☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
Common Stock* American Depositary Shares** |
HMC |
New York Stock Exchange |
Title of each class |
Outstanding as of March 31, 2023*** |
|
Common Stock |
1,664,340,589**** |
Large accelerated filer ☒ | Accelerated filer ☐ |
Non-accelerated filer ☐ |
Emerging growth company ☐ |
* | Not for trading purposes, but only in connection with the registration of American Depositary Shares, each representing one share of Common Stock. |
** | American Depositary Receipts evidence American Depositary Shares, each American Depositary Share representing one share of Common Stock. |
*** | Unless otherwise indicated in this Form 20-F, “outstanding shares” excludes the number of shares held by the BIP Trust (as defined under Item 6.B. “Compensation-The Board Incentive Plan”). |
**** | Shares of Common Stock include 116,835,999 shares represented by American Depositary Shares. |
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• | the political, economic and social conditions in Japan and throughout the world including North America, Europe and Asia, including economic slowdowns, recessions, changes in consumer preferences, rising fuel prices, financial crises, exchange rates and other factors, as well as the relevant governments’ specific policies with respect to economic growth, inflation, taxation, currency conversion, imports and sources of supplies and the availability of credit, particularly to the extent such current or future conditions and policies affect the automobile, motorcycle and power product industries and markets in Japan and other markets throughout the world in which Honda conducts its business, and the demand, sales volume and sales prices for Honda’s automobiles, motorcycles and power products; |
• | the effects of competition in the automobile, motorcycle and power product markets on the demand, sales volume and sales prices for Honda’s automobiles, motorcycles and power products; |
• | Honda’s ability to finance its working capital and capital expenditure requirements, including obtaining any required external debt or other financing upon favorable interest rates or other terms; |
• | the effects of environmental, personal information and other governmental regulations and legal proceedings; and |
• | the effects of events such as environmental or man-made disasters, pandemics, cyber-attacks or other events affecting Honda, its suppliers, customers or the economy as a whole. |
Fiscal years ended March 31, |
||||||||||||
2021 |
2022 |
2023 |
||||||||||
Yen (billions) |
||||||||||||
Motorcycle Business |
¥ | 1,787.2 | ¥ | 2,185.2 | ¥ | 2,908.9 | ||||||
Automobile Business |
8,567.2 | 9,147.4 | 10,593.5 | |||||||||
Financial Services Business |
2,494.2 | 2,820.6 | 2,954.0 | |||||||||
Power Products and Other Businesses |
321.7 | 399.2 | 451.1 | |||||||||
Total |
¥ | 13,170.5 | ¥ | 14,552.6 | ¥ | 16,907.7 | ||||||
Fiscal years ended March 31, |
||||||||||||
2021 |
2022 |
2023 |
||||||||||
Yen (billions) |
||||||||||||
Japan |
¥ | 1,849.2 | ¥ | 1,943.6 | ¥ | 2,013.0 | ||||||
North America |
7,080.8 | 7,624.7 | 8,945.9 | |||||||||
Europe |
511.7 | 611.8 | 690.6 | |||||||||
Asia |
3,250.1 | 3,711.4 | 4,335.7 | |||||||||
Other Regions |
478.4 | 660.8 | 922.2 | |||||||||
Total |
¥ | 13,170.5 | ¥ | 14,552.6 | ¥ | 16,907.7 | ||||||
Fiscal years ended March 31, |
||||||||||||||||||||||||||||||||||||
2021 |
2022 |
2023 |
||||||||||||||||||||||||||||||||||
Honda Group Unit Sales* |
Consolidated Unit Sales* |
Revenue |
Honda Group Unit Sales* |
Consolidated Unit Sales* |
Revenue |
Honda Group Unit Sales* |
Consolidated Unit Sales* |
Revenue |
||||||||||||||||||||||||||||
Units (thousands) |
Units (thousands) |
Yen (billions) |
Units (thousands) |
Units (thousands) |
Yen (billions) |
Units (thousands) |
Units (thousands) |
Yen (billions) |
||||||||||||||||||||||||||||
Japan |
215 | 215 | ¥ | 88.1 | 244 | 244 | ¥ | 105.0 | 246 | 246 | ¥ | 109.3 | ||||||||||||||||||||||||
North America |
332 | 332 | 197.1 | 437 | 437 | 230.7 | 459 | 459 | 306.7 | |||||||||||||||||||||||||||
Europe |
234 | 234 | 146.9 | 317 | 317 | 202.2 | 347 | 347 | 250.0 | |||||||||||||||||||||||||||
Asia |
13,319 | 8,451 | 1,149.8 | 14,589 | 8,283 | 1,309.9 | 16,108 | 9,512 | 1,739.7 | |||||||||||||||||||||||||||
Other Regions |
1,032 | 1,032 | 205.1 | 1,440 | 1,440 | 337.2 | 1,597 | 1,597 | 503.0 | |||||||||||||||||||||||||||
Total |
15,132 | 10,264 | ¥ | 1,787.2 | 17,027 | 10,721 | ¥ | 2,185.2 | 18,757 | 12,161 | ¥ | 2,908.9 | ||||||||||||||||||||||||
Motorcycle revenue as a percentage of total sales revenue |
14 | % | 15 | % | 17 | % |
* |
Honda Group Unit Sales is the total unit sales of completed products of Honda, its consolidated subsidiaries and its affiliates and joint ventures accounted for using the equity method. Consolidated Unit Sales is the total unit sales of completed products corresponding to consolidated sales revenue to external customers, which consists of unit sales of completed products of Honda and its consolidated subsidiaries. |
Fiscal years ended March 31, |
||||||||||||||||||||||||||||||||||||
2021 |
2022 |
2023 |
||||||||||||||||||||||||||||||||||
Honda Group Unit Sales* |
Consolidated Unit Sales* |
Revenue |
Honda Group Unit Sales* |
Consolidated Unit Sales* |
Revenue |
Honda Group Unit Sales* |
Consolidated Unit Sales* |
Revenue |
||||||||||||||||||||||||||||
Units (thousands) |
Units (thousands) |
Yen (billions) |
Units (thousands) |
Units (thousands) |
Yen (billions) |
Units (thousands) |
Units (thousands) |
Yen (billions) |
||||||||||||||||||||||||||||
Japan |
592 | 520 | ¥ | 1,321.4 | 547 | 476 | ¥ | 1,340.7 | 550 | 484 | ¥ | 1,385.8 | ||||||||||||||||||||||||
North America |
1,480 | 1,480 | 4,679.3 | 1,283 | 1,283 | 4,884.9 | 1,195 | 1,195 | 5,990.5 | |||||||||||||||||||||||||||
Europe |
101 | 101 | 290.3 | 100 | 100 | 319.3 | 84 | 84 | 332.9 | |||||||||||||||||||||||||||
Asia |
2,247 | 390 | 2,037.5 | 2,022 | 443 | 2,321.7 | 1,744 | 505 | 2,523.8 | |||||||||||||||||||||||||||
Other Regions |
126 | 126 | 238.5 | 122 | 122 | 280.7 | 114 | 114 | 360.3 | |||||||||||||||||||||||||||
Total |
4,546 | 2,617 | ¥ | 8,567.2 | 4,074 | 2,424 | ¥ | 9,147.4 | 3,687 | 2,382 | ¥ | 10,593.5 | ||||||||||||||||||||||||
Automobile revenue as a percentage of total sales revenue |
65 | % | 63 | % | 63 | % |
* |
Honda Group Unit Sales is the total unit sales of completed products of Honda, its consolidated subsidiaries and its affiliates and joint ventures accounted for using the equity method. Consolidated Unit Sales is the total unit sales of completed products corresponding to consolidated sales revenue to external customers, which consists of unit sales of completed products of Honda and its consolidated subsidiaries. Certain sales of automobiles that are financed with residual value type auto loans and others by our Japanese finance subsidiaries and provided through our consolidated subsidiaries are accounted for as operating leases in conformity with International Financial Reporting Standards (“IFRS”) and are not included in consolidated sales revenue to the external customers in our Automobile business. Accordingly, they are not included in Consolidated Unit Sales, but are included in Honda Group Unit Sales of our Automobile business. |
Fiscal years ended March 31, |
||||||||||||
2021 |
2022 |
2023 |
||||||||||
Yen (billions) |
||||||||||||
Japan |
¥ | 380.3 | ¥ | 418.3 | ¥ | 428.2 | ||||||
North America |
2,070.5 | 2,356.9 | 2,466.5 | |||||||||
Europe |
11.2 | 10.8 | 13.2 | |||||||||
Asia |
15.0 | 15.7 | 16.5 | |||||||||
Other Regions |
17.0 | 18.6 | 29.4 | |||||||||
Total |
¥ | 2,494.2 | ¥ | 2,820.6 | ¥ | 2,954.0 | ||||||
Financial Services revenue as a percentage of total sales revenue |
19 | % | 19 | % | 17 | % |
Fiscal years ended March 31, |
||||||||||||||||||||||||
2021 |
2022 |
2023 |
||||||||||||||||||||||
Honda Group Unit Sales / Consolidated Unit Sales* |
Revenue |
Honda Group Unit Sales / Consolidated Unit Sales* |
Revenue |
Honda Group Unit Sales / Consolidated Unit Sales* |
Revenue |
|||||||||||||||||||
Units (thousands) |
Yen (billions) |
Units (thousands) |
Yen (billions) |
Units (thousands) |
Yen (billions) |
|||||||||||||||||||
Japan |
336 | ¥ | 59.2 | 353 | ¥ | 79.4 | 376 | ¥ | 89.6 | |||||||||||||||
North America |
2,617 | 133.7 | 2,738 | 152.1 | 2,274 | 182.1 | ||||||||||||||||||
Europe |
929 | 63.2 | 1,189 | 79.3 | 1,168 | 94.3 | ||||||||||||||||||
Asia |
1,405 | 47.6 | 1,487 | 64.0 | 1,408 | 55.5 | ||||||||||||||||||
Other Regions |
336 | 17.7 | 433 | 24.3 | 419 | 29.4 | ||||||||||||||||||
Total |
5,623 | ¥ | 321.7 | 6,200 | ¥ | 399.2 | 5,645 | ¥ | 451.1 | |||||||||||||||
Power Products and Other businesses revenue as a percentage of total sales revenue |
2 | % | 3 | % | 3 | % |
* |
Honda Group Unit Sales is the total unit sales of completed power products of Honda, its consolidated subsidiaries and its affiliates and joint ventures accounted for using the equity method. Consolidated Unit Sales is the total unit sales of completed power products corresponding to consolidated sales revenue to |
external customers, which consists of unit sales of completed power products of Honda and its consolidated subsidiaries. In Power products business, there is no discrepancy between Honda Group Unit Sales and Consolidated Unit Sales since no affiliate and joint venture accounted for using the equity method was involved in the sale of Honda power products. |
+ | Event Data Recorder (EDR), |
+ | Amendment to electric vehicles traction battery safety requirements, and |
+ | Amendment to electric vehicles safety requirements. |
+ | Motor vehicles-Devices for indirect vision-Requirements of performance and installation |
+ | Establishment of technical requirements related to cyber security, and |
+ | Establishment of security requirements for automobile data collection and requirements for cross-border data transfers, and |
+ | Amendment to battery electric passenger cars – specifications. |
+ | Amendment to connection set for conductive charging of electric vehicles-Part 1: General requirements |
+ | Amendment to test methods for Power performance of fuel cell electric vehicles |
+ | Amendment to fuel cell electric vehicles Onboard hydrogen system specifications |
+ | Amendment to measurement methods of net power for automotive engines and electric drive trains |
+ | Amendment to hybrid electric vehicles-Power performance-Test method |
+ | Amendment to battery electric vehicles-Power performance-Test method |
+ | Technical requirements related to cyber security. |
+ | Security requirements for automotive data collection. |
Region | EVs to be released | |
North America |
Plan to introduce two models jointly developed with General Motors Company (GM) in 2024 (Honda brand:
Prologue ZDX Plan to launch a
mid- to large-size EV based on Honda’s proprietary EV platform in 2025 |
|
China | Plan to introduce ten new EV models by 2027 | |
Japan |
Plan to introduce a
commercial-use mini-EV model based onN-VAN Plan to launch an EV model based on
N-ONE
small-size EV models in 2026 |
Region | Procurement policy | |
North America |
Procure Ultium batteries from GM Procure batteries from a joint venture company for EV battery production with LG Energy Solution Ltd. |
|
China | Further strengthen collaboration with Contemporary Amperex Technology Co., Ltd. (CATL) | |
Japan | Procure batteries for mini-EVs from Envision AESC Japan Ltd. |
Product | Initiatives | |
Commuter EVs |
Two personal-use smart EVs adopting connectivity and battery-as-a-service |
|
Commuter EMs / EBs *
|
Plan to release more compact, reasonably priced electrified vehicles in China, Asia, Europe and Japan, which will be adapted to the respective market characteristics and respond to the need to use such motorcycles more affordably A total of five EM/EB models to be released by 2024 |
|
FUN EVs |
Develop a platform for large FUN EV models Plan to release three models in Japan, the United States and Europe between 2024 and 2025 |
* |
EM: Electric Moped with a maximum speed ranging from 25 km/h to 50 km/h |
EB: Electric Bicycle with a maximum speed of 25 km/h or slower |
Excluding battery-assisted bicycles |
Company |
Country of Incorporation |
Function |
Percentage Ownership and Voting Interest |
|||||
Honda R&D Co., Ltd. |
Japan | Research & Development | 100.0 | |||||
Honda Finance Co., Ltd. |
Japan | Finance | 100.0 | |||||
American Honda Motor Co., Inc. |
U.S.A. | Coordination of Subsidiaries Operation, Research & Development, Manufacturing and Sales |
100.0 | |||||
American Honda Finance Corporation |
U.S.A. | Finance | 100.0 | |||||
Honda Development and Manufacturing of America, LLC |
U.S.A. | Research & Development and Manufacturing |
100.0 | |||||
Honda Canada Inc. |
Canada | Manufacturing and Sales | 100.0 | |||||
Honda Canada Finance Inc. |
Canada | Finance | 100.0 | |||||
Honda de Mexico, S.A. de C.V. |
Mexico | Manufacturing and Sales | 100.0 | |||||
Honda Motor Europe Limited |
U.K. | Coordination of Subsidiaries Operation and Sales |
100.0 | |||||
Honda Finance Europe plc |
U.K. | Finance | 100.0 | |||||
Honda Motor (China) Investment Co., Ltd. |
China | Coordination of Subsidiaries Operation and Sales |
100.0 | |||||
Honda Auto Parts Manufacturing Co., Ltd. |
China | Manufacturing | 100.0 | |||||
Honda Motorcycle & Scooter India (Private) Ltd. |
India | Manufacturing and Sales | 100.0 | |||||
Honda Cars India Limited |
India | Manufacturing and Sales | 100.0 | |||||
P.T. Honda Prospect Motor |
Indonesia | Manufacturing and Sales | 51.0 | |||||
Honda Malaysia Sdn Bhd |
Malaysia | Manufacturing and Sales | 51.0 | |||||
Asian Honda Motor Co., Ltd. |
Thailand | Coordination of Subsidiaries Operation and Sales |
100.0 | |||||
Honda Leasing (Thailand) Co., Ltd. |
Thailand | Finance | 100.0 | |||||
Honda Automobile (Thailand) Co., Ltd. |
Thailand | Manufacturing and Sales | 89.0 | |||||
Thai Honda Co., Ltd. |
Thailand | Manufacturing and Sales | 72.5 | |||||
Honda Vietnam Co., Ltd. |
Vietnam | Manufacturing and Sales | 70.0 | |||||
Honda South America Ltda. |
Brazil | Coordination of Subsidiaries Operation |
100.0 | |||||
Moto Honda da Amazonia Ltda. |
Brazil | Manufacturing and Sales | 100.0 |
Location |
Number of Employees |
Principal Products Manufactured |
||||
Yorii-machi, Osato-gun, Saitama, Japan |
4,003 | Automobiles | ||||
Hamamatsu, Shizuoka, Japan |
1,834 | Power products and transmissions | ||||
Suzuka, Mie, Japan |
5,408 | Automobiles | ||||
Ozu-machi, Kikuchi-gun, Kumamoto, Japan |
2,485 | Motorcycles, all-terrain vehicles,power products and engines |
||||
Greensboro, North Carolina, U.S.A. |
729 | Aircraft | ||||
Burlington, North Carolina, U.S.A. |
98 | Aircraft engines | ||||
Marysville, Ohio, U.S.A. |
6,161 | Automobiles | ||||
Anna, Ohio, U.S.A. |
2,618 | Engines | ||||
East Liberty, Ohio, U.S.A. |
2,891 | Automobiles | ||||
Lincoln, Alabama, U.S.A. |
4,830 | Automobiles and engines | ||||
Greensburg, Indiana, U.S.A. |
2,438 | Automobiles | ||||
Alliston, Canada |
5,535 | Automobiles and engines | ||||
El Salto, Mexico |
457 | Motorcycles | ||||
Celaya, Mexico |
4,550 | Automobiles | ||||
Gurugram, India |
1,942 | Motorcycles | ||||
Alwar, India |
2,593 | Motorcycles and automobiles | ||||
Narasapura, India |
1,927 | Motorcycles | ||||
Ahemdabad, India |
890 | Motorcycles | ||||
Karawang, Indonesia |
2,738 | Automobiles and engines | ||||
Melaka, Malaysia |
1,998 | Automobiles | ||||
Batangas, Philippines |
1,286 | Motorcycles | ||||
Ayutthaya, Thailand |
2,447 | Automobiles | ||||
Prachinburi, Thailand |
1,220 | Automobiles | ||||
Bangkok, Thailand |
3,756 | Motorcycles and power products | ||||
Phuc Yen, Vietnam |
4,742 | Motorcycles and automobiles | ||||
Duy Tien, Vietnam |
728 | Motorcycles | ||||
Buenos Aires, Argentina |
627 | Motorcycles | ||||
Itirapina, Brazil |
1,015 | Automobiles | ||||
Manaus, Brazil |
6,804 | Motorcycles and power products |
Fiscal years ended March 31, |
||||||||||||
2022 |
2023 |
Increase (Decrease) |
||||||||||
Yen (millions) |
||||||||||||
Motorcycle Business |
¥ | 36,754 | ¥ | 44,818 | ¥ | 8,064 | ||||||
Automobile Business |
230,476 | 438,469 | 207,993 | |||||||||
Financial Services Business |
2,026,438 | 1,543,664 | (482,774 | ) | ||||||||
Financial Services Business (Excluding Equipment on Operating Leases) |
340 | 216 | (124 | ) | ||||||||
Power Products and Other Businesses |
10,835 | 10,405 | (430 | ) | ||||||||
Total |
¥ | 2,304,503 | ¥ | 2,037,356 | ¥ | (267,147 | ) | |||||
Total (Excluding Equipment on Operating Leases) |
¥ | 278,405 | ¥ | 493,908 | ¥ | 215,503 |
Fiscal year ending March 31, 2024 |
||||
Yen (millions) |
||||
Motorcycle Business |
¥ | 51,000 | ||
Automobile Business |
338,000 | |||
Financial Services Business |
200 | |||
Power Products and Other Businesses |
10,800 | |||
Total |
¥ | 400,000 | ||
* |
Source: JAMA (Japan Automobile Manufacturers Association) |
* |
Source: MIC (Motorcycle Industry Council) |
* |
Based on Honda research. Only includes the following 10 countries: the United Kingdom, Germany, France, Italy, Spain, Switzerland, Portugal, the Netherlands, Belgium, and Austria. |
*1 |
Based on Honda research. |
*2 |
Based on Honda research. Only includes the following seven countries: Thailand, Indonesia, Malaysia, the Philippines, Vietnam, Pakistan, and China. |
* |
Source: ABRACICLO (the Brazilian Association of Motorcycle, Moped, and Bicycle Manufacturers) |
Fiscal year ended March 31, |
||||||||
2022 |
2023 |
|||||||
Passenger cars: |
42 | % | 42 | % | ||||
ACCORD, BRIO, CITY, CIVIC, FIT, INTEGRA, JAZZ |
||||||||
Light trucks: |
52 | % | 50 | % | ||||
BREEZE, CR-V, FREED, HR-V, ODYSSEY, PILOT, VEZEL, XR-V, ZR-V
|
||||||||
Mini vehicles: |
6 | % | 8 | % | ||||
N-BOX |
*1 |
Source: JAMA (Japan Automobile Manufacturers Association), as measured by the number of regular vehicle registrations (661cc or higher) and mini vehicles (660cc or lower) |
*2 |
Certain sales of automobiles that are financed with residual value type auto loans and others by our Japanese finance subsidiaries and provided through our consolidated subsidiaries are accounted for as operating leases in conformity with IFRS and are not included in consolidated sales revenue to external customers in the Automobile business. Accordingly, they are not included in consolidated unit sales. |
* |
Source: Autodata |
* |
Source: ACEA (Association des Constructeurs Europeens d’Automobiles (the European Automobile Manufacturers’ Association)) New passenger car registrations cover 27 EU countries, three EFTA countries, and the U.K. |
*1 |
The total is based on Honda research and includes the following eight countries: Thailand, Indonesia, Malaysia, the Philippines, Vietnam, Taiwan, India, and Pakistan. |
*2 |
Source: CAAM (China Association of Automobile Manufacturers) |
*3 |
The total includes the following seven countries: Thailand, Indonesia, Malaysia, Vietnam, Taiwan, India, and Pakistan. |
* |
Source: ANFAVEA (Associação Nacional dos Fabricantes de Veiculos Automotores (the Brazilian Automobile Association)) The total includes passenger cars and light commercial vehicles. |
* |
OEM (Original Equipment Manufacturer) engines refer to engines installed on products sold under a third-party brand. |
* |
Source: JAMA (Japan Automobile Manufacturers Association) |
* |
Source: MIC (Motorcycle Industry Council) |
The total includes motorcycles and ATVs, but does not include side-by-sides |
* |
Based on Honda research. Only includes the following 10 countries: the United Kingdom, Germany, France, Italy, Spain, Switzerland, Portugal, the Netherlands, Belgium, and Austria. |
*1 |
Based on Honda research. |
*2 |
Based on Honda research. Only includes the following seven countries: Thailand, Indonesia, Malaysia, the Philippines, Vietnam, Pakistan, and China. |
* |
Source: ABRACICLO (the Brazilian Association of Motorcycle, Moped, and Bicycle Manufacturers) |
Fiscal year ended March 31, |
||||||||
2021 |
2022 |
|||||||
Passenger cars: |
43 | % | 42 | % | ||||
ACCORD, CITY, CIVIC, FIT/JAZZ |
||||||||
Light trucks: |
50 | % | 52 | % | ||||
BREEZE, CR-V, FREED, ODYSSEY, PILOT, Acura RDX, VEZEL/HR-V, XR-V
|
||||||||
Mini vehicles: |
7 | % | 6 | % | ||||
N-BOX |
*1 |
Source: JAMA (Japan Automobile Manufacturers Association), as measured by the number of regular vehicle registrations (661cc or higher) and mini vehicles (660cc or lower) |
*2 |
Certain sales of automobiles that are financed with residual value type auto loans and others by our Japanese finance subsidiaries and provided through our consolidated subsidiaries are accounted for as operating leases in conformity with IFRS and are not included in consolidated sales revenue to external customers in the Automobile business. Accordingly, they are not included in consolidated unit sales. |
* |
Source: Autodata |
* |
Source: ACEA (Association des Constructeurs Europeens d’Automobiles (the European Automobile Manufacturers’ Association)) New passenger car registrations cover 27 EU countries, three EFTA countries, and the U.K. |
*1 |
The total is based on Honda research and includes the following eight countries: Thailand, Indonesia, Malaysia, the Philippines, Vietnam, Taiwan, India, and Pakistan. |
*2 |
Source: CAAM (China Association of Automobile Manufacturers) |
*3 |
The total includes the following seven countries: Thailand, Indonesia, Malaysia, Vietnam, Taiwan, India, and Pakistan. |
* |
Source: ANFAVEA (Associação Nacional dos Fabricantes de Veiculos Automotores (the Brazilian Automobile Association)) The total includes passenger cars and light commercial vehicles. |
* |
OEM (Original Equipment Manufacturer) engines refer to engines installed on products sold under a third-party brand. |
Credit ratings for |
||||||||
Short-term
unsecured debt securities |
Long-term unsecured debt securities |
|||||||
Moody’s Investors Service |
P-2 |
A3 | ||||||
Standard & Poor’s Global Ratings |
A-2 |
A- | ||||||
Rating and Investment Information |
a-1+ |
AA |
Yen (millions) |
||||||||||||||||||||
Payments due by period |
||||||||||||||||||||
Total |
Within 1 year |
1-3
years |
3-5
years |
Thereafter |
||||||||||||||||
Financing liabilities |
¥ | 7,996,385 | ¥ | 3,410,145 | ¥ | 2,651,286 | ¥ | 1,423,700 | ¥ | 511,254 | ||||||||||
Other financial liabilities |
665,389 | 196,797 | 150,408 | 87,448 | 230,736 | |||||||||||||||
Purchase and other commitments *1
|
107,865 | 90,669 | 17,048 | 148 | — | |||||||||||||||
Contributions to defined benefit pension plans *2
|
44,301 | 44,301 | — | — | — | |||||||||||||||
Total |
¥ | 8,813,940 | ¥ | 3,741,912 | ¥ | 2,818,742 | ¥ | 1,511,296 | ¥ | 741,990 | ||||||||||
*1 |
Honda had commitments for purchases of property, plant and equipment as of March 31, 2023. |
*2 |
Since contributions beyond the next fiscal year are not currently determinable, contributions to defined benefit pension plans reflect only contributions expected for the next fiscal year. |
Name (Date of birth) |
Current Positions and Biographies with Registrant |
Term |
Number of Shares Owned |
|||||||
Chairman and Director |
||||||||||
Seiji Kuraishi |
Joined Honda Motor Co., Ltd. in April 1982 | *3 | 59,300 | |||||||
(July 10, 1958) |
Director, appointed in June 2010 |
|||||||||
Operating Officer and Director, appointed in April 2011 |
||||||||||
Operating Officer (resigned from position as Director), appointed in June 2011 |
||||||||||
President of Honda Motor (China) Technology Co., Ltd., appointed in November 2013 |
||||||||||
Managing Officer of the Company, appointed in April 2014 |
||||||||||
Senior Managing Officer, appointed in April 2016 |
||||||||||
Executive Vice President, Executive Officer and Representative Director, appointed in June 2016 |
||||||||||
Risk Management Officer, appointed in June 2016 |
||||||||||
Corporate Brand Officer, appointed in June 2016 |
||||||||||
Chief Operating Officer, appointed in April 2017 |
Name (Date of birth) |
Current Positions and Biographies with Registrant |
Term |
Number of Shares Owned |
|||||||
In Charge of Strategy, Business Operations and Regional Operations, appointed in April 2017 | ||||||||||
Executive Vice President and Representative Director, appointed in June 2017 |
||||||||||
Director in Charge of Strategy, Business Operations and Regional Operations, appointed in April 2019 |
||||||||||
Chief Officer for Automobile Operations, appointed in April 2019 |
||||||||||
Director, Executive Vice President and Representative Executive Officer, appointed in June 2021 |
||||||||||
Compensation Committee Member, appointed in June 2021 |
||||||||||
Chairman and Director, appointed in April 2022 (presently held) |
||||||||||
Chairman of the Board of Directors, appointed in April 2022 (presently held) |
Name (Date of birth) |
Current Positions and Biographies with Registrant |
Term |
Number of Shares Owned |
|||||||
Director and Representative Executive Officers |
||||||||||
Toshihiro Mibe (July 1, 1961) |
Joined Honda Motor Co., Ltd. in April 1987 | *3 | 25,500 | |||||||
Operating Officer, appointed in April 2014 |
||||||||||
Executive in Charge of Powertrain Business for Automobile Operations, appointed in April 2014 |
||||||||||
Head of Powertrain Production Supervisory Unit of Automobile Production for Automobile Operations, appointed in April 2014 |
||||||||||
Executive in Charge of Powertrain Business and Drivetrain Business for Automobile Operations, appointed in April 2015 |
||||||||||
Head of Drivetrain Business Unit in Automobile Production for Automobile Operations, appointed in April 2015 |
||||||||||
Senior Managing Officer and Director of Honda R&D Co., Ltd., appointed in April 2016 |
||||||||||
Managing Officer of the Company, appointed in April 2018 |
||||||||||
Executive Vice President and Director of Honda R&D Co., Ltd., appointed in April 2018 |
||||||||||
President and Representative Director of Honda R&D Co., Ltd., appointed in April 2019 |
||||||||||
In Charge of Intellectual Property and Standardization of the Company, appointed in April 2019 |
||||||||||
Senior Managing Officer, appointed in April 2020 |
||||||||||
In Charge of Mono-zukuri (Research & Development, Production, Purchasing, Quality, Parts, Service, Intellectual Property, Standardization and IT), appointed in April 2020 |
||||||||||
Risk Management Officer, appointed in April 2020 |
||||||||||
Senior Managing Director, appointed in June 2020 |
Name (Date of birth) |
Current Positions and Biographies with Registrant |
Term |
Number of Shares Owned |
|||||||
Director in Charge of Mono-zukuri (Research & Development, Production, Purchasing, Quality, Parts, Service, Intellectual Property, Standardization and IT), appointed in June 2020 |
||||||||||
President and Representative Director, appointed in April 2021 |
||||||||||
Chief Executive Officer, appointed in April 2021 (presently held) |
||||||||||
Director, President and Representative Executive Officer, appointed in June 2021 (presently held) |
||||||||||
Nominating Committee Member, appointed in June 2021 (presently held) |
Name (Date of birth) |
Current Positions and Biographies with Registrant |
Term |
Number of Shares Owned |
|||||||
Shinji Aoyama |
Joined Honda Motor Co., Ltd. in April 1986 | *3 | 35,900 | |||||||
(December 25, 1963) |
Operating Officer, appointed in April 2012 |
|||||||||
Chief Officer for Motorcycle Operations, appointed in April 2013 |
||||||||||
Operating Officer and Director, appointed in June 2013 |
||||||||||
Chief Officer for Regional Operations (Asia & Oceania), appointed in April 2017 |
||||||||||
President and Director of Asian Honda Motor Co., Ltd., appointed in April 2017 |
||||||||||
Operating Officer of the Company (resigned from position as Director), appointed in June 2017 |
||||||||||
Managing Officer, appointed in April 2018 |
||||||||||
Vice Chief Officer for Regional Operations (North America), appointed in April 2018 |
||||||||||
Senior Executive Vice President, Chief Operating Officer and Director of Honda North America, Inc., appointed in April 2018 |
||||||||||
Senior Executive Vice President, Chief Operating Officer and Director of American Honda Motor Co., Inc., appointed in April 2018 |
||||||||||
President, Chief Operating Officer and Director of Honda North America, Inc., appointed in November 2018 |
||||||||||
President, Chief Operating Officer and Director of American Honda Motor Co., Inc., appointed in November 2018 |
||||||||||
Chief Officer for Regional Operations (North America) of the Company, appointed in April 2019 |
||||||||||
President, Chief Executive Officer and Director of Honda North America, Inc., appointed in April 2019, |
||||||||||
President, Chief Executive Officer and Director of American Honda Motor Co., Inc., appointed in April 2019, |
||||||||||
Managing Officer in Charge of Electrification of the Company, appointed in July 2021 |
Name (Date of birth) |
Current Positions and Biographies with Registrant |
Term |
Number of Shares Owned |
|||||||
Managing Executive Officer, appointed in October 2021 |
||||||||||
Senior Managing Executive Officer, appointed in April 2022 |
||||||||||
Chief Officer for Business Development Operations, appointed in April 2022 |
||||||||||
Corporate Brand Officer, appointed in April 2022 |
||||||||||
Chief Officer for Automobile Operations, appointed in June 2022 |
||||||||||
Director, Senior Managing Executive Officer, appointed in June 2022 |
||||||||||
Director, Executive Vice President and Representative Executive Officer, appointed in April 2023 (presently held) |
||||||||||
Chief Operating Officer, appointed in April 2023 (presently held) |
||||||||||
Compensation Committee Member, appointed in April 2023 (presently held) |
||||||||||
Risk Management Officer, appointed in April 2023 (presently held) |
||||||||||
In Charge of Government and Industry Relations, appointed in April 2023 (presently held) |
Name (Date of birth) |
Current Positions and Biographies with Registrant |
Term |
Number of Shares Owned |
|||||||
Director, Senior Managing Executive Officer |
||||||||||
Noriya Kaihara |
Joined Honda Motor Co., Ltd. in April 1984 | *3 | 28,000 | |||||||
(August 4, 1961) |
General Manager and Automobile Quality Assurance Division, appointed in April 2012 |
|||||||||
Operating Officer, appointed in April 2013 |
||||||||||
Chief Quality Officer, appointed in April 2013 |
||||||||||
Operating Officer and Director, appointed in June 2013 |
||||||||||
Chief Officer for Customer Service Operations, appointed in April 2014 |
||||||||||
Head of Service Supervisory Unit for Automobile Operations, appointed in April 2014 |
||||||||||
Chief Officer for Customer First Operations, appointed in April 2016 |
||||||||||
Operating Officer (resigned from position as Director), appointed in June 2017 |
||||||||||
Managing Officer, appointed in April 2018 |
||||||||||
Chief Officer for Purchasing Operations, appointed in April 2018 |
||||||||||
Head of Business Supervisory Unit for Automobile Operations, appointed in April 2020 |
||||||||||
Chief Officer for Customer First Operations, appointed in April 2021 |
||||||||||
Risk Management Officer, appointed in April 2021 |
||||||||||
Managing Executive Officer, appointed in June 2021 |
||||||||||
Managing Officer, appointed in October 2021 |
||||||||||
Chief Officer for Regional Operations (North America), appointed in October 2021 (presently held) |
||||||||||
President, Chief Executive Officer and Director of American Honda Motor Co., Inc., appointed in October 2021 (presently held) |
||||||||||
Senior Managing Executive Officer of the Company, appointed in April 2023 |
||||||||||
Director, Senior Managing Executive Officer, appointed in June 2023 (presently held) |
Name (Date of birth) |
Current Positions and Biographies with Registrant |
Term |
Number of Shares Owned |
|||||||
Directors |
||||||||||
Asako Suzuki |
Joined Honda Motor Co., Ltd. in April 1987 | *3 | 23,800 | |||||||
(January 28, 1964) |
President of Dongfeng Honda Automobile Co., Ltd., appointed in April 2014 |
|||||||||
Operating Officer of the Company, appointed in April 2016 |
||||||||||
Vice Chief Officer for Regional Operations (Japan), appointed in April 2018 |
||||||||||
Chief Officer for Human Resources and Corporate Governance Operations, appointed in April 2019 |
||||||||||
Operating Executive, appointed in April 2020 |
||||||||||
Director, appointed in June 2021 (presently held) |
||||||||||
Full-time Audit Committee Member, appointed in June 2021 (presently held) |
||||||||||
Masafumi Suzuki |
Joined Honda Motor Co., Ltd. in April 1987 | *3 | 61,820 | |||||||
(April 23, 1964) |
General Manager of Regional Operation Planning Office for Regional Operations (Europe, CIS, the Middle & Near East and Africa), appointed in April 2012 |
|||||||||
