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 March, 2020

Commission File Number 001-14948

 

 

Toyota Motor Corporation

(Translation of Registrant’s Name Into English)

 

 

1, Toyota-cho, Toyota City,

Aichi Prefecture 471-8571,

Japan

(Address of Principal Executive Offices)

 

 

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

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

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

 

 

 


Material Contained in this Report:

 

I.

English translation of the notice concerning execution of memorandum of understanding concerning a business and capital alliance between NTT Corporation and Toyota Motor Corporation, as filed by the registrant with the Tokyo Stock Exchange on March 24, 2020.

 

II.

English translation of the notice concerning disposition of treasury stock by way of third-party allotment, as filed by the registrant with the Tokyo Stock Exchange on March 24, 2020.


SIGNATURES

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

 

Toyota Motor Corporation
By:           /s/    Kaname Shimizu
Name:   Kaname Shimizu
Title:   General Manager,
  Accounting Division

Date: March 24, 2020

notice concerning new business and capital alliance with NTT

[Reference Translation]

March 24, 2020

To Whom It May Concern

Toyota Motor Corporation

NTT Corporation

Notice of Execution of Memorandum of Understanding Concerning a Business and Capital Alliance

between NTT Corporation and Toyota Motor Corporation

Toyota Motor Corporation (“Toyota”) and NTT Corporation (“NTT”) announce that they entered into a memorandum of understanding concerning a business and capital alliance (the “Alliance”) upon approving a resolution at meetings of their respective Board of Directors today. The purpose of the memorandum of understanding is to build a long-term and continuous cooperative relationship that enables the commercialization of smart city businesses, with each company being a core partner to share the same values and promote social development, with the aim of realizing smart cities, which continue to evolve in accordance with the needs of residents.

 

1.

Purpose of the Alliance and Business Overview

In the automotive market, the automotive industry itself is undergoing a major transformation due to the complex combination of diversifying market needs, tightening environmental and safety regulations, the sophistication of advanced technologies, entrance by other industries, and the diversification of the mobility business, etc.

Meanwhile, in the telecommunications market, the use of various digital services is advancing due to the rapid development of cloud services, IoT, big data, AI, etc. Digital transformation (Note 1), which can make better-directed innovation a reality by analyzing and utilizing the data accumulated through the use of these services, is advancing worldwide.

As stated in the “Toyota and NTT Agree to Collaborate on ICT (Note 2) Platform R&D for Connected Cars (Note 3)—Collaboration seeks to establish technologies for the creation of a Smart Mobility Society” announced on March 27, 2017, the two companies have been collaborating in the connected car field. However, in response to these changes in the business environment, the two companies believe that it is necessary not only to seek to further strengthen the business foundations that they have been cultivating to date, but also, by further building the cooperative relations between them, to engage in the creation of new value that enables sustainable growth.

In particular, the two companies have initiated activities related to smart cities, which can solve various issues by improving the efficiency and sophistication of functions and services in cities and regions through the utilization of advanced technologies and create new value, including comfort and convenience, and which they view as being an important area of focus in the future.

On January 7, 2020 (local time: January 6, 2020), Toyota announced the outline of a project to build a prototype city connecting all kinds of goods and services that support people’s lives, at CES 2020 held in Las Vegas, Nevada, U.S.A. The project will use the soon-to-be former site of the Higashi Fuji Plant of Toyota Motor East Japan, Inc. (in Susono City, Shizuoka Prefecture), which is scheduled to close at the end of 2020, to move verification initiatives forward in coordination with various partner companies and researchers toward the creation of a new city. Toyota named this city “Woven City” and is promoting efforts to make smart cities a reality.

