Securities Report 6/12

Toyota Motor Corporation 24 June 2004 Notes to consolidated financial statements FY2004 For the year ended March 31, 2004 1 Accounting Principles, Procedures and Presentation Methods for Consolidated Financial Statements The accompanying consolidated financial statements of Toyota Motor Corporation (the 'parent company') have been prepared in accordance with accounting principles generally accepted in the United States of America ('U.S. GAAP'). In September 1999, the parent company listed its American Depositary Shares ('ADS') on the New York Stock Exchange. Since then, the parent company has prepared the consolidated financial statements in accordance with the terminology, forms and preparation methods required in issuing ADS and registered them with the United States Securities and Exchange Commission. The following paragraphs describe the major differences between accounting principles, procedures and presentation methods for consolidated financial statements which the parent company and its subsidiaries (collectively 'Toyota') adopt and those in Japan. (1) Consolidated statement of shareholders' equity Toyota has prepared consolidated statement of shareholders' equity which present all changes in shareholders' equity during a period as a part of its consolidated financial statements. The consolidated comprehensive income and all components of comprehensive income are disclosed in accordance with Statement of Financial Accounting Standards ('FAS') No. 130 Reporting Comprehensive Income in the consolidated statement of shareholders' equity. In the Statement, comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from nonowner sources, and consists of net income and other comprehensive income. Other comprehensive income includes any changes in foreign currency translation adjustments, unrealized gains or losses on securities and minimum pension liability adjustments. Any changes in capital surplus and retained earnings during a period presented in consolidated statement of capital surplus and retained earnings under accounting principles generally accepted in Japan ('Japanese GAAP') are included in the consolidated statement of shareholders' equity. (2) The basis for determination of subsidiary Under U.S. GAAP, subsidiaries subject to the consolidation are determined mainly based on the ownership of voting shares (more than 50%). Under Japanese GAAP, subsidiaries according to the control basis are added to those subsidiaries determined by the ownership of voting shares. (3) Reporting category of equity in earnings of affiliated companies Under Japanese GAAP, equity in earnings of affiliated companies is included in non-operating income or expenses, while under U.S. GAAP, it is presented below 'Income before minority interest and equity in earnings of affiliated companies'. (4) Recognition of gains on transfer of the substitutional portion of the employee pension fund Under Japanese GAAP, gains or losses on transfer of the substitutional portion of the employee pension fund are required to be recognized at the date of the approval for the separation of the benefit obligation that relates to past employee services, while those gains or losses can be recognized as a transitional measure at the date of the approval for the exemption from the payment of the benefits related to future employee services. Under U.S. GAAP, those gains or losses should be recorded upon completion of the actual transfer of the plan assets to the government. FY2004 For the year ended March 31, 2004 (5) Accounting for leases Under U.S. GAAP, Toyota has accounted for lease transactions in accordance with FAS No. 13 Accounting for Leases. In the Statement, as a lessor, Toyota has accounted them as if they are sold, and as 'sales-type leases' or 'direct financing leases' for lease transactions that meet certain criteria. As a lessee, Toyota has recorded fixed assets as capital leases' for lease transactions that meet certain criteria. (6) Accounting for accrued pension and severance costs Under U.S. GAAP, Toyota has accrued pension and severance costs in accordance with FAS No. 87 Employers' Accounting for Pensions ('FAS 87') and FAS No. 88 Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits. In FAS 87, additional minimum pension liabilities are required when the accumulated benefit obligation exceeds the fair value of plan assets, while such treatment is not provided under Japanese GAAP. Under U.S. GAAP, unrecognized actuarial gain or loss is amortized over the remaining service period of employees when such balance at beginning of year exceeds the 'Corridor' which is defined as a 10% of larger of projected benefit obligation or fair value of plan assets, while such gain or loss is amortized for a certain period regardless of the Corridor under Japanese GAAP. (7) Accounting for goodwill Under U.S. GAAP, goodwill shall not be amortized and shall be tested for impairment on annual basis and between annual tests if an event occurs or circumstances change that would indicate the possibility of the impairment, and written off when impaired in accordance with FAS No. 142 Goodwill and Other Intangible Assets. Under Japanese GAAP, goodwill shall be amortized over 5 years on the straight-line method, while it shall be expensed as incurred, if not material. 