6-K

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 August, 2017

Commission File Number 001-14948

Toyota Motor Corporation

(Translation of Registrant’s Name Into English)

1, Toyota-cho, Toyota City,

Aichi Prefecture 471-8571,

Japan

(Address of Principal Executive Offices)

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

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

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

Material Contained in this Report:

I. English translations of the original Japanese-language documents, as filed with the Tokyo Stock Exchange on August 4 2017, with respect to the registrant’s results of operations for the first quarter of FY2018, ended June 30, 2017.

(1) FY2018 First Quarter Financial Summary

II. English translation of the Notice Concerning the Strengthening of the Continued Collaborative Relationship between Toyota Motor Corporation and Mazda Motor Corporation and the Execution of a Memorandum of Understanding Concerning a Business and Capital Alliance, as filed by the registrant with the Tokyo Stock Exchange on August 4, 2017.

III. 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 August 4, 2017.

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/     Kenta Kon
	Name:	Kenta Kon
	Title:	General Manager of
		Accounting Division

Date: August 4, 2017

EX-99.1

FINANCIAL SUMMARY

(All financial information has been prepared in accordance with U.S. generally accepted accounting principles)

FY2018 First Quarter

(April 1, 2017 through June 30, 2017)

English translation from the original Japanese-language document

TOYOTA MOTOR CORPORATION

            FY2018 First Quarter Consolidated Financial Results

(All financial information has been prepared in accordance with U.S. generally accepted accounting principles)

English translation from the original Japanese-language document

August 4, 2017

Company name	:	Toyota Motor Corporation
Stock exchanges on which the shares are listed	:	Tokyo, Nagoya, Sapporo and Fukuoka Stock Exchanges in Japan
Code number	:	7203
URL Representative	: :	http://www.toyota.co.jp Akio Toyoda, President
Contact person	:	Kenta Kon, General Manager, Accounting Division Tel. (0565)28-2121
Filing date of quarterly securities report	:	August 10, 2017
Payment date of cash dividends	:	—
Supplemental materials prepared for quarterly financial results	:	yes
Earnings announcement for quarterly financial results	:	yes

(Amounts are rounded to the nearest million yen)

1. Consolidated Results for FY2018 First Quarter (April 1, 2017 through June 30, 2017)

(1) Consolidated financial results (For the three months ended June 30)

	(% of change from previous first quarter)
	Net revenues				Operating income				Income before income taxes and equity in earnings  of affiliated companies				Net income attributable  to Toyota Motor Corporation
	Million yen		%		Million yen		%		Million yen		%		Million yen		%
FY2018 first quarter		7,047,606		7.0		574,294		-10.6		679,348		0.3		613,056		11.0
FY2017 first quarter		6,589,113		-5.7		642,230		-15.0		677,056		-19.9		552,465		-14.5

(Note)    Comprehensive income: FY2018 first quarter 708,604 million yen ( — %), FY2017 first quarter -139,479 million yen ( — %)

	Net income attributable to Toyota Motor Corporation  per common share – Basic		Net income attributable to Toyota Motor Corporation  per common share – Diluted
	Yen		Yen
FY2018 first quarter		205.05		202.84
FY2017 first quarter		181.12		179.11

(2) Consolidated financial position

	Total assets		Mezzanine equity and Shareholders’ equity		Toyota Motor  Corporation shareholders’ equity		Ratio of Toyota  Motor Corporation shareholders’ equity
	Million yen		Million yen		Million yen		%
FY2018 first quarter		49,456,031		19,023,803		17,874,283		36.1
FY2017		48,750,186		18,668,953		17,514,812		35.9

2. Cash Dividends

	Annual cash dividends per common share
	End of first quarter		End of second quarter		End of third quarter		Year-end		Total
	Yen		Yen		Yen		Yen		Yen
FY2017		—		100.00		—		110.00		210.00
FY2018		—
FY2018 (forecast)				—		—		—		—

(Note)	Revisions to the forecast of cash dividends since the latest announcement: none
	Please refer to “(Reference) Cash Dividends on Class Shares” for information regarding cash dividends on class shares, which are unlisted and have different rights from common stock.

3. Forecast of Consolidated Results for FY2018 (April 1, 2017 through March 31, 2018)

	(% of change from FY2017)
	Net revenues				Operating income				Income before income taxes and equity in earnings  of affiliated companies				Net income attributable to Toyota Motor Corporation				Net income attributable to Toyota Motor Corporation per  common share – Basic
	Million yen		%		Million yen		%		Million yen		%		Million yen		%		Yen
Full-year		28,500,000		3.3		1,850,000		-7.2		2,050,000		-6.6		1,750,000		-4.4		584.06

(Note) Revisions to the forecast of consolidated results since the latest announcement: yes

Notes

(1) Changes in significant subsidiaries during the current quarter

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

(2) Simplified accounting procedures and specific accounting procedures: yes

Note: For more details, please see page 7 “Other Information”.

(3) Changes in accounting policies

(i) Changes by a newly issued accounting pronouncement: yes

(ii) Changes other than (3)-(i) above: none

Note: For more details, please see page 7 “Other Information”.

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

(i) Number of shares issued and outstanding at the end of each period (including treasury stock): FY2018 first quarter 3,262,997,492 shares, FY2017 3,262,997,492 shares

(ii) Number of treasury stock at the end of each period: FY2018 first quarter 288,112,262 shares,

FY2017 288,274,636 shares

(iii) Average number of shares issued and outstanding in each period: FY2018 first quarter 2,974,749,507 shares,

FY2017 first quarter 3,036,810,471 shares

This report is not reviewed.

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

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

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

This report contains summarized and condensed financial information prepared in accordance with U.S. generally accepted accounting principles.

(Reference) Cash Dividends on Class Shares

Cash dividends on class shares, which have different rights from common stock, are as follows:

	Annual cash dividends per First Series Model AA Class  Share
	End of first quarter		End of second quarter		End of third quarter		Year-end		Total
	Yen		Yen		Yen		Yen		Yen
FY2017		—		52.50		—		52.50		105.00
FY2018		—
FY2018 (forecast)				—		—		—		—

(Note) The First Series Model AA Class Shares were issued in July 2015.

