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| ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| American Depositary Shares *Common Stock ** |
TM |
The New York Stock Exchange |
| * | Each American Depositary Share representing ten shares of the registrant’s Common Stock. |
| ** | No par value. Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the U.S. Securities and Exchange Commission. |
|
Large accelerated filer ☒ |
Accelerated filer ☐ |
Non-accelerated filer ☐ | ||
| Emerging growth company ☐ | ||||
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Page |
||||||
10.D |
EXCHANGE CONTROLS | 130 | ||||
10.E |
TAXATION | 135 | ||||
10.F |
DIVIDENDS AND PAYING AGENTS | 141 | ||||
10.G |
STATEMENT BY EXPERTS | 141 | ||||
10.H |
DOCUMENTS ON DISPLAY | 141 | ||||
10.I |
SUBSIDIARY INFORMATION | 141 | ||||
10.J |
ANNUAL REPORT TO SECURITY HOLDERS | 141 | ||||
ITEM 11. |
141 | |||||
ITEM 12. |
142 | |||||
12.A |
DEBT SECURITIES | 142 | ||||
12.B |
WARRANTS AND RIGHTS | 142 | ||||
12.C |
OTHER SECURITIES | 142 | ||||
12.D |
AMERICAN DEPOSITARY SHARES | 142 | ||||
ITEM 13. |
144 | |||||
ITEM 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 144 | ||||
ITEM 15. |
144 | |||||
ITEM 16. |
145 | |||||
ITEM 16A. |
145 | |||||
ITEM 16B. |
145 | |||||
ITEM 16C. |
146 | |||||
ITEM 16D. |
147 | |||||
ITEM 16E. |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | 147 | ||||
ITEM 16F. |
148 | |||||
ITEM 16G. |
148 | |||||
ITEM 16H. |
152 | |||||
ITEM 16I. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 152 | ||||
ITEM 16J. |
153 | |||||
ITEM 16K. |
153 | |||||
ITEM 17. |
156 | |||||
ITEM 18. |
156 | |||||
ITEM 19. |
157 | |||||
Yen in millions |
||||||||||||
Year Ended March 31, |
||||||||||||
2022 |
2023 |
2024 |
||||||||||
Automotive |
28,531,993 | 33,776,870 | 41,080,731 | |||||||||
Financial Services |
2,306,079 | 2,786,679 | 3,447,195 | |||||||||
All Other |
541,436 | 590,749 | 567,399 | |||||||||
Yen in millions |
||||||||||||
Year Ended March 31, |
||||||||||||
2022 |
2023 |
2024 |
||||||||||
Japan |
8,214,740 | 9,122,282 | 10,193,556 | |||||||||
North America |
10,897,946 | 13,509,027 | 17,624,268 | |||||||||
Europe |
3,692,214 | 4,097,537 | 5,503,738 | |||||||||
Asia |
5,778,115 | 7,076,922 | 7,604,269 | |||||||||
Other* |
2,796,493 | 3,348,530 | 4,169,494 | |||||||||
| * | “Other” consists of Central and South America, Oceania, Africa and the Middle East. |
| • | social, political and economic conditions; |
| • | introduction of new vehicles and technologies; |
| • | vehicle prices, costs incurred by customers to purchase and operate automobiles; and |
| • | the availability of parts and components that Toyota needs to manufacture its products. |
 |
MISSION |
Producing Happiness for All Using our technology, we work towards a future of convenience and happiness, available to all |
||||
| VISION |
Creating Mobility for All Toyota strives to raise the quality and availability of mobility so that individuals, businesses, municipalities and communities can do more, while achieving a sustainable relationship with our planet |
|||||
| VALUE |
We unite our three strengths (Software, Hardware and Partnerships) to create new and unique value that comes from the Toyota Way |
|||||
| * | Governance Risk Management and Compliance. |
Thousands of Units |
||||||||||||||||||||||||
Year Ended March 31, |
||||||||||||||||||||||||
2022 |
2023 |
2024 |
||||||||||||||||||||||
Units |
% |
Units |
% |
Units |
% |
|||||||||||||||||||
Market |
||||||||||||||||||||||||
Japan |
1,924 | 23.4 | % | 2,069 | 23.5 | % | 1,993 | 21.1 | % | |||||||||||||||
North America |
2,394 | 29.1 | 2,407 | 27.3 | 2.816 | 29.8 | ||||||||||||||||||
Europe |
1,017 | 12.4 | 1,030 | 11.7 | 1,192 | 12.6 | ||||||||||||||||||
Asia |
1,543 | 18.7 | 1,751 | 19.8 | 1,804 | 19.1 | ||||||||||||||||||
Other* |
1,352 | 16.4 | 1,565 | 17.7 | 1,638 | 17.4 | ||||||||||||||||||
Total |
8,230 |
100.0 |
% |
8,822 |
100.0 |
% |
9,443 |
100.0 |
% |
|||||||||||||||
| * | “Other” consists of Central and South America, Oceania, Africa and the Middle East, etc. |
Thousands of Units |
||||||||||||
Year Ended March 31, |
||||||||||||
2022 |
2023 |
2024 |
||||||||||
Japan |
||||||||||||
Total market sales (excluding mini-vehicles) |
2,664 |
2,696 |
2,906 |
|||||||||
Toyota sales (retail basis, excluding mini-vehicles) |
1,361 | 1,377 | 1,506 | |||||||||
Toyota market share |
51.1 | % | 51.1 | % | 51.8 | % | ||||||
Thousands of Units |
||||||||||||
Year Ended December 31, |
||||||||||||
2021 |
2022 |
2023 |
||||||||||
North America |
||||||||||||
Total market sales |
17,861 |
16,597 |
18,762 |
|||||||||
Toyota sales (retail basis) |
2,681 | 2,445 | 2,617 | |||||||||
Toyota market share |
15.0 | % | 14.7 | % | 13.9 | % | ||||||
Europe |
||||||||||||
Total market sales |
16,870 |
14,897 |
17,456 |
|||||||||
Toyota sales (retail basis) |
1,076 | 1,081 | 1,174 | |||||||||
Toyota market share |
6.4 | % | 7.3 | % | 6.7 | % | ||||||
Asia (excluding China) |
||||||||||||
Total market sales |
9,224 |
10,757 |
10,714 |
|||||||||
Toyota sales (retail basis) |
1,189 | 1,382 | 1,407 | |||||||||
Toyota market share |
12.9 | % | 12.8 | % | 13.1 | % | ||||||
Thousands of Units |
||||||||||||
Year Ended March 31, |
||||||||||||
2022 |
2023 |
2024 |
||||||||||
Japan |
3,738 | 3,789 | 4,042 | |||||||||
North America |
1,751 | 1,768 | 1,976 | |||||||||
Europe |
707 | 771 | 846 | |||||||||
Asia |
1,499 | 1,859 | 1,876 | |||||||||
Other* |
463 | 507 | 523 | |||||||||
Total |
8,158 | 8,694 | 9,263 | |||||||||
| * | “Other” consists of Central and South America and Africa. |
Dealers |
||||||
Channel |
Toyota Owned |
Independent |
Outlets |
|||
Toyota brand |
1 company | 232 companies | 4,353 outlets | |||
Lexus brand |
23 outlets | 164 outlets | 187 outlets | |||
Country/Region |
Number of Countries |
Number of Distributors |
||||||
North America |
3 | 5 | ||||||
Europe |
53 | 29 | ||||||
China |
1 | 4 | ||||||
Asia (excluding China) |
19 | 13 | ||||||
Oceania |
17 | 15 | ||||||
Middle East |
16 | 14 | ||||||
Africa |
56 | 48 | ||||||
Central and South America |
39 | 40 | ||||||
| Developed countries |
In parallel with the preparation of a next-generation BEVs scheduled for launch in 2026, with a focus on the bZ series and with further refined performance, Toyota plans to greatly expand its product lineup. |
|
| The United States |
In 2025, Toyota plans to start the local production of a
3-row SUV equipped with batteries to be produced in North Carolina. |
|
| China |
In addition to the bZ4X and bZ3, Toyota debuted new BEV models, the bZ3C and the bZ3X, locally developed and fit to local needs, in April 2024, and Toyota plans to continue increase the number of models in the following years. |
|
| Asia and other emerging markets (Global South) |
In order to respond to the growing demand for BEVs, Toyota started local production of BEV pickup trucks by the end of 2023 and plans to also launch a small BEV model. |
| • | Toyota Finance Corporation in Japan; |
| • | Toyota Credit Canada Inc. in Canada; |
| • | Toyota Finance Australia Ltd. in Australia; |
| • | Toyota Kreditbank GmbH in Germany; |
| • | Toyota Financial Services (UK) PLC in the United Kingdom; |
| • | Toyota Leasing (Thailand) Co., Ltd. in Thailand; and |
| • | Toyota Motor Finance (China) Co., Ltd. in China. |
| • | Adopting a resolution at the Board of Directors meeting to invest in securing the required supply of batteries for electric vehicles by 2030 to achieve carbon neutrality. |
| • | Granting approval to engage in research and development on powertrains (evolution of combustion technology) as a multi-pathway approach to realizing a carbon-neutral society. |
| • | 1.5ºC scenario (IEA *1 NZE*2 , APS*3 scenario, etc.) |
| • | 4ºC scenario (SSP5-8.5) |
| *1 | International Energy Agency |
| *2 | Net Zero Emissions by 2050 Scenario |
| *3 | Announced Pledges Scenario |
Period |
Reasons for adoption |
|||
| Long term | By 2050 | Target year for Toyota Environmental Challenge 2050 |
||
| Medium term | By 2030 | 2030 Milestone, in line with SBTi criteria *4
|
||
| Short term | Between now and 2025 | 7th Toyota Environmental Action Plan | ||
| *4 | Refers to Scope 1 and 2 emissions reduction targets being in line with the science-based criteria established by SBTi to limit the global average temperature increase to 1.5 degrees Celsius above pre-industrial levels, as well as Scope 3 Category 11 emissions (gCO2e/km) reduction targets also being in line with the science-based criteria to hold the increase in the global average temperature to well below 2 degrees Celsius above pre-industrial levels. |
| • | Long-term strategy (2050 Target): Toyota Environmental Challenge 2050 |
| • | Medium-term strategy (2030 Target): 2030 Milestone, in line with SBTi criteria |
| • | Short-term strategy (2025 Target): 7th Toyota Environmental Action Plan |
| *3 | Scope 1 and 2 emissions reduction targets are in line with the science-based criteria established by SBTi to limit the global average temperature increase to 1.5 degrees Celsius above pre-industrial levels. Scope 3 Category 11 emissions (gCO2e/km) reduction targets are in line with the science-based criteria to hold the increase in the global average temperature to well below 2 degrees Celsius above pre-industrial levels. |
Basic research |
Phase to discover development theme Research on basic vehicle-related technology |
|
Forward-looking and leading-edge technology development |
Phase requiring technological breakthroughs such as components and systems Development of leading-edge components and systems that are more advanced than those of competitors |
|
Product development |
Phase mainly for development of new models Development of
all-new models and existing-model upgrades |
| • | further improvements in hybrid technologies, including in functions and cost, and contributions to the environment through advancements; |
| • | improvement in internal combustion engine fuel economy technology as well as improvement in technology in connection with more stringent emission standards; |
| • | development of BEVs, FCEVs and other alternative fuel vehicles; |
| • | development of advanced safety technology designed to promote driving and vehicle safety; |
| • | development of automated driving technologies; |
| • | connected car technologies; and |
| • | development of technology to bring about more comfortable movement. |
Description of Activity |
Total Cost (Yen in billions) |
Location |
Primary Method of Financing |
|||||
Japan |
||||||||
Investment primarily in technology and products by Toyota Motor Corporation |
|
1,334.6 |
|
Japan |
Internal funds, financing from issuance of bonds, etc. |
|||
Investment primarily in technology and products by Prime Planet Energy & Solutions, Inc. |
88.7 | Japan | Internal funds | |||||
Investment primarily in technology and products by Toyota Auto Body Co., Ltd. |
84.6 | Japan | Internal funds | |||||
Investment primarily in technology and products by Toyota Motor Kyushu, Inc. |
78.6 | Japan | Internal funds | |||||
Investment primarily in technology and products by Primearth EV Energy Co., Ltd. |
69.0 | Japan | Internal funds | |||||
Investment primarily in technology and products by Hino Motors, Ltd. |
65.4 | Japan | Internal funds | |||||
Outside of Japan |
||||||||
Investment primarily to promote localization by Toyota Battery Manufacturing, Inc. |
307.9 | United States | Internal funds | |||||
Investment primarily to promote localization by Toyota Motor Manufacturing de Guanajuato, S.A. de C.V. |
196.0 | Mexico | Internal funds | |||||
Description of Activity |
Total Cost (Yen in billions) |
Location |
Primary Method of Financing |
|||||
Investment primarily to promote localization by Toyota Motor Manufacturing Canada, Inc. |
168.4 | Canada | Internal funds | |||||
Investment primarily to promote localization by Toyota Motor Manufacturing, Indiana, Inc. |
168.3 | United States | Internal funds | |||||
Investment primarily to promote localization by Toyota Motor Manufacturing, Kentucky, Inc. |
156.0 | United States | Internal funds | |||||
Investment primarily to promote localization by Toyota Motor Manufacturing Texas, Inc. |
138.1 | United States | Internal funds | |||||
Investment primarily to promote localization by Toyota Motor Thailand Co., Ltd. |
87.4 | Thailand | Internal funds | |||||
Investment primarily to promote localization by Toyota Motor Europe NV/SA |
66.3 | Belgium | Internal funds | |||||
Investment primarily in leased automobiles by Toyota Motor Credit Corporation |
|
5,236.0 |
|
United States |
Internal funds, financing from issuance of bonds, etc. |
|||
Description of Activity |
Total Cost (Yen in billions) |
Location |
Primary Method of Financing |
|||||
Japan |
||||||||
Investment primarily in manufacturing facilities by Toyota Motor Corporation |
630.0 | Japan | Internal funds | |||||
Investment primarily in manufacturing facilities by Prime Planet Energy & Solutions, Inc. |
87.6 | Japan | Capital increase | |||||
Outside of Japan |
||||||||
Investment primarily in manufacturing facilities by Toyota Battery Manufacturing, Inc. |
467.5 | United States | Internal funds | |||||
Investment primarily in manufacturing facilities by Toyota Motor Technical Center (China) Co., Ltd. |
87.8 | China | Internal funds | |||||
Investment primarily in manufacturing facilities by Toyota Motor Europe NV/SA. |
86.4 | Belgium | Internal funds | |||||
Investment primarily in manufacturing facilities by Toyota Motor Manufacturing, Kentucky, Inc. |
82.3 | United States | Internal funds | |||||
Name of Subsidiary |
Country of Incorporation |
Percentage Ownership Interest |
Percentage Voting Interest |
|||||||||
| % | % | |||||||||||
Toyota Financial Services Corporation |
Japan | 100.00 | 100.00 | |||||||||
Hino Motors, Ltd. |
Japan | 50.11 | 50.19 | |||||||||
Daihatsu Motor Co., Ltd. |
Japan | 100.00 | 100.00 | |||||||||
TOYOTA Mobility Tokyo Inc. |
Japan | 100.00 | 100.00 | |||||||||
Toyota Finance Corporation |
Japan | 100.00 | 100.00 | |||||||||
Toyota Mobility Parts Co., Ltd. |
Japan | 54.08 | 54.08 | |||||||||
Toyota Auto Body Co., Ltd. |
Japan | 100.00 | 100.00 | |||||||||
Toyota Motor Kyushu, Inc. |
Japan | 100.00 | 100.00 | |||||||||
Toyota Motor East Japan, Inc. |
Japan | 100.00 | 100.00 | |||||||||
Toyota Motor Engineering & Manufacturing North America, Inc. |
United States | 100.00 | 100.00 | |||||||||
Toyota Motor Manufacturing, Kentucky, Inc. |
United States | 100.00 | 100.00 | |||||||||
Toyota Motor North America, Inc. |
United States | 100.00 | 100.00 | |||||||||
Toyota Motor Credit Corporation |
United States | 100.00 | 100.00 | |||||||||
Toyota Motor Manufacturing, Indiana, Inc. |
United States | 100.00 | 100.00 | |||||||||
Toyota Motor Manufacturing, Texas, Inc. |
United States | 100.00 | 100.00 | |||||||||
Toyota Motor Sales, U.S.A., Inc. |
United States | 100.00 | 100.00 | |||||||||
Toyota Financial Savings Bank |
United States | 100.00 | 100.00 | |||||||||
Toyota Motor Manufacturing Canada Inc. |
Canada | 100.00 | 100.00 | |||||||||
Toyota Credit Canada Inc. |
Canada | 100.00 | 100.00 | |||||||||
Toyota Canada Inc. |
Canada | 51.00 | 51.00 | |||||||||
Toyota Motor Manufacturing de Baja California, S. de R.L. de C.V. |
Mexico | 100.00 | 100.00 | |||||||||
Toyota Motor Manufacturing de Guanajuato, S.A.de C.V. |
Mexico | 100.00 | 100.00 | |||||||||
Toyota Motor Europe NV/SA |
Belgium | 100.00 | 100.00 | |||||||||
Toyota Motor Manufacturing France S.A.S. |
France | 100.00 | 100.00 | |||||||||
Toyota Motor Italia S.p.A. |
Italy | 100.00 | 100.00 | |||||||||
Toyota France S.A.S. |
France | 100.00 | 100.00 | |||||||||
Toyota Motor Finance (Netherlands) B.V. |
Netherlands | 100.00 | 100.00 | |||||||||
Toyota Central Europe Sp. z o.o. |
Poland | 100.00 | 100.00 | |||||||||
Name of Subsidiary |
Country of Incorporation |
Percentage Ownership Interest |
Percentage Voting Interest |
|||||||||
Toyota Motor Manufacturing (UK) Ltd. |
United Kingdom | 100.00 | 100.00 | |||||||||
Toyota Financial Services (UK) PLC |
United Kingdom | 100.00 | 100.00 | |||||||||
Toyota (GB) PLC |
United Kingdom | 100.00 | 100.00 | |||||||||
Toyota Motor Manufacturing Czech Republic, s.r.o. |
Czech Republic | 100.00 | 100.00 | |||||||||
Toyota Motor Manufacturing Turkey Inc. |
Turkey | 90.00 | 90.00 | |||||||||
Guangqi Toyota Engine Co., Ltd. |
China | 70.00 | 70.00 | |||||||||
Toyota Motor (China) Investment Co., Ltd. |
China | 100.00 | 100.00 | |||||||||
Toyota Motor Finance (China) Co., Ltd. |
China | 100.00 | 100.00 | |||||||||
Toyota Kirloskar Motor Private Ltd. |
India | 89.00 | 89.00 | |||||||||
P.T. Astra Daihatsu Motor |
Indonesia | 61.75 | 61.75 | |||||||||
PT. Toyota Motor Manufacturing Indonesia |
Indonesia | 95.00 | 95.00 | |||||||||
Toyota Motor Asia Pacific Pte Ltd.* 1
|
Singapore | 100.00 | 100.00 | |||||||||
Toyota Leasing (Thailand) Co., Ltd. |
Thailand | 87.44 | 87.44 | |||||||||
Toyota Motor Thailand Co., Ltd. |
Thailand | 86.43 | 86.43 | |||||||||
Toyota Daihatsu Engineering & Manufacturing Co., Ltd.* 2
|
Thailand | 100.00 | 100.00 | |||||||||
Toyota Motor Corporation Australia Ltd. |
Australia | 100.00 | 100.00 | |||||||||
Toyota Finance Australia Ltd. |
Australia | 100.00 | 100.00 | |||||||||
Toyota Argentina S.A. |
Argentina | 100.00 | 100.00 | |||||||||
Toyota do Brasil Ltda. |
Brazil | 100.00 | 100.00 | |||||||||
Toyota South Africa Motors (Pty) Ltd. |
South Africa | 100.00 | 100.00 | |||||||||
| *1 | Toyota Motor Asia Pacific Pte Ltd. was renamed Toyota Motor Asia (Singapore) Pte Ltd. on June 4, 2024. |
| *2 | Toyota Daihatsu Engineering & Manufacturing Co., Ltd. was renamed Toyota Motor Asia (Thailand) Co., Ltd. on June 4, 2024. |
Facility or Subsidiary Name |
Location |
Land Area (thousands of square meters) |
Number of Employees |
Principal Products or Functions |
||||||||
Japan (Toyota Motor Corporation) |
||||||||||||
Toyota Technical Center Shimoyama |
Toyota City, Aichi Pref. | 5,573 | 1,648 | Research and Development | ||||||||
Tahara Plant |
Tahara City, Aichi Pref. | 4,032 | 6,419 | Automobiles | ||||||||
Toyota Head Office and Technical Center |
Toyota City, Aichi Pref. | 2,733 | 22,393 | Research and Development | ||||||||
Higashi-Fuji Technical Center |
Susono City, Shizuoka Pref. | 2,719 | 2,407 | Research and Development | ||||||||
Motomachi Plant |
Toyota City, Aichi Pref. | 1,575 | 7,908 | Automobiles | ||||||||
Facility or Subsidiary Name |
Location |
Land Area (thousands of square meters) |
Number of Employees |
Principal Products or Functions |
||||||||
Takaoka Plant |
Toyota City, Aichi Pref. | 1,315 | 4,173 | Automobiles | ||||||||
Tsutsumi Plant |
Toyota City, Aichi Pref. | 1,004 | 4,776 | Automobiles | ||||||||
Kamigo Plant |
Toyota City, Aichi Pref. | 895 | 3,383 | Automobile parts | ||||||||
Kinu-ura Plant |
Hekinan City, Aichi Pref. | 808 | 2,709 | Automobile parts | ||||||||
Honsha Plant |
Toyota City, Aichi Pref. | 623 | 1,810 | Automobile parts | ||||||||
Japan (Subsidiaries) |
||||||||||||
Daihatsu Motor Co., Ltd. |
Ikeda City, Osaka, etc. | 7,739 | 10,842 | Automobiles | ||||||||
Hino Motors, Ltd. |
Hino City, Tokyo, etc. | 5,952 | 12,175 | Automobiles | ||||||||
Toyota Auto Body Co., Ltd. |
Kariya City, Aichi Pref., etc. | 2,141 | 11,581 | Automobiles | ||||||||
TOYOTA Mobility Tokyo Inc. |
Minato-ku, Tokyo, etc. |
398 | 6,577 | Sales facilities | ||||||||
Prime Planet Energy & Solutions, Inc. |
Chuo-ku, Tokyo, etc. |
192 | 3,733 | Automobiles | ||||||||
Outside Japan (Subsidiaries) |
||||||||||||
Toyota Motor Manufacturing, Texas, Inc. |
Texas, U.S.A. | 8,094 | 2,937 | Automobiles | ||||||||
Toyota Motor Manufacturing, de Guanajuato, S.A. de C.V. |
Guanajuato, Mexico | 6,091 | 2,810 | Automobiles | ||||||||
Toyota Motor Manufacturing, Kentucky, Inc. |
Kentucky, U.S.A. | 5,161 | 9,750 | Automobiles | ||||||||
Toyota Motor Manufacturing Canada, Inc. |
Ontario, Canada | 4,752 | 8,025 | Automobiles | ||||||||
Toyota Motor Manufacturing, Indiana, Inc. |
Indiana, U.S.A. | 4,359 | 6,392 | Automobiles | ||||||||
Thousands of units |
||||||||||||
Year Ended March 31, |
||||||||||||
2022 |
2023 |
2024 |
||||||||||
Japan |
1,924 | 2,069 | 1,993 | |||||||||
North America |
2,394 | 2,407 | 2,816 | |||||||||
Europe |
1,017 | 1,030 | 1,192 | |||||||||
Asia |
1,543 | 1,751 | 1,804 | |||||||||
Other* |
1,352 | 1,565 | 1,638 | |||||||||
Overseas total |
6,306 | 6,753 | 7,450 | |||||||||
Total |
8,230 | 8,822 | 9,443 | |||||||||
| * | “Other” consists of Central and South America, Oceania, Africa and the Middle East, etc. |
| • | vehicle unit sales volumes, |
| • | the mix of vehicle models and options sold, |
| • | the level of parts and service sales, |
| • | the levels of price discounts and other sales incentives and marketing costs, |
| • | the cost of customer warranty claims and other customer satisfaction actions, |
| • | the cost of research and development and other fixed costs, |
| • | the prices of raw materials, |
| • | the ability to control costs, |
| • | the efficient use of production capacity, |
| • | the adverse effect on production due to such factors as the reliance on various suppliers for the provision of supplies, or the general scarcity of certain supplies, |
| • | climate change risk, including both physical risks as well as transition risks, |
| • | the adverse effect on market, sales and productions of natural calamities as well as the outbreak and spread of epidemics and interruptions of social infrastructure, and |
| • | changes in the value of the Japanese yen and other currencies in which Toyota conducts business. |
Yen in millions |
||||||||||||
Year ended March 31, |
||||||||||||
2022 |
2023 |
2024 |
||||||||||
Japan |
8,214,740 | 9,122,282 | 10,193,556 | |||||||||
North America |
10,897,946 | 13,509,027 | 17,624,268 | |||||||||
Europe |
3,692,214 | 4,097,537 | 5,503,738 | |||||||||
Asia |
5,778,115 | 7,076,922 | 7,604,269 | |||||||||
Other* |
2,796,493 | 3,348,530 | 4,169,494 | |||||||||
| * | “Other” consists of Central and South America, Oceania, Africa and the Middle East. |
Yen in millions |
||||||||||||||||
Year ended March 31, |
2024 v. 2023 Change |
|||||||||||||||
2023 |
2024 |
Amount |
Percentage |
|||||||||||||
Sales revenues: |
||||||||||||||||
Japan |
17,583,196 | 21,020,721 | 3,437,525 | 19.6 | % | |||||||||||
North America |
13,843,901 | 17,943,072 | 4,099,172 | 29.6 | ||||||||||||
Europe |
4,273,735 | 5,681,764 | 1,408,028 | 32.9 | ||||||||||||
Asia |
8,044,906 | 8,730,749 | 685,843 | 8.5 | ||||||||||||
Other* |
3,472,193 | 4,389,785 | 917,592 | 26.4 | ||||||||||||
Intersegment elimination/unallocated amount |
(10,063,633 | ) | (12,670,767 | ) | (2,607,133 | ) | — | |||||||||
Total |
37,154,298 | 45,095,325 | 7,941,027 | 21.4 | % | |||||||||||
Operating income (loss): |
||||||||||||||||
Japan |
1,901,463 | 3,484,270 | 1,582,808 | 83.2 | ||||||||||||
North America |
(74,736 | ) | 506,319 | 581,056 | — | |||||||||||
Europe |
57,460 | 388,096 | 330,636 | 575.4 | ||||||||||||
Asia |
714,451 | 865,591 | 151,140 | 21.2 | ||||||||||||
Other* |
231,362 | 198,345 | (33,017 | ) | (14.3 | ) | ||||||||||
Intersegment elimination/unallocated amount |
(104,974 | ) | (89,687 | ) | 15,286 | — | ||||||||||
Total |
2,725,025 | 5,352,934 | 2,627,909 | 96.4 | % | |||||||||||
Operating margin |
7.3 | % | 11.9 | % | 4.6 | % | ||||||||||
Income before income taxes |
3,668,733 | 6,965,085 | 3,296,352 | 89.8 | ||||||||||||
Net margin from income before income taxes |
9.9 | % | 15.4 | % | 5.5 | % | ||||||||||
Net income attributable to Toyota Motor Corporation |
2,451,318 | 4,944,933 | 2,493,615 | 101.7 | ||||||||||||
Net margin attributable to Toyota Motor Corporation |
6.6 | % | 11.0 | % | 4.4 | % | ||||||||||
| * | “Other” consists of Central and South America, Oceania, Africa and the Middle East. |
Yen in millions |
||||||||||||||||
Year ended March 31, |
2024 v. 2023 Change |
|||||||||||||||
2023 |
2024 |
Amount |
Percentage |
|||||||||||||
Vehicles |
28,394,256 | 35,249,865 | 6,855,609 | 24.1 | % | |||||||||||
Parts and components for production |
1,710,422 | 1,596,111 | (114,311 | ) | (6.7 | ) | ||||||||||
Parts and components for after service |
2,866,196 | 3,166,586 | 300,390 | 10.5 | ||||||||||||
Other |
805,995 | 1,068,169 | 262,174 | 32.5 | ||||||||||||
Total Automotive |
33,776,870 | 41,080,731 | 7,303,861 | 21.6 | ||||||||||||
All Other |