General Manager of Accounting Division for Business Management Operations, appointed in April 2013 |
||||||||||
Director (Full-time Audit and Supervisory Committee Member), appointed in June 2017 |
||||||||||
Director, appointed in June 2021 (presently held) |
||||||||||
Full-time Audit Committee Member, appointed in June 2021 (presently held) |
Name (Date of birth) |
Current Positions and Biographies with Registrant |
Term |
Number of Shares Owned |
|||||||
Kunihiko Sakai (March 4, 1954) |
Public Prosecutor of Tokyo District Public Prosecutors’ Office, appointed in April 1979 |
*3 | 1,700 | |||||||
Superintending Prosecutor of Takamatsu High Public Prosecutors’ Office, appointed in July 2014 |
||||||||||
Superintending Prosecutor of Hiroshima High Public Prosecutors’ Office, appointed in September 2016 (resigned in March 2017) |
||||||||||
Registered with the Dai-Ichi Tokyo Bar Association in April 2017 |
||||||||||
Advisor Attorney to TMI Associates, appointed in April 2017 (presently held) |
||||||||||
Audit and Supervisory Board Member (Outside) of Furukawa Electric Co., Ltd., appointed in June 2018 (presently held) |
||||||||||
Director (Audit and Supervisory Committee Member) of the Company, appointed in June 2019 |
||||||||||
Director, appointed in June 2021 (presently held) |
||||||||||
Nominating Committee Member, appointed in June 2021 (presently held) |
||||||||||
Audit Committee Member, appointed in June 2021 (presently held) |
||||||||||
Fumiya Kokubu (October 6, 1952) |
Joined Marubeni Corporation in April 1975 | *3 | 1,200 | |||||||
President and CEO, Member of the Board of Marubeni Corporation, appointed in April 2013 |
||||||||||
Chairman of the Board of Marubeni Corporation, appointed in April 2019 (presently held) |
||||||||||
Outside Director of Taisei Corporation, appointed in June 2019 (presently held) |
||||||||||
Director of the Company, appointed in June 2020 (presently held) |
||||||||||
Nominating Committee Member (Chairperson), appointed in June 2021 (presently held) |
||||||||||
Compensation Committee Member, appointed in June 2021 (presently held) |
||||||||||
Chairman of Japan Machinery Center for Trade and Investment, appointed in May 2022 (presently held) |
||||||||||
Chairman of Japan Foreign Trade Council, Inc., appointed in May 2022 (presently held) |
Name (Date of birth) |
Current Positions and Biographies with Registrant |
Term |
Number of Shares Owned |
|||||||
Yoichiro Ogawa (February 19, 1956) |
Joined Tohmatsu & Aoki Audit Corporation (currently Deloitte Touche Tohmatsu LLC) in October 1980 | *3 | 700 | |||||||
Registered as Japanese Certified Public Accountant in March 1984 |
||||||||||
Deputy CEO of Deloitte Touche Tohmatsu LLC, appointed in October 2013 |
||||||||||
Deputy CEO of Tohmatsu Group (currently Deloitte Tohmatsu Group), appointed in October 2013 |
||||||||||
Global Managing Director for Asia Pacific of Deloitte Touche Tohmatsu Limited (United Kingdom), appointed in June 2015 (resigned in May 2018) |
||||||||||
CEO of Deloitte Tohmatsu Group, appointed in July 2015 |
||||||||||
Senior Advisor of Deloitte Tohmatsu Group, appointed in June 2018 (resigned in October 2018) |
||||||||||
Founder of Yoichiro Ogawa CPA Office in November 2018 (presently held) | ||||||||||
Outside Audit & Supervisory Board Member of Recruit Holdings Co., Ltd., appointed in June 2020 (presently held) |
||||||||||
Director of the Company, appointed in June 2021 (presently held) |
||||||||||
Audit Committee Member (Chairperson), appointed in June 2021 (presently held) |
||||||||||
Compensation Committee Member, appointed in June 2021 (presently held) |
Name (Date of birth) |
Current Positions and Biographies with Registrant |
Term |
Number of Shares Owned |
|||||||
Kazuhiro Higashi (April 25, 1957) |
Joined Resona Group in April 1982 | *3 | 700 | |||||||
Director, President and Representative Executive Officer of Resona Holdings, Inc., appointed in April 2013 |
||||||||||
Representative Director, President and Executive Officer of Resona Bank, Limited, appointed in April 2013 |
||||||||||
Chairman of Osaka Bankers Association, appointed in June 2013 (resigned in June 2014) |
||||||||||
Chairman of the Board, President, and Representative Director of Resona Bank, Limited, appointed in April 2017 |
||||||||||
Chairman of Osaka Bankers Association, appointed in June 2017 (resigned in June 2018) |
||||||||||
Chairman of the Board, President, Representative Director and Executive Officer of Resona Bank, Limited, appointed in April 2018 |
||||||||||
Chairman and Director of Resona Holdings, Inc., appointed in April 2020 (resigned in June 2022) |
||||||||||
Chairman and Director of Resona Bank, Limited, appointed in April 2020 (resigned in June 2022) |
||||||||||
Outside Director of Sompo Holdings, Inc., appointed in June 2020 (presently held) |
||||||||||
Director of the Company, appointed in June 2021 (presently held) |
||||||||||
Nominating Committee Member, appointed in June 2021 (presently held) |
||||||||||
Compensation Committee Member (Chairperson), appointed in June 2021 (presently held) |
||||||||||
Senior Advisor of Resona Holdings, Inc., appointed in June 2022 (presently held) |
||||||||||
Senior Advisor of Resona Bank, Limited., appointed in June 2022 (presently held) |
Name (Date of birth) |
Current Positions and Biographies with Registrant |
Term |
Number of Shares Owned |
|||||||
Ryoko Nagata (July 14, 1963) |
Joined Japan Tobacco Inc. in April 1987 | *3 | 700 | |||||||
Executive Officer of Japan Tobacco Inc., appointed in June 2008 |
||||||||||
Standing Audit & Supervisory Board Member of Japan Tobacco Inc., appointed in March 2018 (resigned in March 2023) |
||||||||||
Director of the Company, appointed in June 2021 (presently held) |
||||||||||
Audit Committee Member, appointed in June 2021 (presently held) |
||||||||||
External Corporate Auditor of Medley, Inc., appointed in March 2023 (presently held) |
*1 | Effective on June 23, 2021, Honda adopted the Three Committees system under the Company Law. |
*2 | Directors Mr. Kunihiko Sakai, Mr. Fumiya Kokubu, Mr. Yoichiro Ogawa, Mr. Kazuhiro Higashi, and Ms. Ryoko Nagata are Outside Directors. |
*3 | The term of office of a Director is until at the close of the ordinary general meeting of shareholders of the fiscal year ending March 31, 2024 after his/her election to office at the close of the ordinary general meeting of shareholders on June 21, 2023. |
Director’s Name |
Nominating Committee |
Audit Committee |
Compensation Committee |
|||
Toshihiro Mibe | ○ |
|||||
Shinji Aoyama | ○ |
|||||
Asako Suzuki | ○ |
|||||
Masafumi Suzuki | ○ |
|||||
Kunihiko Sakai | ○ |
○ |
||||
Fumiya Kokubu | · |
○ |
||||
Yoichiro Ogawa | · |
○ |
||||
Kazuhiro Higashi | ○ |
· |
||||
Ryoko Nagata | ○ |
Name (Date of birth) |
Current Positions and Biographies with Registrant |
Term |
Number of Shares Owned |
|||||||
Senior Managing Executive Officers |
||||||||||
Katsushi Inoue (October 22, 1963) |
Joined Honda Motor Co., Ltd. in April 1986 | *4 | 19,200 | |||||||
President and Chief Executive Officer of Honda Cars India Ltd., appointed in April 2015 |
||||||||||
Operating Officer of the Company, appointed in April 2016 |
||||||||||
Chief Officer for Regional Operations (Europe), appointed in April 2016 |
||||||||||
President and Director of Honda Motor Europe Ltd., appointed in April 2016 |
||||||||||
Managing Officer of the Company, appointed in April 2020 |
||||||||||
Chief Officer for Regional Operations (China), appointed in April 2020 |
||||||||||
President of Honda Motor (China) Investment Co., Ltd., appointed in April 2020 |
||||||||||
President of Honda Motor (China) Technology Co., Ltd., appointed in April 2020 |
||||||||||
Senior Managing Executive Officer of the Company, appointed in April 2023 (presently held) |
||||||||||
Chief Officer for Electrification Business Development Operations, appointed in April 2023 (presently held) |
Name (Date of birth) |
Current Positions and Biographies with Registrant |
Term |
Number of Shares Owned |
|||||||
Managing Executive Officers |
||||||||||
Mitsugu Matsukawa (May 9, 1962) |
Joined Honda Motor Co., Ltd. in April 1985 | *4 | 38,300 | |||||||
General Manager of Hamamatsu Factory for Production Operations, appointed in April 2010 |
||||||||||
Operating Officer, appointed in April 2012 |
||||||||||
Vice President of Honda Motor (China) Investment Co., Ltd., appointed in April 2012 |
||||||||||
Head of Drivetrain Supervisory Unit in Automobile Production Oversight Unit for Automobile Operations of the Company, appointed in April 2013 |
||||||||||
Head of Drivetrain Business Unit in Automobile Production for Automobile Operations, appointed in April 2014 |
||||||||||
Chief Officer for IT Operations, appointed in April 2015 |
||||||||||
Head of Supply Chain Management Supervisory Unit in Automobile Production for Automobile Operations, appointed in April 2015 |
||||||||||
Head of Production Planning Supervisory Unit for Production Operations, appointed in April 2016 |
||||||||||
Executive in Charge of Strategy, New Model and Supply Chain Management for Production Operations, appointed in April 2017 |
||||||||||
Executive Vice President and Director of Honda of America Mfg., Inc., appointed in June 2018 |
||||||||||
Managing Officer of the Company, appointed in April 2019 |
||||||||||
President and Director of Honda of America Mfg., Inc., appointed in April 2019 |
||||||||||
President and Director for Honda Development & Manufacturing of America, LLC, appointed in April 2021 (presently held) |
||||||||||
Managing Executive Officer of the Company, appointed in April 2023 (presently held) |
Name (Date of birth) |
Current Positions and Biographies with Registrant |
Term |
Number of Shares Owned |
|||||||
Noriaki Abe |
Joined Honda Motor Co., Ltd. in April 1986 | *4 | 21,500 | |||||||
(October 8, 1962) |
Operating Officer, appointed in April 2014 |
|||||||||
Chief Officer for Regional Operations (Asia & Oceania), appointed in April 2014 |
||||||||||
President and Director of Asian Honda Motor Co., Ltd., appointed in April 2014 |
||||||||||
President and Director of Honda Automobile (Thailand) Co., Ltd., appointed in April 2014 |
||||||||||
Chief Officer for Motorcycle Operations of the Company, appointed in April 2017 |
||||||||||
Managing Officer, appointed in April 2019 |
||||||||||
Chief Officer for Regional Operations (Japan), appointed in April 2021 |
||||||||||
Chief Officer for Traffic Safety Promotion Operations, appointed in April 2021 (presently held) |
||||||||||
Managing Executive Officer, appointed in June 2021 (presently held) |
||||||||||
Risk Management Officer, appointed in October 2021 |
||||||||||
Compliance Officer, appointed in April 2022 (presently held) |
||||||||||
Chief Officer for Motorcycle and Power Products Operations, appointed in April 2023 (presently held) |
Name (Date of birth) |
Current Positions and Biographies with Registrant |
Term |
Number of Shares Owned |
|||||||
Keiji Ohtsu |
Joined Honda R&D Co., Ltd. in April 1983 | *4 | 17,600 | |||||||
(July 7, 1964) |
Operating Officer of Honda R&D Co., Ltd., appointed in April 2013 |
|||||||||
Managing Officer of Honda R&D Co., Ltd., appointed in April 2014 |
||||||||||
Operating Officer of the Company, appointed in April 2018 |
||||||||||
Chief Quality Officer, appointed in April 2018 |
||||||||||
Operating Executive, appointed in April 2020 |
||||||||||
Chief Officer for Quality Innovation Operations, appointed in April 2020 |
||||||||||
In Charge of Certification & Regulation Compliance Division, appointed in April 2020 |
||||||||||
In Charge of Quality & Compliance Audit Division, appointed in April 2020 |
||||||||||
Managing Officer, appointed in April 2021 |
||||||||||
President and Representative Director of Honda R&D Co., Ltd., appointed in April 2021 (presently held) |
||||||||||
Managing Executive Officer of the Company, appointed in June 2021 (presently held) |
Name (Date of birth) |
Current Positions and Biographies with Registrant |
Term |
Number of Shares Owned |
|||||||
Masayuki Igarashi |
Joined Honda Motor Co., Ltd. in April 1988 |
*4 | 27,100 | |||||||
(July 6, 1963) |
Director of Asian Honda Motor Co., Ltd., appointed in April 2014 |
|||||||||
Operating Officer of the Company, appointed in April 2015 |
||||||||||
Chief Operating Officer for Power Product Operations, appointed in April 2015 |
||||||||||
Operating Officer and Director, appointed in June 2015 |
||||||||||
Executive Vice President and Director of Honda North America, Inc., appointed in April 2017 |
||||||||||
Executive Vice President and Director of American Honda Motor Co., Inc., appointed in April 2017 |
||||||||||
Operating Officer of the Company, appointed in June 2017 |
||||||||||
Chief Officer for Regional Operations (Asia & Oceania), appointed in April 2018 |
||||||||||
President and Chief Executive Officer of Asian Honda Motor Co., Ltd., appointed in April 2018 |
||||||||||
Operating Executive of the Company, appointed in April 2020 |
||||||||||
Managing Officer, appointed in April 2022 |
||||||||||
Managing Executive Officer, appointed in April 2023 (presently held) |
||||||||||
Chief Officer for Regional Operations (China), appointed in April 2023 (presently held) |
||||||||||
President of Honda Motor (China) Investment Co., Ltd., appointed in April 2023 (presently held) |
||||||||||
President of Honda Motor (China) Technology Co., Ltd., appointed in April 2023 (presently held) |
Name (Date of birth) |
Current Positions and Biographies with Registrant |
Term |
Number of Shares Owned |
|||||||
Kensuke Oe |
Joined Honda Motor Co., Ltd. in April 1990 |
*4 | 3,000 | |||||||
(May 11, 1967) |
In charge of Manufacturing of Honda Canada Inc., appointed in April 2018 |
|||||||||
Operating Executive of the Company, appointed in April 2020 |
||||||||||
General Manager of Saitama Factory in Production Supervisory Unit for Automobile Operations, appointed in April 2020 |
||||||||||
Head of Production Engineering Supervisory Unit in Mono-zukuri Center for Automobile Operations, appointed in April 2021 |
||||||||||
Managing Officer, appointed in April 2022 |
||||||||||
Head of Production Unit for Automobile Operations, appointed in April 2022 (presently held) |
||||||||||
Managing Executive Officer, appointed in April 2023 (presently held) |
||||||||||
Taro Kobayashi |
Joined Honda Motor Co., Ltd. in April 1990 |
*4 | 5,800 | |||||||
(October 17, 1966) |
Head of Regional Unit (Africa and the Middle & East), appointed in April 2018 |
|||||||||
Operating Officer, appointed in April 2019 |
||||||||||
Executive in Charge of Automobile Sales for Automobile Operations, appointed in April 2019 |
||||||||||
Operating Executive, appointed in April 2020 |
||||||||||
Head of Sales Supervisory Unit for Automobile Operations, appointed in April 2020 |
||||||||||
Head of Business Supervisory Unit for Automobile Operations, appointed in April 2021 |
||||||||||
Vice Chief Officer for Automobile Operations, appointed in June 2022 |
||||||||||
Managing Executive Officer, appointed in April 2023 (presently held) |
||||||||||
Chief Officer for Automobile Operations, appointed in April 2023 (presently held) |
||||||||||
Chief Officer for Regional Operations (Associated Regions), appointed in April 2023 (presently held) |
Name (Date of birth) |
Current Positions and Biographies with Registrant |
Term |
Number of Shares Owned |
|||||||
Manabu Ozawa |
Joined Honda Motor Co., Ltd. in April 1989 |
*4 | 3,000 | |||||||
(May 12, 1965) |
Managing Director of Honda R&D Co., Ltd., appointed in April 2019 |
|||||||||
Operating Executive of the Company, appointed in April 2020 |
||||||||||
Head of Corporate Planning Supervisory Unit, appointed in April 2020 |
||||||||||
Director for Honda Innovation Inc., appointed in April 2020 |
||||||||||
Managing Executive Officer of the Company, appointed in April 2023 (presently held) |
||||||||||
Chief Officer for Corporate Strategy Operations, appointed in April 2023 (presently held) |
||||||||||
Hironao Ito |
Joined Honda Motor Co., Ltd. in April 1989 |
*4 | 3,000 | |||||||
(December 27, 1966) |
Managing Director of Honda R&D Co., Ltd., appointed in April 2019 |
|||||||||
Operating Executive of the Company, appointed in April 2020 |
||||||||||
Head of Digital Transformation Supervisory Unit, appointed in April 2020 |
||||||||||
Head of IT Operations, appointed in April 2021 |
||||||||||
Head of Digital Supervisory Unit, appointed in April 2022 |
||||||||||
Deputy General Manager of Mono-zukuri Center for Automobile Operations, appointed in April 2022 |
||||||||||
Vice Chief Officer for Automobile Operations, appointed in June 2022 |
||||||||||
Managing Executive Officer, appointed in April 2023 (presently held) |
||||||||||
Head of BEV Development Center for Electrification Business Development Operations, appointed in April 2023 (presently held) |
||||||||||
Head of Automobile Development Center for Automobile Operations, appointed in April 2023 (presently held) |
||||||||||
Director of Honda R&D Co., Ltd., appointed in April 2023 (presently held) |
Name (Date of birth) |
Current Positions and Biographies with Registrant |
Term |
Number of Shares Owned |
|||||||
Executive Officer |
||||||||||
Eiji Fujimura (September 1, 1970) |
Joined Honda Motor Co., Ltd. in April 1993 |
*4 | 3,000 | |||||||
General Manager of Regional Operation Planning Division for Regional Operations (North America), appointed in April 2019 |
||||||||||
Operating Executive, appointed in April 2021 |
||||||||||
Chief Officer for Business Management Operations, appointed in April 2021 |
||||||||||
Head of Accounting and Finance Supervisory Unit, appointed in April 2022 |
||||||||||
Executive Officer, appointed in April 2023 (presently held) |
||||||||||
Chief Financial Officer, appointed in April 2023 (presently held) |
||||||||||
Chief Officer for Corporate Management Operations, appointed in April 2023 (presently held) |
*4 | The term of office of an Executive Officer is until at the close of the first Board of Directors meeting held after the ordinary general meeting of shareholders of the fiscal year ending March 31, 2024 after his/her appointment to office. |
*5 | The Company abolished the Operating Officer System as of April 1, 2023 and integrated the position of Operating Officer with the position of Executive Officer, which is an officer under the Company Law, to further clarify the execution responsibility. “Operating Officer” under the operating officer system was not a statutory position under the Company Law and did not conform to the definition of “Directors and Senior Management” as defined in Form 20-F. |
*6 | The Company introduced the Operating Executive position effective April 1, 2020, with the aim of advancing its corporate executive structure and enabling the Company to address changes in the business environment with greater speed and flexibility. Operating Executives will engage in company operations, with responsibility for business execution in their respective areas under the direction and supervision of management. Operating Executives are not statutory positions under the Company Law and do not conform to the definition of “Directors and Senior Management” as defined in Form 20-F. |
1. | The Company’s remuneration structure for Directors and Executive Officers is designed to motivate officers to contribute to the improvement of the Company’s business performance not only over the short-term, but also over the mid- to long-term, so that the Company can continuously enhance its corporate value, and it consists of monthly remuneration, a fixed amount paid each month as remuneration for the execution of duties, STI (Short Term Incentive) based on business performance for the relevant fiscal year, and LTI (Long Term Incentive) based on the mid- to long-term business performance. |
2. | Monthly remuneration shall be paid as a fixed amount each month based on remuneration standards resolved by the Compensation Committee. |
3. | STI shall be determined and paid by resolution of the Compensation Committee, taking into consideration the business performance of each fiscal year. |
4. | Based on standards and procedures approved by the Compensation Committee, LTI is based on the mid- to long-term performance and paid in the form of the Company’s shares and cash, in order to function as a sound incentive for sustainable growth. |
5. | Remuneration paid to Directors who concurrently serve as Executive Officers and Executive Officers shall consist of monthly remuneration, STI and LTI, and the composition rate shall be determined based on the remuneration standards resolved by the Compensation Committee. The composition ratio of variable compensation is increased according to the weight of management responsibility attributed to each position. |
6. | Remuneration paid to Outside Directors and other Directors who do not concurrently serve as Executive Officers shall consist only of monthly remuneration. |
7. | In order to advance the Company’s sustainable growth and enhance its corporate value over the mid-to long-term by achieving the management from the perspective of shareholders through having a shareholding in the Company, even Directors and Executive Officers who are not eligible for LTI shall acquire the Company’s stock by contributing a certain portion of their remuneration to the Officers Shareholding Association. |
8. | Directors and Executive Officers shall continuously hold, throughout their term of office and for one year after their retirement, any stock of the Company acquired as LTI or acquired through the Officers Shareholding Association. |
1. | Outline of remuneration system for Executive Officers |
Type of remuneration |
Based on performance |
Fluctuation |
Payment method |
Payment timing |
Remuneration composition ratio (When STI/LTI are paid at the base amount) |
|||||||||||||
President and Executive Officer |
Executive Vice President and Executive Officer |
Senior Managing Executive Officer |
Managing Executive Officer |
Executive Officer |
||||||||||||||
Monthly remuneration |
Fixed | — | Cash | Monthly | 25% | 40% | 50% | |||||||||||
STI |
Short-term performance-based remuneration |
0 to 180% | Cash | Annually | 25% | 30% | 25% | |||||||||||
LTI |
Medium- to long-term performance-based remuneration | 50 to 150% | Stock | Three years after the annual stock points are granted with restriction on transfer until retirement | 50% | 30% | 25% |
2. | Monthly remuneration |
3. | STI |
KPIs (Consolidated accounting) |
Evaluation method |
Weight of each KPI |
||
Operating profit margin | Degree of achievement of targets | 50% | ||
Profit attributable to owners of the parent | 50% |
KPIs |
Evaluation method |
Weight of each KPI |
||
Individual targets set according to role | Degree of achievement of individual targets | 100% |
STI payment |
= |
Standard STI |
x |
Company’s performance coefficient |
x |
Individual performance coefficient |
4. | LTI |
KPIs |
Evaluation method |
Weight |
Fluctuation |
|||||
Financial indicators | Consolidated operating profit margin | Evaluated based on growth over the past three fiscal years |
35% | 50 to 150% | ||||
Consolidated profit before income taxes | 35% | |||||||
Non-financial indicators |
Brand value | Evaluated based on degree of achievement of targets |
30% | |||||
SRI index | ||||||||
Associate Engagement |
* |
Non-financial indicators are evaluated based on the following indicators: |
- | Brand value: Survey of motorcycle/automobile/power products businesses by a third-party research firm |
- | SRI index: Dow Jones Sustainability World Index |
- | Associate Engagement: Survey of employee activeness in each region by a third-party research firm |
- | Basic policies and annual activity plans |
- | Compensation evaluation for Directors and Executive Officers |
- | LTI and share delivery rules |
Fixed remuneration |
Performance-based remuneration |
Total |
||||||||||||||||||||||||||
Remuneration |
STI |
LTI |
||||||||||||||||||||||||||
Number of persons |
Yen (millions) |
Number of persons |
Yen (millions) |
Number of persons |
Yen (millions) |
Yen (millions) |
||||||||||||||||||||||
Directors excluding Outside Directors |
4 | ¥ | 288 | — | ¥ | — | 1 | ¥ | 3 | ¥ | 291 | |||||||||||||||||
Outside Directors |
5 | 90 | — | — | — | — | 90 | |||||||||||||||||||||
Executive Officers |
6 | 301 | 6 | 229 | 6 | 283 | 813 | |||||||||||||||||||||
Total |
15 | ¥ | 679 | 6 | ¥ | 229 | 7 | ¥ | 286 | ¥ | 1,194 | |||||||||||||||||
* |
Directors excluding Outside Directors do not include three directors who concurrently serve as Executive Officers. |
Type of trust |
An individually-operated specified trust of money other than cash trust (third party beneficiary trust) |
Purpose of trust |
To further enhance mindfulness of Executive Officers Etc. toward contributing to the sustained improvement of corporate value of the Company over the mid- to long-term |
Trustor |
The Company |
Trustee |
Mitsubishi UFJ Trust and Banking Corporation |
Beneficiaries |
Executive Officers Etc. who satisfy the beneficiary requirements |
Trust administrator |
A third party which has no interests in the Company (a certified public accountant) |
Date of trust agreement |
August 20, 2018 |
Period of trust |
From August 20, 2018 to August 31, 2024 |
Exercise of voting rights of Company shares |
None |
Class of shares acquired |
Common shares of the Company |
Amount of trust money added at the time of the trust period extension |
1,975 million yen (including trust fees and trust expenses) |
Timing of acquisition of shares |
August 20, 2021 |
Method of acquisition of shares |
Acquisition from stock market |
Holder of vested rights |
The Company |
Residual assets |
The residual assets that the Company can obtain as a holder of vested rights shall be included in the trust expenses reserve |
Total |
Motorcycle Business |
Automobile Business |
Financial Services Business |
Power Products and Other Businesses |
||||
211,374 |
46,255 | 153,413 | 2,385 | 9,321 | ||||
Total |
Motorcycle Business |
Automobile Business |
Financial Services Business |
Power Products and Other Businesses |
||||
204,035 |
46,448 | 146,092 | 2,321 | 9,174 | ||||
Total |
Motorcycle Business |
Automobile Business |
Financial Services Business |
Power Products and Other Businesses |
||||
197,039 |
45,813 | 139,999 | 2,340 | 8,887 | ||||
Total |
Motorcycle Business |
Automobile Business |
Financial Services Business |
Power Products and Other Businesses |
||||
25,249 |
11,433 | 11,212 | 63 | 2,541 | ||||
Title of Class |
Amount Owned |
% of Class |
||
Common Stock | 380,820 shares | 0.023% |
Name |
Shares owned (thousands) |
Ownership (%) |
||||||
The Master Trust Bank of Japan, Ltd. (Trust Account) |
260,025 | 15.6 | ||||||
Moxley & Co. LLC* |
116,835 | 7.0 | ||||||
Custody Bank of Japan, Ltd. (Trust Account) |
103,468 | 6.2 |
* | Moxley & Co., LLC is the nominee of JPMorgan Chase Bank, N.A., which acts as the Depositary for the Honda’s ADSs. |
Resolution of the Board of Directors |
Resolution of the Board of Directors |
|||||||
November 9, 2022 |
May 11, 2023 |
|||||||
Dividend per Share of Common Stock (yen) |
60.00 | 60.00 | ||||||
Total Amount of Dividends (millions of yen) |
102,219 | 99,915 |
• | Manufacture, sale, lease and repair of motor vehicles, ships and vessels, aircraft and other transportation machinery and equipment. |
• | Manufacture, sale, lease and repair of prime movers, agricultural machinery and appliances, generators, processing machinery and other general machinery and apparatus, electric machinery and apparatus and precision machinery and apparatus. |
• | Manufacture and sale of fiber products, paper products, leather products, lumber products, rubber products, chemical industry products, ceramic products, metal products and other products. |
• | Overland transportation business, marine transportation business, air transportation business, warehousing business, travel business and other transport business and communication business. |
• | Sale of sporting goods, articles of clothing, stationery, daily sundries, pharmaceuticals, drink and foodstuffs and other goods. |
• | Financial business, nonlife insurance agency business, life insurance agency business, construction business including building construction work and real estate business, including real estate brokerage. |
• | Publishing business, advertising business, translation business, interpretation business, management consultancy business, information services including information processing, information communication and information provision, industrial planning and design, comprehensive security business and labor dispatch services. |
• | Management of parking garages, driving schools, training and education facilities, racecourses, recreation grounds, sporting facilities, marina facilities, hotels, restaurants and other facilities. |
• | Electricity generation and supply and sale of electricity. |
• | Manufacture, sale and licensing of equipment, parts and supplies and all other relevant business activities and investments relating to each of the foregoing items. |
• | the overall tax consequences of the acquisition, ownership and disposition of shares or ADSs, including specifically the tax consequences under Japanese law; |
• | the laws of the jurisdiction of which they are resident; and |
• | any tax treaty between Japan and their country of residence. |
• | at least 75% of Honda’s gross income for the taxable year is passive income; or |
• | at least 50% of the value, determined on the basis of a quarterly average, of Honda’s assets is attributable to assets that produce or are held for the production of passive income. |
• | any gain it realizes on the sale or other disposition of its shares or ADSs; and |
• | any excess distribution that Honda makes to the U.S. holder (generally, any distributions to it during a single taxable year that are greater than 125% of the average annual distributions received by it in respect of the shares or ADSs during the three preceding taxable years or, if shorter, its holding period for the shares or ADSs). |
• | the gain or excess distribution will be allocated ratably over the U.S. holder’s holding period for the shares or ADSs, |
• | the amount allocated to the taxable year in which it realized the gain or excess distribution will be taxed as ordinary income, |
• | the amount allocated to each prior year, with certain exceptions, will be taxed at the highest tax rate in effect for that year, and |
• | the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such year. |
Category (as defined by SEC) |
Depositary Actions |
Associated Fee |
||
(a) Depositing or substituting the underlying shares |
Each person to whom ADRs are issued against deposits of Shares, including without limitation, deposits and issuances in respect of: • Share distributions, stock split, rights, merger • Exchange of securities or any other transaction or event or other distribution affecting the ADSs or the deposited securities |
USD 5.00 for each 100 ADSs (or portion thereof) evidenced by the new ADRs delivered | ||
(b) Receiving or distributing dividends | Any Cash distribution made, or for any elective cash/ stock dividend offered. | USD 0.05 or less per ADS | ||
(c) Selling or exercising rights | Distribution or sale of securities, the fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities | USD 5.00 for each 100 ADSs (or portion thereof) | ||
(d) Withdrawing an underlying security |
Acceptance of ADRs surrendered for withdrawal of deposited securities |
USD 5.00 for each 100 ADSs (or portion thereof) evidenced by the ADRs surrendered | ||
(e) Transferring, splitting or grouping receipts |
Transfers, combining or grouping of depositary receipts |
Not applicable | ||
(f) General depositary services, particularly those charged on an annual basis | Services performed by the depositary in administering the ADSs | An aggregate fee of USD 0.05 or less per ADS per calendar year (or portion thereof) which fee may be charged on a periodic basis during each calendar year and shall be assessed against holders as of the record date or record dates set by the depositary during each calendar year and shall be payable at the sole discretion of the depositary by billing such holders or by deducting such charge from one or more cash dividends or other cash distributions |
Category |
Depositary Actions |
Associated Fee | ||
(g) Expenses of the depositary | Expenses incurred on behalf of holders in connection with | |||
• The servicing of the shares or other deposited securities, the sale of securities (including, without limitation, deposited securities), the delivery of deposited securities or otherwise in connection with the depositary’s or its custodian’s compliance with applicable law, rule or regulation. |