2 Nature of operations Toyota is primarily engaged in the design, manufacture, assembly and sale of passenger cars, sport-utility vehicles, minivans, trucks and related parts and accessories throughout the world. In addition, Toyota provides retail and wholesale financing, retail leasing and certain other financial services primarily to its dealers and their customers related to vehicles manufactured by Toyota. 3 Summary of significant accounting policies The parent company and its subsidiaries in Japan maintain their records and prepare their financial statements in accordance with accounting principles generally accepted in Japan, and its foreign subsidiaries in conformity with those of their countries of domicile. Certain adjustments and reclassifications have been incorporated in the accompanying consolidated financial statements to conform with accounting principles generally accepted in the United States of America. Significant accounting policies after reflecting adjustments for the above are as follows: (1) Basis of consolidation and accounting for investments in affiliated companies The consolidated financial statements include the accounts of the parent company and those of its majority-owned subsidiary companies. All significant intercompany transactions and accounts have been eliminated. Investments in affiliated companies in which Toyota exercises significant influence, but which it does not control, are stated at cost plus equity in undistributed earnings. Consolidated net income includes Toyota's equity in current earnings of such companies, after elimination of unrealized intercompany profits. Investments in non-public companies in which Toyota does not exercise significant influence (generally less than a 20% ownership interest) are stated at cost. FY2004 For the year ended March 31, 2004 (2) Estimates The preparation of Toyota's consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The more significant estimates include: product warranties, allowance for doubtful accounts and credit losses, residual values for leased assets, impairment of long-lived assets, postretirement benefits costs and obligations, fair value of derivative financial instruments and other-than-temporary losses on marketable securities. (3) Translation of foreign currencies All asset and liability accounts of foreign subsidiaries and affiliates are translated into Japanese yen at appropriate year-end current rates and all income and expense accounts of those subsidiaries are translated at average-period exchange rates. The resulting translation adjustments are included as a component of accumulated other comprehensive income. Foreign currency receivables and payables are translated at appropriate year-end current rates and the resulting transaction gains or losses are taken into income currently. (4) Revenue recognition Revenues from sales of vehicles and parts are generally recognized upon delivery which is considered to have occurred when the dealer has taken title to the product and the risk and reward of ownership have been substantively transferred, except as described below. Toyota's sales incentive programs principally consist of cash payments to dealers calculated based on vehicle volume or a model sold by a dealer in a certain period of time. Toyota accrues these incentives as revenue reductions upon the sale of a vehicle corresponding to the program by the amount determined in the related incentive program. Revenue from the sale of vehicles under which Toyota conditionally guarantees the minimum resale value is recognized on a pro rata basis from the date of sale to the first exercise date of the guarantee in a manner similar to lease accounting. The underlying vehicles of these transactions are recorded as assets and are depreciated in accordance with Toyota's depreciation policy. Revenue from retail financing contracts and finance leases is recognized using the effective yield method. Revenue from operating leases is recognized on a straight-line basis over the lease term. Toyota on occasion sells finance receivables in transactions subject to limited recourse provisions. These sales are to trusts and Toyota retains the servicing and is paid a servicing fee. Gains or losses from the sales of the finance receivables are recognized in the period in which such sales occur. (5) Other costs Advertising and sales promotion costs are expensed as incurred. Advertising costs were 371,677 million yen for the year ended March 31, 2004. Toyota generally warrants its products against certain manufacturing and other defects. Provisions for product warranties are provided for specific periods of time and/or usage of the product and vary depending upon the nature of the product, the geographic location of its sale and other factors. Toyota provides a provision for estimated product warranty costs at the time the related sale is recognized based on estimates that Toyota will incur to repair or replace product parts that fail while under warranty. The amount of accrued estimated warranty costs is primarily based on historical experience as to product failures as well as current information on repair costs. The