590,749 | 567,399 | (23,350 | ) | (4.0 | ) | ||||||||||
Total sales of products |
34,367,619 | 41,648,130 | 7,280,511 | 21.2 | ||||||||||||
Financial services |
2,786,679 | 3,447,195 | 660,516 | 23.7 | ||||||||||||
Total sales revenues |
37,154,298 | 45,095,325 | 7,941,027 | 21.4 | % | |||||||||||
Number of financing contracts in thousands |
||||||||||||||||
As of March 31, |
2024 v. 2023 Change |
|||||||||||||||
2023 |
2024 |
Amount |
Percentage |
|||||||||||||
Japan |
2,767 | 2,781 | 14 | 0.5 | % | |||||||||||
North America |
5,500 | 5,589 | 89 | 1.6 | ||||||||||||
Europe |
1,647 | 1,784 | 137 | 8.3 | ||||||||||||
Asia |
2,034 | 2,133 | 99 | 4.9 | ||||||||||||
Other* |
938 | 981 | 43 | 4.6 | ||||||||||||
Total |
12,886 | 13,268 | 382 | 3.0 | % | |||||||||||
Thousands of units |
||||||||||||||||
Year ended March 31, |
2024 v. 2023 Change |
|||||||||||||||
2023 |
2024 |
Amount |
Percentage |
|||||||||||||
Toyota’s consolidated vehicle unit sales* |
3,703 | 4,014 | 311 | 8.4 | % | |||||||||||
|
* including number of exported vehicle unit sales |
||||||||||||||||
Yen in millions |
||||||||||||||||
Year ended March 31, |
2024 v. 2023 Change |
|||||||||||||||
2023 |
2024 |
Amount |
Percentage |
|||||||||||||
Sales revenues: |
||||||||||||||||
Sales of products |
17,271,451 | 20,679,979 | 3,408,528 | 19.7 | % | |||||||||||
Financial services |
311,744 | 340,742 | 28,998 | 9.3 | ||||||||||||
Total |
17,583,196 | 21,020,721 | 3,437,525 | 19.6 | % | |||||||||||
Thousands of units |
||||||||||||||||
Year ended March 31, |
2024 v. 2023 Change |
|||||||||||||||
2023 |
2024 |
Amount |
Percentage |
|||||||||||||
Toyota’s consolidated vehicle unit sales |
2,407 | 2,816 | 409 | 17.0 | % | |||||||||||
Yen in millions |
||||||||||||||||
Year ended March 31, |
2024 v. 2023 Change |
|||||||||||||||
2023 |
2024 |
Amount |
Percentage |
|||||||||||||
Sales revenues: |
||||||||||||||||
Sales of products |
11,965,050 | 15,705,804 | 3,740,754 | 31.3 | % | |||||||||||
Financial services |
1,878,850 | 2,237,268 | 358,418 | 19.1 | ||||||||||||
Total |
13,843,901 | 17,943,072 | 4,099,171 | 29.6 | % | |||||||||||
Thousands of units |
||||||||||||||||
Year ended March 31, |
2024 v. 2023 Change |
|||||||||||||||
2023 |
2024 |
Amount |
Percentage |
|||||||||||||
Toyota’s consolidated vehicle unit sales |
1,030 | 1,192 | 162 | 15.7 | % | |||||||||||
Yen in millions |
||||||||||||||||
Year ended March 31, |
2024 v. 2023 Change |
|||||||||||||||
2023 |
2024 |
Amount |
Percentage |
|||||||||||||
Sales revenues: |
||||||||||||||||
Sales of products |
4,003,043 | 5,255,395 | 1,252,352 | 31.3 | % | |||||||||||
Financial services |
270,693 | 426,369 | 155,676 | 57.5 | ||||||||||||
Total |
4,273,735 | 5,681,764 | 1,408,028 | 32.9 | % | |||||||||||
Thousands of units |
||||||||||||||||
Year ended March 31, |
2024 v. 2023 Change |
|||||||||||||||
2023 |
2024 |
Amount |
Percentage |
|||||||||||||
Toyota’s consolidated vehicle unit sales |
1,751 | 1,804 | 53 | 3.0 | % | |||||||||||
Yen in millions |
||||||||||||||||
Year ended March 31, |
2024 v. 2023 Change |
|||||||||||||||
2023 |
2024 |
Amount |
Percentage |
|||||||||||||
Sales revenues: |
||||||||||||||||
Sales of products |
7,832,020 | 8,485,219 | 653,199 | 8.3 | % | |||||||||||
Financial services |
212,886 | 245,529 | 32,643 | 15.3 | ||||||||||||
Total |
8,044,906 | 8,730,749 | 685,843 | 8.5 | % | |||||||||||
Thousands of units |
||||||||||||||||
Year ended March 31, |
2024 v. 2023 Change |
|||||||||||||||
2023 |
2024 |
Amount |
Percentage |
|||||||||||||
Toyota’s consolidated vehicle unit sales |
1,565 | 1,638 | 73 | 4.6 | % | |||||||||||
Yen in millions |
||||||||||||||||
Year ended March 31, |
2024 v. 2023 Change |
|||||||||||||||
2023 |
2024 |
Amount |
Percentage |
|||||||||||||
Sales revenues: |
||||||||||||||||
Sales of products |
3,225,962 | 4,037,260 | 811,298 | 25.1 | % | |||||||||||
Financial services |
246,232 | 352,525 | 106,293 | 43.2 | ||||||||||||
Total |
3,472,193 | 4,389,785 | 917,592 | 26.4 | % | |||||||||||
Yen in millions |
||||||||||||||||
Year ended March 31, |
2024 v. 2023 Change |
|||||||||||||||
2023 |
2024 |
Amount |
Percentage |
|||||||||||||
Operating costs and expenses |
||||||||||||||||
Cost of products sold |
29,128,561 | 33,600,612 | 4,472,051 | 15.4 | % | |||||||||||
Cost of financing services |
1,712,721 | 2,126,395 | 413,674 | 24.2 | ||||||||||||
Selling, general and administrative |
3,587,990 | 4,015,383 | 427,393 | 11.9 | ||||||||||||
Total |
34,429,273 | 39,742,390 | 5,313,117 | 15.4 | % | |||||||||||
Yen in millions |
||||
2024 v. 2023 Change |
||||
Changes in operating costs and expenses: |
||||
Effect of changes in vehicle unit sales and sales mix |
3,880,000 | |||
Effect of changes in exchange rates |
635,000 | |||
Effect of increase of cost of financial services |
270,000 | |||
Effect of cost reduction efforts |
(120,000 | ) | ||
Increase or decrease in expenses and expense reduction efforts |
380,000 | |||
Other |
268,117 | |||
Total |
5,313,117 | |||
Yen in millions |
||||
2024 v. 2023 Change |
||||
Changes in operating income and loss: |
||||
Effect of marketing efforts |
2,000,000 | |||
Effect of cost reduction efforts |
120,000 | |||
Effect of changes in exchange rates |
685,000 | |||
Increase or decrease in expenses and expense reduction efforts |
(380,000 | ) | ||
Other |
202,909 | |||
Total |
2,627,909 | |||
Yen in millions |
||||
2024 v. 2023 Change |
||||
Changes in operating income and loss: |
||||
Effect of marketing efforts |
1,130,000 | |||
Effect of cost reduction efforts |
(110,000 | ) | ||
Effect of changes in exchange rates |
625,000 | |||
Increase or decrease in expenses and expense reduction efforts |
(140,000 | ) | ||
Other |
77,808 | |||
Total |
1,582,808 | |||
Yen in millions |
||||
2024 v. 2023 Change |
||||
Changes in operating income and loss: |
||||
Effect of marketing efforts |
455,000 | |||
Effect of cost reduction efforts |
125,000 | |||
Effect of changes in exchange rates |
60,000 | |||
Increase or decrease in expenses and expense reduction efforts |
(190,000 | ) | ||
Other |
131,056 | |||
Total |
581,056 | |||
Yen in millions |
||||
2024 v. 2023 Change |
||||
Changes in operating income and loss: |
||||
Effect of marketing efforts |
180,000 | |||
Effect of cost reduction efforts |
75,000 | |||
Effect of changes in exchange rates |
(5,000 | ) | ||
Increase or decrease in expenses and expense reduction efforts |
10,000 | |||
Other |
70,636 | |||
Total |
330,636 | |||
Yen in millions |
||||
2024 v. 2023 Change |
||||
Changes in operating income and loss: |
||||
Effect of marketing efforts |
115,000 | |||
Effect of cost reduction efforts |
35,000 | |||
Effect of changes in exchange rates |
(35,000 | ) | ||
Increase or decrease in expenses and expense reduction efforts |
5,000 | |||
Other |
31,140 | |||
Total |
151,140 | |||
Yen in millions |
||||
2024 v. 2023 Change |
||||
Changes in operating income and loss: |
||||
Effect of marketing efforts |
125,000 | |||
Effect of cost reduction efforts |
(5,000 | ) | ||
Effect of changes in exchange rates |
40,000 | |||
Increase or decrease in expenses and expense reduction efforts |
(80,000 | ) | ||
Other |
(113,017 | ) | ||
Total |
(33,017 | ) | ||
Yen in millions |
||||||||||||||||
Year ended March 31, |
2024 v. 2023 Change |
|||||||||||||||
2023 |
2024 |
Amount |
Percentage |
|||||||||||||
Automotive: |
||||||||||||||||
Sales revenues |
33,820,000 | 41,266,204 | 7,446,204 | 22.0 | % | |||||||||||
Operating income |
2,180,637 | 4,621,475 | 2,440,838 | 111.9 | ||||||||||||
Financial Services: |
||||||||||||||||
Sales revenues |
2,809,647 | 3,484,198 | 674,551 | 24.0 | ||||||||||||
Operating income |
437,516 | 570,023 | 132,507 | 30.3 | ||||||||||||
All Other: |
||||||||||||||||
Sales revenues |
1,224,943 | 1,368,164 | 143,221 | 11.7 | ||||||||||||
Operating income |
103,451 | 175,241 | 71,789 | 69.4 | ||||||||||||
Intersegment elimination/unallocated amount: |
||||||||||||||||
Sales revenues |
(700,293 | ) | (1,023,242 | ) | (322,949 | ) | — | |||||||||
Operating income |
3,420 | (13,805 | ) | (17,226 | ) | — | ||||||||||
Total |
||||||||||||||||
Sales revenues |
37,154,298 | 45,095,325 | 7,941,027 | 21.4 | % | |||||||||||
Operating income |
2,725,025 | 5,352,934 | 2,627,909 | 96.4 | % | |||||||||||
Yen in millions |
||||||||||||||||
Year ended March 31, |
2023 v. 2022 Change |
|||||||||||||||
2022 |
2023 |
Amount |
Percentage |
|||||||||||||
Sales revenues: |
||||||||||||||||
Japan |
15,991,436 | 17,583,196 | 1,591,760 | 10.0 | % | |||||||||||
North America |
11,166,479 | 13,843,901 | 2,677,421 | 24.0 | ||||||||||||
Europe |
3,867,847 | 4,273,735 | 405,888 | 10.5 | ||||||||||||
Asia |
6,530,566 | 8,044,906 | 1,514,340 | 23.2 | ||||||||||||
Other* |
2,928,183 | 3,472,193 | 544,011 | 18.6 | ||||||||||||
Intersegment elimination/unallocated amount |
(9,105,004 | ) | (10,063,633 | ) | (958,629 | ) | — | |||||||||
Total |
31,379,507 | 37,154,298 | 5,774,791 | 18.4 | % | |||||||||||
Operating income (loss): |
||||||||||||||||
Japan |
1,423,445 | 1,901,463 | 478,018 | 33.6 | ||||||||||||
North America |
565,784 | (74,736 | ) | (640,520 | ) | — | ||||||||||
Europe |
162,973 | 57,460 | (105,513 | ) | (64.7 | ) | ||||||||||
Asia |
672,350 | 714,451 | 42,101 | 6.3 | ||||||||||||
Other* |
238,169 | 231,362 | (6,807 | ) | (2.9 | ) | ||||||||||
Intersegment elimination/unallocated amount |
(67,024 | ) | (104,974 | ) | (37,950 | ) | — | |||||||||
Total |
2,995,697 | 2,725,025 | (270,672 | ) | (9.0 | )% | ||||||||||
Operating margin |
9.5 | % | 7.3 | % | (2.2 | )% | ||||||||||
Income before income taxes |
3,990,532 | 3,668,733 | (321,799 | ) | (8.1 | ) | ||||||||||
Yen in millions |
||||||||||||||||
Year ended March 31, |
2023 v. 2022 Change |
|||||||||||||||
2022 |
2023 |
Amount |
Percentage |
|||||||||||||
Net margin from income before income taxes |
12.7 | % | 9.9 | % | (2.8 | )% | ||||||||||
Net income attributable to Toyota Motor Corporation |
2,850,110 | 2,451,318 | (398,792 | ) | (14.0 | ) | ||||||||||
Net margin attributable to Toyota Motor Corporation |
9.1 | % | 6.6 | % | (2.5 | )% | ||||||||||
| * | “Other” consists of Central and South America, Oceania, Africa and the Middle East. |
Yen in millions |
||||||||||||||||
Year ended March 31, |
2023 v. 2022 Change |
|||||||||||||||
2022 |
2023 |
Amount |
Percentage |
|||||||||||||
Vehicles |
23,739,442 | 28,394,256 | 4,654,814 | 19.6 | % | |||||||||||
Parts and components for production |
1,504,215 | 1,710,422 | 206,208 | 13.7 | ||||||||||||
Parts and components for after service |
2,407,143 | 2,866,196 | 459,053 | 19.1 | ||||||||||||
Other |
881,193 | 805,995 | (75,198 | ) | (8.5 | ) | ||||||||||
Total Automotive |
28,531,993 | 33,776,870 | 5,244,877 | 18.4 | ||||||||||||
All Other |
541,436 | 590,749 | 49,314 | 9.1 | ||||||||||||
Total sales of products |
29,073,428 | 34,367,619 | 5,294,191 | 18.2 | ||||||||||||
Financial services |
2,306,079 | 2,786,679 | 480,600 | 20.8 | ||||||||||||
Total sales revenues |
31,379,507 | 37,154,298 | 5,774,791 | 18.4 | % | |||||||||||
Number of financing contracts in thousands |
||||||||||||||||
As of March 31, |
2023 v. 2022 Change |
|||||||||||||||
2022 |
2023 |
Amount |
Percentage |
|||||||||||||
Japan |
2,745 | 2,767 | 22 | 0.8 | % | |||||||||||
North America |
5,549 | 5,500 | (49 | ) | (0.9 | ) | ||||||||||
Europe |
1,507 | 1,647 | 140 | 9.3 | ||||||||||||
Asia |
2,070 | 2,034 | (36 | ) | (1.7 | ) | ||||||||||
Other* |
895 | 938 | 43 | 4.8 | ||||||||||||
Total |
12,766 | 12,886 | 120 | 0.9 | % | |||||||||||
| * | “Other” consists of Central and South America, Oceania and Africa. |
Thousands of units |
||||||||||||||||
Year ended March 31, |
2023 v. 2022 Change |
|||||||||||||||
2022 |
2023 |
Amount |
Percentage |
|||||||||||||
Toyota’s consolidated vehicle unit sales* |
3,640 | 3,703 | 62 | 1.7 | % | |||||||||||
|
* including number of exported vehicle unit sales |
||||||||||||||||
Yen in millions |
||||||||||||||||
Year ended March 31, |
2023 v. 2022 Change |
|||||||||||||||
2022 |
2023 |
Amount |
Percentage |
|||||||||||||
Sales revenues: |
||||||||||||||||
Sales of products |
15,706,514 | 17,271,451 | 1,564,938 | 10.0 | % | |||||||||||
Financial services |
284,922 | 311,744 | 26,822 | 9.4 | ||||||||||||
Total |
15,991,436 | 17,583,196 | 1,591,760 | 10.0 | % | |||||||||||
Thousands of units |
||||||||||||||||
Year ended March 31, |
2023 v. 2022 Change |
|||||||||||||||
2022 |
2023 |
Amount |
Percentage |
|||||||||||||
Toyota’s consolidated vehicle unit sales |
2,394 | 2,407 | 13 | 0.5 | % | |||||||||||
Yen in millions |
||||||||||||||||
Year ended March 31, |
2023 v. 2022 Change |
|||||||||||||||
2022 |
2023 |
Amount |
Percentage |
|||||||||||||
Sales revenues: |
||||||||||||||||
Sales of products |
9,578,534 | 11,965,050 | 2,386,516 | 24.9 | % | |||||||||||
Financial services |
1,587,945 | 1,878,850 | 290,905 | 18.3 | ||||||||||||
Total |
11,166,479 | 13,843,901 | 2,677,421 | 24.0 | % | |||||||||||
Thousands of units |
||||||||||||||||
Year ended March 31, |
2023 v. 2022 Change |
|||||||||||||||
2022 |
2023 |
Amount |
Percentage |
|||||||||||||
Toyota’s consolidated vehicle unit sales |
1,017 |
1,030 |
13 |
1.3 |
% |
|||||||||||
Yen in millions |
||||||||||||||||
Year ended March 31, |
2023 v. 2022 Change |
|||||||||||||||
2022 |
2023 |
Amount |
Percentage |
|||||||||||||
Sales revenues: |
||||||||||||||||
Sales of products |
3,671,205 |
4,003,043 |
331,838 |
9.0 |
% |
|||||||||||
Financial services |
196,642 |
270,693 |
74,050 |
37.7 |
||||||||||||
Total |
3,867,847 |
4,273,735 |
405,888 |
10.5 |
% |
|||||||||||
Thousands of units |
||||||||||||||||
Year ended March 31, |
2023 v. 2022 Change |
|||||||||||||||
2022 |
2023 |
Amount |
Percentage |
|||||||||||||
Toyota’s consolidated vehicle unit sales |
1,543 |
1,751 |
208 |
13.5 |
% |
|||||||||||
Yen in millions |
||||||||||||||||
Year ended March 31, |
2023 v. 2022 Change |
|||||||||||||||
2022 |
2023 |
Amount |
Percentage |
|||||||||||||
Sales revenues: |
||||||||||||||||
Sales of products |
6,345,172 |
7,832,020 |
1,486,848 |
23.4 |
% |
|||||||||||
Financial services |
185,394 |
212,886 |
27,492 |
14.8 |
||||||||||||
Total |
6,530,566 |
8,044,906 |
1,514,340 |
23.2 |
% |
|||||||||||
Thousands of units |
||||||||||||||||
Year ended March 31, |
2023 v. 2022 Change |
|||||||||||||||
2022 |
2023 |
Amount |
Percentage |
|||||||||||||
Toyota’s consolidated vehicle unit sales |
1,352 |
1,565 |
213 |
15.8 |
% |
|||||||||||
Yen in millions |
||||||||||||||||
Year ended March 31, |
2023 v. 2022 Change |
|||||||||||||||
2022 |
2023 |
Amount |
Percentage |
|||||||||||||
Sales revenues: |
||||||||||||||||
Sales of products |
2,756,840 |
3,225,962 |
469,122 |
17.0 |
% |
|||||||||||
Financial services |
171,343 |
246,232 |
74,889 |
43.7 |
||||||||||||
Total |
2,928,183 |
3,472,193 |
544,011 |
18.6 |
% |
|||||||||||
Yen in millions |
||||||||||||||||
Year ended March 31, |
2023 v. 2022 Change |
|||||||||||||||
2022 |
2023 |
Amount |
Percentage |
|||||||||||||
Operating costs and expenses |
||||||||||||||||
Cost of products sold |
24,250,784 | 29,128,561 | 4,877,778 | 20.1 | % | |||||||||||
Cost of financing services |
1,157,050 | 1,712,721 | 555,671 | 48.0 | ||||||||||||
Selling, general and administrative |
2,975,977 | 3,587,990 | 612,014 | 20.6 | ||||||||||||
Total |
28,383,811 | 34,429,273 | 6,045,462 | 21.3 | % | |||||||||||
Yen in millions |
||||
2023 v. 2022 Change |
||||
Changes in operating costs and expenses: |
||||
Effect of changes in vehicle unit sales and sales mix |
1,110,000 | |||
Effect of changes in exchange rates |
2,300,000 | |||
Effect of increase of cost of financial services |
320,000 | |||
Effect of cost reduction efforts |
1,290,000 | |||
Increase or decrease in expenses and expense reduction efforts |
525,000 | |||
Other |
500,462 | |||
Total |
6,045,462 | |||
Yen in millions |
||||
2023 v. 2022 Change |
||||
Changes in operating income and loss: |
||||
Effect of marketing efforts |
680,000 | |||
Effect of cost reduction efforts |
(1,290,000 | ) | ||
Effect of changes in exchange rates |
1,280,000 | |||
Increase or decrease in expenses and expense reduction efforts |
(525,000 | ) | ||
Other |
(415,672 | ) | ||
Total |
(270,672 | ) | ||
Yen in millions |
||||
2023 v. 2022 Change |
||||
Changes in operating income and loss: |
||||
Effect of marketing efforts |
365,000 | |||
Effect of cost reduction efforts |
(690,000 | ) | ||
Effect of changes in exchange rates |
1,210,000 | |||
Increase or decrease in expenses and expense reduction efforts |
(320,000 | ) | ||
Other |
(86,982 | ) | ||
Total |
478,018 | |||
Yen in millions |
||||
2023 v. 2022 Change |
||||
Changes in operating income and loss: |
||||
Effect of marketing efforts |
90,000 | |||
Effect of cost reduction efforts |
(395,000 | ) | ||
Effect of changes in exchange rates |
(15,000 | ) | ||
Increase or decrease in expenses and expense reduction efforts |
(135,000 | ) | ||
Other |
(185,520 | ) | ||
Total |
(640,520 | ) | ||
Yen in millions |
||||
2023 v. 2022 Change |
||||
Changes in operating income and loss: |
||||
Effect of marketing efforts |
130,000 | |||
Effect of cost reduction efforts |
(120,000 | ) | ||
Effect of changes in exchange rates |
(15,000 | ) | ||
Increase or decrease in expenses and expense reduction efforts |
(25,000 | ) | ||
Other |
(75,513 | ) | ||
Total |
(105,513 | ) | ||
Yen in millions |
||||
2023 v. 2022 Change |
||||
Changes in operating income and loss: |
||||
Effect of marketing efforts |
75,000 | |||
Effect of cost reduction efforts |
(25,000 | ) | ||
Effect of changes in exchange rates |
90,000 | |||
Increase or decrease in expenses and expense reduction efforts |
(45,000 | ) | ||
Other |
(52,899 | ) | ||
Total |
42,101 | |||
Yen in millions |
||||
2023 v. 2022 Change |
||||
Changes in operating income and loss: |
||||
Effect of marketing efforts |
60,000 | |||
Effect of cost reduction efforts |
(60,000 | ) | ||
Effect of changes in exchange rates |
10,000 | |||
Increase or decrease in expenses and expense reduction efforts |
0 | |||
Other |
(16,807 | ) | ||
Total |
(6,807 | ) | ||
Yen in millions |
||||||||||||||||
Year ended March 31, |
2023 v. 2022 Change |
|||||||||||||||
2022 |
2023 |
Amount |
Percentage |
|||||||||||||
Automotive: |
||||||||||||||||
Sales revenues |
28,605,738 | 33,820,000 | 5,214,263 | 18.2% | ||||||||||||
Operating income |
2,284,290 | 2,180,637 | (103,653 | ) | (4.5) | |||||||||||
Financial Services: |
||||||||||||||||
Sales revenues |
2,324,026 | 2,809,647 | 485,621 | 20.9 | ||||||||||||
Operating income |
657,001 | 437,516 | (219,485 | ) | (33.4) | |||||||||||
All Other: |
||||||||||||||||
Sales revenues |
1,129,876 | 1,224,943 | 95,067 | 8.4 | ||||||||||||
Operating income |
42,302 | 103,451 | 61,150 | 144.6 | ||||||||||||
Intersegment elimination/unallocated amount: |
||||||||||||||||
Sales revenues |
(680,133 | ) | (700,293 | ) | (20,160 | ) | — | |||||||||
Operating income |
12,104 | 3,420 | (8,684 | ) | — | |||||||||||
Total |
||||||||||||||||
Sales revenues |
31,379,507 | 37,154,298 | 5,774,791 | 18.4% | ||||||||||||
Operating income |
2,995,697 | 2,725,025 | (270,672 | ) | (9.0)% | |||||||||||
S&P |
Moody’s |
R&I |
||||
Short-term borrowing |
A-1+ |
P-1 |
— | |||
Long-term debt |
A+ | A1 | AAA |
Yen in millions |
||||||||||||||||||||
Payments Due by Period |
||||||||||||||||||||
Total |
Less than 1 year |
1 to 3 years |
3 to 5 years |
5 years and after |
||||||||||||||||
Contractual Obligations: |
||||||||||||||||||||
Short-term debt |
5,487,959 | 5,487,959 | — | — | — | |||||||||||||||
Long-term debt |
31,073,820 | 9,918,326 | 12,033,292 | 6,449,064 | 2,673,138 | |||||||||||||||
Commitments for the purchase of property, plant, other assets and services (note 30) |
4,712,085 | 474,929 | 476,834 | 986,110 | 2,774,212 | |||||||||||||||
Total |
41,273,864 | 15,881,214 | 12,510,126 | 7,435,174 | 5,447,350 | |||||||||||||||
Commercial Commitments (note 30): |
||||||||||||||||||||
Maximum potential exposure to guarantees given in the ordinary course of business |
3,310,989 | 881,967 | 1,470,118 | 834,481 | 124,423 | |||||||||||||||
Total |
3,310,989 | 881,967 | 1,470,118 | 834,481 | 124,423 | |||||||||||||||
| * | “Long-term debt” represents future principal payments. |
Facility |
Principal Activity |
|
Japan |
||
Toyota Technical Center |
Product planning, style, design, prototype production and vehicle evaluation | |
Toyota Technical Center Shimoyama |
Product planning, style, design and vehicle evaluation | |
Higashi-Fuji Technical Center |
Advanced development | |
Tokyo Design Research & Laboratory |
Advanced styling designs | |
Woven by Toyota, Inc. |
Development of artificial intelligence technology with a focus on automated driving technology Development of Woven City and software platform technologies |
|
Otemachi Office |
Development of key IT technologies, creation of new values by utilizing big data and collaboration with venture companies | |
Shibetsu Proving Ground |
Evaluation | |
Toyota Central R&D Labs., Inc. |
Basic research | |
United States |
||
Toyota Motor Engineering and Manufacturing North America, Inc. |
Product planning, design and evaluation of vehicles manufactured in North America | |
Calty Design Research, Inc. |
Design | |
Toyota Research Institute of North America (TRI-NA)
|
Advanced research relating to “energy and environment,” “safety” and “mobility infrastructure” | |
Toyota Research Institute, Inc. |
Research and development of artificial intelligence technology | |
Woven by Toyota, U.S., Inc. |
Development of automated driving technology and software | |
Europe |
||
Toyota Motor Europe NV/SA |
Planning and evaluation of vehicles manufactured in Europe | |
Facility |
Principal Activity |
|
Toyota Europe Design Development S.A.R.L. |
Design |
|
TOYOTA GAZOO Racing Europe GmbH |
Development of motor sports vehicles |
|
Woven by Toyota, U.K., Ltd. |
Development of automated driving technology and software platform technology | |
Asia Pacific |
||
Toyota Motor Asia (Thailand) Co., Ltd.* |
Planning and evaluation of vehicles manufactured in Australia and Asia | |
* Toyota Daihatsu Engineering & Manufacturing Co., Ltd. was renamed Toyota Motor Asia (Thailand) Co., Ltd. on June 4, 2024. |
||
China |
||
Intelligent Electro Mobility R&D Center by TOYOTA (China) Co., Ltd. |
Environmental technology design and evaluation in China | |
FAW Toyota Research & Development Co., Ltd. |
Design, evaluation and certification of vehicles manufactured in China | |
GAC Toyota Motor Co., Ltd. R&D Center |
Design, evaluation and certification of vehicles manufactured in China | |
BYD Toyota EV Technology Co., Ltd. |
Design and evaluation of BEVs |
|
Toyota Motor Technical Research and Service (Shanghai) Co., Ltd. |
Research of new technology, construction and system of automobiles | |
United Fuel Cell System R&D (Beijing) Co., Ltd. |
Development of FC system for commercial vehicles in China |
|
Name (Date of Birth) |
Position |
Brief Career Summary and Important Concurrent Duties |
Number of Common Shares (in thousands) |
|||||
|
Akio Toyoda
(May 3, 1956)
|
Chairman of the Board of Directors |
1984 Joined TMC
2000 Member of the Board of Directors of TMC
2002 Managing Director of TMC
2003 Senior Managing Director of TMC
2005 Executive Vice President of TMC
2009 President of TMC
2023 Chairman of TMC (to present)
(important concurrent duties)
Chairman of TOYOTA FUDOSAN CO., LTD.
Director of DENSO Corporation
Representative Director of ROOKIE Racing, Inc.
Chairman of TOYOTA GAZOO Racing World Rally Team
|
23,466 | |||||
| Shigeru Hayakawa (September 15, 1953) | Vice Chairman of the Board of Directors |
1977 Joined Toyota Motor Sales Co., Ltd.
2007 Managing Officer of TMC
2007 Toyota Motor North America, Inc. President
2012 Senior Managing Officer of TMC
2015 Member of the Board of Directors and Senior Managing Officer of TMC
2017 Vice Chairman of TMC (to present)
(important concurrent duties)
Representative Director of Institute for International Economic Studies
|
331 | |||||
|
Koji Sato
(October 19, 1969)
|
President,
Member of the Board of Directors
|
1992 Joined TMC
2017 Executive General Manager of TMC
2020 Operating Officer of TMC
2021 Operating Officer of TMC (current system)
2023 Operating Officer and President of TMC
President of TMC (to present) (important concurrent duties)
Chairman of TOYOTA GAZOO Racing Europe GmbH
Chairman and CEO of Toyota Motor North America, Inc.