Fees for the reimbursement of such fees, charges and expenses may be charged on a periodic basis during each calendar year and shall be assessed on a proportionate basis against holders as of the record date or record dates set by the depositary during each calendar year and shall be payable at the sole discretion of the depositary by billing such holders or by deducting such charge from one or more cash dividends or other cash distributions. | |||
• Stock transfer or other taxes and other governmental charges. |
Fees for such charges to be payable by the holders or persons depositing shares. | |||
• SWIFT, cable, telex and facsimile transmission and delivery charges incurred at the request of persons depositing, or holders delivering shares, ADSs or deposited securities. |
Fees for such charges to be payable by the persons depositing or holders delivering shares, ADSs or deposited securities. | |||
• Transfer or registration fees for the registration or transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities. |
Fees for such charges to be payable by the persons depositing shares or holders withdrawing deposited securities. | |||
• In connection with the conversion of foreign currency into U.S. dollars, transferring foreign currency or U.S. dollars to the United States, obtaining any approval or license of any governmental authority required for such conversion or transfer or making any sale. |
To be deducted from cash distributed to holders. |
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Audit Fees |
¥ | 4,394 | ¥ | 5,295 | ||||
Audit-Related Fees |
136 | 153 | ||||||
All Other Fees |
11 | 11 | ||||||
|
|
|
|
|||||
Total |
¥ | 4,541 | ¥ | 5,459 | ||||
|
|
|
|
Period |
(a) Total Number of Shares Purchased*1 |
(b) Average Price Paid per Share |
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
(d) Maximum Yen Amount of Shares that May Yet Be Purchased Under the Plans or Programs*2 |
||||||||||||
April 1 to April 30, 2022 |
102 |
¥ |
3,446 |
— |
— |
|||||||||||
May 1 to May 31, 2022 |
176 |
¥ |
3,203 |
— |
— |
|||||||||||
June 1 to June 30, 2022 |
578 |
¥ |
3,286 |
— |
— |
|||||||||||
July 1 to July 31, 2022 |
134 |
¥ |
3,229 |
— |
— |
|||||||||||
August 1 to August 31, 2022 |
3,827,114 |
¥ |
3,658 |
3,827,000 |
86,000,264,500 |
|||||||||||
September 1 to September 30, 2022 |
4,158,706 |
¥ |
3,607 |
4,158,500 |
71,000,014,700 |
|||||||||||
October 1 to October 31, 2022 |
7,345,838 |
¥ |
3,267 |
7,345,700 |
47,000,312,900 |
|||||||||||
November 1 to November 30, 2022 |
4,493,566 |
¥ |
3,338 |
4,493,400 |
32,000,470,600 |
|||||||||||
December 1 to December 31, 2022 |
6,892,799 |
¥ |
3,192 |
6,892,600 |
10,000,315,800 |
|||||||||||
January 1 to January 31, 2023 |
3,222,770 |
¥ |
3,103 |
3,222,700 |
156,300 |
|||||||||||
February 1 to February 28, 2023 |
6,684,972 |
¥ |
3,440 |
6,684,800 |
47,002,057,700 |
|||||||||||
March 1 to March 31, 2023 |
9,746,983 |
¥ |
3,488 |
9,746,900 |
13,005,290,300 |
|||||||||||
|
|
|
|
|
|
|||||||||||
Total |
46,373,738 |
¥ |
3,386 |
46,371,600 |
||||||||||||
|
|
|
|
|
|
*1 |
For each month, the number of shares shown in column (a) in excess of the number of shares shown in column (c) represents the aggregate number of shares representing less than one unit that Honda purchased from the holders thereof upon their request. For an explanation of the right of such holders, see “Japanese Unit Share System” and “Right of a Holder of Shares Representing Less Than One Voting Unit to Require Honda to Purchase or Sell Its Shares” under Item 10.B of this Annual Report. Total number of shares purchased does not include purchases of BIP trust. |
*2 |
During the year ended March 31, 2023, the following share repurchase programs were in effect: |
Share repurchase was resolved at the meeting of the Board of Directors pursuant to the articles of incorporation |
Date of announcement: August 10, 2022 |
Maximum number of shares authorized to be repurchased: 32,000,000 |
Maximum yen amount authorized to be used for repurchase: ¥100,000,000,000 |
Repurchase period: from August 12, 2022 to March 31, 2023 |
Share repurchase was resolved at the meeting of the Board of Directors pursuant to the articles of incorporation |
Date of announcement: February 10, 2023 |
Maximum number of shares authorized to be repurchased: 25,000,000 |
Maximum yen amount authorized to be used for repurchase: ¥70,000,000,000 |
Repurchase period: from February 13, 2023 to April 30, 2023 |
Corporate Governance Practices Followed by NYSE-listed U.S. Companies |
Corporate Governance Practices Followed by Honda | |
A NYSE-listed U.S. company must have a majority of directors meeting the independence requirements under Section 303A of the NYSE Listed Company Manual. |
Honda has adopted a “company with three committees” corporate governance system (the “Three Committees system”) under the Company Law. | |
For Japanese companies which employ the Three Committees system, including Honda, the Company Law requires that such companies have a board of directors and one or more executive officers, and within the board of directors, a nominating committee (the “Nominating Committee”), an audit committee (the “Audit Committee”), and a compensation committee (the “Compensation Committee”) shall be established. Each of these committees shall consist of three or more directors, a majority of which shall be “outside directors” as defined below. Honda’s Articles of Incorporation provides for its Board of Directors consisting of no more than 15 members. Honda currently has eleven Directors (including five Outside Directors) and ten Executive Officers. The Nominating Committee has four members, of which three are Outside Directors. The Audit Committee has five members, of which three are Outside Directors. The Compensation Committee has four members, of which three are Outside Directors. Under the Company Law, the members of three committees are elected by the resolutions of the board of directors. In addition, Honda’s regulations of each of the three committees provide that the chairperson of each committee shall be elected from the Outside Directors who are members of the relevant committee by the resolution of the Board of Directors. | ||
“Outside director” is defined as a director who meets all of the following independence requirements: the relevant person must be (1) a person who is not an |
Corporate Governance Practices Followed by NYSE-listed U.S. Companies |
Corporate Governance Practices Followed by Honda | |
executive director, executive officer, manager or any other employee of the company or any of its subsidiaries and has not been in such position for ten years prior to the assumption of office; (2) if the relevant person assumed an office of a non-executive director, accounting councilor or corporate auditor of the company or any of its subsidiaries during the ten years mentioned in (1) above, a person who had not been an executive director, executive officer, manager or any other employee of the company or any of its subsidiaries for further ten years prior to the assumption of such office; (3) a person who is not a director, corporate auditor, executive officer, manager or any other employee of the parent company or who is not a natural person controlling the company; (4) a person who is not an executive director, executive officer, manager or any other employee of a company which is controlled by the parent company or by the natural person controlling the company; and (5) a person who is not a spouse or one of a certain kinds of relatives of (a) a director, executive officer, manager or any other important employee of the company or (b) the natural person controlling the company. Companies which employ the Three Committees system, including Honda shall have at least two “outside directors”. | ||
In addition, the listing rules of the Tokyo Stock Exchange, which Honda is subject to (but reference to “corporate auditor” below is not applicable to Honda), require listed companies to have at least one “independent” director or corporate auditor, and to make efforts to have at least one “independent” director. Requirements for an independent director/corporate auditor are more stringent than those for outside directors or outside corporate auditors. Unlike an outside director/corporate auditor, an independent director/corporate auditor may not be (a) a person who is, or has been until recently, a major business counterparty or an executive director, executive officer, manager or employee of the major business counterparties, (b) a person who is, or has been until recently, a professional advisor receiving significant remuneration from the company, (c) a person who has been, for ten years prior to the assumption of office, a director, executive officer, manager or employee, or corporate auditor of the parent company or an executive director or executive officer, manager or employee of the parent company’s subsidiaries, or (d) a relative of persons mentioned in (a), (b) and |
Corporate Governance Practices Followed by NYSE-listed U.S. Companies |
Corporate Governance Practices Followed by Honda | |
(c) or a relative of certain scope of persons such as directors of the parent company or any of its subsidiaries. Currently, Honda has five Outside Directors all of whom are also independent Directors. Furthermore, Honda has established additional independence requirements for the Outside Directors, the “Criteria for Independence of Outside Directors” as described in Exhibit 1.4 by the resolution of the Board of Directors, and all of the Outside Directors meet the criteria. | ||
A NYSE-listed U.S. company must have an audit committee composed entirely of independent directors meeting the independence requirements under Section 303A.02 of the NYSE Listed Company Manual, and the audit committee must have at least three members. |
Honda has an Audit Committee, as one of the Three Committees within its Board of Directors. Honda is required to satisfy the requirements set forth Rule 10A-3 under the U.S. Securities Exchange Act of 1934 relating to listed company audit committees. However, as a foreign private issuer, Honda is not subject to the independence requirements applicable to U.S. issuers pursuant to Section 303A.02 of the NYSE Listed Company manual. Additionally, as a foreign private issuer, Honda is not subject to the additional requirements under the Section 303A .07 of the NYSE Listed Company manual, including that the audit committee be made up of at least three members. | |
Under the Company Law, the audit committee has the following responsibilities: (i) auditing the execution of duties by directors and executive officers, and preparing audit reports and (ii) determining the content of proposals regarding the election and dismissal of accounting auditors and the refusal to reelect accounting auditors to be submitted to a general meeting of shareholders. The Audit Committee shall consist of at least three directors and a majority shall be outside directors. Each director, including an Audit Committee member, has a one-year term. Honda’s regulations of the Audit Committee provide that full-time member of the Audit Committee shall be established by the resolution of the Board of Directors. | ||
A NYSE-listed U.S. company must have a nominating/corporate governance committee entirely of independent directors. |
Honda’s Directors are elected at a general meeting of shareholders. Its Board of Directors does not have the power to fill vacancies thereon. A proposal to elect a Director must be determined by the Nominating Committee and Honda’s Board of Directors itself does not have the power to determine a proposal to elect a Director. |
Corporate Governance Practices Followed by NYSE-listed U.S. Companies |
Corporate Governance Practices Followed by Honda | |
Under the Company Law, the Nominating Committee is responsible for determining the content of proposals regarding the election and dismissal of directors to be submitted to a general meeting of shareholders. The Nominating Committee shall consist of at least three directors and a majority shall be outside directors. Each director, including a Nominating Committee member, has a one-year term. | ||
A NYSE-listed U.S. company must have a compensation committee composed entirely of independent directors. Compensation committee members must satisfy the additional independence requirements under Section 303A.02(a)(ii) of the NYSE Listed Company Manual. A compensation committee must also have authority to retain or obtain the advice of compensation and other advisers, subject to prescribed independence criteria that the committee must consider prior to engaging any such adviser. |
The compensation of Honda’s Directors and Executive Officers is determined by the Compensation Committee within the Board of Directors, and a General Meeting of Shareholders of the Company does not have the power to determine the compensation of Directors. Under the Company Law, the Compensation Committee shall establish the compensation policy as well as determine the compensation for directors and executive officers. The Compensation Committee shall consist of at least three directors and a majority shall be outside directors. Each director, including a Compensation Committee member, has a one-year term. | |
A NYSE-listed U.S. company must generally obtain shareholder approval with respect to any equity compensation plan. |
Honda has a stock compensation scheme (the “Scheme”) for Executive Officers and a part of Operating Executives of the Company who are residents of Japan (collectively, “Executive Officers Etc.”). Under the Scheme, which uses a Board Incentive Plan trust (the “BIP Trust”), Honda’s shares and money will be delivered and paid to Executive Officers Etc. in accordance with their positions and the degree of growth in management indicators of Honda such as performance and corporate value. The period of the BIP Trust shall be from September 2021 to August 2024 (scheduled), provided, however, that this period may be extended by resolutions of the Compensation Committee and the Board of Directors for another three years by amending the trust agreement and entrusting additional amounts to the BIP Trust within the scope of the approval at the Ordinary General Meeting of Shareholders. |
1.1 | Articles of Incorporation of the registrant (English translation) *1 | |
1.2 | Share Handling Regulations of the registrant (English translation) | |
1.3 | Regulations of the Board of Directors of the registrant (English translation) | |
1.4 | Honda Motor Co., Ltd. Criteria for Independence of Outside Directors (English translation) *2 | |
2.1 | Specimen common stock certificates of the registrant (English translation) *3 | |
2.2 | Form of Second Amended and Restated Deposit Agreement dated as of March 2022, among the registrant, JPMorgan Chase Bank, N.A., as Depositary, and holders and beneficial owners of American Depositary Receipts *4 | |
2.3 | Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 | |
8.1 | List of Significant Subsidiaries (See “Organizational Structure” in Item 4.C of this Form 20-F)
|
|
11.1 | Code of Ethics *5 | |
12.1 | Certification of the principal executive officer required by 17 C.F.R. 240. 13a-14(a)
|
|
12.2 | Certification of the principal financial officer required by 17 C.F.R. 240. 13a-14(a)
|
|
13.1 | Certification of the chief executive officer required by 18 U.S.C. Section 1350 | |
13.2 | Certification of the chief financial officer required by 18 U.S.C. Section 1350 | |
15.1 | Consent of Independent Registered Public Accounting Firm | |
101.INS | Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
101.SCH | Inline XBRL Taxonomy Extension Schema | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |
104 | The cover page for the Company’s Annual Report on Form 20-F for the year ended March 31, 2023, has been formatted in Inline XBRL |
*1 | Incorporated by reference to the registrant’s Annual Report on Form 20-F filed on June 23, 2021. |
*2 | Incorporated by reference to the registrant’s Annual Report on Form 20-F filed on June 23, 2021. |
*3 | Incorporated by reference to the registrant’s Annual Report on Form 20-F filed on September 27, 2001. (P) |
*4 | Incorporated by reference to the registration statement for American Depositary Shares on Form F-6 (File No. 333-263937) filed by JPMorgan Chase Bank, N.A. as depositary, on March 29, 2022. |
*5 | Incorporated by reference to the registrant’s Annual Report on Form 20-F filed on July 9, 2004. |
F-3 |
||||
F-8 |
||||
F-9 |
||||
F-10 |
||||
F-11 |
||||
F-12 |
||||
F-13 |
• | the consistency of the Company’s assumptions with recent historical trends of warranty costs, taking into account changes in conditions and events affecting the Company, |
• | input data used to develop those assumptions by testing the consistency of the data with underlying documents and historical claims data, and |
• | facts and circumstances related to specific warranty programs identified after year end but before the consolidated financial statements were issued, and the impact, if any, of such facts and circumstances on the expected number of units to be affected and the average repair cost per unit underlying the provision for specific warranty programs at year end. |
• | continued use and appropriateness of the ECL methodology and models, including the determination of significant increases in credit risk since initial recognition and the selection of the forward-looking economic conditions and the probability weightings, |
• | analysis of model results as compared to actual loss performance, and |
• | re-evaluation of the model used to estimate expected credit losses. |
• | evaluating the Company’s ECL methodology for compliance with International Financial Reporting Standards as issued by the International Accounting Standards Board, |
• | assessing the conceptual soundness and performance testing of the models by inspecting model documentation to determine whether the models are consistent with the model methodology and are suitable for their intended use, |
• | evaluating the Company’s method to measure significant increases in credit risk since initial recognition by performing a sensitivity analysis over the significant increase in credit risk threshold, |
• | assessing the selection of the forward-looking economic conditions and the probability weightings by comparing them to the Company’s business environment and relevant industry practices, and |
• | evaluating model back-testing results to verify model output is consistent with actual loss performance. |
• | cumulative results of the audit procedures, |
• | qualitative aspects of the Company’s accounting practices, and |
• | potential bias in the accounting estimates. |
• | development of the residual value methodology, including the identification and determination of the expected market values of leased vehicles at the end of the lease term assumption, |
• | continued use and appropriateness of the model used to estimate the percentage of leased vehicles expected to be returned, |
• | evaluation of the percentage of lease vehicles expected to be returned by the lessees as compared to actual vehicles returned, and |
• | analysis of the actual gain or loss recorded on the disposition of lease vehicles. |
• | evaluating the Company’s residual value methodology for compliance with International Financial Reporting Standards as issued by the International Accounting Standards Board, |
• | assessing the conceptual soundness and performance testing of the model by inspecting model documentation to determine whether the model is consistent with the model methodology and is suitable for their intended use, and |
• | evaluating the Company’s expected market values of leased vehicles at the end of the lease term assumption by comparing it to specific portfolio risk characteristics and trends. |
• | cumulative results of the audit procedures, |
• | qualitative aspects of the Company’s accounting practices, and |
• | potential bias in the accounting estimates. |
Yen (millions) |
||||||||||||
Note |
2022 |
2023 |
||||||||||
Assets |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
5 | ¥ | 3,674,931 | ¥ | 3,803,014 | |||||||
Trade receivables |
6 | 896,768 | 1,060,271 | |||||||||
Receivables from financial services |
7 | 1,694,113 | 1,899,493 | |||||||||
Other financial assets |
8 | 217,743 | 263,892 | |||||||||
Inventories |
9 | 1,918,548 | 2,167,184 | |||||||||
Other current assets |
439,322 | 384,494 | ||||||||||
|
|
|
|
|||||||||
Total current assets |
8,841,425 | 9,578,348 | ||||||||||
|
|
|
|
|||||||||
Non-current assets: |
||||||||||||
Investments accounted for using the equity method |
10 | 967,404 | 915,946 | |||||||||
Receivables from financial services |
7 | 3,740,383 | 3,995,259 | |||||||||
Other financial assets |
8 | 819,654 | 855,070 | |||||||||
Equipment on operating leases |
11 | 5,159,129 | 4,726,292 | |||||||||
Property, plant and equipment |
12 | 3,079,407 | 3,168,109 | |||||||||
Intangible assets |
13 | 849,507 | 870,900 | |||||||||
Deferred tax assets |
23 | 91,592 | 105,792 | |||||||||
Other non-current assets |
424,652 | 454,351 | ||||||||||
|
|
|
|
|||||||||
Total non-current assets |
15,131,728 | 15,091,719 | ||||||||||
|
|
|
|
|||||||||
Total assets |
¥ | 23,973,153 | ¥ | 24,670,067 | ||||||||
|
|
|
|
|||||||||
Liabilities and Equity |
||||||||||||
Current liabilities: |
||||||||||||
Trade payables |
14 | ¥ | 1,236,233 | ¥ | 1,426,333 | |||||||
Financing liabilities |
15 | 3,118,304 | 3,291,195 | |||||||||
Accrued expenses |
375,601 | 419,570 | ||||||||||
Other financial liabilities |
16 | 236,900 | 324,110 | |||||||||
Income taxes payable |
96,116 | 86,252 | ||||||||||
Provisions |
17 | 268,388 | 362,701 | |||||||||
Other current liabilities |
672,857 | 741,963 | ||||||||||
|
|
|
|
|||||||||
Total current liabilities |
6,004,399 | 6,652,124 | ||||||||||
|
|
|
|
|||||||||
Non-current liabilities: |
||||||||||||
Financing liabilities |
15 | 4,984,252 | 4,373,973 | |||||||||
Other financial liabilities |
16 | 282,083 | 288,736 | |||||||||
Retirement benefit liabilities |
18 | 282,054 | 255,852 | |||||||||
Provisions |
17 | 253,625 | 270,169 | |||||||||
Deferred tax liabilities |
23 | 990,754 | 877,300 | |||||||||
Other non-current liabilities |
403,440 | 449,622 | ||||||||||
|
|
|
|
|||||||||
Total non-current liabilities |
7,196,208 | 6,515,652 | ||||||||||
|
|
|
|
|||||||||
Total liabilities |
13,200,607 | 13,167,776 | ||||||||||
|
|
|
|
|||||||||
Equity: |
||||||||||||
Common stock |
86,067 | 86,067 | ||||||||||
Capital surplus |
185,495 | 185,589 | ||||||||||
Treasury stock |
(328,309 | ) | (484,931 | ) | ||||||||
Retained earnings |
9,539,133 | 9,980,128 | ||||||||||
Other components of equity |
990,438 | 1,417,397 | ||||||||||
|
|
|
|
|||||||||
Equity attributable to owners of the parent |
10,472,824 | 11,184,250 | ||||||||||
Non-controlling interests |
299,722 | 318,041 | ||||||||||
|
|
|
|
|||||||||
Total equity |
19 | 10,772,546 | 11,502,291 | |||||||||
|
|
|
|
|||||||||
Total liabilities and equity |
¥ | 23,973,153 | ¥ | 24,670,067 | ||||||||
|
|
|
|
Yen (millions) |
||||||||||||||
Note |
2021 |
2022 |
2023 |
|||||||||||
Sales revenue |
20 | ¥ | 13,170,519 | ¥ | 14,552,696 | ¥ | 16,907,725 | |||||||
Operating costs and expenses: |
||||||||||||||
Cost of sales |
(10,439,689 | ) | (11,567,923 | ) | (13,576,133 | ) | ||||||||
Selling, general and administrative |
(1,331,728 | ) | (1,326,485 | ) | (1,669,908 | ) | ||||||||
Research and development |
21 | (738,894 | ) | (787,056 | ) | (880,915 | ) | |||||||
|
|
|
|
|
|
|||||||||
Total operating costs and expenses |
(12,510,311 | ) | (13,681,464 | ) | (16,126,956 | ) | ||||||||
|
|
|
|
|
|
|||||||||
Operating profit |
660,208 | 871,232 | 780,769 | |||||||||||
|
|
|
|
|
|
|||||||||
Share of profit of investments accounted for using the equity method |
10 | 272,734 | 202,512 | 117,445 | ||||||||||
Finance income and finance costs: |
||||||||||||||
Interest income |
22 | 19,805 | 25,627 | 73,071 | ||||||||||
Interest expense |
22 | (13,877 | ) | (16,867 | ) | (36,112 | ) | |||||||
Other, net |
22 | (24,817 | ) | (12,314 | ) | (55,608 | ) | |||||||
|
|
|
|
|
|
|||||||||
Total finance income and finance costs |
(18,889 | ) | (3,554 | ) | (18,649 | ) | ||||||||
|
|
|
|
|
|
|||||||||
Profit before income taxes |
914,053 | 1,070,190 | 879,565 | |||||||||||
Income tax expense |
23 | (218,609 | ) | (309,489 | ) | (162,256 | ) | |||||||
|
|
|
|
|
|
|||||||||
Profit for the year |
¥ | 695,444 | ¥ | 760,701 | ¥ | 717,309 | ||||||||
|
|
|
|
|
|
|||||||||
Profit for the year attributable to: |
||||||||||||||
Owners of the parent |
657,425 | 707,067 | 651,416 | |||||||||||
Non-controlling interests |
38,019 | 53,634 | 65,893 | |||||||||||
Yen |
||||||||||||||
2021 |
2022 |
2023 |
||||||||||||
Earnings per share attributable to owners of the parent Basic and diluted |
24 | ¥ | 380.75 | ¥ | 411.09 | ¥ | 384.02 |
Yen (millions) |
||||||||||||||
Note |
2021 |
2022 |
2023 |
|||||||||||
Profit for the year |
¥ | 695,444 | ¥ | 760,701 | ¥ | 717,309 | ||||||||
Other comprehensive income, net of tax: |
||||||||||||||
Items that will not be reclassified to profit or loss |
||||||||||||||
Remeasurements of defined benefit plans |
238,262 | 117,042 | 3,350 | |||||||||||
Net changes in revaluation of financial assets measured at fair value through other comprehensive income |
67,603 | 58,635 | (18,465 | ) | ||||||||||
Share of other comprehensive income of investments accounted for using the equity method |
10 | 4,910 | 1,786 | 292 | ||||||||||
Items that may be reclassified subsequently to profit or loss |
||||||||||||||
Net changes in revaluation of financial assets measured at fair value through other comprehensive income |
(43 | ) | (682 | ) | (474 | ) | ||||||||
Exchange differences on translating foreign operations |
239,097 | 680,724 | 422,960 | |||||||||||
Share of other comprehensive income of investments accounted for using the equity method |
10 | 27,350 | 77,447 | 30,429 | ||||||||||
|
|
|
|
|
|
|||||||||
Total other comprehensive income, net of tax |
19 | 577,179 | 934,952 | 438,092 | ||||||||||
|
|
|
|
|
|
|||||||||
Comprehensive income for the year |
¥ | 1,272,623 | ¥ | 1,695,653 | ¥ | 1,155,401 | ||||||||
|
|
|
|
|
|
|||||||||
Comprehensive income for the year attributable to: |
||||||||||||||
Owners of the parent |
1,214,757 | 1,619,997 | 1,081,429 | |||||||||||
Non-controlling interests |
57,866 | 75,656 | 73,972 |
Yen (millions) |
||||||||||||||||||||||||||||||||||||
Equity attributable to owners of the parent |
||||||||||||||||||||||||||||||||||||
Note |
Common stock |
Capital surplus |
Treasury stock |
Retained earnings |
Other components of equity |
Total |
Non- controlling interests |
Total equity |
||||||||||||||||||||||||||||
Balance as of April 1, 2020 |
¥ | 86,067 | ¥ | 171,823 | ¥ | (273,940 | ) | ¥ | 8,142,948 | ¥ | (114,639 | ) | ¥ | 8,012,259 | ¥ | 273,764 | ¥ | 8,286,023 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Comprehensive income for the year |
||||||||||||||||||||||||||||||||||||
Profit for the year |
657,425 | 657,425 | 38,019 | 695,444 | ||||||||||||||||||||||||||||||||
Other comprehensive income, net of tax |
19 | 557,332 | 557,332 | 19,847 | 577,179 | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total comprehensive income for the year |
657,425 | 557,332 | 1,214,757 | 57,866 | 1,272,623 | |||||||||||||||||||||||||||||||
Reclassification to retained earnings |
19 | 245,983 | (245,983 | ) | — | — | ||||||||||||||||||||||||||||||
Transactions with owners and other |
||||||||||||||||||||||||||||||||||||
Dividends paid |
19 | (145,090 | ) | (145,090 | ) | (43,348 | ) | (188,438 | ) | |||||||||||||||||||||||||||
Purchases of treasury stock |
(6 | ) | (6 | ) | (6 | ) | ||||||||||||||||||||||||||||||
Disposal of treasury stock |
160 | 160 | 160 | |||||||||||||||||||||||||||||||||
Share-based payment transactions |
226 | 226 | 226 | |||||||||||||||||||||||||||||||||
Equity transactions and others |
2,251 | 2,251 | ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total transactions with owners and other |
226 | 154 | (145,090 | ) | (144,710 | ) | (41,097 | ) | (185,807 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance as of March 31, 2021 |
¥ | 86,067 | ¥ | 172,049 | ¥ | (273,786 | ) | ¥ | 8,901,266 | ¥ | 196,710 | ¥ | 9,082,306 | ¥ | 290,533 | ¥ | 9,372,839 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Comprehensive income for the year |
||||||||||||||||||||||||||||||||||||
Profit for the year |
707,067 | 707,067 | 53,634 | 760,701 | ||||||||||||||||||||||||||||||||
Other comprehensive income, net of tax |
19 | 912,930 | 912,930 | 22,022 | 934,952 | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total comprehensive income for the year |
707,067 | 912,930 | 1,619,997 | 75,656 | 1,695,653 | |||||||||||||||||||||||||||||||
Reclassification to retained earnings |
19 | 119,202 | (119,202 | ) | — | — | ||||||||||||||||||||||||||||||
Transactions with owners and other |
||||||||||||||||||||||||||||||||||||
Dividends paid |
19 | (188,402 | ) | (188,402 | ) | (45,131 | ) | (233,533 | ) | |||||||||||||||||||||||||||
Purchases of treasury stock |
(62,758 | ) | (62,758 | ) | (62,758 | ) | ||||||||||||||||||||||||||||||
Disposal of treasury stock |
578 | 578 | 578 | |||||||||||||||||||||||||||||||||
Share-based payment transactions |
(233 | ) | (233 | ) | (233 | ) | ||||||||||||||||||||||||||||||
Equity transactions and others |
13,679 | 7,657 | 21,336 | (21,336 | ) | — | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total transactions with owners and other |
13,446 | (54,523 | ) | (188,402 | ) | (229,479 | ) | (66,467 | ) | (295,946 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance as of March 31, 2022 |
¥ | 86,067 | ¥ | 185,495 | ¥ | (328,309 | ) | ¥ | 9,539,133 | ¥ | 990,438 | ¥ | 10,472,824 | ¥ | 299,722 | ¥ | 10,772,546 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Comprehensive income for the year |
||||||||||||||||||||||||||||||||||||
Profit for the year |
651,416 | 651,416 | 65,893 | 717,309 | ||||||||||||||||||||||||||||||||
Other comprehensive income, net of tax |
19 | 430,013 | 430,013 | 8,079 | 438,092 | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total comprehensive income for the year |
651,416 | 430,013 | 1,081,429 | 73,972 | 1,155,401 | |||||||||||||||||||||||||||||||
Reclassification to retained earnings |
19 | 3,054 | (3,054 | ) | — | — | ||||||||||||||||||||||||||||||
Transactions with owners and other |
||||||||||||||||||||||||||||||||||||
Dividends paid |
19 | (213,475 | ) | (213,475 | ) | (51,601 | ) | (265,076 | ) | |||||||||||||||||||||||||||
Purchases of treasury stock |
(157,001 | ) | (157,001 | ) | (157,001 | ) | ||||||||||||||||||||||||||||||
Disposal of treasury stock |
379 | 379 | 379 | |||||||||||||||||||||||||||||||||
Share-based payment transactions |
94 | 94 | 94 | |||||||||||||||||||||||||||||||||
Equity transactions and others |
(4,052 | ) | (4,052 | ) | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total transactions with owners and other |
94 | (156,622 | ) | (213,475 | ) | (370,003 | ) | (55,653 | ) | (425,656 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance as of March 31, 2023 |
¥ | 86,067 | ¥ | 185,589 | ¥ | (484,931 | ) | ¥ | 9,980,128 | ¥ | 1,417,397 | ¥ | 11,184,250 | ¥ | 318,041 | ¥ | 11,502,291 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen (millions) |
||||||||||||||
Note |
2021 |
2022 |
2023 |
|||||||||||
Cash flows from operating activities: |
||||||||||||||
Profit before income taxes |
¥ | 914,053 | ¥ | 1,070,190 | ¥ | 879,565 | ||||||||
Depreciation, amortization and impairment losses excluding equipment on operating leases |
624,239 | 611,063 | 721,630 | |||||||||||
Share of profit of investments accounted for using the equity method |
(272,734 | ) | (202,512 | ) | (117,445 | ) | ||||||||
Finance income and finance costs, net |
22,630 | (56,352 | ) | (71,661 | ) | |||||||||
Interest income and interest costs from financial services, net |
(137,178 | ) | (155,872 | ) | (146,461 | ) | ||||||||
Changes in assets and liabilities |
||||||||||||||
Trade receivables |
(133,788 | ) | (24,037 | ) | (155,924 | ) | ||||||||
Inventories |
68,281 | (208,895 | ) | (171,467 | ) | |||||||||
Trade payables |
101,301 | 50,122 | 105,272 | |||||||||||
Accrued expenses |
(40,927 | ) | (68,811 | ) | 42,122 | |||||||||
Provisions and retirement benefit liabilities |
106,829 | (156,079 | ) | 90,880 | ||||||||||
Receivables from financial services |
(59,934 | ) | 509,741 | (41,480 | ) | |||||||||
Equipment on operating leases |
(161,579 | ) | 171,600 | 768,070 | ||||||||||
Other assets and liabilities |