TOYOTA MOTOR CORPORATION    FY2018 First Quarter Financial Summary

(All financial information has been prepared in accordance with U.S. generally accepted accounting principles)

TABLE OF CONTENTS

1.  Consolidated Financial Statements	2
(1) Consolidated Balance Sheets	2
(2) Consolidated Statements of Income and Consolidated Statements of Comprehensive Income	4
(3) Consolidated Statements of Cash Flows	6
(4) Going Concern Assumption	7
(5) Significant Changes in Shareholders’ Equity	7
2.  Other Information	7
(1) Changes in significant subsidiaries during the current period	7
(2) Simplified accounting procedures and accounting procedures specific to quarterly consolidated financial statements	7
(3) Changes in accounting principles, procedures, and disclosures for consolidated financial statements	7
Supplemental Material for Financial Results for FY2018 First Quarter

1

TOYOTA MOTOR CORPORATION    FY2018 First Quarter Financial Summary

(All financial information has been prepared in accordance with U.S. generally accepted accounting principles)

1. Consolidated Financial Statements

(1) Consolidated Balance Sheets

	(Yen in millions)
	FY2017 (March 31, 2017)			FY2018 first quarter (June 30, 2017)			Increase (Decrease)
Assets
Current assets:
Cash and cash equivalents		2,995,075			2,940,829			(54,246	)
Time deposits		1,082,654			1,057,514			(25,140	)
Marketable securities		1,821,598			1,928,268			106,670
Trade accounts and notes receivable, less allowance for doubtful accounts		2,115,938			1,959,874			(156,064	)
Finance receivables, net		6,196,649			6,385,291			188,642
Other receivables		436,867			466,736			29,869
Inventories		2,388,617			2,456,712			68,095
Prepaid expenses and other current assets		796,297			867,313			71,016
Total current assets		17,833,695			18,062,537			228,842
Noncurrent finance receivables, net		9,012,222			9,211,844			199,622
Investments and other assets:
Marketable securities and other securities investments		7,679,928			7,942,459			262,531
Affiliated companies		2,845,639			2,811,012			(34,627	)
Employees receivables		25,187			24,471			(716	)
Other		1,156,406			1,165,965			9,559
Total investments and other assets		11,707,160			11,943,907			236,747
Property, plant and equipment:
Land		1,379,991			1,380,787			796
Buildings		4,470,996			4,505,738			34,742
Machinery and equipment		11,357,340			11,446,117			88,777
Vehicles and equipment on operating leases		5,966,579			6,038,577			71,998
Construction in progress		474,188			462,735			(11,453	)
Total property, plant and equipment, at cost		23,649,094			23,833,954			184,860
Less – Accumulated depreciation		(13,451,985	)		(13,596,211	)		(144,226	)
Total property, plant and equipment, net		10,197,109			10,237,743			40,634
Total assets		48,750,186			49,456,031			705,845

2

TOYOTA MOTOR CORPORATION    FY2018 First Quarter Financial Summary

(All financial information has been prepared in accordance with U.S. generally accepted accounting principles)

	(Yen in millions)
	FY2017   (March 31, 2017)			FY2018 first quarter (June 30, 2017)			Increase (Decrease)
Liabilities
Current liabilities:
Short-term borrowings		4,953,682			5,111,938			158,256
Current portion of long-term debt		4,290,449			4,145,484			(144,965	)
Accounts payable		2,566,382			2,329,333			(237,049	)
Other payables		936,938			858,269			(78,669	)
Accrued expenses		3,137,827			3,178,003			40,176
Income taxes payable		223,574			237,223			13,649
Other current liabilities		1,210,113			1,324,386			114,273
Total current liabilities		17,318,965			17,184,636			(134,329	)
Long-term liabilities:
Long-term debt		9,911,596			10,320,161			408,565
Accrued pension and severance costs		905,070			908,661			3,591
Deferred income taxes		1,423,726			1,482,910			59,184
Other long-term liabilities		521,876			535,860			13,984
Total long-term liabilities		12,762,268			13,247,592			485,324
Total liabilities		30,081,233			30,432,228			350,995
Mezzanine equity
Model AA Class Shares, no par value, authorized: 150,000,000 shares at March 31, 2017 and June 30, 2017 issued: 47,100,000 shares at March 31, 2017 and June 30, 2017		485,877			486,477			600
Shareholders’ equity
Toyota Motor Corporation shareholders’ equity:
Common stock, no par value, authorized: 10,000,000,000 shares at March 31, 2017 and June 30, 2017 issued: 3,262,997,492 shares at March 31, 2017 and June 30, 2017		397,050			397,050			—
Additional paid-in capital		484,013			485,876			1,863
Retained earnings		17,601,070			17,883,709			282,639
Accumulated other comprehensive income (loss)		640,922			714,983			74,061
Treasury stock, at cost, 288,274,636 shares at March 31, 2017 and 288,112,262 shares at June 30, 2017		(1,608,243	)		(1,607,335	)		908
Total Toyota Motor Corporation shareholders’ equity		17,514,812			17,874,283			359,471
Noncontrolling interests		668,264			663,043			(5,221	)
Total shareholders’ equity		18,183,076			18,537,326			354,250
Commitments and contingencies
Total liabilities, mezzanine equity and shareholders’ equity		48,750,186			49,456,031			705,845

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

3

TOYOTA MOTOR CORPORATION    FY2018 First Quarter Financial Summary

(All financial information has been prepared in accordance with U.S. generally accepted accounting principles)

(2) Consolidated Statements of Income and Consolidated Statements of Comprehensive Income

First quarter for the three months ended June 30

Consolidated Statements of Income

	(Yen in millions)
	FY2017 first  quarter (Three months ended June 30, 2016)			FY2018 first quarter (Three months ended June 30, 2017)			Increase (Decrease)
Net revenues:
Sales of products		6,159,004			6,578,122			419,118
Financing operations		430,109			469,484			39,375
Total net revenues		6,589,113			7,047,606			458,493
Costs and expenses:
Cost of products sold		5,013,808			5,442,731			428,923
Cost of financing operations		265,418			310,332			44,914
Selling, general and administrative		667,657			720,249			52,592
Total costs and expenses		5,946,883			6,473,312			526,429
Operating income		642,230			574,294			(67,936	)
Other income (expense):
Interest and dividend income		56,761			66,760			9,999
Interest expense		(4,923	)		(4,388	)		535
Foreign exchange gain (loss), net		(29,305	)		22,791			52,096
Other income (loss), net		12,293			19,891			7,598
Total other income (expense)		34,826			105,054			70,228
Income before income taxes and equity in earnings of affiliated companies		677,056			679,348			2,292
Provision for income taxes		187,825			185,398			(2,427	)
Equity in earnings of affiliated companies		90,000			137,802			47,802
Net income		579,231			631,752			52,521
Less – Net income attributable to noncontrolling interests		(26,766	)		(18,696	)		8,070
Net income attributable to Toyota Motor Corporation		552,465			613,056			60,591

Note:   Net income attributable to common shareholders for the first three months ended June 30, 2017 and 2016 is 609,983 million yen and 550,016 million yen, respectively, which is derived by deducting dividend and accretion to Model AA Class Shares of 3,073 million yen and 2,449 million yen, respectively, from Net income attributable to Toyota Motor Corporation.

