TOYOF Toyota Motor Corp Ltd (PK)

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

Report of Foreign Private Issuer

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

the Securities Exchange Act of 1934

For the month of November, 2015

Commission File Number 001-14948

 

 

Toyota Motor Corporation

(Translation of Registrant’s Name Into English)

 

 

1, Toyota-cho, Toyota City,

Aichi Prefecture 471-8571,

Japan

(Address of Principal Executive Offices)

 

 

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

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

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

 

 

 

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Material Contained in this Report:

 

I.	Executive Summary of the Japanese-language Quarterly Securities Report, as filed with the Director of the Kanto Local Finance Bureau on November 12, 2015.

 

II.

The registrant’s Unaudited Condensed Consolidated Financial Statements for the periods ended September 30, 2015, prepared in accordance with U.S. generally accepted accounting principles, which materially conform to the Consolidated Financial Statements filed with the Japanese-language Quarterly Securities Report referred to above.

 

III.	English excerpt translation of a Report on Number of Listed Shares, as filed by the registrant with the Tokyo Stock Exchange on November 20, 2015.

 

IV.	Executive Summary of Semi-Annual Business Report for the registrant’s first half of the 112th period from April 1, 2015 through September 30, 2015, as distributed to the shareholders on November 27, 2015.

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SIGNATURES

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

 

Date: November 30, 2015

Japanese-language Quarterly Securities Reports for the periods ended September 30, 2015, as filed with the Director of the Kanto Local Finance Bureau of the Ministry of Finance of Japan on November 12, 2015, and which includes the following:

 

I.

Corporate information

 

A.

Corporate overview

 

1.

History of changes in major business indices

 

2.

Overview of business

 

B.

Business

 

1.

Risk factors

 

2.

Material contracts

 

3.

Analysis of financial position, results of operations and cash flows

 

C.

Company information

 

1.

Share information

 

2.

Directors and corporate auditors

 

D.

Financial information

 

1.

Consolidated financial statements and notes

 

2.

Other

 

II.

Information on Guarantors

Auditors Report

Certificate

 

 

TOYOTA MOTOR

CORPORATION

Unaudited Consolidated Financial Statements

For the periods ended

September 30, 2015

 

 

 

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TOYOTA MOTOR CORPORATION

Unaudited Consolidated Balance Sheets

At March 31, 2015 and September 30, 2015

 

 

		Yen in millions
		March 31, 2015				September 30, 2015
Assets
Current assets:
Cash and cash equivalents			2,284,557				2,690,851
Time deposits			149,321				728,959
Marketable securities			2,782,099				2,155,854
Trade accounts and notes receivable, less allowance for doubtful accounts			2,108,660				1,988,350
Finance receivables, net			6,269,862				5,990,369
Other receivables			420,708				421,158
Inventories			2,137,618				2,195,186
Deferred income taxes			978,179				940,538
Prepaid expenses and other current assets			805,393				1,713,842
Total current assets			17,936,397				18,825,107
Noncurrent finance receivables, net			9,202,531				9,094,362
Investments and other assets:
Marketable securities and other securities investments			7,632,126				7,415,383
Affiliated companies			2,691,460				2,559,817
Employees receivables			45,206				42,848
Other			926,391				1,025,199
Total investments and other assets			11,295,183				11,043,247
Property, plant and equipment:
Land			1,354,815				1,349,379
Buildings			4,282,839				4,312,809
Machinery and equipment			10,945,377				11,096,623
Vehicles and equipment on operating leases			5,199,986				5,550,312
Construction in progress			581,412				453,504
Total property, plant and equipment, at cost			22,364,429				22,762,627
Less – Accumulated depreciation			(13,068,710	)			(13,150,757	)
Total property, plant and equipment, net			9,295,719				9,611,870
Total assets			47,729,830				48,574,586

The accompanying notes are an integral part of these consolidated financial statements.

 

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TOYOTA MOTOR CORPORATION

Unaudited Consolidated Balance Sheets

At March 31, 2015 and September 30, 2015

 

 

		Yen in millions
		March 31, 2015				September 30, 2015
Liabilities
Current liabilities:
Short-term borrowings			5,048,188				5,206,651
Current portion of long-term debt			3,915,304				4,095,230
Accounts payable			2,410,588				2,320,678
Other payables			913,013				777,110
Accrued expenses			2,668,666				2,586,892
Income taxes payable			348,786				364,509
Other current liabilities			1,126,951				1,128,233
Total current liabilities			16,431,496				16,479,303
Long-term liabilities:
Long-term debt			10,014,395				10,200,850
Accrued pension and severance costs			880,293				870,363
Deferred income taxes			2,298,469				2,210,001
Other long-term liabilities			457,848				466,023
Total long-term liabilities			13,651,005				13,747,237
Total liabilities			30,082,501				30,226,540
Mezzanine equity
Model AA Class Shares, no par value, authorized: 0 share at March 31, 2015 and 150,000,000 shares at September 30, 2015 issued: 0 share at March 31, 2015 and 47,100,000 shares at September 30, 2015			—				477,377
Shareholders’ equity
Toyota Motor Corporation shareholders’ equity:
Common stock, no par value, authorized: 10,000,000,000 shares at March 31, 2015 and September 30, 2015 issued: 3,417,997,492 shares at March 31, 2015 and September 30, 2015			397,050				397,050
Additional paid-in capital			547,054				547,439
Retained earnings			15,591,947				16,454,247
Accumulated other comprehensive income (loss)			1,477,545				1,112,870
Treasury stock, at cost, 271,183,861 shares at March 31, 2015 and 304,236,881 shares at September 30, 2015			(1,225,465	)			(1,471,956	)
Total Toyota Motor Corporation shareholders’ equity			16,788,131				17,039,650
Noncontrolling interests			859,198				831,019
Total shareholders’ equity			17,647,329				17,870,669
Commitments and contingencies
Total liabilities, mezzanine equity and shareholders’ equity			47,729,830				48,574,586

Note: The total number of authorized shares for common stock and Model AA Class Shares is 10,000,000,000 shares.

The accompanying notes are an integral part of these consolidated financial statements.