(72,473 | ) | 28,981 | 218,369 | ||||||||||
Other, net |
5,190 | (19,782 | ) | (1,222 | ) | |||||||||
Dividends received |
191,112 | 193,555 | 244,902 | |||||||||||
Interest received |
236,729 | 237,724 | 324,234 | |||||||||||
Interest paid |
(113,100 | ) | (97,884 | ) | (159,020 | ) | ||||||||
Income taxes paid, net of refund |
(206,272 | ) | (203,130 | ) | (401,342 | ) | ||||||||
|
|
|
|
|
|
|||||||||
Net cash provided by operating activities |
1,072,379 | 1,679,622 | 2,129,022 | |||||||||||
Cash flows from investing activities: |
||||||||||||||
Payments for additions to property, plant and equipment |
(318,410 | ) | (268,143 | ) | (475,048 | ) | ||||||||
Payments for additions to and internally developed intangible assets |
(232,727 | ) | (181,083 | ) | (157,440 | ) | ||||||||
Proceeds from sales of property, plant and equipment and intangible assets |
6,770 | 27,108 | 16,206 | |||||||||||
Payments for acquisitions of subsidiaries, net of cash and cash equivalents acquired |
2,230 | — | — | |||||||||||
Proceeds from sales of subsidiaries, net of cash and cash equivalents disposed of |
— | — | 740 | |||||||||||
Payments for acquisitions of investments accounted for using the equity method |
(110,747 | ) | — | (23,826 | ) | |||||||||
Proceeds from sales of investments accounted for using the equity method |
12,570 | — | — | |||||||||||
Payments for acquisitions of other financial assets |
(433,375 | ) | (488,631 | ) | (527,334 | ) | ||||||||
Proceeds from sales and redemptions of other financial assets |
276,808 | 534,693 | 488,642 | |||||||||||
|
|
|
|
|
|
|||||||||
Net cash used in investing activities |
(796,881 | ) | (376,056 | ) | (678,060 | ) | ||||||||
Cash flows from financing activities: |
||||||||||||||
Proceeds from short-term financing liabilities |
9,115,347 | 7,487,724 | 9,127,333 | |||||||||||
Repayments of short-term financing liabilities |
(9,294,859 | ) | (7,960,144 | ) | (8,684,799 | ) | ||||||||
Proceeds from long-term financing liabilities |
1,948,835 | 2,002,823 | 971,067 | |||||||||||
Repayments of long-term financing liabilities |
(1,798,429 | ) | (1,761,561 | ) | (2,382,190 | ) | ||||||||
Dividends paid to owners of the parent |
(145,090 | ) | (188,402 | ) | (213,475 | ) | ||||||||
Dividends paid to non-controlling interests |
(41,755 | ) | (53,813 | ) | (51,376 | ) | ||||||||
Purchases and sales of treasury stock, net |
154 | (62,180 | ) | (156,622 | ) | |||||||||
Repayments of lease liabilities |
(67,628 | ) | (80,165 | ) | (78,297 | ) | ||||||||
Other, net |
(555 | ) | — | — | ||||||||||
|
|
|
|
|
|
|||||||||
Net cash used in financing activities |
(283,980 | ) | (615,718 | ) | (1,468,359 | ) | ||||||||
Effect of exchange rate changes on cash and cash equivalents |
94,149 | 229,063 | 145,480 | |||||||||||
|
|
|
|
|
|
|||||||||
Net change in cash and cash equivalents |
85,667 | 916,911 | 128,083 | |||||||||||
Cash and cash equivalents at beginning of year |
2,672,353 | 2,758,020 | 3,674,931 | |||||||||||
|
|
|
|
|
|
|||||||||
Cash and cash equivalents at end of year |
5 | ¥ | 2,758,020 | ¥ | 3,674,931 | ¥ | 3,803,014 | |||||||
|
|
|
|
|
|
• | Scope of subsidiaries, affiliates and joint ventures (notes 3(a) and 3(b)) |
• | Recognition of intangible assets arising from development (note 3(h)) |
• | Accounting for contracts including lease (note 3(i)) |
• | End of term residual values of operating lease vehicles (note 3(f)) |
• | Valuation of financial assets measured at amortized cost and debt securities classified into financial assets measured at fair value through other comprehensive income (notes 6, 7 and 8) |
• | Fair value of financial instruments (note 26) |
• | Net realizable value of inventories (note 9) |
• | Recoverable amount of non-financial assets (notes 11, 12 and 13) |
• | Measurement of provisions (note 17) |
• | Measurement of net defined benefit liabilities (assets) (note 18) |
• | Recoverability of deferred tax assets (note 23) |
• | Likelihood and magnitude of outflows of resources embodying economic benefits required to settle contingent liabilities (note 28) |
• | Buildings and structures: 3 to 50 years |
• | Machinery and equipment: 2 to 20 years |
Stage 1 | 12-month ECL for financial assets without a significant increase in credit risk since initial recognition |
Stage 2 | Lifetime ECL for financial assets with a significant increase in credit risk since initial recognition but that are not credit-impaired |
Stage 3 | Lifetime ECL for credit-impaired financial assets |
Segment |
Principal products and services |
Functions | ||
Motorcycle Business |
Motorcycles, all-terrain vehicles (ATVs), side-by-sides |
Research and development Manufacturing Sales and related services | ||
Automobile Business |
Automobiles and relevant parts |
Research and development Manufacturing Sales and related services | ||
Financial Services Business |
Financial services |
Retail loan and lease related to Honda products Others | ||
Power Products and Other Businesses |
Power products and relevant parts, and others |
Research and development Manufacturing Sales and related services Others |
Yen (millions) |
||||||||||||||||||||||||||||
Motorcycle Business |
Automobile Business |
Financial Services Business |
Power Product s
and Other Businesses |
Segment Total |
Reconciling Items |
Consolidated |
||||||||||||||||||||||
Sales revenue: |
||||||||||||||||||||||||||||
External customers |
¥ | 1,787,283 | ¥ | 8,567,205 | ¥ | 2,494,294 | ¥ | 321,737 | ¥ | 13,170,519 | ¥ | — | ¥ | 13,170,519 | ||||||||||||||
Intersegment |
— | 212,144 | 12,494 | 20,107 | 244,745 | (244,745 | ) | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
1,787,283 | 8,779,349 | 2,506,788 | 341,844 | 13,415,264 | (244,745 | ) | 13,170,519 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Segment profit (loss) |
¥ | 224,608 | ¥ | 90,255 | ¥ | 356,980 | ¥ | (11,635 | ) | ¥ | 660,208 | ¥ | — | ¥ | 660,208 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Share of profit of investments accounted for using the equity method |
¥ | 18,164 | ¥ | 254,079 | ¥ | — | ¥ | 491 | ¥ | 272,734 | ¥ | — | ¥ | 272,734 | ||||||||||||||
Segment assets |
1,555,057 | 8,643,109 | 10,832,645 | 374,169 | 21,404,980 | 516,050 | 21,921,030 | |||||||||||||||||||||
Investments accounted for using the equity method |
88,476 | 796,036 | — | 6,490 | 891,002 | — | 891,002 | |||||||||||||||||||||
Depreciation and amortization |
68,258 | 515,241 | 825,975 | 15,644 | 1,425,118 | — | 1,425,118 | |||||||||||||||||||||
Capital expenditures |
48,800 | 500,431 | 2,006,264 | 11,609 | 2,567,104 | — | 2,567,104 | |||||||||||||||||||||
Impairment losses on non-financial assets |
726 | 19,999 | (16,319 | ) | 357 | 4,763 | — | 4,763 | ||||||||||||||||||||
Provision (reversal) for credit and lease residual losses on receivables from financial services |
— | — | (5,038 | ) | — | (5,038 | ) | — | (5,038 | ) |
Yen (millions) |
||||||||||||||||||||||||||||
Motorcycle Business |
Automobile Business |
Financial Services Business |
Power Product s
and Other Businesses |
Segment Total |
Reconciling Items |
Consolidated |
||||||||||||||||||||||
Sales revenue: |
||||||||||||||||||||||||||||
External customers |
¥ | 2,185,253 | ¥ | 9,147,498 | ¥ | 2,820,667 | ¥ | 399,278 | ¥ | 14,552,696 | ¥ | — | ¥ | 14,552,696 | ||||||||||||||
Intersegment |
— | 213,095 | 2,656 | 22,480 | 238,231 | (238,231 | ) | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
2,185,253 | 9,360,593 | 2,823,323 | 421,758 | 14,790,927 | (238,231 | ) | 14,552,696 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Segment profit (loss) |
¥ | 311,492 | ¥ | 236,207 | ¥ | 333,032 | ¥ | (9,499 | ) | ¥ | 871,232 | ¥ | — | ¥ | 871,232 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Share of profit of investments accounted for using the equity method |
¥ | 33,510 | ¥ | 168,415 | ¥ | — | ¥ | 587 | ¥ | 202,512 | ¥ | — | ¥ | 202,512 | ||||||||||||||
Segment assets |
1,448,926 | 9,563,553 | 11,318,756 | 475,124 | 22,806,359 | 1,166,794 | 23,973,153 | |||||||||||||||||||||
Investments accounted for using the equity method |
104,535 | 855,309 | — | 7,560 | 967,404 | — | 967,404 | |||||||||||||||||||||
Depreciation and amortization |
65,423 | 510,755 | 883,712 | 17,018 | 1,476,908 | — | 1,476,908 | |||||||||||||||||||||
Capital expenditures |
49,203 | 410,169 | 2,028,700 | 15,748 | 2,503,820 | — | 2,503,820 | |||||||||||||||||||||
Impairment losses on non-financial assets |
(23 | ) | 13,097 | 1,874 | 276 | 15,224 | — | 15,224 | ||||||||||||||||||||
Provision (reversal) for credit and lease residual losses on receivables from financial services |
— | — | 9,282 | — | 9,282 | — | 9,282 |
Yen (millions) |
||||||||||||||||||||||||||||
Motorcycle Business |
Automobile Business |
Financial Services Business |
Power Product s
and Other Businesses |
Segment Total |
Reconciling Items |
Consolidated |
||||||||||||||||||||||
Sales revenue: |
||||||||||||||||||||||||||||
External customers |
¥ | 2,908,983 | ¥ | 10,593,519 | ¥ | 2,954,098 | ¥ | 451,125 | ¥ | 16,907,725 | ¥ | — | ¥ | 16,907,725 | ||||||||||||||
Intersegment |
— | 188,198 | 2,046 | 25,307 | 215,551 | (215,551 | ) | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
2,908,983 | 10,781,717 | 2,956,144 | 476,432 | 17,123,276 | (215,551 | ) | 16,907,725 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Segment profit (loss) |
¥ | 488,709 | ¥ | (16,629 | ) | ¥ | 285,857 | ¥ | 22,832 | ¥ | 780,769 | ¥ | — | ¥ | 780,769 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Share of profit of investments accounted for using the equity method |
¥ | 49,119 | ¥ | 66,973 | ¥ | — | ¥ | 1,353 | ¥ | 117,445 | ¥ | — | ¥ | 117,445 | ||||||||||||||
Segment assets |
1,580,521 | 10,082,519 | 11,197,017 | 480,166 | 23,340,223 | 1,329,844 | 24,670,067 | |||||||||||||||||||||
Investments accounted for using the equity method |
110,665 | 795,973 | — | 9,308 | 915,946 | — | 915,946 | |||||||||||||||||||||
Depreciation and amortization |
65,746 | 600,617 | 908,942 | 21,571 | 1,596,876 | — | 1,596,876 | |||||||||||||||||||||
Capital expenditures |
59,101 | 613,351 | 1,546,683 | 14,386 | 2,233,521 | — | 2,233,521 | |||||||||||||||||||||
Impairment losses on non-financial assets |
4,662 | 24,777 | 5,259 | 91 | 34,789 | — | 34,789 | |||||||||||||||||||||
Provision (reversal) for credit and lease residual losses on receivables from financial services |
— | — | 27,018 | — | 27,018 | — | 27,018 |
1. | Segment profit (loss) of each segment is measured in a consistent manner with consolidated operating profit, which is profit before income taxes before share of profit of investments accounted for using the equity method and finance income and finance costs. Expenses not directly associated with specific segments are allocated based on the most reasonable measures applicable. |
2. | Segment assets of each segment are defined as total assets including investments accounted for using the equity method, derivatives, and deferred tax assets. Segment assets are based on those directly associated with each segment and those not directly associated with specific segments are allocated based on the most reasonable measures applicable except for the corporate assets described below. |
3. | Intersegment sales revenues are generally made at values that approximate arm’s-length prices. |
4. | Reconciling items include elimination of intersegment transactions and balances as well as unallocated corporate assets. Unallocated corporate assets, included in reconciling items as of March 31, 2021, 2022 and 2023 amounted to ¥696,327 million, ¥1,319,995 million and ¥1,462,656 million, respectively, which consist primarily of the Company’s cash and cash equivalents and financial assets measured at fair value through other comprehensive income. |
5. | Provisions for product warranties accrued for the years ended March 31, 2021, 2022 and 2023 are ¥272,076 million, ¥118,378 million and ¥289,850 million, respectively. These are mainly included in Automobile business. |
6. | The amounts of write-down of inventories recognized as an expense for the years ended March 31, 2021, 2022 and 2023 are ¥28,420 million, ¥11,295 million and ¥8,400 million respectively. These are related to Automobile business and aircraft and aircraft engines, which are included in Power product s and other businesses. |
7. | Right-of-use |
Yen (millions) |
||||||||||||
2021 |
2022 |
2023 |
||||||||||
Motorcycles and relevant parts |
¥ | 1,658,871 | ¥ | 2,066,557 | ¥ | 2,742,572 | ||||||
All-terrain vehicles (ATVs), side-by-sides |
128,412 | 118,696 | 166,411 | |||||||||
Automobiles and relevant parts |
9,746,374 | 10,582,764 | 12,093,972 | |||||||||
Financial services |
1,315,125 | 1,385,401 | 1,453,645 | |||||||||
Power products and relevant parts |
257,237 | 294,577 | 360,385 | |||||||||
Others |
64,500 | 104,701 | 90,740 | |||||||||
Total |
¥ | 13,170,519 | ¥ | 14,552,696 | ¥ | 16,907,725 | ||||||
Yen (millions) |
||||||||||||||||
Japan |
United States |
Other Countries |
Total |
|||||||||||||
Sales revenue |
¥ | 2,190,797 | ¥ | 6,291,857 | ¥ | 4,687,865 | ¥ | 13,170,519 | ||||||||
Non-current assets other than financial instruments, deferred tax assets and net defined benefit assets |
¥ | 3,050,270 | ¥ | 4,242,405 | ¥ | 1,641,793 | ¥ | 8,934,468 |
Yen (millions) |
||||||||||||||||
Japan |
United States |
Other Countries |
Total |
|||||||||||||
Sales revenue |
¥ | 2,354,532 | ¥ | 6,728,800 | ¥ | 5,469,364 | ¥ | 14,552,696 | ||||||||
Non-current assets other than financial instruments, deferred tax assets and net defined benefit assets |
¥ | 3,036,832 | ¥ | 4,490,562 | ¥ | 1,768,697 | ¥ | 9,296,091 |
Yen (millions) |
||||||||||||||||
Japan |
United States |
Other Countries |
Total |
|||||||||||||
Sales revenue |
¥ | 2,409,584 | ¥ | 7,905,936 | ¥ | 6,592,205 | ¥ | 16,907,725 | ||||||||
Non-current assets other than financial instruments, deferred tax assets and net defined benefit assets |
¥ | 2,937,148 | ¥ | 4,373,329 | ¥ | 1,728,475 | ¥ | 9,038,952 |
Yen (millions) |
||||||||||||||||||||||||||||||||
Japan |
North America |
Europe |
Asia |
Other Regions |
Total |
Reconciling Items |
Consolidated |
|||||||||||||||||||||||||
Sales revenue: |
||||||||||||||||||||||||||||||||
External customers |
¥ | 2,190,797 | ¥ | 7,081,264 | ¥ | 503,549 | ¥ | 2,966,814 | ¥ | 428,095 | ¥ | 13,170,519 | ¥ | — | ¥ | 13,170,519 | ||||||||||||||||
Inter-geographic areas |
1,677,038 | 399,573 | 178,300 | 491,965 | 6,400 | 2,753,276 | (2,753,276 | ) | — | |||||||||||||||||||||||
Total |
3,867,835 | 7,480,837 | 681,849 | 3,458,779 | 434,495 | 15,923,795 | (2,753,276 | ) | 13,170,519 | |||||||||||||||||||||||
Operating profit (loss) |
¥ | (75,935 | ) | ¥ | 455,888 | ¥ | 27,460 | ¥ | 251,886 | ¥ | (5,034 | ) | ¥ | 654,265 | ¥ | 5,943 | ¥ | 660,208 | ||||||||||||||
Assets |
¥ | 5,295,475 | ¥ | 12,209,455 | ¥ | 677,066 | ¥ | 3,267,417 | ¥ | 482,918 | ¥ | 21,932,331 | ¥ | (11,301 | ) | ¥ | 21,921,030 | |||||||||||||||
Non-current assets other than financial instruments, deferred tax assets and net defined benefit assets |
¥ | 3,050,270 | ¥ | 5,039,085 | ¥ | 60,790 | ¥ | 666,795 | ¥ | 117,528 | ¥ | 8,934,468 | ¥ | — | ¥ | 8,934,468 |
Yen (millions) |
||||||||||||||||||||||||||||||||
Japan |
North America |
Europe |
Asia |
Other Regions |
Total |
Reconciling Items |
Consolidated |
|||||||||||||||||||||||||
Sales revenue: |
||||||||||||||||||||||||||||||||
External customers |
¥ | 2,354,532 | ¥ | 7,618,932 | ¥ | 602,695 | ¥ | 3,393,323 | ¥ | 583,214 | ¥ | 14,552,696 | ¥ | — | ¥ | 14,552,696 | ||||||||||||||||
Inter-geographic areas |
2,004,754 | 471,255 | 98,516 | 662,124 | 9,925 | 3,246,574 | (3,246,574 | ) | — | |||||||||||||||||||||||
Total |
4,359,286 | 8,090,187 | 701,211 | 4,055,447 | 593,139 | 17,799,270 | (3,246,574 | ) | 14,552,696 | |||||||||||||||||||||||
Operating profit (loss) |
¥ | 6,411 | ¥ | 501,073 | ¥ | 26,681 | ¥ | 339,129 | ¥ | 22,899 | ¥ | 896,193 | ¥ | (24,961 | ) | ¥ | 871,232 | |||||||||||||||
Assets |
¥ | 5,318,033 | ¥ | 12,983,779 | ¥ | 597,473 | ¥ | 3,803,877 | ¥ | 619,998 | ¥ | 23,323,160 | ¥ | 649,993 | ¥ | 23,973,153 | ||||||||||||||||
Non-current assets other than financial instruments, deferred tax assets and net defined benefit assets |
¥ | 3,036,832 | ¥ | 5,334,121 | ¥ | 49,129 | ¥ | 706,562 | ¥ | 169,447 | ¥ | 9,296,091 | ¥ | — | ¥ | 9,296,091 |
Yen (millions) |
||||||||||||||||||||||||||||||||
Japan |
North America |
Europe |
Asia |
Other Regions |
Total |
Reconciling Items |
Consolidated |
|||||||||||||||||||||||||
Sales revenue: |
||||||||||||||||||||||||||||||||
External customers |
¥ | 2,409,584 | ¥ | 8,939,259 | ¥ | 675,728 | ¥ | 4,068,234 | ¥ | 814,920 | ¥ | 16,907,725 | ¥ | — | ¥ | 16,907,725 | ||||||||||||||||
Inter-geographic areas |
2,138,418 | 476,993 | 27,990 | 789,603 | 4,695 | 3,437,699 | (3,437,699 | ) | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
4,548,002 | 9,416,252 | 703,718 | 4,857,837 | 819,615 | 20,345,424 | (3,437,699 | ) | 16,907,725 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Operating profit (loss) |
¥ | 25,821 | ¥ | 258,805 | ¥ | (2,556 | ) | ¥ | 408,728 | ¥ | 58,935 | ¥ | 749,733 | ¥ | 31,036 | ¥ | 780,769 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Assets |
¥ | 5,306,084 | ¥ | 13,467,383 | ¥ | 648,614 | ¥ | 3,771,171 | ¥ | 690,904 | ¥ | 23,884,156 | ¥ | 785,911 | ¥ | 24,670,067 | ||||||||||||||||
Non-current assets other than financial instruments, deferred tax assets and net defined benefit assets |
¥ | 2,937,148 | ¥ | 5,192,731 | ¥ | 47,869 | ¥ | 685,311 | ¥ | 175,893 | ¥ | 9,038,952 | ¥ | — | ¥ | 9,038,952 |
1. | Major countries in each geographic area: |
North America | United States, Canada, Mexico | |||
Europe | United Kingdom, Germany, Belgium, Italy, France | |||
Asia | Thailand, China, India, Vietnam, Malaysia | |||
Other Regions | Brazil, Australia |
2. | Operating profit (loss) of each geographical region is measured in a consistent manner with consolidated operating profit, which is profit before income taxes before share of profit of investments accounted for using the equity method and finance income and finance costs. |
3. | Assets of each geographical region are defined as total assets including investments accounted for using the equity method, derivatives, and deferred tax assets. |
4. | Sales revenues between geographic areas are generally made at values that approximate arm’s-length prices. |
5. | Reconciling items include elimination of inter-geographic transactions and balances as well as unallocated corporate assets. Unallocated corporate assets, included in reconciling items as of March 31, 2021, 2022 and 2023 amounted to ¥696,327 million, ¥1,319,995 million and ¥1,462,656 million, respectively, which consist primarily of the Company’s cash and cash equivalents and financial assets measured at fair value through other comprehensive income. |
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Cash and deposits |
¥ | 2,654,447 | ¥ | 2,822,949 | ||||
Cash equivalents |
1,020,484 | 980,065 | ||||||
|
|
|
|
|||||
Total |
¥ | 3,674,931 | ¥ | 3,803,014 | ||||
|
|
|
|
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Trade accounts and notes receivable |
¥ | 793,022 | ¥ | 900,312 | ||||
Other |
112,591 | 168,579 | ||||||
Allowance for impairment losses |
(8,845 | ) | (8,620 | ) | ||||
|
|
|
|
|||||
Total |
¥ | 896,768 | ¥ | 1,060,271 | ||||
|
|
|
|
Yen (millions) |
||||||||||||
2021 |
2022 |
2023 |
||||||||||
Balance at beginning of year |
¥ | 11,302 | ¥ | 10,521 | ¥ | 8,845 | ||||||
|
|
|
|
|
|
|||||||
Remeasurement |
¥ | 516 | ¥ | 260 | ¥ | 297 | ||||||
Write-offs |
(1,312 | ) | (2,648 | ) | (757 | ) | ||||||
Exchange differences on translating foreign operations |
15 | 712 | 235 | |||||||||
|
|
|
|
|
|
|||||||
Balance at end of year |
¥ | 10,521 | ¥ | 8,845 | ¥ | 8,620 | ||||||
|
|
|
|
|
|
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Consumer finance receivables: |
||||||||
Retail |
¥ | 5,054,428 | ¥ | 5,363,260 | ||||
Finance lease |
145,932 | 174,256 | ||||||
Dealer finance receivables: |
||||||||
Wholesale |
284,506 | 421,166 | ||||||
Subtotal |
¥ | 5,484,866 | ¥ | 5,958,682 | ||||
Allowance for credit losses |
¥ | (39,063 | ) | ¥ | (48,652 | ) | ||
Unearned interest income and fees |
(11,307 | ) | (15,278 | ) | ||||
Total |
¥ | 5,434,496 | ¥ | 5,894,752 | ||||
Current assets |
¥ | 1,694,113 | ¥ | 1,899,493 | ||||
Non-current assets |
3,740,383 | 3,995,259 | ||||||
Total |
¥ | 5,434,496 | ¥ | 5,894,752 | ||||
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Within 1 year |
¥ | 25,066 | ¥ | 32,525 | ||||
Between 1 and 2 years | 25,569 | 33,924 | ||||||
Between 2 and 3 years | 13,192 | 20,381 | ||||||
Between 3 and 4 years | 9,335 | 13,497 | ||||||
Between 4 and 5 years | 2,153 | 4,020 | ||||||
Later than 5 years | 1,827 | 5,008 | ||||||
Undiscounted lease payments receivable |
¥ | 77,142 | ¥ | 109,355 | ||||
Unearned finance income |
¥ | (4,603 | ) | ¥ | (8,417 | ) | ||
Unguaranteed residual value |
¥ | 62,086 | ¥ | 58,040 | ||||
Net investment in the lease |
¥ | 134,625 | ¥ | 158,978 | ||||
Yen (millions) |
||||||||||||||||
12-month ECL
(Stage 1) |
Lifetime ECL |
Total |
||||||||||||||
Not credit-impaired
(Stage 2) |
Credit-impaired
(Stage 3) |
|||||||||||||||
Retail: |
||||||||||||||||
Balance as of April 1, 2020 |
¥ | 26,655 | ¥ | 26,632 | ¥ | 6,954 | ¥ | 60,241 | ||||||||
Remeasurement |
¥ | (3,286 | ) | ¥ | (20,319 | ) | ¥ | 18,827 | ¥ | (4,778 | ) | |||||
Write-offs |
— | (20,733 | ) | (20,733 | ) | |||||||||||
Exchange differences on translating foreign operations |
111 | (390 | ) | (165 | ) | (444 | ) | |||||||||
Balance as of March 31, 2021 |
¥ | 23,480 | ¥ | 5,923 | ¥ | 4,883 | ¥ | 34,286 | ||||||||
Remeasurement |
¥ | (2,513 | ) | ¥ | (925 | ) | ¥ | 13,701 | ¥ | 10,263 | ||||||
Write-offs |
— | — | (12,256 | ) | (12,256 | ) | ||||||||||
Exchange differences on translating foreign operations |
2,822 | 516 | 1,136 | 4,474 | ||||||||||||
Balance as of March 31, 2022 |
¥ | 23,789 | ¥ | 5,514 | ¥ | 7,464 | ¥ | 36,767 | ||||||||
Remeasurement |
¥ | 868 | ¥ | 5,288 | ¥ | 20,673 | ¥ | 26,829 | ||||||||
Write-offs |
— | — | (19,942 | ) | (19,942 | ) | ||||||||||
Exchange differences on translating foreign operations |
1,810 | 270 | 349 | 2,429 | ||||||||||||
Balance as of March 31, 2023 |
¥ | 26,467 | ¥ | 11,072 | ¥ | 8,544 | ¥ | 46,083 | ||||||||
Finance lease: |
||||||||||||||||
Balance as of April 1, 2020 |
¥ | 481 | ¥ | 96 | ¥ | 113 | ¥ | 690 | ||||||||
Remeasurement |
¥ | (65 | ) | ¥ | 71 | ¥ | 136 | ¥ | 142 | |||||||
Write-offs |
— | — | (107 | ) | (107 | ) | ||||||||||
Exchange differences on translating foreign operations |
54 | 17 | 17 | 88 | ||||||||||||
Balance as of March 31, 2021 |
¥ | 470 | ¥ | 184 | ¥ | 159 | ¥ | 813 | ||||||||
Remeasurement |
¥ | (339 | ) | ¥ | (98 | ) | ¥ | 182 | ¥ | (255 | ) | |||||
Write-offs |
— | — | (97 | ) | (97 | ) | ||||||||||
Exchange differences on translating foreign operations |
8 | 6 | 12 | 26 | ||||||||||||
Balance as of March 31, 2022 |
¥ | 139 | ¥ | 92 | ¥ | 256 | ¥ | 487 | ||||||||
Remeasurement |
¥ | 49 | ¥ | (28 | ) | ¥ | (24 | ) | ¥ | (3 | ) | |||||
Write-offs |
— | — | (35 | ) | (35 | ) | ||||||||||
Exchange differences on translating foreign operations |
4 | 5 | 7 | 16 | ||||||||||||
Balance as of March 31, 2023 |
¥ | 192 | ¥ | 69 | ¥ | 204 | ¥ | 465 | ||||||||
Yen (millions) |
||||||||||||||||
12-month ECL
(Stage 1) |
Lifetime ECL |
Total |
||||||||||||||
Not credit-impaired
(Stage 2) |
Credit-impaired
(Stage 3) |
|||||||||||||||
Wholesale: |
||||||||||||||||
Balance as of April 1, 2020 |
¥ | 1,437 | ¥ | 318 | ¥ | 782 | ¥ | 2,537 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Remeasurement |
¥ | 160 | ¥ | (270 | ) | ¥ | (292 | ) | ¥ | (402 | ) | |||||
Write-offs |
— | — | 18 | 18 | ||||||||||||
Exchange differences on translating foreign operations |
144 | 14 | (44 | ) | 114 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of March 31, 2021 |
¥ | 1,741 | ¥ | 62 | ¥ | 464 | ¥ | 2,267 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Remeasurement |
¥ | (649 | ) | ¥ | (46 | ) | ¥ | (31 | ) | ¥ | (726 | ) | ||||
Write-offs |
— | — | 30 | 30 | ||||||||||||
Exchange differences on translating foreign operations |
84 | 1 | 153 | 238 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of March 31, 2022 |
¥ | 1,176 | ¥ | 17 | ¥ | 616 | ¥ | 1,809 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Remeasurement |
¥ | (263 | ) | ¥ | (8 | ) | ¥ | 463 | ¥ | 192 | ||||||
Write-offs |
— | — | 33 | 33 | ||||||||||||
Exchange differences on translating foreign operations |
63 | 1 | 6 | 70 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of March 31, 2023 |
¥ | 976 | ¥ | 10 | ¥ | 1,118 | ¥ | 2,104 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total: |
||||||||||||||||
Balance as of April 1, 2020 |
¥ | 28,573 | ¥ | 27,046 | ¥ | 7,849 | ¥ | 63,468 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Remeasurement |
¥ | (3,191 | ) | ¥ | (20,518 | ) | ¥ | 18,671 | ¥ | (5,038 | ) | |||||
Write-offs |
— | — | (20,822 | ) | (20,822 | ) | ||||||||||
Exchange differences on translating foreign operations |
309 | (359 | ) | (192 | ) | (242 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of March 31, 2021 |
¥ | 25,691 | ¥ | 6,169 | ¥ | 5,506 | ¥ | 37,366 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Remeasurement |
¥ | (3,501 | ) | ¥ | (1,069 | ) | ¥ | 13,852 | ¥ | 9,282 | ||||||
Write-offs |
— | — | (12,323 | ) | (12,323 | ) | ||||||||||
Exchange differences on translating foreign operations |
2,914 | 523 | 1,301 | 4,738 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of March 31, 2022 |
¥ | 25,104 | ¥ | 5,623 | ¥ | 8,336 | ¥ | 39,063 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Remeasurement |
¥ | 654 | ¥ | 5,252 | ¥ | 21,112 | ¥ | 27,018 | ||||||||
Write-offs |
— | — | (19,944 | ) | (19,944 | ) | ||||||||||
Exchange differences on translating foreign operations |
1,877 | 276 | 362 | 2,515 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of March 31, 2023 |
¥ | 27,635 | ¥ | 11,151 | ¥ | 9,866 | ¥ | 48,652 | ||||||||
|
|
|
|
|
|
|
|
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Financial assets measured at amortized cost: |
||||||||
Receivables other than trade receivables and receivables from financial services |
¥ | 166,936 | ¥ | 164,503 | ||||
Debt securities |
79,176 | 85,235 | ||||||
Guaranty deposits |
11,499 | 12,689 | ||||||
Restricted cash |
53,290 | 65,723 | ||||||
Other |
4,352 | 4,167 | ||||||
Allowance for impairment losses |
(3,212 | ) | (2,988 | ) | ||||
Financial assets measured at fair value through other comprehensive income: |
||||||||
Debt securities |
19,984 | 26,555 | ||||||
Equity securities |
468,783 | 475,138 | ||||||
Financial assets measured at fair value through profit or loss: |
||||||||
Derivatives |
134,338 | 185,968 | ||||||
Debt securities |
102,251 | 101,972 | ||||||
|
|
|
|
|||||
Total |
¥ | 1,037,397 | ¥ | 1,118,962 | ||||
|
|
|
|
|||||
Current assets |
¥ | 217,743 | ¥ | 263,892 | ||||
Non-current assets |
819,654 | 855,070 | ||||||
|
|
|
|
|||||
Total |
¥ | 1,037,397 | ¥ | 1,118,962 | ||||
|
|
|
|
Yen (millions) |
||||||||||||
2021 |
2022 |
2023 |
||||||||||
Balance at beginning of year |
¥ | 3,364 | ¥ | 3,358 | ¥ | 3,212 | ||||||
|
|
|
|
|
|
|||||||
Remeasurement |
¥ | 792 | ¥ | 42 | ¥ | 232 | ||||||
Write-offs |
(805 | ) | (191 | ) | (461 | ) | ||||||
Exchange differences on translating foreign operations |
7 | 3 | 5 | |||||||||
|
|
|
|
|
|
|||||||
Balance at end of year |
¥ | 3,358 | ¥ | 3,212 | ¥ | 2,988 | ||||||
|
|
|
|
|
|
Yen (millions) |
||||
Fair value |
||||
Contemporary Amperex Technology Co., Ltd. |
¥ | 226,938 | ||
GM Cruise Holdings LLC |
105,916 | |||
Stanley Electric Co., Ltd. |
21,463 | |||
Mitsubishi UFJ Financial Group, Inc. |
11,026 | |||
SES AI Corporation |
8,307 | |||
Tokio Marine Holdings, Inc. |
7,789 |
Yen (millions) |
||||
Fair value |
||||
Contemporary Amperex Technology Co., Ltd. |
¥ | 181,366 | ||
GM Cruise Holdings LLC |
115,556 | |||
Stanley Electric Co., Ltd. |
49,051 | |||
Mitsubishi UFJ Financial Group, Inc. |
12,296 | |||
Tokio Marine Holdings, Inc. |
8,349 | |||
Chubb Limited |
7,998 |
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Finished goods |
¥ | 907,872 | ¥ | 1,154,926 | ||||
Work in process |
90,871 | 95,041 | ||||||
Raw materials |
919,805 | 917,217 | ||||||
Total |
¥ | 1,918,548 | ¥ | 2,167,184 | ||||
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Investments accounted for using the equity method: |
||||||||
Affiliates |
¥ | 544,563 | ¥ | 499,942 | ||||
Joint ventures |
422,841 | 416,004 | ||||||
Total |
¥ | 967,404 | ¥ | 915,946 | ||||
Honda’s equity of undistributed earnings: |
||||||||
Affiliates |
¥ | 177,231 | ¥ | 87,284 | ||||
Joint ventures |
279,288 | 259,675 | ||||||
Total |
¥ | 456,519 | ¥ | 346,959 | ||||
Yen (millions) |
||||||||||||
2021 |
2022 |
2023 |
||||||||||
Profit for the year: |
||||||||||||
Affiliates |
¥ | 53,511 | ¥ | (17,844 | ) | ¥ | (81,504 | ) | ||||
Joint ventures |
219,223 | 220,356 | 198,949 | |||||||||
Total |
¥ | 272,734 | ¥ | 202,512 | ¥ | 117,445 | ||||||
Other comprehensive income: |
||||||||||||
Affiliates |
¥ | (1,197 | ) | ¥ | 26,673 | ¥ | 25,920 | |||||
Joint ventures |
33,457 | 52,560 | 4,801 | |||||||||
Total |
¥ | 32,260 | ¥ | 79,233 | ¥ | 30,721 | ||||||
Comprehensive income for the year: |
||||||||||||
Affiliates |
¥ | 52,314 | ¥ | 8,829 | ¥ | (55,584 | ) | |||||
Joint ventures |
252,680 | 272,916 | 203,750 | |||||||||
Total |
¥ | 304,994 | ¥ | 281,745 | ¥ | 148,166 | ||||||
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Current assets |
¥ | 747,397 | ¥ | 615,524 | ||||
Non-current assets |
252,219 | 279,691 | ||||||
|
|
|
|
|||||
Total assets |
999,616 | 895,215 | ||||||
|
|
|
|
|||||
Current liabilities |
610,379 | 520,257 | ||||||
Non-current liabilities |
34,182 | 31,680 | ||||||
|
|
|
|
|||||
Total liabilities |
644,561 | 551,937 | ||||||
|
|
|
|
|||||
Total equity |
¥ | 355,055 | ¥ | 343,278 | ||||
|
|
|
|
|||||
Honda’s share of total equity (50%) |
177,527 | 171,639 | ||||||
Equity method adjustments |
(697 | ) | (636 | ) | ||||
|
|
|
|
|||||
Carrying amount of its interest in the joint venture |
¥ | 176,830 | ¥ | 171,003 | ||||
|
|
|
|
|||||
Cash and cash equivalents included in current assets |
¥ | 301,839 | ¥ | 99,862 | ||||
Financial liabilities (excluding trade payables and provisions) included in current liabilities |
6,168 | 6,803 |
Yen (millions) |
||||||||||||
2021 |
2022 |
2023 |
||||||||||
Sales revenue |
¥ | 2,201,051 | ¥ | 1,994,534 | ¥ | 1,777,882 | ||||||
Interest income |
9,412 | 10,653 | 8,441 | |||||||||
Depreciation and amortization |
23,055 | 25,996 | 28,052 | |||||||||
Income tax expense |
65,102 | 60,868 | 52,826 | |||||||||
Profit for the year |
197,217 | 182,989 | 157,914 | |||||||||
Other comprehensive income |
25,462 | 44,812 | 3,256 | |||||||||
|
|
|
|
|
|
|||||||
Comprehensive income for the year |
¥ | 222,679 | ¥ | 227,801 | ¥ | 161,170 | ||||||
|
|
|
|
|
|
|||||||
Comprehensive income for the year (50%) |
111,340 | 113,901 | 80,585 | |||||||||
Equity method adjustments |
53 | 607 | 67 | |||||||||
|
|
|
|
|
|
|||||||
Honda’s share of comprehensive income for the year |
¥ | 111,393 | ¥ | 114,508 | ¥ | 80,652 | ||||||
|
|
|
|
|
|
|||||||
Dividend from the joint venture to Honda |
¥ | 102,767 | ¥ | 79,191 | ¥ | 86,506 |
Yen (millions) |
||||||||||||||||
For the year ended March 31, 2021 |
Motorcycle Business |
Automobile Business |
Power Product s
and Other Businesses |
Total |
||||||||||||
Sales revenue |
¥ | 122,605 | ¥ | 1,933,675 | ¥ | 6,331 | ¥ | 2,062,611 | ||||||||
Profit for the year |
2,552 | 2,593 | 843 | 5,988 |
Yen (millions) |
||||||||||||||||
As of and for the year ended March 31, 2022 |
Motorcycle Business |
Automobile Business |
Power Product s
and Other Businesses |
Total |
||||||||||||
Current assets |
¥ | 64,324 | ¥ | 1,542,414 | ¥ | 14,313 | ¥ | 1,621,051 | ||||||||
Non-current assets |
28,330 | 2,030,822 | 22,928 | 2,082,080 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
92,654 | 3,573,236 | 37,241 | 3,703,131 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Current liabilities |
25,819 | 1,013,738 | 3,768 | 1,043,325 | ||||||||||||
Non-current liabilities |
5,003 | 583,308 | 1,065 | 589,376 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities |
30,822 | 1,597,046 | 4,833 | 1,632,701 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total equity |
¥ | 61,832 | ¥ | 1,976,190 | ¥ | 32,408 | ¥ | 2,070,430 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Sales revenue |
¥ | 173,696 | ¥ | 3,120,190 | ¥ | 7,146 | ¥ | 3,301,032 | ||||||||
Profit for the year |
7,233 | 73,169 | 996 | 81,398 | ||||||||||||
Yen (millions) |
||||||||||||||||
As of and for the year ended March 31, 2023 |
Motorcycle Business |
Automobile Business |
Power Product s
and Other Businesses |
Total |