	(Yen)
Net income attributable to Toyota Motor Corporation per common share			`
Basic		181.12	205.05	23.93
Diluted		179.11	202.84	23.73

4

TOYOTA MOTOR CORPORATION    FY2018 First Quarter Financial Summary

(All financial information has been prepared in accordance with U.S. generally accepted accounting principles)

Consolidated Statements of Comprehensive Income

	(Yen in millions)
	FY2017 first quarter (Three months ended June 30, 2016)			FY2018 first quarter (Three months ended June 30, 2017)			Increase (Decrease)
Net income		579,231			631,752			52,521
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments		(449,900	)		15,288			465,188
Unrealized gains (losses) on securities		(265,202	)		62,894			328,096
Pension liability adjustments		(3,608	)		(1,330	)		2,278
Total other comprehensive income (loss)		(718,710	)		76,852			795,562
Comprehensive income (loss)		(139,479	)		708,604			848,083
Less – Comprehensive income attributable to noncontrolling interests		4,267			(21,487	)		(25,754	)
Comprehensive income (loss) attributable to Toyota Motor Corporation		(135,212	)		687,117			822,329

5

TOYOTA MOTOR CORPORATION    FY2018 First Quarter Financial Summary

(All financial information has been prepared in accordance with U.S. generally accepted accounting principles)

(3) Consolidated Statements of Cash Flows

	(Yen in millions)
	FY2017 first quarter (Three months ended June 30, 2016)			FY2018 first quarter (Three months ended June 30, 2017)
Cash flows from operating activities:
Net income		579,231			631,752
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation		382,289			400,618
Provision for doubtful accounts and credit losses		11,909			15,365
Pension and severance costs, less payments		10,359			(1,627	)
Losses on disposal of fixed assets		7,130			10,531
Unrealized losses on available-for-sale securities, net		776			1
Deferred income taxes		10,842			24,607
Equity in earnings of affiliated companies		(90,000	)		(137,802	)
Changes in operating assets and liabilities, and other		265,677			128,920
Net cash provided by operating activities		1,178,213			1,072,365
Cash flows from investing activities:
Additions to finance receivables		(3,188,383	)		(3,649,396	)
Collection of and proceeds from sales of finance receivables		3,156,628			3,415,515
Additions to fixed assets excluding equipment leased to others		(343,480	)		(281,402	)
Additions to equipment leased to others		(616,586	)		(591,088	)
Proceeds from sales of fixed assets excluding equipment leased to others		7,812			9,995
Proceeds from sales of equipment leased to others		315,408			296,860
Purchases of marketable securities and security investments		(632,924	)		(865,643	)
Proceeds from sales of and maturity of marketable securities and security investments		395,438			635,292
Changes in investments and other assets, and other		347,379			12,089
Net cash used in investing activities		(558,708	)		(1,017,778	)
Cash flows from financing activities:
Proceeds from issuance of long-term debt		1,218,630			1,200,362
Payments of long-term debt		(1,126,169	)		(1,083,297	)
Increase in short-term borrowings		254,921			123,934
Dividends paid to Toyota Motor Corporation class shareholders		(1,224	)		(2,473	)
Dividends paid to Toyota Motor Corporation common shareholders		(334,144	)		(327,220	)
Dividends paid to noncontrolling interests		(29,163	)		(21,681	)
Reissuance (repurchase) of treasury stock		(147,334	)		653
Net cash used in financing activities		(164,483	)		(109,722	)
Effect of exchange rate changes on cash and cash equivalents		(120,192	)		889
Net increase (decrease) in cash and cash equivalents		334,830			(54,246	)
Cash and cash equivalents at beginning of period		2,939,428			2,995,075
Cash and cash equivalents at end of period		3,274,258			2,940,829

Note: In the Consolidated Statements of Cash Flows, cash and cash equivalents include cash on hand, bank deposits that can be withdrawn at any time and short-term investments that can be converted into cash at any time and carry minimal risk of change in value.

6

TOYOTA MOTOR CORPORATION    FY2018 First Quarter Financial Summary

(All financial information has been prepared in accordance with U.S. generally accepted accounting principles)

(4) Going Concern Assumption

None

(5) Significant Changes in Shareholders’ Equity

None

2. Other Information

(1) Changes in significant subsidiaries during the current period

(Changes in specified subsidiaries that caused a change in the scope of consolidation)

None

(2) Simplified accounting procedures and 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 quarter 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.

(3) Changes in accounting principles, procedures, and disclosures for consolidated financial statements

In July 2015, the Financial Accounting Standards Board issued updated guidance to simplify the measurement of inventory. The parent company and its consolidated subsidiaries (“Toyota”) adopted this guidance on April 1, 2017. The adoption of this guidance did not have a material impact on Toyota’s consolidated financial statements.

7

Supplemental Material for Financial Results for FY2018 First Quarter (Consolidated)

< U.S. GAAP >

	FY2017															FY2018			FY2018
	1Q (2016/4-6)			2Q (2016/7-9)			3Q (2016/10-12)			4Q (2017/1-3)			12 months (’16/4-’17/3)			1Q (2017/4-6)			Forecast 12  months (’17/4-’18/3)
Vehicle Production (thousands of units)		2,149			2,240			2,240			2,347			8,975			2,216
(Japan) – including Daihatsu & Hino		934			1,059			1,013			1,104			4,109			1,023
[Daihatsu & Hino]		[194	]		[215	]		[236	]		[277	]		[921	]		[266	]
(Overseas) – including Daihatsu & Hino		1,215			1,181			1,227			1,243			4,866			1,193
[Daihatsu & Hino]		[86	]		[95	]		[114	]		[105	]		[400	]		[92	]
North America		527			508			494			534			2,063			509
Europe		144			135			175			183			637			176
Asia		420			409			434			411			1,674			383
Central and South America		69			69			76			68			282			79
Oceania		21			27			22			19			88			20
Africa		34			33			26			28			122			26
Vehicle Sales (thousands of units)		2,172			2,191			2,280			2,327			8,971			2,215			8,900
[First Half 6 months]														[4,363	]					[4,380	]
(Japan) – including Daihatsu & Hino		511			567			534			661			2,274			544			2,250
[Daihatsu & Hino]		[132	]		[146	]		[150	]		[195	]		[623	]		[164	]		[670	]
(Overseas) – including Daihatsu & Hino		1,661			1,624			1,746			1,666			6,697			1,671			6,650
[Daihatsu & Hino]		[72	]		[70	]		[82	]		[78	]		[302	]		[71	]		[300	]
North America		715			684			745			692			2,837			723			2,780
Europe		222			212			233			257			925			240			940
Asia		384			381			428			395			1,588			363			1,560
Central and South America		101			110			103			96			409			108			410
Oceania		64			65			66			66			260			74			280
Africa		43			47			44			46			180			42			190
Middle East		130			124			125			113			491			119			490
Other		2			1			2			1			7			2
Total Retail Unit Sales (thousands of units) [Toyota, Daihatsu and Hino]		2,529			2,538			2,645			2,539			10,251			2,590			10,250
Housing Sales (units)		1,185			1,611			1,282			6,243			10,321			2,312			17,500

Supplemental 1

Supplemental Material for Financial Results for FY2018 First Quarter (Consolidated)