|
56 | |||||
|
Hiroki Nakajima
(April 10, 1962)
|
Member of the Board of Directors, Operating Officer, Vice President |
1987 Joined TMC
2014 Executive General Manager of TMC
2015 Managing Officer of TMC
2020 Operating Officer of TMC
2023 Operating Officer and Executive Vice President of TMC (current system)
Member of the Board of Directors, Operating Officer, Vice President of TMC (to present)
(important concurrent duties)
President of Commercial Japan Partnership Technologies Corporation
|
20 | |||||
Name (Date of Birth) |
Position |
Brief Career Summary and Important Concurrent Duties |
Number of Common Shares (in thousands) |
|||||
|
Yoichi Miyazaki (October 19, 1963) |
Member of the Board of Directors, Operating Officer, Vice President |
1986 Joined TMC 2015 Managing Officer of TMC 2019 Operating Officer of TMC 2022 Operating Officer of TMC (current system) 2023 Operating Officer and Executive Vice President of TMC Member of the Board of Directors, Operating Officer, Vice President of TMC (to present) |
44 | |||||
|
Simon Humphries (March 30, 1967) |
Member of the Board of Directors, Operating Officer |
1988 Joined DCA Design in UK. 1994 Joined TMC 2016 President of Toyota Europe Design Development S.A.R.L. 2018 Executive General Manager of TMC 2023 Operating Officer of TMC Member of the Board of Directors, Operating Officer (to present) (important concurrent duties) Executive Vice President of Calty Design Research, Inc. |
11 | |||||
|
Ikuro Sugawara (March 6, 1957) |
Outside Member of the Board of Directors |
1981 Joined Ministry of International Trade and Industry 2010 Director-General of the Industrial Science and Technology Policy and Environment Bureau, Ministry of Economy, Trade and Industry 2012 Director-General of the Manufacturing Industries Bureau, Ministry of Economy, Trade and Industry 2013 Director-General of the Economic and Industrial Policy Bureau, Ministry of Economy, Trade and Industry 2015 Vice-Minister of Ministry of Economy, Trade and Industry 2017 Retired from the Ministry of Economy, Trade and Industry 2017 Special Advisor to the Cabinet 2018 Retired from Special Advisor to the Cabinet 2018 Outside Member of the Board of Directors of TMC (to present) (important concurrent duties) Independent Director of Hitachi, Ltd. Outside Director of FUJIFILM Holdings Corporation |
— | |||||
Name (Date of Birth) |
Position |
Brief Career Summary and Important Concurrent Duties |
Number of Common Shares (in thousands) |
|||||
|
Sir Philip Craven (July 4, 1950) |
Outside Member of the Board of Directors |
1989 President of the International Wheelchair Basketball Federation 2001 President of the International Paralympic Committee 2002 Retired as President of the International Wheelchair Basketball Federation 2017 Retired as President of the International Paralympic Committee 2018 Outside Member of the Board of Directors of TMC (to present) |
— | |||||
|
Masahiko Oshima (September 13, 1960) |
Outside Member of the Board of Directors |
1984 Joined The Mitsui Bank Limited 2012 Executive Officer of Sumitomo Mitsui Banking Corporation (SMBC) 2014 Managing Executive Officer of SMBC 2017 Director and Managing Executive Officer of SMBC Director and Senior Managing Executive Officer of SMBC 2018 Senior Managing Corporate Executive Officer of Sumitomo Mitsui Financial Group, Inc. (SMFG) Senior Managing Executive Officer of SMBC 2019 Deputy President and Executive Officer of SMFG Director and Deputy President of SMBC 2023 Deputy Chairman of SMBC Outside Member of the Board of Directors of TMC (to present) 2024 Advisor of SMBC (important concurrent duties) Advisor of SMBC |
1 | |||||
|
Emi Osono (August 8, 1965) |
Outside Member of the Board of Directors |
1988 Joined The Sumitomo Bank, Limited 1998 Visiting Professor of the Waseda Institute of Asia-Pacific Studies (WIAPS) 2000 Full-time lecturer at School of International Corporate Strategy, Hitotsubashi University Business School 2002 Assistant Professor at School of International Corporate Strategy, Hitotsubashi University Business School 2010 Professor at School of International Corporate Strategy, Hitotsubashi University Business School 2018 Professor at School of Business Administration, Hitotsubashi University Business School 2022 Dean and Professor at School of Business Administration and School of International |
0 | |||||
Name (Date of Birth) |
Position |
Brief Career Summary and Important Concurrent Duties |
Number of Common Shares (in thousands) |
|||||
|
Corporate Strategy, Hitotsubashi University Business School (to present) 2023 Outside Member of the Board of Directors of TMC (to present) (important concurrent duties) Professor at School of Business Administration, Hitotsubashi University Business School Outside Director of Tokio Marine Holdings, Inc. |
||||||||
|
Takeshi Shirane (September 5, 1952) |
Full-time Audit & Supervisory Board Member |
1977 Joined TMC 2001 General Manager of Production Management Div. of TMC 2004 General Manager of Global Procurement Planning Div. of TMC 2005 General Manager of 1st Procurement Div. of TMC Managing Officer of TMC 2009 Senior Managing Director of TMC 2011 Senior Managing Officer of TMC Advisor of Kanto Auto Works, Ltd. 2012 President of Kanto Auto Works, Ltd. President of Toyota Motor East Japan, Inc. 2019 Chairman of the Board of Toyota Motor East Japan, Inc. 2023 Senior Executive Advisor of Toyota Motor East Japan, Inc. (to present) Audit & Supervisory Board Member of TMC (to present) |
150 | |||||
|
Masahide Yasuda (April 1, 1949) |
Full-time Audit & Supervisory Board Member |
1972 Joined TMC 2000 General Manager of Overseas Parts Division of TMC 2007 President of Toyota Motor Corporation Australia Ltd. 2014 Chairman of Toyota Motor Corporation Australia Ltd. 2017 Retired as Chairman of Toyota Motor Corporation Australia Ltd. 2018 Audit & Supervisory Board Member of TMC (to present) |
63 | |||||
| Katsuyuki Ogura (January 25, 1963) | Full-time Audit & Supervisory Board Member |
1985 Joined TMC 2015 General Manager of Affiliated Companies Finance Dept. of TMC 2018 General Manager of Audit & Supervisory Board Office of TMC 2019 Audit & Supervisory Board Member of TMC (to present) (important concurrent duties) Outside Audit & Supervisory Board Member of Aichi Steel Corporation |
30 | |||||
Name (Date of Birth) |
Position |
Brief Career Summary and Important Concurrent Duties |
Number of Common Shares (in thousands) |
|||||
|
George Olcott (May 7, 1955) |
Outside Audit & Supervisory Board Member |
1986 Joined S.G.Warburg & Co., Ltd 1999 President of UBS Asset Management (Japan) 1999 President, Japan UBS Brinson 2000 Managing Director, Equity Capital Markets, UBS Warburg Tokyo 2001 Judge Business School, University of Cambridge 2005 FME Teaching Fellow, Judge Business School, University of Cambridge 2008 Senior Fellow, Judge Business School, University of Cambridge 2022 Outside Audit & Supervisory Board Member of TMC (to present) (important concurrent duties) Outside Director of Kirin Holdings Company, Limited |
3 | |||||
|
Catherine O’Connell (February 10, 1967) |
Outside Audit & Supervisory Board Member |
1987 Joined Japan Travel Bureau Inc. 1994 Senior Solicitor of Anderson Lloyd Barristers & Solicitors (New Zealand) 2002 In House Counsel of Olympus Corporation 2004 Senior In House Counsel of Matsushita Electric Industrial Co., Ltd. Motor Company Senior In House Counsel of Matsushita Electronic Components Co., Ltd. 2008 Hogan Lovells Horitsu Jimusho Gaikokuho Kyodo Jigyo 2012 Head of Legal of Molex Japan LLC 2017 President of O’Connell Consultants 2018 CEO of Catherine O’Connell Law (to present) 2023 Outside Audit & Supervisory Board Member of TMC (to present) (important concurrent duties) Registered foreign attorney External Audit & Supervisory Board Member of Fujitsu Limited |
— | |||||
|
Hiromi Osada (June 11, 1973) |
Outside Audit & Supervisory Board Member |
1999 Joined Chunichi Shimbun Co., Ltd. 2021 Editorial writer and Leader for reserve reporters in the Business News Department of Chunichi Shimbun Co., Ltd. 2023 Editorial Committee Member and International General Desk of Chunichi Shimbun Co., Ltd. 2024 Retired from Chunichi Shimbun Co., Ltd. 2024 Outside Audit & Supervisory Board Member of TMC (to present) |
— | |||||
| 1. | Mr. Koji Sato, who is President and Member of the Board of Directors, concurrently serves as Operating Officer (President). |
| 2. | The terms of office of the members of the board of directors commenced at the conclusion of the Ordinary General Shareholders’ Meeting held on June 18, 2024 and will expire at the conclusion of the Ordinary General Shareholders’ Meeting for fiscal 2025. |
| 3. | The terms of office of Mr. Takeshi Shirane, Mr. Katsuyuki Ogura, and Ms. Catherine O’Connell, who are all Audit & Supervisory Board Members, commenced at the conclusion of the Ordinary General Shareholders’ Meeting held on June 14, 2023 and will expire at the conclusion of the Ordinary General Shareholders’ Meeting for fiscal 2027. |
| 4. | The terms of office of Mr. Masahide Yasuda and Mr. George Olcott, who are both Audit & Supervisory Board Members, commenced at the conclusion of the Ordinary General Shareholders’ Meeting held on June 15, 2022 and will expire at the conclusion of the Ordinary General Shareholders’ Meeting for fiscal 2026. |
| 5. | The terms of office of Ms. Hiromi Osada commenced at the conclusion of the Ordinary General Shareholders’ Meeting held on June 18, 2024 and will expire at the conclusion of the Ordinary General Shareholders’ Meeting for fiscal 2028. |
Name (Date of Birth) |
Position |
Brief Career Summary and Important Concurrent Duties |
Number of Common Shares |
|||
|
Kumi Fujisawa (March 15, 1967) |
Substitute Audit & Supervisory Board Member |
1995 Founder and President of IFIS Limited Ltd. 2000 Director of Think Tank SophiaBank 2011 Public Governor of the Japan Securities Dealers Association (to present) 2012 Director of Organization for Supporting the Turnaround of Businesses Damaged by the Great East Japan Earthquake 2013 President of Think Tank SophiaBank 2014 Outside Director of Toyota Tsusho Corporation 2022 Chairperson of Institute for International Socio-Economic Studies (to present) (important concurrent duties) Chairperson of Institute for International Socio-Economic Studies Outside Director of Net Protections Holdings, Inc. Outside Director (Audit & Supervisory Committee Member) of CellSource Co., Ltd. Outside Director of Shizuoka Financial Group, Inc. |
— |
| • | It should be a system that encourages members of the board of directors to work to improve the medium- to long-term corporate value of Toyota. |
| • | It should be a system that can maintain compensation levels that will allow Toyota to secure and retain talented personnel. |
| • | It should be a system that motivates members of the board of directors to promote management from the same viewpoint as our shareholders with a stronger sense of responsibility as corporate managers. |
| * | Masahiko Oshima and Emi Osono, both outside members of the Board of Directors, replaced Teiko Kudo, an outside member of the Board of Directors, as members of the Executive Compensation Meeting on June 14, 2023. Teiko Kudo, an outside member of the Board of Directors, retired as an outside member of the Board of Directors upon the conclusion of the Ordinary General Shareholders’ Meeting held on June 14, 2023. |
| • | Review of remuneration level for each position and job responsibility |
| • | Review of remuneration composition for each position and job responsibility |
| • | Review of benchmarks and evaluation of actual results of fiscal 2024 |
| • | Determination of the amount of remuneration for each member of the board of directors |
| * | Calculated by multiplying the closing price of Toyota’s common stock on the Tokyo Stock Exchange by the number of shares issued after deducting the number of shares of treasury stock |
Type of Remuneration |
% of Total Remuneration |
Remuneration Method |
Concept |
|||
Base compensation |
Around 30% | Cash compensation |
The percentage of total remuneration represented by LTI is designed to increase as an individual’s roles and duties become greater. | |||
STI (Short Term Incentive) |
Around 20% | Cash compensation |
||||
LTI (Long Term Incentive) |
Around 50% | Share compensation |
||||
STI |
Financial indicators |
(1) Consolidated operating income (single year) | Indicator for evaluating Toyota’s efforts based on short-term business performance | |||
| (2) Fluctuation of Toyota’s market capitalization | Corporate value indicator for shareholders and investors to evaluate Toyota’s efforts | |||||
LTI |
Financial indicators |
(3) Consolidated operating income (multiple years) | Indicator for evaluating Toyota’s medium- to long-term efforts based on business performance | |||
| (4) Total shareholder return | Corporate value indicator for shareholders and investors to evaluate Toyota’s medium- to long-term efforts | |||||
(5) Return on equity |
||||||
Non-financial
indicator |
(6) Progress of efforts to resolve sustainability issues | Indicator for evaluating Toyota’s medium- to long-term efforts based on the degree of corporate value enhancement | ||||
Individual performance evaluation |
Qualitative evaluation of performance of each member of the Board of Directors | |||||
STI |
Evaluation Weight |
Evaluation Method |
Reference Value |
Evaluation Result |
||||
(1) Consolidated operating income (single year) |
70% | Evaluate the degree of attainment of consolidated operating income in fiscal 2024, using the average consolidated operating income of Toyota over the last 10 fiscal years as a reference value (set in 2023) | 2.5 trillion yen | 191% | ||||
(2) Fluctuation of Toyota’s market capitalization |
30% | Comparatively evaluate the fluctuation of TMC’s market capitalization for fiscal 2024 (average from January through March), using the market capitalization of Toyota and TOPIX for fiscal 2023 (average from January through March) as reference values |
Toyota: 25.5 trillion yen TOPIX: 1,990.68 |
|||||
LTI |
Evaluation Weight |
Evaluation Method |
Reference Value |
Evaluation Result |
||||
(3) Consolidated operating income (multiple years) |
35% | Evaluate the degree of attainment of consolidated operating income for the last three fiscal years, including fiscal 2024, using the average consolidated operating income of Toyota over the last 10 fiscal years as a reference value (set in 2023) | 2.5 trillion yen | 139% | ||||
(4) Total shareholder return |
17.5% | Comparatively evaluate Toyota’s total shareholder return, using the rate of change calculated by dividing the sum of the stock price of Toyota on the last day of fiscal 2024 and the cumulative amount of dividend per share during the period from the fiscal year that is four years before fiscal 2024 through fiscal 2024 by the stock price on the last day of the fiscal year that is five years before fiscal 2024 and the rate of change in TOPIX Net Total Return calculated in the same manner as reference values | TOPIX: 196.2% | |||||
|
(5) Return on equity |
17.5% | Comparatively evaluate Toyota’s return on equity for fiscal 2024 using the levels recommended by the Ito Review *1 as reference values |
8% | |||||
|
(6) Progress of efforts to resolve sustainability issues |
30% | Evaluate the degree of contribution of business activities during fiscal 2024 in accordance with the six key issues (materiality) *2
|
Six key issues (materiality) |
|||||
| *1 | A report on corporate governance reforms released by the Ministry of Economy, Trade and Industry in 2014 |
| *2 | The six key issues identified by Toyota are: (1) Expanding the Value of Mobility; (2) Safety & Reliability; (3) Coexistence of Humanity & the Earth (including carbon neutrality); (4) Supporting the Community and Employment; (5) Active Participation for All; and (6) Strong Production and Business Operation |
Consolidated operating income |
Indicator for evaluating Toyota’s efforts based on business performance | |
Fluctuation of the market capitalization |
Corporate value indicator for shareholders and investors to evaluate Toyota’s efforts | |
Individual performance evaluation |
Qualitative evaluation of performance of each member of the board of directors | |
Evaluation Weight |
Evaluation Method |
Reference Value |
Evaluation Result for Fiscal 2022 |
|||||
Consolidated operating income |
70% | Evaluate the degree of attainment of consolidated operating income in fiscal 2024, using required income (set in 2011) for Toyota’s sustainable growth as reference value | ¥1 trillion | 330% | ||||
Fluctuation of Toyota’s market capitalization |
30% | Comparatively evaluate the fluctuation of Toyota’s market capitalization for fiscal 2024 (average of January-March), using the market capitalization of Toyota and the TOPIX of fiscal 2023 (average of January-March) as reference values |
Toyota: ¥25.5 trillion TOPIX : ¥1,990.68 |
|||||
Compensation per Type (million yen) |
||||||||||||||||||||
Performance-based Compensation |
||||||||||||||||||||
Name, Position |
Classification of Company |
Fixed Compensation |
Bonus |
Share Compensation |
Retirement Benefits |
Total Compensation (millions of yen) |
||||||||||||||
Akio Toyoda, Member of the Board of Directors |
Toyota Motor Corporation | 289 | 324 | 1,009 (280,000 shares) |
— | 1,622 | ||||||||||||||
Shigeru Hayakawa, Member of the Board of Directors |
Toyota Motor Corporation | 77 | 133 | 179 (50,000 shares) |
— | 389 | ||||||||||||||
Koji Sato*1, Member of the Board of Directors |
Toyota Motor Corporation | 87 | 187 | 349 (97,000 shares) |
— | 623 | ||||||||||||||
Hiroki Nakajima*1, Member of the Board of Directors |
Toyota Motor Corporation | 48 | 110 | 137 (38,000 shares |
— | 295 | ||||||||||||||
Yoichi Miyazaki*1, Member of the Board of Directors |
Toyota Motor Corporation | 50 | 110 | 137 (38,000 shares |
— | 297 | ||||||||||||||
Simon Humphries*1, Member of the Board of Directors |
Toyota Motor Corporation | 36 | 55 | 51 (14,000 shares) |
— | 143 | ||||||||||||||
James Kuffner*2, Member of the Board of Directors |
Toyota Motor Corporation | 27 | 101 | — | — | 531 | ||||||||||||||
| Consolidated subsidiary (Woven by Toyota, Inc.) |
133 | 271 | — | — | ||||||||||||||||
| *1 | For Koji Sato, the President and a Member of the Board of Directors, and Hiroki Nakajima, Yoichi Miyazaki and Simon Humphries, who are Members of the Board of Directors, who all assumed office as directors at the Ordinary General Shareholders’ Meeting held on June 14, 2023, nine months’ compensation is listed. |
| *2 | For James Kuffner, who retired as director at the Ordinary General Shareholders’ Meeting held on June 14, 2023, three months’ compensation is listed. Fixed compensation that Woven by Toyota, Inc., Toyota’s consolidated subsidiary, pays to James Kuffner includes fixed compensation that is paid trimonthly and annually. In addition to the above fixed compensation, Toyota and its consolidated subsidiary, Woven by Toyota, Inc., paid a tax compensation of 44 million yen to James Kuffner, taking into account the difference in tax rates with respect to his home country and Japan. Performance-based compensation paid by Toyota to James Kuffner includes performance-based compensation for the year ended March 2022 (68 million yen). |
6.C |
BOARD PRACTICES |
6.D |
EMPLOYEES |
Segment |
Number of Employees |
Location |
Number of Employees |
|||
Automotive |
336,291 | Japan | 202,152 | |||
Financial services |
14,658 | North America | 63,842 | |||
All other |
23,325 | Europe | 23,610 | |||
Unallocated |
6,519 | Asia | 66,304 | |||
| Other* | 24,885 | |||||
Total |
380,793 |
Total |
380,793 |
|||
|
* “Other” consists of Central and South America, Oceania, Africa and the Middle East. |
||||||
Eligible Persons |
Members of the board of directors of Toyota (excluding outside members of the board of directors) | |
Total amount of the share compensation |
Maximum of 4.0 billion yen per year | |
Amount of the share compensation payable to each member of the board of directors |
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 stock (with transfer restrictions under an allotment agreement) | |
Total number of shares to be allotted |
Maximum of 4,000,000 shares per year in total to eligible members of the board of directors (Provided, however, that if a stock split, including a gratis allotment, or a reverse stock split of Toyota’s common stock is carried out after June 15, 2022, or in case of events that otherwise require an adjustment to the total number of Toyota’s shares of common stock to be issued or disposed of as restricted share compensation, such total number of shares will be adjusted to a reasonable extent.) |
|
Amount to be paid |
Determined by the board of directors of Toyota based on the closing price of Toyota’s common stock 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 eligible members of the board of directors |
Transfer restriction period |
A period of three to fifty years from the allotment date, which is determined by the board of directors of Toyota in advance | |
Conditions for removal of transfer restrictions |
Restrictions will be removed upon the expiration of the transfer restriction period. However, restrictions will also be removed in the case of expiration of the term of office, death, or other legitimate reasons. | |
Gratis acquisition by Toyota |
Toyota will be able to acquire all allotted shares without consideration in the case of violations of laws and regulations or other reasons specified by the board of directors of Toyota during the transfer restriction period. |
Name of Beneficial Owner |
Number of Shares of Common Stock (in thousands) |
Percentage of Outstanding Voting Shares of Common Stock |
||||||
Toyota Industries Corporation |
1,192,331 | 8.87 | ||||||
1-3. |
Consolidated Financial Statements. Toyota’s audited consolidated financial statements are included under “Item 18 — Financial Statements.” Except for Toyota’s consolidated financial statements included under Item 18, no other information in this annual report has been audited by Toyota’s auditors. |
| 4. | Not applicable. |
| 5. | Not applicable. |
| 6. | Export Sales. See “Item 5. Operating and Financial Review and Prospects — 5.A Operating Results — Overview — Geographic Breakdown.” |
| 7. | Legal and Arbitration Proceedings. See “Item 4. Information on the Company — 4.B Business Overview — Legal Proceedings.” |
| 8. | Dividend Information. |
Cash Dividends per Common Share |
||||||||
Period Ended |
Yen |
U.S. dollars |
||||||
September 30, 2021 |
120.0 | 1.07 | ||||||
March 31, 2022 |
|
28.0 <140.0 |
> |
|
0.23 <1.15 |
> |
||
September 30, 2022 |
|
25.0 <125.0 |
> |
|
0.17 <0.86 |
> |
||
March 31, 2023 |
|
35.0 <175.0 |
> |
|
0.26 <1.32 |
> |
||
September 30, 2023 |
|
30.0 <150.0 |
> |
|
0.20 <1.00 |
> |
||
March 31, 2024 |
|
45.0 <225.0 |
> |
|
0.30 <1.49 |
> |
||
| * | The numbers in angle brackets are calculated based on a “pre-stock split” basis, that is, on the assumption that the five-for-one |
| • | the manufacture, sale, leasing and repair of: |
| • | motor vehicles, industrial vehicles, ships, aircraft, other transportation machinery and apparatus, spacecraft and space machinery and apparatus, and parts thereof; |
| • | industrial machinery and apparatus, other general machinery and apparatus, and parts thereof; |
| • | electrical machinery and apparatus, and parts thereof; and |
| • | measuring machinery and apparatus, medical machinery and apparatus, and parts thereof; |
| • | the manufacture and sale of ceramics and products of synthetic resins, and materials thereof; |
| • | the manufacture, sale and repair of construction materials and equipment, furnishings and fixtures for residential buildings; |
| • | the planning, designing, supervision, execution and undertaking of construction works, civil engineering works, land development, urban development and regional development; |
| • | the sale, purchase, leasing, brokerage and management of real estate; |
| • | the service of information processing, information communications and information supply and the development, sale and leasing of software; |
| • | the design and development of product sales systems that utilize networks such as the Internet, sale, leasing and maintenance of computers included within such systems, and sale of products by utilizing such systems; |
| • | the inland transportation, marine transportation, air transportation, stevedoring, warehousing and tourism businesses; |
| • | the printing, publishing, advertising and publicity, general leasing, security and workers dispatch businesses; |
| • | the credit card operations, purchase and sale of securities, investment consulting, investment trust operation, and other financial services; |
| • | the operation and management of such facilities as parking lots, showrooms, educational facilities, medical care facilities, sports facilities, marinas, airfields, food and drink stands and restaurants, lodging facilities, retail stores and others; |
| • | the non-life insurance agency business and the life insurance agency business; |
| • | the production and processing by using biotechnology of agricultural products including trees, and the sale of such products; |
| • | the power generation and the supply and sale of electric power; |
| • | the sale of goods related to each of the preceding items and mineral oil; |
| • | the conducting of engineering, consulting, invention and research relating to each of the preceding items and the utilization of such invention and research; and |
| • | any businesses incidental to or related to any of the preceding items. |
| (1) | any amendment of the articles of incorporation with certain exceptions in which a shareholders’ resolution is not required; |
| (2) | acquisition of its own shares from a specific party; |
| (3) | consolidation of shares; |
| (4) | any issue or transfer of its shares at a “specially favorable” price (or any issue of stock acquisition rights or bonds with stock acquisition rights at “specially favorable” conditions by Toyota) to any persons other than shareholders; |
| (5) | the removal of an audit & supervisory board member; |
| (6) | the exemption of liability of a director or audit & supervisory board member with certain exceptions; |
| (7) | a reduction of stated capital which meets certain requirements with certain exceptions; |
| (8) | a distribution of in-kind dividends which meets certain requirements; |
| (9) | dissolution, merger, or consolidation with certain exceptions in which a shareholders’ resolution is not required; |
| (10) | the transfer of the whole or a material part of the business; |
| (11) | the transfer in entirety or in part of shares or equity interest of a subsidiary under certain conditions; |
| (12) | the taking over of the entire business of any other corporation with certain exceptions in which a shareholders’ resolution is not required; |
| (13) | share exchange or share transfer for the purpose of establishing 100% parent-subsidiary relationships with certain exceptions in which a shareholders’ resolution is not required; |
| (14) | company split with certain exceptions in which a shareholders’ resolution is not required; or |
| (15) | share delivery with certain exceptions in which a shareholders’ resolution is not required. |
| (i) | individuals who do not reside in Japan; and |
| (ii) | corporations whose principal offices are located outside Japan. |
| (i) | individuals who are exchange non-residents; |
| (ii) | corporations or other organizations that are organized under the laws of foreign countries or whose principal offices are located outside of Japan; |
| (iii) | Japanese corporations of which 50% or more of their total voting rights are held directly or indirectly by individuals who are exchange non-residents and/or corporations or other organizations falling within (i) and/or (ii) above; |
| (iv) | partnerships under the Civil Code of Japan (Act No. 89 of 1896, as amended) established to invest in corporations, limited partnerships for investment under the Limited Partnership Act for Investment of Japan (Act No. 90 of 1998, as amended), or any other similar partnerships under foreign law, of which (a) 50% or more of the total contributions are made by individuals and/or corporations falling within (i), (ii), (iii) above and/or (v) below or any other persons prescribed under the Foreign Exchange Regulations or (b) a majority of the general partners are individuals and/or corporations falling within (i), (ii), (iii) above and/or (v) below or any other persons prescribed under the Foreign Exchange Regulations; and |
| (v) | corporations or other organizations, a majority of whose officers, or officers having the power of representation, are individuals who are exchange non-residents. |
| (i) | companies engaged in businesses excluding certain businesses designated by the Foreign Exchange Regulations as designated businesses (the “Designated Businesses”); |
| (ii) | companies engaged in Designated Businesses designated by the Foreign Exchange Regulations as core sector businesses (the “Core Sector Designated Businesses”); and |
| (iii) | corporations engaged in Designated Businesses other than the Core Sector Designated Businesses (the “Non-Core Sector Designated Businesses”). |
| (i) | the foreign investor or its closely-related persons (as defined in the Foreign Exchange Regulations) will not become directors or audit & supervisory board members of the relevant company; |
| (ii) | the foreign investor will not make certain proposals (as prescribed in the Foreign Exchange Regulations) at a general meeting of shareholders, including transfer or discontinuation of the Designated Businesses of the relevant company; |
| (iii) | the foreign investor will not access non-public technical information in relation to the Designated Businesses of the relevant company, or take certain other actions that may lead to the leak of such non-public technical information (as prescribed in the Foreign Exchange Regulations); |
| (iv) | the foreign investor will not attend, and will not cause any persons designated by it to attend, meetings of the relevant company’s board of directors, or meetings of committees having authority to make important decisions, in respect of the Core Sector Designated Businesses of the relevant company; and |
| (v) | the foreign investor will not make, and will not cause any persons designated by it to make, proposals to such board or committees or their members in writing or electronic form requesting any response or actions by certain deadlines in respect of the Core Sector Designated Businesses of the relevant company. |
| 1. | an individual who is a citizen or resident of the United States; |
| 2. | a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States, any state thereof, or the District of Columbia; |
| 3. | an estate the income of which is subject to U.S. federal income tax without regard to its source; or |
| 4. | a trust that is subject to the primary supervision of a U.S. court and the control of one or more U.S. persons, or that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person. |
| 1. | is a resident of the United States for purposes of the Treaty; |
| 2. | does not maintain a permanent establishment in Japan (a) with which the shares of common stock or ADSs are effectively connected and through which the U.S. Holder carries on or has carried on business, or (b) of which the shares of common stock or ADSs form part of the business property; and |
| 3. | is eligible for benefits under the Treaty with respect to income and gain derived in connection with the shares of common stock or ADSs. |
| (i) | the gain is effectively connected with a trade or business conducted by the Non-U.S. Holder within the United States (and, if an applicable tax treaty requires, is attributable to a U.S. permanent establishment or fixed base of such Non-U.S. Holder); or |
| (ii) | the Non-U.S. Holder is an individual who was present in the United States for 183 or more days in the taxable year of the disposition and other conditions are met. |
Persons depositing or withdrawing shares must pay: |
For: |
|
| $5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | • Delivery of ADSs, including those resulting from a distribution, sale or exercise of shares or rights or other property |
|
• Surrender of ADSs for the purpose of withdrawal including if the deposit agreement terminates |
||
| $0.05 (or less) per ADS | • Any cash distribution to ADS registered holders |
|
| A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for delivery of ADSs | • Distribution of securities or rights distributed to holders of deposited securities that are distributed by the Depositary to ADS registered holders |
|
