Subs Business Integration

Toyota Motor Corporation
03 October 2003

                                                           For immediate release
                                                                 October 3, 2003
                                                      Toyota Auto Body Co., Ltd.
                                                               Araco Corporation
                                                        Toyota Motor Corporation


Toyota Group to Strengthen Vehicle Operations

  - Toyota Auto Body, Araco to Integrate Vehicle Manufacturing & Sales
                              Businesses -



Tokyo - TOYOTA MOTOR CORPORATION (TMC) and subsidiaries TOYOTA AUTO BODY
CO., LTD. (Toyota Auto Body) and ARACO CORPORATION (Araco) announced today that
they have reached an agreement under which Toyota Auto Body and Araco will
integrate their vehicle manufacturing and sales businesses.



Toward the realization of Global Vision 2010, which TMC announced in April 2002,
the Toyota Group is actively engaged in seeking out the most-efficient
structures for expanding its global business.



Toyota Auto Body and Araco engage in similar business activities, including the
manufacturing of minivans, SUVs and other vehicles, as well as customization.
The two companies have in the past cooperated with TMC in developing business,
but as global competition becomes increasingly intense, it is necessary that
these two central manufacturers of the Toyota Group raise their capabilities in
all areas, including development, production preparation and production.



The integration agreement announced today will allow the two companies to
consolidate their expertise and use their management resources comprehensively
and efficiently.  This will help both companies develop and will be extremely
effective in expanding and developing the business of the entire Toyota Group in
furtherance of the realization of Global Vision 2010.



The integrated company will seek to achieve further growth through such measures
as the following:

1)   Reinforcing product development capabilities and cost competitiveness in
minivans and SUVs to respond to diversifying customer needs.

2)   Expanding and strengthening its universal-mobility-vehicle business,
environment-related businesses and customized-vehicle business to respond to
growing social needs.

3)   Contributing to the production activities of TMC's overseas projects and to
the global development of the Toyota Group.

4)   Increasing the efficiency of all divisions, including development,
production and management.



For details on the integration and the companies involved, please see
'Attachment' or contact:



-          General Service & Publicity Dept., General Administration Div.,
Toyota Auto Body  Tel: [phone]

-          General Administration Dept., PR & Corporate Communications Staff,
Araco Corporation  Tel: [phone]

-          Public Affairs Div., Toyota Motor Corporation  Tel: [phone]




1. Overview of the Integration

                                                      Attachment




1) Integration schedule
Board of directors meeting for approving basic           October 3, 2003
integration agreement
Signing of basic integration agreement                   October 3, 2003
Board of directors meeting for approving integration     Late April 2004 (tentative)
(corporate split) agreement
Signing of integration (corporate split) agreement       Late April 2004 (tentative)
General shareholders meeting for approving integration   Late June 2004 (tentative)
(corporate split) agreement
Date of integration (corporate split)                    October 1, 2004 (tentative)
Registration of integration (corporate split)            Early October 2004 (tentative)



2) Method of Integration

Toyota Auto Body and Araco will conduct the integration on an equal basis.
Procedurally, Toyota Auto Body will be the acquiring company, and Araco's
vehicle manufacturing and sales business will be transferred and integrated into
Toyota Auto Body.



(NOTE: After transferring its vehicle manufacturing and sales business, Araco
plans to merge with Toyoda Boshoku Corporation and TakaNichi Co., Ltd. on the
same day (Oct. 1, 2004).)



3) Allocation Ratio
           Company                    Toyota Auto Body                    Araco
     Participation Ratio                     1                             0.98

For each Araco share, 0.98 shares of Toyota Auto Body will be issued.



(NOTE: In the event of material changes in any of the conditions on which the
above allocation ratio was determined, the ratio is subject to change following
consultations between the companies involved.)



Basis for Calculating the Allocation Ratio

Nomura Securities Co., Ltd., an impartial third-party company, was asked to
perform a calculation of the appropriate allocation ratio.  Based on the results
of this calculation, the allocation ratio was determined through consultations
between the companies involved.




2. Business to be Transferred



1) Type of business

The vehicle manufacturing and sales business of Araco.



2) Business results of Araco's vehicle manufacturing and sales business (the
business to be transferred) for the fiscal year ending March 2003

                               Unit: million yen
                                    Araco                Toyota Auto Body          Percentage (a / b)
                          vehicle manufacturing and         FY2003 (b)
                              sales business (a)         (Unconsolidated)
                               (Unconsolidated)

Net sales                            202,358                   912,872                      22.2%
Gross profit                          12,623                    25,621                      49.3%
Operating income                       6,990                    16,725                      41.8%
Ordinary income                        6,713                    16,543                      40.6%



3) Assets and liabilities (unconsolidated) of Araco's vehicle manufacturing and
sales business (the business to be transferred) (as of March 31,2003)

                               Unit: million yen
                      Assets                                          Liabilities
          Item                   Book Value                  Item                   Book Value

     Current assets                         53,143    Current liabilities                      41,071
      Fixed assets                          26,550   Long-term liabilities                     11,709

NOTE: In addition to the above business that will be transferred, subsidiaries
that are subject to consolidation are also included, but the impact is minimal.