 

1


Meanwhile, the NTT Group(NTT and its affiliates; hereinafter the same shall apply) is collaborating with Fukuoka, Sapporo, Yokohama, Chiba and other local governments as well as companies to solve various city and community issues. Under the smart city initiative in Las Vegas, announced in December 2018, various collected data becomes the property of Las Vegas City, and by utilizing the most advanced AI, IoT, and ICT resource management technologies, the city is able to quickly detect, analyze, and predict incidents and accidents, and to optimally manage ICT resources, and the NTT Group is promoting initiatives for deployment of such practices in other cities. In addition, in July 2019, the NTT Group established NTT Urban Solutions, Inc., which promotes smart urban development by utilizing ICT technologies in the utilization of NTT-owned real estate. Furthermore, in June 2019, the NTT Group established NTT Anode Energy Corporation, which promotes business in the smart energy (Note 4) field, which is an important component of smart cities. Through these projects, the NTT Group is promoting initiatives to realize smart cities by making the most of the assets of the NTT Group.

Amid these efforts, in order to maximize the impact of issue-solving and the addition of value enabled by transforming cities into smart cities and to improve regional and national strength, Toyota and NTT came to the conclusion that it is necessary not only for each company to engage in its own projects but also for both companies to work closely in jointly building and operating the “Smart City Platform” (details of which can be found below) as a core foundation for realizing smart cities and introducing it in various cities in Japan and worldwide. Therefore, the two companies have decided to enter into a business and capital alliance.

The two companies will jointly build for smart cities the “Smart City Platform” that will offer value to all domains, from people, cars and houses, to everyday life, business, infrastructure and public services related to residents, businesses, local governments, etc. As a precedent model, it will first be implemented in the Higashi-Fuji area of Susono City, Shizuoka Prefecture (Woven City) and in the Shinagawa area in Minato-ku, Tokyo (a part of the NTT block in front of Shinagawa Station), and will then be introduced to other cities in succession.

In the future, Toyota and NTT will aim for further growth through the enhancement of the competitiveness of smart cities and the development of a sustainable society.

 

  (Note 1):

Realising accumulation of various data and utilization of data in management, and creating new business models and transforming existing businesses, by using ICT tools

 

  (Note 2):

Information and Communication Technology

 

  (Note 3):

Cars connected online that can exchange information. They can receive various services and can also function as social sensors.

 

  (Note 4):

Improving energy efficiency, taking measures against global warming and utilizing renewable energy technologies, improving disaster resistance (resilience), and optimally managing local energies supply and demand, by utilizing ICT.

Smart City Platform Overview

 

   

As a secure base for providing value to residents, businesses, local governments, etc., the Smart City Platform is to consist of smart-city data management and information distribution (Note 5), a digital twin based on such data (urban development simulation) (Note 6), and peripheral functions (Note 7).

 

   

It is also to consist of a “platform of platforms” as a platform for individual smart cities and as a platform for linking with other smart city platforms.

 

  (Note 5):

Functions for conducting data collection, accumulation, processing, analysis, and visualization, and for serving as interfaces for use of services, etc.

 

  (Note 6):

Functions for reproducing actual cities in a virtual space in real time and providing feedback of the trial results, etc.

 

  (Note 7):

Functions of networks, linking with various devices and hardware, and linking with various services, other systems, and other platforms, etc.

 

2


2.

Overview of Investment in the Alliance

Toyota and NTT, as partners that share the same values and aim to develop society, will acquire each other’s shares in accordance with the memorandum of understanding and as described below, in order to establish a long-term and continuous cooperative relationship that enables the commercialization of smart city businesses, and in order to raise funds to research and develop, plan, design, construct, and implement the “Smart City Platform” and jointly promote the operation of smart cities, which continue to evolve in accordance with the needs of residents.

Toyota shall hold 80,775,400shares of NTT’s common stock (with the percentage to the total number of issued shares being roughly 2.07% and the total amount of shares acquired being valued at roughly two hundred billion yen) by way of the disposition of NTT treasury stock through the third party allotment of shares conducted by NTT.