 

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TOYOTA MOTOR CORPORATION

Unaudited Consolidated Statements of Income and

Unaudited Consolidated Statements of Comprehensive Income

For the first half ended September 30, 2015

 

Consolidated Statements of Income

 

		Yen in millions
		For the first half ended September 30, 2014				For the first half ended September 30, 2015
Net revenues:
Sales of products			12,187,394				13,162,616
Financing operations			758,203				928,872
Total net revenues			12,945,597				14,091,488
Costs and expenses:
Cost of products sold			9,925,576				10,518,787
Cost of financing operations			421,969				588,751
Selling, general and administrative			1,246,106				1,400,545
Total costs and expenses			11,593,651				12,508,083
Operating income			1,351,946				1,583,405
Other income (expense):
Interest and dividend income			73,043				83,036
Interest expense			(9,469	)			(19,658	)
Foreign exchange gain, net			64,161				36,590
Other income (loss), net			29,493				(8,222	)
Total other income (expense)			157,228				91,746
Income before income taxes and equity in earnings of affiliated companies			1,509,174				1,675,151
Provision for income taxes			493,591				516,368
Equity in earnings of affiliated companies			165,896				161,662
Net income			1,181,479				1,320,445
Less – Net income attributable to noncontrolling interests			(54,643	)			(62,333	)
Net income attributable to Toyota Motor Corporation*			1,126,836				1,258,112

 

*	Net income attributable to common shareholders for the first half ended September 30, 2015 is 1,255,652 million yen, which is derived by deducting dividend and accretion to Model AA Class Shares of 2,460 million yen from Net income attributable to Toyota Motor Corporation.

 

		Yen
Net income attributable to Toyota Motor Corporation per common share
Basic			356.08				399.39
Diluted			355.91				397.75

The accompanying notes are an integral part of these consolidated financial statements.

 

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TOYOTA MOTOR CORPORATION

Unaudited Consolidated Statements of Income and

Unaudited Consolidated Statements of Comprehensive Income

For the first half ended September 30, 2015

 

Consolidated Statements of Comprehensive Income

 

		Yen in millions
		For the first half ended September 30, 2014				For the first half ended September 30, 2015
Net income			1,181,479				1,320,445
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments			142,827				(142,295	)
Unrealized gains (losses) on securities			223,968				(252,582	)
Pension liability adjustments			862				(535	)
Total other comprehensive income (loss)			367,657				(395,412	)
Comprehensive income			1,549,136				925,033
Less – Comprehensive income attributable to noncontrolling interests			(63,948	)			(31,596	)
Comprehensive income attributable to Toyota Motor Corporation			1,485,188				893,437

The accompanying notes are an integral part of these consolidated financial statements.

 

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TOYOTA MOTOR CORPORATION

Unaudited Consolidated Statements of Income and

Unaudited Consolidated Statements of Comprehensive Income

For the second quarter ended September 30, 2015

 

 

Consolidated Statements of Income

 

		Yen in millions
		For the second quarter ended September 30, 2014				For the second quarter ended September 30, 2015
Net revenues:
Sales of products			6,163,804				6,634,883
Financing operations			391,105				468,957
Total net revenues			6,554,909				7,103,840
Costs and expenses:
Cost of products sold			5,029,490				5,269,997
Cost of financing operations			222,880				280,376
Selling, general and administrative			643,321				726,063
Total costs and expenses			5,895,691				6,276,436
Operating income			659,218				827,404
Other income (expense):
Interest and dividend income			26,560				29,710
Interest expense			(5,555	)			(15,262	)
Foreign exchange gain, net			51,176				2,402
Other income (loss), net			5,949				(14,362	)
Total other income (expense)			78,130				2,488
Income before income taxes and equity in earnings of affiliated companies			737,348				829,892
Provision for income taxes			233,618				248,411
Equity in earnings of affiliated companies			60,567				60,760
Net income			564,297				642,241
Less – Net income attributable to noncontrolling interests			(25,235	)			(30,523	)
Net income attributable to Toyota Motor Corporation*			539,062				611,718

 

*	Net income attributable to common shareholders for the second quarter ended September 30, 2015 is 609,258 million yen, which is derived by deducting dividend and accretion to Model AA Class Shares of 2,460 million yen from Net income attributable to Toyota Motor Corporation.

 

		Yen
Net income attributable to Toyota Motor Corporation per common share
Basic			170.62				193.97
Diluted			170.54				192.51

The accompanying notes are an integral part of these consolidated financial statements.

 

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TOYOTA MOTOR CORPORATION

Unaudited Consolidated Statements of Income and

Unaudited Consolidated Statements of Comprehensive Income

For the second quarter ended September 30, 2015

 

Consolidated Statements of Comprehensive Income

 

		Yen in millions
		For the second quarter ended September 30, 2014				For the second quarter ended September 30, 2015
Net income			564,297				642,241
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments			228,337				(227,562	)
Unrealized gains (losses) on securities			171,473				(330,242	)
Pension liability adjustments			411				(2,376	)
Total other comprehensive income (loss)			400,221				(560,180	)
Comprehensive income			964,518				82,061
Less – Comprehensive income attributable to noncontrolling interests			(40,713	)			3,045
Comprehensive income attributable to Toyota Motor Corporation			923,805				85,106

The accompanying notes are an integral part of these consolidated financial statements.

 

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TOYOTA MOTOR CORPORATION

Unaudited Condensed Consolidated Statements of Cash Flows

For the first half ended September 30, 2015

 

 