||||||||||||
Current assets |
¥ | 64,051 | ¥ | 1,746,374 | ¥ | 18,441 | ¥ | 1,828,866 | ||||||||
Non-current assets |
25,654 | 2,050,459 | 24,110 | 2,100,223 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
89,705 | 3,796,833 | 42,551 | 3,929,089 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Current liabilities |
29,887 | 1,205,478 | 4,319 | 1,239,684 | ||||||||||||
Non-current liabilities |
3,109 | 539,040 | 655 | 542,804 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities |
32,996 | 1,744,518 | 4,974 | 1,782,488 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total equity |
¥ | 56,709 | ¥ | 2,052,315 | ¥ | 37,577 | ¥ | 2,146,601 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Sales revenue |
¥ | 189,332 | ¥ | 3,800,943 | ¥ | 9,187 | ¥ | 3,999,462 | ||||||||
Profit for the year |
10,038 | (45,204 | ) | 1,901 | (33,265 | ) |
Yen (millions) |
||||||||||||||||
For the year ended March 31, 2021 |
Motorcycle Business |
Automobile Business |
Power Product s
and Other Businesses |
Total |
||||||||||||
Sales revenue |
¥ | 543,504 | ¥ | 4,839,927 | ¥ | 3,443 | ¥ | 5,386,874 | ||||||||
Profit for the year |
33,115 | 403,088 | 174 | 436,377 |
Yen (millions) |
||||||||||||||||
As of and for the year ended March 31, 2022 |
Motorcycle Business |
Automobile Business |
Power Product s
and Other Businesses |
Total |
||||||||||||
Current assets |
¥ | 272,962 | ¥ | 1,810,581 | ¥ | 4,771 | ¥ | 2,088,314 | ||||||||
Non-current assets |
130,271 | 479,707 | 909 | 610,887 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
403,233 | 2,290,288 | 5,680 | 2,699,201 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Current liabilities |
227,215 | 1,513,623 | 1,704 | 1,742,542 | ||||||||||||
Non-current liabilities |
17,769 | 70,675 | 665 | 89,109 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities |
244,984 | 1,584,298 | 2,369 | 1,831,651 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total equity |
¥ | 158,249 | ¥ | 705,990 | ¥ | 3,311 | ¥ | 867,550 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Sales revenue |
¥ | 811,764 | ¥ | 4,612,394 | ¥ | 3,940 | ¥ | 5,428,098 | ||||||||
Profit for the year |
62,907 | 375,642 | 363 | 438,912 | ||||||||||||
Yen (millions) |
||||||||||||||||
As of and for the year ended March 31, 2023 |
Motorcycle Business |
Automobile Business |
Power Product s
and Other Businesses |
Total |
||||||||||||
Current assets |
¥ | 337,603 | ¥ | 1,579,996 | ¥ | 3,677 | ¥ | 1,921,276 | ||||||||
Non-current assets |
134,567 | 544,319 | 989 | 679,875 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
472,170 | 2,124,315 | 4,666 | 2,601,151 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Current liabilities |
275,607 | 1,397,048 | 1,791 | 1,674,446 | ||||||||||||
Non-current liabilities |
23,272 | 74,136 | 2,184 | 99,592 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities |
298,879 | 1,471,184 | 3,975 | 1,774,038 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total equity |
¥ | 173,291 | ¥ | 653,131 | ¥ | 691 | ¥ | 827,113 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Sales revenue |
¥ | 1,071,031 | ¥ | 4,360,348 | ¥ | 6,022 | ¥ | 5,437,401 | ||||||||
Profit for the year |
93,766 | 304,119 | 1,779 | 399,664 |
Yen (millions) |
||||
Balance as of April 1, 2021 |
¥ | 6,302,709 | ||
Additions |
¥ | 2,026,098 | ||
Sales or disposal |
(2,171,117 | ) | ||
Exchange differences on translating foreign operations |
509,447 | |||
Other |
— | |||
Balance as of March 31, 2022 |
¥ | 6,667,137 | ||
Additions |
¥ | 1,543,448 | ||
Sales or disposal |
(2,357,684 | ) | ||
Exchange differences on translating foreign operations |
414,052 | |||
Other |
— | |||
Balance as of March 31, 2023 |
¥ | 6,266,953 | ||
Yen (millions) |
||||
Balance as of April 1, 2021 |
¥ | (1,382,793 | ) | |
Depreciation |
¥ | (879,196 | ) | |
Sales or disposal |
856,835 | |||
Exchange differences on translating foreign operations |
(100,982 | ) | ||
Other |
(1,872 | ) | ||
Balance as of March 31, 2022 |
¥ | (1,508,008 | ) | |
Depreciation |
¥ | (904,778 | ) | |
Sales or disposal |
955,122 | |||
Exchange differences on translating foreign operations |
(77,740 | ) | ||
Other |
(5,257 | ) | ||
Balance as of March 31, 2023 |
¥ | (1,540,661 | ) | |
Yen (millions) |
||||
Balance as of March 31, 2022 |
¥ | 5,159,129 | ||
Balance as of March 31, 2023 |
4,726,292 |
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Within 1 year |
¥ | 824,769 | ¥ | 737,110 | ||||
Between 1 and 2 years |
574,536 | 458,830 | ||||||
Between 2 and 3 years |
240,437 | 220,722 | ||||||
Between 3 and 4 years |
84,911 | 78,727 | ||||||
Between 4 and 5 years |
27,796 | 25,641 | ||||||
Later than 5 years |
— | 10,148 | ||||||
Total |
¥ | 1,752,449 | ¥ | 1,531,178 | ||||
Yen (millions) |
||||||||||||||||||||
Land |
Buildings and structures |
Machinery and equipment |
Construction in progress |
Total |
||||||||||||||||
Balance as of April 1, 2021 |
¥ | 628,724 | ¥ | 2,558,905 | ¥ | 5,687,117 | ¥ | 217,198 | ¥ | 9,091,944 | ||||||||||
Additions |
8,473 | 26,268 | 102,835 | 229,253 | 366,829 | |||||||||||||||
Reclassification |
387 | 28,766 | 199,242 | (228,395 | ) | — | ||||||||||||||
Sales or disposal |
(4,151 | ) | (33,722 | ) | (275,348 | ) | — | (313,221 | ) | |||||||||||
Exchange differences on translating foreign operations |
11,585 | 123,536 | 429,662 | 21,124 | 585,907 | |||||||||||||||
Other |
454 | (5,487 | ) | 4,421 | (1,606 | ) | (2,218 | ) | ||||||||||||
Balance as of March 31, 2022 |
¥ | 645,472 | ¥ | 2,698,266 | ¥ | 6,147,929 | ¥ | 237,574 | ¥ | 9,729,241 | ||||||||||
Additions |
10,366 | 35,335 | 87,630 | 444,732 | 578,063 | |||||||||||||||
Reclassification |
4,198 | 47,021 | 476,942 | (528,161 | ) | — | ||||||||||||||
Sales or disposal |
(9,980 | ) | (80,024 | ) | (297,580 | ) | — | (387,584 | ) | |||||||||||
Deconsolidation |
(3,580 | ) | (19,932 | ) | (82,733 | ) | (3,384 | ) | (109,629 | ) | ||||||||||
Exchange differences on translating foreign operations |
7,167 | 84,744 | 285,024 | 16,047 | 392,982 | |||||||||||||||
Other |
275 | (6,556 | ) | (1,572 | ) | (2,029 | ) | (9,882 | ) | |||||||||||
Balance as of March 31, 2023 |
¥ | 653,918 | ¥ | 2,758,854 | ¥ | 6,615,640 | ¥ | 164,779 | ¥ | 10,193,191 | ||||||||||
Yen (millions) |
||||||||||||||||||||
Land |
Buildings and structures |
Machinery and equipment |
Construction in progress |
Total |
||||||||||||||||
Balance as of April 1, 2021 |
¥ | (16,609 | ) | ¥ | (1,496,313 | ) | ¥ | (4,555,420 | ) | ¥ | (2,088 | ) | ¥ | (6,070,430 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Depreciation |
(7,087 | ) | (88,928 | ) | (342,254 | ) | — | (438,269 | ) | |||||||||||
Sales or disposal |
1,403 | 22,920 | 251,628 | — | 275,951 | |||||||||||||||
Exchange differences on translating foreign operations |
(235 | ) | (68,557 | ) | (344,775 | ) | (19 | ) | (413,586 | ) | ||||||||||
Other |
(391 | ) | (2,324 | ) | (1,889 | ) | 1,104 | (3,500 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of March 31, 2022 |
¥ | (22,919 | ) | ¥ | (1,633,202 | ) | ¥ | (4,992,710 | ) | ¥ | (1,003 | ) | ¥ | (6,649,834 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Depreciation |
(6,025 | ) | (96,136 | ) | (410,340 | ) | — | (512,501 | ) | |||||||||||
Sales or disposal |
6,090 | 72,290 | 274,535 | — | 352,915 | |||||||||||||||
Deconsolidation |
2,580 | 18,743 | 80,882 | 3,384 | 105,589 | |||||||||||||||
Exchange differences on translating foreign operations |
(87 | ) | (48,748 | ) | (245,648 | ) | 126 | (294,357 | ) | |||||||||||
Other |
(2,863 | ) | (7,768 | ) | (12,857 | ) | (3,406 | ) | (26,894 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of March 31, 2023 |
¥ | (23,224 | ) | ¥ | (1,694,821 | ) | ¥ | (5,306,138 | ) | ¥ | (899 | ) | ¥ | (7,025,082 | ) | |||||
|
|
|
|
|
|
|
|
|
|
Yen (millions) |
||||||||||||||||||||
Land |
Buildings and structures |
Machinery and equipment |
Construction in progress |
Total |
||||||||||||||||
Balance as of March 31, 2022 |
¥ | 622,553 | ¥ | 1,065,064 | ¥ | 1,155,219 | ¥ | 236,571 | ¥ | 3,079,407 | ||||||||||
Balance as of March 31, 2023 |
630,694 | 1,064,033 | 1,309,502 | 163,880 | 3,168,109 |
Yen (millions) |
||||||||||||||||
Land |
Buildings and structures |
Machinery and equipment |
Total |
|||||||||||||
Balance as of April 1, 2021 |
¥ | 80,543 | ¥ | 135,303 | ¥ | 79,484 | ¥ | 295,330 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Additions |
8,283 | 18,952 | 61,189 | 88,424 | ||||||||||||
Depreciation |
(7,087 | ) | (15,882 | ) | (45,326 | ) | (68,295 | ) | ||||||||
Other |
(102 | ) | (8,192 | ) | 535 | (7,759 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of March 31, 2022 |
¥ | 81,637 | ¥ | 130,181 | ¥ | 95,882 | ¥ | 307,700 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Additions |
10,386 | 30,294 | 43,474 | 84,154 | ||||||||||||
Depreciation |
(6,025 | ) | (15,887 | ) | (51,193 | ) | (73,105 | ) | ||||||||
Other |
370 | (8,529 | ) | (2,245 | ) | (10,404 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of March 31, 2023 |
¥ | 86,368 | ¥ | 136,059 | ¥ | 85,918 | ¥ | 308,345 | ||||||||
|
|
|
|
|
|
|
|
Yen (millions) |
||||||||||||||||
Capitalized development costs |
Software |
Other |
Total |
|||||||||||||
Balance as of April 1, 2021 |
¥ | 1,108,616 | ¥ | 429,222 | ¥ | 60,905 | ¥ | 1,598,743 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Additions |
¥ | — | ¥ | 8,597 | ¥ | 11,235 | ¥ | 19,832 | ||||||||
Internally developed |
159,174 | 20,311 | — | 179,485 | ||||||||||||
Sales or disposal |
(118,065 | ) | (15,760 | ) | (12,966 | ) | (146,791 | ) | ||||||||
Exchange differences on translating foreign operations |
6,565 | 22,365 | 6,057 | 34,987 | ||||||||||||
Other |
— | (2,484 | ) | (339 | ) | (2,823 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of March 31, 2022 |
¥ | 1,156,290 | ¥ | 462,251 | ¥ | 64,892 | ¥ | 1,683,433 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Additions |
¥ | — | ¥ | 12,163 | ¥ | 35,103 | ¥ | 47,266 | ||||||||
Internally developed |
120,811 | 28,088 | — | 148,899 | ||||||||||||
Sales or disposal |
(267,115 | ) | (5,107 | ) | (9,741 | ) | (281,963 | ) | ||||||||
Exchange differences on translating foreign operations |
4,280 | 15,870 | 3,503 | 23,653 | ||||||||||||
Other |
— | 4,285 | (336 | ) | 3,949 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of March 31, 2023 |
¥ | 1,014,266 | ¥ | 517,550 | ¥ | 93,421 | ¥ | 1,625,237 | ||||||||
|
|
|
|
|
|
|
|
Yen (millions) |
||||||||||||||||
Capitalized development costs |
Software |
Other |
Total |
|||||||||||||
Balance as of April 1, 2021 |
¥ | (437,213 | ) | ¥ | (329,104 | ) | ¥ | (13,663 | ) | ¥ | (779,980 | ) | ||||
Amortization |
¥ | (129,384 | ) | ¥ | (29,290 | ) | ¥ | (769 | ) | ¥ | (159,443 | ) | ||||
Sales or disposal |
118,065 | 15,003 | 3,447 | 136,515 | ||||||||||||
Exchange differences on translating foreign operations |
(1,288 | ) | (17,442 | ) | (906 | ) | (19,636 | ) | ||||||||
Other |
(12,821 | ) | 1,364 | 75 | (11,382 | ) | ||||||||||
Balance as of March 31, 2022 |
¥ | (462,641 | ) | ¥ | (359,469 | ) | ¥ | (11,816 | ) | ¥ | (833,926 | ) | ||||
Amortization |
¥ | (149,659 | ) | ¥ | (29,058 | ) | ¥ | (880 | ) | ¥ | (179,597 | ) | ||||
Sales or disposal |
267,115 | 4,693 | 938 | 272,746 | ||||||||||||
Exchange differences on translating foreign operations |
(719 | ) | (12,893 | ) | (758 | ) | (14,370 | ) | ||||||||
Other |
— | (1,036 | ) | 1,846 | 810 | |||||||||||
Balance as of March 31, 2023 |
¥ | (345,904 | ) | ¥ | (397,763 | ) | ¥ | (10,670 | ) | ¥ | (754,337 | ) | ||||
Yen (millions) |
||||||||||||||||
Capitalized development costs |
Software |
Other |
Total |
|||||||||||||
Balance as of March 31, 2022 |
¥ | 693,649 | ¥ | 102,782 | ¥ | 53,076 | ¥ | 849,507 | ||||||||
Balance as of March 31, 2023 |
668,362 | 119,787 | 82,751 | 870,900 |
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Trade accounts and notes payable |
¥ | 1,047,623 | ¥ | 1,181,893 | ||||
Other |
188,610 | 244,440 | ||||||
Total |
¥ | 1,236,233 | ¥ | 1,426,333 | ||||
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Current: |
||||||||
Commercial paper |
¥ | 421,801 | ¥ | 965,468 | ||||
Loans |
434,675 | 358,874 | ||||||
Asset-backed securities |
50,067 | 41,433 | ||||||
Subtotal |
¥ | 906,543 | ¥ | 1,365,775 | ||||
Reclassification from non-current liabilities (Current portion) |
¥ | 2,211,761 | ¥ | 1,925,420 | ||||
Total |
¥ | 3,118,304 | ¥ | 3,291,195 | ||||
2022 |
2023 |
|||||||
Weighted average interest rate |
1.01 | % | 4.29 | % |
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Non-current: |
||||||||
Loans |
¥ | 1,026,769 | ¥ | 958,836 | ||||
Medium-term notes |
3,996,486 | 3,359,462 | ||||||
Corporate bonds |
1,035,379 | 1,001,187 | ||||||
Asset-backed securities |
1,137,379 | 979,908 | ||||||
Subtotal |
¥ | 7,196,013 | ¥ | 6,299,393 | ||||
Reclassification to current liabilities (Current portion) |
¥ | (2,211,761 | ) | ¥ | (1,925,420 | ) | ||
Total |
¥ | 4,984,252 | ¥ | 4,373,973 | ||||
2022 |
2023 |
|||
Loans |
Interest rate: 0.07% - 11.75%
Due: 2022 - 2046
|
Interest rate: 0.14% - 12.90%
Due: 2023 - 2046
|
||
Medium-term notes |
Interest rate: 0.30% - 3.63%
Due: 2022 - 2031
|
Interest rate: 0.30% - 5.88%
Due: 2023 - 2031
|
||
Corporate bonds |
Interest rate: 0.01% - 2.97%
Due: 2022 - 2032
|
Interest rate: 0.01% - 2.97%
Due: 2023 - 2032
|
||
Asset-backed securities |
Interest rate: 0.11% - 3.30%
Due: 2022 - 2025
|
Interest rate: 0.11% - 5.50%
Due: 2023 - 2028
|
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Trade receivables |
¥ | 15,298 | ¥ | 20,811 | ||||
Receivables from financial services |
1,101,778 | 944,414 | ||||||
Equipment on operating leases |
142,097 | 133,936 | ||||||
Property, plant and equipment |
2,548 | 2,293 | ||||||
|
|
|
|
|||||
Total |
¥ | 1,261,721 | ¥ | 1,101,454 | ||||
|
|
|
|
Yen (millions) |
||||||||||||||||||||||||||||||||
Balance as of April 1, 2020 |
Cash flows from financing activities |
Cash flows from operating activities |
Non-cash changes |
Balance as of March 31, 2021 |
||||||||||||||||||||||||||||
Acquisitions |
Changes in foreign currency exchange rates |
Changes in fair value |
Other |
|||||||||||||||||||||||||||||
Short-term financing liabilities |
¥ |
1,424,667 |
¥ |
(179,512 |
) |
¥ |
—
|
¥ |
—
|
¥ |
55,337 |
¥ |
—
|
¥ |
(1,145 |
) |
¥ |
1,299,347 |
||||||||||||||
Long-term financing liabilities |
6,045,019 |
149,807
|
—
|
—
|
222,565 |
—
|
4,247 |
6,421,638 |
||||||||||||||||||||||||
Lease liabilities |
330,040 |
(67,628 |
) |
—
|
67,716 |
4,346 |
—
|
(17,045 |
) |
317,429 |
||||||||||||||||||||||
Derivative financial liabilities (assets) *
|
11,615 |
599 |
(5,446 |
) |
—
|
(1,705 |
) |
(38,946 |
) |
—
|
(33,883 |
) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
¥ |
7,811,341 |
¥ |
(96,734 |
) |
¥ |
(5,446 |
) |
¥ |
67,716 |
¥ |
280,543 |
¥ |
(38,946 |
) |
¥ |
(13,943 |
) |
¥ |
8,004,531 |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen (millions) |
||||||||||||||||||||||||||||||||
Balance as of April 1, 2021 |
Cash flows from financing activities |
Cash flows from operating activities |
Non-cash changes |
Balance as of March 31, 2022 |
||||||||||||||||||||||||||||
Acquisitions |
Changes in foreign currency exchange rates |
Changes in fair value |
Other |
|||||||||||||||||||||||||||||
Short-term financing liabilities |
¥ |
1,299,347 |
¥ |
(472,420 |
) |
¥ |
—
|
¥ |
—
|
¥ |
78,863 |
¥ |
—
|
¥ |
753 |
¥ |
906,543 |
|||||||||||||||
Long-term financing liabilities |
6,421,638 |
238,060
|
—
|
—
|
526,822 |
—
|
9,493 |
7,196,013 |
||||||||||||||||||||||||
Lease liabilities |
317,429 |
(80,165 |
) |
—
|
84,413 |
6,096 |
—
|
(9,015 |
) |
318,758 |
||||||||||||||||||||||
Derivative financial liabilities (assets) *
|
(33,883 |
) |
3,202 |
(1,296 |
) |
—
|
3,217 |
67,396 |
—
|
38,636 |
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
¥ |
8,004,531 |
¥ |
(311,323 |
) |
¥ |
(1,296 |
) |
¥ |
84,413 |
¥ |
614,998 |
¥ |
67,396
|
¥ |
1,231
|
¥ |
8,459,950 |
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen (millions) |
||||||||||||||||||||||||||||||||
Balance as of April 1, 2022 |
Cash flows from financing activities |
Cash flows from operating activities |
Non-cash changes |
Balance as of March 31, 2023 |
||||||||||||||||||||||||||||
Acquisitions |
Changes in foreign currency exchange rates |
Changes in fair value |
Other |
|||||||||||||||||||||||||||||
Short-term financing liabilities |
¥ |
906,543 |
¥ |
442,534 |
¥ |
—
|
¥ |
—
|
¥ |
27,055 |
¥ |
—
|
¥ |
(10,357 |
) |
¥ |
1,365,775 |
|||||||||||||||
Long-term financing liabilities |
7,196,013 |
(1,356,965 |
) |
—
|
—
|
459,754 |
—
|
591 |
6,299,393 |
|||||||||||||||||||||||
Lease liabilities |
318,758 |
(78,297 |
) |
—
|
79,202 |
3,675 |
—
|
(7,380 |
) |
315,958 |
||||||||||||||||||||||
Derivative financial liabilities (assets) *
|
38,636 |
(54,158 |
) |
(8,641 |
) |
—
|
3,718 |
85,721 |
—
|
65,276 |
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
¥ |
8,459,950 |
¥ |
(1,046,886 |
) |
¥ |
(8,641 |
) |
¥ |
79,202 |
¥ |
494,202 |
¥ |
85,721
|
¥ |
(17,146 |
) |
¥ |
8,046,402 |
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* | Derivative financial liabilities (assets) are held by the Company and its finance subsidiaries to hedge foreign currency risk for principals and interests payment of long-term financing liabilities. The cash flows related to repayments of principals are included in cash flows from financing activities, while the cash flows related to interest paid are included in cash flows from operating activities. |
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Financial liabilities measured at amortized cost |
¥ | 48,283 | ¥ | 53,920 | ||||
Financial liabilities measured at fair value through profit or loss: |
||||||||
Derivatives |
151,942 | 242,968 | ||||||
Lease liabilities |
318,758 | 315,958 | ||||||
|
|
|
|
|||||
Total |
¥ | 518,983 | ¥ | 612,846 | ||||
|
|
|
|
|||||
Current liabilities |
¥ | 236,900 | ¥ | 324,110 | ||||
Non-current liabilities |
282,083 | 288,736 | ||||||
|
|
|
|
|||||
Total |
¥ | 518,983 | ¥ | 612,846 | ||||
|
|
|
|
Yen (millions) |
||||||||||||
Product warranties* |
Other |
Total |
||||||||||
Balance as of April 1, 2022 |
¥ | 419,201 | ¥ | 102,812 | ¥ | 522,013 | ||||||
|
|
|
|
|
|
|||||||
Provision |
¥ | 289,850 | ¥ | 27,766 | ¥ | 317,616 | ||||||
Write-offs |
(160,757 | ) | (30,887 | ) | (191,644 | ) | ||||||
Reversal |
(33,070 | ) | (8,624 | ) | (41,694 | ) | ||||||
Exchange differences on translating foreign operations |
19,875 | 6,704 | 26,579 | |||||||||
|
|
|
|
|
|
|||||||
Balance as of March 31, 2023 |
¥ | 535,099 | ¥ | 97,771 | ¥ | 632,870 | ||||||
|
|
|
|
|
|
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Current liabilities |
¥ | 268,388 | ¥ | 362,701 | ||||
Non-current liabilities |
253,625 | 270,169 | ||||||
|
|
|
|
|||||
Total |
¥ | 522,013 | ¥ | 632,870 | ||||
|
|
|
|
* | Honda recognizes provisions for product warranties to cover future product warranty expenses. Honda recognizes costs for general warranties on products Honda sells and for specific warranty programs, including product recalls. Honda recognizes general estimated warranty costs at the time products are sold to customers. Honda also recognizes specific estimated warranty program costs when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. These provisions are estimated based on historical warranty claim experience with consideration given to the expected level of future warranty costs, including current sales trends, the expected number of units to be affected and the estimated average repair cost per unit for warranty claims. Provisions for product warranties are utilized for expenditures based on the demand from customers and dealers. |
Yen (millions) |
||||||||||||||||
2022 |
2023 |
|||||||||||||||
Japanese plans |
Foreign plans |
Japanese plans |
Foreign plans |
|||||||||||||
Present value of defined benefit obligations: |
||||||||||||||||
Balance at beginning of year |
¥ | 1,305,054 | ¥ | 1,104,894 | ¥ | 1,262,245 | ¥ | 1,087,526 | ||||||||
Current service cost |
35,045 | 22,351 | 30,632 | 22,555 | ||||||||||||
Past service cost |
— | — | — | — | ||||||||||||
Interest cost |
8,360 | 29,822 | 9,732 | 40,151 | ||||||||||||
Plan participants’ contributions |
— | 3,657 | — | 4,165 | ||||||||||||
Remeasurements: |
||||||||||||||||
Changes in demographic assumptions |
6,346 | (777 | ) | (3,387 | ) | (317 | ) | |||||||||
Changes in financial assumptions |
(25,500 | ) | (85,754 | ) | (71,936 | ) | (220,863 | ) | ||||||||
Other |
5,502 | (3,603 | ) | 12,291 | 38,427 | |||||||||||
Benefits paid |
(72,562 | ) | (82,561 | ) | (63,085 | ) | (116,150 | ) | ||||||||
Deconsolidation |
— | — | (15,765 | ) | — | |||||||||||
Exchange differences on translating foreign operations |
— | 99,497 | — | 70,467 | ||||||||||||
Balance at end of year |
¥ | 1,262,245 | ¥ | 1,087,526 | ¥ | 1,160,727 | ¥ | 925,961 | ||||||||
Fair value of plan assets: |
||||||||||||||||
Balance at beginning of year |
¥ | 1,365,509 | ¥ | 910,436 | ¥ | 1,355,276 | ¥ | 1,013,050 | ||||||||
Interest income |
8,865 | 24,981 | 10,589 | 37,211 | ||||||||||||
Actual return on plan assets, excluding interest income |
21,172 | 50,833 | (76,690 | ) | (137,659 | ) | ||||||||||
Employer contributions |
20,484 | 17,404 | 20,409 | 21,178 | ||||||||||||
Plan participants’ contributions |
— | 3,657 | — | 4,165 | ||||||||||||
Benefits paid |
(60,754 | ) | (82,561 | ) | (58,544 | ) | (116,150 | ) | ||||||||
Deconsolidation |
— | — | (14,285 | ) | — | |||||||||||
Exchange differences on translating foreign operations |
— | 88,300 | — | 58,180 | ||||||||||||
Balance at end of year |
¥ | 1,355,276 | ¥ | 1,013,050 | ¥ | 1,236,755 | ¥ | 879,975 | ||||||||
Effects of asset ceiling |
— | 35,321 | — | 62,516 | ||||||||||||
Net defined benefit liabilities (assets) |
¥ | (93,031 | ) | ¥ | 109,797 | ¥ | (76,028 | ) | ¥ | 108,502 | ||||||
Yen (millions) |
||||||||||||||||||||||||
Japanese plans |
Foreign plans |
|||||||||||||||||||||||
Market price in active market |
Market price in active market |
|||||||||||||||||||||||
Quoted |
Unquoted |
Total |
Quoted |
Unquoted |
Total |
|||||||||||||||||||
Cash and cash equivalents |
¥ | 56,192 | ¥ | — | ¥ | 56,192 | ¥ | 15,147 | ¥ | — | ¥ | 15,147 | ||||||||||||
Equity securities: |
||||||||||||||||||||||||
Japan |
32,349 | — | 32,349 | 9,483 | — | 9,483 | ||||||||||||||||||
United States |
260,424 | 58 | 260,482 | 72,349 | — | 72,349 | ||||||||||||||||||
Other |
248,143 | 276 | 248,419 | 51,606 | — | 51,606 | ||||||||||||||||||
Debt securities: |
||||||||||||||||||||||||
Japan |
65,388 | — | 65,388 | — | 575 | 575 | ||||||||||||||||||
United States |
2,795 | 150,494 | 153,289 | — | 81,155 | 81,155 | ||||||||||||||||||
Other |
173,477 | 71,516 | 244,993 | — | 7,100 | 7,100 | ||||||||||||||||||
Group annuity insurance: |
||||||||||||||||||||||||
General accounts |
— | 40,008 | 40,008 | — | — | — | ||||||||||||||||||
Separate accounts |
— | 22,317 | 22,317 | — | — | — | ||||||||||||||||||
Pooled funds: |
||||||||||||||||||||||||
Real estate funds |
— | 402 | 402 | — | 87,540 | 87,540 | ||||||||||||||||||
Private equity funds |
— | — | — | — | 191,196 | 191,196 | ||||||||||||||||||
Hedge funds |
— | 145,474 | 145,474 | — | 34,341 | 34,341 | ||||||||||||||||||
Commingled and other mutual funds |
1,798 | 129,080 | 130,878 | 4,732 | 425,668 | 430,400 | ||||||||||||||||||
Other |
67 | (44,982 | ) | (44,915 | ) | 61 | 32,097 | 32,158 | ||||||||||||||||
Total |
¥ | 840,633 | ¥ | 514,643 | ¥ | 1,355,276 | ¥ | 153,378 | ¥ | 859,672 | ¥ | 1,013,050 | ||||||||||||
Yen (millions) |
||||||||||||||||||||||||
Japanese plans |
Foreign plans |
|||||||||||||||||||||||
Market price in active market |
Market price in active market |
|||||||||||||||||||||||
Quoted |
Unquoted |
Total |
Quoted |
Unquoted |
Total |
|||||||||||||||||||
Cash and cash equivalents |
¥ | 20,230 | ¥ | — | ¥ | 20,230 | ¥ | 6,929 | ¥ | — | ¥ | 6,929 | ||||||||||||
Equity securities: |
||||||||||||||||||||||||
Japan |
22,388 | — | 22,388 | 398 | — | 398 | ||||||||||||||||||
United States |
195,611 | — | 195,611 | 13,794 | — | 13,794 | ||||||||||||||||||
Other |
171,921 | 153 | 172,074 | 7,413 | — | 7,413 | ||||||||||||||||||
Debt securities: |
||||||||||||||||||||||||
Japan |
66,416 | 862 | 67,278 | — | 768 | 768 | ||||||||||||||||||
United States |
35,338 | 136,352 | 171,690 | — | 114,757 | 114,757 | ||||||||||||||||||
Other |
152,213 | 89,536 | 241,749 | — | 10,656 | 10,656 | ||||||||||||||||||
Group annuity insurance: |
||||||||||||||||||||||||
General accounts |
— | 40,942 | 40,942 | — | — | — | ||||||||||||||||||
Separate accounts |
— | 23,130 | 23,130 | — | — | — | ||||||||||||||||||
Pooled funds: |
||||||||||||||||||||||||
Real estate funds |
— | 398 | 398 | — | 73,017 | 73,017 | ||||||||||||||||||
Private equity funds |
— | — | — | — | 162,414 | 162,414 | ||||||||||||||||||
Hedge funds |
— | 117,422 | 117,422 | — | 26,061 | 26,061 | ||||||||||||||||||
Commingled and other mutual funds |
1,419 | 151,752 | 153,171 | — | 454,352 | 454,352 | ||||||||||||||||||
Other |
54 | 10,618 | 10,672 | 263 | 9,153 | 9,416 | ||||||||||||||||||
Total |
¥ | 665,590 | ¥ | 571,165 | ¥ | 1,236,755 | ¥ | 28,797 | ¥ | 851,178 | ¥ | 879,975 | ||||||||||||
2022 |
2023 |
|||||||||||||||
Japanese plans |
Foreign plans |
Japanese plans |
Foreign plans |
|||||||||||||
Discount rate |
0.8 | % | 2.8 - 4.0 |
% | 1.2 | % | 4.8 - 5.1 |
% | ||||||||
Rate of salary increase |
1.5 | % | 2.0 - 3.6 |
% | 1.6 | % | 2.0 - 4.4 |
% |
Yen (millions) |
||||||||||||||||
2022 |
2023 |
|||||||||||||||
Japanese plans |
Foreign plans |
Japanese plans |
Foreign plans |
|||||||||||||
0.5% decrease |
¥ | 93,079 increase | ¥ | 86,569 increase | ¥ | 80,821 increase | ¥ | 57,236 increase | ||||||||
0.5% increase |
¥ | 83,077 decrease | ¥ | 78,153 decrease | ¥ | 72,450 decrease | ¥ | 50,643 decrease |
2022 |
2023 |
|||||||||||||||
Japanese plans |
Foreign plans |
Japanese plans |
Foreign plans |
|||||||||||||
Weighted average duration of defined benefit obligations |
14 years | 14 years | 13 years | 11 years |
Yen (millions) |
||||||||||||
2021 |
2022 |
2023 |
||||||||||
Personnel expenses |
¥ | 1,470,748 | ¥ | 1,502,364 | ¥ | 1,635,515 |
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Financing liabilities |
¥ | 8,102,556 | ¥ | 7,665,168 | ||||
Equity |
10,772,546 | 11,502,291 |
Shares |
||||||||||||
2021 |
2022 |
2023 |
||||||||||
Total number of authorized shares |
||||||||||||
Balance at end of year |
||||||||||||
Common shares, no par value |
7,086,000,000 | 7,086,000,000 | 7,086,000,000 | |||||||||
Total number of issued shares |
||||||||||||
Balance at beginning of year |
1,811,428,430 | 1,811,428,430 | 1,811,428,430 | |||||||||
Changes during the year |
— | — | — | |||||||||
Balance at end of year |
1,811,428,430 | 1,811,428,430 | 1,811,428,430 |
Shares |
||||||||||||
2021 |
2022 |
2023 |
||||||||||
Common shares |
84,773,162 | 100,828,074 | 147,087,841 |
Yen (millions) |
||||||||||||||||
Remeasurements of defined benefit plans |
Net changes in revaluation of financial assets measured at fair value through other comprehensive income |
Exchange differences on translating foreign operations |
Total |
|||||||||||||
Balance as of April 1, 2020 |
¥ | — | ¥ | 24,876 | ¥ | (139,515 | ) | ¥ | (114,639 | ) | ||||||
Adjustment during the year |
¥ | 239,801 | ¥ | 69,876 | ¥ | 247,655 | ¥ | 557,332 | ||||||||
Reclassification to retained earnings |
(239,801 | ) | (6,182 | ) | — | (245,983 | ) | |||||||||
Balance as of March 31, 2021 |
¥ | — | ¥ | 88,570 | ¥ | 108,140 | ¥ | 196,710 | ||||||||
Adjustment during the year |
¥ | 117,489 | ¥ | 58,863 | ¥ | 736,578 | ¥ | 912,930 | ||||||||
Reclassification to retained earnings |
(117,489 | ) | (1,713 | ) | — | (119,202 | ) | |||||||||
Balance as of March 31, 2022 |
¥ | — | ¥ | 145,720 | ¥ | 844,718 | ¥ | 990,438 | ||||||||
Adjustment during the year |
¥ | 3,304 | ¥ | (19,030 | ) | ¥ | 445,739 | ¥ | 430,013 | |||||||
Reclassification to retained earnings |
(3,304 | ) | 250 | — | (3,054 | ) | ||||||||||
Balance as of March 31, 2023 |
¥ | — | ¥ | 126,940 | ¥ | 1,290,457 | ¥ | 1,417,397 | ||||||||
Yen (millions) |
||||||||||||
Before-tax |
Tax benefit (expense) |
Net-of-tax |
||||||||||
Items that will not be reclassified to profit or loss: |
||||||||||||
Remeasurements of defined benefit plans: |
||||||||||||
Amount incurred during the year |
¥ | 327,604 | ¥ | (89,342 | ) | ¥ | 238,262 | |||||
Net changes |
327,604 | (89,342 | ) | 238,262 | ||||||||
Net changes in revaluation of financial assets measured at fair value through other comprehensive income: |
||||||||||||
Amount incurred during the year |
93,450 | (25,847 | ) | 67,603 | ||||||||
Net changes |
93,450 | (25,847 | ) | 67,603 | ||||||||
Share of other comprehensive income of investments accounted for using the equity method: |
||||||||||||
Amount incurred during the year |
5,186 | (276 | ) | 4,910 | ||||||||
Net changes |
5,186 | (276 | ) | 4,910 | ||||||||
Items that may be reclassified subsequently to profit or loss: |
||||||||||||
Net changes in revaluation of financial assets measured at fair value through other comprehensive income: |
||||||||||||
Amount incurred during the year |
(107 | ) | 1 | (106 | ) | |||||||
Reclassification to profit or loss |
82 | (19 | ) | 63 | ||||||||
Net changes |
(25 | ) | (18 | ) | (43 | ) | ||||||
Exchange differences on translating foreign operations: |
||||||||||||
Amount incurred during the year |
239,097 | — | 239,097 | |||||||||
Reclassification to profit or loss |
— | — | — | |||||||||
Net changes |
239,097 | — | 239,097 | |||||||||
Share of other comprehensive income of investments accounted for using the equity method: |
||||||||||||
Amount incurred during the year |
27,046 | 377 | 27,423 | |||||||||
Reclassification to profit or loss |
(73 | ) | — | (73 | ) | |||||||
Net changes |
26,973 | 377 | 27,350 | |||||||||
Total other comprehensive income |
¥ | 692,285 | ¥ | (115,106 | ) | ¥ | 577,179 | |||||
Yen (millions) |
||||||||||||
Before-tax |
Tax benefit (expense) |
Net-of-tax |
||||||||||
Items that will not be reclassified to profit or loss: |
||||||||||||
Remeasurements of defined benefit plans: |
||||||||||||
Amount incurred during the year |
¥ | 153,785 | ¥ | (36,743 | ) | ¥ | 117,042 | |||||
Net changes |
153,785 | (36,743 | ) | 117,042 | ||||||||
Net changes in revaluation of financial assets measured at fair value through other comprehensive income: |
||||||||||||
Amount incurred during the year |
76,909 | (18,274 | ) | 58,635 | ||||||||
Net changes |
76,909 | (18,274 | ) | 58,635 | ||||||||
Share of other comprehensive income of investments accounted for using the equity method: |
||||||||||||
Amount incurred during the year |
1,862 | (76 | ) | 1,786 | ||||||||
Net changes |
1,862 | (76 | ) | 1,786 | ||||||||
Items that may be reclassified subsequently to profit or loss: |
||||||||||||
Net changes in revaluation of financial assets measured at fair value through other comprehensive income: |
||||||||||||
Amount incurred during the year |
(915 | ) | 203 | (712 | ) | |||||||
Reclassification to profit or loss |
39 | (9 | ) | 30 | ||||||||
Net changes |
(876 | ) | 194 | (682 | ) | |||||||
Exchange differences on translating foreign operations: |
||||||||||||
Amount incurred during the year |
680,724 | — | 680,724 | |||||||||
Reclassification to profit or loss |
— | — | — | |||||||||
Net changes |
680,724 | — | 680,724 | |||||||||
Share of other comprehensive income of investments accounted for using the equity method: |
||||||||||||
Amount incurred during the year |
79,484 | (1,972 | ) | 77,512 | ||||||||
Reclassification to profit or loss |
(65 | ) | — | (65 | ) | |||||||
Net changes |
79,419 | (1,972 | ) | 77,447 | ||||||||
Total other comprehensive income |
¥ | 991,823 | ¥ | (56,871 | ) | ¥ | 934,952 | |||||
Yen (millions) |
||||||||||||
Before-tax |
Tax benefit (expense) |
Net-of-tax |
||||||||||
Items that will not be reclassified to profit or loss: |
||||||||||||
Remeasurements of defined benefit plans: |
||||||||||||
Amount incurred during the year |
¥ | 7,192 | ¥ | (3,842 | ) | ¥ | 3,350 | |||||
Net changes |
7,192 | (3,842 | ) | 3,350 | ||||||||
Net changes in revaluation of financial assets measured at fair value through other comprehensive income: |
||||||||||||
Amount incurred during the year |
(26,279 | ) | 7,814 | (18,465 | ) | |||||||
Net changes |
(26,279 | ) | 7,814 | (18,465 | ) | |||||||
Share of other comprehensive income of investments accounted for using the equity method: |
||||||||||||
Amount incurred during the year |
294 | (2 | ) | 292 | ||||||||
Net changes |
294 | (2 | ) | 292 | ||||||||
Items that may be reclassified subsequently to profit or loss: |
||||||||||||
Net changes in revaluation of financial assets measured at fair value through other comprehensive income: |
||||||||||||
Amount incurred during the year |
(444 | ) | 98 | (346 | ) | |||||||