Furthermore, NTT shall hold 29,730,900 shares of Toyota’s common stock (with the percentage to the total number of issued shares being roughly 0.90% and the total amount of shares acquired being valued at roughly two hundred billion yen) by way of the disposition of Toyota treasury stock through the third party allotment of shares conducted by Toyota. (For details of the third party allotment of NTT to Toyota and of Toyota to NTT, please refer to the “Notice Concerning Disposal of Treasury Stock by Way of Third-Party Allotment” announced today by NTT and the “Notice Concerning Disposition of Treasury Stock by Way of Third-party Allotment” announced today by Toyota.)

 

3.

Schedule

 

1)

  

Date of execution of the memorandum of understanding

  

Tuesday, March 24, 2020

2)

  

Share acquisition date (payment date)

  

Thursday, April 9, 2020

 

4.

Future Outlook

Toyota and NTT understand that the Alliance will not have a material impact on the consolidated accounts of both companies for the foreseeable future.

End

 

3

notice concerning disposition of treasury stock

[Reference Translation]

March 24, 2020

To Whom It May Concern

 

  Company Name:   

Toyota Motor Corporation

  Name and Title of Representative:   

Akio Toyoda, President

  (Code Number: 7203 First Section of Tokyo Stock Exchange and Nagoya Stock Exchange)
  Name and Title of Contact Person:   

Kaname Shimizu,

General Manager,

Accounting Division

 

(Telephone Number: 0565-28-2121)

Notice Concerning Disposition of Treasury Stock by Way of Third-party Allotment

In relation to the execution of the memorandum of understanding concerning the business and capital alliance (the “Alliance”) with NTT Corporation (“NTT”), Toyota Motor Corporation (“Toyota”) resolved at a meeting of the board of directors held on March 24, 2020 the terms of the disposition of treasury stock (the “Disposition of Treasury Stock”) by way of third-party allotment to NTT as follows.

 

1.

Outline of disposition

 

(1)   Date of disposition

   April 9, 2020

(2)   Number of shares to be disposed

   29,730,900 shares of common stock

(3)   Disposition price

   JPY 6,727 per share

(4)   Total disposition price

   JPY 199,999,764,300

(5)   Method of disposition or allotment (proposed subscriber)

   All of the shares will be allotted to NTT by way of third-party allotment.

(6)   Other

   The items above are conditioned on the securities registration statement to be filed pursuant to the Financial Instruments and Exchange Act becoming effective.

 

2.

Purpose and reason for disposition

Toyota and NTT believe that the business alliance will help improve their corporate value and determined that they need a capital alliance in the form of cross shareholdings to develop and strengthen their long-term partnership (For details, see the release “Notice of Execution of Memorandum of Understanding Concerning a Business and Capital Alliance between NTT Corporation and Toyota Motor Corporation” jointly disclosed by Toyota and NTT today).

The Disposition of Treasury Stock will be carried out as part of the Alliance. Specifically, Toyota will dispose of shares of treasury stock by way of a third-party allotment, through which NTT will acquire 29,730,900 shares of Toyota common stock (0.90% (rounding to two decimal place, hereinafter the same in this paragraph) of the total issued shares, totaling 200 billion yen (rounding to one hundred million yen hereinafter the same in this paragraph). At the same time, NTT will dispose of shares of treasury stock by way of a third-party allotment, through which Toyota will acquire 80,775,400 shares of common stock of NTT (2.07% of the total issued shares, totaling 200 billion yen).

 

1


3.

Amount of proceeds, use of proceeds and expected timing thereof

 

(1)

Amount of proceeds

(unit: yen)

(1)   Total amount to be paid in

   199,999,764,300

(2)   Estimated amount of expenses relating to the issuance

   10,000,000

(3)   Estimated net proceeds

   199,989,764,300

 

(Note)   

1.  Estimated amount of expenses relating to the issuance does not include consumption tax, etc.

 

2.  Estimated amount of expenses relating to the issuance is expected to consist mainly of costs for preparing a securities registration statement and other documents.