		Yen in millions
		For the first half ended September 30, 2014				For the first half ended September 30, 2015
Cash flows from operating activities:
Net income			1,181,479				1,320,445
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation			648,233				784,705
Provision for doubtful accounts and credit losses			30,169				43,737
Pension and severance costs, less payments			10,896				7,293
Losses on disposal of fixed assets			10,674				18,077
Unrealized losses on available-for-sale securities, net			2,479				6,197
Deferred income taxes			57,747				53,219
Equity in earnings of affiliated companies			(165,896	)			(161,662	)
Changes in operating assets and liabilities, and other			(124,475	)			(114,488	)
Net cash provided by operating activities			1,651,306				1,957,523
Cash flows from investing activities:
Additions to finance receivables			(6,457,063	)			(7,018,921	)
Collection of and proceeds from sales of finance receivables			6,022,356				6,725,564
Additions to fixed assets excluding equipment leased to others			(477,570	)			(631,430	)
Additions to equipment leased to others			(1,080,047	)			(1,422,814	)
Proceeds from sales of fixed assets excluding equipment leased to others			22,121				14,846
Proceeds from sales of equipment leased to others			366,939				537,111
Purchases of marketable securities and security investments			(1,343,269	)			(915,383	)
Proceeds from sales of and maturity of marketable securities and security investments			1,262,020				1,580,087
Changes in investments and other assets, and other			76,305				(1,025,228	)
Net cash used in investing activities			(1,608,208	)			(2,156,168	)
Cash flows from financing activities:
Proceeds from issuance of long-term debt			2,080,226				2,806,288
Payments of long-term debt			(1,283,305	)			(2,150,070	)
Increase (decrease) in short-term borrowings			(82,249	)			230,267
Proceeds from issuance of class shares			—				474,917
Dividends paid to Toyota Motor Corporation common shareholders			(316,977	)			(393,352	)
Dividends paid to noncontrolling interests			(50,483	)			(59,027	)
Reissuance (repurchase) of treasury stock			(167,955	)			(245,819	)
Net cash provided by financing activities			179,257				663,204
Effect of exchange rate changes on cash and cash equivalents			45,797				(58,265	)
Net increase in cash and cash equivalents			268,152				406,294
Cash and cash equivalents at beginning of period			2,041,170				2,284,557
Cash and cash equivalents at end of period			2,309,322				2,690,851

The accompanying notes are an integral part of these consolidated financial statements.

 

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TOYOTA MOTOR CORPORATION

Notes to Unaudited Consolidated Financial Statements

 

 

1.	Basis of preparation:

The accompanying unaudited condensed consolidated financial statements of Toyota Motor Corporation (the “parent company”) as of and for the periods ended September 30, 2015, have been prepared in accordance with U.S. generally accepted accounting principles (“U.S.GAAP”) and on substantially the same basis as its annual consolidated financial statements except for certain required disclosures which have been omitted. The unaudited condensed consolidated financial statements should be read in conjunction with the Annual Report on Form 20-F for the year ended March 31, 2015. The unaudited condensed consolidated financial statements reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the result for that period and the financial condition at that date. The consolidated results for the six-month and the three-month periods are not necessarily indicative of results to be expected for the full year.

 

2.	Accounting changes and recent pronouncements to be adopted in future periods:

Accounting changes -

In April 2014, the Financial Accounting Standards Board (“FASB”) issued updated guidance on reporting discontinued operations and disclosures of disposals of components of an entity. Under the new guidance, only disposals that represent a strategic shift and that have (or will have) a major effect on an entity’s operations and financial results should be presented as discontinued operations. The parent company and its consolidated subsidiaries (“Toyota”) adopted this guidance on April 1, 2015. The adoption of this guidance did not have a material impact on Toyota’s consolidated financial statements.

Recent pronouncements to be adopted in future periods -

In May 2014, the FASB issued updated guidance on the recognition of revenue from contracts with customers. This guidance will supersede the current revenue recognition guidance. In August 2015, the FASB issued updated guidance on the deferral of the effective date. As a result, this guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Management is evaluating the impact of adopting this guidance on Toyota’s consolidated financial statements.

In February 2015, the FASB issued updated guidance that amends the analysis a reporting entity must perform to determine whether it should consolidate certain legal entities. This guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Management is evaluating the impact of adopting this guidance on Toyota’s consolidated financial statements.

 

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TOYOTA MOTOR CORPORATION

Notes to Unaudited Consolidated Financial Statements

 

 

In April 2015, the FASB issued updated guidance that requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. In August 2015, the FASB issued an additional update which clarifies that debt issuance costs for line of credit agreements may continue to be deferred and amortized. This guidance is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Management does not expect this guidance to have a material impact on Toyota’s consolidated financial statements.

In April 2015, the FASB issued updated guidance to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement. This guidance is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Management is evaluating the impact of adopting this guidance on Toyota’s consolidated financial statements.

In July 2015, the FASB issued updated guidance to simplify the measurement of inventory. This guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Management is evaluating the impact of adopting this guidance on Toyota’s consolidated financial statements.

 

3.	Accounting procedures specific to quarterly consolidated financial statements:

Provision for income taxes -

The provision for income taxes is computed by multiplying income before income taxes and equity in earnings of affiliated companies for the first half by estimated annual effective tax rates. These estimated annual effective tax rates reflect anticipated investment tax credits, foreign tax credits and other items, including changes in valuation allowances, that are expected to affect estimated annual effective tax rates.

 

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TOYOTA MOTOR CORPORATION

Notes to Unaudited Consolidated Financial Statements

 

 

 

4.	Derivative financial instruments:

Toyota employs derivative financial instruments, including foreign exchange forward contracts, foreign currency options, interest rate swaps, interest rate currency swap agreements and interest rate options to manage its exposure to fluctuations in interest rates and foreign currency exchange rates. Toyota does not use derivatives for speculation or trading.

Fair value hedges -

Toyota enters into interest rate swaps and interest rate currency swap agreements mainly to convert its fixed-rate debt to variable-rate debt. Toyota uses interest rate swap agreements in managing interest rate risk exposure. Interest rate swap agreements are executed as either an integral part of specific debt transactions or on a portfolio basis. Toyota uses interest rate currency swap agreements to hedge exposure to currency exchange rate fluctuations on principal and interest payments for borrowings denominated in foreign currencies. Notes and loans payable issued in foreign currencies are hedged by concurrently executing interest rate currency swap agreements, which involve the exchange of foreign currency principal and interest obligations for each functional currency obligations at agreed-upon currency exchange and interest rates.

For the first half and the second quarter ended September 30, 2014 and 2015, the ineffective portion of Toyota’s fair value hedge relationships was not material. For fair value hedging relationships, the components of each derivative’s gain or loss are included in the assessment of hedge effectiveness.

Undesignated derivative financial instruments -

Toyota uses foreign exchange forward contracts, foreign currency options, interest rate swaps, interest rate currency swap agreements, and interest rate options, to manage its exposure to foreign currency exchange rate fluctuations and interest rate fluctuations from an economic perspective, and for some of which Toyota is unable to or has elected not to apply hedge accounting.