Reclassification to profit or loss |
(166 | ) | 38 | (128 | ) | |||||||
Net changes |
(610 | ) | 136 | (474 | ) | |||||||
Exchange differences on translating foreign operations: |
||||||||||||
Amount incurred during the year |
427,650 | (1,612 | ) | 426,038 | ||||||||
Reclassification to profit or loss |
(4,690 | ) | 1,612 | (3,078 | ) | |||||||
Net changes |
422,960 | — | 422,960 | |||||||||
Share of other comprehensive income of investments accounted for using the equity method: |
||||||||||||
Amount incurred during the year |
32,436 | (1,905 | ) | 30,531 | ||||||||
Reclassification to profit or loss |
(102 | ) | — | (102 | ) | |||||||
Net changes |
32,334 | (1,905 | ) | 30,429 | ||||||||
Total other comprehensive income |
¥ | 435,891 | ¥ | 2,201 | ¥ | 438,092 | ||||||
Yen (millions) |
||||||||||||
2021 |
2022 |
2023 |
||||||||||
Items that will not be reclassified to profit or loss: |
||||||||||||
Remeasurements of defined benefit plans |
¥ | 1,030 | ¥ | 565 | ¥ | 341 | ||||||
Net changes in revaluation of financial assets measured at fair value through other comprehensive income |
25 | (136 | ) | 88 | ||||||||
Items that may be reclassified subsequently to profit or loss: |
||||||||||||
Exchange differences on translating foreign operations |
18,792 | 21,593 | 7,650 | |||||||||
Total |
¥ | 19,847 | ¥ | 22,022 | ¥ | 8,079 | ||||||
Resolution | The Board of Directors Meeting on May 12, 2020 | |
Type of shares | Common shares | |
Total amount of dividends (millions of yen) | 48,363 | |
Dividend per share (yen) | 28.00 | |
Record date | March 31, 2020 | |
Effective date | June 3, 2020 | |
Resolution |
The Board of Directors Meeting on August 5, 2020 |
|
Type of shares | Common shares | |
Total amount of dividends (millions of yen) | 18,999 | |
Dividend per share (yen) | 11.00 | |
Record date | June 30, 2020 | |
Effective date | September 4, 2020 | |
Resolution |
The Board of Directors Meeting on November 6, 2020 |
|
Type of shares | Common shares | |
Total amount of dividends (millions of yen) | 32,818 | |
Dividend per share (yen) | 19.00 | |
Record date | September 30, 2020 | |
Effective date | December 2, 2020 | |
Resolution |
The Board of Directors Meeting on February 9, 2021 |
|
Type of shares | Common shares | |
Total amount of dividends (millions of yen) | 44,909 | |
Dividend per share (yen) | 26.00 | |
Record date | December 31, 2020 | |
Effective date | March 8, 2021 |
Resolution | The Board of Directors Meeting on May 14, 2021 | |
Type of shares | Common shares | |
Total amount of dividends (millions of yen) | 93,272 | |
Dividend per share (yen) | 54.00 | |
Record date | March 31, 2021 | |
Effective date | June 7, 2021 | |
Resolution |
The Board of Directors Meeting on November 5, 2021 | |
Type of shares | Common shares | |
Total amount of dividends (millions of yen) | 95,130 | |
Dividend per share (yen) | 55.00 | |
Record date | September 30, 2021 | |
Effective date | December 1, 2021 |
Resolution | The Board of Directors Meeting on May 13, 2022 | |
Type of shares | Common shares | |
Total amount of dividends (millions of yen) | 111,256 | |
Dividend per share (yen) | 65.00 | |
Record date | March 31, 2022 | |
Effective date | June 6, 2022 | |
Resolution |
The Board of Directors Meeting on November 9, 2022 | |
Type of shares | Common shares | |
Total amount of dividends (millions of yen) | 102,219 | |
Dividend per share (yen) | 60.00 | |
Record date | September 30, 2022 | |
Effective date | December 5, 2022 |
Resolution | The Board of Directors Meeting on May 11, 2023 | |
Type of shares | Common shares | |
Resource for dividend | Retained earnings | |
Total amount of dividends (millions of yen) | 99,915 | |
Dividend per share (yen) | 60.00 | |
Record date | March 31, 2023 | |
Effective date | June 6, 2023 |
Yen (millions) |
||||||||||||||||||||
Motorcycle Business |
Automobile Business |
Financial Services Business |
Power Product s
and Other Businesses |
Total |
||||||||||||||||
Revenue arising from contracts with customers |
||||||||||||||||||||
Japan |
¥ | 88,128 | ¥ | 1,321,329 | ¥ | 128,265 | ¥ | 59,249 | ¥ | 1,596,971 | ||||||||||
North America |
197,155 | 4,671,998 | 1,049,739 | 133,641 | 6,052,533 | |||||||||||||||
Europe |
146,948 | 290,326 | — | 63,262 | 500,536 | |||||||||||||||
Asia |
1,147,539 | 2,032,469 | 1 | 47,465 | 3,227,474 | |||||||||||||||
Other Regions |
205,142 | 238,509 | — | 17,785 | 461,436 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
¥ | 1,784,912 | ¥ | 8,554,631 | ¥ | 1,178,005 | ¥ | 321,402 | ¥ | 11,838,950 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Revenue arising from the other sources* |
2,371 | 12,574 | 1,316,289 | 335 | 1,331,569 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
¥ | 1,787,283 | ¥ | 8,567,205 | ¥ | 2,494,294 | ¥ | 321,737 | ¥ | 13,170,519 | ||||||||||
|
|
|
|
|
|
|
|
|
|
Yen (millions) |
||||||||||||||||||||
Motorcycle Business |
Automobile Business |
Financial Services Business |
Power Product s
and Other Businesses |
Total |
||||||||||||||||
Revenue arising from contracts with customers |
||||||||||||||||||||
Japan |
¥ | 105,022 | ¥ | 1,337,860 | ¥ | 146,185 | ¥ | 79,182 | ¥ | 1,668,249 | ||||||||||
North America |
230,766 | 4,877,900 | 1,289,076 | 152,096 | 6,549,838 | |||||||||||||||
Europe |
202,254 | 319,340 | — | 79,393 | 600,987 | |||||||||||||||
Asia |
1,307,915 | 2,314,425 | 37 | 63,861 | 3,686,238 | |||||||||||||||
Other Regions |
337,219 | 280,702 | — | 24,305 | 642,226 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
¥ | 2,183,176 | ¥ | 9,130,227 | ¥ | 1,435,298 | ¥ | 398,837 | ¥ | 13,147,538 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Revenue arising from the other sources* |
2,077 | 17,271 | 1,385,369 | 441 | 1,405,158 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
¥ | 2,185,253 | ¥ | 9,147,498 | ¥ | 2,820,667 | ¥ | 399,278 | ¥ | 14,552,696 | ||||||||||
|
|
|
|
|
|
|
|
|
|
Yen (millions) |
||||||||||||||||||||
Motorcycle Business |
Automobile Business |
Financial Services Business |
Power Product s
and Other Businesses |
Total |
||||||||||||||||
Revenue arising from contracts with customers |
||||||||||||||||||||
Japan |
¥ | 109,393 | ¥ | 1,375,593 | ¥ | 158,653 | ¥ | 89,627 | ¥ | 1,733,266 | ||||||||||
North America |
306,725 | 5,985,958 | 1,341,863 | 182,126 | 7,816,672 | |||||||||||||||
Europe |
250,088 | 332,928 | — | 94,328 | 677,344 | |||||||||||||||
Asia |
1,739,330 | 2,523,613 | 29 | 55,354 | 4,318,326 | |||||||||||||||
Other Regions |
502,917 | 360,299 | — | 29,464 | 892,680 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
¥ | 2,908,453 | ¥ | 10,578,391 | ¥ | 1,500,545 | ¥ | 450,899 | ¥ | 15,438,288 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Revenue arising from the other sources* |
530 | 15,128 | 1,453,553 | 226 | 1,469,437 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
¥ | 2,908,983 | ¥ | 10,593,519 | ¥ | 2,954,098 | ¥ | 451,125 | ¥ | 16,907,725 | ||||||||||
|
|
|
|
|
|
|
|
|
|
* | Revenue arising from the other sources primarily includes lease revenues recognized under IFRS 16 and interest recognized under IFRS 9. |
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Receivables from contracts with customers: |
||||||||
Trade receivables |
¥ | 785,157 | ¥ | 893,559 | ||||
Contract liabilities: |
||||||||
Other current liabilities |
261,049 | 292,552 | ||||||
Other noncurrent liabilities |
193,845 | 240,556 |
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Within 1 year |
¥ | 127,377 | ¥ | 150,507 | ||||
Between 1 and 5 years |
221,282 | 280,981 | ||||||
Later than 5 years |
15,748 | 14,892 | ||||||
|
|
|
|
|||||
Total |
¥ | 364,407 | ¥ | 446,380 | ||||
|
|
|
|
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Assets recognized from the costs to obtain a contract with a customer |
¥ | 128,864 | ¥ | 148,074 |
Yen (millions) |
||||||||||||
2021 |
2022 |
2023 |
||||||||||
Research and development expenditures incurred during the reporting period |
¥ | 780,065 | ¥ | 804,025 | ¥ | 852,067 | ||||||
Amount capitalized |
(201,889 | ) | (159,174 | ) | (120,811 | ) | ||||||
Amortization and impairment losses of capitalized development costs |
160,718 | 142,205 | 149,659 | |||||||||
|
|
|
|
|
|
|||||||
Total |
¥ | 738,894 | ¥ | 787,056 | ¥ | 880,915 | ||||||
|
|
|
|
|
|
Yen (millions) |
||||||||||||
2021 |
2022 |
2023 |
||||||||||
Interest income: |
||||||||||||
Financial assets measured at amortized cost |
¥ | 18,146 | ¥ | 22,847 | ¥ | 69,217 | ||||||
Financial assets measured at fair value through other comprehensive income |
196 | 185 | 497 | |||||||||
Financial assets measured at fair value through profit or loss |
1,463 | 2,595 | 3,357 | |||||||||
Total |
19,805 | 25,627 | 73,071 | |||||||||
Interest expense: |
||||||||||||
Financial liabilities measured at amortized cost |
(12,269 | ) | (15,706 | ) | (34,065 | ) | ||||||
Other |
(1,608 | ) | (1,161 | ) | (2,047 | ) | ||||||
Total |
(13,877 | ) | (16,867 | ) | (36,112 | ) | ||||||
Other, net: |
||||||||||||
Dividends received: |
||||||||||||
Financial assets measured at fair value through other comprehensive income |
3,372 | 4,777 | 6,150 | |||||||||
Financial assets measured at fair value through profit or loss |
0 | — | — | |||||||||
Gains (losses) on derivatives: |
||||||||||||
Financial assets and financial liabilities measured at fair value through profit or loss |
15,102 | (77,789 | ) | (92,144 | ) | |||||||
Gains (losses) on foreign exchange |
(26,163 | ) | 68,033 | 47,705 | ||||||||
Other |
(17,128 | ) | (7,335 | ) | (17,319 | ) | ||||||
Total |
(24,817 | ) | (12,314 | ) | (55,608 | ) | ||||||
Total |
¥ | (18,889 | ) | ¥ | (3,554 | ) | ¥ | (18,649 | ) | |||
Yen (millions) |
||||||||||||||||||||||||||||||||||||
2021 |
2022 |
2023 |
||||||||||||||||||||||||||||||||||
Japan |
Foreign |
Total |
Japan |
Foreign |
Total |
Japan |
Foreign |
Total |
||||||||||||||||||||||||||||
Profit (loss) before income taxes |
¥ | (32,954 | ) | ¥ | 947,007 | ¥ | 914,053 | ¥ | (42,213 | ) | ¥ | 1,112,403 | ¥ | 1,070,190 | ¥ | (40,638 | ) | ¥ | 920,203 | ¥ | 879,565 | |||||||||||||||
Income tax expense (benefit): |
||||||||||||||||||||||||||||||||||||
Current taxes |
7,236 | 174,694 | 181,930 | 9,539 | 277,894 | 287,433 | 12,699 | 353,611 | 366,310 | |||||||||||||||||||||||||||
Deferred taxes |
(21,228 | ) | 57,907 | 36,679 | (4,081 | ) | 26,137 | 22,056 | (92,631 | ) | (111,423 | ) | (204,054 | ) | ||||||||||||||||||||||
Total |
¥ | (13,992 | ) | ¥ | 232,601 | ¥ | 218,609 | ¥ | 5,458 | ¥ | 304,031 | ¥ | 309,489 | ¥ | (79,932 | ) | ¥ | 242,188 | ¥ | 162,256 | ||||||||||||||||
2021 |
2022 |
2023 |
||||||||||
Statutory income tax rate |
30.2 | % | 30.2 | % | 30.2 | % | ||||||
Difference in statutory income tax rates of foreign subsidiaries |
(5.2 | ) | (4.5 | ) | (6.3 | ) | ||||||
Effects of investments accounted for using the equity method |
(9.0 | ) | (5.7 | ) | (4.0 | ) | ||||||
Effects of undistributed earnings and withholding taxes on royalty |
7.8 | 7.1 | 11.3 | |||||||||
Changes in unrecognized deferred tax assets |
1.2 | 1.4 | (10.3 | ) | ||||||||
Effects of income and expense not taxable and deductible for tax purpose |
0.3 | 0.0 | 0.1 | |||||||||
Effects of tax credit |
(1.4 | ) | (0.9 | ) | (2.9 | ) | ||||||
Other adjustments relating to prior years |
(0.1 | ) | (0.1 | ) | (0.5 | ) | ||||||
Adjustments for the uncertain tax treatments on income taxes |
(0.8 | ) | 0.9 | 0.6 | ||||||||
Adjustments for the changes in income tax laws |
0.1 | 0.1 | (0.6 | ) | ||||||||
Other |
0.8 | 0.4 | 0.8 | |||||||||
Average effective tax rate |
23.9 | % | 28.9 | % | 18.4 | % | ||||||
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Deferred tax assets: |
||||||||
Inventories |
¥ | 44,029 | ¥ | 51,604 | ||||
Accrued expenses |
36,567 | 56,926 | ||||||
Provisions |
100,408 | 133,007 | ||||||
Property, plant and equipment |
27,592 | 27,854 | ||||||
Intangible assets |
12,017 | 47,995 | ||||||
Retirement benefit liabilities |
67,120 | 64,275 | ||||||
Carryforward of unused tax losses |
67,787 | 108,106 | ||||||
Carryforward of unused tax credit |
22,285 | 14,930 | ||||||
Other |
103,114 | 109,399 | ||||||
|
|
|
|
|||||
Total |
¥ | 480,919 | ¥ | 614,096 | ||||
|
|
|
|
|||||
Deferred tax liabilities: |
||||||||
Property, plant and equipment |
¥ | 82,518 | ¥ | 106,715 | ||||
Intangible assets |
195,542 | 182,258 | ||||||
Other financial assets |
61,580 | 59,275 | ||||||
Operating leases |
846,978 | 772,991 | ||||||
Undistributed earnings |
59,650 | 60,914 | ||||||
Retirement benefit assets |
68,772 | 56,932 | ||||||
Other* |
65,041 | 146,519 | ||||||
|
|
|
|
|||||
Total |
¥ | 1,380,081 | ¥ | 1,385,604 | ||||
|
|
|
|
|||||
Net deferred tax assets (liabilities) |
¥ | (899,162 | ) | ¥ | (771,508 | ) | ||
|
|
|
|
* | The amount of deferred tax liabilities arising from an evaluation of receivables from financial service s for tax purpose in the United included in other as of March 31, 2023 is ¥68,005 million. States
|
Yen (millions) |
||||||||||||
2021 |
2022 |
2023 |
||||||||||
Inventories |
¥ | (3,920 | ) | ¥ | (9,865 | ) | ¥ | (7,407 | ) | |||
Provisions |
(10,708 | ) | (3,491 | ) | (27,854 | ) | ||||||
Property, plant and equipment |
(6,955 | ) | (3,738 | ) | 18,708 | |||||||
Retirement benefit liabilities (assets) |
(10,353 | ) | (4,991 | ) | (4,149 | ) | ||||||
Operating leases |
37,506 | (35,308 | ) | (153,429 | ) | |||||||
Undistributed earnings |
(2,885 | ) | 4,198 | (1,005 | ) | |||||||
Carryforward of unused tax losses |
(7,695 | ) | (1,608 | ) | (42,172 | ) | ||||||
Carryforward of unused tax credit |
15,695 | 16,102 | 9,504 | |||||||||
Other* |
25,994 | 60,757 | 3,750 | |||||||||
|
|
|
|
|
|
|||||||
Total |
¥ | 36,679 | ¥ | 22,056 | ¥ | (204,054 | ) | |||||
|
|
|
|
|
|
* | The income tax expense recognized due to the decrease of deferred tax assets arising from accrued expenses included in other as of March 31, 2022 is ¥ 27,321 million. |
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Deductible temporary differences |
¥ | 553,778 | ¥ | 391,536 | ||||
Carryforward of unused tax losses |
693,323 | 532,191 | ||||||
Carryforward of unused tax credit |
549 | 35,629 |
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Within 1 year |
¥ |
3,603 |
¥ |
13,331 |
||||
Between 1 and 5 years |
73,448 |
82,173 |
||||||
Between 5 and 20 years |
256,340 |
107,052 |
||||||
Indefinite periods |
359,932 |
329,635 |
||||||
Total |
¥ |
693,323 |
¥ |
532,191 |
||||
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Within 1 year |
¥ |
147 |
¥ |
5 |
||||
Between 1 and 5 years |
259 |
35,611 |
||||||
Between 5 and 20 years |
143 |
13 |
||||||
Indefinite periods |
— |
— |
||||||
Total |
¥ |
549 |
¥ |
35,629 |
||||
2021 |
2022 |
2023 |
||||||||||
Profit for the year attributable to owners of the parent (millions of yen) |
¥ | 657,425 | ¥ | 707,067 | ¥ | 651,416 | ||||||
Weighted average number of common shares outstanding, basic (shares) |
1,726,638,088 | 1,719,961,835 | 1,696,307,115 | |||||||||
Basic earnings per share attributable to owners of the parent (yen) |
¥ | 380.75 | ¥ | 411.09 | ¥ | 384.02 |
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Impact on profit before income taxes |
¥ | (1,780) | ¥ | (2,696) |
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Impact on profit before income taxes |
¥ | (25,830) | ¥ | (2,092) |
Yen (millions) |
||||||||||||||||||||
As of March 31, 2022 |
Less than 30 days past due |
30-59 days
past due |
60-89 days
past due |
90 days and greater past due |
Total |
|||||||||||||||
Consumer finance receivables: |
||||||||||||||||||||
Retail |
¥ | 204,661 | ¥ | 43,051 | ¥ | 11,452 | ¥ | 7,512 | ¥ | 266,676 | ||||||||||
Finance lease |
200 | 51 | 7 | 324 | 582 | |||||||||||||||
Dealer finance receivables: |
||||||||||||||||||||
Wholesale |
9,661 | 36 | 4 | 23 | 9,724 | |||||||||||||||
Total |
¥ | 214,522 | ¥ | 43,138 | ¥ | 11,463 | ¥ | 7,859 | ¥ | 276,982 | ||||||||||
Yen (millions) |
||||||||||||||||||||
As of March 31, 2023 |
Less than 30 days past due |
30-59 days
past due |
60-89 days
past due |
90 days and greater past due |
Total |
|||||||||||||||
Consumer finance receivables: |
||||||||||||||||||||
Retail |
¥ | 223,674 | ¥ | 55,675 | ¥ | 13,185 | ¥ | 9,481 | ¥ | 302,015 | ||||||||||
Finance lease |
545 | 118 | 5 | 300 | 968 | |||||||||||||||
Dealer finance receivables: |
||||||||||||||||||||
Wholesale |
8,929 | 9 | 11 | 18 | 8,967 | |||||||||||||||
Total |
¥ | 233,148 | ¥ | 55,802 | ¥ | 13,201 | ¥ | 9,799 | ¥ | 311,950 | ||||||||||
Yen (millions) |
||||||||||||||||
12-month ECL(Stage 1) |
Lifetime ECL |
Total |
||||||||||||||
As of March 31, 2022 |
Not credit-impaired
(Stage 2) |
Credit-impaired
(Stage 3) |
||||||||||||||
Consumer finance receivables: |
||||||||||||||||
Retail* |
¥ | 4,897,471 | ¥ | 139,306 | ¥ | 17,651 | ¥ | 5,054,428 | ||||||||
Yen (millions) |
||||||||||||||||
12-month ECL(Stage 1) |
Lifetime ECL |
Total |
||||||||||||||
As of March 31, 2023 |
Not credit-impaired
(Stage 2) |
Credit-impaired (Stage 3) |
||||||||||||||
Consumer finance receivables: |
||||||||||||||||
Retail* |
¥ | 4,985,289 | ¥ | 356,005 | ¥ | 21,966 | ¥ | 5,363,260 |
* | The tables above represent the gross amounts of retail receivables by stages of ECL model since the expected credit losses are measured collectively by our finance subsidiaries and the balances of those receivables are not directly allocated to the risk ratings. |
Yen (millions) |
||||||||||||||||
12-month ECL
(Stage 1) |
Lifetime ECL |
Total |
||||||||||||||
As of March 31, 2022 |
Not credit-impaired
(Stage 2) |
Credit-impaired
(Stage 3) |
||||||||||||||
Dealer finance receivables: |
||||||||||||||||
Group A |
¥ | 188,101 | ¥ | 88 | ¥ | 2,117 | ¥ | 190,306 | ||||||||
Group B |
91,995 | 2,133 | 72 | 94,200 | ||||||||||||
Total |
¥ | 280,096 | ¥ | 2,221 | ¥ | 2,189 | ¥ | 284,506 | ||||||||
Loan commitments: |
||||||||||||||||
Group A |
¥ | 95,485 | ¥ | — | ¥ | — | ¥ | 95,485 | ||||||||
Group B |
23,683 | — | — | 23,683 | ||||||||||||
Total |
¥ | 119,168 | ¥ | — | ¥ | — | ¥ | 119,168 | ||||||||
Yen (millions) |
||||||||||||||||
12-month ECL
(Stage 1) |
Lifetime ECL |
Total |
||||||||||||||
As of March 31, 2023 |
Not credit-impaired
(Stage 2) |
Credit-impaired
(Stage 3) |
||||||||||||||
Dealer finance receivables: |
||||||||||||||||
Group A |
¥ | 297,885 | ¥ | 706 | ¥ | 4,612 | ¥ | 303,203 | ||||||||
Group B |
116,156 | 1,684 | 123 | 117,963 | ||||||||||||
Total |
¥ | 414,041 | ¥ | 2,390 | ¥ | 4,735 | ¥ | 421,166 | ||||||||
Loan commitments: |
||||||||||||||||
Group A |
¥ | 103,858 | ¥ | — | ¥ | — | ¥ | 103,858 | ||||||||
Group B |
15,364 | — | — | 15,364 | ||||||||||||
Total |
¥ | 119,222 | ¥ | — | ¥ | — | ¥ | 119,222 | ||||||||
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Commercial paper |
¥ | 1,190,631 | ¥ | 729,096 | ||||
Medium-term notes |
1,291,612 | 3,832,311 | ||||||
Total |
¥ | 2,482,243 | ¥ | 4,561,407 | ||||
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Commercial paper programs |
¥ | 1,226,138 | ¥ | 1,306,781 | ||||
Other |
67,976 | 65,299 | ||||||
Total |
¥ | 1,294,114 | ¥ | 1,372,080 | ||||
Yen (millions) |
||||||||||||||||||||
As of March 31, 2022 |
Carrying amount |
Within 1 year |
Between 1 and 5 years |
Later than 5 years |
Total contractual cash flows |
|||||||||||||||
Trade payables |
¥ | 1,236,233 | ¥ | 1,236,233 | ¥ | — | ¥ | — | ¥ | 1,236,233 | ||||||||||
Financing liabilities |
8,102,556 | 3,218,988 | 4,407,350 | 765,207 | 8,391,545 | |||||||||||||||
Accrued expenses |
375,601 | 375,601 | — | — | 375,601 | |||||||||||||||
Other financial liabilities |
367,041 | 93,054 | 94,837 | 206,529 | 394,420 | |||||||||||||||
Total |
¥ | 10,081,431 | ¥ | 4,923,876 | ¥ | 4,502,187 | ¥ | 971,736 | ¥ | 10,397,799 | ||||||||||
Yen (millions) |
||||||||||||||||||||
As of March 31, 2023 |
Carrying amount |
Within 1 year |
Between 1 and 5 years |
Later than 5 years |
Total contractual cash flows |
|||||||||||||||
Trade payables |
¥ | 1,426,333 | ¥ | 1,426,333 | ¥ | — | ¥ | — | ¥ | 1,426,333 | ||||||||||
Financing liabilities |
7,665,168 | 3,410,145 | 4,074,986 | 511,254 | 7,996,385 | |||||||||||||||
Accrued expenses |
419,570 | 419,570 | — | — | 419,570 | |||||||||||||||
Other financial liabilities |
369,878 | 87,685 | 100,800 | 207,949 | 396,434 | |||||||||||||||
Total |
¥ | 9,880,949 | ¥ | 5,343,733 | ¥ | 4,175,786 | ¥ | 719,203 | ¥ | 10,238,722 | ||||||||||
Yen (millions) |
||||||||||||||||||||
As of March 31, 2022 |
Carrying amount |
Within 1 year |
Between 1 and 5 years |
Later than 5 years |
Total contractual cash flows |
|||||||||||||||
Lease liabilities |
¥ | 318,758 | ¥ | 71,510 | ¥ | 86,305 | ¥ | 188,321 | ¥ | 346,136 |
Yen (millions) |
||||||||||||||||||||
As of March 31, 2023 |
Carrying amount |
Within 1 year |
Between 1 and 5 years |
Later than 5 years |
Total contractual cash flows |
|||||||||||||||
Lease liabilities |
¥ | 315,958 | ¥ | 69,297 | ¥ | 87,428 | ¥ | 185,790 | ¥ | 342,515 |
Yen (millions) |
||||||||||||||||
As of March 31, 2022 |
Within 1 year |
Between 1 and 5 years |
Later than 5 years |
Total contractual cash flows |
||||||||||||
Derivative financial liabilities |
¥ | 53,895 | ¥ | 106,214 | ¥ | 25,140 | ¥ | 185,249 | ||||||||
Yen (millions) |
||||||||||||||||
As of March 31, 2023 |
Within 1 year |
Between 1 and 5 years |
Later than 5 years |
Total contractual cash flows |
||||||||||||
Derivative financial liabilities |
¥ | 109,112 | ¥ | 137,056 | ¥ | 22,787 | ¥ | 268,955 |
Level 1 | Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date |
Level 2 | Inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly |
Level 3 | Unobservable inputs for the assets or liabilities |
Yen (millions) |
||||||||||||||||
As of March 31, 2022 |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Other financial assets: |
||||||||||||||||
Financial assets measured at fair value through profit or loss: |
||||||||||||||||
Derivatives |
||||||||||||||||
Foreign exchange instruments |
¥ | — | ¥ | 15,674 | ¥ | — | ¥ | 15,674 | ||||||||
Interest rate instruments |
— | 114,016 | — | 114,016 | ||||||||||||
Other |
— | — | 4,648 | 4,648 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
— | 129,690 | 4,648 | 134,338 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Debt securities |
42,837 | 54,641 | 4,773 | 102,251 | ||||||||||||
Financial assets measured at fair value through other comprehensive income: |
||||||||||||||||
Debt securities |
— | 19,984 | — | 19,984 | ||||||||||||
Equity securities |
335,745 | — | 133,038 | 468,783 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
¥ | 378,582 | ¥ | 204,315 | ¥ | 142,459 | ¥ | 725,356 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Other financial liabilities: |
||||||||||||||||
Financial liabilities measured at fair value through profit or loss: |
||||||||||||||||
Derivatives |
||||||||||||||||
Foreign exchange instruments |
¥ | — | ¥ | 66,644 | ¥ | — | ¥ | 66,644 | ||||||||
Interest rate instruments |
— | 83,669 | — | 83,669 | ||||||||||||
Other |
— | 1,629 | — | 1,629 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
— | 151,942 | — | 151,942 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
¥ | — | ¥ | 151,942 | ¥ | — | ¥ | 151,942 | ||||||||
|
|
|
|
|
|
|
|
Yen (millions) |
||||||||||||||||
As of March 31, 2023 |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Other financial assets: |
||||||||||||||||
Financial assets measured at fair value through profit or loss: |
||||||||||||||||
Derivatives |
||||||||||||||||
Foreign exchange instruments |
¥ | — | ¥ | 29,026 | ¥ | — | ¥ | 29,026 | ||||||||
Interest rate instruments |
— | 151,242 | — | 151,242 | ||||||||||||
Other |
— | — | 5,700 | 5,700 | ||||||||||||
Total |
— | 180,268 | 5,700 | 185,968 | ||||||||||||
Debt securities |
43,264 | 53,634 | 5,074 | 101,972 | ||||||||||||
Financial assets measured at fair value through other comprehensive income: |
||||||||||||||||
Debt securities |
— | 26,555 | — | 26,555 | ||||||||||||
Equity securities |
325,318 | — | 149,820 | 475,138 | ||||||||||||
Total |
¥ | 368,582 | ¥ | 260,457 | ¥ | 160,594 | ¥ | 789,633 | ||||||||
Other financial liabilities: |
||||||||||||||||
Financial liabilities measured at fair value through profit or loss: |
||||||||||||||||
Derivatives |
||||||||||||||||
Foreign exchange instruments |
¥ | — | ¥ | 95,412 | ¥ | — | ¥ | 95,412 | ||||||||
Interest rate instruments |
— | 141,786 | — | 141,786 | ||||||||||||
Other |
— | 5,770 | — | 5,770 | ||||||||||||
Total |
— | 242,968 | — | 242,968 | ||||||||||||
Total |
¥ | — | ¥ | 242,968 | ¥ | — | ¥ | 242,968 | ||||||||
Yen (millions) |
||||||||||||
For the year ended March 31, 2022 |
Derivatives |
Debt securities |
Equity securities |
|||||||||
Balance as of April 1, 2021 |
¥ | 4,829 | ¥ | 5,314 | ¥ | 110,050 | ||||||
Total gains or losses: |
||||||||||||
Profit or loss |
(674 | ) | 112 | — | ||||||||
Other comprehensive income |
— | — | 17,973 | |||||||||
Purchases |
— | — | 7,075 | |||||||||
Sales |
— | (1,124 | ) | (1,487 | ) | |||||||
Transfer to level 1 due to listing |
— | — | (1,158 | ) | ||||||||
Exchange differences on translating foreign operations |
493 | 471 | 585 | |||||||||
Balance as of March 31, 2022 |
¥ | 4,648 | ¥ | 4,773 | ¥ | 133,038 | ||||||
Unrealized gains or losses included in profit or loss on assets held at March 31, 2022 |
¥ | (674 | ) | ¥ | 112 | ¥ | — |
Yen (millions) |
||||||||||||
For the year ended March 31, 2023 |
Derivatives |
Debt securities |
Equity securities |
|||||||||
Balance as of April 1, 2022 |
¥ | 4,648 | ¥ | 4,773 | ¥ | 133,038 | ||||||
Total gains or losses: |
||||||||||||
Profit or loss |
678 | (136 | ) | — | ||||||||
Other comprehensive income |
— | — | 9,156 | |||||||||
Purchases |
— | — | 10,029 | |||||||||
Sales |
— | — | (1,144 | ) | ||||||||
Transfer to level 1 due to listing |
— | — | (1,551 | ) | ||||||||
Exchange differences on translating foreign operations |
374 | 437 | 292 | |||||||||
Balance as of March 31, 2023 |
¥ | 5,700 | ¥ | 5,074 | ¥ | 149,820 | ||||||
Unrealized gains or losses included in profit or loss on assets held at March 31, 2023 |
¥ | 678 | ¥ | (136 | ) | ¥ | — |
1. | Gains or losses included in profit or loss for the years ended March 31, 2022 and 2023 are included in other, net in finance income and finance costs in the consolidated statements of income. |
2. | Gains or losses on equity securities included in other comprehensive income for the years ended March 31, 2022 and 2023 are included in net changes in revaluation of financial assets measured at fair value through other comprehensive income under items that will not be reclassified to profit or loss in the consolidated statements of comprehensive income. |
Yen (millions) |
||||||||||||||||
2022 |
2023 |
|||||||||||||||
Carrying amount |
Fair value |
Carrying amount |
Fair value |
|||||||||||||
Receivables from financial services |
¥ | 5,434,496 | ¥ | 5,374,754 | ¥ | 5,894,752 | ¥ | 5,696,283 | ||||||||
Debt securities |
79,176 | 79,176 | 85,235 | 85,235 | ||||||||||||
Financing liabilities |
8,102,556 | 7,984,057 | 7,665,168 | 7,440,205 |
Yen (millions) |
||||||||||||||||||||
As of March 31, 2022 |
Gross amounts of recognized financial assets and financial liabilities |
Amounts offset in the consolidated statements of financial position |
Net amounts presented in the consolidated statements of financial position |
Amounts not offset due to not meeting offsetting criteria despite being subject to a master netting agreement or similar agreement |
Net Amounts |
|||||||||||||||
Other financial assets |
||||||||||||||||||||
Derivatives |
¥ | 134,338 | ¥ | — | ¥ | 134,338 | ¥ | (98,419 | ) | ¥ | 35,919 | |||||||||
Other financial liabilities |
||||||||||||||||||||
Derivatives |
151,942 | — | 151,942 | (98,419 | ) | 53,523 | ||||||||||||||
Yen (millions) |
||||||||||||||||||||
As of March 31, 2023 |
Gross amounts of recognized financial assets and financial liabilities |
Amounts offset in the consolidated statements of financial position |
Net amounts presented in the consolidated statements of financial position |
Amounts not offset due to not meeting offsetting criteria despite being subject to a master netting agreement or similar agreement |
Net Amounts |
|||||||||||||||
Other financial assets |
||||||||||||||||||||
Derivatives |
¥ | 185,968 | ¥ | — | ¥ | 185,968 | ¥ | (133,472 | ) | ¥ | 52,496 | |||||||||
Other financial liabilities |
||||||||||||||||||||
Derivatives |
242,968 | — | 242,968 | (133,472 | ) | 109,496 |
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Commitments for purchases of property, plant and equipment and other commitments |
¥ | 60,527 | ¥ | 107,865 |
Yen (millions) |
||||||||
2022 |
2023 |
|||||||
Receivables: |
||||||||
Affiliates |
¥ | 34,317 | ¥ | 95,429 | ||||
Joint ventures |
346,370 | 340,368 | ||||||
Total |
¥ | 380,687 | ¥ | 435,797 | ||||
Payables: |
||||||||
Affiliates |
¥ | 147,705 | ¥ | 207,090 | ||||
Joint ventures |
36,380 | 67,044 | ||||||
Total |
¥ | 184,085 | ¥ | 274,134 | ||||
Yen (millions) |
||||||||||||
2021 |
2022 |
2023 |
||||||||||
Sales revenue: |
||||||||||||
Affiliates |
¥ | 87,742 | ¥ | 93,187 | ¥ | 125,318 | ||||||
Joint ventures |
985,920 | 1,053,370 | 942,003 | |||||||||
Total |
¥ | 1,073,662 | ¥ | 1,146,557 | ¥ | 1,067,321 | ||||||
Purchase: |
||||||||||||
Affiliates |
¥ | 1,015,921 | ¥ | 1,176,066 | ¥ | 1,443,840 | ||||||
Joint ventures |
150,123 | 194,321 | 238,341 | |||||||||
Total |
¥ | 1,166,044 | ¥ | 1,370,387 | ¥ | 1,682,181 | ||||||
Yen (millions) |
||||||||||||
2021 |
2022 |
2023 |
||||||||||
Remuneration |
¥ | 683 | ¥ | 696 | ¥ | 679 | ||||||
STI (Short Term Incentive) |
95 | 188 | 229 | |||||||||
LTI (Long Term Incentive) |
129 | 159 | 286 | |||||||||
Total |
¥ | 907 | ¥ | 1,043 | ¥ | 1,194 | ||||||
Company |
Country of Incorporation |
Function |
Percentage Ownership and Voting Interest |
|||||
Honda R&D Co., Ltd. |
Japan | Research & Development | 100.0 | |||||
Honda Finance Co., Ltd. |
Japan | Finance | 100.0 | |||||
American Honda Motor Co., Inc. |
U.S.A. | Coordination of Subsidiaries Operation, Research & Development, Manufacturing and Sales | 100.0 | |||||
American Honda Finance Corporation |
U.S.A. | Finance | 100.0 | |||||
Honda Development and Manufacturing of America, LLC |
U.S.A. | Research & Development and Manufacturing | 100.0 | |||||
Honda Canada Inc. |
Canada | Manufacturing and Sales | 100.0 | |||||
Honda Canada Finance Inc. |
Canada | Finance | 100.0 | |||||
Honda de Mexico, S.A. de C.V. |
Mexico | Manufacturing and Sales | 100.0 | |||||
Honda Motor Europe Limited |
U.K. | Coordination of Subsidiaries Operation and Sales | 100.0 | |||||
Honda Finance Europe plc |
U.K. | Finance | 100.0 | |||||
Honda Motor (China) Investment Co., Ltd. |
China | Coordination of Subsidiaries Operation and Sales | 100.0 | |||||
Honda Auto Parts Manufacturing Co., Ltd. |
China | Manufacturing | 100.0 | |||||
Honda Motorcycle & Scooter India (Private) Ltd. |
India | Manufacturing and Sales | 100.0 | |||||
Honda Cars India Limited |
India | Manufacturing and Sales | 100.0 | |||||
P.T. Honda Prospect Motor |
Indonesia | Manufacturing and Sales | 51.0 | |||||
Honda Malaysia Sdn Bhd |
Malaysia | Manufacturing and Sales | 51.0 | |||||
Asian Honda Motor Co., Ltd. |
Thailand | Coordination of Subsidiaries Operation and Sales | 100.0 | |||||
Honda Leasing (Thailand) Co., Ltd. |
Thailand | Finance | 100.0 | |||||
Honda Automobile (Thailand) Co., Ltd. |
Thailand | Manufacturing and Sales | 89.0 | |||||
Thai Honda Co., Ltd. |
Thailand | Manufacturing and Sales | 72.5 | |||||
Honda Vietnam Co., Ltd. |
Vietnam | Manufacturing and Sales | 70.0 | |||||
Honda South America Ltda. |
Brazil | Coordination of Subsidiaries Operation | 100.0 | |||||
Moto Honda da Amazonia Ltda. | Brazil | Manufacturing and Sales | 100.0 |
1. | Purchases through the Tokyo Stock Exchange Trading Network Off-Auction Own Share Repurchase Trading System (ToSTNeT-3) |
2. | Market purchases based on a discretionary trading contract regarding acquisition of own shares |
*1 | Incorporated by reference to the registrant’s Annual Report on Form 20-F filed on June 23, 2021. |
*2 | Incorporated by reference to the registrant’s Annual Report on Form 20-F filed on June 23, 2021. |
*3 | Incorporated by reference to the registrant’s Annual Report on Form 20-F filed on September 27, 2001. (P) |
*4 | Incorporated by reference to the registration statement for American Depositary Shares on Form F-6 (File No. 333-263937) filed by JPMorgan Chase Bank, N.A. as depositary, on March 29, 2022. |
*5 | Incorporated by reference to the registrant’s Annual Report on Form 20-F filed on July 9, 2004. |
HONDA GIKEN KOGYO KABUSHIKI KAISHA (HONDA MOTOR CO., LTD.) |
||
By: | /s/ Toshihiro Mibe |
|
Toshihiro Mibe Director, President and Representative Executive Officer Chief Executive Officer |
||
Date: June 23, 2023 | ||
Tokyo, Japan |
Exhibit 1.2
[Translation]
SHARE HANDLING REGULATIONS
August 10, 2022
HONDA MOTOR CO., LTD.