 

(2)

Specific use of proceeds

As stated in the “Notice of Execution of Memorandum of Understanding Concerning a Business and Capital Alliance between NTT Corporation and Toyota Motor Corporation,” the proceeds from the Disposition of Treasury Stock will be appropriated for the research and development, planning, design, construction and implementation of the “Smart City Platform” under the Alliance; taking a lead in the operations of the Smart City Platform jointly by Toyota and NTT; and jointly promoting the operation of smart cities, which continue to evolve in accordance with the needs of residents. Specifically, Toyota intends to use JPY 50 billion for the redevelopment project for the Higashi-Fuji Area in Susono City, Shizuoka Prefecture (Woven City), which is scheduled to start in the fiscal year ended March 2022 as a model case for smart city and then the redevelopment project for the Shinagawa Area in Minato-ku, Tokyo (a part of the NTT block in front of Shinagawa Station). Toyota also intends to use the remaining amount by around the mid-2030s for the subsequent and sequential redevelopment projects and the general research and development related to the Smart City Platform that will support such projects. Toyota will keep the proceeds in its bank account, etc. until Toyota actually uses such proceeds.

 

4.

Reasonableness of use of proceeds

Toyota believes that using the proceeds from the Disposition of Treasury Stock for the use described in “3. Amount of proceeds, use of proceeds and expected timing thereof—(2) Specific use of proceeds” above will enable Toyota to proceed with the construction and operations of the “Smart City Platform” jointly with NTT and it will help improve the corporate value of Toyota. Toyota therefore believes that the use of the proceeds from the Disposition of Treasury Stock is reasonable.

 

5.

Reasonableness of terms of disposition, etc.

 

(1)

Basis of calculation of the amount to be paid in and specific details of the amount

The disposition price per share has been fixed at 6,727 yen (rounding to the nearest whole yen, hereinafter the same in this paragraph), which is the simple average of the closing prices of shares of Toyota’s common stock on the Tokyo Stock Exchange, Inc. (“TSE”) for the one-month period (February 25, 2020 through March 23, 2020) ending on the business day immediately prior to the date of resolution by the board of directors on the Disposition of Treasury Stock.

The reason Toyota has selected the average closing price of Toyota’s common stock for the most recent one month is that Toyota believes (i) that using a leveled value, namely the average share price over a specified recent period, rather than using a share price at a certain point of time, enables it to eliminate temporary share price fluctuations and other special factors and (ii) that, given the recent substantial downward trend in the stock market since late February 2020 in the face of concern over the spread of the new coronavirus infectious disease etc., and that Toyota’s stock price shows similar movement, the selection of the average closing price for the most recent one month, which accurately reflects such stock price trend compared with that for the most recent two or six months, is more appropriate.

 

2


The disposition price is also in compliance with the “Guidelines Concerning Treatment of Capital Increase by Allotment to a Third Party” issued by Japan Securities Dealers Association (JSDA). The disposition price represents a premium of 8.25% (rounding to two decimal place, hereinafter the same in this paragraph) to 6,172 yen, the closing price of common stock of Toyota on the TSE as of March 23, 2020, the business day immediately prior to the date of resolution by the board of directors on the Disposition of Treasury Stock, a discount of 9.89% to 7,392 yen, the average closing price for the three-month period through the business day immediately preceding such resolution date, and a discount of 11.25% to 7,484 yen, the average closing price for the six-month period through the business day immediately preceding such resolution date.

In addition, all of the six audit & supervisory board members (including three outside members of the audit & supervisory board), who attended the meeting of the board of directors at which the Disposition of Treasury Stock was resolved, have expressed that the grounds for the calculation of the disposition price is reasonable, is in compliance with the “Guidelines Concerning Treatment of Capital Increase by Allotment to a Third Party” issued by the JSDA, does not constitute a favorable issuance, and is therefore lawful.