< U.S. GAAP >

	FY2017															FY2018			FY2018
	1Q (2016/4-6)			2Q (2016/7-9)			3Q (2016/10-12)			4Q (2017/1-3)			12 months (’16/4-’17/3)			1Q (2017/4-6)			Forecast 12  months (’17/4-’18/3)
Foreign Exchange Rates
Yen to US Dollar Rate		108			102			109			114			108			111			as premise: 110
Yen to Euro Rate		122			114			118			121			119			122			as premise: 124
Market Share (Japan)
Toyota(excluding Mini-Vehicles) (%)		49.7			49.3			47.9			45.3			47.8			49.3			approximately: 47.0
Toyota, Daihatsu and Hino (including Mini-Vehicles) (%)		47.0			46.1			45.3			42.6			45.0			46.2
Number of Employees		354,974			355,264			357,072			364,445			364,445			371,888	(Note 1)
Net Revenues (billions of yen)		6,589.1			6,481.4			7,084.1			7,442.4			27,597.1			7,047.6			28,500.0
Geographic Information
Japan		3,361.4			3,619.0			3,772.4			4,077.9			14,830.8			3,686.3
North America		2,534.5			2,341.8			2,712.2			2,650.4			10,239.0			2,661.4
Europe		621.8			604.0			675.2			779.8			2,681.0			761.5
Asia		1,182.6			1,118.9			1,261.2			1,257.0			4,819.8			1,196.7
Other		521.5			525.0			559.9			554.5			2,161.0			612.4
Elimination		-1,632.8			-1,727.5			-1,896.9			-1,877.3			-7,134.7			-1,870.8
Business Segment
Automotive		6,029.0			5,908.9			6,469.5			6,674.2			25,081.8			6,368.6
Financial Services		438.9			432.0			476.0			476.6			1,823.6			503.7
All Other		249.0			283.8			276.0			512.1			1,321.0			337.9
Elimination		-127.8			-143.4			-137.4			-220.5			-629.3			-162.8
Operating Income (billions of yen)		642.2			474.6			438.5			438.9			1,994.3			574.2			1,850.0
(Operating Income Ratio) (%)		(9.7	)		(7.3	)		(6.2	)		(5.9	)		(7.2	)		(8.1	)		(6.5	)
Geographic Information
Japan		290.3			194.3			209.3			508.2			1,202.2			319.2
North America		171.4			139.8			70.6			-70.7			311.1			89.2
Europe		9.0			25.5			18.1			-64.9			-12.2			20.3
Asia		127.4			95.3			124.6			87.7			435.1			104.3
Other		27.3			25.5			24.1			-18.3			58.6			38.6
Elimination		16.6			-5.9			-8.3			-3.0			-0.6			2.4
Business Segment
Automotive		543.4			393.9			382.7			372.8			1,692.9			489.3
Financial Services		90.2			61.9			42.6			27.5			222.4			75.3
All Other		10.3			16.9			16.5			37.5			81.3			13.6
Elimination		-1.7			1.8			-3.3			0.9			-2.3			-4.0
Income before Income Taxes (billions of yen)		677.0			499.4			587.5			429.7			2,193.8			679.3			2,050.0
(Income before Income Taxes Ratio) (%)		(10.3	)		(7.7	)		(8.3	)		(5.8	)		(7.9	)		(9.6	)		(7.2	)
Equity in Earnings of Affiliated Companies (billions of yen)		90.0			78.3			89.6			104.0			362.0			137.8			380.0
Net Income (billions of yen)		552.4			393.7			486.5			398.4			1,831.1			613.0			1,750.0	(Note 2)
(Net Income Ratio) (%)		(8.4	)		(6.1	)		(6.9	)		(5.4	)		(6.6	)		(8.7	)		(6.1	)
Dividends
Common Shares
Cash Dividends (billions of yen)		—			300.3			—			327.2			627.5			—	(Note 3)
Cash Dividends per Share (yen)		—			100			—			110			210			—
Payout Ratio (%)		—			32.1			—			37.3			34.6			—
Model AA Class Shares
Cash Dividends (billions of yen)		—			2.4			—			2.4			4.9			—	(Note 3)
Cash Dividends per Share (yen)		—			52.5			—			52.5			105			—
Value of Shares Repurchased (billions of yen) [actual purchase]		147.7			352.2			104.7			95.1			699.9			—	(Note 4)
Value of Shares Repurchased (billions of yen) [shareholder return]		—			199.9			—			250.0 (maximum	)		449.9 (maximum	)		—	(Note 4)  (Note 5)
Number of Shares Canceled (thousands)		—			—			75,000			—			75,000			—	(Note 6)
Number of Outstanding Common Shares (thousands)		3,337,997			3,337,997			3,262,997			3,262,997			3,262,997			3,262,997
Number of Outstanding Model AA Class Shares (thousands)		47,100			47,100			47,100			47,100			47,100			47,100

Supplemental 2

Supplemental Material for Financial Results for FY2018 First Quarter (Consolidated)

< U.S. GAAP >

	FY2017										FY2018			FY2018
	1Q (2016/4-6)		2Q (2016/7-9)		3Q (2016/10-12)		4Q (2017/1-3)		12 months (’16/4-’17/3)		1Q (2017/4-6)			Forecast 12  months (’17/4-’18/3)
R&D Expenses (billions of yen)		274.1		258.2		261.5		243.5		1,037.5		278.6			1,060.0
Depreciation Expenses (billions of yen)		205.8		215.1		225.3		246.9		893.2		212.9			960.0	(Note 7)
Geographic Information
Japan		111.9		120.2		125.4		139.6		497.2		108.4			530.0
North America		42.0		43.1		44.0		49.1		178.4		45.5			200.0
Europe		11.1		11.7		13.3		14.0		50.3		15.4			60.0
Asia		32.2		31.5		33.1		34.8		131.7		34.1			130.0
Other		8.4		8.3		9.3		9.3		35.4		9.2			40.0
Capital Expenditures (billions of yen)		253.3		257.8		268.2		432.3		1,211.8		205.7			1,320.0	(Note 7)
Geographic Information
Japan		135.1		137.3		133.7		233.9		640.2		112.5			680.0
North America		70.1		85.3		84.4		134.5		374.5		65.3			340.0
Europe		10.8		12.9		12.8		22.3		58.9		4.8			70.0
Asia		29.1		14.4		29.2		30.2		103.1		13.3			140.0
Other		8.0		7.7		7.9		11.2		34.9		9.6			90.0
Total Liquid Assets (billions of yen)		8,700.2		8,469.6		8,819.3		9,199.5		9,199.5		9,364.0	(Note 8)
Total Assets (billions of yen)		44,524.3		43,776.1		48,111.4		48,750.1		48,750.1		49,456.0
Toyota Motor Corporation Shareholders’ Equity (billions of yen)		16,127.8		16,391.9		17,293.2		17,514.8		17,514.8		17,874.2
Return on Equity (%)		13.4		9.6		11.5		9.1		10.6		13.8
Return on Asset (%)		4.8		3.6		4.2		3.3		3.8		5.0
Number of Consolidated Subsidiaries (including Variable Interest Entities)										597
No. of Affil. Accounted for Under the Equity Method										54

Analysis of Consolidated Net Income for FY2018(Note 2) (billions of yen, approximately)	1Q (2017/4-6)
Effects of Marketing Activities		-30.0
Effects of Changes in Exchange Rates		-35.0
Cost Reduction Efforts		50.0
From Engineering		40.0
From Manufacturing and Logistics		10.0
Increases in Expenses, etc.		-45.0
Other		-7.9
(Changes in Operating Income)		-67.9
Non-operating Income		70.2
Equity in Earnings of Affiliated Companies		47.8
Income Taxes, Net Income Attributable to Noncontrolling Interests		10.4
(Changes in Net Income)(Note 2)		60.5

Translational impacts concerning operating income of overseas subsidiaries and concerning provisions in foreign currencies are included in “Effects of Changes in Exchange Rates”.