| $0.05 (or less) per ADS per year | • General depositary services |
|
| Registration fees | • Registration of transfer of shares on Toyota’s share register to or from the name of the Depositary or its nominee or the custodian or its nominee when shares are deposited or withdrawn |
|
| Fees and expenses of the Depositary | • Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement) |
|
• Converting foreign currency to U.S. dollars |
||
| Taxes and other governmental charges the Depositary or the custodian have to pay on any ADS or share underlying an ADS | • As necessary |
|
| Any other charges payable by the Depositary, the custodian or their respective agents in connection with the servicing of the deposited securities | • As necessary |
|
| (i) | pertain to the maintenance of records that in reasonable detail, accurately and fairly reflect the transactions and dispositions of Toyota’s assets; |
| (ii) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS Accounting Standards, and that Toyota’s receipts and expenditures are being made only in accordance with authorizations of Toyota’s management and members of the board of directors; and |
| (iii) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Toyota’s assets that could have a material effect on the financial statements. |
ITEM 16. |
[RESERVED] |
ITEM 16A. |
AUDIT COMMITTEE FINANCIAL EXPERT |
Yen in millions |
||||||||
2023 |
2024 |
|||||||
Audit Fees (1)
|
6,617 | 7,787 | ||||||
Audit-related Fees (2)
|
83 | 106 | ||||||
Tax Fees (3)
|
375 | 494 | ||||||
All Other Fees (4)
|
177 | 20 | ||||||
Total |
7,251 |
8,407 |
||||||
| (1) | Audit Fees consist of fees billed for the annual audit services engagement and other audit services, which are those services that only the external auditor reasonably can provide, and include the services of annual audit, quarterly reviews and assessment and reviews of the effectiveness of internal controls over financial reporting of Toyota and its subsidiaries and affiliated companies; the services associated with SEC registration statements or other documents issued in connection with securities offerings such as comfort letters and consents; and consultations as to the accounting or disclosure treatment of transactions or events. |
| (2) | Audit-related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of its financial statements or that are traditionally performed by the external auditor, and mainly include services such as agreed-upon or expanded audit procedures; and financial statement audits of employee benefit plans. |
| (3) | Tax Fees include fees billed for tax compliance services, including services such as tax planning, advice and compliance of federal, state, local and international tax; the review of tax returns; assistance with tax audits and appeals; tax-only valuation services including transfer pricing; expatriate tax assistance and compliance. |
| (4) | All Other Fees primarily include fees billed for risk management advisory services; services providing information related to automotive market conditions; and other advisory services. |
Period |
(a) Total Number of Shares Purchased (1)
|
(b) Average Price Paid per Share (Yen) (1)
|
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
|
(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)
|
||||||||||||
April 1, 2023 – April 30, 2023 |
565 | 1,842 | — | — | ||||||||||||
May 1, 2023 – May 31, 2023 |
11,538,155 | 1,947 | 11,537,500 | — | ||||||||||||
June 1, 2023 – June 30, 2023 |
5,948,295 | 2,002 | 5,947,000 | — | ||||||||||||
July 1, 2023 – July 31, 2023 |
16,373,051 | 2,265 | 16,372,000 | — | ||||||||||||
August 1, 2023 – August 31, 2023 |
9,677,037 | 2,377 | 9,676,000 | — | ||||||||||||
September 1, 2023 – September 30, 2023 |
8,265,881 | 2,665 | 8,264,700 | — | ||||||||||||
October 1, 2023 – October 31, 2023 |
11,239,482 | 2,625 | 11,239,000 | — | ||||||||||||
November 1, 2023 – November 30, 2023 |
8,671,655 | 2,760 | 8,670,800 | — | ||||||||||||
December 1, 2023 – December 31, 2023 |
8,090,341 | 2,674 | 8,088,900 | — | ||||||||||||
January 1, 2024 – January 31, 2024 |
1,983,049 | 2,925 | 1,981,500 | — | ||||||||||||
February 1, 2024 – February 29, 2024 |
4,886,446 | 3,358 | 4,885,600 | — | ||||||||||||
March 1, 2024 – March 31, 2024 |
4,809,345 | 3,592 | 4,808,300 | — | ||||||||||||
Total |
91,483,302 |
— |
91,471,300 |
— |
||||||||||||
| (1) | A portion of the above purchases were made as a result of holders of shares constituting less than one unit, which is 100 shares of common stock, requesting Toyota to purchase shares that are a fraction of a unit, in accordance with Toyota’s share handling regulations. Toyota is required to comply with such requests pursuant to the Companies Act. See “Item 10. Additional Information — 10.B Memorandum and Articles of |
Association — Japanese Unit Share System.” The number of shares purchased not pursuant to publicly announced plans or programs conducted in fiscal 2024 is 12,002. |
| (2) | Toyota announced on May 10, 2023 that it would repurchase up to 120 million shares of its common stock between May 18, 2023 and October 31, 2023 at a total maximum purchase price of 150 billion yen, in order to return to shareholders the profits derived in fiscal 2023. Toyota further announced on November 1, 2023 that it would repurchase up to 60 million shares of its common stock between November 2, 2023 and April 30, 2024 at a total maximum purchase price of 100 billion yen in order to return to shareholders the profits derived in the first half of fiscal 2024. |
| (a) | a person who is not, and has never been during the ten year period before becoming an outside member of the board of directors, an executive director (a member of the board of directors who engages in the execution of business), executive officer, manager or employee (collectively, “Executive Director, etc.”) of Toyota or its subsidiaries; |
| (b) | if a person was a member of the board of directors, accounting counselor (in the case that an accounting counselor is a legal entity, an employee of such entity who is in charge of its affairs) or audit & supervisory board member (excluding those who have ever been Executive Directors, etc.) of |
Toyota or any of its subsidiaries at any time during the ten year period before becoming an outside member of the board of directors, such person who has not been an Executive Director, etc. of Toyota or any of its subsidiaries during the ten year period before becoming a member of the board of directors, accounting counselor or audit & supervisory board member; and |
| (c) | a person who is not a spouse or relative within the second degree of kinship of any member of the board of directors or manager or other key employee of Toyota. |
| • | To believe in and uphold the Toyota Philosophy, have a high interest in our company’s business and people, and understand our company and its surrounding environment by having close dialogues with top management |
| • | To contribute to decision-making for our company’s sustainable growth and medium- to long-term enhancement in our corporate value as well as to solutions to social issues |
| • | To contribute to greater added value of the board of directors’ decision-making while supervising business execution, utilizing their abundant experience and advanced expertise based on their recognition of diverse stakeholders’ opinions |
| • | To provide advice and support on key issues and business strategies, etc., in addition to matters presented to the board of directors |
| • | To conduct audits from a fair and neutral standpoint, utilizing their abundant experience and advanced expertise |
| 1. | History of belonging to affiliated companies: Persons who are currently functioning as executive directors, members of the audit & supervisory board, operating officers, or employees of our company and its consolidated subsidiaries. Or those who functioned as executive directors, members of the audit & supervisory board, operating officers, or employees at any time during the last ten years. |
| 2. | Major business partners: Persons who are executing business in companies, etc. (executive directors, executive officers, operating officers, employees, or any equivalents; the same shall apply hereunder) where the amount of the transaction with our company and its consolidated subsidiaries is more than 2% of the consolidated net sales of their company or our company and its consolidated subsidiaries in any of the last three fiscal years. |
| 3. | Major lenders: Persons who are executing business in companies from which our company and its consolidated subsidiaries borrowed funds amounting to more than 2% of the consolidated total assets of our company and its consolidated subsidiaries in any of the last three fiscal years. |
| 4. | Highly paid experts: Consultants, accountants, or jurists who earned more than US$120,000 a year directly from our company and its consolidated subsidiaries as remuneration (excluding that for the function of outside executives) in any of the last three fiscal years. |
| 5. | Large contribution: Persons who (or persons belonging to organizations that) received contributions amounting to more than US$120,000 a year from our company and its consolidated subsidiaries in any of the last three fiscal years. |
| 6. | Major shareholders: Persons who are executing business in companies, etc., that are ranked tenth or higher in terms of the ownership ratio of our company’s shares or for which our company is ranked tenth or higher in terms of the ownership ratio of their shares. |
| 7. | Affiliated audit firms: Persons who currently belong to or belonged to, at any time during the last ten years, the audit firms serving as accounting auditors of our company and its consolidated subsidiaries. |
| 8. | Close relatives: Spouses, or relatives within the second degree of kinship, of members of the board of directors and the audit & supervisory board, operating officers, key employees of our company and its consolidated subsidiaries, or persons falling into the above 1 to 6 (excluding non-key persons). |
| 9. | Mutual executive dispatch: Persons who are executing business in companies that are accepting one or more member(s) of the board of directors or the audit & supervisory board from our company and its consolidated subsidiaries. |
| 10. | Term of office: Persons whose term of office as an outside executive is longer than 12 years. |
(a) |
the person has never been a member of the board of directors, accounting counselor (in the case that an accounting counselor is a legal entity, an employee of such entity who is in charge of its affairs), executive officer, manager or employee of Toyota or its subsidiaries during the ten year period before becoming an outside audit & supervisory board member; |
(b) |
if the person was an audit & supervisory board member of Toyota or any of its subsidiaries at any time during the ten year period before becoming an outside audit & supervisory board member, such person has not been a member of the board of directors, accounting counselor (in the case that an accounting counselor is a legal entity, an employee of such entity who is in charge of its affairs), executive officer, manager or employee of Toyota or any of its subsidiaries during the ten year period before becoming an audit & supervisory board member of Toyota or any of its subsidiaries; and |
(c) |
the person is not a spouse or relative within the second degree of kinship of any member of the board of directors or manager or other key employee of Toyota. |
* 1
|
Regulations concerning cybersecurity, which were adopted at the World Forum for the Harmonization of Vehicle Regulations (WP.29) in June 2020 |
* 2 |
International standards concerning cyber security of electrical/electronic systems of automobiles |
Page |
||||
| F - 2 | ||||
| F - 4 | ||||
| F - 6 | ||||
| F - 7 | ||||
| F - 8 | ||||
| F - 10 | ||||
F - 11 |
||||
Yen in millions |
||||||||||
Notes |
March 31, 2023 |
March 31, 2024 |
||||||||
| Assets |
||||||||||
| Current assets |
||||||||||
| Cash and cash equivalents |
6 | 7,516,966 | 9,412,060 | |||||||
| Trade accounts and other receivables |
7 | 3,586,130 | 3,789,429 | |||||||
| Receivables related to financial services |
8 | 8,279,806 | 11,057,269 | |||||||
| Other financial assets |
9 | 1,715,675 | 4,702,168 | |||||||
| Inventories |
10 | 4,255,614 | 4,605,368 | |||||||
| Income tax receivable |
218,704 | 116,886 | ||||||||
| Other current assets |
886,885 | 1,031,098 | ||||||||
| |
|
|
|
|||||||
| Total current assets |
26,459,781 | 34,714,279 | ||||||||
| |
|
|
|
|||||||
| Non-current assets |
||||||||||
| Investments accounted for using the equity method |
11 | 5,227,345 | 5,710,106 | |||||||
| Receivables related to financial services |
8 | 16,491,045 | 20,637,090 | |||||||
| Other financial assets |
9 | 10,556,431 | 11,390,559 | |||||||
| Property, plant and equipment |
||||||||||
| Land |
12 | 1,426,370 | 1,441,811 | |||||||
| Buildings |
12 | 5,464,811 | 5,884,749 | |||||||
| Machinery and equipment |
12 | 14,796,619 | 16,469,032 | |||||||
| Vehicles and equipment on operating leases |
12 | 6,774,427 | 7,523,911 | |||||||
| Construction in progress |
12 | 846,866 | 1,040,188 | |||||||
| |
|
|
|
|||||||
| Total property, plant and equipment, at cost |
12 | 29,309,093 | 32,359,692 | |||||||
| |
|
|
|
|||||||
| Less - Accumulated depreciation and impairment losses |
12 | (16,675,119 | ) | (18,101,905 | ) | |||||
| |
|
|
|
|||||||
| Total property, plant and equipment, net |
12 | 12,633,974 | 14,257,788 | |||||||
| |
|
|
|
|||||||
| Right of use assets |
13 | 491,368 | 532,835 | |||||||
| Intangible assets |
14 | 1,249,122 | 1,355,326 | |||||||
| Deferred tax assets |
15 | 387,427 | 502,230 | |||||||
| Other non-current assets |
23 | 806,687 | 1,014,083 | |||||||
| |
|
|
|
|||||||
| Total non-current assets |
47,843,399 | 55,400,017 | ||||||||
| |
|
|
|
|||||||
| Total assets |
74,303,180 | 90,114,296 | ||||||||
| |
|
|
|
|||||||
Yen in millions |
||||||||||||
Notes |
March 31, 2023 |
March 31, 2024 |
||||||||||
| Liabilities |
||||||||||||
| Current liabilities |
||||||||||||
| Trade accounts and other payables |
16 | 4,986,309 | 5,251,357 | |||||||||
| Short-term and current portion of long-term debt |
17 | 12,305,639 | 15,406,284 | |||||||||
| Accrued expenses |
1,552,345 | 1,863,760 | ||||||||||
| Other financial liabilities |
18 | 1,392,397 | 1,700,137 | |||||||||
| Income taxes payable |
404,606 | 1,224,542 | ||||||||||
| Liabilities for quality assurance |
24 | 1,686,357 | 1,836,314 | |||||||||
| Other current liabilities |
1,632,063 | 1,895,516 | ||||||||||
| |
|
|
|
|||||||||
| Total current liabilities |
23,959,715 | 29,177,909 | ||||||||||
| |
|
|
|
|||||||||
| Non-current liabilities |
||||||||||||
| Long-term debt |
17 | 17,074,634 | 21,155,496 | |||||||||
| Other financial liabilities |
18 | 533,710 | 495,814 | |||||||||
| Retirement benefit liabilities |
23 | 1,065,508 | 1,077,962 | |||||||||
| Deferred tax liabilities |
15 | 1,802,346 | 2,219,638 | |||||||||
| Other non-current liabilities |
603,052 | 748,139 | ||||||||||
| |
|
|
|
|||||||||
| Total non-current liabilities |
21,079,251 | 25,697,049 | ||||||||||
| |
|
|
|
|||||||||
| Total liabilities |
45,038,967 | 54,874,958 | ||||||||||
| |
|
|
|
|||||||||
| Shareholders’ equity |
||||||||||||
| Common stock |
25 | 397,050 | 397,050 | |||||||||
| Additional paid-in capital |
25 | 498,728 | 491,802 | |||||||||
| Retained earnings |
25 | 28,343,296 | 32,795,365 | |||||||||
| Other components of equity |
25 | 2,836,195 | 4,503,756 | |||||||||
| Treasury stock |
25 | (3,736,562 | ) | (3,966,982 | ) | |||||||
| |
|
|
|
|||||||||
| Total Toyota Motor Corporation shareholders’ equity |
25 | 28,338,706 | 34,220,991 | |||||||||
| |
|
|
|
|||||||||
| Non-controlling interests |
925,507 | 1,018,347 | ||||||||||
| |
|
|
|
|||||||||
| Total shareholders’ equity |
29,264,213 | 35,239,338 | ||||||||||
| |
|
|
|
|||||||||
| Total liabilities and shareholders’ equity |
74,303,180 | 90,114,296 | ||||||||||
| |
|
|
|
|||||||||
Yen in millions |
||||||||||||||||
Notes |
For the year ended March 31, 2022 |
For the year ended March 31, 2023 |
For the year ended March 31, 2024 |
|||||||||||||
| Sales revenues |
||||||||||||||||
| Sales of products |
26 | 29,073,428 | 34,367,619 | 41,648,130 | ||||||||||||
| Financial services |
26 | 2,306,079 | 2,786,679 | 3,447,195 | ||||||||||||
| |
|
|
|
|
|
|||||||||||
| Total sales revenues |
26 | 31,379,507 | 37,154,298 | 45,095,325 | ||||||||||||
| |
|
|
|
|
|
|||||||||||
| Costs and expenses |
||||||||||||||||
| Cost of products sold |
24,250,784 | 29,128,561 | 33,600,612 | |||||||||||||
| Cost of financial services |
1,157,050 | 1,712,721 | 2,126,395 | |||||||||||||
| Selling, general and administrative |
2,975,977 | 3,587,990 | 4,015,383 | |||||||||||||
| |
|
|
|
|
|
|||||||||||
| Total costs and expenses |
28,383,811 | 34,429,273 | 39,742,390 | |||||||||||||
| |
|
|
|
|
|
|||||||||||
| Operating income |
2,995,697 | 2,725,025 | 5,352,934 | |||||||||||||
| |
|
|
|
|
|
|||||||||||
| Share of profit (loss) of investments accounted for using the equity method |
11 | 560,346 | 643,063 | 763,137 | ||||||||||||
| Other finance income |
28 | 334,760 | 379,350 | 747,236 | ||||||||||||
| Other finance costs |
28 | (43,997 | ) | (125,113 | ) | (103,709 | ) | |||||||||
| Foreign exchange gain (loss), net |
216,187 | 124,516 | 187,568 | |||||||||||||
| Other income (loss), net |
(72,461 | ) | (78,109 | ) | 17,918 | |||||||||||
| |
|
|
|
|
|
|||||||||||
| Income before income taxes |
3,990,532 | 3,668,733 | 6,965,085 | |||||||||||||
| |
|
|
|
|
|
|||||||||||
| Income tax expense |
15 | 1,115,918 | 1,175,765 | 1,893,665 | ||||||||||||
| |
|
|
|
|
|
|||||||||||
| Net income |
2,874,614 | 2,492,967 | 5,071,421 | |||||||||||||
| |
|
|
|
|
|
|||||||||||
| Net income attributable to |
||||||||||||||||
| Toyota Motor Corporation |
2,850,110 | 2,451,318 | 4,944,933 | |||||||||||||
| Non-controlling interests |
24,504 | 41,650 | 126,488 | |||||||||||||
| |
|
|
|
|
|
|||||||||||
| Net income |
2,874,614 | 2,492,967 | 5,071,421 | |||||||||||||
| |
|
|
|
|
|
|||||||||||
Yen |
||||||||||||||||
| Earnings per share attributable to Toyota Motor Corporation |
||||||||||||||||
| Basic and Diluted |
29 | 205.23 | 179.47 | 365.94 | ||||||||||||
| |
|
|
|
|
|
|||||||||||
Yen in millions |
||||||||||||||||
Notes |
For the year ended March 31, 2022 |
For the year ended March 31, 2023 |
For the year ended March 31, 2024 |
|||||||||||||
| Net income |
2,874,614 | 2,492,967 | 5,071,421 | |||||||||||||
| 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 |
25 | (49,242 | ) | 99,223 | 557,539 | |||||||||||
| Remeasurements of defined benefit plans |
25 | 136,250 | 65,153 | 46,328 | ||||||||||||
| Share of other comprehensive income of equity method investees |
11,25 | 113,641 | (77,148 | ) | 156,118 | |||||||||||
| |
|
|
|
|
|
|||||||||||
| Total of items that will not be reclassified to profit (loss) |
200,648 | 87,228 | 759,984 | |||||||||||||
| |
|
|
|
|
|
|||||||||||
| Items that may be reclassified subsequently to profit (loss) |
||||||||||||||||
| Exchange differences on translating foreign operations |
25 | 902,844 | 676,042 | 1,178,875 | ||||||||||||
| Net changes in revaluation of financial assets measured at fair value through other comprehensive income |
25 | (154,174 | ) | (115,738 | ) | 12,247 | ||||||||||
| Share of other comprehensive income of equity method investees |
11,25 | 193,811 | 180,181 | 165,996 | ||||||||||||
| |
|
|
|
|
|
|||||||||||
| Total of items that may be reclassified subsequently to profit (loss) |
942,480 | 740,485 | 1,357,118 | |||||||||||||
| |
|
|
|
|
|
|||||||||||
| Total other comprehensive income, net of tax |
25 | 1,143,129 | 827,713 | 2,117,103 | ||||||||||||
| |
|
|
|
|
|
|||||||||||
| Comprehensive income |
4,017,742 | 3,320,681 | 7,188,523 | |||||||||||||
| |
|
|
|
|
|
|||||||||||
| Comprehensive income for the period attributable to |
||||||||||||||||
| Toyota Motor Corporation |
3,954,350 | 3,251,090 | 6,999,828 | |||||||||||||
| Non-controlling interests |
63,392 | 69,591 | 188,696 | |||||||||||||
| |
|
|
|
|
|
|||||||||||
| Comprehensive income |
4,017,742 | 3,320,681 | 7,188,523 | |||||||||||||
| |
|
|
|
|
|
|||||||||||
Yen in millions |
||||||||||||||||||||||||||||||||||||
Notes |
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 |
25 | — | — | — | 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 |
25 | — | — | (709,872 | ) | — | — | (709,872 | ) | (51,723 | ) | (761,595 | ) | |||||||||||||||||||||||
| Repurchase of treasury stock |
25 | — | — | — | — | (404,718 | ) | (404,718 | ) | — | (404,718 | ) | ||||||||||||||||||||||||
| Reissuance of treasury stock |
25 | — | 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 |
25 | — | — | 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 | |||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Yen in millions |
||||||||||||||||||||||||||||||||||||
Notes |
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 |
25 | — | — | — | 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 |
25 | — | — | (727,980 | ) | — | — | (727,980 | ) | (84,986 | ) | (812,966 | ) | |||||||||||||||||||||||
| Repurchase of treasury stock |
25 | — | — | — | — | (431,099 | ) | (431,099 | ) | — | (431,099 | ) | ||||||||||||||||||||||||
| Reissuance of treasury stock |
25 | — | 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 |
25 | — | — | 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 | |||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Yen in millions |
||||||||||||||||||||||||||||||||||||
Notes |
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, 2023 |
397,050 | 498,728 | 28,343,296 | 2,836,195 | (3,736,562 | ) | 28,338,706 | 925,507 | 29,264,213 | |||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Comprehensive income |
||||||||||||||||||||||||||||||||||||
| Net income |
— | — | 4,944,933 | — | — | 4,944,933 | 126,488 | 5,071,421 | ||||||||||||||||||||||||||||
| Other comprehensive income, net of tax |
|
25 |
|
— | — | — | 2,054,895 | — | 2,054,895 | 62,208 | 2,117,103 | |||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total comprehensive income |
— | — | 4,944,933 | 2,054,895 | — | 6,999,828 | 188,696 | 7,188,523 | ||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Transactions with owners and other |
||||||||||||||||||||||||||||||||||||
| Dividends paid |
25 | — | — | (880,197 | ) | — | — | (880,197 | ) | (90,309 | ) | (970,506 | ) | |||||||||||||||||||||||
| Repurchase of treasury stock |
25 | — | — | — | — | (231,069 | ) | (231,069 | ) | — | (231,069 | ) | ||||||||||||||||||||||||
| Reissuance of treasury stock |
25 | — | 263 | — | — | 649 | 911 | — | 911 | |||||||||||||||||||||||||||
| Equity transactions and other |
— | (7,188 | ) | — | — | — | (7,188 | ) | (5,546 | ) | (12,735 | ) | ||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total transactions with owners and other |
— | (6,926 | ) | (880,197 | ) | — | (230,420 | ) | (1,117,543 | ) | (95,856 | ) | (1,213,398 | ) | ||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Reclassification to retained earnings |
25 | — | — | 387,334 | (387,334 | ) | — | — | — | — | ||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Balances at March 31, 2024 |
397,050 | 491,802 | 32,795,365 | 4,503,756 | (3,966,982 | ) | 34,220,991 | 1,018,347 | 35,239,338 | |||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Yen in millions |
||||||||||||||||
Notes |
For the year ended March 31, 2022 |
For the year ended March 31, 2023 |
For the year ended March 31, 2024 |
|||||||||||||
| Cash flows from operating activities |
||||||||||||||||
| Net income |
2,874,614 | 2,492,967 | 5,071,421 | |||||||||||||
| Depreciation and amortization |
1,821,880 | 2,039,904 | 2,087,066 | |||||||||||||
| Interest income and interest costs related to financial services, net |
(354,102 | ) | (694,331 | ) | (713,506 | ) | ||||||||||
| Share of profit (loss) of investments accounted for using the equity method |
(560,346 | ) | (643,063 | ) | (763,137 | ) | ||||||||||
| Income tax expense |
1,115,918 | 1,175,765 | 1,893,665 | |||||||||||||
| Changes in operating assets and liabilities, and other |
(1,130,667 | ) | (1,502,482 | ) | (3,975,836 | ) | ||||||||||
| (Increase) decrease in trade accounts and other receivables |
118,652 | (532,432 | ) | (859,239 | ) | |||||||||||
| (Increase) decrease in receivables related to financial services |
(1,213,234 | ) | (1,760,288 | ) | (3,398,434 | ) | ||||||||||
| (Increase) decrease in inventories |
(725,285 | ) | (350,550 | ) | (207,529 | ) | ||||||||||
| (Increase) decrease in other current assets |
71,314 | (61,538 | ) | (326,365 | ) | |||||||||||
| Increase (decrease) in trade accounts and other payables |
152,399 | 712,400 | 560,737 | |||||||||||||
| Increase (decrease) in other current liabilities |
410,546 | 545,666 | 666,513 | |||||||||||||
| Increase (decrease) in retirement benefit liabilities |
60,419 | 21,213 | (161 | ) | ||||||||||||
| Other, net |
(5,478 | ) | (76,953 | ) | (411,358 | ) | ||||||||||
| Interest received |
835,739 | 1,516,404 | 2,292,156 | |||||||||||||
| Dividends received |
347,387 | 460,351 | 587,259 | |||||||||||||
| Interest paid |
(418,043 | ) | (593,216 | ) | (1,148,392 | ) | ||||||||||
| Income taxes paid, net of refunds |
(809,763 | ) | (1,297,224 | ) | (1,124,322 | ) | ||||||||||
| |
|
|
|
|
|
|||||||||||
| Net cash provided by (used in) operating activities |
3,722,615 | 2,955,076 | 4,206,373 | |||||||||||||
| |
|
|
|
|
|
|||||||||||
| Cash flows from investing activities |
||||||||||||||||
| Additions to fixed assets excluding equipment leased to others |
(1,197,266 | ) | (1,450,196 | ) | (1,846,447 | ) | ||||||||||
| Additions to equipment leased to others |
(2,286,893 | ) | (1,907,356 | ) | (2,867,660 | ) | ||||||||||
| Proceeds from sales of fixed assets excluding equipment leased to others |
37,749 | 56,436 | 154,985 | |||||||||||||
| Proceeds from sales of equipment leased to others |
1,542,132 | 1,659,161 | 2,008,634 | |||||||||||||
| Additions to intangible assets |
(346,085 | ) | (348,280 | ) | (334,287 | ) | ||||||||||
| Additions to public and corporate bonds and stocks |
(2,427,911 | ) | (1,150,214 | ) | (2,972,779 | ) | ||||||||||
| Proceeds from sales of public and corporate bonds and stocks |
282,521 | 393,982 | 1,201,405 | |||||||||||||
| Proceeds upon maturity of public and corporate bonds |
1,920,116 | 939,747 | 1,049,963 | |||||||||||||
| Other, net |
33 | 1,898,143 | 207,829 | (1,392,565 | ) | |||||||||||
| |
|
|
|
|
|
|||||||||||
| Net cash provided by (used in) investing activities |
(577,496 | ) | (1,598,890 | ) | (4,998,751 | ) | ||||||||||
| |
|
|
|
|
|
|||||||||||
| Cash flows from financing activities |
||||||||||||||||
| Increase (decrease) in short-term debt |
17 | (579,216 | ) | 239,689 | 401,740 | |||||||||||
| Proceeds from long-term debt |
17 | 8,122,678 | 9,276,918 | 12,057,349 | ||||||||||||
| Payments of long-term debt |
17 | (8,843,665 | ) | (8,353,033 | ) | (8,752,329 | ) | |||||||||
| Dividends paid to Toyota Motor Corporation common shareholders |
25 | (709,872 | ) | (727,980 | ) | (880,197 | ) | |||||||||
| Dividends paid to non-controlling interests |
(51,723 | ) | (84,986 | ) | (90,309 | ) | ||||||||||
| Reissuance (repurchase) of treasury stock |
(404,718 | ) | (431,099 | ) | (231,069 | ) | ||||||||||
| Other, net |
— | 24,310 | (7,627 | ) | ||||||||||||
| |
|
|
|
|
|
|||||||||||
| Net cash provided by (used in) financing activities |
(2,466,516 | ) | (56,180 | ) | 2,497,558 | |||||||||||
| |
|
|
|
|
|
|||||||||||
| Effect of exchange rate changes on cash and cash equivalents |
334,195 | 103,305 | 189,914 | |||||||||||||
| |
|
|
|
|
|
|||||||||||
| Net increase (decrease) in cash and cash equivalents |
1,012,798 | 1,403,311 | 1,895,094 | |||||||||||||
| |
|
|
|
|
|
|||||||||||
| Cash and cash equivalents at beginning of year |
6 | 5,100,857 | 6,113,655 | 7,516,966 | ||||||||||||
| |
|
|
|
|
|
|||||||||||
| Cash and cash equivalents at end of year |
6 | 6,113,655 | 7,516,966 | 9,412,060 | ||||||||||||
| |
|
|
|
|
|
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Standards |
Standards names |
Mandatory adoption (from fiscal years beginning on or after) |
Reporting periods in which Toyota is scheduled to adopt the standards |
Overview of new or amended standards and interpretations |
||||
IFRS 18 |
Presentation and disclosure in financial statements |
January 1, 2027 |
Fiscal year ending March 31, 2028 |
Improved comparability in the statement of profit or loss (income statement) Enhanced transparency of management-defined performance measures More useful grouping of information in the financial statements |
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 | ||||||||||||||
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 | ||||||||||||||
Yen in millions |
||||||||||||||||||||
Automotive |
Financial services |
All other |
Inter-segment
Elimination/ Unallocated Amount |
Consolidated |
||||||||||||||||
Sales revenues |
||||||||||||||||||||
Revenues from external customers |
41,080,731 | 3,447,195 | 567,399 | — | 45,095,325 | |||||||||||||||
Inter-segment revenues and transfers |
185,473 | 37,003 | 800,766 | (1,023,242 | ) | — | ||||||||||||||
Total |
41,266,204 | 3,484,198 | 1,368,164 | (1,023,242 | ) | 45,095,325 | ||||||||||||||
Operating expenses |
36,644,729 | 2,914,175 | 1,192,923 | (1,009,437 | ) | 39,742,390 | ||||||||||||||
Operating income |
4,621,475 | 570,023 | 175,241 | (13,805 | ) | 5,352,934 | ||||||||||||||
Total assets |
29,351,344 | 43,834,183 | 3,011,363 | 13,917,406 | 90,114,296 | |||||||||||||||
Investments accounted for using the equity method |
5,114,364 | 110,308 | 282,888 | 202,546 | 5,710,106 | |||||||||||||||
Depreciation and amortization |
1,268,479 | 784,013 | 34,574 | — | 2,087,066 | |||||||||||||||
Capital expenditures |
2,011,361 | 2,763,931 | 103,242 | (30,492 | ) | 4,848,042 | ||||||||||||||
Yen in millions |
||||||||
March 31, 2023 |
March 31, 2024 |
|||||||
Assets |
||||||||
(Non-Financial Services Businesses) |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
5,548,398 | 6,892,817 | ||||||
Trade accounts and other receivable |
3,594,057 | 3,768,520 | ||||||
Other financial assets |
849,779 | 3,864,242 | ||||||
Inventories |
4,255,614 | 4,605,368 | ||||||
Other current assets |
749,078 | 805,940 | ||||||
Total current assets |
14,996,926 | 19,936,887 | ||||||
Non-current assets |
||||||||
Property, plant and equipment |
7,729,000 | 8,680,731 | ||||||
Other |
17,337,727 | 19,123,829 | ||||||
Total non-current assets |
25,066,727 | 27,804,560 | ||||||
Total assets |
40,063,653 | 47,741,447 | ||||||
(Financial Services Business) |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
1,968,568 | 2,519,244 | ||||||
Trade accounts and other receivable |
286,960 | 382,007 | ||||||
Receivables related to financial services |
8,279,806 | 11,057,269 | ||||||
Other financial assets |
1,680,242 | 1,575,059 | ||||||
Other current assets |
362,660 | 352,918 | ||||||
Total current assets |
12,578,237 | 15,886,497 | ||||||
Non-current assets |
||||||||
Receivables related to financial services |
16,491,045 | 20,637,090 | ||||||
Property, plant and equipment |
4,904,975 | 5,577,058 | ||||||
Other |
1,551,183 | 1,733,539 | ||||||
Total non-current assets |
22,947,204 | 27,947,687 | ||||||
Total assets |
35,525,441 | 43,834,183 | ||||||
(Elimination) |
||||||||
Elimination of assets |
(1,285,914 | ) | (1,461,335 | ) | ||||
(Consolidated) |
||||||||
Total assets |
74,303,180 | 90,114,296 | ||||||
Yen in millions |
||||||||
March 31, 2023 |
March 31, 2024 |
|||||||
Liabilities |
||||||||
(Non-Financial Services Businesses) |
||||||||
Current liabilities |
||||||||
Trade accounts and other payables |
4,689,034 | 4,890,913 | ||||||
Short-term and current portion of long-term debt |
1,170,114 | 929,662 | ||||||
Accrued expenses |
1,446,697 | 1,750,221 | ||||||
Income taxes payable |
361,000 | 1,185,678 | ||||||
Other current liabilities |
3,266,095 | 3,583,929 | ||||||
Total current liabilities |
10,932,939 | 12,340,403 | ||||||
Non-current liabilities |
||||||||
Long-term debt |
1,553,622 | 1,938,535 | ||||||
Retirement benefit liabilities |
1,047,430 | 1,058,742 | ||||||
Other non-current liabilities |
1,867,028 | 2,545,491 | ||||||
Total non-current liabilities |
4,468,080 | 5,542,768 | ||||||
Total liabilities |
15,401,019 | 17,883,171 | ||||||
(Financial Services Business) |
||||||||
Current liabilities |
||||||||
Trade accounts and other payables |
547,511 | 651,381 | ||||||
Short-term and current portion of long-term debt |
11,583,602 | 14,890,892 | ||||||
Accrued expenses |
128,994 | 148,767 | ||||||
Income taxes payable |
43,607 | 38,864 | ||||||
Other current liabilities |
1,841,562 | 2,219,104 | ||||||
Total current liabilities |
14,145,275 | 17,949,008 | ||||||