 

(2)

Basis of decision that the number of shares to be disposed and extent of dilution of shares is reasonable

The number of shares subject to the Disposition of Treasury Stock is 29,730,900 shares (297,309 voting rights) and the aggregate number of shares subject to the Disposition of Treasury Stock and the disposition of treasury stock by way of third-party allotment to Toyota Housing Corporation, as stated in “10. Results of operations and status of equity finance for the last three years—(4) Status of equity finance over the last three years—(ii) Disposition of treasury stock by way of third-party allotment” below is 33,000,400 shares (330,004 voting rights) (the number of shares subject to the disposition of treasury stock by way of third-party allotment to Toyota Housing Corporation was 3,269,500 shares (32,695 voting rights)), which is equivalent to 1.00% of the total number of issued shares of Toyota (3,310,097,492 shares) as of December 31, 2019 (1.17% (rounding to two decimal place) of the 28,272,309 total voting rights as of September 30, 2019). Accordingly, the Disposition of Treasury Stock will cause a certain degree of dilution.

However, since the Disposition of Treasury Stock will be carried out as part of the Alliance, Toyota believes that the Disposition of Treasury Stock will help improve its corporate value and that the number of shares to be disposed of and the extent of share dilution are reasonable.

 

6.

Reason and related information for selection of proposed subscriber

 

(1)

Outline of proposed subscriber

(As of December 31, 2019)

(1)   Name

  Nippon Telegraph and Telephone Corporation

(2)   Address

  5-1, Otemachi 1-chome, Chiyoda-ku, Tokyo, Japan

(3)   Name and title of representative

  Jun Sawada, President & CEO

(4)   Description of business

  Determination of management strategy of NTT Group and promotion of basic research and development

(5)   Stated capital

  JPY 937,950 million

(6)   Date of establishment

  April 1, 1985

(7)   Number of shares issued and outstanding (As of February 7, 2020)

  3,900,788,940 shares

(8)   Fiscal year-end

  March 31

(9)   Number of employees
(As of March 31, 2019)

  303,351 (on a consolidated basis)

(10)  Main business partners

 

(11)  Main banks

 

 

3


(12)  Major shareholders and shareholding ratio

   The Minister of Finance      34.69
   The Master Trust Bank of Japan, Ltd. (Trust Account)      4.82
   Japan Trustee Service Bank, Ltd. (Trust Account)      4.17
   Japan Trustee Services Bank, Ltd. (Trust account 9)      1.57
   Japan Trustee Services Bank, Ltd. (Trust account 5)      1.46
  

JP Morgan Chase Bank 385632

(standing proxy: Mizuho Bank, Ltd.)

     1.11
   Japan Trustee Services Bank, Ltd. (Trust account 7)      1.02
  

Moxley & Co. LLC

(standing proxy: MUFG Bank, Ltd.)

     0.99
   Japan Trustee Services Bank, Ltd. (Trust account 1)      0.96
  

JP Morgan Chase Bank 380055

(standing proxy: Mizuho Bank, Ltd.)

     0.90

(13)  Relationship between the parties

   Capital relationship    Not applicable

 

   Personnel relationship    Not applicable

 

   Business relationship    Toyota has an alliance with NTT in order to develop, verify and standardize technologies in the field of connected cars.

 

   Applicability as related party    Not applicable

 

(14)  Consolidated operating results and financial condition for the last three years (International Financial Reporting Standards) (unit: millions of yen, except as noted otherwise)

   

 

Fiscal year   

Fiscal year ended

March 2017

    

Fiscal year ended

March 2018

    

Fiscal year ended

March 2019

 

Shareholders’ equity

     —          9,050,358        9,264,913  

Total assets

     —          21,541,444        22,295,146  

Shareholders’ equity per share (in yen)

     —          4,591.58        4,832.03  

Operating revenues

     —          11,782,148        11,879,842  

Operating profit

     —          1,641,086        1,693,833  

Profit before taxes

     —          1,740,479        1,671,861  

Profit attributable to NTT

     —          897,887        854,561  

Basic earnings per share attributable to NTT (in yen)

     —          449.86        440.25  

Dividends per share (in yen)

     120.00        150.00        180.00  

Consolidated operating results and financial condition for the last three years (U.S. GAAP) (unit: millions of yen, except as noted otherwise)