Supplemental 3

Supplemental Material for Financial Results for FY2018 First Quarter (Unconsolidated)

< Japan GAAP >

	FY2017															FY2018			FY2018
	1Q (2016/4-6)			2Q (2016/7-9)			3Q (2016/10-12)			4Q (2017/1-3)			12 months (’16/4-’17/3)			1Q (2017/4-6)			Forecast 12 months (’17/4-’18/3)
Toyota & Lexus brand
Domestic Vehicle Production (thousands of units)		740			844			777			827			3,188			757			3,180
Overseas Vehicle Production (thousands of units)		1,494			1,422			1,477			1,498			5,891			1,464			5,720
Domestic Vehicle Retail Sales (thousands of units)		366			413			382			475			1,636			390			1,580
Exports Vehicle Sales (thousands of units)		393			456			462			415			1,726			440			1,800
North America		160			175			201			170			706			190			770
Europe		60			73			65			66			264			57			250
Asia		59			77			74			57			267			72			280
Central and South America		10			14			11			14			49			12			50
Oceania		36			43			35			40			154			40			170
Africa		13			15			14			11			53			14			50
Middle East		54			57			61			55			227			53			230
Other		1			2			1			2			6			2
Net Revenues (billions of yen)		2,644.8			2,854.8			2,978.2			2,998.3			11,476.3			2,870.2			11,600.0
Domestic		939.6			1,036.7			973.2			1,135.9			4,085.5			962.8
Exports		1,705.2			1,818.0			2,004.9			1,862.3			7,390.7			1,907.3
Operating Income (billions of yen)		243.6			116.3			118.3			358.8			837.2			222.4			880.0
(Operating Income Ratio) (%)		(9.2	)		(4.1	)		(4.0	)		(12.0	)		(7.3	)		(7.8	)		(7.6	)
Ordinary Income (billions of yen)		479.2			383.3			552.8			386.3			1,801.7			570.7			1,800.0
(Ordinary Income Ratio) (%)		(18.1	)		(13.4	)		(18.6	)		(12.9	)		(15.7	)		(19.9	)		(15.5	)
Net Income (billions of yen)		406.8			331.1			479.1			312.7			1,529.9			488.1			1,540.0
(Net Income Ratio) (%)		(15.4	)		(11.6	)		(16.1	)		(10.4	)		(13.3	)		(17.0	)		(13.3	)
R&D Expenses (billions of yen)		237.4			226.4			232.9			212.8			909.6			241.6			920.0
Depreciation Expenses (billions of yen)		57.5			55.6			50.4			49.0			212.6			58.4			240.0
Capital Expenditures (billions of yen)		64.9			56.8			63.1			109.6			294.5			54.0			300.0

Analysis of Unconsolidated Net Income for FY2018 (billions of yen, approximately)		1Q (2017/4-6)
Marketing Efforts			20.0
Effects of Changes in Exchange Rates			-30.0
Cost Reduction Efforts			35.0
	From Engineering		30.0
	From Manufacturing and Logistics		5.0
Increases in Expenses, etc.			-45.0
Other			-1.1
(Changes in Operating Income)			-21.1
Non-operating Income			112.6
Income Taxes, etc.			-10.2
(Changes in Net Income)			81.3

Cautionary Statement with Respect to Forward-Looking Statements

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

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

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

(Note 1) Shows the number of employees as of the end of each period (excluding loan employees from Toyota and its consolidated subsidiaries (“Toyota”) to outside Toyota and including loan employees from outside Toyota to Toyota)

(Note 2) Shows “Net income attributable to Toyota Motor Corporation”

(Note 3) 2Q= Interim Dividend, 4Q= Year-end Dividend, FY= Annual Dividend

(Note 4) Value of common shares repurchased (excluding shares constituting less than one unit that were purchased upon request)

(Note 5) Value of common shares repurchased (shareholder return on Net Income for the period)

(Note 6) Number of common shares canceled

(Note 7) Figures for depreciation expenses and capital expenditures do not include vehicles in operating lease

(Note 8) Excludes financial subsidiaries

Translational impacts concerning operating income of overseas subsidiaries and concerning provisions in foreign currencies are included in “Effects of Changes in Exchange Rates”.

Supplemental 4

EX-99.2

[Reference Translation]

August 4, 2017

To Whom It May Concern:

Company Name: Mazda Motor Corporation

Name and Title of Representative:

Masamichi Kogai, Representative Director and

President

(Code Number: 7261

Tokyo Stock Exchange)

Name and Title of Contact Person:

Takeji Kojima, General Manager, Corporate

Communications Division

Telephone Number: Tokyo             03-3508-5056

Hiroshima   082-282-5253

Company Name: Toyota Motor Corporation

Name and Title of Representative:

Akio Toyoda, President

(Code Number: 7203

Securities Exchanges throughout Japan)

Name and Title of Contact Person:

Kenta Kon, General Manager, Accounting Division

(Telephone Number: 0565-28-2121)

Notice Concerning the Strengthening of the Continued Collaborative Relationship between Toyota Motor Corporation and Mazda Motor Corporation and the Execution of a Memorandum of Understanding Concerning a Business and Capital Alliance

Toyota Motor Corporation (“Toyota”) and Mazda Motor Corporation (“Mazda”) hereby announce that today the companies entered into a memorandum of understanding (the “MOU”) concerning a business and capital alliance (the “Alliance”), for the purpose of further strengthening their continued collaborative relationship.

1. Reason for the Alliance

Although the automotive industry aims for continued growth, it has entered a period of major change, where factors such as diversifying market needs, tightened environmental and safety regulations, increased sophistication of advanced technologies, market entrants from other industries and diversification of the mobility business are interacting in complex manners. In such a changing business environment, Toyota and Mazda believe it is necessary not only to endeavor to further strengthen their accumulated Monozukuri (manufacturing) capabilities, technical strength and business bases, but also to establish a cooperative relationship to develop a system that will enable their continued growth.

Since Toyota and Mazda announced the execution of an agreement to build a mutually beneficial long-term partnership (the “2015 Agreement”) on May 13, 2015, in order for the partnership to result in more appealing cars that meet the diverse needs and tastes of customers all over the world, the two companies have been discussing, with a basic spirit of collaboration for establishing a long-term, equal and amicable partnership, areas in which they can mutually exert synergy effects.