Non-current liabilities |
||||||||
Long-term debt |
15,627,943 | 19,356,672 | ||||||
Retirement benefit liabilities |
18,078 | 19,220 | ||||||
Other non-current liabilities |
1,135,862 | 1,131,501 | ||||||
Total non-current liabilities |
16,781,883 | 20,507,393 | ||||||
Total liabilities |
30,927,158 | 38,456,401 | ||||||
(Elimination) |
||||||||
Elimination of liabilities |
(1,289,211 | ) | (1,464,614 | ) | ||||
(Consolidated) |
||||||||
Total liabilities |
45,038,967 | 54,874,958 | ||||||
Shareholders’ equity |
||||||||
(Consolidated) Total Toyota Motor Corporation shareholders’ equity |
28,338,706 | 34,220,991 | ||||||
(Consolidated) Non-controlling interests |
925,507 | 1,018,347 | ||||||
(Consolidated) Total shareholders’ equity |
29,264,213 | 35,239,338 | ||||||
(Consolidated) Total liabilities and shareholders’ equity |
74,303,180 | 90,114,296 | ||||||
Yen in millions |
||||||||||||
|
For the year ended March 31, 2022 |
For the year ended March 31, 2023 |
For the year ended March 31, 2024 |
||||||||||
(Non-Financial Services Businesses) |
||||||||||||
Sales revenues |
29,104,564 | 34,409,011 | 41,832,663 | |||||||||
Cost of revenues |
24,250,860 | 29,132,715 | 33,763,076 | |||||||||
Selling, general and administrative |
2,518,182 | 2,990,316 | 3,278,135 | |||||||||
Operating income |
2,335,522 | 2,285,980 | 4,791,453 | |||||||||
Other income (loss), net |
998,001 | 943,777 | 1,608,345 | |||||||||
Income before income taxes |
3,333,522 | 3,229,757 | 6,399,798 | |||||||||
Income tax expense |
944,594 | 1,040,864 | 1,741,885 | |||||||||
Net income |
2,388,928 | 2,188,893 | 4,657,913 | |||||||||
Net income attributable to |
||||||||||||
Toyota Motor Corporation |
2,369,399 | 2,152,509 | 4,540,311 | |||||||||
Non-controlling interests |
19,529 | 36,384 | 117,602 | |||||||||
(Financial Services Business) |
||||||||||||
Sales revenues |
2,324,026 | 2,809,647 | 3,484,198 | |||||||||
Cost of revenues |
1,178,509 | 1,741,117 | 2,145,694 | |||||||||
Selling, general and administrative |
488,517 | 631,014 | 768,481 | |||||||||
Operating income |
657,001 | 437,516 | 570,023 | |||||||||
Other income (loss), net |
16 | (5,013 | ) | 1,762 | ||||||||
Income before income taxes |
657,017 | 432,503 | 571,786 | |||||||||
Income tax expense |
171,327 | 134,903 | 151,785 | |||||||||
Net income |
485,690 | 297,600 | 420,000 | |||||||||
Net income attributable to |
||||||||||||
Toyota Motor Corporation |
480,716 | 292,334 | 411,114 | |||||||||
Non-controlling interests |
4,974 | 5,266 | 8,886 | |||||||||
(Elimination) |
||||||||||||
Elimination of net income |
(4 | ) | 6,475 | (6,492 | ) | |||||||
(Consolidated) |
||||||||||||
Net income |
2,874,614 | 2,492,967 | 5,071,421 | |||||||||
Net income attributable to |
||||||||||||
Toyota Motor Corporation |
2,850,110 | 2,451,318 | 4,944,933 | |||||||||
Non-controlling interests |
24,504 | 41,650 | 126,488 | |||||||||
Yen in millions |
||||||||||||
|
For the year ended March 31, 2022 |
For the year ended March 31, 2023 |
For the year ended March 31, 2024 |
||||||||||
(Non-Financial Services Businesses) |
||||||||||||
Cash flows from operating activities |
||||||||||||
Net income |
2,388,928 | 2,188,893 | 4,657,913 | |||||||||
Depreciation and amortization |
1,060,079 | 1,240,749 | 1,303,053 | |||||||||
Share of profit (loss) of investments accounted for using the equity method |
(552,515 | ) | (633,324 | ) | (752,779 | ) | ||||||
Income tax expense |
944,594 | 1,040,864 | 1,741,885 | |||||||||
Changes in operating assets and liabilities, and other |
(572,082 | ) | 463,871 | 120,731 | ||||||||
Interest received |
100,118 | 234,945 | 454,713 | |||||||||
Dividends received |
342,646 | 454,752 | 582,022 | |||||||||
Interest paid |
(40,780 | ) | (28,206 | ) | (104,008 | ) | ||||||
Income taxes paid, net of refunds |
(544,887 | ) | (1,280,341 | ) | (1,033,448 | ) | ||||||
Net cash provided by (used in) operating activities |
3,126,101 | 3,682,203 | 6,970,082 | |||||||||
Cash flows from investing activities |
||||||||||||
Additions to fixed assets excluding equipment leased to others |
(1,186,900 | ) | (1,439,724 | ) | (1,815,239 | ) | ||||||
Additions to equipment leased to others |
(151,456 | ) | (147,792 | ) | (153,324 | ) | ||||||
Proceeds from sales of fixed assets excluding equipment leased to others |
36,219 | 54,572 | 152,830 | |||||||||
Proceeds from sales of equipment leased to others |
45,183 | 44,195 | 47,557 | |||||||||
Additions to intangible assets |
(335,436 | ) | (333,295 | ) | (317,606 | ) | ||||||
Additions to public and corporate bonds and stocks |
(1,904,588 | ) | (503,977 | ) | (2,639,166 | ) | ||||||
Proceeds from sales of public and corporate bonds and stocks and upon maturity of public and corporate bonds |
1,989,345 | 892,814 | 1,757,282 | |||||||||
Other, net |
1,856,069 | 236,351 | (1,386,377 | ) | ||||||||
Net cash provided by (used in) investing activities |
348,436 | (1,196,856 | ) | (4,354,045 | ) | |||||||
Cash flows from financing activities |
||||||||||||
Increase (decrease) in short-term debt |
(164,899 | ) | 142,688 | 66,953 | ||||||||
Proceeds from long-term debt |
513,371 | 474,535 | 533,333 | |||||||||
Payments of long-term debt |
(1,818,653 | ) | (637,982 | ) | (634,215 | ) | ||||||
Dividends paid to Toyota Motor Corporation common shareholders |
(709,872 | ) | (727,980 | ) | (880,197 | ) | ||||||
Dividends paid to non-controlling interests |
(49,629 | ) | (79,782 | ) | (85,991 | ) | ||||||
Reissuance (repurchase) of treasury stock |
(404,718 | ) | (431,099 | ) | (231,069 | ) | ||||||
Other, net |
— | 21,458 | (7,570 | ) | ||||||||
Net cash provided by (used in) financing activities |
(2,634,401 | ) | (1,238,161 | ) | (1,238,756 | ) | ||||||
Effect of exchange rate changes on cash and cash equivalents |
185,237 | 1,690 | (32,862 | ) | ||||||||
Net increase (decrease) in cash and cash equivalents |
1,025,373 | 1,248,876 | 1,344,419 | |||||||||
Cash and cash equivalents at beginning of year |
3,274,149 | 4,299,522 | 5,548,398 | |||||||||
Cash and cash equivalents at end of year |
4,299,522 | 5,548,398 | 6,892,817 | |||||||||
Yen in millions |
||||||||||||
|
For the year ended March 31, 2022 |
For the year ended March 31, 2023 |
For the year ended March 31, 2024 |
||||||||||
(Financial Services Business) |
||||||||||||
Cash flows from operating activities |
||||||||||||
Net income |
485,690 | 297,600 | 420,000 | |||||||||
Depreciation and amortization |
761,801 | 799,156 | 784,013 | |||||||||
Interest income and interest costs related to financial services, net |
(360,837 | ) | (703,971 | ) | (734,880 | ) | ||||||
Share of profit (loss) of investments accounted for using the equity method |
(7,831 | ) | (9,739 | ) | (10,357 | ) | ||||||
Income tax expense |
171,327 | 134,903 | 151,785 | |||||||||
Changes in operating assets and liabilities, and other |
(623,051 | ) | (1,958,779 | ) | (4,100,301 | ) | ||||||
Interest received |
742,364 | 1,291,100 | 1,858,816 | |||||||||
Dividends received |
4,740 | 5,599 | 5,236 | |||||||||
Interest paid |
(384,006 | ) | (574,650 | ) | (1,065,757 | ) | ||||||
Income taxes paid, net of refunds |
(264,876 | ) | (16,883 | ) | (90,874 | ) | ||||||
Net cash provided by (used in) operating activities |
525,321 | (735,664 | ) | (2,782,318 | ) | |||||||
Cash flows from investing activities |
||||||||||||
Additions to fixed assets excluding equipment leased to others |
(10,366 | ) | (10,472 | ) | (31,208 | ) | ||||||
Additions to equipment leased to others |
(2,135,437 | ) | (1,759,564 | ) | (2,714,336 | ) | ||||||
Proceeds from sales of fixed assets excluding equipment leased to others |
1,530 | 1,865 | 2,155 | |||||||||
Proceeds from sales of equipment leased to others |
1,496,949 | 1,614,965 | 1,961,077 | |||||||||
Additions to intangible assets |
(10,650 | ) | (14,985 | ) | (16,680 | ) | ||||||
Additions to public and corporate bonds and stocks |
(523,323 | ) | (646,237 | ) | (333,613 | ) | ||||||
Proceeds from sales of public and corporate bonds and stocks and upon maturity of public and corporate bonds |
213,291 | 440,915 | 494,085 | |||||||||
Other, net |
113,635 | (30,385 | ) | 14,732 | ||||||||
Net cash provided by (used in) investing activities |
(854,370 | ) | (403,898 | ) | (623,788 | ) | ||||||
Cash flows from financing activities |
||||||||||||
Increase (decrease) in short-term debt |
(488,495 | ) | 171,293 | 339,666 | ||||||||
Proceeds from long-term debt |
7,800,854 | 8,892,261 | 11,620,147 | |||||||||
Payments of long-term debt |
(7,142,750 | ) | (7,868,820 | ) | (8,221,432 | ) | ||||||
Dividends paid to non-controlling interests |
(2,094 | ) | (5,204 | ) | (4,318 | ) | ||||||
Other, net |
— | 2,853 | (57 | ) | ||||||||
Net cash provided by (used in) financing activities |
167,516 | 1,192,382 | 3,734,005 | |||||||||
Effect of exchange rate changes on cash and cash equivalents |
148,958 | 101,615 | 222,776 | |||||||||
Net increase (decrease) in cash and cash equivalents |
(12,575 | ) | 154,436 | 550,675 | ||||||||
Cash and cash equivalents at beginning of year |
1,826,707 | 1,814,133 | 1,968,568 | |||||||||
Cash and cash equivalents at end of year |
1,814,133 | 1,968,568 | 2,519,244 | |||||||||
(Consolidated) |
||||||||||||
Effect of exchange rate changes on cash and cash equivalents |
334,195 | 103,305 | 189,914 | |||||||||
Net increase (decrease) in cash and cash equivalents |
1,012,798 | 1,403,311 | 1,895,094 | |||||||||
Cash and cash equivalents at beginning of year |
5,100,857 | 6,113,655 | 7,516,966 | |||||||||
Cash and cash equivalents at end of year |
6,113,655 | 7,516,966 | 9,412,060 | |||||||||
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 | |||||||||||||||||||||
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 | |||||||||||||||||||||
Yen in millions |
||||||||||||||||||||||||||||
Japan |
North America |
Europe |
Asia |
Other |
Inter-segment
Elimination/ Unallocated Amount |
Consolidated |
||||||||||||||||||||||
Sales revenues |
||||||||||||||||||||||||||||
Revenues from external customers |
10,193,556 | 17,624,268 | 5,503,738 | 7,604,269 | 4,169,494 | — | 45,095,325 | |||||||||||||||||||||
Inter-segment revenues and transfers |
10,827,165 | 318,805 | 178,026 | 1,126,479 | 220,292 | (12,670,767 | ) | — | ||||||||||||||||||||
Total |
21,020,721 | 17,943,072 | 5,681,764 | 8,730,749 | 4,389,785 | (12,670,767 | ) | 45,095,325 | ||||||||||||||||||||
Operating expenses |
17,536,451 | 17,436,753 | 5,293,668 | 7,865,158 | 4,191,441 | (12,581,079 | ) | 39,742,390 | ||||||||||||||||||||
Operating income |
3,484,270 | 506,319 | 388,096 | 865,591 | 198,345 | (89,687 | ) | 5,352,934 | ||||||||||||||||||||
Total assets |
24,711,142 | 31,886,959 | 8,749,680 | 9,096,282 | 6,167,902 | 9,502,332 | 90,114,296 | |||||||||||||||||||||
Non-current assets |
5,827,404 | 7,374,724 | 1,407,680 | 1,190,348 | 686,104 | — | 16,486,260 | |||||||||||||||||||||
Yen in millions |
||||||||||||
For the years ended March 31, |
||||||||||||
2022 |
2023 |
2024 |
||||||||||
Japan |
6,425,184 | 6,742,304 | 7,399,192 | |||||||||
North America |
10,953,472 | 13,578,084 | 17,694,375 | |||||||||
Europe |
3,495,785 | 3,970,857 | 5,396,610 | |||||||||
Asia |
6,017,646 | 7,150,555 | 7,742,141 | |||||||||
Other |
4,487,420 | 5,712,497 | 6,863,007 | |||||||||
Total |
31,379,507 | 37,154,298 | 45,095,325 | |||||||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
Cash and deposits |
5,948,297 | 6,245,257 | ||||||
Negotiable certificate of deposit and other |
1,568,669 | 3,166,803 | ||||||
Total |
7,516,966 | 9,412,060 | ||||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
Accounts and notes receivables |
2,757,412 | 2,672,434 | ||||||
Other receivables |
870,398 | 1,149,679 | ||||||
Allowance for doubtful accounts |
(41,679 | ) | (32,684 | ) | ||||
Total |
3,586,130 | 3,789,429 | ||||||
Yen in millions |
||||||||
For the years ended March 31, |
||||||||
2023 |
2024 |
|||||||
Allowance for doubtful accounts at beginning of year |
110,793 | 121,628 | ||||||
Provision for doubtful accounts, net of reversal |
8,844 | 4,708 | ||||||
Write-offs |
(3,496 | ) | (3,759 | ) | ||||
Other |
5,487 | (472 | ) | |||||
Allowance for doubtful accounts at end of year |
121,628 | 122,105 | ||||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
Retail |
20,201,004 | 25,489,945 | ||||||
Finance leases |
2,503,369 | 3,143,424 | ||||||
Wholesale and other dealer loans |
3,461,421 | 5,005,766 | ||||||
Total |
26,165,794 | 33,639,135 | ||||||
Deferred origination costs |
359,743 | 439,613 | ||||||
Less - Unearned income |
(1,418,272 | ) | (1,970,115 | ) | ||||
Less - Allowance for credit losses |
||||||||
Retail |
(274,871 | ) | (336,152 | ) | ||||
Finance leases |
(36,920 | ) | (46,909 | ) | ||||
Wholesale and other dealer loans |
(24,622 | ) | (31,213 | ) | ||||
Total finance receivables, net |
24,770,851 | 31,694,359 | ||||||
Current assets |
8,279,806 | 11,057,269 | ||||||
Non-current assets |
16,491,045 | 20,637,090 | ||||||
Total finance receivables, net |
24,770,851 | 31,694,359 | ||||||
Yen in millions |
||||||||||||
March 31, 2023 |
||||||||||||
Retail |
Finance leases |
Wholesale and other dealer loans |
||||||||||
Within 1 year |
5,822,035 | 736,347 | 2,101,711 | |||||||||
Between 1 and 2 years |
4,599,678 | 534,414 | 402,642 | |||||||||
Between 2 and 3 years |
3,930,516 | 402,625 | 266,593 | |||||||||
Between 3 and 4 years |
3,013,894 | 196,046 | 142,888 | |||||||||
Between 4 and 5 years |
1,737,460 | 64,676 | 145,964 | |||||||||
Later than 5 years |
1,097,422 | 13,540 | 401,622 | |||||||||
Total |
20,201,004 | 1,947,649 | 3,461,421 | |||||||||
Yen in millions |
||||||||||||
March 31, 2024 |
||||||||||||
Retail |
Finance leases |
Wholesale and other dealer loans |
||||||||||
Within 1 year |
7,063,873 | 961,583 | 3,587,124 | |||||||||
Between 1 and 2 years |
5,791,490 | 673,115 | 441,004 | |||||||||
Between 2 and 3 years |
5,034,539 | 505,715 | 223,112 | |||||||||
Between 3 and 4 years |
3,864,320 | 265,727 | 185,210 | |||||||||
Between 4 and 5 years |
2,334,787 | 96,648 | 142,215 | |||||||||
Later than 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
1,400,936 | 17,703 | 427,100 | |||||||||
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
25,489,945 | 2,520,492 | 5,005,766 | |||||||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
Lease payments |
1,947,649 | 2,520,492 | ||||||
Estimated unguaranteed residual values |
555,720 | 622,932 | ||||||
Total |
2,503,369 | 3,143,424 | ||||||
Deferred origination costs |
18,587 | 20,999 | ||||||
Less - Unearned income |
(224,761 | ) | (320,223 | ) | ||||
Less - Allowance for credit losses |
(36,920 | ) | (46,909 | ) | ||||
Finance leases receivables, net |
2,260,275 | 2,797,291 | ||||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
Financial assets measured at amortized cost |
||||||||
Time deposits |
206,494 | 1,606,834 | ||||||
Other |
766,455 | 824,448 | ||||||
Financial assets measured at fair value through profit or loss |
||||||||
Public and corporate bonds |
193,816 | 221,743 | ||||||
Stocks |
168,214 | 212,393 | ||||||
Derivatives |
610,340 | 552,921 | ||||||
Other |
496,052 | 553,174 | ||||||
Financial assets measured at fair value through other comprehensive income |
||||||||
Public and corporate bonds |
6,409,119 | 8,279,783 | ||||||
Stocks |
3,413,780 | 3,829,893 | ||||||
Other |
7,838 | 11,537 | ||||||
Total |
12,272,107 | 16,092,727 | ||||||
Current assets |
1,715,675 | 4,702,168 | ||||||
Non-current assets |
10,556,431 | 11,390,559 | ||||||
Total |
12,272,107 | 16,092,727 | ||||||
Yen in millions |
||||||||
March 31, |
||||||||
| Issue |
2023 |
2024 |
||||||
| KDDI CORPORATION |
1,296,639 | 1,134,370 | ||||||
| MS&AD Insurance Group Holdings, Inc. |
216,053 | 427,950 | ||||||
| NIPPON TELEGRAPH AND TELEPHONE CORPORATION |
320,073 | 363,131 | ||||||
| Mitsubishi UFJ Financial Group, Inc. |
126,754 | 232,760 | ||||||
| Renesas Electronics Corporation |
143,543 | 200,330 | ||||||
Yen in millions |
||||||||
For the years ended March 31, |
||||||||
2023 |
2024 |
|||||||
| Total fair value |
69,028 | 346,154 | ||||||
| Accumulated other comprehensive income, net |
35,124 | 247,475 | ||||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
| Products |
2,317,143 | 2,796,831 | ||||||
| Work in process |
530,915 | 496,471 | ||||||
| Raw materials |
1,239,535 | 1,117,950 | ||||||
| Supplies and other |
168,021 | 194,116 | ||||||
| |
|
|
|
|||||
| Total |
4,255,614 | 4,605,368 | ||||||
| |
|
|
|
|||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
| Associates |
4,169,573 | 4,616,598 | ||||||
| Joint ventures |
1,057,773 | 1,093,508 | ||||||
| |
|
|
|
|||||
| Total |
5,227,345 | 5,710,106 | ||||||
| |
|
|
|
|||||
Yen in millions |
||||||||||||
For the years ended March 31, |
||||||||||||
2022 |
2023 |
2024 |
||||||||||
| Net income |
||||||||||||
| Associates |
324,480 | 326,931 | 478,405 | |||||||||
| Joint ventures |
235,866 | 316,132 | 284,732 | |||||||||
| |
|
|
|
|
|
|||||||
| Total |
560,346 | 643,063 | 763,137 | |||||||||
| |
|
|
|
|
|
|||||||
| Other comprehensive income, net of tax |
||||||||||||
| Associates |
241,264 | 99,737 | 269,753 | |||||||||
| Joint ventures |
66,187 | 3,295 | 52,361 | |||||||||
| |
|
|
|
|
|
|||||||
| Total |
307,451 | 103,033 | 322,114 | |||||||||
| |
|
|
|
|
|
|||||||
| Comprehensive income |
||||||||||||
| Associates |
565,744 | 426,669 | 748,158 | |||||||||
| Joint ventures |
302,053 | 319,428 | 337,093 | |||||||||
| |
|
|
|
|
|
|||||||
| Total |
867,798 | 746,096 | 1,085,251 | |||||||||
| |
|
|
|
|
|
|||||||
Yen in millions |
||||||||||||||||||||||||
Land |
Buildings |
Machinery and equipment |
Vehicles and equipment on operating leases |
Construction in progress |
Total |
|||||||||||||||||||
| Balance as of April 1, 2022 |
1,361,791 | 5,284,620 | 13,982,362 | 6,781,229 | 565,528 | 27,975,530 | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Additions |
14,990 | 75,098 | 433,393 | 1,916,239 | 934,847 | 3,374,566 | ||||||||||||||||||
| Sales or disposal |
(14,680 | ) | (76,482 | ) | (599,825 | ) | (2,516,466 | ) | (13,684 | ) | (3,221,137 | ) | ||||||||||||
| Reclassification from construction in progress |
50,494 | 88,625 | 480,805 | 167 | (620,091 | ) | — | |||||||||||||||||
| Foreign currency translation adjustments |
10,458 | 67,274 | 437,649 | 524,175 | 13,503 | 1,053,058 | ||||||||||||||||||
| Other |
3,317 | 25,676 | 62,235 | 69,083 | (33,236 | ) | 127,075 | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Balance as of March 31, 2023 |
1,426,370 | 5,464,811 | 14,796,619 | 6,774,427 | 846,866 | 29,309,093 | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Additions |
5,217 | 136,241 | 581,930 | 2,893,569 | 1,075,590 | 4,692,547 | ||||||||||||||||||
| Sales or disposal |
(14,729 | ) | (39,296 | ) | (545,829 | ) | (2,974,283 | ) | (4,771 | ) | (3,578,908 | ) | ||||||||||||
| Reclassification from construction in progress |
5,691 | 138,013 | 776,356 | 236 | (920,295 | ) | — | |||||||||||||||||
| Foreign currency translation adjustments |
27,296 | 153,948 | 919,653 | 812,366 | 56,654 | 1,969,916 | ||||||||||||||||||
| Other |
(8,033 | ) | 31,032 | (59,696 | ) | 17,596 | (13,856 | ) | (32,956 | ) | ||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Balance as of March 31, 2024 |
1,441,811 | 5,884,749 | 16,469,032 | 7,523,911 | 1,040,188 | 32,359,692 | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Yen in millions |
||||||||||||||||||||||||
Land |
Buildings |
Machinery and equipment |
Vehicles and equipment on operating leases |
Construction in progress |
Total |
|||||||||||||||||||
Balance as of April 1, 2022 |
(6,379 | ) | (3,375,598 | ) | (10,762,953 | ) | (1,503,668 | ) | (292 | ) | (15,648,890 | ) | ||||||||||||
Depreciation |
— | (148,981 | ) | (921,037 | ) | (856,921 | ) | — | (1,926,939 | ) | ||||||||||||||
Impairment losses |
(393 | ) | (10,517 | ) | (17,358 | ) | — | (2,846 | ) | (31,114 | ) | |||||||||||||
Sales or disposal |
150 | 63,448 | 559,467 | 860,708 | — | 1,483,773 | ||||||||||||||||||
Foreign currency translation adjustments |
(178 | ) | (39,793 | ) | (334,617 | ) | (96,936 | ) | (2 | ) | (471,526 | ) | ||||||||||||
Other |
(513 | ) | (17,746 | ) | (53,167 | ) | (8,928 | ) | (71 | ) | (80,423 | ) | ||||||||||||
Balance as of March 31, 2023 |
(7,313 | ) | (3,529,186 | ) | (11,529,666 | ) | (1,605,744 | ) | (3,210 | ) | (16,675,119 | ) | ||||||||||||
Depreciation |
— | (139,999 | ) | (974,181 | ) | (842,931 | ) | — | (1,957,111 | ) | ||||||||||||||
Impairment losses |
— | (208 | ) | (18,862 | ) | — | — | (19,069 | ) | |||||||||||||||
Sales or disposal |
579 | 34,067 | 498,703 | 962,901 | 3 | 1,496,254 | ||||||||||||||||||
Foreign currency translation adjustments |
(825 | ) | (84,432 | ) | (666,255 | ) | (162,784 | ) | 2,810 | (911,486 | ) | |||||||||||||
Other |
574 | (34,029 | ) | (29,354 | ) | 29,549 | (2,112 | ) | (35,373 | ) | ||||||||||||||
Balance as of March 31, 2024 |
(6,985 | ) | (3,753,786 | ) | (12,719,614 | ) | (1,619,009 | ) | (2,510 | ) | (18,101,905 | ) | ||||||||||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
Vehicles |
6,759,024 | 7,471,187 | ||||||
Equipment |
15,403 | 52,724 | ||||||
| 6,774,427 | 7,523,911 | |||||||
Less - Accumulated depreciation |
(1,605,744 | ) | (1,619,009 | ) | ||||
Vehicles and equipment on operating leases, net |
5,168,683 | 5,904,902 | ||||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
Within 1 year |
885,757 | 1,003,221 | ||||||
Between 1 and 2 years |
497,218 | 678,342 | ||||||
Between 2 and 3 years |
216,227 | 314,496 | ||||||
Between 3 and 4 years |
59,004 | 77,715 | ||||||
Between 4 and 5 years |
21,022 | 28,267 | ||||||
Later than 5 years |
10,484 | 13,619 | ||||||
Total future rentals |
1,689,712 | 2,115,660 | ||||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
Types of original assets |
||||||||
Land |
64,717 | 60,388 | ||||||
Buildings |
333,698 | 341,408 | ||||||
Other |
92,953 | 131,040 | ||||||
Total |
491,368 | 532,835 | ||||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
Depreciation of right of use assets |
||||||||
Land |
5,217 | 9,699 | ||||||
Buildings |
42,408 | 69,962 | ||||||
Other |
36,566 | 42,038 | ||||||
Total |
84,191 | 121,698 | ||||||
Interest expense on lease liabilities |
5,429 | 6,152 | ||||||
Short-term leases |
97,025 | 103,544 | ||||||
| 186,645 | 231,394 | |||||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
Within 1 year |
74,780 | 83,145 | ||||||
Between 1 and 5 years |
179,026 | 190,511 | ||||||
Later than 5 years |
254,096 | 244,107 | ||||||
Future lease payment, total |
507,902 | 517,763 | ||||||
Less - Interest expense |
(51,781 | ) | (55,195 | ) | ||||
Present value of lease payment, total |
456,120 | 462,568 | ||||||
Current liabilities |
66,870 | 73,456 | ||||||
Non-current liabilities |
389,250 | 389,112 | ||||||
Present value of lease payment, total |
456,120 | 462,568 | ||||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
Capitalized development costs |
669,612 | 638,337 | ||||||
Software and other |
579,510 | 716,989 | ||||||
Total |
1,249,122 | 1,355,326 | ||||||
Yen in millions |
||||||||||||
|
Capitalized development costs |
Software and other |
Total |
||||||||||
Balance as of April 01, 2022 |
1,141,234 | 827,232 | 1,968,466 | |||||||||
Additions |
— | 40,655 | 40,655 | |||||||||
Internally developed |
181,634 | 98,040 | 279,674 | |||||||||
Sales or disposal |
(164,898 | ) | (38,473 | ) | (203,372 | ) | ||||||
Foreign currency translation adjustments |
1,465 | 20,886 | 22,351 | |||||||||
Other |
— | 17,056 | 17,056 | |||||||||
Balance as of March 31, 2023 |
1,159,435 | 965,395 | 2,124,830 | |||||||||
Additions |
— | 109,051 | 109,051 | |||||||||
Internally developed |
124,788 | 136,107 | 260,895 | |||||||||
Sales or disposal |
(230,512 | ) | (133,477 | ) | (363,989 | ) | ||||||
Foreign currency translation adjustments |
4,622 | 42,104 | 46,726 | |||||||||
Other |
— | 20,715 | 20,715 | |||||||||
Balance as of March 31, 2024 |
1,058,334 | 1,139,895 | 2,198,228 | |||||||||
Yen in millions |
||||||||||||
|
Capitalized development costs |
Software and other |
Total |
||||||||||
Balance as of April 01, 2022 |
(477,472 | ) | (299,028 | ) | (776,500 | ) | ||||||
Amortization |
(164,512 | ) | (112,965 | ) | (277,477 | ) | ||||||
Sales or disposal |
152,161 | 37,901 | 190,062 | |||||||||
Foreign currency translation adjustments |
— | (10,533 | ) | (10,533 | ) | |||||||
Other |
— | (1,261 | ) | (1,261 | ) | |||||||
Balance as of March 31, 2023 |
(489,823 | ) | (385,886 | ) | (875,708 | ) | ||||||
Amortization |
(160,686 | ) | (129,956 | ) | (290,642 | ) | ||||||
Sales or disposal |
230,512 | 117,841 | 348,353 | |||||||||
Foreign currency translation adjustments |
— | (22,633 | ) | (22,633 | ) | |||||||
Other |
— | (2,272 | ) | (2,272 | ) | |||||||
Balance as of March 31, 2024 |
(419,997 | ) | (422,905 | ) | (842,902 | ) | ||||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
Deferred tax assets |
||||||||
Defined benefit plan liabilities |
120,007 | 100,770 | ||||||
Accrued expenses and liabilities for quality assurance |
662,425 | 724,325 | ||||||
Other accrued employees’ compensation |
127,668 | 138,219 | ||||||
Operating loss carryforwards for tax purposes |
191,906 | 50,214 | ||||||
Allowance for doubtful accounts and credit losses |
94,639 | 103,860 | ||||||
Property, plant and equipment and other assets |
252,441 | 296,739 | ||||||
Other |
463,250 | 569,648 | ||||||
Total deferred tax assets |
1,912,336 | 1,983,775 | ||||||
Deferred tax liabilities |
||||||||
Changes in fair value of financial instruments measured in other comprehensive income |
(737,156 | ) | (1,015,448 | ) | ||||
Undistributed earnings of foreign subsidiaries |
(39,496 | ) | (42,365 | ) | ||||
Undistributed earnings of associates and joint ventures |
(1,076,742 | ) | (1,176,045 | ) | ||||
Basis difference of acquired assets |
(78,206 | ) | (82,852 | ) | ||||
Capitalized development costs |
(201,120 | ) | (189,496 | ) | ||||
Lease transactions |
(972,158 | ) | (897,291 | ) | ||||
Other |
(222,378 | ) | (297,686 | ) | ||||
Total deferred tax liabilities |
(3,327,255 | ) | (3,701,183 | ) | ||||
Net deferred tax assets and liabilities |
(1,414,919 | ) | (1,717,408 | ) | ||||
Yen in millions |
||||||||||||
For the years ended March 31, |
||||||||||||
2022 |
2023 |
2024 |
||||||||||
Defined benefit plan liabilities |
4,203 | 802 | (4,333 | ) | ||||||||
Accrued expenses and liabilities for quality assurance |
(40,761 | ) | 26,942 | 40,626 | ||||||||
Other accrued employees’ compensation |
(968 | ) | (2,745 | ) | 6,925 | |||||||
Operating loss carryforwards for tax purposes |
38,119 | 116,344 | (133,776 | ) | ||||||||
Allowance for doubtful accounts and credit losses |
(4,902 | ) | 4,474 | (551 | ) | |||||||
Property, plant and equipment and other assets |
(9,795 | ) | 24,850 | 11,518 | ||||||||
Undistributed earnings of foreign subsidiaries |
(33,349 | ) | 12,391 | (2,869 | ) | |||||||
Undistributed earnings of associates and joint ventures |
(71,405 | ) | (63,520 | ) | (43,526 | ) | ||||||
Basis difference of acquired assets |
(11,270 | ) | (12,075 | ) | 1,152 | |||||||
Capitalized development costs |
(9,708 | ) | 4,003 | 12,824 | ||||||||
Lease transactions |
103,098 | (487,702 | ) | 186,196 | ||||||||
Other |
111,603 | 44,144 | 88,582 | |||||||||
Total |
74,864 | (332,091 | ) | 162,768 | ||||||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
Deductible temporary difference |
968,060 | 1,292,277 | ||||||
Carryforwards of tax losses |
712,357 | 762,196 | ||||||
Carryforwards of tax credit |
115,809 | 95,462 | ||||||
Total |
1,796,225 | 2,149,935 | ||||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
Within 5 years |
75,839 | 7,791 | ||||||
Between 5 and 10 years |
313,895 | 357,421 | ||||||
Later than 10 years |
322,623 | 396,984 | ||||||
Total |
712,357 | 762,196 | ||||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
Within 5 years |
10,018 | 4,764 | ||||||
Between 5 and 10 years |
18,107 | 3,680 | ||||||
Later than 10 years |
87,684 | 87,018 | ||||||
Total |
115,809 | 95,462 | ||||||
Yen in millions |
||||||||||||
For the years ended March 31, |
||||||||||||
2022 |
2023 |
2024 |
||||||||||
Current income tax expense: |
||||||||||||
TMC and domestic subsidiaries |
672,077 | 758,772 | 1,432,299 | |||||||||
Foreign subsidiaries |
518,705 | 84,902 | 624,134 | |||||||||
Total current |
1,190,782 | 843,674 | 2,056,433 | |||||||||
Deferred income tax expense (benefit): |
||||||||||||
TMC and domestic subsidiaries |
42,131 | 27,783 | (42,906 | ) | ||||||||
Foreign subsidiaries |
(116,995 | ) | 304,308 | (119,862 | ) | |||||||
Total deferred |
(74,864 | ) | 332,091 | (162,768 | ) | |||||||
Total income tax expense |
1,115,918 | 1,175,765 | 1,893,665 | |||||||||
For the years ended March 31, |
||||||||||||
2022 |
2023 |
2024 |
||||||||||
Statutory tax rate |
30.9 | % | 30.9 | % | 30.9 | % | ||||||
Increase (reduction) in taxes resulting from: |
||||||||||||
Non-deductible expenses |
0.6 | 0.8 | 0.3 | |||||||||
Tax-exempt income |
(0.3 | ) | (0.4 | ) | (0.2 | ) | ||||||
Deferred tax liabilities on undistributed earnings of foreign subsidiaries |
1.3 | 1.1 | 0.6 | |||||||||
Effects of investments accounted for using the equity method |
(4.3 | ) | (5.4 | ) | (3.4 | ) | ||||||
Deferred tax liabilities on undistributed earnings of associates and joint ventures |
2.6 | 3.1 | 2.1 | |||||||||
Change in unrecognized deferred tax assets |
3.7 | 6.3 | 0.4 | |||||||||
Tax credits |
(2.7 | ) | (3.5 | ) | (2.1 | ) | ||||||
The difference between the statutory tax rate in Japan and that of foreign subsidiaries |
(3.1 | ) | (1.5 | ) | (2.0 | ) | ||||||
Unrecognized tax benefits adjustments |
(0.3 | ) | 0.4 | — | ||||||||
Other |
(0.3 | ) | 0.3 | 0.6 | ||||||||
Average effective tax rate |
28.0 | % | 32.0 | % | 27.2 | % | ||||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
Accounts and notes payables |
3,819,334 | 3,828,068 | ||||||
Other payables |
1,166,974 | 1,423,289 | ||||||
Total |
4,986,309 | 5,251,357 | ||||||
Yen in millions |
||||||||||||||||||||||||||||||||
Non-cash changes |
||||||||||||||||||||||||||||||||
As of April 1, 2022 |
Cash flow |
Acquisitions |
Reclassification |
Changes in foreign currency exchange rates |
Changes in fair value |
Other |
As of March 31, 2023 |
|||||||||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||||||||||
Short-term debt |
4,104,858 | 239,689 | — | — | 231,700 | — | 13,926 | 4,590,173 | ||||||||||||||||||||||||
Current portion of long-term debt |
7,026,845 | (8,283,375 | ) | — | 8,380,467 | 467,956 | — | 56,704 | 7,648,596 | |||||||||||||||||||||||
Current portion of long-term lease liabilities |
56,136 | (69,658 | ) | — | 39,311 | 1,424 | — | 39,657 | 66,870 | |||||||||||||||||||||||
Current liabilities |
11,187,839 | (8,113,344 | ) | — | 8,419,778 | 701,080 | — | 110,286 | 12,305,639 | |||||||||||||||||||||||
Non-current liabilities |
||||||||||||||||||||||||||||||||
Long-term debt |
14,943,727 | 9,276,918 | — | (8,380,467 | ) | 836,348 | — | 8,858 | 16,685,384 | |||||||||||||||||||||||
Long-term lease liabilities |
364,792 | — | 116,298 | (39,311 | ) | 9,277 | — | (61,807 | ) | 389,250 | ||||||||||||||||||||||
Class share |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Non-current liabilities |
15,308,519 | 9,276,918 | 116,298 | (8,419,778 | ) | 845,626 | — | (52,949 | ) | 17,074,634 | ||||||||||||||||||||||
Total |
26,496,358 | 1,163,574 | 116,298 | — | 1,546,706 | — | 57,337 | 29,380,273 | ||||||||||||||||||||||||
Derivatives |
7,221 | 77,098 | — | — | (5,202 | ) | (141,475 | ) | — | (62,359 | ) | |||||||||||||||||||||
Yen in millions |
||||||||||||||||||||||||||||||||
Non-cash changes |
||||||||||||||||||||||||||||||||
As of April 1, 2023 |
Cash flow |
Acquisitions |
Reclassification |
Changes in foreign currency exchange rates |
Changes in fair value |
Other |
As of March 31, 2024 |
|||||||||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||||||||||
Short-term debt |
4,590,173 | 401,740 | — | — | 519,138 | — | (23,093 | ) | 5,487,959 | |||||||||||||||||||||||
Current portion of long-term debt |
7,648,596 | (8,673,349 |
) |
— | 9,974,103 |
896,377 | — | (858 | ) | 9,844,870 |
||||||||||||||||||||||
Current portion of long-term lease liabilities |
66,870 | (78,981 |
) |
— | 77,698 |
3,295 | — | 4,573 | 73,456 |
|||||||||||||||||||||||
Class share . . . . . . . . . |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Current liabilities . . . |
12,305,639 | (8,350,589 | ) | — | 10,051,801 | 1,418,811 | — | (19,378 | ) | 15,406,284 | ||||||||||||||||||||||
Non-current liabilities |
||||||||||||||||||||||||||||||||
Long-term debt |
16,685,384 | 12,057,349 | — | (9,974,103 | ) | 1,933,312 | — | 64,442 | 20,766,384 | |||||||||||||||||||||||
Long-term lease liabilities |
389,250 | — | 101,534 | (77,698 | ) | 20,766 | — | (44,740 | ) |
389,112 | ||||||||||||||||||||||
Non-current liabilities |
17,074,634 | 12,057,349 | 101,534 | (10,051,801 | ) |