 

 

Fiscal year   

Fiscal year ended

March 2017

    

Fiscal year ended

March 2018

    

Fiscal year ended

March 2019

 

Shareholders’ equity

     9,052,479        9,485,981        —    

Total assets

     21,250,325        21,675,770        —    

Shareholders’ equity per share (in yen)

     4,491.73        4,812.59        —    

Operating revenues

     11,391,016        11,799,587        —    

Operating profit

     1,539,789        1,642,843        —    

Income before income taxes and equity in earnings (losses) of affiliated companies

     1,527,769        1,755,624        —    

Net income attributable to NTT

     800,129        909,695        —    

Basic earnings per share attributable to NTT (in yen)

     390.94        455.78        —    

Dividends per share (in yen)

     120.00        150.00        180.00  

 

4


(Note)

NTT, the proposed subscriber, is listed on the TSE and submitted the Corporate Governance Report to the TSE on June 26, 2019. Toyota has confirmed NTT’s basic views on eliminating anti-social forces and the preparation toward such elimination in the section of the Report dealing with matters related to the internal control system. Based on the confirmation, Toyota has concluded that NTT and its officers have no connection with anti-social forces.

(Note)

NTT, the proposed subscriber, adopted generally accepted accounting principles in the U.S. (the “U.S. GAAP”) until the fiscal year ended March 2018 and applied the International Financial Reporting Standards (the “IFRS”) from the fiscal year ended March 2019. NTT prepared its consolidated financial statements for the fiscal year ended March 2018 in accordance with the IFRS as well as the U.S. GAAP.

 

(2)

Reason for selecting the proposed subscriber

See “2. Purpose and reason for disposition” above.

 

(3)

Proposed subscriber’s shareholding policy

Toyota has orally confirmed with NTT that NTT intends to hold over the long term the common stock of Toyota that it will acquire through the Disposition of Treasury Stock.

Toyota plans to obtain a written acknowledgement from NTT that (i) if all or some of the disposed shares are transferred within two years after the date of payment, the names and addresses of the transferees, number of shares transferred, date of transfer, transfer price, reason for transfer and method of transfer, etc. will be immediately reported to Toyota in writing, (ii) Toyota will report the details of such report to the TSE and (iii) the details of such report will be made publicly available.

 

(4)

Details regarding existence of assets necessary for the payment by the proposed subscriber

Toyota has confirmed that NTT, as the proposed subscriber to the shares being disposed, has necessary cash and deposits for the payment pertaining to the Disposition of Treasury Stock, based on the status of cash and deposits set forth in the balance sheet and other financial conditions disclosed in NTT’s quarterly report for the third quarter of the 35th fiscal year (filed on February 7, 2020).

 

7.

Major shareholders and shareholding ratio after the disposition

 

Before the disposition (as of September 30, 2019)      After the disposition  

Japan Trustee Services Bank, Ltd.

     11.38    Japan Trustee Services Bank, Ltd.      11.38

Toyota Industries Corporation

     7.20    Toyota Industries Corporation      7.20

The Master Trust Bank of Japan, Ltd.

     5.73    The Master Trust Bank of Japan, Ltd.      5.73

Nippon Life Insurance Company

     3.36    Nippon Life Insurance Company      3.36

JPMorgan Chase Bank, N.A.

(Standing proxy: Settlement & Clearing Services Division, Mizuho Bank, Ltd.)

     3.20   

JPMorgan Chase Bank, N.A.

(Standing proxy: Settlement & Clearing Services Division, Mizuho Bank, Ltd.)

     3.20

DENSO CORPORATION

     2.72    DENSO CORPORATION      2.72

State Street Bank & Trust Company

(Standing proxy: Settlement & Clearing Services Division, Mizuho Bank, Ltd.)

     2.47   

State Street Bank & Trust Company

(Standing proxy: Settlement & Clearing Services Division, Mizuho Bank, Ltd.)

