SEC Comment Letter 0000000000-23-001074 to TOYOTA MOTOR CORP/ (TM, TOYOF) (CIK 0001094517) (TM)
TOYOTA MOTOR CORP/ (TM, TOYOF) (CIK 0001094517)
Date: Feb. 2, 2023 · CIK: 0001094517 · Accession: 0000000000-23-001074
AI Filing Summary & Sentiment
File numbers found in text: 001-14948
Letter
United States securities and exchange commission logo February 2, 2023 Emi Kigo Capital Strategy and Affiliated Companies Finance Division TOYOTA MOTOR CORP/ 1 Toyota-cho, Toyota City Aichi Prefecture 471-8571 Japan Re:TOYOTA MOTOR CORP/ Form 20-F for the Year Ended March 31, 2022 File No. 001-14948 Dear Emi Kigo: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 20-F for the Year Ended March 31, 2022 Item 4. Information on the Company 4.B Business Overview, page 6 1.We note from your disclosures Russia is considered a principal European market and that you also have manufacturing facilities to produce automobiles and related components located in Russia. We also note in September 2022 Toyota announced it decided to end vehicle manufacturing in Russia. Please describe the direct or indirect impact of Russia’s invasion of Ukraine on your business. In addition, please also consider any impact: •resulting from sanctions, limitations on obtaining relevant government approvals, currency exchange limitations, or export or capital controls, including the impact of any risks that may impede your ability to sell assets located in Russia, Belarus, or Ukraine, including due to sanctions affecting potential purchasers; •resulting from the reaction of your investors, employees, customers, and/or other stakeholders to any action or inaction arising from or relating to the invasion,
FirstName LastNameEmi Kigo Comapany NameTOYOTA MOTOR CORP/ February 2, 2023 Page 2 FirstName LastName Emi Kigo TOYOTA MOTOR CORP/ February 2, 2023 Page 2 including the payment of taxes to the Russian Federation; and •that may result if Russia or another government nationalizes your assets or operations in Russia, Belarus, or Ukraine.
If the impact is not material, please explain why. 2.Additionally, please also consider disclosing the risk that the Russian government may nationalize your assets and quantifying the potential impact to your financial statements, if material. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact SiSi Cheng at 202-551-5004 or Jean Yu at 202-551-3305 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Masahisa Ikeda
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United States securities and exchange commission logo
February 2, 2023
Emi Kigo
Capital Strategy and Affiliated Companies Finance Division
TOYOTA MOTOR CORP/
1 Toyota-cho, Toyota City
Aichi Prefecture 471-8571
Japan
Re:TOYOTA MOTOR CORP/
Form 20-F for the Year Ended March 31, 2022
File No. 001-14948
Dear Emi Kigo:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Year Ended March 31, 2022
Item 4. Information on the Company
4.B Business Overview, page 6
1.We note from your disclosures Russia is considered a principal European market and that
you also have manufacturing facilities to produce automobiles and related components
located in Russia. We also note in September 2022 Toyota announced it decided to end
vehicle manufacturing in Russia. Please describe the direct or indirect impact of Russia’s
invasion of Ukraine on your business. In addition, please also consider any impact:
•resulting from sanctions, limitations on obtaining relevant government approvals,
currency exchange limitations, or export or capital controls, including the impact of
any risks that may impede your ability to sell assets located in Russia, Belarus, or
Ukraine, including due to sanctions affecting potential purchasers;
•resulting from the reaction of your investors, employees, customers, and/or other
stakeholders to any action or inaction arising from or relating to the invasion,
FirstName LastNameEmi Kigo
Comapany NameTOYOTA MOTOR CORP/
February 2, 2023 Page 2
FirstName LastName
Emi Kigo
TOYOTA MOTOR CORP/
February 2, 2023
Page 2
including the payment of taxes to the Russian Federation; and
•that may result if Russia or another government nationalizes your assets or operations
in Russia, Belarus, or Ukraine.
If the impact is not material, please explain why.
2.Additionally, please also consider disclosing the risk that the Russian government may
nationalize your assets and quantifying the potential impact to your financial statements, if
material.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact SiSi Cheng at 202-551-5004 or Jean Yu at 202-551-3305 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Masahisa Ikeda