 

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TOYOTA MOTOR CORPORATION

Notes to Unaudited Consolidated Financial Statements

 

 

Fair value and gains or losses on derivative financial instruments -

The following table summarizes the fair values of derivative financial instruments as of March 31, 2015 and September 30, 2015:

 

		Yen in millions
		March 31, 2015				September 30, 2015
Derivative assets
Derivative financial instruments designated as hedging instruments
Interest rate and currency swap agreements
Prepaid expenses and other current assets			527				—
Investments and other assets - Other			2,880				2,582
Total			3,407				2,582
Undesignated derivative financial instruments
Interest rate and currency swap agreements
Prepaid expenses and other current assets			57,915				112,205
Investments and other assets - Other			242,404				311,384
Total			300,319				423,589
Foreign exchange forward and option contracts
Prepaid expenses and other current assets			35,594				39,297
Investments and other assets - Other			—				—
Total			35,594				39,297
Total derivative assets			339,320				465,468
Counterparty netting			(117,794	)			(123,757	)
Collateral received			(76,891	)			(44,144	)
Carrying value of derivative assets			144,635				297,567
Derivative liabilities
Derivative financial instruments designated as hedging instruments
Interest rate and currency swap agreements
Other current liabilities			(4,793	)			(6,506	)
Other long-term liabilities			(401	)			(447	)
Total			(5,194	)			(6,953	)
Undesignated derivative financial instruments
Interest rate and currency swap agreements
Other current liabilities			(94,801	)			(74,572	)
Other long-term liabilities			(253,428	)			(272,136	)
Total			(348,229	)			(346,708	)
Foreign exchange forward and option contracts
Other current liabilities			(7,307	)			(6,658	)
Other long-term liabilities			(1	)			—
Total			(7,308	)			(6,658	)
Total derivative liabilities			(360,731	)			(360,319	)
Counterparty netting			117,794				123,757
Collateral posted			213,937				221,188
Carrying value of derivative liabilities			(29,000	)			(15,374	)

 

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TOYOTA MOTOR CORPORATION

Notes to Unaudited Consolidated Financial Statements

 

 

The following table summarizes the notional amounts of derivative financial instruments as of March 31, 2015 and September 30, 2015:

 

		Yen in millions
		March 31, 2015				September 30, 2015
		Designated derivative financial instruments		Undesignated derivative financial instruments		Designated derivative financial instruments		Undesignated derivative financial instruments
Interest rate and currency swap agreements		85,561		18,634,479		62,619		19,015,145
Foreign exchange forward and option contracts		—		2,625,106		—		2,650,766
Total		85,561		21,259,585		62,619		21,665,911

The following table summarizes the gains and losses on derivative financial instruments and hedged items reported in the consolidated statements of income for the first half and the second quarter ended September 30, 2014 and 2015:

 

		Yen in millions
		For the first half ended September 30, 2014				For the first half ended September 30, 2015
		Gains or (losses) on derivative financial instruments		Gains or (losses) on hedged items		Gains or (losses) on derivative financial instruments		Gains or (losses) on hedged items
Derivative financial instruments designated as hedging instruments
Interest rate and currency swap agreements
Cost of financing operations		(7,483)		7,542		(2,137)		2,122
Undesignated derivative financial instruments
Interest rate and currency swap agreements
Cost of financing operations		(25,904)				110,932
Foreign exchange gain (loss), net		2,209				13,646
Foreign exchange forward and option contracts
Cost of financing operations		5,828				6,930
Foreign exchange gain (loss), net		6,009				33,493

 

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TOYOTA MOTOR CORPORATION

Notes to Unaudited Consolidated Financial Statements

 

 

		Yen in millions
		For the second quarter ended September 30, 2014								For the second quarter ended September 30, 2015
		Gains or (losses) on derivative financial instruments				Gains or (losses) on hedged items				Gains or (losses) on derivative financial instruments				Gains or (losses) on hedged items
Derivative financial instruments designated as hedging instruments
Interest rate and currency swap agreements
Cost of financing operations			(7,088	)			7,099				(304	)			314
Undesignated derivative financial instruments
Interest rate and currency swap agreements
Cost of financing operations			(47,080	)							115,862
Foreign exchange gain (loss), net			1,090								10,411
Foreign exchange forward and option contracts
Cost of financing operations			11,105								11,869
Foreign exchange gain (loss), net			(18,810	)							36,987

Undesignated derivative financial instruments are used to manage economic risks of fluctuations in foreign currency exchange rates and interest rates of certain receivables and payables. Those economic risks are offset by changes in the fair value of undesignated derivative financial instruments.

Cash flows from transactions of derivative financial instruments are included in cash flows from operating activities in the consolidated statements of cash flows.

Credit risk related contingent features -

Toyota enters into International Swaps and Derivatives Association Master Agreements with counterparties. These Master Agreements contain a provision requiring either Toyota or the counterparty to settle the contract or to post assets to the other party in the event of a ratings downgrade below a specified threshold.

The aggregate fair value amount of derivative financial instruments that contain credit risk related contingent features that are in a net liability position after being offset by cash collateral as of September 30, 2015 is ¥8,993 million. The aggregate fair value amount of assets that are already posted as cash collateral as of September 30, 2015 is ¥191,456 million. If the ratings of Toyota decline below specified thresholds, the maximum amount of assets to be posted or for which Toyota could be required to settle the contracts is ¥8,993 million as of September 30, 2015.

 

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TOYOTA MOTOR CORPORATION

Notes to Unaudited Consolidated Financial Statements

 

 

5.	Contingencies:

Guarantees -

Toyota enters into contracts with Toyota dealers to guarantee customers’ payments of their installment payables that arise from installment contracts between customers and Toyota dealers, as and when requested by Toyota dealers. Toyota is required to execute its guarantee primarily when customers are unable to make required payments. The maximum potential amount of future payments as of September 30, 2015 is ¥2,261,447 million. Liabilities for guarantees totaling ¥6,021 million have been provided as of September 30, 2015. Under these guarantee contracts, Toyota is entitled to recover any amount paid by Toyota from the customers whose original obligations Toyota has guaranteed.

Legal proceedings -

From time-to-time, Toyota issues vehicle recalls and takes other safety measures including safety campaigns relating to its vehicles. Since 2009, Toyota issued safety campaigns related to the risk of floor mat entrapment of accelerator pedals and vehicle recalls related to slow-to-return or sticky accelerator pedals. In March 2014, Toyota entered into a Deferred Prosecution Agreement (“DPA”) to resolve an investigation by the U.S. Attorney for the Southern District of New York related to unintended acceleration in certain of its vehicles. The DPA provides for an independent monitor to review and assess policies and procedures relating to Toyota’s safety communications process, its process for sharing vehicle accident information internally and its process for preparing and sharing certain technical reports.