1

With the execution of the MOU on the Alliance, the companies confirm and declare the outcome of the sincere and meticulous discussions they have continued over the two years since the execution of the 2015 Agreement, and they believe that the MOU will be a milestone on the road to strengthening and accelerating their further continued and constructive partnership. The companies have specifically agreed to promote joint projects to (i) establish a joint venture to produce finished cars in the U.S., (ii) jointly develop technologies for electric vehicles, (iii) jointly develop connected technologies, (iv) collaborate in advanced safety technologies, and (v) further complement each other’s products. Through these joint projects, Toyota and Mazda will work to leverage the resources of both companies to complement and enhance each other’s products and technologies, and make use of lessons learned through the joint projects to enhance true competiveness that will help them realize continued growth. They will also aim to develop and strengthen their long-term partnership and pursue collaboration in an equal, independent and continued manner. To that end, Toyota and Mazda have agreed that Toyota will subscribe for and acquire shares to be newly issued by Mazda through a third-party allotment, and at the same time Mazda will subscribe for and acquire shares of treasury stock disposed of by Toyota through a third-party allotment, which Toyota shares that are equivalent in value to the Mazda shares.

The two companies will work to achieve collaboration in the joint projects that they have agreed to at this time by respecting each other’s management autonomy and establishing an equal and amicable relationship over the medium to long term. The two companies will further accelerate and develop mutual cooperation as long-term partners with the aim of creating a whole new set of values for cars and contribute to the development of sustainable society through meeting customers’ expectations.

2. Description of agreement on the business alliance

(1) Establishment of a joint venture to produce finished cars in the U.S.

For the purpose of establishing a new cooperative relationship, Toyota and Mazda have agreed to engage in discussions to establish a new, 50-50 joint venture that will engage in the production of finished cars with the production capacity of 300,000 units. On the assumption that necessary licenses and approvals can be obtained from regulatory authorities of relevant jurisdictions, the two companies plan to engage in discussions going forward to invest a total of approximately 1.6 billion U.S. dollars and hire approximately 4,000 employees so that a new plant to be established by the new joint venture in the U.S. will start operating in around 2021. The two companies will work to enhance their production competitiveness through collaboration in production, in addition to the existing collaboration in products and technologies.

Toyota and Mazda expect that the joint venture will produce cross-over models that Mazda will newly introduce to the North American market, as well as Toyota’s Corolla for the North American market. Through the U.S. automobile production joint venture business, Mazda will enhance its production flexibility to respond with agility to changes in demand by region and model, as well as aim to establish a local production system that focuses on vehicles that are expected to grow in North America. On the other hand, as a response to the growing North American market, Toyota will seek to have its operations even more locally rooted by reinforcing its local production system through the U.S. automobile production joint venture business.

(2) Joint development of technologies for electric vehicles

Amid rising demand and anticipation for electric vehicles (EVs) around the world, in order to flexibly and efficiently respond to the trends of the developing EV market that are difficult to predict, Toyota and Mazda will mobilize their capacities and exchange expertise freely and actively with each other to consider the joint development of technologies related to the basic structure of EVs that are competitive and can flexibly and promptly respond to the regulations and market trends in various countries. The two companies will discuss details of the joint development in the future.

2

(3) Collaboration in the next-generation areas, including connected technologies and advanced safety technologies

Toyota and Mazda will jointly develop in-vehicle multimedia system technologies in order to be prepared for car informatization and increased demand for information linking technologies that connect the inside of a car with the outside world. In addition, with the aim of realizing an accident-free safe automobile society, the two companies will develop Toyota’s technology for communication between vehicles and between the road and vehicles, through collaboration with Mazda.

(4) Further complement to each other’s products

Mazda has already been supplying compact sedans to Toyota in North America. In addition to that, Toyota will supply small two-box commercial vans to Mazda in Japan. Toyota and Mazda will also consider the possibility of future product complementation on a global basis in other vehicles.

3. Details of capital alliance

Toyota and Mazda will mutually acquire shares of the other company as follows in accordance with the MOU in order to develop and strengthen their long-term partnership.

Toyota will acquire 31,928,500 shares of common stock newly issued by Mazda through a third-party allotment (shareholding ratio of 5.05% on an issued share basis after the capital increase; total value of 50 billion yen)

Mazda will, through a disposition of treasury stock through a third-party allotment to be implemented by Toyota, acquire Toyota shares that are equivalent in value to the Mazda shares (shareholding ratio of 0.25% on an issued share basis).

The two companies plan to apply proceeds from the capital increase through the third-party allotment and the disposition of treasury stock through the third-party allotment to fund in part capital expenditures relating to the establishment of the joint venture to produce finished cars in the U.S.

(For more details on the third-party allotment by Mazda to Toyota and by Toyota to Mazda, see the release “Notice of Issuance of New Shares by way of Third-Party Allotment in Accordance With the Memorandum of Understanding on the Business and Capital Alliance with Toyota Motor Corporation” disclosed today by Mazda and the release “Notice Concerning Disposition of Treasury Stock by way of Third-party Allotment” disclosed today by Toyota, respectively.) The two companies will also consider further strengthening their capital alliance based on this Alliance, based on the progress of the business alliance.

3

4. Schedule

(1)    Execution date of the MOU	August 4, 2017 (Friday)
(2)    Stock acquisition date (payment date)	October 2, 2017 (Monday)

5. Future outlook

The companies expect that the impact of the Alliance on the consolidated results of each company for the fiscal year ending March 2018 is minor.

End

4

EX-99.3

[Reference Translation]

August 4, 2017

To Whom It May Concern:

Company Name: Toyota Motor Corporation

Name and Title of Representative:

Akio Toyoda, President

(Code Number: 7203

Securities Exchanges throughout Japan)

Name and Title of Contact Person:

Kenta Kon, 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 Mazda Motor Corporation (“Mazda”), Toyota Motor Corporation (“Toyota”) resolved at a meeting of the board of directors held on August 4, 2017 the terms of the disposition of treasury stock (the “Disposition of Treasury Stock”) by way of third-party allotment (the “Third-party Allotment”) to Mazda as follows.

1. Outline of disposition

(1)    Date of disposition	October 2, 2017
(2)    Number of shares to be disposed	8,293,300 shares of common stock
(3)    Disposition price	JPY 6,029 per share
(4)    Total disposition price	JPY 50,000,305,700
(5)    Method of disposition or allotment (Expected subscriber)	All of the shares will be allotted to Mazda by way of third-party allotment.
(6)    Number of treasury shares after the disposition	The number of treasury shares held by Toyota after the Disposition of Treasury Stock: 279,818,962 shares (Note) (Note)   The above number is calculated by deducting the number of shares to be disposed (8,293,300 shares) from the number of treasury shares (288,112,262 shares) as of June 30, 2017. Please note that the number of treasury shares may change as Toyota is currently repurchasing its own shares.
(7)    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 Mazda 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 Concerning the Strengthening of the Continued Collaborative Relationship between Toyota Motor Corporation and Mazda Motor Corporation and the Execution of a Memorandum of Understanding Concerning a Business and Capital Alliance” jointly disclosed by Toyota and Mazda today).

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The Third-party Allotment will be conducted as part of the Alliance. Specifically, Toyota will dispose of treasury shares by way of a third-party allotment, through which Mazda will acquire 8,293,300 shares of Toyota common stock (0.25% of the total issued shares, totaling 50 billion yen). At the same time, Toyota will acquire 31,928,500 shares of common stock to be issued by Mazda (5.05% of the total issued shares after a capital increase, totaling 50 billion yen) through a third-party allotment.

