As filed with the U.S. Securities and Exchange Commission on February 6, 2024    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 20-F/A (Amendment No. 2)   (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, 2020 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) Yoshihide Moriyama 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

Trading Symbol(s)

Name of each exchange on which
registeredAmerican Depositary Shares*

TM

The New York Stock ExchangeCommon Stock**  *
Each American Depositary Share representing ten 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: 2,766,152,532 shares of common stock (including 43,321,651 shares of common stock in the form of
American Depositary Shares) and 47,099,900 First Series Model AA class shares as of March31, 2020 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 every Interactive Data File required to be submitted 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 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 whether the registrant has filed a report
on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report. ☒ 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. 2 (the Amendment) to the Annual Report on Form 20-F of Toyota
Motor Corporation for the fiscal year ended March 31, 2020 filed with the Securities and Exchange Commission on June 24, 2020 (the Original Filing), as amended by Amendment No. 1 filed with the SEC on November 4, 2021
(the Amendment No. 1 Filing), is filed to disclose pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 additional information that Toyota Motor Corporation became aware of after the Amendment
No. 1 Filing under Item 4.B  Business Overview  Disclosure of Iranian Activities under Section 13(r) of the Securities Exchange Act of 1934. 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 this Form 20-F/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 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 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, 2020:  

TOYOTA Mobility Tokyo Inc. (TMT, formerly known as Tokyo Toyopet Motor Sales Co., Ltd.), a
wholly-owned subsidiary of Toyota, performed maintenance services on Toyota vehicles owned by the Iranian embassy in Japan.  

Toyota Mobility Service Co., Ltd. (TMSC, established in 2018 through a merger between Toyota Fleet
Leasing Co., Ltd. and Toyota Tokyo Rental & Leasing Co., Ltd.), a wholly-owned indirect subsidiary of Toyota, leased four vehicles to the Iranian embassy in Japan. The above activities contributed an insignificant amount of gross revenues and net profit to Toyota.Toyota believes that none of the above
transactions subject it or its affiliates to U.S. sanctions. As of the date of the Amendment No. 1 Filing, TMT intended to cease conducting its activities described above, except that it intended to provide to the Iranian embassy necessary
repair services in case of a recall or other safety measures recalls and other safety measures in accordance with applicable laws and regulations. As of the date of this Amendment, TMSC intends to cease conducting its activities described above. ITEM 19. EXHIBITS Index
to Exhibits  12.1


Certifications of the Registrants Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act




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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/ Masahiro YamamotoName:

Masahiro YamamotoTitle:

Chief Officer, Accounting Group
 Date: February 6, 2024