In 2010, there was a recall related to the software program that controls the antilock braking system in certain models, including the Prius, which led to putative class action lawsuits on behalf of owners of recalled vehicles and owners of vehicles which were not recalled. The United States District Court for the Central District of California denied the plaintiffs’ motions for class certification and granted summary judgment in Toyota’s favor denying the plaintiffs’ claims related to both the recalled vehicles and the non-recalled vehicles. Proceedings involving the recalled vehicles have concluded; the appeals of the granting of summary judgment and the denial of class certification of the claims for the non-recalled vehicles are still pending.

Personal injury and wrongful death claims involving allegations of unintended acceleration are pending in several consolidated proceedings in federal and state courts, as well as in individual cases in various other states. The judges in the consolidated federal action and the consolidated California state action have approved an Intensive Settlement Process (“ISP”) for such claims in those actions. Under the ISP, all individual claims within the consolidated actions are stayed pending completion of a process to assess whether they can be resolved on terms acceptable to the parties. Cases not resolved after completion of the ISP will then proceed to discovery and toward trial. Toyota has offered the ISP process to plaintiffs in other consolidated actions and in individual cases, as well.

 

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TOYOTA MOTOR CORPORATION

Notes to Unaudited Consolidated Financial Statements

 

 

Toyota has been named as a defendant in 27 economic loss class action lawsuits, which, together with similar lawsuits against Takata and other automakers, have been made part of a multi-district litigation (“MDL”) proceeding in the United States District Court for the Southern District of Florida, arising out of allegations that airbag inflators manufactured by Takata are defective. These lawsuits are at a very early stage.

Toyota also has various other pending legal actions and claims, including without limitation personal injury and wrongful death lawsuits and claims in the United States, and is subject to government investigations from-time-to-time.

Beyond the amounts accrued with respect to all aforementioned matters, Toyota is unable to estimate a range of reasonably possible loss, if any, for the pending legal matters because (i) many of the proceedings are in evidence gathering stages, (ii) significant factual issues need to be resolved, (iii) the legal theory or nature of the claims is unclear, (iv) the outcome of future motions or appeals is unknown and/or (v) the outcomes of other matters of these types vary widely and do not appear sufficiently similar to offer meaningful guidance. Based upon information currently available to Toyota, however, Toyota believes that its losses from these matters, if any, beyond the amounts accrued, would not have a material adverse effect on Toyota’s financial position, results of operations or cash flows.

 

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TOYOTA MOTOR CORPORATION

Notes to Unaudited Consolidated Financial Statements

 

 

6.	Segment data:

The operating segments reported below are the segments of Toyota for which separate financial information is available and for which operating income/loss amounts are evaluated regularly by executive management in deciding how to allocate resources and in assessing performance.

The major portions of Toyota’s operations on a worldwide basis are derived from the Automotive and Financial Services business segments. The Automotive segment designs, manufactures and distributes sedans, minivans, compact cars, sport-utility vehicles, trucks and related parts and accessories. The Financial Services segment consists primarily of financing, and vehicle and equipment leasing operations to assist in the merchandising of the parent company and its affiliated companies products as well as other products. The All Other segment includes the design, manufacturing and sales of housing, telecommunications and other businesses.

The following tables present certain information regarding Toyota’s industry or geographic segments and overseas revenues by destination for the first half and the second quarter ended September 30, 2014 and 2015.

Segment operating results -

For the first half ended September 30, 2014:

 

		Yen in millions
		Automotive				Financial Services				All Other				Inter-segment Elimination				Consolidated
Net revenues
Sales to external customers			11,919,067				758,203				268,327				—				12,945,597
Inter-segment sales and transfers			28,199				19,171				286,904				(334,274	)			—
Total			11,947,266				777,374				555,231				(334,274	)			12,945,597
Operating expenses			10,806,994				592,859				526,823				(333,025	)			11,593,651
Operating income			1,140,272				184,515				28,408				(1,249	)			1,351,946
For the first half ended September 30, 2015:
		Yen in millions
		Automotive				Financial Services				All Other				Inter-segment Elimination				Consolidated
Net revenues
Sales to external customers			12,856,840				928,872				305,776				—				14,091,488
Inter-segment sales and transfers			26,091				21,109				245,772				(292,972	)			—
Total			12,882,931				949,981				551,548				(292,972	)			14,091,488
Operating expenses			11,491,577				784,138				524,313				(291,945	)			12,508,083
Operating income			1,391,354				165,843				27,235				(1,027	)			1,583,405

 

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TOYOTA MOTOR CORPORATION

Notes to Unaudited Consolidated Financial Statements

 

 

For the second quarter ended September 30, 2014:
		Yen in millions
		Automotive				Financial Services				All Other				Inter-segment Elimination				Consolidated
Net revenues
Sales to external customers			6,018,997				391,105				144,807				—				6,554,909
Inter-segment sales and transfers			13,602				8,841				152,108				(174,551	)			—
Total			6,032,599				399,946				296,915				(174,551	)			6,554,909
Operating expenses			5,479,079				313,644				279,306				(176,338	)			5,895,691
Operating income			553,520				86,302				17,609				1,787				659,218
For the second quarter ended September 30, 2015:
		Yen in millions
		Automotive				Financial Services				All Other				Inter-segment Elimination				Consolidated
Net revenues
Sales to external customers			6,458,452				468,957				176,431				—				7,103,840
Inter-segment sales and transfers			13,089				10,722				118,168				(141,979	)			—
Total			6,471,541				479,679				294,599				(141,979	)			7,103,840
Operating expenses			5,757,750				384,009				279,647				(144,970	)			6,276,436
Operating income			713,791				95,670				14,952				2,991				827,404

 

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TOYOTA MOTOR CORPORATION

Notes to Unaudited Consolidated Financial Statements

 

 

Geographic information -

For the first half ended September 30, 2014:

 

