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# Toyota Motor Corporation (TM) - Recent Events Toyota is a foreign private issuer and furnishes its current reports on Form 6-K. Amounts are converted from Japanese yen to US dollars: flows at the average rate for the period they cover, balances at the closing rate, and full-year forecasts at the company's own assumed rate of 160 yen per US dollar. Changes are stated in dollar terms first, with the company's yen change in parentheses and labelled as in yen; unit counts and percentages the company gives without an amount are as it reports them. The first-quarter average rate was about 159.4 yen per US dollar (about 144.5 a year earlier) and the June 30, 2026 closing rate 162.61. ## Filings that contain financial statements - **6-K, filed August 4, 2026, accession 0001193125-26-331392** - Exhibit 99.1 furnishes the unaudited condensed quarterly consolidated financial statements for the first quarter of fiscal 2027 (April 1 to June 30, 2026, IFRS): statement of financial position (March 31 and June 30, 2026), statement of income and comprehensive income, statement of changes in equity, statement of cash flows, and notes (going concern, segment information, assets held for sale), with geographic and vehicle-volume tables. Exhibit 99.2 is the earnings presentation and Exhibit 99.3 the share repurchase resolution. The statements carry no auditor review. - **6-K/A, filed August 7, 2026, accession 0001193125-26-339000** - amends only one table in Exhibit 99.1 above (the analysis of the change in net income attributable to Toyota). It is not a full set of statements. - **6-K, filed May 8, 2026, accession 0001193125-26-213363** - Exhibit 99.1, the FY2026 Financial Summary, furnishes the unaudited IFRS consolidated statement of financial position, statement of income and comprehensive income, statement of changes in equity and statement of cash flows for the year ended March 31, 2026, and the original forecast for the year ending March 31, 2027 (sales revenues 51,000.0 billion yen, or $318.75 billion; operating income and net income attributable to Toyota each 3,000.0 billion yen, or $18.75 billion; all at the 160 yen assumption used for the current forecast, against the 150 yen the original forecast assumed). This is the previous forecast that the August 4 raise is measured against. - **6-K, filed May 13, 2026, accession 0001193125-26-220511** - the notice of convocation of the June 17, 2026 shareholders' meeting, which includes the consolidated financial statements for the year ended March 31, 2026. - **6-K, filed June 10, 2026, accession 0001193125-26-264802** - the executive summary (table of contents) of the Japanese-language annual securities report for the year ended March 31, 2026, which lists the consolidated statements; the statements themselves are not reproduced in the summary. - The annual report on Form 20-F for the year ended March 31, 2026 was filed June 10, 2026 (accession 0001193125-26-264811). ## First-quarter fiscal 2027 results and raised outlook (August 4, 2026; accession 0001193125-26-331392) - **Results, three months ended June 30, 2026.** Sales revenues of $84.87 billion were up 0.1% from $84.80 billion in the prior-year quarter (up 10.4% in yen: the yen was weaker, with Toyota's average rates at about 160 yen per US dollar against about 145 a year earlier). Operating income was $6.67 billion, down 17.3% from $8.07 billion (down 8.8% in yen). In yen the operating income decline was 102.6 billion yen, which at this quarter's average rate is about $644 million rather than the $1.40 billion dollar decline, because the dollar decline also reflects the yen's translation of the prior-year quarter at its own rate. Toyota's bridge, from Exhibit 99.2, converted at the quarter's average rate, is: exchange rates +345.0 billion yen (+$2.16 billion); marketing efforts +70.0 billion yen (+$439 million); cost reduction efforts -85.0 billion yen (-$533 million); increase or decrease in expenses and expense reduction efforts -190.0 billion yen (-$1.19 billion; fixed cost increases