     2.47

Trust & Custody Services Bank, Ltd.

     1.73    Trust & Custody Services Bank, Ltd.      1.73

Mitsui Sumitomo Insurance Co., Ltd.

     1.72    Mitsui Sumitomo Insurance Co., Ltd.      1.72

Tokio Marine & Nichido Fire Insurance Co., Ltd.

     1.54    Tokio Marine & Nichido Fire Insurance Co., Ltd.      1.54

 

(Note)

The major shareholders are based on the shareholders’ register as of September 30, 2019, and the shareholding ratio represents the ratio to the total number of issued shares.

 

5


8.

Future prospect

Toyota expects that the Disposition of Treasury Stock will not have a material impact on its consolidated accounts for the foreseeable future.

 

9.

Matters related to the procedures under the corporate code of conduct

Since (1) the dilution ratio is less than 25% and (2) there is no change to a controlling shareholder (even if all of the stock acquisition rights and put options are exercised, no change to a controlling shareholder is expected), there is no need to obtain an opinion from an independent third party, or to follow the procedures for confirming the intent of shareholders, pursuant to Article 432 of the Securities Listing Regulations established by the TSE.

 

10.

Results of operations and status of equity finance for the last three years

 

(1)

Results of operations for the last three years (consolidated)

(unit: millions of yen, except as noted otherwise)

    

Fiscal year ended

March 2017

    

Fiscal year ended

March 2018

    

Fiscal year ended

March 2019

 

Net revenues

        27,597,193           29,379,510           30,225,681  

Income before income taxes and equity in earnings of affiliated companies

        2,193,825           2,620,429           2,285,465  

Net income attributable to Toyota

        1,831,109           2,493,983           1,882,873  

Basic Net income attributable to Toyota per shares of common stock (in yen)

        605.47           842.00           650.55  

Dividends per share (in yen)

    
Shares of
Common Stock
 
 
     210       
Shares of
Common Stock
 
 
     220       
Shares of
Common Stock
 
 
     220  
    

First Series
Model AA
Class Share
 
 
 
     105       

First Series
Model AA
Class Share
 
 
 
     158       

First Series
Model AA
Class Share
 
 
 
     211  

Shareholders’ equity per share (in yen)

        5,887.88           6,438.65           6,830.92  

 

(Note 1)

“Ordinary income” is omitted because its corresponding item does not exist in the U.S. GAAP, according to which the consolidated financial results of Toyota are prepared.

(Note 2)

“Shareholders’ equity per share” is stated because an item corresponding to “consolidated net assets per share” does not exist in the U.S. GAAP, according to which the consolidated financial results of Toyota are prepared.

(Note 3)

“Dividends per share” refers to dividends pertaining to shares of common stock and dividends pertaining to first series model AA class shares.

 

6


(2)

Number of issued shares and number of dilutive shares at present (as of December 31, 2019)

 

     Number of shares (shares)      Ratio to the issued shares (%)  

Number of issued shares

   Shares of
Common Stock:
     3,262,997,492        100.0  
   Model AA
Class Shares:
     47,100,000     
   Total:      3,310,097,492     

Number of dilutive shares based on the conversion price (exercise price) at present

   —          —    

Number of dilutive shares based on the minimum conversion price (exercise price)

   —          —    

Number of dilutive shares based on the maximum conversion price (exercise price)

   —          —    

 

(3)

Recent share price

 

  (i)

Status over the last 3 years

(unit: yen)

    

Fiscal year ended

March 2017

    

Fiscal year ended

March 2018

    

Fiscal year ended

March 2019

 

Opening price

     5,930        6,087        6,833  

High price

     7,215        7,806        7,686  

Low price

     4,917        5,670        6,045  

Closing price

     6,042        6,825        6,487  

 

(Note)

The share prices are based on the price on the first section of the TSE.