		Yen in millions
		Japan				North America				Europe				Asia				Other				Inter-segment Elimination				Consolidated
Net revenues
Sales to external customers			3,969,582				4,377,124				1,300,200				2,185,524				1,113,167				—			12,945,597
Inter-segment sales and transfers			2,881,231				122,627				65,674				197,093				92,863				(3,359,488	)		—
Total			6,850,813				4,499,751				1,365,874				2,382,617				1,206,030				(3,359,488	)		12,945,597
Operating expenses			6,132,046				4,187,084				1,332,670				2,169,697				1,128,074				(3,355,920	)		11,593,651
Operating income			718,767				312,667				33,204				212,920				77,956				(3,568	)		1,351,946
For the first half ended September 30, 2015:
		Yen in millions
		Japan				North America				Europe				Asia				Other				Inter-segment Elimination				Consolidated
Net revenues
Sales to external customers			4,149,579				5,416,766				1,244,296				2,204,258				1,076,589				—			14,091,488
Inter-segment sales and transfers			3,072,596				114,026				65,017				236,834				108,233				(3,596,706	)		—
Total			7,222,175				5,530,792				1,309,313				2,441,092				1,184,822				(3,596,706	)		14,091,488
Operating expenses			6,263,942				5,255,398				1,279,062				2,196,962				1,117,928				(3,605,209	)		12,508,083
Operating income			958,233				275,394				30,251				244,130				66,894				8,503			1,583,405
“Other” consists of Central and South America, Oceania, Africa and the Middle East.

 

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TOYOTA MOTOR CORPORATION

Notes to Unaudited Consolidated Financial Statements

 

 

For the second quarter ended September 30, 2014:
		Yen in millions
		Japan				North America				Europe				Asia				Other				Inter-segment Elimination				Consolidated
Net revenues
Sales to external customers			2,061,111				2,180,798				678,830				1,071,480				562,690				—			6,554,909
Inter-segment sales and transfers			1,493,171				59,830				36,386				113,709				51,382				(1,754,478	)		—
Total			3,554,282				2,240,628				715,216				1,185,189				614,072				(1,754,478	)		6,554,909
Operating expenses			3,201,478				2,093,497				692,880				1,082,655				570,167				(1,744,986	)		5,895,691
Operating income			352,804				147,131				22,336				102,534				43,905				(9,492	)		659,218
For the second quarter ended September 30, 2015:
		Yen in millions
		Japan				North America				Europe				Asia				Other				Inter-segment Elimination				Consolidated
Net revenues
Sales to external customers			2,142,419				2,635,474				636,733				1,160,467				528,747				—			7,103,840
Inter-segment sales and transfers			1,577,794				54,873				28,556				137,648				59,800				(1,858,671	)		—
Total			3,720,213				2,690,347				665,289				1,298,115				588,547				(1,858,671	)		7,103,840
Operating expenses			3,237,834				2,541,813				642,897				1,154,082				559,681				(1,859,871	)		6,276,436
Operating income			482,379				148,534				22,392				144,033				28,866				1,200			827,404

“Other” consists of Central and South America, Oceania, Africa and the Middle East.

Revenues are attributed to geographies based on the country location of the parent company or the subsidiary that transacted the sale with the external customer.

Transfers between industry or geographic segments are made at amounts which Toyota’s management believes approximate arm’s-length transactions. In measuring the reportable segments’ income or losses, operating income consists of revenue less operating expenses.

 

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TOYOTA MOTOR CORPORATION

Notes to Unaudited Consolidated Financial Statements

 

 

Overseas revenues by destination -

The following information shows revenues that are attributed to countries based on location of customers, excluding customers in Japan. In addition to the disclosure requirements under U.S.GAAP, Toyota discloses this information in order to provide financial statements users with valuable information.

For the first half ended September 30, 2014:

 

		Yen in millions
		North America				Europe				Asia				Other				Total
Overseas sales			4,358,599				1,227,979				2,054,895				2,413,068				10,054,541
Consolidated sales			—				—				—				—				12,945,597
Ratio of overseas sales to consolidated sales			33.7	%			9.5	%			15.9	%			18.6	%			77.7	%

For the first half ended September 30, 2015:

		Yen in millions
		North America				Europe				Asia				Other				Total
Overseas sales			5,394,689				1,138,140				2,063,518				2,472,122				11,068,469
Consolidated sales			—				—				—				—				14,091,488
Ratio of overseas sales to consolidated sales			38.3	%			8.1	%			14.6	%			17.5	%			78.5	%

For the second quarter ended September 30, 2014:

		Yen in millions
		North America				Europe				Asia				Other				Total
Overseas sales			2,174,670				637,247				1,008,144				1,237,826				5,057,887
Consolidated sales			—				—				—				—				6,554,909
Ratio of overseas sales to consolidated sales			33.2	%			9.7	%			15.4	%			18.9	%			77.2	%

For the second quarter ended September 30, 2015:

		Yen in millions
		North America				Europe				Asia				Other				Total
Overseas sales			2,623,311				582,153				1,021,745				1,301,260				5,528,469
Consolidated sales			—				—				—				—				7,103,840
Ratio of overseas sales to consolidated sales			36.9	%			8.2	%			14.4	%			18.3	%			77.8	%

“Other” consists of Central and South America, Oceania, Africa and the Middle East, etc.

 

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TOYOTA MOTOR CORPORATION

Notes to Unaudited Consolidated Financial Statements

 

 

7.	Per share amounts:

Reconciliations of the differences between basic and diluted net income attributable to Toyota Motor Corporation per common share for the first half and the second quarter ended September 30, 2014 and 2015 are as follows:

 

		Yen in millions				Thousands of shares				Yen
		Net income attributable to Toyota Motor Corporation				Weighted- average common shares				Net income attributable to Toyota Motor Corporation per common share
For the first half ended September 30, 2014
Basic net income attributable to Toyota Motor Corporation per common share			1,126,836				3,164,551				356.08
Effect of dilutive securities
Assumed exercise of dilutive stock options			(25	)			1,469
Diluted net income attributable to Toyota Motor Corporation per common share			1,126,811				3,166,020				355.91
For the first half ended September 30, 2015
Net income attributable to Toyota Motor Corporation			1,258,112
Accretion to Mezzanine equity			(1,235	)
Dividends to Toyota Motor Corporation Model AA Class Shareholders			(1,225	)
Basic net income attributable to Toyota Motor Corporation per common share			1,255,652				3,143,912				399.39
Effect of dilutive securities
Model AA Class Shares			2,460				17,759
Assumed exercise of dilutive stock options			(16	)			1,384
Diluted net income attributable to Toyota Motor Corporation per common share			1,258,096				3,163,055				397.75
For the second quarter ended September 30, 2014
Basic net income attributable to Toyota Motor Corporation per common share			539,062				3,159,374				170.62
Effect of dilutive securities
Assumed exercise of dilutive stock options			(11	)			1,538
Diluted net income attributable to Toyota Motor Corporation per common share			539,051				3,160,912				170.54
For the second quarter ended September 30, 2015
Net income attributable to Toyota Motor Corporation			611,718
Accretion to Mezzanine equity			(1,235	)
Dividends to Toyota Motor Corporation Model AA Class Shareholders			(1,225	)
Basic net income attributable to Toyota Motor Corporation per common share			609,258				3,140,962				193.97
Effect of dilutive securities
Model AA Class Shares			2,460				35,325
Assumed exercise of dilutive stock options			(6	)			1,244
Diluted net income attributable to Toyota Motor Corporation per common share			611,712				3,177,531				192.51