and the impact of a development project review, among others); and other -242.6 billion yen (-$1.52 billion), which includes a -248.3 billion yen (-$1.56 billion) unrealized profit adjustment. Net income attributable to Toyota was $9.27 billion, up 59.2% from $5.82 billion (up 75.6% in yen). Income before taxes was $12.32 billion, up 42.2% from $8.67 billion (up 56.8% in yen), driven by other finance income of $5.34 billion (850.6 billion yen) against $1.06 billion (153.7 billion yen at the prior-year rate) a year earlier and a foreign exchange gain versus a loss. Consolidated vehicle sales were 2,395 thousand units, down 0.7% (Japan +8.9% to 524 thousand; overseas -3.1% to 1,870 thousand). - **Hino deconsolidated.** The filing lists 70 companies (Hino Motors and its consolidated subsidiaries) as excluded from the scope of consolidation in the quarter. Hino-brand volumes are no longer in the outlook. The May 13, 2026 6-K (accession 0001193125-26-220511) describes the June 10, 2025 definitive agreement for the business integration of Mitsubishi Fuso Truck and Bus (MFTBC) and Hino, effective April 1, 2026, and the June 17, 2026 6-K (accession 0001193125-26-273320) states Hino was delisted and ceased to be a consolidated subsidiary on April 1, 2026. This is a completed transaction. - **Full-year guidance raised.** For the year ending March 31, 2027 the company lifted its forecast (previous figures from the 6-K filed May 8, 2026, accession 0001193125-26-213363, all converted at 160 yen per US dollar for comparability): sales revenues to $337.5 billion (from $318.75 billion), operating income to $21.25 billion (from $18.75 billion; up $2.50 billion), income before taxes to $28.56 billion (4,570.0 billion yen), and net income attributable to Toyota to $20.31 billion (from $18.75 billion; the previous forecast was 3,000.0 billion yen, which would be $20.00 billion at its 150 yen assumption). Fiscal 2026 net income attributable to Toyota was $25.54 billion (3,848.0 billion yen at that year's average rate of about 150.7), so the new forecast is 15.5% lower in yen. The exchange rate assumption moved to 160 yen per US dollar from 150, and the euro assumption to 181 yen. The full-year dividend forecast is unchanged. Vehicle sales forecast: consolidated 9,700 thousand units (previous 9,600 thousand); Toyota and Lexus retail 10,500 thousand, unchanged. The presentation states the effect of the 2026 Kumamoto Earthquake is under assessment and is not reflected in the forecast, and cites the Middle East situation as a cost headwind in the quarter that alternative logistics routes partly offset in the outlook. - **Assets held for sale.** Part of the company's holding in ARCHION Corporation was reclassified as held for sale at June 30, 2026, because ARCHION approved a secondary offering of common stock and the sale of part of Toyota's shares is expected to complete in the year ending March 31, 2027. This is not yet closed. - **Balance sheet.** Total assets were $631.17 billion at June 30, 2026, down 4.8% from $663.33 billion at March 31, 2026 (down 2.7% in yen); cash and cash equivalents fell 20.1% to $63.61 billion (down 18.3% in yen). Operating cash flow was an inflow of $3.37 billion, investing an inflow of $8.96 billion, and financing an outflow of $27.23 billion. - **Correction (6-K/A, August 7, 2026, accession 0001193125-26-339000).** The net income bridge in Exhibit 99.1 showed the income tax and non-controlling interests line as +$4.77 billion (+760.1 billion yen); it was corrected to -$476.90 million (-76.0 billion yen). The total change in net income attributable to Toyota (+$3.99 billion, or +635.6 billion yen) was unchanged. ## Tender offer for own shares completed (April 27, 2026; announced April 28, 2026; accession 0001193125-26-183369) Toyota's tender offer for its own shares ran from March 31 to April 27, 2026 and was completed on April 27. It bought 1,192,330,962 shares at 3,067 yen per share, about 3.66 trillion yen or $22.95 billion at the first-quarter average rate. Holders tendered 1,193,574,956 shares against 1,192,330,920 