SECURITIES AND EXCHANGE COMMISSION FORM 20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Filing Date: 2021-06-24 | Period of Report: 2021-03-31 SEC Accession No. 0001193125-21-197902 (HTML Version on secdatabase.com) FILER TOYOTA MOTOR CORP/ Mailing Address Business Address TOYOTA MOTOR SALES 1 TOYOTA CHO TOYOTA CIK:1094517| IRS No.: 000000000 | State of Incorp.:M0 | Fiscal Year End: 0331 USA INC CITY Type: 20-F | Act: 34 | File No.: 001-14948 | Film No.: 211040557 6565 HEADQUARTERS AICHI PREFECTURE SIC: 3711 Motor vehicles & passenger car bodies DRIVE W1-3A 471-8571 PLANO TX 75024 JAPAN M0 00000 81-565-28-2121 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents As filed with the U.S. Securities and Exchange Commission on June 24, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-14948 TOYOTA JIDOSHA KABUSHIKI KAISHA (Exact name of registrant as specified in its charter) TOYOTA MOTOR CORPORATION (Translation of registrants name into English) Japan (Jurisdiction of incorporation or organization) 1 Toyota-cho, Toyota City Aichi Prefecture 471-8571 Japan +81 565 28-2121 (Address of principal executive offices) Hiroyuki Suzuki Telephone number: +81 565 28-2121 Facsimile number: +81 565 23-5800 Address: 1 Toyota-cho, Toyota City, Aichi Prefecture 471-8571, Japan (Name, telephone, e-mail and/or facsimile number and address of registrants contact person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered American Depositary Shares* TM The New York Stock Exchange Common Stock** * American Depositary Receipts evidence American Depositary Shares, each American Depositary Share representing two shares of the registrants 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. Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report: 2,795,948,660 shares of common stock (including 54,467,360 shares of common stock in the form of American Depositary Shares) and 22,712,994 First Series Model AA class shares as of March 31, 2021 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☒ No ☐ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934: Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files): Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of large accelerated filer, accelerated filer, and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Emerging growth company ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐ 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. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐ If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒ Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 ITEM 3. KEY INFORMATION 1 3.A SELECTED FINANCIAL DATA 1 3.B CAPITALIZATION AND INDEBTEDNESS 3 3.C REASONS FOR THE OFFER AND USE OF PROCEEDS 4 3.D RISK FACTORS 4 ITEM 4. INFORMATION ON THE COMPANY 8 4.A HISTORY AND DEVELOPMENT OF THE COMPANY 8 4.B BUSINESS OVERVIEW 8 4.C ORGANIZATIONAL STRUCTURE 55 4.D PROPERTY, PLANTS AND EQUIPMENT 56 ITEM 4A. UNRESOLVED STAFF COMMENTS 57 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 57 5.A OPERATING RESULTS 57 5.B LIQUIDITY AND CAPITAL RESOURCES 72 5.C RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES 74 5.D TREND INFORMATION 77 5.E OFF-BALANCE SHEET ARRANGEMENTS 77 5.F TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS 78 5.G SAFE HARBOR 78 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 79 6.A DIRECTORS AND SENIOR MANAGEMENT 79 6.B COMPENSATION 86 6.C BOARD PRACTICES 89 6.D EMPLOYEES 91 6.E SHARE OWNERSHIP 91 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 92 7.A MAJOR SHAREHOLDERS 92 7.B RELATED PARTY TRANSACTIONS 94 7.C INTERESTS OF EXPERTS AND COUNSEL 94 ITEM 8. FINANCIAL INFORMATION 94 8.A CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION 94 8.B SIGNIFICANT CHANGES 95 ITEM 9. THE OFFER AND LISTING 95 9.A LISTING DETAILS 95 9.B PLAN OF DISTRIBUTION 95 9.C MARKETS 95 9.D SELLING SHAREHOLDERS 95 9.E DILUTION 95 9.F EXPENSES OF THE ISSUE 95 ITEM 10. ADDITIONAL INFORMATION 95 10.A SHARE CAPITAL 95 10.B MEMORANDUM AND ARTICLES OF ASSOCIATION 96 10.C MATERIAL CONTRACTS 102 10.D EXCHANGE CONTROLS 102 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents 10.E TAXATION 106 10.F DIVIDENDS AND PAYING AGENTS 112 10.G STATEMENT BY EXPERTS 112 10.H DOCUMENTS ON DISPLAY 112 10.I SUBSIDIARY INFORMATION 113 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 113 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 113 12.A DEBT SECURITIES 113 12.B WARRANTS AND RIGHTS 113 12.C OTHER SECURITIES 113 12.D AMERICAN DEPOSITARY SHARES 114 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 115 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 115 ITEM 15. CONTROLS AND PROCEDURES 115 ITEM 16. [RESERVED] 116 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 116 ITEM 16B. CODE OF ETHICS 116 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 117 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 118 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 118 ITEM 16F. CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT 119 ITEM 16G. CORPORATE GOVERNANCE 119 ITEM 16H. MINE SAFETY DISCLOSURE 122 ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 122 ITEM 17. FINANCIAL STATEMENTS 123 ITEM 18. FINANCIAL STATEMENTS 123 ITEM 19. EXHIBITS 124 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents As used in this annual report, the term fiscal preceding a year means the twelve-month period ended March 31 of the year referred to. All other references to years refer to the applicable calendar year, unless the context otherwise requires. As used herein, the term Toyota refers to Toyota Motor Corporation and its consolidated subsidiaries as a group, unless the context otherwise indicates.