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TOYOTA JIDOSHA KABUSHIKI KAISHA TOYOTA …

As filed with the Securities and Exchange Commission on June 24, 2016 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONW ashington, 20549 form 20-F(Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACTOF 1934OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: March 31, 2016OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 Commission file number: 001-14948 TOYOTA JIDOSHA KABUSHIKI KAISHA (Exact Name of Registrant as Specified in its Charter) TOYOTA MOTOR CORPORATION(Translation of Registrant s Name into English)Japan(Jurisdiction of Incorporation or Organization)1 TOYOTA -cho, TOYOTA CityAichi Prefecture 471-8571 Japan+81 565 28-2121(Address of Principal Executive Offices)Nobukazu TakanoTelephone number: +81 565 28-2121 Facsimile number: +81 565 23-5800 Address: 1 TOYOTA -cho, TOYOTA City, Aichi Prefecture 471-8571, Japan(Name, telephone, e-mail and/or facsimil)

As filed with the Securities and Exchange Commission on June 24, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F

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Transcription of TOYOTA JIDOSHA KABUSHIKI KAISHA TOYOTA …

1 As filed with the Securities and Exchange Commission on June 24, 2016 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONW ashington, 20549 form 20-F(Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACTOF 1934OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: March 31, 2016OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 Commission file number: 001-14948 TOYOTA JIDOSHA KABUSHIKI KAISHA (Exact Name of Registrant as Specified in its Charter) TOYOTA MOTOR CORPORATION(Translation of Registrant s Name into English)Japan(Jurisdiction of Incorporation or Organization)1 TOYOTA -cho, TOYOTA CityAichi Prefecture 471-8571 Japan+81 565 28-2121(Address of Principal Executive Offices)Nobukazu TakanoTelephone number: +81 565 28-2121 Facsimile number: +81 565 23-5800 Address: 1 TOYOTA -cho, TOYOTA City, Aichi Prefecture 471-8571, Japan(Name, telephone, e-mail and/or facsimile number and address of registrant s contact person)Securities registered or to be registered pursuant to Section 12(b) of the Act:Title of Each Class:Name of Each Exchange on Which Registered.

2 American Depositary Shares*The New York Stock ExchangeCommon Stock** American Depositary Receipts evidence American Depositary Shares, each American Depositary Share representing two shares of the registrant s Common Stock.** No par value. Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities andExchange registered or to be registered pursuant to Section 12(g) of the Act:NoneSecurities for which there is a reporting obligation pursuant to Section 15(d) of the Act:NoneIndicate the number of outstanding shares of each of the issuer s classes of capital or common stock as of the close of the period covered by theannual report:3,037,675,870 shares of common stock (including 66,933,269 shares of common stock in the form of American Depositary Shares)and 47,100,000 First Series Model AA class shares as of March 31, 2016 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)ofthe Securities Exchange Act of 1934.

3 Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days: Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data Filerequired to be submitted and posted pursuant to Rule 405 of Regulation S-T ( of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit and post such files).

4 Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of acceleratedfiler and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer Accelerated filer Non-accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board Other If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected tofollow.

5 Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct): Yes No TABLE OF CONTENTSITEM OF DIRECTORS, SENIOR MANAGEMENT AND STATISTICS AND EXPECTED FINANCIAL AND FOR THE OFFER AND USE OF ON THE AND DEVELOPMENT OF THE , PLANTS AND STAFF AND FINANCIAL REVIEW AND AND CAPITAL AND DEVELOPMENT, PATENTS AND SHEET DISCLOSURE OF CONTRACTUAL.

6 SENIOR MANAGEMENT AND AND SENIOR 105 ITEM SHAREHOLDERS AND RELATED PARTY PARTY OF EXPERTS AND 107 ITEM STATEMENTS AND OTHER FINANCIAL 108 ITEM OFFER AND OF OF THE 109 ITEM AND ARTICLES OF AND PAYING BY ON 124 ITEM AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .. 124 ITEM OF SECURITIES OTHER THAN EQUITY AND DEPOSITARY 126 ITEM , DIVIDEND ARREARAGES AND 128 ITEM MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS ANDUSE OF 128 ITEM AND 128 ITEM 16.[RESERVED].. 129 ITEM COMMITTEE FINANCIAL 129 ITEM OF 129 ITEM ACCOUNTANT FEES AND 130 ITEM FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.

7 131 ITEM OF EQUITY SECURITIES BY THE ISSUER AND 131 ITEM IN REGISTRANT S CERTIFYING 132 ITEM 132 ITEM SAFETY 135 ITEM 136 ITEM 136 ITEM 137As used in this annual report, the term fiscal preceding a year means the twelve-month period endedMarch 31 of the year referred to. All other references to years refer to the applicable calendar year, unless thecontext otherwise requires. As used herein, the term TOYOTA refers to TOYOTA Motor Corporation and itsconsolidated subsidiaries as a group, unless the context otherwise parts of this annual report, amounts reported in Japanese yen have been translated into dollars for theconvenience of readers. Unless otherwise noted, the rate used for this translation was = $ This wasthe approximate exchange rate in Japan on March 31, STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTSW ritten forward-looking statements may appear in documents filed with the Securities and ExchangeCommission, or the SEC, including this annual report, documents incorporated by reference.

8 Reports toshareholders and other Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-lookinginformation to encourage companies to provide prospective information about themselves without fear oflitigation so long as the information is identified as forward looking and is accompanied by meaningfulcautionary statements identifying important factors that could cause actual results to differ materially from thoseprojected in the information. TOYOTA relies on this safe harbor in making forward-looking statements appear in a number of places in this annual report and include statementsregarding TOYOTA s current intent, belief, targets or expectations or those of its management.

9 In many, but not allcases, words such as aim, anticipate, believe, estimate, expect, hope, intend, may, plan, predict, probability, risk, should, will, would, and similar expressions, are used as they relate toToyota or its management, to identify forward-looking statements. These statements reflect TOYOTA s currentviews with respect to future events and are subject to risks, uncertainties and assumptions. Should one or more ofthese risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may varymaterially from those which are anticipated, aimed at, believed, estimated, expected, intended or statements are not guarantees of future performance and involve risks and results may differ from those in forward-looking statements as a result of various factors.

10 Importantfactors that could cause actual results to differ materially from estimates or forecasts contained in theforward-looking statements are identified in Risk Factors and elsewhere in this annual report, and include,among others:(i) changes in economic conditions, market demand, and the competitive environment affecting theautomotive 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 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 financialservices industry;(iv) TOYOTA s ability to market and distribute effectively;(v) TOYOTA s ability to realize production efficiencies and to implement capital expenditures at thelevels and times planned by management.


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