3. Status of the Acquiring Company After Integration

An integration promotion committee, chaired by the presidents of the two
companies involved, will discuss and determine details regarding the acquiring
company after the integration.




Reference 1: Outline of Companies Involved (unconsolidated)



                             (as of March 31, 2003)
  1   Company name                             Toyota Auto Body                            Araco*1
  2   Business                      Manufacture and sales of automobile     Manufacture and sales of automobile
                                    bodies, parts and accessories           bodies & parts
  3   Established                               August 31, 1945                         July 24, 1947
  4   Location of head office        100, Kanayama, Ichiriyama-cho, Kariya    25, Kami-Fujiike, Yoshiwara-cho,
                                            City, Aichi Prefecture              Toyota City, Aichi Prefecture
  5   Representative                       Risuke Kubochi, President             Masanao Motonami, President
  6   Capital                                        8,871                                  3,188

      (million yen)
  7   Number of shares of common                  86,240,466                             27,884,000
      stock issued
  8   Shareholders' equity                          120,020                                57,013

      (million yen)
  9   Total assets                                  284,595                                164,255

      (million yen)
 10   Fiscal year ending                           March 31                               March 31
 11   Number of employees                            8,035                                  5,019
 12   Main business partners        Supplier:                               Supplier:

                                    Toyota Motor Corporation                Toyota Motor Corporation

                                    Sales:                                  Sales:

                                    Toyota Motor Corporation                Toyota Motor Corporation
 13   Largest shareholders and      1. Toyota Motor Corporation*2 47.10%    1. Toyota Motor Corporation 75.03%
      shareholding ratio
                                    2. Toyota Industries Corp. 7.38%        2. Toyota Auto Body, Co., Ltd. 6.31%

                                    3. Japan Trustee Services Bank, Ltd.    3. Araco Employee Shareholding
                                                                            Organization                    3.06%

                                        3.88%                               4. Toyota Tsusho Corp. 1.74%

                                    4. Toyota Auto Body Employee
                                    Shareholding Organization 2.91%

                                    5. The Master Trust Bank of Japan, Ltd.


                                        2.64%
 14   Main banks                    UFJ Bank, Ltd.                          UFJ Bank, Ltd.

                                    Sumitomo Mitsui Banking Corp.           Sumitomo Mitsui Banking Corp.
 15   Ties between Capital ties     Toyota Auto Body owns 6.31% of total shares issued by Araco, while
      the
      companies                     Araco owns 0.11% of total shares issued by Toyota Auto Body.
      involved     Personnel ties                                       None
                   Business ties    Araco delivers seats, interior components and door trims to Toyota Auto Body

*1Entire company including its interior components business.

*2On May 30, 2003, Toyota Motor Corporation acquired 2.5 million shares of
Toyota Auto Body, increasing TMC's shareholding ratio in Toyota Auto Body to
50.01%.


Reference 2: Business results of the three most-recent fiscal years of the
companies involved


                                  Toyota Auto Body                            Araco*

                            (on an unconsolidated basis)           (on an unconsolidated basis)
End of fiscal year        March        March        March        March        March        March
                           2001         2002         2003         2001         2002        2003
                                                                    
Net sales                   549,664      777,427      912,872      329,344      347,522      408,384

(million yen)
Operating income             15,082       15,139       16,725        7,587        6,231        8,737

(million yen)
Ordinary income              15,234       15,482       16,543        8,023        7,276        9,728

(million yen)
Net income                    8,364        9,261       17,777         -870        4,651       12,220

(million yen)
Net income per share          96.99       107.39       204.93       -31.22       166.82       434.94

(yen)
Dividend per share               13           15           22           20           41           64

(yen)
Shareholder's equity       1,231.02     1,271.64     1,390.63     1,521.84     1,660.70     2,044.65
per share

(yen)

*Entire company including its interior components business.


                                   Toyota Auto Body

                              (on a consolidated basis)
End of fiscal year         March        March        March
                            2001                      2003
                                         2002
Net sales                    556,531      788,755      929,745

(million yen)
Operating income              17,699       16,583       18,337

(million yen)
Ordinary income               17,186       17,266       18,098

(million yen)
Net income                     9,286       10,220       18,600

(million yen)
Net income per share          107.69       118.51       213.78
(yen)

Shareholder's equity        1,312.80     1,364.85     1,495.13
per share
(yen)




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