3. Amount of proceeds, use of proceeds and expected timing thereof

(1) Amount of proceeds

	(unit: yen)
(1)    Total amount to be paid in		50,000,305,700
(2)    Estimated amount of expenses relating to the issuance		1,000,000
(3)    Estimated net proceeds		49,999,305,700

(Note)	1.      Estimated amount of expenses relating to the issuance does not include consumption tax, etc.
	2.      The estimated amount of expenses relating to the issuance is expected to mainly consist of the cost for preparing a securities registration statement and other documents.

(2) Use of proceeds

Toyota plans to use the proceeds as part of the 800 million U.S. dollars (approximately 88 billion yen*) that it will bear of the capital expenditures (a total amount of 1.6 billion U.S. dollars (approximately 176 billion yen*), to be borne evenly between the two companies) relating to the establishment of a joint venture to produce finished cars in the U.S. as part of the business alliance. The expenditures are expected to be made during fiscal year ending March 2018 through fiscal year ending March 2021. Of the capital expenditures to be spent by Toyota, any shortage amount after using the proceeds will be covered by using Toyota’s own funds or funds to be financed in the future. Toyota plans to manage the proceeds in the form of a bank deposit or a similar form until the actual payment.

* The exchange rate used for this translation was 1 U.S. dollar = 110 yen, which was the approximate rate in Japan on July 31, 2017.

4. Reasonableness of use of proceeds

Toyota believes that the capital expenditures relating to the establishment of a joint venture to produce finished cars in the U.S., which is the use of the proceeds of the Third-party Allotment, will help improve the corporate value of Toyota. Toyota therefore believes that the use of the proceeds of the Third-party Allotment 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 6,029 yen (rounded down to the nearest whole yen), which is the simple average of the closing prices of Toyota’s common stock on the Tokyo Stock Exchange, Inc. (“TSE”) for the three-month period (May 8, 2017 through August 3, 2017) ending on the business day immediately prior to the date of resolution by the Board of Directors on the Disposition of Treasury Stock.

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The reason Toyota has selected the average closing price of Toyota’s common stock for the most recent three months is that Toyota believes 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 thus has a high level of objectivity. Moreover, given that Toyota announced its consolidated results for the fiscal year ended March 2017, the forecast of the consolidated results for the fiscal year ending March 2018 and other financial data in the “Financial Summary for the fiscal year ended March 2017 [based on U.S. generally accepted accounting principles] (consolidated)” on May 10, 2017, Toyota believes that the share prices quoted on the stock market on or after May 10, 2017 better reflect the most recent operating results and financial condition as well as the future outlook of Toyota and therefore it is reasonable to use the average share price of the three-month period, which is roughly the same period as the period after such announcement of the financial results.

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 discount of 3.1 percent (rounding to one decimal place, hereinafter the same in this paragraph) to 6,225 yen, the closing price of common stock of Toyota on the TSE as of August 3, 2017, the business day immediately prior to the date of resolution by the Board of Directors on the Disposition of Treasury Stock, a discount of 2.6 percent to 6,188 yen, the average closing price (rounded down to the nearest whole yen, hereinafter the same in this paragraph) for the one-month period through the business day immediately preceding such resolution date, and a discount of 1.4 percent to 6,117 yen, the average closing price for the six-month period through the business day immediately preceding such resolution date. As a result, Toyota determined that the price is not excessively favorable to the subscriber in any of those periods.

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 Third-party Allotment 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 favorable issuance and is hence 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 8,293,300 (82,933 voting rights), which is equivalent to 0.25% of the total number of issued shares of Toyota (3,310,097,492 shares) as of August 4, 2017 (0.28% of the 30,128,312 total voting rights as of March 31, 2017), and a certain degree of dilution will be caused. 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.

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6. Reason for selection of the subscriber, etc.

(1) Outline of the subscriber

(As of March 31, 2017)

(1)    Name	Mazda Motor Corporation
(2)    Address	3-1 Shinchi, Fuchu-cho, Aki-gun, Hiroshima, Japan
(3)    Name and title of representative	Masamichi Kogai, Representative Director and President
(4)    Description of business	Manufacture and sales of passenger cars and commercial vehicles
(5)    Stated capital	JPY 258,957 million
(6)    Date of establishment	January 30, 1920
(7)    Number of shares issued and outstanding	599,875,479 shares
(8)    Fiscal year-end	March 31
(9)    Number of employees	48,849 [consolidated]
(10)  Main business partners	—
(11)  Main banks	—
(12)  Major shareholders and shareholding ratio	Japan Trustee Services Bank, Ltd. (Trust)		6.53%
	The Master Trust Bank of Japan, Ltd. (Trust)		4.60%
	Sumitomo Mitsui Banking Corporation		2.14%
	Japan Trustee Services Bank, Ltd. (Trust 5)		1.94%
	THE BANK OF NEW YORK 133972		1.55%
	CHASE MANHATTAN BANK GTS CLIENTS ACCOUNT ESCROW		1.46%
	Japan Trustee Services Bank, Ltd. (Trust 1)		1.43%
	STATE STREET BANK WEST CLIENT - TREATY 505234		1.43%
	Japan Trustee Services Bank, Ltd. (Trust 2)		1.42%
	Japan Trustee Services Bank, Ltd. (Trust 7)		1.41%
(13)  Relationship between the parties	Capital relationship	Not applicable
	Personnel relationship	Not applicable
	Business relationship	Toyota is supplied with vehicles by Mazda. Moreover, Toyota has granted technical licenses related to hybrid systems to Mazda.
	Applicability as related party	Not applicable
(14)  Consolidated operating results and financial condition for the last three years (unit: millions of yen, except as noted otherwise)

Fiscal year	Fiscal year ended March 2015		Fiscal year ended March 2016		Fiscal year ended March 2017
Consolidated total equity		891,326		976,723		1,064,038
Consolidated total assets		2,473,287		2,548,401		2,524,552
Consolidated total equity per share		1,454.61		1,595.83		1,738.70
Consolidated net sales		3,033,899		3,406,603		3,214,363
Consolidated operating income		202,888		226,775		125,687
Consolidated ordinary income		212,566		223,563		139,512
Net income attributable to owners of the parent		158,808		134,419		93,780
Consolidated net income per share		265.64		224.85		156.87
Dividends per share		10.00		30.00		35.00

(Note) Mazda, the Subscriber, is listed on the TSE and hence has submitted a Corporate Governance Report to the TSE. Toyota has confirmed Mazda’s basic views on eliminating anti-social forces and the progress of the system development therefor in the section of the Report dealing with matters related to the internal control system. Through that, Toyota has concluded that Mazda and its officers have no connection with anti-social forces.

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(2) Reason for selecting the subscriber

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

(3) Subscriber’s shareholding policy

Toyota has orally confirmed with Mazda that Mazda intends to hold the common stock of Toyota that it will acquire through the Third-party Allotment over the long term.