1,954,078 | — | 19,702 | 21,155,496 | |||||||||||||||||||||||
Total |
29,380,273 | 3,706,760 | 101,534 | — | 3,372,889 | — | 324 | 36,561,780 | ||||||||||||||||||||||||
Derivatives |
(62,359 | ) | 95,572 | — | — | (4,792 | ) |
(68,999 | ) | — | (40,578 | ) | ||||||||||||||||||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
Short-term debt |
||||||||
(Principally from bank) |
||||||||
[Weighted average interest rate |
||||||||
2023 2.02 % |
||||||||
2024 2.27 %] |
916,725 | 1,387,832 | ||||||
Commercial paper |
||||||||
[Weighted average interest rate |
||||||||
2023 3.81 % |
||||||||
2024 4.53 %] |
3,673,447 | 4,100,127 | ||||||
| 4,590,173 | 5,487,959 | |||||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
Unsecured loans |
||||||||
(Principally from bank) |
||||||||
[2023 |
||||||||
Weighted average interest 3.18% |
||||||||
Due 2023 to 2042 |
||||||||
2024 |
||||||||
Weighted average interest 3.68% |
||||||||
Due 2024 to 2042] |
5,719,366 |
6,781,268 |
||||||
Secured loans |
||||||||
(Principally financial receivables securitization) |
||||||||
[2023 |
||||||||
Weighted average interest 3.82% |
||||||||
Due 2023 to 2034 |
||||||||
2024 |
||||||||
Weighted average interest 4.64% |
||||||||
Due 2024 to 2034] |
5,266,411 |
6,458,570 |
||||||
Medium-term notes of consolidated subsidiaries |
||||||||
[2023 |
||||||||
Weighted average interest 2.72% |
||||||||
Due 2023 to 2048 |
||||||||
2024 |
||||||||
Weighted average interest 3.58% |
||||||||
Due 2024 to 2048] |
10,561,816 |
14,272,962 |
||||||
Unsecured bonds of the parent |
||||||||
[2023 |
||||||||
Weighted average interest 1.29% |
||||||||
Due 2023 to 2037 |
||||||||
2024 |
||||||||
Weighted average interest 1.92% |
||||||||
Due 2024 to 2037] |
1,127,650 |
1,221,345 |
||||||
Unsecured bonds of consolidated subsidiaries |
||||||||
[2023 |
||||||||
Weighted average interest 2.54% |
||||||||
Due 2023 to 2028 |
||||||||
2024 |
||||||||
Weighted average interest 2.75% |
||||||||
Due 2024 to 2029] |
1,621,444 |
1,811,271 |
||||||
Secured bonds of consolidated subsidiaries |
||||||||
[2023 |
||||||||
Weighted average interest 6.53% |
||||||||
Due 2023 to 2026 |
||||||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
2024 |
||||||||
Weighted average interest 7.86 % |
||||||||
Due 2024 to 2029 ] |
37,294 | 65,837 | ||||||
| 24,333,981 | 30,611,253 | |||||||
Less - Current portion due within one year |
(7,648,596 | ) | (9,844,870 | ) | ||||
| 16,685,384 | 20,766,384 | |||||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
Property, plant and equipment |
1,498,448 | 1,574,373 | ||||||
Other assets |
5,459,877 | 6,731,856 | ||||||
Total |
6,958,325 | 8,306,230 | ||||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
Financial liabilities measured at amortized cost |
||||||||
Deposits received |
1,015,094 | 1,205,723 | ||||||
Other |
454,756 | 558,039 | ||||||
Financial liabilities measured at fair value through profit or loss |
||||||||
Derivatives |
456,257 | 432,189 | ||||||
Total |
1,926,107 | 2,195,951 | ||||||
Current liabilities |
1,392,397 | 1,700,137 | ||||||
Non-current liabilities |
533,710 | 495,814 | ||||||
Total |
1,926,107 | 2,195,951 | ||||||
Yen in millions |
||||||||||||||||
For the year ended March 31, 2023 |
||||||||||||||||
|
Expected credit loss for 12 months |
Lifetime expected credit loss |
Total |
||||||||||||||
|
Financial receivable not credit-impaired |
Credit-impaired financial receivable |
|||||||||||||||
| Allowance for credit loss at beginning of year |
88,125 | 99,465 | 42,514 | 230,104 | ||||||||||||
| Provision for credit loss, net of reversal |
26,490 | 59,627 | 89,456 | 175,573 | ||||||||||||
| Charge-offs |
— | — | (91,215 | ) | (91,215 | ) | ||||||||||
| Other |
(18,895 | ) | (34,225 | ) | 13,530 | (39,591 | ) | |||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Allowance for credit loss at end of year |
95,720 | 124,867 | 54,284 | 274,871 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
Yen in millions |
||||||||||||||||
For the year ended March 31, 2024 |
||||||||||||||||
|
Expected credit loss for 12 months |
Lifetime expected credit loss |
Total |
||||||||||||||
|
Financial receivable not credit-impaired |
Credit-impaired financial receivable |
|||||||||||||||
| Allowance for credit loss at beginning of year |
95,720 | 124,867 | 54,284 | 274,871 | ||||||||||||
| Provision for credit loss, net of reversal |
34,386 | 64,742 | 142,299 | 241,427 | ||||||||||||
| Charge-offs |
— | — | (150,458 | ) | (150,458 | ) | ||||||||||
| Other |
(19,062 | ) | (41,819 | ) | 31,193 | (29,688 | ) | |||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Allowance for credit loss at end of year |
111,044 | 147,790 | 77,318 | 336,152 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
Yen in millions |
||||||||||||||||
March 31, 2023 |
||||||||||||||||
|
Expected credit loss for 12 months |
Lifetime expected credit loss |
Total |
||||||||||||||
|
Financial receivable not credit-impaired |
Credit-impaired financial receivable |
|||||||||||||||
| Current |
17,905,331 | 1,275,170 | — | 19,180,501 | ||||||||||||
| Past due less than 90 days |
331,040 | 542,999 | 21,469 | 895,509 | ||||||||||||
| Past due 90 days or more |
— | 416 | 124,580 | 124,995 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
18,236,371 | 1,818,584 | 146,049 | 20,201,004 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
Yen in millions |
||||||||||||||||
March 31, 2024 |
||||||||||||||||
|
Expected credit loss for 12 months |
Lifetime expected credit loss |
Total |
||||||||||||||
|
Financial receivable not credit-impaired |
Credit-impaired financial receivable |
|||||||||||||||
| Current |
22,750,132 | 1,526,798 | — | 24,276,931 | ||||||||||||
| Past due less than 90 days |
318,524 | 694,558 | 23,761 | 1,036,843 | ||||||||||||
| Past due 90 days or more |
— | 4,598 | 171,574 | 176,172 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
23,068,656 | 2,225,954 | 195,335 | 25,489,945 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
Yen in millions |
||||||||
For the years ended March 31, |
||||||||
2023 |
2024 |
|||||||
| Allowance for credit loss at beginning of year |
36,985 | 36,920 | ||||||
| Provision for credit loss, net of reversal |
14,926 | 23,617 | ||||||
| Charge-offs |
(7,233 | ) | (7,676 | ) | ||||
| Other |
(7,757 | ) | (5,952 | ) | ||||
| |
|
|
|
|||||
| Allowance for credit loss at end of year |
36,920 | 46,909 | ||||||
| |
|
|
|
|||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
| Current |
2,437,467 | 3,057,602 | ||||||
| Past due less than 90 days |
46,296 | 60,316 | ||||||
| Past due 90 days or more |
19,606 | 25,506 | ||||||
| |
|
|
|
|||||
| Total |
2,503,369 | 3,143,424 | ||||||
| |
|
|
|
|||||
Yen in millions |
||||||||||||||||
For the year ended March 31, 2023 |
||||||||||||||||
|
Expected credit loss for 12 months |
Lifetime expected credit loss |
Total |
||||||||||||||
|
Financial receivable not credit-impaired |
Credit-impaired financial receivable |
|||||||||||||||
Allowance for credit loss at beginning of year |
14,349 | 5,092 | 5,396 | 24,836 | ||||||||||||
Provision for credit loss, net of reversal |
3,517 | 1,780 | 551 | 5,847 | ||||||||||||
Charge-offs |
— | — | — | — | ||||||||||||
Other |
(3,225 | ) | (2,289 | ) | (547 | ) | (6,062 | ) | ||||||||
Allowance for credit loss at end of year |
14,640 | 4,582 | 5,399 | 24,622 | ||||||||||||
Yen in millions |
||||||||||||||||
For the year ended March 31, 2024 |
||||||||||||||||
|
Expected credit loss for 12 months |
Expected credit loss for the entire period |
Total |
||||||||||||||
|
Financial receivable not credit-impaired |
Credit-impaired financial receivable |
|||||||||||||||
Allowance for credit loss at beginning of year |
14,640 | 4,582 | 5,399 | 24,622 | ||||||||||||
Provision for credit loss, net of reversal |
6,362 | 2,539 | 1,130 | 10,031 | ||||||||||||
Charge-offs |
— | — | (204 | ) | (204 | ) | ||||||||||
Other |
(3,521 | ) | (1,191 | ) | 1,475 | (3,236 | ) | |||||||||
Allowance for credit loss at end of year |
17,481 | 5,931 | 7,801 | 31,213 | ||||||||||||
Yen in millions |
||||||||||||||||
March 31, 2023 |
||||||||||||||||
|
Expected credit loss for 12 months |
Lifetime expected credit loss |
|||||||||||||||
|
Financial receivable not credit-impaired |
Credit-impaired financial receivable |
Total |
||||||||||||||
Wholesale and other dealer loan |
||||||||||||||||
Performing |
3,300,629 | — | — | 3,300,629 | ||||||||||||
Credit Watch |
47,184 | 69,086 | — | 116,270 | ||||||||||||
At Risk |
— | 29,780 | 6,708 | 36,487 | ||||||||||||
Default |
— | — | 8,034 | 8,034 | ||||||||||||
Loan commitments |
10,704,882 | 65,053 | 572 | 10,770,507 | ||||||||||||
Financial guarantee contracts |
3,536,796 | 37,260 | — | 3,574,056 | ||||||||||||
Total |
17,589,491 | 201,179 | 15,314 | 17,805,983 | ||||||||||||
Yen in millions |
||||||||||||||||
March 31, 2024 |
||||||||||||||||
|
Expected credit loss for 12 months |
Lifetime expected credit loss |
|||||||||||||||
|
Financial receivable not credit-impaired |
Credit-impaired financial receivable |
Total |
||||||||||||||
Wholesale and other dealer loan |
||||||||||||||||
Performing |
4,741,270 | — | — | 4,741,270 | ||||||||||||
Credit Watch |
61,078 | 132,721 | — | 193,799 | ||||||||||||
At Risk |
— | 45,231 | 4,258 | 49,489 | ||||||||||||
Default |
— | — | 21,209 | 21,209 | ||||||||||||
Loan commitments |
11,129,604 | 115,327 | 781 | 11,245,712 | ||||||||||||
Financial guarantee contracts |
3,200,368 | 36,964 | — | 3,237,333 | ||||||||||||
Total |
19,132,321 | 330,243 | 26,247 | 19,488,811 | ||||||||||||
Yen in millions |
||||||||||||||||||||||||
Maturities |
||||||||||||||||||||||||
Book value |
Contractual cash flows |
Within 1 year |
Between 1 and 3 years |
Between 3 and 5 years |
Later than 5 years |
|||||||||||||||||||
Non-derivative financial liabilities |
||||||||||||||||||||||||
Short-term debt |
916,725 | (941,708 | ) | (941,708 | ) | — | — | — | ||||||||||||||||
Commercial paper |
3,673,447 | (3,765,973 | ) | (3,765,973 | ) | — | — | — | ||||||||||||||||
Long-term debt |
24,333,981 | (25,829,430 | ) | (8,067,346 | ) | (10,527,952 | ) | (5,609,531 | ) | (1,624,601 | ) | |||||||||||||
Lease liabilities |
456,120 | (507,902 | ) | (74,780 | ) | (102,258 | ) | (76,769 | ) | (254,096 | ) | |||||||||||||
Total |
29,380,273 | (31,045,012) | (12,849,807) | (10,630,210) | (5,686,300) | (1,878,696) | ||||||||||||||||||
Derivative financial liabilities |
||||||||||||||||||||||||
Interest derivative |
296,438 | (315,269 | ) | (41,958 | ) | (155,214 | ) | (109,599 | ) | (8,498 | ) | |||||||||||||
Currency derivative |
||||||||||||||||||||||||
In |
— | 835,459 | 58,806 | 187,514 | 589,139 | — | ||||||||||||||||||
Out |
159,819 | (1,017,589 | ) | (90,525 | ) | (220,701 | ) | (706,363 | ) | — | ||||||||||||||
Total |
456,257 | (497,400 | ) | (73,678 | ) | (188,401 | ) | (226,823 | ) | (8,498 | ) | |||||||||||||
Total |
29,836,530 | (31,542,412 | ) | (12,923,485 | ) | (10,818,611 | ) | (5,913,123 | ) | (1,887,194 | ) | |||||||||||||
|
As of March 31, 2024 |
|
|||||||||||||||||||||||
Yen in millions |
||||||||||||||||||||||||
Maturities |
||||||||||||||||||||||||
Book value |
Contractual cash flows |
Within 1 year |
Between 1 and 3 years |
Between 3 and 5 years |
Later than 5 years |
|||||||||||||||||||
Non-derivative financial liabilities |
||||||||||||||||||||||||
Short-term debt |
1,387,832 | (1,398,947 | ) | (1,398,947 | ) | — | — | — | ||||||||||||||||
Commercial paper |
4,100,127 | (4,222,660 | ) | (4,222,660 | ) | — | — | — | ||||||||||||||||
Long-term debt |
30,611,253 | (33,286,908 | ) | (10,862,374 | ) | (13,051,900 | ) | (6,770,969 | ) | (2,601,665 | ) | |||||||||||||
Lease liabilities |
462,568 | (517,763 | ) | (83,145 | ) | (115,664 | ) | (74,847 | ) | (244,107 | ) | |||||||||||||
Total |
36,561,780 | (39,426,278 | ) | (16,567,126 | ) | (13,167,564 | ) | (6,845,816 | ) | (2,845,772 | ) | |||||||||||||
Derivative financial liabilities |
||||||||||||||||||||||||
Interest derivative |
238,503 | (237,685 | ) | (74,298 | ) | (103,424 | ) | (54,923 | ) | (5,040 | ) | |||||||||||||
Currency derivative |
||||||||||||||||||||||||
In |
— | 1,127,763 | 150,390 | 433,343 | 362,638 | 181,391 | ||||||||||||||||||
Out |
193,686 | (1,370,175 | ) | (222,251 | ) | (519,535 | ) | (427,529 | ) | (200,860 | ) | |||||||||||||
Total |
432,189 | (480,098 | ) | (146,158 | ) | (189,617 | ) | (119,815 | ) | (24,508 | ) | |||||||||||||
Total |
36,993,969 | (39,906,376 | ) |
(16,713,284 | ) |
(13,357,180 | ) |
(6,965,631 | ) |
(2,870,280 | ) |
|||||||||||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
Medium-term notes |
5,215,965 | 4,837,619 | ||||||
Corporate bonds |
1,162,511 | 1,639,953 | ||||||
Commercial paper |
1,153,342 | 1,241,053 | ||||||
Total |
7,531,818 | 7,718,625 | ||||||
Yen in millions |
||||||||||||||||
VaR |
||||||||||||||||
Year-end |
Average |
Maximum |
Minimum |
|||||||||||||
For the year ended March 31, 2023 |
381,600 | 393,175 | 418,900 | 369,800 | ||||||||||||
For the year ended March 31, 2024 |
411,300 | 403,025 | 413,800 | 389,000 | ||||||||||||
Yen in millions |
||||||||
For the years ended March 31, |
||||||||
2023 |
2024 |
|||||||
| Impact on income before income taxes |
(42,476 | ) | (49,799 | ) | ||||
| Impact on other comprehensive income, before tax effect |
(238,820 | ) | (221,420 | ) | ||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
| Derivative assets |
||||||||
| Derivative financial instruments not designated as hedging instruments: |
||||||||
| Interest rate and currency swap |
||||||||
| Current assets |
||||||||
| - Other financial assets |
163,777 | 180,657 | ||||||
| Non-current assets |
||||||||
| - Other financial assets |
404,593 | 355,245 | ||||||
| |
|
|
|
|||||
| Total |
568,371 | 535,901 | ||||||
| |
|
|
|
|||||
| Foreign exchange forward and option contracts |
||||||||
| Current assets |
||||||||
| - Other financial assets |
41,969 | 17,006 | ||||||
| Non-current assets |
||||||||
| - Other financial assets |
— | 14 | ||||||
| |
|
|
|
|||||
| Total |
41,969 | 17,019 | ||||||
| |
|
|
|
|||||
| |
|
|
|
|||||
| Total derivative assets |
610,340 | 552,921 | ||||||
| |
|
|
|
|||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
| Derivative financial liabilities |
||||||||
| Derivative financial instruments not designated as hedging instruments: |
||||||||
| Interest rate and currency swap |
||||||||
| Current liabilities |
||||||||
| - Other financial liabilities |
(47,044 | ) | (91,120 | ) | ||||
| Non-current liabilities |
||||||||
| - Other financial liabilities |
(383,184 | ) | (286,396 | ) | ||||
| |
|
|
|
|||||
| Total |
(430,228 | ) | (377,516 | ) | ||||
| |
|
|
|
|||||
| Foreign exchange forward and option contracts |
||||||||
| Current liabilities |
||||||||
| - Other financial liabilities |
(26,029 | ) | (54,086 | ) | ||||
| Non-current liabilities |
||||||||
| - Other financial liabilities |
— | (588 | ) | |||||
| |
|
|
|
|||||
| Total |
(26,029 | ) | (54,673 | ) | ||||
| |
|
|
|
|||||
| |
|
|
|
|||||
| Total derivative liabilities |
(456,257 | ) | (432,189 | ) | ||||
| |
|
|
|
|||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
| Derivative financial instruments not designated as hedging instruments: | ||||||||
| Interest rate and currency swap |
25,999,796 | 31,825,306 | ||||||
| Foreign exchange forward and option contracts |
3,176,566 | 4,217,529 | ||||||
| |
|
|
|
|||||
| Total |
29,176,362 | 36,042,835 | ||||||
| |
|
|
|
|||||
| Level 1: | Quoted prices in active markets for identical assets or liabilities | |
| Level 2: | Fair value measurement based on inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly | |
| Level 3: | Fair value measurement based on models using unobservable inputs for the assets or liabilities | |
Yen in millions |
||||||||||||||||
March 31, 2023 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Other financial assets: |
||||||||||||||||
Financial assets measured at fair value through profit or loss |
||||||||||||||||
Public and corporate bonds |
98,458 | 88,989 | 6,369 | 193,816 | ||||||||||||
Stocks |
— | — | 168,214 | 168,214 | ||||||||||||
Derivative financial instruments |
— | 610,340 | — | 610,340 | ||||||||||||
Other |
334,071 | 161,981 | — | 496,052 | ||||||||||||
Total |
432,529 | 861,310 | 174,583 | 1,468,422 | ||||||||||||
Financial assets measured at fair value through other comprehensive income |
||||||||||||||||
Public and corporate bonds |
3,976,333 | 2,405,823 | 26,963 | 6,409,119 | ||||||||||||
Stocks |
3,214,720 | — | 199,060 | 3,413,780 | ||||||||||||
Other |
7,838 | — | — | 7,838 | ||||||||||||
Total |
7,198,891 | 2,405,823 | 226,023 | 9,830,736 | ||||||||||||
Other financial liabilities: |
||||||||||||||||
Financial liabilities measured at fair value through profit or loss |
||||||||||||||||
Derivative financial instruments |
— | (456,257 | ) | — | (456,257 | ) | ||||||||||
Total |
— | (456,257 | ) | — | (456,257 | ) | ||||||||||
Yen in millions |
||||||||||||||||
March 31, 2024 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Other financial assets: |
||||||||||||||||
Financial assets measured at fair value through profit or loss |
||||||||||||||||
Public and corporate bonds |
105,367 | 106,169 | 10,208 | 221,743 | ||||||||||||
Stocks |
— | — | 212,393 | 212,393 | ||||||||||||
Derivative financial instruments |
— | 552,921 | — | 552,921 | ||||||||||||
Other . . . . . . . . . . . . . . . . . . . . . . . . |
288,071 | 265,103 | — | 553,174 | ||||||||||||
Total . . . . . . . . . . . . . . . . . . . . |
393,438 | 924,193 | 222,601 | 1,540,232 | ||||||||||||
Financial assets measured at fair value through other comprehensive income |
||||||||||||||||
Public and corporate bonds |
4,245,238 | 4,013,583 | 20,962 | 8,279,783 | ||||||||||||
Stocks |
3,641,197 | — | 188,696 | 3,829,893 | ||||||||||||
Other . . . . . . . . . . . . . . . . . . . . . . . . |
11,537 | — | — | 11,537 | ||||||||||||
Total . . . . . . . . . . . . . . . . . . . . |
7,897,972 | 4,013,583 | 209,658 | 12,121,213 | ||||||||||||
Other financial liabilities: |
||||||||||||||||
Financial liabilities measured at fair value through profit or loss |
||||||||||||||||
Derivative financial instruments |
— | (432,189 | ) | — | (432,189 | ) | ||||||||||
Total . . . . . . . . . . . . . . . . . . . . |
— | (432,189 | ) | — | (432,189 | ) | ||||||||||
Yen in millions |
||||||||||||||||
For the year ended March 31, 2023 |
||||||||||||||||
|
Public and corporate bonds |
Stocks |
Derivative financial instruments |
Total |
|||||||||||||
Balance at beginning of year |
21,852 | 319,294 | — | 341,146 | ||||||||||||
Total gains (losses) |
||||||||||||||||
Net income (loss) |
(71 | ) | 9,551 | — | 9,481 | |||||||||||
Other comprehensive income (loss) |
— | (10,881 | ) | — | (10,881 | ) | ||||||||||
Purchases and issuances |
— | 15,999 | — | 15,999 | ||||||||||||
Sales and settlements |
(3,716 | ) | (14,055 | ) | — | (17,771 | ) | |||||||||
Transfer to (from) Level 3 |
5,471 | (1,639 | ) | — | 3,832 | |||||||||||
Others |
9,795 | 49,004 | — | 58,800 | ||||||||||||
Balance at end of year |
33,332 | 367,274 | — | 400,606 | ||||||||||||
Unrealized gains or losses included in profit or loss on assets held at March 31 |
(63 | ) | 9,551 | — | 9,489 | |||||||||||
Total |
(63 | ) | 9,551 | — | 9,489 | |||||||||||
Yen in millions |
||||||||||||||||
For the year ended March 31, 2024 |
||||||||||||||||
|
Public and corporate bonds |
Stocks |
Derivative financial instruments |
Total |
|||||||||||||
Balance at beginning of year |
33,332 | 367,274 | — | 400,606 | ||||||||||||
Total gains (losses) |
||||||||||||||||
Net income (loss) |
28 | 22,254 | — | 22,282 | ||||||||||||
Other comprehensive income (loss) |
— | (6,803 | ) | — | (6,803 | ) | ||||||||||
Purchases and issuances |
4,910 | 27,768 | — | 32,678 | ||||||||||||
Sales and settlements |
(6,155 | ) | (971 | ) | — | (7,126 | ) | |||||||||
Transfer to (from) Level 3 |
21 | — | — | 21 | ||||||||||||
Others |
(967 | ) | (8,432 | ) | — | (9,399 | ) | |||||||||
Balance at end of year |
31,170 | 401,089 | — | 432,259 | ||||||||||||
Unrealized gains or losses included in profit or loss on assets held at March 31 |
(40 |
) |
22,254 |
— | 22,214 |
|||||||||||
Total |
(40 | ) | 22,254 | — | 22,214 | |||||||||||
Yen in millions |
||||||||||||||||||||
March 31, 2023 |
||||||||||||||||||||
Fair value |
||||||||||||||||||||
Carrying amount |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||||||
Receivables related to financial services |
24,770,851 | — | — | 24,741,916 | 24,741,916 | |||||||||||||||
Interest-bearing liabilities |
||||||||||||||||||||
Long-term debt (Including current portion) |
24,333,981 | — | 18,598,205 | 5,149,410 | 23,747,616 | |||||||||||||||
Yen in millions |
||||||||||||||||||||
March 31, 2024 |
||||||||||||||||||||
Fair value |
||||||||||||||||||||
Carrying amount |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||||||
Receivables related to financial services |
31,694,359 | — | — | 31,787,879 | 31,787,879 | |||||||||||||||
Interest-bearing liabilities |
||||||||||||||||||||
Long-term debt (Including current portion) |
30,611,253 | — | 23,941,863 | 6,261,858 | 30,203,722 | |||||||||||||||
Yen in millions |
||||||||||||||||
March 31, 2023 |
||||||||||||||||
|
Gross amounts of recognized financial assets and financial liabilities |
Amounts not offset |
Net amount |
||||||||||||||
|
Financial instruments |
Collateral of financial instruments |
|||||||||||||||
Other financial assets Derivatives |
610,340 | (196,423 | ) | (206,087) | 207,830 | |||||||||||
Other financial liabilities Derivatives |
456,257 | (196,423 | ) | (97,794) | 162,040 | |||||||||||
Yen in millions |
||||||||||||||||
March 31, 2024 |
||||||||||||||||
|
Gross amounts of recognized financial assets and financial liabilities |
Amounts not offset |
Net amount |
||||||||||||||
|
Financial instruments |
Collateral of financial instruments |
|||||||||||||||
Other financial assets Derivatives |
552,921 | (94,647 | ) | (130,363 | ) | 327,911 | ||||||||||
Other financial liabilities Derivatives |
432,189 | (94,647 | ) | (52,497 | ) | 285,045 | ||||||||||
Yen in millions |
||||||||||||||||
For the years ended March 31, |
||||||||||||||||
2023 |
2024 |
|||||||||||||||
Japanese plans |
Foreign plans |
Japanese plans |
Foreign plans |
|||||||||||||
| Present value of defined benefit obligations: |
||||||||||||||||
| Benefit obligations at beginning of year |
2,077,151 | 1,487,644 | 1,964,655 | 1,423,263 | ||||||||||||
| Current service cost |
87,452 | 55,000 | 80,133 | 45,581 | ||||||||||||
| Interest cost |
14,816 | 57,079 | 21,666 | 73,014 | ||||||||||||
| Remeasurements: |
||||||||||||||||
| Changes in demographic assumptions |
2,707 | 30,743 | 850 | 1,337 | ||||||||||||
| Changes in financial assumptions |
(120,279 | ) | (258,990 | ) | (74,816 | ) | (16,818 | ) | ||||||||
| Other |
(9,673 | ) | 18,248 | (2,926 | ) | 2,222 | ||||||||||
| Past service cost |
(1,419 | ) | 3,405 | 418 | (18 | ) | ||||||||||
| Plan participants’ contributions |
1,523 | 3,575 | 1,143 | 3,835 | ||||||||||||
| Benefits paid |
(87,624 | ) | (60,614 | ) | (90,283 | ) | (64,789 | ) | ||||||||
| Effect of changes in exchange rates and other |
— | 87,173 | (2,501 | ) | 183,389 | |||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Benefit obligations at end of year |
1,964,655 | 1,423,263 | 1,898,339 | 1,651,016 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Fair value of plan assets: |
||||||||||||||||
| Plan assets at beginning of year |
1,844,819 | 1,224,656 | 1,840,586 | 1,109,394 | ||||||||||||
| Interest income |
13,576 | 48,386 | 21,377 | 73,033 | ||||||||||||
| Remeasurement |
||||||||||||||||
| Actual return on plan assets, excluding interest income |
(8,619 | ) | (216,474 | ) | 266,101 | |
(30,407 |
) | ||||||||
| Employer contributions |
32,682 | 16,421 | 47,459 | 18,252 | ||||||||||||
| Plan participants’ contributions |
1,523 | 3,575 | 1,143 | 3,835 | ||||||||||||
| Benefits paid |
(43,397 | ) | (34,017 | ) | (47,610 | ) | (34,845 | ) | ||||||||
| Effect of changes in exchange rates and other |
— | 66,849 | (579 | ) | 145,656 | |||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Plan assets at end of year |
1,840,586 | 1,109,394 | 2,128,476 | 1,284,918 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| The impact of minimum funding requirement and asset ceiling |
— | — | 268,228 | — | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net defined benefit liability (asset) |
124,069 | 313,869 | 38,092 | 366,098 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
Yen in millions |
||||||||||||||||
March 31, |
||||||||||||||||
2023 |
2024 |
|||||||||||||||
Japanese plans |
Foreign plans |
Japanese plans |
Foreign plans |
|||||||||||||
| Funded defined benefit obligations |
1,466,825 | 1,076,433 | 1,415,507 | 1,250,773 | ||||||||||||
| Plan assets |
(1,840,586 | ) | (1,109,394 | ) | (2,128,476 | ) | (1,284,918 | ) | ||||||||
| The impact of minimum funding requirement and asset ceiling |
— | — | 268,228 | — | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Subtotal |
(373,761 | ) | (32,961 | ) | (444,741 | ) | (34,145 | ) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Unfunded defined benefit obligations |
497,830 | 346,830 | 482,833 | 400,243 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
124,069 | 313,869 | 38,092 | 366,098 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
Yen in millions |
||||||||||||||||
March 31, |
||||||||||||||||
2023 |
2024 |
|||||||||||||||
Japanese plans |
Foreign plans |
Japanese plans |
Foreign plans |
|||||||||||||
| Retirement benefit liabilities |
642,774 | 422,734 | 597,641 | 480,320 | ||||||||||||
| Other non-current assets (Retirement benefit assets) |
(518,705 | ) | (108,865 | ) | (559,550 | ) | (114,222 | ) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net amount recognized |
124,069 | 313,869 | 38,092 | 366,098 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
March 31, |
||||||||||||||||
2023 |
2024 |
|||||||||||||||
Japanese plans |
Foreign plans |
Japanese plans |
Foreign plans |
|||||||||||||
| Discount rate |
1.1 | % | 5.0 | % | 1.4 | % | 5.2 | % | ||||||||
Yen in millions |
||||||||||||||||||||||||
March 31, 2023 |
||||||||||||||||||||||||
Japanese plans |
Foreign plans |
|||||||||||||||||||||||
|
Quoted prices in active markets |
Total |
Quoted prices in active markets |
Total |
|||||||||||||||||||||
Available |
Not available |
Available |
Not available |
|||||||||||||||||||||
Stocks |
440,946 | — | 440,946 | 177,564 | — | 177,564 | ||||||||||||||||||
Government bonds |
108,570 | 15 | 108,585 | 121,568 | — | 121,568 | ||||||||||||||||||
Bonds (other) |
— | 84,234 | 84,234 | — | 185,395 | 185,395 | ||||||||||||||||||
Commingled funds |
— | 492,915 | 492,915 | — | 394,228 | 394,228 | ||||||||||||||||||
Insurance contracts |
— | 209,261 | 209,261 | — | — | — | ||||||||||||||||||
Other |
295,452 | 209,193 | 504,645 | 14,520 | 216,118 | 230,638 | ||||||||||||||||||
Total |
844,968 | 995,618 | 1,840,586 | 313,652 | 795,742 | 1,109,394 | ||||||||||||||||||
Yen in millions |
||||||||||||||||||||||||
March 31, 2024 |
||||||||||||||||||||||||
Japanese plans |
Foreign plans |
|||||||||||||||||||||||
Quoted prices in active markets |
Total |
Quoted prices in active markets |
Total |
|||||||||||||||||||||
Available |
Not available |
Available |
Not available |
|||||||||||||||||||||
Stocks |
604,210 | — | 604,210 | 151,669 | — | 151,669 | ||||||||||||||||||
Government bonds |
135,912 | 3 | 135,915 | 278,982 | — | 278,982 | ||||||||||||||||||
Bonds (other) |
— | 92,568 | 92,568 | — | 271,917 | 271,917 | ||||||||||||||||||
Commingled funds |
— | 521,388 | 521,388 | — | 399,742 | 399,742 | ||||||||||||||||||
Insurance contracts |
— | 236,216 | 236,216 | — | — | — | ||||||||||||||||||
Other . . . . . . . . . . . . . . . . . . . . . . . |
288,891 | 249,288 | 538,180 | 17,899 | 164,708 | 182,607 | ||||||||||||||||||
Total . . . . . . . . . . . . . . . . . . . |
1,029,013 | 1,099,463 | 2,128,476 | 448,550 | 836,367 | 1,284,918 | ||||||||||||||||||
Yen in millions |
||||||||||||||||
For the years ended March 31, |
||||||||||||||||
2023 |
2024 |
|||||||||||||||
Japanese plans |
Foreign plans |
Japanese plans |
Foreign plans |
|||||||||||||
Beginning balance of the fiscal year |
— | — | — | — | ||||||||||||
Interest income |
— | — | — | — | ||||||||||||
Remeasurements: |
||||||||||||||||
Change in asset ceiling excluding interest income |
— | — | 268,228 | — | ||||||||||||
Translation adjustments |
— | — | — | — | ||||||||||||
Ending balance of the fiscal year |
— | — | 268,228 | — | ||||||||||||
Yen in millions |
||||||||||||||||
March 31, |
||||||||||||||||
2023 |
2024 |
|||||||||||||||
|
Japanese plans |
Foreign plans |
Japanese plans |
Foreign plans |
|||||||||||||
0.5% decrease |
153,466 | 237,478 | 144,307 | 119,443 | ||||||||||||
0.5% increase |
(131,275 | ) | (234,242 | ) | (118,737 | ) | (113,734 | ) | ||||||||
Yen in millions |
||||||||
Years ending March 31, |
Japanese plans |
Foreign plans |
||||||
2025 |
87,572 | 69,611 | ||||||
2026 |
89,462 | 75,552 | ||||||
2027 |
92,801 | 80,562 | ||||||
2028 |
97,610 | 86,599 | ||||||
2029 |
95,501 | 90,578 | ||||||
From 2030 to 2034 |
462,384 | 508,984 | ||||||
Total |
925,330 | 911,886 | ||||||
Yen in millions |
||||||||||||
For the years ended March 31, |
||||||||||||
2022 |
2023 |
2024 |
||||||||||
| Liabilities for quality assurance at beginning of year |
1,482,872 | 1,555,711 | 1,686,357 | |||||||||
| Additional provisions |
362,180 | 400,419 | 489,967 | |||||||||
| Utilization |
(278,094 | ) | (229,623 | ) | (340,872 | ) | ||||||
| Reversals |
(32,124 | ) | (59,758 | ) | (37,664 | ) | ||||||
| Other |
20,877 | 19,608 | 38,526 | |||||||||
| |
|
|
|
|
|
|||||||
| Liabilities for quality assurance at end of year |
1,555,711 | 1,686,357 | 1,836,314 | |||||||||
| |
|
|
|
|
|
|||||||
Yen in millions |
||||||||||||
For the years ended March 31, |
||||||||||||
2022 |
2023 |
2024 |
||||||||||
| Liabilities for recalls and other safety measures at beginning of year |
1,093,689 | 1,171,213 | 1,194,156 | |||||||||
| Additional provisions |
245,542 | 231,874 | 288,278 | |||||||||
| Utilization |
(165,482 | ) | (178,124 | ) | (188,902 | ) | ||||||
| Reversals |
(9,389 | ) | (35,643 | ) | (31,248 | ) | ||||||
| Other |
6,853 | 4,836 | 9,406 | |||||||||
| |
|
|
|
|
|
|||||||
| Liabilities for recalls and other safety measures at end of year |
1,171,213 | 1,194,156 | 1,271,690 | |||||||||
| |
|
|
|
|
|
|||||||
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
| Toyota Motor Corporation Shareholders’ equity |
28,338,706 | 34,220,991 | ||||||
| Short-term and long-term debt |
29,380,273 | 36,561,780 | ||||||
For the years ended March 31, |
||||||||||||
2022 |
2023 |
2024 |
||||||||||
| Common stock issued: |
||||||||||||
| Balance at beginning of year |
3,262,997,492 | 16,314,987,460 | 16,314,987,460 | |||||||||
| Changes during the year |
13,051,989,968 | — | — | |||||||||
| |
|
|
|
|
|
|||||||
| Balance at end of year |
16,314,987,460 | 16,314,987,460 | 16,314,987,460 | |||||||||
| |
|
|
|
|
|
|||||||
Number of common shares repurchased |
96,196,900 shares | |
Total purchase price for repurchase of shares |
¥400,000 million |
Number of common shares repurchased |
2,111,000 shares | |
Total purchase price for repurchase of shares |
¥4,607 million |
Number of common shares repurchased |
44,114,900 shares | |
Total purchase price for repurchase of shares |
¥95,392 million |
Number of common shares repurchased |
169,429,000 shares | |
Total purchase price for repurchase of shares |
¥335,685 million |
Number of common shares repurchased |
64,590,700 shares | |
Total purchase price for repurchase of shares |
¥150,000 million |
Number of common shares repurchased |
26,880,600 shares | |
Total purchase price for repurchase of shares |
¥81,037 million |
Yen in millions |
||||||||||||||||
Net changes in revaluation of financial assets measured at fair value through other comprehensive income |
Remeasurements of defined benefit plans |
Exchange differences on translating foreign operations |
Total |
|||||||||||||
| Balance at April 01, 2021 |
1,295,351 | — | 12,375 | 1,307,726 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Other comprehensive income, net of tax |
(103,131 | ) | 151,243 | 1,095,017 | 1,143,129 | |||||||||||
| Reclassification to retained earnings |
(59,110 | ) | (149,602 | ) | — | (208,712 | ) | |||||||||
| Other comprehensive income for the period attributable to non-controlling interests |
1,561 | (1,640 | ) | (38,810 | ) | (38,889 | ) | |||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Balance at March 31, 2022 |
1,134,671 | — | 1,068,583 | 2,203,254 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Other comprehensive income, net of tax |
(105,435 | ) | 82,020 | 851,129 | 827,713 | |||||||||||
| Reclassification to retained earnings |
