As filed with the Securities and Exchange Commission on October 23, 2017







UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 20-F/A

(Amendment No. 1)





(Mark One)



|☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------------

OR



|☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended: March 31, 2017

OR



|☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

OR



|☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 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 City

Aichi Prefecture 471-8571

Japan

+81 565 28-2121

(Address of Principal Executive Offices)

Nobukazu Takano

Telephone 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:
|American Depositary Shares* |  | The New York Stock Exchange               
|Common 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 U.S.
Securities and Exchange Commission.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Securities registered or to be registered pursuant to
Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate 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 the annual report: 2,974,722,856 shares of common stock (including 56,099,541 shares of common stock in the form of American Depositary Shares) and
47,100,000 First Series Model AA class shares as of March31, 2017

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) of the Securities Exchange Act of 1934: 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 of 1934 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 filing requirements 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 File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files): Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See
definition of large accelerated filer, accelerated filer, and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):



|                           |  |                      |  |                           
|-------------------------- |  | -------------------- |  | --------------------------
|Large accelerated filer  ☒ |  | Accelerated filer  ☐ |  | Non-accelerated filer  ☐  
|                           |  |                      |  | Emerging growth company  ☐

If an emerging growth company that prepares its financial statements in accordance with
U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐



| | The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its
Accounting Standards Codification after April 5, 2012.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Indicate by check mark which
basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S.
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 to follow:
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 Exchange Act):Yes ☐    No ☒











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EXPLANATORY NOTE

This Amendment No. 1 (the Amendment) to the Annual Report on Form 20-F of Toyota Motor Corporation for the
fiscal year ended March 31, 2017 filed with the Securities and Exchange Commission on June 23, 2017 (the Original Filing) is filed to disclose pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of
2012 information that Toyota Motor Corporation became aware of after the Original Filing as a new subsection entitled Disclosure of Iranian Activities under Section 13(r) of the Securities Exchange Act of 1934 under
Governmental Regulation, Environmental and Safety Standards within Item 4.B  Business Overview. Other than this additional compliance disclosure, no part of the Original Filing is amended hereby, and this Amendment does
not reflect events that have occurred after the Original Filing date.

Pursuant to Rule
12b-15 under the Securities Exchange Act of 1934, as amended, this Form 20-F/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements
have been included in this Form 20-F/A and this Form 20-F/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been
omitted.

As used herein, the term Toyota refers to Toyota Motor Corporation and its consolidated subsidiaries
as a group, unless the context otherwise indicates.



|ITEM 4. | INFORMATION ON THE COMPANY
|------- | --------------------------



|4.B | BUSINESS OVERVIEW
|--- | -----------------

Governmental Regulation, Environmental and Safety Standards

Disclosure of Iranian Activities under Section 13(r) of the Securities Exchange Act of 1934

Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 added Section 13(r) to the Securities
Exchange Act of 1934, as amended. Section 13(r) requires an issuer to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to
Iran or with designated natural persons or entities involved in terrorism or the proliferation of weapons of mass destruction. Pursuant to Section 13(r), Toyota is disclosing the following information.

During the fiscal year ended March 31, 2017:



| |  |  | Toyota Kirloskar Motor Private Limited, a majority-owned subsidiary of Toyota, sold one Toyota vehicle to the
Iranian embassy in India.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------

This activity contributed approximately ¥2 million in gross revenues
and an insignificant amount in net profit to Toyota. Toyota believes that this transaction would not subject it or its affiliates to U.S. sanctions. As of the date of the Amendment, Toyota Kirloskar Motor Limited intends to cease conducting the
activity described above.



|ITEM 19. | EXHIBITS
|-------- | --------



|     |  |                                                                                                                                                                           
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  | Index to Exhibits                                                                                                                                                         
|     | 
|12.1 |  | Certifications of the Registrants Chairman of the Board of Directors and Executive Vice President,
 Member of the Board pursuant to Section 302 of the Sarbanes-Oxley Act



---

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form
20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.



TOYOTA MOTOR CORPORATIONBy:

/s/    TETSUYA
OTAKEName:

Tetsuya OtakeTitle:

Senior Managing Officer


Date: October 23, 2017