 

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TOYOTA MOTOR CORPORATION

Notes to Unaudited Consolidated Financial Statements

 

 

Stock options that were not included in the computation of diluted net income attributable to Toyota Motor Corporation per common share for the first half and the second quarter ended September 30, 2014 were 1,276 thousand shares, because the options’ exercise prices were greater than the average market price per common share during the period. There were no stock options that were not included in the computation of diluted net income attributable to Toyota Motor Corporation per common share for the first half and the second quarter ended September 30, 2015.

On June 16, 2015, at the Ordinary General Shareholders’ Meeting, the shareholders of the parent company approved to distribute year-end cash dividends of ¥393,352 million, ¥125 per common share, to common shareholders effective on June 17, 2015. On November 5, 2015, the Board of Directors of the parent company resolved to distribute interim cash dividends of ¥311,376 million, ¥100 per common share, to common shareholders effective on November 27, 2015.

 

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TOYOTA MOTOR CORPORATION

Notes to Unaudited Consolidated Financial Statements

 

 

 

8.	Fair value measurements:

In accordance with U.S.GAAP, Toyota classifies fair value into three levels of input as follows which are used to measure it.

 

The following table summarizes the fair values of the assets and liabilities measured at fair value on a recurring basis as of March 31, 2015 and September 30, 2015. Transfers between levels of the fair value are recognized at the end of their respective reporting periods:

 

		Yen in millions
		March 31, 2015
		Level 1				Level 2				Level 3				Total
Assets
Cash equivalents			145,923				348,487				—				494,410
Marketable securities and other securities investments
Public and corporate bonds			6,129,824				1,038,810				12,317				7,180,951
Common stocks			2,704,814				—				—				2,704,814
Other			61,538				369,184				—				430,722
Derivative financial instruments			—				338,310				1,010				339,320
Total			9,042,099				2,094,791				13,327				11,150,217
Liabilities
Derivative financial instruments			—				(360,731	)			—				(360,731	)
Total			—				(360,731	)			—				(360,731	)

 

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TOYOTA MOTOR CORPORATION

Notes to Unaudited Consolidated Financial Statements

 

 

		Yen in millions
		September 30, 2015
		Level 1				Level 2				Level 3				Total
Assets
Cash equivalents			202,611				689,289				—				891,900
Time deposits			—				600,000				—				600,000
Marketable securities and other securities investments
Public and corporate bonds			5,466,705				1,155,014				10,815				6,632,534
Common stocks			2,504,060				—				—				2,504,060
Other			101,590				236,233				—				337,823
Derivative financial instruments			—				464,071				1,397				465,468
Total			8,274,966				3,144,607				12,212				11,431,785
Liabilities
Derivative financial instruments			—				(360,083	)			(236	)			(360,319	)
Total			—				(360,083	)			(236	)			(360,319	)

The following is description of the assets and liabilities measured at fair value, information about the valuation techniques used to measure fair value, key inputs and significant assumptions:

Cash equivalents and time deposits -

Cash equivalents include money market funds and other investments with original maturities of three months or less. Cash equivalents classified in Level 2 include negotiable certificates of deposit with original maturities of three months or less. These are measured at fair value using primarily observable interest rates in the market. Time deposits consist of negotiable certificates of deposit with original maturities over three months. These are measured at fair value using primarily observable interest rates in the market.

Marketable securities and other securities investments -

Marketable securities and other securities investments include public and corporate bonds, common stocks and other investments. Public and corporate bonds include government bonds and represent 43% of Japanese bonds, and 57% of U.S., European and other bonds as of March 31, 2015, and 38% of Japanese bonds, and 62% of U.S., European and other bonds as of September 30, 2015. Listed stocks on the Japanese stock markets represent 88% and 91% of common stocks as of March 31, 2015 and September 30, 2015, respectively. Toyota uses primarily quoted market prices for identical assets to measure fair value of these securities. “Other” includes investment trusts. Generally, Toyota uses quoted market prices for similar assets or quoted non-active market prices for identical assets to measure fair value of these securities. These assets are classified in Level 2.

 

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TOYOTA MOTOR CORPORATION

Notes to Unaudited Consolidated Financial Statements

 

 

Derivative financial instruments -

See note 4 to the consolidated financial statements about derivative financial instruments. Toyota primarily estimates the fair value of derivative financial instruments using industry-standard valuation models that require observable inputs including interest rates and foreign exchange rates, and the contractual terms. The usage of these models does not require significant judgment to be applied. These derivative financial instruments are classified in Level 2. In other certain cases when market data is not available, key inputs to the fair value measurement include quotes from counterparties and other market data. Toyota assesses the reasonableness of changes of the quotes using observable market data. These derivative financial instruments are classified in Level 3. Toyota’s derivative fair value measurements consider assumptions about counterparty and Toyota’s own non-performance risk, using such as credit default probabilities.

The changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the first half and second quarter ended September 30, 2014 and 2015 were not material.

Certain assets and liabilities are measured at fair value on a nonrecurring basis. The assets and liabilities measured at fair value on a nonrecurring basis for the first half and second quarter ended September 30, 2014 and 2015 were not material.