(94,233 | ) | (72,598 | ) | — | (166,831 | ) | |||||||||
| Other comprehensive income for the period attributable to non-controlling interests |
(1,300 | ) | (9,422 | ) | (17,219 | ) | (27,941 | ) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Balance at March 31, 2023 |
933,702 | — | 1,902,493 | 2,836,195 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Other comprehensive income, net of tax |
716,048 | 56,434 | 1,344,621 | 2,117,103 | ||||||||||||
| Reclassification to retained earnings |
(341,709 | ) | (45,625 | ) | — | (387,334 | ) | |||||||||
| Other comprehensive income for the period attributable to non-controlling interests |
(7,186 | ) | (10,809 | ) | (44,213 | ) | (62,208 | ) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Balance at March 31, 2024 |
1,300,855 | — | 3,202,901 | 4,503,756 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
Yen in millions |
||||||||||||
For the year ended March 31, 2022 |
||||||||||||
|
Before tax |
Tax effect |
After 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 |
||||||||||||
| Amount incurred during the year |
(71,641 | ) | 22,399 | (49,242 | ) | |||||||
| |
|
|
|
|
|
|||||||
| Net changes |
(71,641 | ) | 22,399 | (49,242 | ) | |||||||
| |
|
|
|
|
|
|||||||
| Remeasurements of defined benefit plans |
||||||||||||
| Amount incurred during the year |
188,239 | (51,989 | ) | 136,250 | ||||||||
| |
|
|
|
|
|
|||||||
| Net changes |
188,239 | (51,989 | ) | 136,250 | ||||||||
| |
|
|
|
|
|
|||||||
| Shares of other comprehensive income of equity method investees |
||||||||||||
| Amount incurred during the year |
113,641 | — | 113,641 | |||||||||
| |
|
|
|
|
|
|||||||
| Net changes |
113,641 | — | 113,641 | |||||||||
| |
|
|
|
|
|
|||||||
| Items that may be reclassified subsequently to profit (loss) |
||||||||||||
| Exchange differences on translating foreign operations |
||||||||||||
| Amount incurred during the year |
902,844 | — | 902,844 | |||||||||
| Reclassification to profit (loss) |
— | — | — | |||||||||
| |
|
|
|
|
|
|||||||
| Net changes |
902,844 | — | 902,844 | |||||||||
| |
|
|
|
|
|
|||||||
| Net changes in revaluation of financial assets measured at fair value through other comprehensive income |
||||||||||||
| Amount incurred during the year |
(220,711 | ) | 66,536 | (154,175 | ) | |||||||
| Reclassification to profit (loss) |
1 | (0 | ) | 1 | ||||||||
| |
|
|
|
|
|
|||||||
| Net changes |
(220,710 | ) | 66,536 | (154,174 | ) | |||||||
| |
|
|
|
|
|
|||||||
| Shares of other comprehensive income of equity method investees |
||||||||||||
| Amount incurred during the year |
193,811 | — | 193,811 | |||||||||
| Reclassification to profit (loss) |
— | — | — | |||||||||
| |
|
|
|
|
|
|||||||
| Net changes |
193,811 | — | 193,811 | |||||||||
| |
|
|
|
|
|
|||||||
| Total other comprehensive income |
1,106,184 | 36,945 | 1,143,129 | |||||||||
| |
|
|
|
|
|
|||||||
Yen in millions |
||||||||||||
For the year ended March 31, 2023 |
||||||||||||
Before tax |
Tax effect |
After 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 |
||||||||||||
| Amount incurred during the year |
144,160 | (44,936 | ) | 99,223 | ||||||||
| |
|
|
|
|
|
|||||||
| Net changes |
144,160 | (44,936 | ) | 99,223 | ||||||||
| |
|
|
|
|
|
|||||||
| Remeasurements of defined benefit plans |
||||||||||||
| Amount incurred during the year |
112,151 | (46,998 | ) | 65,153 | ||||||||
| |
|
|
|
|
|
|||||||
| Net changes |
112,151 | (46,998 | ) | 65,153 | ||||||||
| |
|
|
|
|
|
|||||||
| Shares of other comprehensive income of equity method investees |
||||||||||||
| Amount incurred during the year |
(77,148 | ) | — | (77,148 | ) | |||||||
| |
|
|
|
|
|
|||||||
| Net changes |
(77,148 | ) | — | (77,148 | ) | |||||||
| |
|
|
|
|
|
|||||||
| Items that may be reclassified subsequently to profit (loss) |
||||||||||||
| Exchange differences on translating foreign operations |
||||||||||||
| Amount incurred during the year |
676,042 | — | 676,042 | |||||||||
| Reclassification to profit (loss) |
— | — | — | |||||||||
| |
|
|
|
|
|
|||||||
| Net changes |
676,042 | — | 676,042 | |||||||||
| |
|
|
|
|
|
|||||||
| Net changes in revaluation of financial assets measured at fair value through other comprehensive income |
||||||||||||
| Amount incurred during the year |
(165,477 | ) | 49,738 | (115,738 | ) | |||||||
| Reclassification to profit (loss) |
— | — | — | |||||||||
| |
|
|
|
|
|
|||||||
| Net changes |
(165,477 | ) | 49,738 | (115,738 | ) | |||||||
| |
|
|
|
|
|
|||||||
| Shares of other comprehensive income of equity method investees |
||||||||||||
| Amount incurred during the year |
180,181 | — | 180,181 | |||||||||
| Reclassification to profit (loss) |
— | — | — | |||||||||
| |
|
|
|
|
|
|||||||
| Net changes |
180,181 | — | 180,181 | |||||||||
| |
|
|
|
|
|
|||||||
| Total other comprehensive income |
869,909 | (42,196 | ) | 827,713 | ||||||||
| |
|
|
|
|
|
|||||||
Yen in millions |
||||||||||||
For the year ended March 31, 2024 |
||||||||||||
Before tax |
Tax effect |
After 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 |
||||||||||||
| Amount incurred during the year |
806,365 | (248,826 | ) | 557,539 | ||||||||
| |
|
|
|
|
|
|||||||
| Net changes |
806,365 | (248,826 | ) | 557,539 | ||||||||
| |
|
|
|
|
|
|||||||
| Remeasurements of defined benefit plans |
||||||||||||
| Amount incurred during the year |
57,616 | (11,289 | ) | 46,328 | ||||||||
| |
|
|
|
|
|
|||||||
| Net changes |
57,616 | (11,289 | ) | 46,328 | ||||||||
| |
|
|
|
|
|
|||||||
| Shares of other comprehensive income of equity method investees |
||||||||||||
| Amount incurred during the year |
156,118 | — | 156,118 | |||||||||
| |
|
|
|
|
|
|||||||
| Net changes |
156,118 | — | 156,118 | |||||||||
| |
|
|
|
|
|
|||||||
| Items that may be reclassified subsequently to profit (loss) |
||||||||||||
| Exchange differences on translating foreign operations |
||||||||||||
| Amount incurred during the year |
1,178,875 | — | 1,178,875 | |||||||||
| Reclassification to profit (loss) |
— | — | — | |||||||||
| |
|
|
|
|
|
|||||||
| Net changes |
1,178,875 | — | 1,178,875 | |||||||||
| |
|
|
|
|
|
|||||||
| Net changes in revaluation of financial assets measured at fair value through other comprehensive income |
||||||||||||
| Amount incurred during the year |
33,256 | (10,459 | ) | 22,797 | ||||||||
| Reclassification to profit (loss) |
(15,267 | ) | 4,717 | (10,550 | ) | |||||||
| |
|
|
|
|
|
|||||||
| Net changes |
17,989 | (5,742 | ) | 12,247 | ||||||||
| |
|
|
|
|
|
|||||||
| Shares of other comprehensive income of equity method investees |
||||||||||||
| Amount incurred during the year |
182,576 | — | 182,576 | |||||||||
| Reclassification to profit (loss) |
(16,579 | ) |
— | (16,579 | ) | |||||||
| |
|
|
|
|
|
|||||||
| Net changes |
165,996 | — | 165,996 | |||||||||
| |
|
|
|
|
|
|||||||
| Total other comprehensive income |
2,382,959 | (265,856 | ) | 2,117,103 | ||||||||
| |
|
|
|
|
|
|||||||
Resolution |
Type of shares |
Total amount of dividends (yen in millions) |
Dividend per share (yen) |
Record date |
Effective date |
|||||||||||
The Board of Directors Meeting on May 12, 2021 |
Common shares | 377,453 | 135.00 | March 31, 2021 | May 28, 2021 | |||||||||||
The Board of Directors Meeting on November 4, 2021 |
Common shares | 332,419 | 120.00 | September 30, 2021 | November 25, 2021 | |||||||||||
For the year ended March 31, 2023 |
Resolution |
Type of shares |
Total amount of dividends (yen in millions) |
Dividend per share (yen) |
Record date |
Effective date |
|||||||||||
The Board of Directors Meeting on May 11, 2022 |
Common shares | 385,792 | 28.00 | March 31, 2022 | May 27, 2022 | |||||||||||
The Board of Directors Meeting on November 1, 2022 |
Common shares | 342,187 | 25.00 | September 30, 2022 | November 22, 2022 | |||||||||||
Resolution |
Type of shares |
Total amount of dividends (yen in millions) |
Dividend per share (yen) |
Record date |
Effective date |
|||||||||||
The Board of Directors Meeting on May 10, 2023 |
Common shares | 474,781 | 35.00 | March 31, 2023 | May 26, 2023 | |||||||||||
The Board of Directors Meeting on November 1, 2023 |
Common shares | 405,416 | 30.00 | September 30, 2023 | November 22, 2023 | |||||||||||
Resolution |
Type of shares |
Total amount of dividends (yen in millions) |
Dividend per share (yen) |
Record date |
Effective date |
|||||||||||
The Board of Directors Meeting on May 8, 2024 |
Common shares | 606,338 | 45.00 | March 31, 2024 | May 24, 2024 | |||||||||||
Yen in millions |
||||||||||||
For the years ended March 31 |
||||||||||||
2022 |
2023 |
2024 |
||||||||||
Sales of products |
||||||||||||
Automotive |
||||||||||||
Vehicles |
23,739,442 | 28,394,256 | 35,249,865 | |||||||||
Parts and components for production |
1,504,215 | 1,710,422 | 1,596,111 | |||||||||
Parts and components for after service |
2,407,143 | 2,866,196 | 3,166,586 | |||||||||
Other |
881,193 | 805,995 | 1,068,169 | |||||||||
Total automotive |
28,531,993 | 33,776,870 | 41,080,731 | |||||||||
All other |
541,436 | 590,749 | 567,399 | |||||||||
Total sales of products |
29,073,428 | 34,367,619 | 41,648,130 | |||||||||
Financial services |
2,306,079 | 2,786,679 | 3,447,195 | |||||||||
Total sales revenues |
31,379,507 | 37,154,298 | 45,095,325 | |||||||||
Yen in millions |
||||||||||||
For the years ended March 31, |
||||||||||||
2022 |
2023 |
2024 |
||||||||||
Finance leases |
||||||||||||
Financial income related to net lease investment |
134,512 | 164,820 | 208,257 | |||||||||
Operating leases |
1,093,545 | 1,169,018 | 1,207,719 | |||||||||
Total |
1,228,057 | 1,333,838 | 1,415,975 | |||||||||
Yen in millions |
||||||||||||
April 1, 2022 |
March 31, |
|||||||||||
2023 |
2024 |
|||||||||||
| Contract liabilities |
989,959 | 1,068,212 | 1,392,390 | |||||||||
Yen in millions |
||||||||||||
For the years ended March 31, |
||||||||||||
2022 |
2023 |
2024 |
||||||||||
| Research and development expenditures incurred during the year |
1,124,262 | 1,241,686 | 1,202,373 | |||||||||
| Amount capitalized |
(200,512 | ) | (181,634 | ) | (124,788 | ) | ||||||
| Amortization of capitalized development costs |
167,926 | 164,512 | 160,686 | |||||||||
| |
|
|
|
|
|
|||||||
| Total |
1,091,675 | 1,224,564 | 1,238,271 | |||||||||
| |
|
|
|
|
|
|||||||
Yen in millions |
||||||||||||
For the years ended March 31, |
||||||||||||
2022 |
2023 |
2024 |
||||||||||
| Other finance income |
||||||||||||
| Interest income |
||||||||||||
| Financial assets measured at amortized cost |
16,920 | 101,737 | 289,035 | |||||||||
| Financial assets measured at fair value through other comprehensive income |
84,592 | 132,365 | 165,653 | |||||||||
| Dividend income |
||||||||||||
| Financial assets measured at fair value through other comprehensive income |
94,833 | 109,308 | 127,178 | |||||||||
| Other |
138,416 | 35,939 | 165,370 | |||||||||
| |
|
|
|
|
|
|||||||
| Total |
334,760 | 379,350 | 747,236 | |||||||||
| |
|
|
|
|
|
|||||||
| Other finance costs |
||||||||||||
| Interest expense |
||||||||||||
| Financial liabilities measured at amortized cost |
(32,458 | ) | (47,356 | ) | (64,733 | ) | ||||||
| Other |
(11,539 | ) | (77,757 | ) | (38,975 | ) | ||||||
| |
|
|
|
|
|
|||||||
| Total |
(43,997 | ) | (125,113 | ) | (103,709 | ) | ||||||
| |
|
|
|
|
|
|||||||
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 |
2,451,318 | 13,658,382 | 179.47 | |||||||||
For the year ended March 31, 2024 |
||||||||||||
Net income attributable to Toyota Motor Corporation |
4,944,933 | |||||||||||
Basic earnings per share attributable to Toyota Motor Corporation |
4,944,933 | 13,512,848 | 365.94 | |||||||||
Effect of dilutive securities |
||||||||||||
Model AA Class Shares |
— | — | ||||||||||
Diluted earnings per share attributable to Toyota Motor Corporation |
4,944,933 | 13,512,848 | 365.94 | |||||||||
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, 2023 |
28,338,706 | 13,565,180 | 2,089.08 | |||||||||
As of March 31, 2024 |
34,220,991 | 13,474,172 | 2,539.75 | |||||||||
(i) |
Consolidated structured entities |
| (ii) | Unconsolidated structured entities |
Yen in millions |
||||||||
March 31, |
||||||||
2023 |
2024 |
|||||||
Trade accounts and other receivables |
||||||||
Associates |
447,400 | 464,728 | ||||||
Joint ventures |
85,275 | 145,077 | ||||||
Total |
532,674 | 609,805 | ||||||
Trade accounts and other payables |
||||||||
Associates |
1,459,209 | 1,423,147 | ||||||
Joint ventures |
695 | 9,668 | ||||||
Total |
1,459,904 | 1,432,815 | ||||||
Yen in millions |
||||||||||||
For the years ended March 31, |
||||||||||||
2022 |
2023 |
2024 |
||||||||||
Sales revenues |
||||||||||||
Associates |
1,948,681 | 2,821,963 | 3,137,067 | |||||||||
Joint ventures |
413,703 | 722,278 | 662,202 | |||||||||
Total |
2,362,384 | 3,544,240 | 3,799,268 | |||||||||
Cost of products sold (purchases) |
||||||||||||
Associates |
7,946,788 | 9,891,804 | 12,426,770 | |||||||||
Joint ventures |
308 | 59,703 | 75,042 | |||||||||
Total |
7,947,095 | 9,951,507 | 12,501,811 | |||||||||
Yen in millions |
||||||||||||
For the years ended March 31, |
||||||||||||
2022 |
2023 |
2024 |
||||||||||
Base compensation |
1,083 | 1,226 | 1,107 | |||||||||
Bonus |
196 | 397 | 1,054 | |||||||||
Share compensation |
772 | 808 | 1,862 | |||||||||
Total |
2,051 | 2,430 | 4,024 | |||||||||
| Class of stock to be repurchased | Common stock of TMC | |
| Number of shares to be repurchased | 410,000,000 shares (maximum) | |
| Total purchase price for repurchase of shares | ¥1,000,000 million (maximum) | |
| Period of repurchase | From May 9, 2024 to April 30, 2025 |
| Class of stock retired | Common stock of TMC | |
| Number of shares retired | 520,000,000 shares | |
| Date of retirement | May 9, 2024 |
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
104 |
The cover page for the registrant’s Annual Report on Form 20-F for the year ended March 31, 2024, has been formatted in Inline XBRL |
|
TOYOTA MOTOR CORPORATION |
||
By: |
/s/ Masahiro Yamamoto |
|
Name: |
Masahiro Yamamoto |
|
Title: |
Chief Officer, Accounting Group |
|
Exhibit 1.2
For reference purpose only
(TRANSLATION)
REGULATIONS OF
THE BOARD OF DIRECTORS
OF
TOYOTA MOTOR CORPORATION
Established: February 27, 1952
As last amended on June 3, 2024
(Aa004-29)
Article 1. (Regulations of the Board of Directors)
Except as provided for in laws, ordinances or the Articles of Incorporation, matters relating to the Board of Directors of Toyota Motor Corporation (the “Company”) shall be governed by the provisions of these Regulations.
Article 2. (Purpose and Composition)
| 1. | The Board of Directors shall be composed of all the Members of the Board of Directors and shall make decisions on the execution of business, supervise the execution of the duties of Members of the Board of Directors, and designate and dismiss the Representative Directors. |
| 2. | Audit & Supervisory Board Members shall be present and, whenever necessary, give their opinions at a meeting of the Board of Directors. |
| 3. | The Board of Directors is able to request Operating Officers and other members admitted by the Chairman to be present and give explanation or comment. However, Operating Officers and other members admitted by the Chairman are not able to participate in resolutions. |
Article 3. (Person to Convene Meeting and Notice of Meeting)
| 1. | A meeting of the Board of Directors shall be convened by the Chairman of the Board of Directors or the President, Member of the Board of Directors. In the event that the positions of both the Chairman of the Board of Directors and the President, Member of the Board of Directors are vacant or that both of them are prevented from convening, such meeting shall be convened by the Vice Chairman of the Board of Directors, or other Members of the Board of Directors in that order and according to their rank, if there are multiple persons holding the same position. |
| 2. | Notice of convening a meeting of the Board of Directors shall be dispatched to each Member of the Board of Directors and each Audit & Supervisory Board Member at least three (3) days before the date of the meeting. In the case of urgency, however, such period may be shortened. |
| 3. | A meeting of the Board of Directors may be held without following the convening procedure, if consented to by all the Members of the Board of Directors and the Audit & Supervisory Board Members. |
Article 4. (Chairmanship and Method of Adopting Resolutions)
| 1. | The Chairman of the Board of Directors or the President, Member of the Board of Directors shall preside as chairman at a meeting of the Board of Directors. In the event that the positions of both the Chairman of the Board of Directors and the President, Member of the Board of Directors are vacant or that both of them are prevented from so presiding as chairman, the Vice Chairman of the Board of Directors, or other Members of the Board of Directors, shall preside as chairman in that order and according to their rank in the case that there are multiple persons holding the same position. |
| 2. | Resolutions of the Board of Directors shall be adopted at meetings at which a majority of the Members of the Board of Directors who are entitled to vote shall be present, by a majority of the Members of the Board of Directors so present. |
| 3. | With respect to matters to be resolved by the Board of Directors, the Company shall deem that such matters were approved by a resolution of the Board of Directors when all the Members of the Board of Directors express their agreement in writing or by electronic records. Provided, however, that this provision shall not apply when any Audit & Supervisory Board Member expresses his/her objection to such matters. |
| 4. | With respect to matters to be reported to the Board of Directors, Members of the Board of Directors, Audit & Supervisory Board Members or Accounting Auditors shall not be required to report such matters to the Board of Directors when such matters are notified to all the Members of the Board of Directors and Audit & Supervisory Board Members. |
Article 5. (Matters to be Resolved)
The following matters shall be subject to the resolution of the Board of Directors:
| (1) | Matters provided for in the Corporation Act or other laws or ordinances; |
| (2) | Matters provided for in the Articles of Incorporation; |
| (3) | Matters delegated to the Board of Directors by resolution of a general meeting of shareholders; and |
| (4) | Other important managerial matters. |
Article 6. (Matters to Be Reported)
Members of the Board of Directors shall report to the Board of Directors on the following matters:
| (1) | State of execution of business and such other matters as are provided for in the Corporation Act or other laws or ordinances; and |
| (2) | Such other matters as the Board of Directors may deem necessary. |
Article 7. (Meetings and Minutes)
| 1. | A meeting of the Board of Directors shall be held in Japanese, minutes shall be prepared each time a meeting of the Board of Directors is held and such minutes shall be kept on file at the head office for ten years. |
| 2. | Minutes shall set forth matters provided for in the laws or ordinances and the Members of the Board of Directors and Audit & Supervisory Board Members present shall sign or affix their names and seals thereto. |
| 3. | Minutes shall be prepared in Japanese. |
Supplementary Provisions
Article 1. (Effective Date)
These Regulations shall become effective as of June 3, 2024.
Article 2. (Amendment to Regulations)
Any amendment to these Regulations shall be made by a resolution of the Board of Directors.
MATTERS TO BE SUBMITTED TO THE BOARD OF DIRECTORS
General Rules of the “Matters To Be Submitted To The Board of Directors” (this “List”)
| 1. | Pursuant to Article 5(1), (2) and (3) of the Regulations of the Board of Directors, matters and items defined in I-1, 2 and 3 of this List shall, without fail, be submitted to the Board of Directors. |
| 2. | In addition, pursuant to Article 5(4) of the Regulations of the Board of Directors, for matters and items defined in I-4 of this List, materiality must be appropriately judged and matters must be submitted accordingly to the Board of Directors. |
| 3. | Materiality shall be determined by the Executive(s) and Executive General Manager(s) responsible for their divisions* taking into consideration “submission standards,” “special rules,” “definitions” and “explanations” in this List. If the amount of transaction does not meet the submission standards at first, but there occurs a possibility that it may exceed such standards later on, such transaction shall be submitted to the Board of Directors at the time such possibility arises. |
Even if a proposal does not meet the monetary standards, for matters with high uncertainty in investment recovery, potential significant losses, high geopolitical risks, or high reputation risks, etc., materiality shall be appropriately judged based on such risks.
| 4. | Pursuant to Article 6 of the Regulations of the Board of Directors, matters and items defined in II of this List shall be reported to the Board of Directors without delay. |
| * | Business Unit/Company President or Executive Vice President, or Chief Officer / Chief Executive Officer or Deputy Chief Officer (TMC Executives’ meeting: Chairman of applicable meetings/ Divisions not belonging to a group: Operating Officer or senior professional / senior management (kanbushoku) responsible for an applicable division) |
Standard for re-submission
If material changes are made to a matter previously submitted to the Board of Directors (such as 20% or more of increase in the amount approved by the Board of Directors), such matter shall be re-submitted to the Board of Directors.
| I. | Matters to be Resolved: |
| 1. | Matters provided for in the Companies Act or other laws or ordinances: |
| Classifications |
Items |
Relevant Articles of |
||
| Shares; stock acquisition rights: | Fixing the record date | Article 124 | ||
| Acquisition of the Company’s own shares held by its subsidiaries | Article 163 | |||
| Cancellation of the Company’s own shares | Article 178 | |||
| Share-splits | Article 183 | |||
| Free allotment of shares | Article 186 | |||
| Reduction of the number of shares constituting one unit (tangen) of shares or abolition of the provisions which define such number | Article 195 | |||
| Auction of shares held by shareholders whose whereabouts are unknown | Article 197 | |||
| Issuance of new shares | Article 201 | |||
| Disposition of the Company’s own shares | Article 201 | |||
| Classifications |
Items |
Relevant Articles of |
||
| Approval of undertaking a contract for the total number of shares of subscription or similar ones with transfer restrictions | Articles 205 and 244 | |||
| Issuance of stock acquisition rights | Article 240 | |||
| Approval of transferring stock acquisition rights with transfer restrictions | Article 265 | |||
| Acquisition of stock acquisition rights with acquisition clause | Articles 273 and 274 | |||
| Cancellation of stock acquisition rights | Article 276 | |||
| General meetings of shareholders: | Free allotment of stock acquisition rights | Article 278 | ||
| Convening of a general meeting of shareholders | Article 298 | |||
| Board of Directors, Members of the Board of Directors: | Designation and dismissal of Representative Directors | Article 362 | ||
| Approval of Members of the Board of Directors’ competing transactions | Article 365 | |||
| Approval of Members of the Board of Directors’ transactions for their own account | Article 365 | |||
| Approval of Members of the Board of Directors’ transactions involving conflict of interests | Article 365 | |||
| Accounts: | Approval of financial statements, business reports and the accompanying detailed statements | Article 436 | ||
| Approval of extraordinary financial statements | Article 441 | |||
| Approval of consolidated financial statements | Article 444 | |||
| Reduction in the amount of capital (with conditions) | Article 447 | |||
| Reduction in the amount of reserves (with conditions) | Article 448 | |||
| Bonds: | Offering of bonds | Article 362 | ||
| Issuance of bonds with stock acquisition rights | Article 240 | |||
| Others: | Disposition and acquisition of important property*1 | Article 362 | ||
| Borrowing of a large amount of money | Article 362 | |||
| Appointment and removal of managers and other important employees | Article 362 | |||
| Establishment, alteration and abolition of branch offices and other important organizations | Article 362 | |||
| Development of a system to ensure the appropriateness of business operations of the Company and business group consisting of the parent company and subsidiaries | Article 362 | |||
| Other important business execution | Article 362 | |||
| 2. | Matters provided for in the Articles of Incorporation: |
| Classifications |
Items |
Relevant Articles of the |
||
| Shares: | Acquisition of Company’s own shares | Articles 7 | ||
| Selection of registration agent and its location of business | Article 9 | |||
| Amendment to the Share Handling Regulations | Article 10 | |||
| General meeting of shareholders: | The order in which to assume chairmanship of a general meeting of shareholders | Article 13 | ||
| Board of Directors; Members of the Board of Directors: | Designation and dismissal of Members of the Board of Directors with specific titles | Article 20 | ||
| Amendment to the Regulations of the Board of Directors | Article 19 | |||
| Exemption of Members of the Board of Directors from their liabilities | Article 22 | |||
| Audit & Supervisory Board Members: | Exemption of Audit & Supervisory Board Members from their liabilities | Article 29 | ||
| Accounts: | Distribution of interim dividends from surplus | Article 33 | ||
| Reduction in the amount of reserves | Article 33 | |||
| Other disposition of surplus | Article 33 | |||
| Distribution of dividends from surplus | Article 33 | |||
| Others: | Appointment of Honorary Chairman and Senior Advisor | Article 21 | ||
| 3. | Matters delegated to the Board of Directors by resolution of a general meeting of shareholders: |
| Classifications |
Items |
|
| Shares: | Acquisition of Company’s own shares | |
| Issuance of new shares or stock acquisition rights on favorable conditions | ||
| Others: | Other matters delegated to the Board of Directors | |
| 4. | Other important managerial matters: |
| Classifications |
Items |
|
| Management: | Business Plan (profit planning, Hoshin Guideline, etc.) | |
| Important business alliances and important joint ventures | ||
| Launching of new projects | ||
| Short-form and simplified corporate splits | ||
| Short-form and simplified share exchanges | ||
| Simplified acquisition of an entire business of another company | ||
| Approval of interim and quarterly accounts | ||
| Approval of consolidated accounts (including interim and quarterly accounts) | ||
| Decision on filing a lawsuit or an appeal, or closing an important dispute | ||
| Other important matters | ||
| Personnel affairs; organization: | Assumption of office of executives in other companies (excluding the company’s subsidiaries, in the case of new offices in listed companies only) by Members of the Board of Directors (excluding Outside Members of the Board of Directors), Operating Officers, and the head of group, in-house company and any other organization similar thereto | |
| Assumption of office of executives in important associations (in the case of new offices only) by Members of the Board of Directors (excluding Outside Members of the Board of Directors), Operating Officers, and the head of group, in-house company and any other organization similar thereto | ||
| Appointment and removal of assignment of Members of the Board of Directors and Operating Officers to take charge of the head of group, in-house company and any other organization similar thereto | ||
| Treatment and discipline relating to Members of the Board of Directors and Operating Officers | ||
| Appointment and removal of Operating Officers | ||
| Appointment and removal of Senior Technical Executive (gikan) and Advisor (komon) | ||
| Approval of Operating Officers’ competing transactions | ||
| Approval of Operating Officers’ transactions for their own account | ||
| Approval of Operating Officers’ transactions involving conflict of interests | ||
| Changes in important working conditions | ||
| Other important matters | ||
| Production; Sales; Technology development: | Long-term or annual production, shipment or sales plans | |
| Long-term or annual equipment plans | ||
| Licensing, acquisition or transfer of important intellectual property rights | ||
| Other important matters | ||
| Group management: | Incorporation, dissolution, acquisition and transfer of subsidiaries | |
| Important group managerial matters | ||
| Other important matters | ||
| Others: | Other important managerial matters (For matters with high uncertainty in investment recovery, potential significant losses, high geopolitical risks, or high reputation risks, etc., materiality shall be appropriately judged based on such risks) |
|
| II. | Matters to be reported: |
| Items |
Relevant Articles of |
|
| State of execution of business | Article 363 | |
| Important facts about a competing transaction | Article 365 | |
| Important facts about any Member of the Board of Director’s transactions for his/her own accounts | Article 365 | |
| Important facts about any transactions involving conflict of interests | Article 365 | |
| Monthly production/shipment/sales results | — | |
| Important matters, such as incorporation of subsidiaries by a joint venture company | — | |
| Management status of a system to ensure the appropriateness of business operations of the Company and business group consisting of the parent company and subsidiaries | Article 362 | |
| Other important matters | — | |
Appendix 1
| Items |
Standard |
|
| (1) Disposition and acquisition of important property: |
||
| 1 Acquisition and disposition of land and leaseholds |
50,000,000,000 Yen or more per transaction | |
| 2 Investments (excluding fund management investments) |
50,000,000,000 Yen or more per transaction | |
| 3 Capital expenditure (excluding introduction / change of vehicle models and renewal of aging assets) |
50,000,000,000 Yen or more per transaction | |
| 4 Loans (excluding renewal of bills and notes, and loans as part of financial business) |
50,000,000,000 Yen or more per transaction, or loans outstanding of 50,000,000,000 Yen or more per company | |
| 5 Discharge of debts |
200,000,000 Yen or more per transaction | |
| 6 Donations (excluding those via Japan Automobile Manufacturers Association, Inc.) |
2,000,000,000 Yen or more per transaction However, important matters will be submitted, even if the amount for a new case or single case is less than 2,000,000,000 Yen |
|
| (2) Disposition and acquisition of important property: |
Important matters will be submitted at the initial phase (overview, the maximum amount of money, etc.). | |
| Deliberate a project as a whole. Multiple year appropriation is allowed if necessary (Report is required) |
||
| (3) Borrowings of large amounts of money: |
||
| 1 Borrowing |
50,000,000,000 Yen or more per transaction | |
| 2 Guarantee of obligations |
All transactions | |
| Items |
Standard |
|
| (4) Appointment and removal of managers and other important employees: |
Promotion to Senior General Manager and above, as well as appointment or removal of the head of group, in-house company, and any other organizations similar thereto | |
| Appointment of operating officers at membership companies (limited liability company, etc.) and limited liability partnerships, and removal of operating officers at such companies | ||
| (5) Establishment, alteration and abolition of branch offices and other important organizations: |
Establishment, alteration and abolition of group, in-house company, plant and any other organizations similar thereto |
| (*1) | Acquisition and disposition of land and leaseholds |
In the case where any of the acquisition price, book value, or transaction price is 50,000,000,000 Yen or more per transaction, a submission shall be required.
However, in the case that the acquisition occurs for the purpose other than business, a submission shall be required, even if the amount is less than 50,000,000,000 Yen.
| (*2) | Definition of “leaseholds” |
“Leasehold” is a right which is obtained by a temporary payment of concession money as a setup fee for leasehold, when leasing land for the purpose of owning buildings (excluding parking space, etc.).
| (*3) | Special rules regarding exclusion items of “Capital investment” |
Transactions to change the structure of business (establishment of new plants, etc), or more than 1% of consolidated net worth amount (minimum amount in the past three years) per transaction are mandatory.