sought, so purchases were pro rata. Toyota Industries tendered its stake and kept 1,242,720 shares (0.01%). Settlement began May 25, 2026, and Toyota fixed June 30, 2026 as the date to retire treasury shares. ## Privatization of Toyota Industries completed (June 15, 2026; accession 0001193125-26-270230) Toyota reported that the squeeze-out procedures for Toyota Industries were completed and that it had sold all 74,100,604 of its Toyota Industries shares (24.66%) in the Toyota Industries share repurchase, which it states closes the series of transactions announced June 3, 2025. It expects to record gains on the sale of shares in the first quarter of fiscal 2027: $7.57 billion (1,206.3 billion yen, final) in its non-consolidated statements and about $3.62 billion (576.9 billion yen, estimate; about $3.77 billion, or 600 billion yen, had been expected earlier) in its consolidated statements, both converted at the first-quarter average rate of about 159.4 yen per dollar, the quarter in which they are booked. The company says the effect is already reflected in its forecast. The company's own tender offer for its shares (accession 0001193125-26-183369, above) acquired 1,192,330,962 shares with settlement beginning May 25, 2026, and 1,200,000,000 treasury shares were cancelled on June 30, 2026 (accession 0001193125-26-331382, Exhibit 99.2). Issued shares fell to 14,594,987,460 at June 30, 2026 from 15,794,987,460 at March 31, 2026 (accession 0001193125-26-331392). ## Share repurchase program (announced August 4, 2026) - **August 4, 2026 (accession 0001193125-26-331392, Exhibit 99.3).** The board authorized open-market repurchases of up to 500 million shares (4.22% of shares outstanding excluding treasury stock) and up to $6.35 billion (1 trillion yen), for August 5, 2026 to August 4, 2027, and resolved to retire 200 million treasury shares (1.37% of issued shares) on the last day of the fiscal quarter in which the repurchase is completed. - **Progress.** In August 2026 the company repurchased 28,211,700 shares for $543.89 million (accession 0001193125-26-380869, filed September 3, 2026). In September 2026 it repurchased 35,554,800 shares for $693.72 million, bringing the cumulative total to 63,766,500 shares and $1.24 billion (accession 0001193125-26-413029, filed October 5, 2026). ## Management and governance - **June 17, 2026 (accession 0001193125-26-273360).** At the annual shareholders' meeting Kenta Kon, who became President in April 2026, was elected to the board as a representative director. Koji Sato left the board and continues as Vice Chairman and Chief Industry Officer. Akio Toyoda remains Chairman; Hiroki Nakajima and Yoichi Miyazaki remain executive vice presidents. Executive Fellow Mitsuru Kawai retired. - **June 18, 2026 (accession 0001193125-26-274877, Exhibit 99.2).** All six director nominees were approved; Akio Toyoda received the lowest approval at 95.97% and Kenta Kon 97.46%. ## Other items - **OneStream (May 20 and 28, 2026; accessions 0001193125-26-232785 and 0001193125-26-243215).** Toyota signed an agreement to transfer its logistics optimization system business to its wholly owned subsidiary OneStream by a simplified company split, effective June 29, 2026 (expected), and planned to transfer 30% of OneStream's common shares around mid-June 2026. Toyota calls the effect on its consolidated results immaterial. OneStream's shareholders approved issuing new Class A preferred shares (subscription window June 30 to July 31, 2026). The filings reviewed do not confirm that the split took effect or that the share transfer occurred. - **Employee share compensation (August 4, 7 and June 18, 2026; accessions 0001193125-26-331382, 0001193125-26-339003, 0001193125-26-274879).** Toyota continued its share-based compensation plans for employees and disposed of treasury stock for a total of $21.84 million (3.44 billion yen), with a disposal date of August 25, 2026; vesting provisions were amended. - **Not in the filings.** The filings reviewed contain no new debt issuance, dividend change, or litigation outcome in this period.