 

  (ii)

Status over the last six-months

(unit: yen)

    

2019

October

     November      December     

2020

January

     February      March
(Note)
 

Opening price

     7,245        7,460        7,701        7,599        7,557        6,941  

High price

     7,554        7,949        7,854        7,894        8,026        7,348  

Low price

     6,951        7,458        7,626        7,530        7,004        5,771  

Closing price

     7,542        7,638        7,714        7,652        7,127        6,172  

 

(Note)

The share prices for March 2020 are those until March 23, 2020.

 

  (iii)

Share price as of the business day immediately before the date of resolution of the Disposition of Treasury Stock

(unit: yen)

     March 23, 2020  

Opening price

     6,195  

High price

     6,279  

Low price

     6,139  

Closing price

     6,172  

 

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(4)

Status of equity finance over the last three years

 

(i)

Disposition of treasury stock by way of third-party allotment

 

Date of disposition    October 2, 2017

Amount of proceeds

   JPY 49,999,305,700 (estimated net proceeds)

Disposition price

   JPY 6,029 per share   

Number of issued shares at the time of the disposition

  

Shares of Common Stock

Model AA Class Shares

Total

  

3,262,997,492 shares

47,100,000 share

3,310,097,492 shares

Number of disposed shares

   Shares of Common Stock    8,293,300 shares

Number of issued shares after the disposition

  

Shares of Common Stock

Model AA Class Shares

Total

  

3,262,997,492 shares

47,100,000 share

3,310,097,492 shares

Subscriber

   Mazda Motor Corporation   

Initial use of proceeds at the time of the disposition

   The amount of proceeds was applied towards the capital expenditures relating to the establishment of a joint venture company to produce finished cars in the U.S.

Expected timing of expenditure at the time of the
disposition

   Fiscal year ended March 2018 through fiscal year ending March 2021 (scheduled)

Current application status

   A portion of the proceeds has been applied as initially planned. The remaining amount is scheduled to be applied by the above-expected timing of expenditure for the above use of proceeds.

(ii)  Disposition of treasury stock by way of third-party allotment

 

Date of disposition    November 29, 2019

Amount of proceeds

   JPY 24,180,222,000 (estimated net proceeds)

Disposition price

   JPY 7,396 per share

Number of issued shares at the time of the disposition

  

Shares of Common Stock

Model AA Class Shares

Total

  

3,262,997,492 shares

47,100,000 share

3,310,097,492 shares

Number of disposed shares

   Shares of Common Stock    3,269,500 shares

Number of issued shares after the disposition

  

Shares of Common Stock

Model AA Class Shares

Total

  

3,262,997,492 shares

47,100,000 share

3,310,097,492 shares

Subscriber

   Toyota Housing Corporation

Initial use of proceeds at the time of the disposition

   In connection with the share exchange where Toyota Housing Corporation became the wholly owning parent company as a result thereof and Misawa Homes Co., Ltd., which was its then consolidated subsidiary, became the wholly owned subsidiary as a result thereof and where the consideration in the share exchange consisted of shares of Toyota’s common stock, the disposition of treasury stock was conducted in order for such wholly owning parent company to acquire the necessary consideration for the share exchange not for the financing purposes of Toyota. The above-described amount of 24,180,222,000 yen in estimated net proceeds was used to cover a part of the cash reserve that decreased with the payment for the shares of common stock issued and disposed by way of third-party allotment, which was conducted by Toyota Housing Corporation towards Toyota as the allottee.

Expected timing of expenditure at the time of the
disposition

   November 29, 2019

Current application status

   The proceeds have been applied as initially planned.

 

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11.

Summary of disposition

 

(1)   Class and number of shares

   29,730,900 shares of common stock

(2)   Disposition price

   JPY 6,727 per share

(3)   Total disposition price

   JPY 199,999,764,300

(4)   Method of disposition or allotment

   Disposition of treasury stock by way of third-party allotment

(5)   Proposed subscriber

   NTT

(6)   Disposition date

   April 9, 2020

(7)   The items above are conditioned on the securities registration statement to be filed pursuant to the Financial Instruments and Exchange Act becoming effective.

End

 

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