 

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TOYOTA MOTOR CORPORATION

Notes to Unaudited Consolidated Financial Statements

 

 

 

9.	Accumulated other comprehensive income:

Changes in accumulated other comprehensive income (loss) are as follows:

 

		Yen in millions
		Foreign currency translation adjustments				Unrealized gains (losses) on securities				Pension liability adjustments				Accumulated other comprehensive income (loss)
For the first half ended September 30, 2014
Balance at March 31, 2014			(516,538	)			1,160,563				(115,864	)			528,161
Other comprehensive income (loss) before reclassifications			142,827				235,781				(167	)			378,441
Reclassifications			—				(11,813	)			1,029				(10,784	)
Other comprehensive income (loss), net of tax			142,827				223,968				862				367,657
Less – Other comprehensive income attributable to noncontrolling interests			(6,712	)			(2,968	)			375				(9,305	)
Balance at September 30, 2014			(380,423	)			1,381,563				(114,627	)			886,513
For the first half ended September 30, 2015
Balance at March 31, 2015			(136,090	)			1,727,565				(113,930	)			1,477,545
Other comprehensive income (loss) before reclassifications			(142,295	)			(242,828	)			(3,160	)			(388,283	)
Reclassifications			—				(9,754	)			2,625				(7,129	)
Other comprehensive income (loss), net of tax			(142,295	)			(252,582	)			(535	)			(395,412	)
Less – Other comprehensive income attributable to noncontrolling interests			25,047				5,248				442				30,737
Balance at September 30, 2015			(253,338	)			1,480,231				(114,023	)			1,112,870

 

 

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TOYOTA MOTOR CORPORATION

Notes to Unaudited Consolidated Financial Statements

 

 

Reclassifications consist of the following:

 

		Yen in millions
		For the first half ended September 30, 2014				For the first half ended September 30, 2015				Affected line items in the consolidated statements of income
Unrealized gains (losses) on securities:
			(4,519	)			1,221			Financing operations
			(5,400	)			(13,966	)		Foreign exchange gain, net
			(9,127	)			(1,440	)		Other income, net
			(19,046	)			(14,185	)		Income before income taxes and equity in earnings of affiliated companies
			7,232				4,431			Provision for income taxes
			1				(0	)		Equity in earnings of affiliated companies
			(11,813	)			(9,754	)		Net income
Pension liability adjustments:
Recognized net actuarial loss			3,932				6,325			*1
Amortization of prior service costs			(2,386	)			(2,114	)		*1
			1,546				4,211			Income before income taxes and equity in earnings of affiliated companies
			(517	)			(1,586	)		Provision for income taxes
			1,029				2,625			Net income
Total reclassifications, net of tax			(10,784	)			(7,129	)

Amounts of reclassifications in parentheses indicate gains in the consolidated statements of income.

 

*1:	These components are included in the computation of net periodic pension cost.

 

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TOYOTA MOTOR CORPORATION

Notes to Unaudited Consolidated Financial Statements

 

 

 

10.	Class Shares:

Toyota Motor Corporation (“TMC”) issued First Series Model AA Class Shares (the “Model AA Class Shares”) on July 24, 2015. Presented below is additional information regarding the Model AA Class Shares:

 

The Model AA Class Shares will not be treated as shareholders’ equity because the shareholders of the Model AA Class Shares will have cash put options and hence, the Model AA Class Shares will be reported as mezzanine equity, a separate line item between liabilities and shareholders’ equity.

The difference between the issuance amount and initial carrying amount of the mezzanine equity is adjusted for accretion of the mezzanine equity over a period of time from the issuance date until the Class Shares can first be redeemed.

 

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TOYOTA MOTOR CORPORATION

Notes to Unaudited Consolidated Financial Statements

 

 

 

11.	Significant subsequent events:

Repurchase of shares -

At the Meeting of the Board of Directors held on November 5, 2015, TMC resolved to repurchase its common shares pursuant to Article 156 of the Companies Act of Japan (the “Companies Act”) as applied to Article 165, Paragraph 3 of the Companies Act, as set forth below.

Reason for repurchasing shares

To return capital to shareholders in addition to promoting capital efficiency and agile capital policy in view of the business environment.

Details of matters relating to repurchase

 

Kind of stock to be repurchased		Common stock of TMC
Number of shares to be repurchased		23,000,000 shares (maximum)
Total purchase price for repurchase of shares		¥150,000 million (maximum)
Method of acquisition		Purchase in the market
Period of repurchase		From February 1, 2016 to March 31, 2016

Retirement of treasury stock -

At the Meeting of the Board of Directors held on November 5, 2015, TMC resolved to retire its treasury stock pursuant to Article 178 of the Companies Act.

Reason for retiring treasury stock

To relieve concerns regarding the dilution of TMC’s share value due to disposition of treasury stock in the future.

Details of matters relating to retirement

 

Kind of stock to be retired		Common stock of TMC
Number of shares to be retired		80,000,000 shares
Scheduled date of retirement		November 30, 2015

 

30

 

 

(Excerpt Translation)

November 20, 2015

Toyota Motor Corporation

1, Toyota-cho, Toyota City, Aichi Prefecture

Report on Number of Listed Shares

We hereby report changes in the number of listed securities, as a result of the exercise of stock acquisition rights, etc. in October 2015 (the “Current Month”).

 

1.

Summary

 

Number of listed shares as of the end of the preceding month			3,417,997,492 shares
Total number of shares changed during the Current Month			0 shares
(out of which, as a result of exercise of stock acquisition rights)			(0 shares	)
(out of which, as a result of other reasons)			(0 shares	)
Number of listed shares as of the end of the Current Month			3,417,997,492 shares

 

2.	Stock acquisition rights exercised

<Details of shares delivered (issued or transferred) upon exercise of stock acquisition rights>

 

(1)	Number of shares

 

 

(2)	Exercise price

 

The Japanese-language Semi-Annual Business Report (for the registrant’s first half of the 112th period from April 1, 2015 through September 30, 2015), consisting of 8 pages (including cover pages), as distributed to the shareholders on November 27, 2015.

This report includes the following:

 

I.

Message to shareholders from President Akio Toyoda, including a brief discussion of the operating summary for the first half of the period and the management strategy.

 

II.

Topics section of the registrant’s business activities during the first half of the period.

 

III.

Special presentation on 2016 Prius.

 

IV.

Social contribution activities.

 

V.

Summary of the financial results, including vehicle sales, statements of income and balance sheets, as well as graphic financial information.

 

VI.

Shareholder information.

 

VI.

Information on the shareholder registrar, website and other information.