amount of warranty costs accrued also contains an estimate as to warranty claim recoveries from suppliers. Research and development costs are expensed as incurred and were 682,279 million yen for the year ended March 31, 2004. FY2004 For the year ended March 31, 2004 (6) Cash and cash equivalents Cash and cash equivalents include all highly liquid investments, generally with original maturities of three months or less, that are readily convertible to known amounts of cash and are so near maturity that they present insignificant risk of changes in value because of changes in interest rates. (7) Marketable securities Marketable securities consist of debt and equity securities. Debt and equity securities designated as available-for-sale are carried at fair value with changes in unrealized gains included as a component of accumulated other comprehensive income in shareholders' equity, net of applicable taxes. Debt securities designated as held-to-maturity investments are carried at amortized cost. Individual securities classified as either available-for-sale or held-to-maturity are reduced to net realizable value for other-than-temporary declines in market value. In determining if a decline in value is other-than-temporary, Toyota considers the length of time and the extent to which the fair value has been less than the carrying value, the financial condition and prospects of the company and Toyota's ability and intent to retain its investment in the company for a period of time sufficient to allow for any anticipated recovery in market value. Realized gains and losses, which are determined on the average cost method, are reflected in the statement of income when realized. (8) Security investments in non-public companies Security investments in non-public companies are carried at cost as fair value is not readily determinable. If the value of a non-public security investment is estimated to have declined and such decline is judged to be other-than-temporary, Toyota recognizes the impairment of the investment and the carrying value is reduced to its fair value. Determination of impairment is based on the consideration of such factors as operating results, business plans and estimated future cash flows. Fair value is determined principally through the use of the latest financial information. (9) Finance receivables Finance receivables are recorded at the present value of the related future cash flows including residual values for finance leases. (10) Allowance for credit losses Allowance for credit losses are established to cover probable losses on receivables resulting from the inability of customers to make required payments. The allowance for credit losses is based primarily on the frequency of occurrence and loss severity. Other factors affecting collectibility are also evaluated in determining the amount to be provided. Losses are charged to the allowance when it has been determined that payments will not be received and collateral cannot be recovered or the related collateral is repossessed and sold. Any shortfall between proceeds received and the carrying cost of repossessed collateral is charged to the allowance. Recoveries are reversed from the allowance for credit losses. FY2004 For the year ended March 31, 2004 (11) Allowance for residual value losses Toyota is exposed to risk of loss on the disposition of off-lease vehicles to the extent that sales proceeds are not sufficient to cover the carrying value of the leased asset at lease termination. Toyota maintains an allowance to cover probable estimated losses related to unguaranteed residual values on its owned portfolio. The allowance is evaluated considering projected vehicle return rates and projected loss severity. Factors considered in the determination of projected return rates and loss severity include historical and market information on used vehicle sales, trends in lease returns and new car markets, and general economic conditions. Management evaluates the foregoing factors, develops several potential loss scenarios, and reviews allowance levels to determine whether reserves are considered adequate to cover the probable range of losses. The allowance for residual value losses is maintained in amounts considered by Toyota to be appropriate in relation to the estimated losses on its owned portfolio. Upon disposal of the assets, the allowance for residual losses is adjusted for the difference between the net book value and the proceeds from sale. (12) Inventories Inventories are valued at cost, not in excess of market, cost being determined on the 'average cost' basis, except for the cost of finished products carried by certain subsidiary companies which is determined on the 'specific identification' basis or 'last in, first out' ('LIFO') basis. Inventories valued on the LIFO basis totaled 190,642 million yen at March 31, 2004. Had the 'first in, first out' basis been used for those companies using the LIFO basis, inventories would have been 21,463 million yen higher than reported at March 31, 2004. (13) Property, plant and equipment Property, plant and equipment are stated at cost. Major renewals and improvements are capitalized; minor replacements, maintenance and repairs are charged to current