Record of Resolutions of the Meeting of the Board of Directors
April 27, 1953 |
||
December 30, 1953 |
Amended | |
April 27, 1957 |
Amended | |
April 28, 1960 |
Amended | |
December 1, 1962 |
Amended | |
March 31, 1967 |
Amended | |
August 19, 1968 |
Amended | |
February 28, 1972 |
Amended | |
December 19, 1977 |
Amended | |
May 28, 1981 |
Amended | |
October 1, 1982 |
Amended | |
November 14, 1991 |
Amended | |
October 1, 1999 |
Amended | |
April 1, 2000 |
Amended | |
May 12, 2000 |
Amended | |
December 4, 2000 |
Amended | |
October 4, 2001 |
Amended | |
June 25, 2002 |
Amended | |
April 1, 2003 |
Amended | |
June 24, 2003 |
Amended | |
June 23, 2004 |
Amended | |
January 31, 2006 |
Amended | |
May 16, 2006 |
Amended | |
June 23, 2006 |
Amended | |
January 5, 2009 |
Amended | |
June 23, 2009 |
Amended | |
April 1, 2012 |
Amended | |
June 20, 2020 |
Amended | |
August 10, 2022 | Amended |
SHARE HANDLING REGULATIONS
CHAPTER I. GENERAL PROVISIONS
Article 1. (Purpose)
The procedures related to exercising the rights of shareholders and other matters concerning the handling of shares of the Company shall be governed by the provisions set forth by the Japan Securities Depository Center, Inc., which is a Book-Entry Transfer Institution (hereinafter referred to as the “Transfer Institution”), and by the securities companies and other entities, which are Account Management Institutions (hereinafter referred to as the “Securities Companies and Others”), as well as by these regulations in accordance with the provisions of Articles 8 and 9 of the Articles of Incorporation of the Company.
Article 2. (Shareholders’ Register Manager)
The shareholders’ register manager of the Company and its place of operations are as follows:
Shareholders’ register manager:
Mitsubishi UFJ Trust and Banking Corporation
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo
Place of operations of the shareholders’ register manager:
Mitsubishi UFJ Trust and Banking Corporation
Corporate Agency Division
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo
CHAPTER II. ENTRIES IN THE SHAREHOLDERS’ REGISTER, ETC.
Article 3. (Entries in the Shareholders’ Register)
1. Changes in items contained in the shareholders’ register shall be made pursuant to notices concerning all shareholders given by the Transfer Institution (excluding the notices (hereinafter referred to as the “Notices concerning Specific Shareholders”) provided by Article 154, paragraph 3 of the Law Concerning Transfer of Bonds, Shares, Etc. (hereinafter referred to as the “Transfer Law”).
2. In addition to the provisions of the previous paragraph, in the case of issuing new shares or in other cases provided by laws and regulations, entries and changes are made in the shareholders’ register without notice from the Transfer Institution.
3. Entries will be made in the shareholders’ register using the letters and symbols specified by the Transfer Institution.
CHAPTER III. NOTIFICATIONS
Article 4. (Notification of the Names and Addresses of Shareholders)
Shareholders shall notify the Company of their names and addresses through the Securities Companies and Others and/or the Transfer Institution in accordance with the provisions set forth by the Transfer Institution. In case of any change in the names and addresses of shareholders, the same procedures shall apply.
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Article 5. (Notification of the Place Where Shareholders Residing Abroad Will Receive Notices)
Each of the shareholders and registered pledgees of shares residing abroad or their statutory agents shall appoint a standing proxy in Japan, or specify an address in Japan where they will receive notices, and notify the name and address of their standing proxy or the place where notices are to be received through the Securities Companies and Others and/or the Transfer Institution in accordance with the provisions set forth by the Transfer Institution. In case of any change in such matters or removal of such proxy, the same procedures shall apply.
Article 6. (Representative of a Corporation)
If a shareholder is a corporation, notification of one (1) representative shall be made through the Securities Companies and Others and/or the Transfer Institution in accordance with the provisions set forth by the Transfer Institution. In case of any change of such representative, the same procedures shall apply.
Article 7. (Representative of Joint Shareholders)
Shareholders who jointly own shares shall appoint one (1) representative and submit a notification through the Securities Companies and Others and/or the Transfer Institution in accordance with the provisions set forth by the Transfer Institution. In case of any change of such representative, the same procedures shall apply.
Article 8. (Statutory Agents)
Parental authorities, guardians or other statutory agents of shareholders shall submit a notification of the name and address of such agents through the Securities Companies and Others and/or the Transfer Institution in accordance with the provisions set forth by the Transfer Institution. In case of any change or cancellation of such agent, the same procedures shall apply.
Article 9. (Method for Confirmation through the Transfer Institution)
When a notification of a shareholder to the Company was submitted through the Securities Companies and Others and/or the Transfer Institution, such notification shall be deemed to have been made by the relevant shareholder.
CHAPTER IV. CONFIRMATION OF SHAREHOLDERS
Article 10. (Confirmation of Shareholders)
1. When shareholders (including those with respect to whom the Notices concerning Specific Shareholders are given) make requests or otherwise exercise their rights as shareholders (hereinafter referred to as “Requests”), the shareholders shall attach or provide evidence that the shareholder in question has made the Request himself or herself (hereinafter referred to as the “Documentary Evidence”). However, if the Company is able to confirm that the Request has been submitted by the relevant shareholder, such Documentary Evidence will not be necessary.
2. If a Request is made by a shareholder to the Company through the Securities Companies and Others and/or the Transfer Institution, it will be deemed to be a Request from the relevant shareholder and Documentary Evidence will not be necessary.
3. If an agent makes a Request, such agent shall attach a power of attorney either signed by the shareholder or with his/her name and seal affixed in addition to implementing the procedures set out in paragraphs 1 and 2 above. The power of attorney must state the name and address of the person who is granted authority.
4. The provisions of paragraphs 1 and 2 above also apply to an agent, mutatis mutandis.
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CHAPTER V. REQUESTS FOR DELIVERY IN PAPER-BASED FORMAT AND MAKING OBJECTIONS
Article 11. (Requests for Delivery in Paper-Based Format and Making Objections)
The Company stipulates that requests for delivery, in paper-based format, of the matters stated in reference materials, etc. for the general meeting of shareholders provided in electronic format pursuant to the provision of Article 325-5, paragraph (1) of the Companies Act (hereinafter referred to as “Requests for Delivery in Paper-Based Format”) and objections pursuant to paragraph (5) of the same Article shall be made in writing. However, if a Request for Delivery in Paper-Based Format is made through Securities Companies and Others and/or the Transfer Institution, this shall be governed by the provisions set forth by the Securities Companies and Others and/or the Transfer Institution.
CHAPTER VI. PROCEDURES FOR EXERCISE OF MINORITY SHAREHOLDERS’ RIGHTS, ETC.
Article 12. (Procedures for Exercise of Minority Shareholders’ Rights, Etc.)
When minority shareholders’ rights as stipulated in Article 147, paragraph 4 of the Transfer Law are exercised directly to the Company, the exercising shareholder shall submit the request in writing bearing the signature or the name and seal of the shareholder with an acceptance form of a Notice concerning Specific Shareholders attached.
CHAPTER VII. PURCHASE OF SHARES LESS THAN ONE UNIT
Article 13. (Method for Requesting Purchase of Shares Less than One Unit)
When any shareholder requests the Company to purchase shares of less than one unit, the shareholder shall submit the request through the Securities Companies and Others and/or the Transfer Institution in accordance with the provisions set forth by the Transfer Institution.
Article 14. (Determination of Purchase Price)
When a request set out in the preceding Article is made, the purchase price shall be obtained by multiplying the number of shares to be purchased by the last price per share of the shares of the Company in trading on the Tokyo Stock Exchange on the day on which the request reached the place of operations of the shareholders’ register manager provided in Article 2. If there is no trading on that day, or if that day is a holiday of the Stock Exchange, the price per share to be used shall be the first trading price effected thereafter.
Article 15. (Payment of Proceeds for Purchase)
1. The proceeds for purchase shall be paid by the Company on the fourth (4th) business day from and including the day immediately following the day on which the purchase price was determined, unless the Company provides otherwise. However, if the proceeds for purchase involve a price cum rights, such as one relating to distribution of surplus, stock split and allotment of shares without consideration, the proceeds for the purchase shall be paid by the relevant record date or allotment date.
2. At the time of making payment of the proceeds for purchase stated in the preceding paragraph, the fees prescribed in Article 24 will be deducted.
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Article 16. (Transfer of Shares Purchased)
1. The shares less than one unit requested for purchase will be transferred to the transfer account of the Company on the day on which payment procedures for the proceeds for purchase have been completed pursuant to the preceding Article. However, in the case of delay in receiving the proceeds by the shareholder who has requested the purchase of shares, the shares less than one unit concerned shall be transferred to the transfer account of the Company on the day on which the Company makes a verbal presentation (or, in the case of delivering a reminder by mail, on the day when such mail is dispatched).
2. Notwithstanding the provisions of the preceding paragraph, if the purchase price of shares less than one unit in respect of which the Company has received a request for purchase is a price cum rights, such as one relating to distribution of surplus, stock split and allotment of shares without consideration, and the date for determining the shareholders entitled to exercise such rights passes without the purchase proceeds being received by the shareholder who requested purchase of the shares, such shares shall be transferred to the transfer account of the Company at the close of business on that day.
CHAPTER VIII. REQUESTS FOR SALE OF SHARES LESS THAN ONE UNIT
Article 17. (Method for Making Requests for Sale of Shares Less than One Unit)
When any shareholder of shares less than one unit requests the Company a sale of a number of shares less than one unit that will, when added to the shares less than one unit already held by that shareholder, constitute one unit of shares (hereinafter referred to as the “Additional Purchase Request”), the shareholder shall submit the request through the Securities Companies and Others and/or the Transfer Institution in accordance with the provisions set forth by the Transfer Institution.
Article 18. (Additional Purchase Requests Exceeding the Balance of Treasury Shares)
If the total number of shares for which Additional Purchase Requests are made on the same day exceeds the number of the transferable treasury shares held by the Company (excluding those treasury shares held for specific purposes), and the order in which such requests were made is not able to be determined, all Additional Purchase Requests made on such day shall not be effective.
Article 19. (Effective Date of Additional Purchase Requests)
An Additional Purchase Request shall become effective on the day on which such request arrives at the place of operations of the shareholders’ register manager provided in Article 2 in accordance with the provisions of Article 17.
Article 20. (Periods during which Additional Purchase Requests Are Not Accepted)
1. The Company will suspend the acceptance of any Additional Purchase Request during the periods commencing on the 10th business day prior to the dates listed below and ending on such dates, respectively:
(1) | June 30 |
(2) | September 30 |
(3) | December 31 |
(4) | March 31 |
(5) | Other dates for determination of shareholders that may be provided by the Transfer Institution |
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2. Notwithstanding the provisions of the preceding paragraph, the Company may set other periods during which the acceptance of Additional Purchase Requests is suspended if the Company deems it necessary.
Article 21. (Determination of the Price of Shares to Be Additionally Purchased)
1. The price per share of shares to be additionally purchased shall be the last price per share of the shares of the Company in trading on the Tokyo Stock Exchange on the day on which the relevant Additional Purchase Request becomes effective. If there is no trading on that day, or if such day is a holiday of the Stock Exchange, the price per share to be used shall be the first trading price effected thereafter.
2. The price of shares to be additionally purchased shall be the price per share determined in accordance with the preceding paragraph multiplied by the number of shares for which the Additional Purchase Request has been made.
Article 22. (Transfer of Shares Additionally Purchased)
An application for the transfer of the treasury shares for which an Additional Purchase Request has been made to the transfer account of the shareholder making the Additional Purchase Request will be made on the day of confirmation of the transfer of proceeds to the bank account specified by the Company for the additional purchase of shares, together with the fees prescribed in Article 24, in accordance with the provisions set forth by the Transfer Institution.
CHAPTER IX. SPECIAL PROCEDURES FOR SPECIAL ACCOUNTS
Article 23. (Special Procedures for Special Accounts)
Confirmation of the identity of shareholders for whom special accounts have been opened, related fees, and other matters relating to special accounts shall be handled in accordance with the provisions set forth by the Transfer Institution as well as those set forth by the Account Management Institution at which such special accounts have been opened.
CHAPTER X. FEES
Article 24. (Fees)
1. When a shareholder requests a purchase by the Company of shares of less than one unit in accordance with the provisions set out in Article 13, or makes an Additional Purchase Request in accordance with the provisions set out in Article 17, the shareholder shall pay the fees which are provided separately.
2. The fees payable by shareholders to the Securities Companies and Others and/or the Transfer Institution will be borne by the shareholders.
-End-
-5-
Exhibit 1.3
[Translation]
REGULATIONS OF THE BOARD OF DIRECTORS
HONDA MOTOR CO., LTD.
REGULATIONS OF THE BOARD OF DIRECTORS
Article 1. (Purpose)
These regulations set out matters concerning the Board of Directors of the Company in accordance with Article 23 of the Articles of Incorporation of the Company.
Article 2. (Composition)
The Board of Directors shall consist of all the Directors of the Company.
Article 3. (Convocation)
Meetings of the Board of Directors shall be convened at least once every three (3) months and at least seven (7) times a year, and whenever necessary.
Article 4. (Authority to Convene Meetings of the Board of Directors and the Chairperson)
The Director who has been determined in advance by the Board of Directors shall convene meetings of the Board of Directors and shall act as the chairperson thereat. If such Director is prevented from so doing, one of the other Directors shall assume their role in the order which has been determined in advance by the Board of Directors. Notwithstanding the foregoing, in the case where any laws and regulations provide otherwise, one of the other Directors or Executive Officers shall convene the meeting of the Board of Directors.
Article 5. (Notice of Convocation)
1. A notice of convocation of a meeting of the Board of Directors shall be sent to each Director three (3) days prior to the date of the meeting.
2. If all the Directors consent in advance, a meeting of the Board of Directors may be held without following the procedures for convening a meeting.
Article 6. (Method of Resolutions)
1. Resolutions of a meeting of the Board of Directors shall be adopted by a vote of a majority of the Directors present thereat who constitute a majority of the Directors.
2. Any Director who has any special interests in any matter which is put to a vote may not participate in the voting on any resolution that is described in the preceding paragraph.
3. Any Director who cannot participate in the voting on a resolution due to the provision of the preceding paragraph will not be counted in the number of Directors mentioned in Paragraph 1 of this article.
4. If the requirements set out in Article 370 of the Company Law are satisfied, those matters that are the object of the resolution of the Board of Directors shall be deemed to have been resolved by the Board of Directors.
Article 7. (Matters to be Resolved)
The matters to be resolved by the Board of Directors are as follows:
(1) Matters with respect to the Company Group (meaning the corporate group consisting of the Company and its subsidiaries):
(i) | basic management policies of the Company Group and other equivalent matters; and |
(ii) | other important matters with respect to the Company Group. |
-1-
(2) Matters with respect to the Company:
(i) | the convocation of a general meeting of the Shareholders and the objectives thereof and the matters to be submitted thereto; |
(ii) | the matters concerning the Directors; |
(iii) | the matters concerning the members of the nominating committee, the audit committee, and the compensation committee (“Nominating Committee, Etc.”); |
(iv) | the matters concerning the Executive Officers; |
(v) | any conflict of interest transactions and transactions by a Director or an Executive Officer competing with the Company’s business; |
(vi) | the issue of new shares; |
(vii) | the matters to be submitted to relating to financial reports and business reports, and schedules attached thereto; |
(viii) | the disposition of surplus; |
(ix) | the matters concerning the development of internal control systems; |
(x) | the matters necessary for the performance of the duties of the audit committee; and |
(xi) | other matters prescribed by laws and regulations or in the Articles of Incorporation. |
Article 8. (Matters to be Reported)
1. Directors and Executive Officers shall report to the Board of Directors without delay if any of the matters set forth below occurs:
(1) | a conflict of interest transaction or a transaction by a Director or an Executive Officer competing with the Company’s business is undertaken; |
(2) | a Director or an Executive Officer becomes an unlimited-liability partner, director, corporate auditor or manager of another company; or |
(3) | Article 331, Paragraph 1 of the Company Law is applicable. |
2. The Executive Officers shall report to the Board of Directors on the state of the performance of the business at least once every three (3) months.
3. The Nominating Committee, Etc. shall report to the Board of Directors on the state of the performance of duties of the committees without delay.
4. If a Director or an Executive Officer notifies all of the Directors of any matter that should be reported to the Board of Directors, that matter shall not be required to be reported to the Board of Directors.
5. The provision of the preceding paragraph does not apply to any reporting that is set out in Paragraph 2 of this article.
-2-
Article 9. (Minutes)
The substance of the proceedings of the meeting of the Board of Directors, the results thereof, and any matter prescribed by laws and regulations shall be recorded in minutes, to which the Directors present thereat shall affix their names and seals.
Article 10. (Amendment)
Any amendment of these regulations shall be subject to a resolution of the Board of Directors.
Supplementary Provision
Came into effect on October 1, 1982
Partly amended on April 18, 1983
Partly amended on May 28, 1987
Partly amended on April 27, 2001
Partly amended on June 25, 2002
Partly amended on April 21, 2003
Partly amended on June 24, 2003
Partly amended on June 23, 2004
Partly amended on February 25, 2005
Partly amended on June 23, 2005
Partly amended on June 23, 2006
Partly amended on February 1, 2008
Partly amended on June 23, 2009
Partly amended on June 23, 2011
Partly amended on April 1, 2014
Partly amended on June 15, 2017
Partly amended on April 1, 2019
Partly amended on June 23, 2021
Partly amended on April 1, 2022
Partly amended on April 1, 2023
-End-
-3-
Exhibit 2.3
Description of rights of each class of securities
registered under Section 12 of the Securities Exchange Act of 1934
American Depositary Shares (“ADSs”) representing one share of Honda’s Common Stock (the “Common Stock”) are listed and traded on the New York Stock Exchange and, in connection with this listing (but not for trading), Honda’s Common Stock is registered under Section 12(b) of the Exchange Act. This exhibit contains a description of the rights of (i) the holders of shares of Common Stock and (ii) ADS holders. Shares of Common Stock underlying the ADSs are held by JPMorgan Chase Bank, N.A., as depositary, and holders of ADSs will not be treated as holders of the shares of Common Stock.
Disclosures under the following items are not applicable to Honda and have been omitted: debt securities (Item 12.A of Form 20-F), warrants and rights (Item 12.B of Form 20-F) and other securities (Item 12.C of Form 20-F).
Common Stock
Type and Class of Securities (Item 9.A.5 of Form 20-F)
The respective number of shares of Common Stock authorized and outstanding as of the last day of the fiscal year is given on the cover page of the annual report to which this description is attached or incorporated by reference as an exhibit.
Preemptive Rights (Item 9.A.3 of Form 20-F)
See “—Rights of the Shares (Item 10.B.3 of Form 20-F)—Subscription Rights and Stock Acquisition Rights” below.
Limitations or Qualifications (Item 9.A.6 of Form 20-F)
Not applicable.
Other Rights (Item 9.A.7 of Form 20-F)
Not applicable.
Rights of the Shares (Item 10.B.3 of Form 20-F)
Set forth below is information relating to Honda’s Common Stock, including brief summaries of the relevant provisions of Honda’s Articles of Incorporation and Share Handling Regulations as currently in effect, and of the Company Law of Japan (the “Company Law”) and related legislation.
General
The current central clearing system for shares of Japanese listed companies was established in 2009 pursuant to the Law Concerning Book-Entry Transfer of Corporate Bonds, Shares, Etc. of Japan (including the cabinet order and ministerial ordinances promulgated thereunder; the “Book-Entry Law”). The shares of all Japanese companies listed on any Japanese financial instruments exchange, including Honda’s shares, are subject to the system. Under the Book-Entry Law, all shares are dematerialized and all share certificates for such shares are null and void. At present, the Japan Securities Depository Center, Inc. (“JASDEC”) is the sole institution that is designated by the relevant authorities as a book-entry transfer institution which is permitted to engage in the clearing operations of shares of Japanese listed companies under the Book-Entry Law.
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Under the clearing system, in order for any person to hold, sell or otherwise dispose of shares of Japanese listed companies, such person must have an account at an account management institution unless such person has an account directly at JASDEC. “Account management institutions” are, in general, financial instruments firms engaged in type 1 financial instruments business (i.e., securities brokers/dealers), banks, trust companies and certain other financial institutions which meet the requirements prescribed by the Book-Entry Law.
Under the Book-Entry Law, any transfer of shares of Japanese listed companies is effected through book entry, and title to the shares passes to the transferee at the time when the transferred number of the shares is by an application for book entry recorded in the transferee’s account at an account management institution. The holder of an account at an account management institution is presumed to be the legal owner of the shares recorded in such account.
A registered shareholder is generally entitled to exercise its rights as a shareholder, such as voting rights and to receive dividends (if any). Under the Company Law and the Book-Entry Law, in order to assert shareholders’ rights against Honda, a shareholder must have its name and address registered in the register of shareholders, except in limited circumstances. Although, in general, holders of an account with shares recorded are to be registered in the register of shareholders on the basis of an all-shareholders notice from JASDEC to Honda at certain prescribed times, in order to exercise minority shareholders’ rights (other than those the record dates for which are fixed) against Honda, a holder of an account with shares needs to (a) make an application through an account management institution to JASDEC, which will then give a notice of the name and address of such holder, the number of shares held by such holder and other requisite information to Honda, and (b) exercise the rights within four weeks from such notice.
Non-resident shareholders are required to appoint a standing proxy in Japan or provide a mailing address in Japan. Each such shareholder must give notice of such standing proxy or mailing address to the relevant account management institution. Such notice will be forwarded to Honda through JASDEC. Japanese financial instruments firms and commercial banks customarily act as standing proxies and provide related services for standard fees. Notices from Honda to non-resident shareholders are delivered to such standing proxies or mailing addresses.
Dividends
Under its Articles of Incorporation, Honda’s financial accounts will be closed on March 31 of each year. The record dates for dividends are September 30 and March 31 of each year. In addition, Honda may distribute dividends from surplus by determining any record date.
Under the Company Law, a company is permitted to make distributions of surplus to the shareholders any number of times per fiscal year pursuant to resolutions of a general meeting of shareholders, subject to certain limitations provided by the Company Law and the Ordinances of the Ministry of Justice thereunder. Distributions of surplus are required, in principle, to be authorized by a resolution of a general meeting of shareholders. However, if the articles of incorporation so provide and certain other requirements under the Company Law are met, distributions of surplus may be made pursuant to a board resolution. Pursuant to the provisions of the Company Law and its Articles of Incorporation, the Board of Directors of Honda may determine distributions of its surplus.
Distributions of surplus may be made in cash or in-kind in proportion to the number of shares held by each shareholder. If a distribution of surplus is to be made in-kind, a special resolution of a general meeting of shareholders is required, except in the case that a right to receive cash distribution instead of distribution in-kind is granted to shareholders. If such right is granted, distributions in-kind may be made pursuant to an ordinary resolution of a general meeting of shareholders or, as the case may be, a board resolution.
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Under the Company Law, Honda is permitted to prepare non-consolidated extraordinary financial statements consisting of a balance sheet as of any date subsequent to the end of the previous fiscal year and an income statement for the period from the first day of the current fiscal year to the date of such balance sheet. If such extraordinary financial statements are prepared and approved in accordance with the provisions of the Company Law and the Ordinances of the Ministry of Justice thereunder, the results of such extraordinary financial statements may be considered in the calculation of distributable amount.
Under its Articles of Incorporation, Honda is not obligated to pay any dividends which are left unclaimed for a period of three full years after the date on which they first became payable.
Capital and Reserves
The entire amount of the issue price of the shares to be issued in the future shall generally be accounted for as stated capital. However, Honda may account for an amount not exceeding one-half of such issue price as additional paid-in capital by resolution of the Board of Directors in accordance with the Company Law. Honda may at any time reduce the whole or any part of its additional paid-in capital or transfer them to stated capital by resolution of a General Meeting of Shareholders. The whole or any part of surplus may also be transferred to stated capital, additional paid-in capital or legal reserve by resolution of a General Meeting of Shareholders.
Stock Splits
Honda may at any time split its shares into a greater number of shares by resolution of the Board of Directors. When the Board of Directors approves a stock split, it may also amend the Articles of Incorporation of Honda without approval of shareholders to increase the number of its authorized shares to such number as it determines, provided such number is equal to or less than the then-current number multiplied by the ratio of the stock split, so long as Honda does not issue more than one class of shares.