Toyota plans to obtain a written acknowledgement from Mazda 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 subscriber

Toyota has confirmed that Mazda, as the planned subscriber to the shares being disposed, has necessary cash and deposits for the payment pertaining to the Third-party Allotment, based on the status of cash and deposits set forth in the balance sheet and other financial conditions disclosed in Mazda’s 151st term annual securities report (filed on June 29, 2017).

7. Principal shareholders and shareholding ratio after the disposition

Before the disposition (as of March 31, 2017)		After the disposition
Japan Trustee Services Bank, Ltd.	11.01%	Japan Trustee Services Bank, Ltd.	11.01%
Toyota Industries Corporation	6.93%	Toyota Industries Corporation	6.93%
The Master Trust Bank of Japan, Ltd.	4.73%	The Master Trust Bank of Japan, Ltd.	4.73%
Nippon Life Insurance Company	3.64%	Nippon Life Insurance Company	3.64%
State Street Bank and Trust Company (Standing proxy: Settlement & Clearing Services Division, Mizuho Bank, Ltd.)	3.14%	State Street Bank and Trust Company (Standing proxy: Settlement & Clearing Services Division, Mizuho Bank, Ltd.)	3.14%
DENSO CORPORATION	2.62%	DENSO CORPORATION	2.62%
JPMorgan Chase Bank, N.A. (Standing proxy: Settlement & Clearing Services Division, Mizuho Bank, Ltd.)	2.18%	JPMorgan Chase Bank, N.A. (Standing proxy: Settlement & Clearing Services Division, Mizuho Bank, Ltd.)	2.18%
Mitsui Sumitomo Insurance Company, Limited	1.84%	Mitsui Sumitomo Insurance Company, Limited	1.84%
Trust & Custody Services Bank, Ltd.	1.78%	Trust & Custody Services Bank, Ltd.	1.78%
The Bank of New York Mellon as Depositary Bank for Depositary Receipt Holders (Standing proxy: Sumitomo Mitsui Banking Corporation)	1.69%	The Bank of New York Mellon as Depositary Bank for Depositary Receipt Holders (Standing proxy: Sumitomo Mitsui Banking Corporation)	1.69%

(Note) The principal shareholders are based on the list of shareholders as of March 31, 2017, and the shareholding ratio represents the ratio to the total number of issued shares.

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8. Future prospect

We expect that the impact of the Third-party Allotment on Toyota’s consolidated results for the fiscal year ending March 2018 is minor.

9. Matters related to the procedures under the corporate code of conduct

Because (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 2015		Fiscal year ended March 2016		Fiscal year ended March 2017
Net revenues		27,234,521		28,403,118		27,597,193
Income before income taxes and equity in earnings of affiliated companies		2,892,828		2,983,381		2,193,825
Net income attributable to Toyota Motor Corporation		2,173,338		2,312,694		1,831,109
Net income attributable to Toyota Motor Corporation per common share		688.02		741.36		605.47
- Basic                                       (JPY)
Dividends per share                  (JPY)		200.00		210.00		210.00
Shareholders’ equity per share (JPY)		5,334.96		5,513.08		5,887.88

(Note 1) “Ordinary income” is omitted because its corresponding item does not exist in the U.S. accounting standards, 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. accounting standards, according to which the consolidated financial results of Toyota are prepared.

(Note 3) “Dividends per share” refers to dividends pertaining to common shares.

(2) Number of issued shares and number of dilutive shares at present (as of March 31, 2017)

	Number of shares (shares)		Ratio to the issued shares (%)
Number of issued shares	Common shares: Model AA class shares: Total:	3,262,997,492 47,100,000 3,310,097,492	100.0
Number of dilutive shares based on the conversion price (exercise price) at present	Common shares:	2,357,300	0.07
Number of dilutive shares based on the minimum conversion price (exercise price)		—	—
Number of dilutive shares based on the maximum conversion price (exercise price)		—	—

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(3) Recent share price

① Status over the last three years

		(unit: yen)
	Fiscal year ended March 2015	Fiscal year ended March 2016	Fiscal year ended March 2017
Opening price	5,839	8,268	5,930
High price	8,783	8,700	7,215
Low price	5,205	5,703	4,917
Closing price	8,383	5,952	6,042

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

② Status over the last six months

					(unit: yen)
	March	April	May	June	July	August (Note)
Opening price	6,420	6,087	6,024	5,935	5,893	6,239
High price	6,550	6,154	6,242	6,097	6,282	6,347
Low price	6,042	5,670	5,923	5,768	5,887	6,202
Closing price	6,042	6,035	5,932	5,893	6,234	6,225

(Note)    The share prices for August 2017 are those until August 3, 2017.

③ Share price as of the business day immediately before the date of resolution of the disposition of treasury stock

	(unit: yen)
	August 3, 2017
Opening price	6,311
High price	6,313
Low price	6,202
Closing price	6,225

(4) Status of equity finance over the last three years

① Disposition of treasury stock by way of third-party allotment

Date of disposition	September 18, 2014
Amount of proceeds	JPY 30,000,000
Disposition price	JPY 1 per share
Number of issued shares at the time of the disposition	3,447,997,492 shares
Number of disposed shares	30,000,000 shares
Number of issued shares after the disposition	3,447,997,492 shares
Subscriber	Japan Trustee Services Bank, Ltd. (TOYOTA MOBILITY FOUNDATION Account) (sub-trustee, with Sumitomo Mitsui Trust Bank, Limited as trustee)
Initial use of proceeds at the time of the disposition	The full amount of the proceeds was applied towards the costs relating to the establishment of the TOYOTA MOBILITY FOUNDATION, a General Incorporated Foundation
Expected timing of expenditure at the time of the disposition	September 18, 2014 or after
Current application status	The proceeds have been applied as initially planned.

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② Capital increase by way of public offering (Issuance of the First Series Model AA Class Shares through a public offering)

Payment date	July 24, 2015
Amount of proceeds	JPY 499,165,800,000
Issue price	JPY 10,598 per share
Number of issued shares at the time of the offering	Common shares	3,417,997,492 shares
	First Series Model AA Class Shares	0 share
	Total	3,417,997,492 shares
Number of issued shares subject to the offering	First Series Model AA Class Shares	47,100,000 shares
Number of issued shares after the offering	Common shares	3,417,997,492 shares
	First Series Model AA Class Shares	47,100,000 shares
	Total	3,465,097,492 shares
Initial use of proceeds at the time of the offering	The proceeds were expected to be applied to research and development for next-generation innovation, including the development of fuel battery vehicles, research on infrastructure and development of computerized and sophisticated intelligence mobility technology.
Expected timing of expenditure at the time of the issuance	By March 31, 2016
Current application status	The proceeds have been applied as initially planned.

11. Summary of disposition

(1)    Class and number of shares	8,293,300 common shares
(2)    Paid-in price	JPY 6,029 per share
(3)    Total amount to be paid in	JPY 50,000,305,700
(4)    Method of disposition or allotment	Disposition of treasury stock by way of third-party allotment
(5)    Subscriber	Mazda
(6)    Payment date	October 2, 2017
(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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