operations. Depreciation of property, plant and equipment is mainly computed on the declining-balance method for the parent company and Japanese subsidiaries and on the straight-line method for foreign subsidiary companies at rates based on estimated useful lives of the respective assets according to general class, type of construction and use. Estimated useful lives is range from 3 to 60 years for buildings and from 2 to 20 years for machinery and equipment. Vehicles and equipment on operating leases to third parties are originated by dealers and acquired by certain consolidated subsidiaries. Such subsidiaries are also the lessors of certain property that they acquire directly.Vehicles and equipment on operating leases are depreciated primarily on a straight-line method over the lease term, generally three years, to the estimated residual value. (14) Long-lived assets Toyota reviews its long-lived assets, including investments in affiliated companies, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the assets carrying value over its fair value. Fair value is determined mainly using a discounted cash flow valuation method. FY2004 For the year ended March 31, 2004 (15) Goodwill and intangible assets Goodwill is not material to Toyota's consolidated balance sheets. Intangible assets consist mainly of software. Intangible assets with a definite life are amortized on a straight-line basis with estimated useful lives mainly of 5 years. Intangible assets with an indefinite life are tested for impairment whenever events or circumstances indicate that a carrying amount of an asset (asset group) may not be recoverable. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted cash flows used in determining the fair value of the asset. The amount of the impairment loss to be recorded is generally determined by using a discounted cash flow analysis. (16) Environmental matters Environmental expenditures relating to current operations are expensed or capitalized as appropriate. Expenditures relating to existing conditions caused by past operations, which do not contribute to current or future revenues, are expensed. Liabilities for remediation costs are recorded when they are probable and reasonably estimable, generally no later than the completion of feasibility studies or Toyota's commitment to a plan of action. The cost of each environmental liability is estimated by using current technology available and various engineering, financial and legal specialists within Toyota based on current law. Such liabilities do not reflect any offset for possible recoveries from insurance companies and are not discounted. (17) Income taxes The provision for income taxes is computed based on the pretax income included in the consolidated statement of income. The asset and liability approach is used to recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. (18) Derivative financial instruments Toyota employs derivative financial instruments, including forward foreign currency exchange contracts, foreign currency options, interest rate swaps, interest rate currency swap agreements and interest rate options to manage its exposure to fluctuations in interest rates and foreign currency exchange rates. Toyota does not use derivatives for speculation or trading purposes. Changes in the fair value of derivatives are recorded each period in current earnings. The ineffective portion of all hedges is recognized currently in earnings. (19) Net income per share Basic net income per common share is calculated by dividing net income by the weighted-average number of shares outstanding during the reported period. The calculation of diluted net income per common share is similar to the calculation of basic net income per share, except that the weighted-average number of shares outstanding includes the additional dilution from the assumed exercise of dilutive stock options. FY2004 For the year ended March 31, 2004 (20) Stock-based compensation Toyota measures compensation expense for its stock-based compensation plan using the intrinsic value method. Toyota accounts for the stock-based compensation plans under the recognition and measurement principles of the Accounting Principles Board ('APB') Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. No stock-based compensation cost is reflected in net income, as all options granted under those plans had an exercise price higher than the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the company had applied the fair value recognition provisions of a Statement of Financial Accounting Standard ('FAS') No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation. See note 18 to the consolidated financial statements for weighted-average assumptions used in option pricing model. Yen in millions _______________________ For the year ended March 31, 2004 ________________________________________________________________________________ Net income As reported 1,162,098 Deduct: Total stock-based compensation expenses determined under fair value based method for all awards, net of related tax effects (1,237) _______________________ This information is provided by RNS The company news service from the London Stock Exchange
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