Appendix 2
| Items |
Standard |
|
| (1) Business Plan (profit planning, Hoshin Guideline, etc.): |
||
| 1 Definition of “Business Plan” |
||
| (1) “Business Plan” |
Short-term profit planning (revenue, capital expenditure, R&D cost, etc.), sales and production plan, (initial annual plan, etc.), mid-term profit planning, vision, etc. | |
| (2) “Hoshin Guideline” |
Hoshin guideline (if revised) | |
| (2) Important business alliances and important joint ventures: |
||
| (1) Definition of “business alliance” and “joint venture” |
||
| (1) “Business alliance” |
“Business alliance” shall be used when businesses such as sales tie-up, continuous provision of products, acceptance/entrustment of production, joint production, joint development, or technology licensing, etc., are commenced or terminated, or material changes with respect to these businesses are made | |
| Items |
Standard |
|
| (2) “Joint venture” |
“Joint venture” shall be used when Toyota Motor Corporation (TMC) and a business partner or its subsidiary make joint investment to establish or acquire a joint venture company and have such joint venture company conduct businesses for the purposes of the subject joint venture | |
| (2) Materiality standards for “Important business alliances and important joint ventures”*1 |
||
| (1) Monetary standard |
In case TMC plans to spend 50,000,000,000 Yen or more in total for loan and investment, capital expenditures, etc. at the beginning of the plan | |
| (2) Qualitative standard |
In case the subject business alliance or joint venture (including with a dominant competitor) may materially affect TMC’s management in terms of sales, profits, etc. | |
| (3) Launching of new projects: |
||
| 1 Definition of “Launching of new projects” |
Used when TMC launches a business not relating to its existing business areas (such as automobiles, industrial vehicles, housing, information and telecommunication, boats and ships, airplanes, biotechnology or financial businesses) | |
| Other than launch of business by TMC itself, launch of business through business alliance or through its subsidiary or joint venture company (excluding companies in which TMC invests without being required to include such companies’ operating results in its consolidated financial statements pursuant to the Financial Instruments and Exchange Act) shall also be considered as “launching of new projects” | ||
| (4) Decision on filing a lawsuit or an appeal, or closing an important dispute*2: |
||
| 1 Monetary standard |
In case that value of subjects (amount TMC sues for or amount to be borne by TMC*3) is 10,000,000,000 Yen or more | |
| 2 Qualitative standard |
In case of legal actions such as filing of legal action with respect to important intellectual property rights or dispute with a public entity with respect to environmental issues, which may materially affect TMC’s management, business, rights or brand image, etc. | |
| (*1) | Materiality standards for “important business alliances and important joint ventures” |
If a business alliance or joint venture falls under either the “Monetary standard” or “Qualitative standard”, it shall be submitted to the Board of Directors.
| (*2) | Materiality standards for “Decision on filing a lawsuit or an appeal, or closing an important dispute” |
If a case falls under either “Monetary standard” or “Qualitative standard”, it shall be submitted to the Board of Directors.
Appendix 3
| Items |
Standard |
|
| (1) Materiality standards for “Assumption of offices of and resignation from a director’s position in important associations”: |
In case that Members of the Board of Directors or Operating Officers of TMC assume or resign from a position such as chairman, board chairman, committee chairman, etc. of Japan Business Federation, The Japan Chamber of Commerce and Industry, Japan Association of Corporate Executives, Japan Automobile Manufacturer Association, Counsel of government authorities or other important associations comparable to these associations | |
| (2) Materiality standards for “Changes in important working conditions”: |
In case that certain actions such as changes in working conditions with respect to employment which may materially affect TMC’s management and employees | |
Appendix 4
Materiality standard for “licensing, acquisition or transfer of important intellectual property rights”
Certain actions such as licensing of intellectual property rights relating to TMC’s essential technologies or transfer of TMC’s trademark, which may materially affect TMC’s management, such licensing, transfer or acquisition shall be deemed material.
Appendix 5
| Items |
Standard |
|
| (1) Incorporation, dissolution, acquisition and transfer of subsidiaries: |
||
| 1 Definition of “Incorporation, dissolution, acquisition and transfer of subsidiaries” |
||
| (1) “Subsidiary” |
A joint stock company of which TMC holds a majority of its voting rights, or other companies judged to be a subsidiary of TMC pursuant to Article 3 of the Implementation Rules of the Companies Act (including a membership company such as a limited liability company, a partnership, any other business entities similar thereto) | |
| (2) “Incorporation” |
Used when a subsidiary is established | |
| (3) “Dissolution” |
Used when a subsidiary is dissolved | |
| (4) “Acquisition” |
Used when a subsidiary is obtained through, for example, acquisition of shares (excluding cases which fall under incorporation) | |
| (5) “Transfer” |
Used when a company loses its status as a subsidiary of TMC through, for example, TMC’s sale of shares of the subsidiary (excluding cases which fall under dissolution) | |
| Items |
Standard |
|
| (2) Important group managerial matters: |
||
| Matters will be submitted in accordance with the company’s submission standard in cases where business operation of subsidiaries may have a great influence on the company’s group management or reputation. Such cases include “Disposition and acquisition of important property”, “Borrowings of a large amount of money”, “Business alliances and joint ventures” and “Launching of new projects.” |
||
| However, such submission may be omitted, in the case where submission of a matter is a formality, the matter virtually requires no managerial decision (transfer of land/equipment conducted between wholly owned subsidiaries etc.) and the matter is judged not to have materiality. |
||
| (1) Report of the execution status of business: |
Improve contents of report to the supervision side while enhancing the decision-making process by operating officers | |
| (1) Progress of important investment in new businesses and risk taking status shall be reported as appropriate |
||
| (2) As for report by in-house company/region, the annual plans will be confirmed in the Hoshin Guideline. As for other organizations, report will be made by project (Outside Board Member Meeting can be utilized) |
||
| (3) Progress of initiatives for important strategy/ mid-to long-term challenges shall be reported as appropriate (e.g., matters related to sustainability, corporate governance, and risk management, etc.) |
||
Exhibit 12.1
CERTIFICATIONS
I, Koji Sato, certify that:
| 1. | I have reviewed this annual report on Form 20-F of Toyota Motor Corporation (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15I and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the Audit & Supervisory Board (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
Date: June 25, 2024
| /s/ Koji Sato |
| Koji Sato |
| Chief Executive Officer, Member of the Board of Directors Toyota Motor Corporation |
CERTIFICATIONS
I, Yoichi Miyazaki, certify that:
| 1. | I have reviewed this annual report on Form 20-F of Toyota Motor Corporation (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the Audit & Supervisory Board (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
Date: June 25, 2024
| /s/ Yoichi Miyazaki |
| Yoichi Miyazaki |
| Chief Financial Officer, Member of the Board of Directors Toyota Motor Corporation |
Exhibit 13.1
CERTIFICATION
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Toyota Motor Corporation, a Japanese corporation (the “Company”), does hereby certify that, to such officer’s knowledge:
1. The accompanying Annual Report of the Company on Form 20-F for the period ended March 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| By: |
/s/ Koji Sato | |
| Name: | Koji Sato | |
| Title: | Chief Executive Officer, Member of the Board of Directors | |
| Date: June 25, 2024 |
||
| By: |
/s/ Yoichi Miyazaki | |
| Name: | Yoichi Miyazaki | |
| Title: | Chief Financial Officer, Member of the Board of Directors | |
| Date: June 25, 2024 |
||
(A signed original of this written statement required by Section 906 has been provided to Toyota Motor Corporation and will be retained by Toyota Motor Corporation and furnished to the U.S. Securities and Exchange Commission or its staff upon request.)
Exhibit 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-265811) of Toyota Motor Corporation of our report dated June 25, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F.
| /s/ PricewaterhouseCoopers Japan LLC |
| Nagoya, Japan |
| June 25, 2024 |
Exhibit 19.1
|
Internal Rules Relating to Insider Trading Regulations |
<< Please keep the following points in mind when purchasing or selling shares or other securities >>
|
(1) Please consult with the Secretarial Division before purchasing or selling shares or other securities of the Company or its listed subsidiaries.
(2) Please inform the securities company where you purchase or sell shares or other securities that you are an “officer of Toyota Motor Corporation.” |
Amended March 2022
Secretariat, Secretarial Division
Capital Strategy & Affiliated Companies Finance Division
Legal Department
1
Introduction – Background to Insider Trading Regulations
| • | Insider trading is the act of a company insider or any other related party to trade shares or other securities using knowledge of non-public material facts etc. known only to company insiders (i.e., facts that are likely to have an impact on the stock price of the company if the facts are made public), that is, by taking advantage of the information gap between the company insider and general investors (for the definitions and description related to insider trading, see the following pages and beyond). |
| • | The 2013 amendments to the Financial Instruments and Exchange Act (the “FIEA”), which took effect in April 2014, introduced new regulations that prohibit any company insider from disclosing non-public material facts etc. of the company (communicating information) or recommending the purchase and sale of shares and other securities of the company (recommending trades) to a third party for such purposes as having the third party gain profits, even if the company insiders themselves do not engage in insider trading, as those acts would encourage insider trading. |
| • | Insider trading is strictly regulated by law in many countries around the world as an extremely malicious act (i.e., crime) (and of course in Japan, the U.S. and the United Kingdom, where Toyota’s stock is listed). Moreover, insider trading usually results in not only criminal and administrative penalties for the trader and the company to which the trader belongs, but also various social and moral sanctions (the name of the company may be spoken of for years in a disgraceful manner, as in the “Company XX case”). Similarly, even a mere “suspicion” of insider trading can cause significant damage to the trader and the company to which the trader belongs. |
| • | The primary reason for prohibiting insider trading is to “ensure transparency and fairness in the securities markets.” Since the securities market is a place to collect funds widely from the public and conduct open and fair transactions, transparency and fairness are strongly required. In order to ensure market transparency, fairness, and confidence in the market, it is essential to strictly regulate insider trading, which is an act of deception against general investors. |
| • | Therefore, we ask that you read these “Internal Rules” carefully, understand the purpose and outline of the insider trading regulations accurately, and when trading shares or other securities, comply with laws and regulations and follow appropriate procedures. |
| 1. | Insider Trading |
Insider trading is the act of a “company insider etc.” to “purchase or sell etc.” “shares or other securities” of a listed company etc. with knowledge of “material facts etc.” relating to the listed company etc.’s business etc. before such material facts etc. are “made public” (insider trading is prohibited because if a company insider uses “material facts etc.,” the company insider may do so at advantage over general investors, which is unfair and inequitable). “Persons affiliated with a tender offeror etc.” are also prohibited from purchasing or selling etc. shares of a (listed) target company with knowledge of a “fact of a tender offer etc.” before such fact is “made public.” The act of a person who is in possession of material facts etc. providing material facts etc. (communicating information) or recommending purchase or sale etc. of securities to a third party (recommending trades) before such material facts etc. are made public for purposes of having a third party gain profits or avoid losses through causing them to purchase or sell etc. shares or other securities is also prohibited by insider trading regulations.
| 2. | Company Insiders etc. |
Under the FIEA, insider trading regulations apply if a person who falls under the category of “company insiders etc.” becomes aware of prescribed “material facts etc.” in relation to his or her duties. In other words, only the persons who have a certain relationship with the company are subject to insider trading regulations.
For “company insiders etc.,” please see the table below.
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Company insider |
① | An officer or employee of a listed company (including its parent and subsidiaries; hereinafter the same) | ||
| ② | A shareholder or similar right holder owning 3% or more of the issued shares of a listed company | |||
| ③ | A person who has statutory authority over a listed company (e.g., public official who has authority to grant licenses and approvals to the listed company) |
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| ④ | A person who has concluded, or is in negotiations to conclude, a contract with a listed company (including an officer or employee of such a person, if such a person is a corporation) |
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| ⑤ | [If ② or ④ is a corporation] Another officer or employee who belongs to the same corporation |
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Former company insider |
A person who has ceased to be a company insider within one year (only with respect to the information that the person came to know while the person was a company insider) |
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Information recipient |
A person who has received information directly from a company insider or a former company
insider [If the information recipient has received information in the course of his or her duty and belongs to a corporation] Another officer or employee who belongs to the same corporation |
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Furthermore, the following persons are also subject to the insider trading regulations.
| ① | A person who is affiliated with a tender offeror etc. (including officers and employees of the target company and a person who was affiliated with a tender offeror etc. (i.e., who has ceased to be a person who is affiliated with a tender offeror etc. within the past six months) |
| ② | An officer or employee of a listed investment corporation (J-REIT) that has issued investment securities and its asset management company and an investor investing in those investment securities and a person who has ceased to be such officer, employee or investor within the past year |
| ③ | A person who has received information from a person set forth in ① and ② above |
| 3. | Material Facts etc. |
Under the FIEA, the act of purchasing or selling etc. shares or other securities with knowledge of non-public ‘material facts’ or ‘facts of a tender offer etc.’ (collectively, “material facts etc.”) constitutes a violation of the insider trading regulations. “Material facts” include the following (note that the following is not an exhaustive list; see also the “Criteria for information that should be treated as a material fact under the insider trading regulations” in the attached “Criteria for information that should be treated as a material fact by the Disclosure Committee”).
| Item | Numeric criterion | |
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(1) Damage resulting from natural disasters or business |
• If the amount of damage is expected to account for 3% or more of net assets as of the end of the most recent fiscal year |
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(2) Business alliance (or dissolution of business alliance) |
(e.g., establishing a new joint venture)
① If the Company’s sales are expected to increase by 10% or more per year from the most recently ended fiscal year within three fiscal years
② If the new joint venture’s sales multiplied by the Company’s investment ratio are expected to account for 10% or more of the Company’s sales for the most recently ended fiscal year within three fiscal years
③ If the new joint venture’s total assets multiplied by the Company’s investment ratio as of the end of any of the three fiscal years are expected to account for 30% or more of the Company’s net assets as of the end of the most recently ended fiscal year
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(3) Solicitation of persons |
• If the total payment value is expected to be 100 million yen or more |
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(4) Information on financial results (and revised earnings forecast) |
(e.g., compared to the most recently disclosed earnings forecast) (a) Sales: increase or decrease by 10% or more (b) Ordinary income: increase or decrease by 30% or more with an increase or decrease in the greater of net assets or shareholders’ equity as of the end of the previous period by 5% or more (c) Net income: increase or decrease by 30% or more with an increase or decrease in the greater of net assets or shareholders’ equity as of the end of the previous period by 2.5% or more |
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(5) Increase or decrease of dividends |
• The amount of the dividend increases or decreases by 20% or more from the previous period (both full year and interim). |
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(6) Merger, company split, and transfer/ acquisition of business |
① If sales for the current or following fiscal year are expected to increase or decrease by 10% or more from the most recently ended fiscal year ② If total assets are expected to increase or decrease by 30% or more of net assets as of the end of the most recently ended fiscal year (excluding mergers with a wholly owned subsidiary and acquisitions of business from a wholly owned subsidiary) |
| Item | Numeric criterion | |
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(7) Share split |
• If the number of shares increased as a result of a stock split account for 10% or more |
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(8) Dissolution of a subsidiary |
① If total assets presented in the consolidated financial statements are expected to decrease by 30% or more of net assets as of the end of the most recently ended fiscal year ② Sales presented in the consolidated financial statements for the current and following fiscal years are expected to decrease by 10% or more from the most recently ended fiscal year |
| * | Please note that, in addition to the facts listed above and in Appendix, the material facts concerning the operations, business, or assets of the listed company, and which would naturally encourage or discourage an ordinary investor to purchase or sell shares or other securities of the company if the ordinary investor becomes aware of such facts, are widely considered to be “material facts” (so-called the basket clause). |
(Note) The Company will in principle determine whether a fact constitutes or does not constitute a “material facts etc.” in accordance with the FIEA as described above. However, under U.S. and UK law, there are no clear criteria for this, and determination is made on a case-by-case basis according to the abstract criteria of whether the fact has a material impact on investors’ investment decisions or whether the fact has a material impact on the price of the company’s securities in the market.
| * | It also constitutes insider trading if a person who is affiliated with a tender offeror etc. (including a person who was formerly affiliated with a tender offeror etc. and an information recipient) purchases or sells shares of a (listed) target company with knowledge of ① the fact that the target company will be subject to a tender offer and/or ② the fact that a tender offer to purchase the shares of that listed target company which are equivalent to 5% or more of the total voting rights of that company will be made (① and ② are collectively referred to as the “fact of a tender offer etc.”) before the publication of such facts. |
| 4. | Publication |
The Company deems “material facts etc.” to have been made public when 24 hours* have elapsed from any of the following times.
| ① | When a representative director or a person who has been delegated by a representative director (e.g., general manager of the Public Affairs Division) officially announces material facts etc. to at least two media outlets (e.g., general newspaper publishers and Japan Broadcasting Corporation (NHK)) |
| ② | When the Company notifies material facts etc. to the financial instruments exchanges on which it is listed (e.g., Tokyo Stock Exchange (“TSE”)), and the material facts are made public on the websites of the financial instruments exchanges via TDnet (timely disclosure network system operated by TSE) |
| ③ | When annual securities reports, semiannual securities reports, extraordinary reports and other similar reports containing the matters related to material facts etc. are submitted to the Prime Minister and made public on EDINET (electronic corporate disclosure system operated by the Financial Services Agency). |
| * | As the Company’s stock is also listed on the stock exchanges in New York and London, we place importance on ensuring that material information is fully disseminated in the overseas |
| markets, and in consideration of the time difference between the Japan market and the London and New York markets, the time of lifting the trading restrictions is set at “24 hours after each publication/announcement,” which is stricter than the rules under the FIEA*. However, when either the London Stock Exchange or the New York Stock Exchange is closed for business (e.g., holiday or trading halt), we may ask you to refrain from trading even after 24 hours have elapsed. |
* <Reference>
Under the FIEA, information is deemed to have been made public at any of the following times.
| ① | When the period of 12 hours, which is for the disclosed material facts to be made known, has elapsed since a representative director or another officer or a person who has been delegated by a representative director or another officer officially announced material facts to at least two media outlets (e.g., general newspaper publishers and Japan Broadcasting Corporation (NHK)) |
| ② | When the Company notifies material facts to the financial instruments exchanges on which it is listed (e.g., Tokyo Stock Exchange (“TSE”)), and subsequently the material facts are made public by the financial instruments exchanges using electronic or magnetic means (e.g., via TDnet) pursuant to the provisions of the Cabinet Office Order |
| ③ | When annual securities reports, semiannual securities reports, extraordinary reports and other similar reports containing the matters related to material facts are made available for public inspection (including via EDINET) |
| 5. | Shares and Other Securities |
“Shares and other securities” include the following securities.
| a. | Shares, stock acquisition rights, bonds with share options, and other similar securities listed in Japan |
| b. | Bonds with stock acquisition rights and other similar securities issued overseas by companies listed in Japan |
| c. | Unlisted share options, bonds, and other similar securities issued by companies listed in Japan |
| d. | Shares, ADSs*, bonds with stock acquisition rights, and other similar securities listed overseas |
* ADSs, or American depositary shares, are a type of shares traded primarily on the U.S. securities market. In Toyota’s case, one ADS is equivalent to 10 shares of common stock of the Company, and the purchasers of ADSs are issued ADRs, or American depositary receipts (indicating that they are beneficial owner of shares).
The securities subject to insider trading regulations also include depository receipts (DRs) that represent rights in listed shares and other securities, securities that represent options on listed shares and other securities (covered warrants), exchangeable bonds with an option to exchange the bonds for the stock of a listed company other than the issuer (EB bonds), beneficiary certificates of investment trusts that invest only in shares and other securities, and investment securities of investment corporations.
| 6. | Purchase and Sale etc. |
“Purchase and sale etc.” mean a purchase, sale, or other transfer or acquisition for value (whether in or out of a financial instruments exchange market). “Purchase and sale etc.” include not only a purchase and sale but also transactions such as exchange, payment in lieu, and contribution in kind, as long as ownership is transferred for value. In addition, securities index futures, securities options, foreign market securities futures, and securities over-the-counter derivatives transactions are also subject to insider trading regulations.
| 7. | Acts of Communicating Information and Recommending Trades to Third Parties |
The following acts are prohibited as the acts of communicating information and recommending trades to a third party, which encourage insider trading.
| ① | A “company insider etc.” |
| ② | who is in possession of non-public “material facts etc.” of a listed company, |
| ③ | for purposes of having a third party gain profits or avoid losses, |
| ④ | provides “material facts etc.” (communicating information) or recommends purchase or sale of securities to a third party (recommending trades). |
| * | Any acts that are conducted for legitimate business purposes are basically exempt from insider trading regulations as they are typically not conducted for the purpose of having a third party gain profits or avoid losses. Such exempted acts include information exchange and sharing within the company that is necessary in the course of business, investor relations (IR) activities for investors to provide information on the company’s operating and financial condition, and general recommendations to invest in the company as part of such IR activities. |
| Note that even if information is communicated in the course of legitimate business and the act is not subject to insider trading regulations, you should act carefully by, for instance, limiting the scope of communicating and sharing material facts etc. and the scope of information recipients to the minimum necessary. |
< Internal Rules Applicable to Officers >
| Ú | These rules apply to the Company’s directors, audit & supervisory board members, operating officers, executive fellows, and those who are equivalent to these members (“officers”). |
| (1) Black-out period
You must not conduct “purchase and sale etc.” of any “shares or other securities” of the Company during the period between the end of each annual/quarterly accounting period of the Company and the “publication” of the financial results (approximately five weeks from the 1st of April, July, October and January of each year, respectively).
(2) Prior consultation with Secretarial Division
If you intend to “purchase or sell etc.” “shares or other securities” of the Company or its (listed) subsidiary during the period other than the period set out in (1) above, you must consult with the Secretarial Division in advance and obtain confirmation that there are no problems before conducting such “purchase or sale etc.”
(The Secretarial Division that has received such consultation will ask the Disclosure Committee Secretariat whether there are “material facts etc.”, and the Disclosure Committee Secretariat will record the history of such inquiry and maintain record for five years from the response to such inquiry.)
If there are “material facts etc.” of the Company, even officers who are not in the possession of the “material facts etc.” must refrain from “purchasing and sell etc.” of “shares and other securities” of the Company. (However, with respect to “material facts etc.” concerning information on daily purchases during the share repurchase period, such policy of refraining from trading will not apply to the officers other than the CFO and the officer in charge of accounting.)
* Please also consult with the Secretarial Division if there are any concern with respect to the “purchase or sale etc.” of “shares or other securities” of a group company, affiliated company, business partner, or any other relevant company (e.g., you have come to know material information about such company).
(3) Duty to report trading (directors and audit & supervisory board members only)
If you have “purchased or sold etc.” “shares or other securities” of the Company, you must submit a report on such purchase or sale to the Prime Minister by the 15th day of the following month. If such “purchase or sale etc.” is conducted through a securities company, you will submit the report through such securities company.
* Even if you conducted trading outside of Japan (e.g., you purchased ADSs of the Company in the U.S.), you must report it to the Prime Minister.
(4) Policy of refraining from short-term purchasing and selling
You will refrain from selling “shares or other securities” of the Company within six months after purchasing them or from purchasing such “shares or other securities” within six months after selling them, as you may be subject to a claim for return of profits by the Company or shareholders.
(5) Prohibition of insider trading of “shares and other securities” of another company
If you have come to know a “material facts etc.” about another (listed) company, you must not “purchase or sell etc.” “shares or other securities” of that company until the “material facts etc.” is made public.
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(6) Prohibition of insider trading by co-habiting family members
If you have come to know a “material facts etc.” about the Company, its subsidiary, or another (listed) company, you must not allow your co-habiting family members to “purchase or sell etc.” “shares or other securities” of that company until the “material facts etc.” is “made public.”
(7) Rules for double hatting
If you also serve as an officer of another (listed) company and intend to “purchase or sell etc.” “shares or other securities” of that company, you will do so in accordance with the rules of that company.
(8) Trading after resignation as officer
If you have resigned as officer of the Company (or another (listed) company), you must not “purchase or sell etc.” “shares or other securities” of that company until the “material facts etc.” of that company that you came to know during your term of office is “made public”; provided, however, that this will not apply if one year has elapsed since your resignation.
(9) Registration as insider
If you have come to know a “material facts etc.” that needs to be “made public,” you will be informed that you fall under the category of insiders and the date and time of the information to be made public at the responsibility of the department in charge. You will also be registered as an insider*1 handling such “material facts etc.”*2.
The insider list will list your title, name, and registration date by type of “material facts etc.”
The insider list must be retained by the Disclosure Committee Secretariat for at least five years from the date on which it was prepared or last updated and must be submitted promptly upon request by the relevant UK authority.
*1 Officers and employees of the Company and its subsidiaries who obtains the material fact in the course of their duties, as well as those who provide services under an employment or other contract with the Company and have obtained material internal information.
*2 §2 of the Disclosure Rules and Transparency Rules (hereinafter in this Note 2, the “Rules”) of the Financial Conduct Authority (the “FCA”) requires the companies whose shares are listed on a stock exchange in the U.K. (the Company is listed on the London Stock Exchange) to prepare, retain, submit, and otherwise maintain the insider list.
[Overview of the requirements]
① An issuer must ensure that it prepares a list of insiders containing the identity of each person having access to inside information (including service providers), the reason why such person is on the insider list, and the date on which the insider list was created and updated. (Rules § 2.8.1 R and Rules § 2.8.3 R)
② An insider list must be promptly updated when there is a change in the reason why a person is already on the list, and when any person who falls under the category of insiders is added to, registered in or deleted from the insider list. (Rules § 2.8.4 R)
③ An issuer must keep the insider list (for at least five years from the date on which it is drawn up or updated, whichever is the latest). (Rules § 2.8.5 R)
④ If so requested, an issuer must provide to the FCA as soon as possible an insider list. (Rules § 2.8.2 R)
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⑤ An issuer must take the necessary measures to ensure that its employees with access to inside information and any persons who fall under the category of insiders acknowledge the legal and regulatory duties entailed and are aware of the sanctions attaching to the misuse or improper circulation of such information. (Rules § 2.8.9 R and Rules § 2.8.10 R)
* Penalties: Knowingly committed violations may be subject to sanctions or publication of the violation. (Rules § 1.5.3)
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| (Note) | The above rules will not apply to the acquisition of shares through the exercise of stock acquisition rights under a stock option agreement; provided, however, that the above rules will apply to the sale of shares actually acquired through the exercise of stock acquisition rights. |
< Internal Rules Applicable to Employees etc. >
| Ú | Employees and other workers of the Company and its subsidiaries (meaning those who are engaged in the business of the Company and its subsidiaries, regardless of whether they have any employment or contractual relationship with the Company or its subsidiaries, or regardless of their position or title. Therefore, these terms include part time employees, temporary employees, secondees and loaned employees, in addition to employees. These employees and other workers are hereinafter referred to as “employees etc.”) are also subject to insider trading regulations. Therefore, the Company has established rules for employees etc. convening the following matters and ensures that they are fully aware of them. Please note that if a supervisor/manager who is aware of a subordinate engaging in insider trading fails to take appropriate action, the supervisor/manager may be subject to the same penalties as the violator under U.S. law. |
| Ú | The Company has also required its overseas affiliated entities to have similar internal rules in accordance with the laws of the countries where they are located. |
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(1) If you have come to know a “material facts etc.” about the Company, its subsidiary or another (listed company), you must not “purchase or sell etc.” “shares or other securities” of that company until such “material facts etc.” are “made public.”
(2) If you have come to know a “material facts etc.” about the Company, its subsidiary or another (listed company), you must not share it with third parties unless that is necessary in the course of business.
(3) If a department is to handle a “material facts etc.” of the Company, its subsidiary or another (listed) company, the head (general manager) of the department will register the persons handling the “material facts etc.*” and submit an insider list to the Disclosure Committee Secretariat and will also ensure information management and the matters set out in (1) and (2) above.
* Persons handling a material fact etc.: officers and employees etc of the Company or its subsidiaries (companies stated as belonging to the corporate group of the Company in the most recent annual securities report etc. of the Company) (meaning those who are engaged in the business of the Company or its subsidiaries, regardless of whether they have any employment or contractual relationship with the Company or its subsidiaries, or regardless of their position or title. Therefore, these terms include part time employees, temporary employees, secondees and loaned employees, in addition to employees.) who have come to know a material facts etc. in the course of their duties, as well as the persons who have concluded, or are in negotiations to conclude, a contract with the Company, and who have come to know a material facts etc. in the course of concluding or negotiating the contract (e.g., business partners, business alliance partners, attorneys, certified public accountants, certified public tax accountants, and consultants)
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| (Note) | Please be aware that if an employee etc. who is subject to the Company’s Rules of Employment violates (1) or (2) above, it also constitutes a violation of the Company’s Rules of Employment. |
| Rules of Employment § 11, item (xvi) (Matters to Comply with) |
“You must not use a secret learned in the course of business to purchase or sell shares or other securities directly or indirectly during your employment or after leaving the Company, before the secret is made public.”
| Rules of Employment § 75, item (xvi) (Disciplinary Dismissal) |
“If you use a secret learned in the course of business to purchase or sell shares or other securities directly or indirectly before the secret is made public.”
(Note) The Company’s Confidentiality Management Regulation also contain a provision prohibiting insider trading.
| Confidentiality Management Regulation § 28 (2) Prohibition of Insider Trading Set Forth in the Financial Instruments and Exchange Act |
“Employees etc. who have come to know a confidential matter must not engage in insider trading set forth in the Financial Instruments and Exchange Act. The persons responsible for confidentiality management or the persons engaged in confidentiality management in the departments involved in the material facts set forth in the Financial Instruments and Exchange Act which have not been made public must take measures such as registering and managing those involved in such material fact.”
Exhibit 97.1
TOYOTA MOTOR CORPORATION
DODD-FRANK CLAWBACK POLICY
The Board of Directors (the “Board”) of TOYOTA MOTOR CORPORATION (the “Company”) has adopted this Dodd-Frank Clawback Policy (this “Policy”) in accordance with the applicable provisions of The New York Stock Exchange Listed Company Manual (the “Clawback Rules”), promulgated pursuant to the final rules adopted by the Securities and Exchange Commission enacting the clawback standards under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Executive Compensation Meeting (the “Meeting”) is designated to administer this Policy. Capitalized terms not otherwise defined in this Policy have the meanings given to them under the Clawback Rules, which are attached to this Policy as Appendix A.
Recovery of Erroneously Awarded Incentive Compensation. The Company shall comply with the Clawback Rules and reasonably promptly recover Erroneously Awarded Compensation Received by current or former Executive Officers of the Company (“Covered Individuals”) in the event the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The Meeting may determine not to not recover Erroneously Awarded Compensation pursuant to this Policy in circumstances where non-enforcement is expressly permitted by the Clawback Rules, including where recovery would violate the laws of Japan in effect before November 28, 2022.
Covered Individuals. The Meeting shall determine the Company’s Covered Individuals.
Covered Compensation. This Policy applies to the Incentive-based Compensation Received by a Covered Individual: (1) after such Covered Individual began service as an Executive Officer; (2) who served as an Executive Officer at any time during the performance period for that Incentive-based Compensation; (3) while the Company has a class of securities listed on a national securities exchange or a national securities association; and (4) during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement as described above (or during any transition period, that results from a change in the Company’s fiscal year, within or immediately following those three completed fiscal years, as determined in accordance with the Clawback Rules). Notwithstanding the foregoing, this Policy shall not apply to Incentive-based Compensation Received by a Covered Individual prior to the effective date of this Policy.
The amount of Incentive-based Compensation subject to this Policy is the Erroneously Awarded Compensation, which is the amount of Incentive-based Compensation Received by a Covered Individual that exceeds the amount of Incentive-based Compensation that otherwise would have been Received by the Covered Individual had it been determined based on the restated amount (or otherwise determined in accordance with the Clawback Rules), and will be computed without regard to any taxes paid by the Covered Individual (or withheld from the Incentive-based Compensation). The Meeting shall make all determinations regarding the amount of Erroneously Awarded Compensation.
Method of Recovery. The Meeting shall determine, in its sole discretion, the manner in which any Erroneously Awarded Compensation shall be recovered. Methods of recovery may include, but are not limited to: (1) seeking direct repayment from the Covered Individual; (2) reducing (subject to applicable law and the terms and conditions of the applicable plan, program or arrangement pursuant to which the incentive-based compensation was paid) the amount that would otherwise be payable to the Covered Individual under any compensation, bonus, incentive, equity and other benefit plan, agreement, policy or arrangement maintained by the Company or any of its affiliates; (3) cancelling any award (whether cash- or equity-based) or portion thereof previously granted to the Covered Individual; or (4) any combination of the foregoing.
No-Fault Basis. This Policy applies on a no-fault basis, and Covered Individuals will be subject to recovery under this Policy without regard to their personal culpability.
Other Company Arrangements. This Policy shall be in addition to, and not in lieu of, any other clawback, recovery or recoupment policy maintained by the Company from time to time, as well as any clawback, recovery or recoupment provision in any of the Company’s plans, awards or individual agreements (including the clawback, recovery and recoupment provisions in the Company’s equity award agreements) (collectively, “Other Company Arrangement”) and any other rights or remedies available to the Company, including termination of employment; provided, however, that there is no intention to, nor shall there be, any duplicative recoupment of the same compensation under more than one policy, plan, award or agreement. In addition, no Other Company Arrangement shall serve to restrict the scope or the recoverability of Erroneously Awarded Compensation under this Policy or in any way limit recovery in compliance with the Clawback Rules.
No Indemnification. Notwithstanding anything to the contrary set forth in any policy, arrangement, bylaws, charter, certificate of incorporation or plan of the Company or any individual agreement between a Covered Individual and the Company or any of its affiliates, no Covered Individual shall be entitled to indemnification from the Company or any of its affiliates for the amount that is or may be recovered by the Company pursuant to this Policy; provided, however, that to the extent expense advancement or reimbursement is available to a Covered Individual, this Policy shall not serve to prohibit such advancement or reimbursement.
Administration; Interpretation. The Meeting shall interpret and construe this Policy consistent with the Clawback Rules and applicable laws and regulations and shall make all determinations necessary, appropriate or advisable for the administration of this Policy. Any determinations made by the Meeting shall be final, binding and conclusive on all affected individuals. As required by the Clawback Rules, the Company shall provide public disclosures related to this Policy and any applicable recoveries of Erroneously Awarded Compensation. To the extent this Policy conflicts or is inconsistent with the Clawback Rules, the Clawback Rules shall govern. In no event is this Policy intended to be broader than, or require recoupment in addition to, that required pursuant to the Clawback Rules.
Amendment or Termination of this Policy. The Board reserves the right to amend this Policy at any time and for any reason, subject to applicable law and the Clawback Rules. To the extent that the Clawback Rules cease to be in force or cease to apply to the Company, this Policy shall also cease to be in force.
Approved and Adopted: November 29, 2023