Under the Book-Entry Law, Honda must give notice to JASDEC regarding a stock split at least two weeks prior to the relevant effective date. On the effective date of the stock split, the numbers of shares recorded in all accounts held by its shareholders at account management institutions or at JASDEC will be increased in accordance with the applicable ratio.
Consolidation of Shares
Honda may at any time consolidate its shares into a smaller number of shares by a special resolution of the General Meeting of Shareholders. Director and Representative Executive Officer of Honda must disclose the reason for the consolidation of the shares at the General Meeting of Shareholders. If the consolidation of shares effected by Honda produces any fractional shares, any dissenting shareholder of such fractional shares may request that Honda purchase all of such fractional shares held by such holder, at a fair price.
Under the Book-Entry Law, Honda must give notice to JASDEC regarding a consolidation of shares at least two weeks prior to the relevant effective date. On the effective date of the consolidation of shares, the numbers of shares recorded in all accounts held by its shareholders at account management institutions or at JASDEC will be decreased in accordance with the applicable ratio.
Voting Rights
Pursuant to the Articles of Incorporation, Honda holds its Ordinary General Meeting of Shareholders within three months of the end of each fiscal year (i.e., in June of each year), provided that applicable Japanese law allows, in emergency situations where it is not possible to hold such meeting as set forth in the Articles of Incorporation, for the date of the Ordinary General Meeting of Shareholders to be postponed until a reasonable date following the end of such emergency situation. In addition, Honda may hold an Extraordinary General Meeting of Shareholders whenever necessary by giving at least two weeks’ advance notice.
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Under the Company Law, notice of any shareholders’ meeting must be given to each shareholder having voting rights or, in the case of a non-resident shareholder, to his resident proxy or mailing address in Japan in accordance with Honda’s Share Handling Regulations, at least two weeks prior to the date of the meeting. Pursuant to the Articles of Incorporation, the record date for an Ordinary General Meeting of Shareholders is the last day of each fiscal year (i.e., March 31 of each year). Under applicable Japanese law, however, the record date for a General Meeting of Shareholders must be within three months of the date on which such meeting is held. If the date of such meeting is postponed to a date that is greater than three months from the applicable record date (for example, in response to an emergency situation where it is not possible to hold such meeting as planned), a new record date must be set.
A shareholder of Honda is generally entitled to one vote per voting unit of shares as described in this paragraph and under “—Differences between the Law of Different Jurisdictions (Item 10.B.9 of Form 20-F)—Japanese Unit Share System.” In general, under the Company Law and the Articles of Incorporation of Honda, a resolution may be adopted at a General Meeting of Shareholders by a majority of the shares having voting rights represented at the meeting. The Company Law and Honda’s Articles of Incorporation require a quorum for the election of Directors of not less than one-third of the total number of voting rights of all shareholders and the resolution shall be adopted by majority voting. Honda’s shareholders are not entitled to cumulative voting in the election of directors. A corporate shareholder whose voting rights are in turn not less than one-quarter directly or indirectly owned by Honda does not have voting rights. Also, Honda does not have voting rights with respect to its own shares.
Shareholders may exercise their voting rights through proxies, provided that those proxies are also shareholders who have voting rights. Shareholders who intend to be absent from a general meeting of shareholders may exercise their voting rights in writing. In addition, they may exercise their voting rights by electronic means if the Board of Directors decides to accept such means.
Under the Company Law, in order to approve certain significant matters of a corporation, a more strict requirement for the quorum or the number of voting rights to approve is provided. The Articles of Incorporation of Honda provide that such resolution may be adopted at a General Meeting of Shareholders by at least two thirds of the voting rights of the shareholders present at the meeting representing at least one third of all the shareholders having voting rights. Such significant matters include, but are not limited to:
• | acquisition of its own shares by Honda from a specific shareholder other than its subsidiary, |
• | acquisition of special shares all of which may be acquired by Honda (zembu shutoku joukou tsuki shurui kabushiki), |
• | consolidation of the shares, |
• | reduction of stated capital (with certain exceptions), |
• | issuance or transfer of new shares or existing shares held by Honda as treasury stock to persons other than the shareholders at a “specially favorable” price, |
• | issuance of stock acquisition rights (including those incorporated in bonds with stock acquisition rights) to persons other than the shareholders under “specially favorable” conditions, |
• | discharge of a part of responsibilities of Directors, Executive Officers or accounting auditors, |
• | distribution of surplus by property other than cash (only in the case that no cash distribution is allowed to shareholders), |
• | amendments to the Articles of Incorporation, |
• | transfer of whole or important part of business, |
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• | dissolution of a corporation, |
• | reorganization of a corporation. |
For a description of the process and procedures for the voting of ADRs representing Common Stock, see “American Depositary Shares—Voting deposited securities.”
Subscription Rights and Stock Acquisition Rights
Holders of Honda’s shares have no preemptive rights under Honda’s Articles of Incorporation. Under the Company Law, the board of directors may, however, determine that shareholders be given subscription rights in connection with a particular issue of new shares. In this case, such rights must be given to all shareholders as of a specified record date by at least two weeks’ prior public notice to shareholders of the record date. In addition, individual notice must be given to each of these shareholders at least two weeks prior to the date of expiration of the subscription rights.
Honda also may decide to grant the stock acquisition rights (shinkabu-yoyakuken), with or without bonds, to any person including its shareholders, by resolution of its Board of Directors unless issued under specially favorable conditions. The holder of such rights may exercise its rights within the exercise period by paying subscription moneys all as prescribed in the terms of such rights.
Liquidation Rights
In the event of a liquidation of Honda, the assets remaining after payment of all debts, liquidation expenses and taxes will be distributed among the shareholders in proportion to the number of shares they own.
Liability to Further Calls or Assessments
All of Honda’s currently issued shares, including shares represented by the ADSs, are fully paid and nonassessable.
Record Date
As mentioned above, the record dates for Honda’s dividends are September 30 and March 31, if paid. Under the Articles of Incorporation, a holder of shares constituting one or more whole voting units who is registered as a holder on Honda’s register of shareholders at the close of business as of March 31 is entitled to exercise its voting rights at the Ordinary General Meeting of Shareholders with respect to the fiscal year ended on March 31. In addition, Honda may set a record date for determining the shareholders entitled to other rights and for other purposes by giving at least two weeks’ prior public notice. Under applicable Japanese law, however, the record date for a General Meeting of Shareholders must be within three months of the date on which such meeting is held. If the date of such meeting is postponed to a date that is greater than three months from the applicable record date (for example, in response to an emergency situation where it is not possible to hold such meeting as planned), a new record date must be set.
Under the Book-Entry Law, Honda is required to give notice of each record date to JASDEC at least two weeks prior to such record date. JASDEC is required to promptly give notice to Honda of the names and addresses of all of its shareholders of record, the numbers of shares held by them and other relevant information as of such record date.
The shares generally trade ex-dividend or ex-rights on the Japanese financial instruments exchanges on the first business day prior to a record date (or if the record date is not a business day, the second business day prior thereto).
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Acquisition of Own Shares
Under the Company Law, Honda is generally required to obtain authorization for any acquisition of its own shares by means of:
(i) | a resolution at a General Meeting of Shareholders, which may be effective for one year at the most from the date thereof; |
(ii) | a resolution of the Board of Directors if the acquisition is in accordance with its Articles of Incorporation; or |
(iii) | a resolution of the Board of Directors if the acquisition is to purchase its shares from its subsidiary. |
Honda may only dispose of shares so acquired in accordance with the procedures applicable to a new share issuance under the Company Law.
Upon due authorization, Honda may acquire its own shares:
• | in the case of (i) and (ii) above, from stock markets or by way of tender offer; |
• | in the case of (i) above, from a specific person, but only if its shareholders approve such acquisition by special resolution; and |
• | in the case of (iii) above, from such subsidiary. |
In the event Honda is to acquire its own shares from a specific person other than its subsidiary at a price which is higher than the higher of (x) the final market price on the market trading such shares as of the date immediately preceding the date of the required resolution or (y) in the event that such shares are subject to a tender offer, etc., the price set in the contract regarding such tender offer, any shareholder may request that Honda includes such shareholder’s shares in the proposed purchase.
Acquisitions described in (i) through (iii) above must satisfy certain other requirements, including the restriction of the source of consideration in which the total amount of the purchase price of such own shares may not exceed the distributable amount of the corporation.
Reports to Shareholders
Honda currently furnishes shareholders with reference documents for a General Meeting of Shareholders such as notices of shareholders’ meetings, business reports including financial statements, and notices of resolutions adopted at the shareholders’ meetings, all of which are in Japanese. Under the Company Law and the Articles of Incorporation of Honda, business reports including financial statements may only be provided by electronic means, but shareholders have the right to request Honda to provide them in writing. As for the notices of shareholders’ meetings themselves, Honda is required to provide them in writing which include certain material information such as the date, place and subject matters of the meeting, and URL links to the other reference documents, but, also conversely, these notices may be provided by electronic means to those shareholders who have approved such means of notice provision. Notwithstanding the foregoing, Honda currently furnishes shareholders with all such reference documents in writing on a voluntary basis. Further, pursuant to its Articles of Incorporation, Honda’s public notices to shareholders shall be given in Japanese by way of electronic public notice; provided, however, that if any public notice is unable to be given by electronic method due to any accident or for any other unavoidable reason, such public notice shall be given by publication in the Nihon Keizai Shimbun, a Japanese newspaper of general circulation.
Requirements for Amendments (Item 10.B.4 of Form 20-F)
Please refer to “—Rights of the Shares (Item 10.B.3 of Form 20-F)—Voting Rights” above. None of the requirements for amendments are more significant than required by applicable law.
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Limitations on the Rights to Own Shares (Item 10.B.6 of Form 20-F)
In addition to the Japanese unit share system that is described under “—Differences between the Law of Different Jurisdictions (Item 10.B.9 of Form 20-F)—Japanese Unit Share System” below, the Foreign Exchange and Foreign Trade Law of Japan (the “Foreign Exchange and Foreign Trade Law”) and the cabinet orders and ministerial ordinances thereunder (collectively, the “Foreign Exchange Regulations”) govern the acquisition and holding of shares of Honda by “exchange non-residents” and by “foreign investors”.
Exchange non-residents are:
• | individuals who do not reside in Japan; and |
• | corporations whose principal offices are located outside Japan. Generally, branches and other offices of non-resident corporations that are located within Japan are regarded as residents of Japan. Conversely, branches and other offices of Japanese corporations located outside Japan are regarded as exchange non-residents. |
Foreign investors are:
(i) | individuals who are exchange non-residents; |
(ii) | corporations or other organizations that are organized under the laws of foreign countries or whose principal offices are located outside of Japan (excluding partnerships falling within (iv) below); |
(iii) | corporations of which 50% or more of their voting rights are held directly or indirectly by individuals and/or corporations falling within (i) and/or (ii) above; |
(iv) | general partnerships under the Civil Code of Japan established to invest in corporations, limited partnerships for investment under the Limited Partnership Act for Investment of Japan, or any other similar partnerships under the laws of foreign countries, where either (a) 50% or more of the contributions to such entities are made by exchange non-residents or certain other foreign investors or (b) a majority of the general partners who are delegated to execute the business of such general partnerships, general partners of such limited partnerships or other similar partners of the other similar partnerships are exchange non-residents or certain other foreign investors; or |
(v) | corporations or other entities of which a majority of either (a) directors or other officers (including those who have the same degree or more control over such corporations or such other entities as directors or other officers) or (b) directors or other officers (including those who have the same degree or more control over such corporations or such other entities as directors or other officers) having the power of representation are individuals who are exchange non-residents. |
A foreign investor who plans to acquire 1% or more of issued shares or the total voting rights of Honda must, in principle, file a prior notification with the Minister of Finance and any other competent Ministers having jurisdiction. That is because Honda has been designated as a company conducting business activities in industries categorized as the core sectors in relation to the national security of Japan (the “Core Sectors”) as defined under the Foreign Exchange and Foreign Trade Law. However, certain exemptions are provided for foreign investors other than those who have been subject to punitive measure within five years for violating the Foreign Exchange and Foreign Trade Law or investors that are foreign governments or foreign state-owned enterprises (excluding those accredited by the Minister of Finance), if they satisfy certain requirements described below. The foreign investors who satisfy the following conditions, among others, will be exempted from the prior notification requirement under the Foreign Exchange Regulations: (1) a foreign financial institution that (a) is located in the countries that are listed in the relevant schedule under the Foreign Exchange Regulations, (b) meets the conditions set by the Minister of Finance and any other competent Ministers having jurisdiction, and (2) a foreign investor other than foreign financial institution that, in addition to satisfying (a) and (b) above, (c) will not hold 10% or more of issued shares or the total voting rights of Honda after its acquisition.
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The conditions mentioned in (1)(b) in the preceding paragraph include the following, among others: (1) in the case of a foreign financial institution, (i) not becoming a board member of Honda itself or through its closely-related person, (ii) not submitting any agenda proposing transfer or disposition of the business categorized as designated business sectors under the Foreign Exchange Regulations (the “Designated Business Sectors”) to a shareholders’ meeting, and (iii) not acquiring confidential technical information relating to business activities in the Designated Business Sectors or doing any act that causes disclosure of such information, and (2) in the case of a foreign investor other than foreign financial institution, in addition to satisfying (i), (ii) and (iii) above, (iv) not attending the meeting of board of directors or any committee of Honda which makes important decision in connection with business activities in the Core Sectors, and (v) not making any proposal to the board of directors or board members in writing requiring their responses and/or actions by certain deadlines in connection with the business activities in the Core Sectors.
Even if a foreign investor is exempted from the prior notification requirement under the Foreign Exchange Regulations, the foreign investor must file a report of the acquisition with the Minister of Finance and any other competent Ministers having jurisdiction within 45 days from the date of the acquisition (1) in the case of a foreign financial institution, each time when it acquires 10% or more of issued shares or the total voting rights of Honda, and (2) in the case of a foreign investor other than foreign financial institution, when it acquires 1% or more or 3% or more, respectively, of issued shares or the total voting rights of Honda for the first time (for the avoidance of doubt, an acquisition of 10% or more of issued shares or the total voting rights of Honda by a foreign investor other than foreign financial institution is subject to the prior notification requirement as mentioned above, and therefore a post fact report is not applicable to such acquisition).
In addition, even if the acquisition of shares of Honda by an exchange non-resident from a resident of Japan is not subject to any prior filing requirements in general, in certain limited circumstances, the Minister of Finance may require prior approval of such acquisition. In addition, in case a resident of Japan transfers shares of Honda for consideration exceeding ¥100 million to an exchange non-resident, the resident of Japan who transfers the shares is required to report the transfer to the Minister of Finance within 20 days from the date of the transfer or the date of receipt of payment, whichever comes later, unless the transfer was made through a bank or financial instruments firms licensed or registered under Japanese law.
Provisions Affecting Any Change of Control (Item 10.B.7 of Form 20-F)
Not applicable.
Ownership Threshold (Item 10.B.8 of Form 20-F)
The Financial Instruments and Exchange Law of Japan and regulations under such law require any person other than the relevant corporation who has become a holder (together with its related persons) of more than 5% of the total issued shares of a corporation listed on any Japanese financial instruments exchange or whose shares are traded on the over-the-counter market (including ADSs representing such shares) to file with the Director of a competent Local Finance Bureau, within five business days, in general, a report concerning those shareholdings. A similar report must also be filed to reflect any change of 1% or more in any shareholding or any change in material matters set out in reports previously filed. As of April 1, 2014, any person who filed a report on or after that date to reflect a change in holding of 5% or less of the total issued shares is not required to file any further report for a change of 1% or more in shareholding (unless the holding exceeds 5%) or any change in material matters previously reported. Copies of any report must also be furnished to all Japanese financial instruments exchanges on which the corporation’s shares are listed or in the case of shares traded on the over-the-counter market, the Japan Securities Dealers Association. For this purpose, shares issuable or transferable to such person upon exercise of exchangeable securities, conversion of convertible securities or exercise of warrants or stock acquisition rights are taken into account in determining both the number of shares held by that holder and the corporation’s total issued share capital.
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Differences Between the Law of Different Jurisdictions (Item 10.B.9 of Form 20-F)
Japanese Unit Share System
Consistent with the requirements of the Company Law, the Articles of Incorporation of Honda adopts a unit share system called “tan-gen-kabu”, under which 100 shares constitute one voting unit of shares. The Board of Directors of Honda by itself may reduce, but not increase, the number of shares that constitute one voting unit or abolish the unit share system entirely by amendments to the Articles of Incorporation by a board resolution without approval of shareholders. An increase in the number of shares that constitute one voting unit requires an amendment to the articles of incorporation by a special resolution of a general meeting of shareholders. In any case, the number of shares constituting one voting unit may not exceed 1,000 shares or 0.5% of the total issued shares.
Under the Book-Entry Law, shares constituting less than one voting unit are transferable. Under the rules of the Japanese financial instruments exchanges, however, shares constituting less than one voting unit do not comprise a trading unit, except in limited circumstances, and accordingly may not be sold on the Japanese financial instruments exchanges.
The holder of shares constituting less than one voting unit may at any time require Honda to purchase or sell such shares to constitute one voting unit at the market price in accordance with Honda’s Share Handling Regulations (see below). Because the transfer of ADRs does not require changes in the ownership of the underlying shares, holders of ADRs evidencing ADSs that constitute less than one voting unit of shares are not affected by these restrictions in their ability to transfer the ADRs. However, because transfers of less than one voting unit of the underlying shares are normally prohibited under the unit share system, under the Deposit Agreement, the right of ADR holders to surrender their ADRs and withdraw the underlying shares for sale in Japan may only be exercised as to whole voting units.
Right of a Holder of Shares Representing Less Than One Voting Unit to Require Honda to Purchase or Sell Its Shares.
A holder of Honda’s shares representing less than one voting unit may at any time require Honda to purchase its shares. These shares will be purchased at (a) the closing price of the shares reported by the Tokyo Stock Exchange on the day when the request for purchase reaches the share handling agent, or (b) if no sale takes place on the Tokyo Stock Exchange on that day, then the price at which the first sale of shares is effected on the Tokyo Stock Exchange thereafter. In each case, Honda will request the payment of an amount determined by Honda as an amount equal to the brokerage commission required for the sale and purchase of the shares. A holder of shares representing less than one voting unit may, in accordance with the provisions of Honda’s Share Handling Regulations, also make a request to the effect that such number of shares should be sold to it that will, when added to the shares less than one voting unit already held by that shareholder, constitute one voting unit. However, because holders of ADSs representing less than one unit are not able to withdraw the underlying shares from deposit, these holders will not be able to exercise many shareholder rights as a practical matter.
Other Rights of a Holder of Shares Representing Less Than One Voting Unit.
In addition to the rights described in the preceding paragraph, a holder of shares representing less than one voting unit also has the rights including the followings and these rights may not be restricted by the articles of incorporation:
• | rights to receive any consideration for acquisition by a corporation of special shares all of which may be acquired by such corporation (zembu shutoku joukou tsuki shurui kabushiki) as provided by Article 171, paragraph 1, item 1 of the Company Law, |
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• | rights to receive any cash or other consideration for acquisition by a corporation of shares which may be acquired by such corporation on occurrence of certain event (shutoku joukou tsuki kabushiki) as provided by Article 107, paragraph 1, item 3 of the Company Law, |
• | rights to be allocated any shares without consideration as provided by Article 185 of the Company Law, |
• | rights to receive distribution of any residual assets of a corporation, and |
• | any other rights provided in the relevant Ordinance of the Ministry of Justice, including rights to receive cash or other distribution derived from consolidation of shares, stock split, allocation of stock acquisition rights without consideration, distribution of surplus or reorganization of a corporation. |
Other rights of a holder of shares constituting less than one voting unit may be restricted if the articles of incorporation so provide.
Voting rights under the unit share system.
Under the unit share system, the shareholders shall have one voting right for each voting unit of shares that they hold. A shareholder who owns shares representing less than one voting unit will not be able to exercise voting rights and any other rights relating thereto.
Daily Price Limits under Japanese Financial Instruments Exchange Rules
Share prices on Japanese financial instruments exchanges are determined on a real-time basis by the equilibrium between bids and offers. These exchanges set daily price limits, which limit the maximum range of fluctuation within a single trading day. Daily price limits are set in absolute yen according to the previous day’s closing price or special quote. Although transactions may continue at the upward or downward limit price if the limit price is reached on a particular trading day, no transactions may take place outside these limits. Consequently, an investor wishing to sell at a price above or below the relevant daily limit may not be able to sell its shares at such price on a particular trading day, or at all.
Changes in Capital (Item 10.B.10 of Form 20-F)
Please refer to “—Rights of the Shares (Item 10.B.3 of Form 20-F)—Capital and Reserves” and “—Rights of the Shares (Item 10.B.3 of Form 20-F)—Voting Rights” above. None of the requirements for changes in capital are more stringent than required by applicable law.
American Depositary Shares (Items 12.D.1 and 12.D.2 of Form 20-F)
Under the Second and Restated Deposit Agreement (the “Deposit Agreement”), JPMorgan Chase Bank, N.A, a national banking association organized under the laws of the United States, is the Depositary (the “Depositary”) of Honda’s ADSs representing Honda’s Common Stock, including evidence of rights to receive such Common Stock. Each ADS represents one share of Common Stock at the date of the applicable ADR, deposited at the principal office of MUFG Bank, Ltd., Tokyo (the “Custodian”), as agent of the Depositary. The address of the Depositary’s office is 383 Madison Avenue, Floor 11, New York, New York 10179 (the “Depositary’s Office”).
The rights of ADR holders, including their rights to corporate governance practices, are governed by the Deposit Agreement which is an exhibit to the annual report to which this description is attached or incorporated by reference as an exhibit.
You may hold ADSs either directly or indirectly through your broker or other financial institution. If you hold ADSs directly, you are an ADR holder. This description assumes you hold your ADSs directly. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADR holders described in this section.
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You should consult with your broker or financial institution to find out what those procedures are.
Because JPMorgan Chase Bank, N.A. will actually hold the shares underlying your ADRs, you must rely on it to exercise the rights of a shareholder. The obligations of JPMorgan Chase Bank, N.A. are set out in an agreement among Honda, JPMorgan Chase Bank, N.A. and you, as an ADR holder. The agreement and the ADRs are generally governed by New York law.
The following is a summary of the agreement. Because it is a summary, it does not contain all the information that may be important to you. For more complete information, you should read the entire agreement and the form of ADR, each of which is included as an exhibit to the annual report to which this description is attached or incorporated by reference as an exhibit.
Fixing of the Record Date (Item 12.D.2.(b) of Form 20-F)
The Depositary may, after consultation with Honda if practicable, fix a record date (which, to the extent applicable, shall be as near as practicable to any corresponding record date set by Honda) for the determination of the holders who shall be responsible for the fee assessed by the Depositary for administration of the ADR program and for any expenses provided for in paragraph (7) of the Form of ADR included in the Deposit Agreement as well as for the determination of the holders who shall be entitled to receive any distribution on or in respect of Deposited Securities, to give instructions for the exercise of any voting rights, to receive any notice or to act in respect of other matters and only such holders shall be so entitled or obligated.
Voting deposited securities (Item 12.D.2.(b) and Item 12.D.2.(d) of Form 20-F)
As soon as practicable after receipt of notice of any meeting at which the holders of shares are entitled to vote, or of solicitation of consents or proxies from holders of shares or other Deposited Securities, the Depositary shall fix the ADR record date in accordance with the Deposit Agreement, provided that if the Depositary receives a written request from Honda in a timely manner promptly after the approval by the Board of Directors of the convocation of such meeting or the solicitation of such consents or proxies, or promptly after any other party authorized to do so has called such meeting or initiated the solicitation of such consents or proxies, the Depositary shall, at Honda’s expense, distribute to holders a notice (the “Voting Notice”) stating (i) final information particular to such vote and meeting and any solicitation materials, (ii) that each holder on the record date set by the Depositary will, subject to any applicable provisions of Japanese law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such holder’s ADRs and (iii) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by Honda. There is no guarantee that holders generally or any holder in particular will receive the notice described above or, to the extent any such notice is distributed, that such notice will be distributed or received with sufficient time to enable such holder to return any voting instructions to the Depositary in a timely manner.
Following actual receipt by the ADR department of the Depositary responsible for proxies and voting of holders’ instructions, the Depositary shall, in the manner and on or before the time established by the Depositary for such purpose, endeavor to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such holders’ ADRs in accordance with such instructions insofar as practicable and permitted under the provisions of or governing Deposited Securities. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. Under current Japanese law and Honda’s Articles of Incorporation, voting rights can only be exercised with respect to units consisting of 100 Shares. Accordingly, the Depositary will only be able to endeavor to vote or cause to be voted such number of Deposited Securities that shall equal a multiple of 100 shares (or such other number as Honda’s Articles of Incorporation may specify from time to time) and, as a result, if the Depositary receives voting instructions for such number of Deposited Securities (the “Instructed Shares”) that is not a multiple of the requisite number of shares, then the Depositary shall only endeavor to vote, or cause to be voted, such number of Instructed Shares that represents the highest applicable multiple of the requisite number of shares, taking into account a pro-ration of the voting instructions received from holders, and any remaining Instructed Shares shall not be voted.
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To the extent that the Depositary (A) receives the Honda’s written request pursuant to the Deposit Agreement in a timely manner as provided therein, (B) reasonably believes that it has been provided with notice of a meeting in sufficient time to ensure that the Voting Notice will be received by all holders and beneficial owners no less than 10 days prior to the date of the meeting and/or the cut-off date for the solicitation of consents, and (C) does not receive instructions on a particular agenda item from a holder in a timely manner, such holder shall be deemed, and the Depositary is instructed to deem such holder, to have instructed the Depositary to give a discretionary proxy for such agenda item(s) to a person designated by Honda to vote the Deposited Securities represented by the ADRs for which actual instructions were not so given by all such holders on such agenda item(s), provided that no such instruction shall be deemed given and no discretionary proxy shall be given unless (1) to the best of Honda’s knowledge after reasonable inquiry, there is no substantial opposition existing with respect to such agenda item(s), and such agenda item(s), if approved, would not materially or adversely affect the rights of holders of shares, (2) Honda informs the Depositary in writing (and Honda agrees to provide the Depositary with such instruction promptly in writing) that (i) it wishes such proxy to be given with respect to such agenda item(s), (ii) to the best of Honda’s knowledge after reasonable inquiry, there is no substantial opposition existing with respect to such agenda item(s), and such agenda item(s), if approved, would not materially or adversely affect the rights of holders of shares, and (3) the Depositary has obtained an opinion of counsel, in form and substance satisfactory to the Depositary, confirming that (i) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Japan, (ii) the granting of such proxy will not result in a violation of the laws, rules, regulations or permits of Japan, (iii) the voting arrangement and deemed instruction as contemplated herein will be given effect under the laws, rules and regulations of Japan, and (iv) the granting of such discretionary proxy will not under any circumstances result in the shares represented by the ADRs being treated as assets of the Depositary under the laws, rules or regulations of Japan.
Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by any law, rule or regulation or by the rules, regulations or requirements of the stock exchange on which the ADRs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of or solicitation of consents or proxies from holders of Deposited Securities, distribute to the holders a notice that provides holders with or otherwise publicizes to holders instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Holders are strongly encouraged to forward their voting instructions as soon as possible. Voting instructions will not be deemed received until such time as the ADR department responsible for proxies and voting has received such instructions, notwithstanding that such instructions may have been physically received by the Depositary.
Dividends and Other Distributions (Item 12.D.12.(c), Item 12.D.2(e) and Item 12.D.2.(f) of Form 20-F)
Subject to terms of the Deposit Agreement, to the extent practicable, the Depositary will distribute to each holder entitled thereto on the record date set by the Depositary therefor at such holder’s address shown on the ADR register, in proportion to the number of Deposited Securities (on which the following distributions on Deposited Securities are received by the Custodian):
• | Cash. Any U.S. dollars available to the Depositary resulting from a cash dividend or other cash distribution or the net proceeds of sales of any other distribution or portion thereof authorized by the Deposit Agreement, on an averaged or other practicable basis, subject the terms of the Deposit Agreement; |
• | Shares. (i) Additional ADRs evidencing whole ADSs representing any shares available to the Depositary resulting from a dividend or free distribution on Deposited Securities consisting of shares |
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(a “Share Distribution”) and (ii) U.S. dollars available to it resulting from the net proceeds of sales of shares received in a Share Distribution, which shares would give rise to fractional ADSs if additional ADRs were issued therefor, as in the case of cash. |
• | Rights. (i) Warrants or other instruments in the discretion of the Depositary representing rights to acquire additional ADRs in respect of any rights to subscribe for additional shares or rights of any nature available to the Depositary as a result of a distribution on Deposited Securities (“Rights”), to the extent that Honda timely furnishes to the Depositary evidence satisfactory to the Depositary that the Depositary may lawfully distribute the same (Honda has no obligation to so furnish such evidence), or (ii) to the extent Honda does not so furnish such evidence and sales of Rights are practicable, any U.S. dollars available to the Depositary from the net proceeds of sales of Rights as in the case of cash, or (iii) to the extent Honda does not so furnish such evidence and such sales cannot practicably be accomplished by reason of the nontransferability of the Rights, limited markets therefor, their short duration or otherwise, nothing (and any Rights may lapse). |
• | Other distributions: (i) Securities or property available to the Depositary resulting from any distribution on Deposited Securities other than cash, Share Distributions and Rights (“Other Distributions”), by any means that the Depositary may deem equitable and practicable, or (ii) to the extent the Depositary deems distribution of such securities or property not to be equitable and practicable, any U.S. dollars available to the Depositary from the net proceeds of sales of Other Distributions as in the case of cash. |
Liability of Holder for Taxes (Item 12.D.2.(c) and Item 12.D.2.(i) of Form 20-F)
If any tax or other governmental charges (including any penalties and/ or interest) shall become payable by or on behalf of the Custodian or the Depositary with respect to an ADR, any Deposited Securities represented by the ADSs evidenced thereby or any distribution thereon, such tax or other governmental charge shall be paid by the holder thereof to the Depositary. The Depositary may refuse to effect any registration, registration of transfer, split-up or combination of any ADR or any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the holder of any ADR any part or all of such Deposited Securities, and may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental charge, the holder thereof remaining liable for any deficiency, and shall reduce the number of ADSs evidenced by such ADR to reflect any such sales of Shares.
Reports; Inspection of Transfer Books (Item 12.D.2.(d) and Item 12.D.2.(h) of Form 20-F)
The Depositary shall make available for inspection by Holders at the Depositary’s Office, at the office of the Custodian, at any other designated transfer offices, on the website of the United States Securities and Exchange Commission (the “Commission”), or upon request from the Depositary, the Deposit Agreement, the provisions of or governing Deposited Securities and any written communications, including any proxy solicitation material, received from Honda which are both (a) received by the Custodian or the nominee of either as the holder of Deposited Securities and (b) made generally available to the holders of Common Stock or Deposited Securities by Honda. The Depositary will distribute copies of such communications to record holders when furnished by Honda.
The Depositary or its agent will keep, at a designated transfer office, a register for the registration, registration of transfer, combination and split-up of ADRs, which at all reasonable times will be open for inspection by holders and Honda for the purpose of communicating with holders in the interest of the business of Honda or a matter relating to the Deposit Agreement.
Changes Affecting Deposited Securities (Item 12.D.2.(f) of Form 20-F)
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The Depositary may, in its discretion, and shall if reasonably requested by Honda, amend the ADRs or distribute additional or amended ADRs (with or without calling existing ADRs for exchange) or cash, securities or property on the record date set by the Depositary therefor to reflect any change in par value, split-up, consolidation, cancellation or other reclassification of Deposited Securities, any Share Distribution or Other Distribution not distributed to holders or any cash, securities or property available to the Depositary in respect of Deposited Securities from (and the Depositary is authorized under the Deposit Agreement to surrender any Deposited Securities to any person and, irrespective of whether such Deposited Securities are surrendered or otherwise cancelled by operation of law, rule, regulation or otherwise, to sell by public or private sale any property received in connection with) any recapitalization, reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all the assets of Honda.
To the extent the Depositary does not so amend the ADRs or make a distribution to holders to reflect any of the foregoing, or the net proceeds thereof, whatever cash, securities or property results from any of the foregoing shall constitute Deposited Securities and each ADS evidenced by the ADRs shall automatically represent its pro rata interest in the Deposited Securities as then constituted.
Promptly upon the occurrence of any of the aforementioned changes affecting Deposited Securities, Honda shall notify the Depositary in writing of such occurrence and as soon as practicable after receipt of such notice from Honda, may instruct the Depositary to give notice thereof, at Honda’s expense, to holders in accordance with the provisions hereof. Upon receipt of such instruction, the Depositary shall give notice to the holders in accordance with the terms thereof, as soon as reasonably practicable.
Amendment and Termination of Deposit Agreement (Item 12.D.2.(g) of Form 20-F)
The ADRs and the Deposit Agreement may be amended by Honda and the Depositary, provided that any amendment that imposes or increases any fees or charges on a per ADS basis (other than stock transfer or other taxes and other governmental charges, transfer or registration fees, SWIFT, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or that shall otherwise prejudice any substantial existing right of holders or beneficial owners, shall become effective 30 days after notice of such amendment shall have been given to the holders. Every holder and beneficial owner at the time any amendment to the Deposit Agreement so becomes effective shall be deemed, by continuing to hold such ADR, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the holder of any ADR to surrender such ADR and receive the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law. Any amendments or supplements that (i) are reasonably necessary (as agreed by Honda and the Depositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act of 1933 or (b) the ADSs or shares to be traded solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by holders, shall be deemed not to prejudice any substantial rights of Holders or Beneficial Owners. Notwithstanding the foregoing, if any governmental body or regulatory body should adopt new laws, rules or regulations which would require amendment or supplement of the Deposit Agreement or the form of ADR to ensure compliance therewith, Honda and the Depositary may amend or supplement the Deposit Agreement and the form of ADR at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement to the Deposit Agreement in such circumstances may become effective before a notice of such amendment or supplement is given to holders or within any other period of time as required for compliance. Notice of any amendment to the Deposit Agreement or form of ADRs shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific amendments in any such notice shall not render such notice invalid, provided, however, that, in each such case, the notice given to the holders identifies a means for holders and beneficial owners to retrieve or receive the text of such amendment (i.e., upon retrieval from the Commission’s, the Depositary’s or Honda’s website or upon request from the Depositary).
The Depositary may, and shall at the written direction of Honda, terminate the Deposit Agreement and the ADRs by mailing notice of such termination to the holders at least 30 days prior to the date fixed in such notice for such termination; provided, however, if the Depositary shall have (i) resigned as Depositary under the Deposit Agreement, notice of such termination by the Depositary shall not be provided to holders unless a successor depositary shall not be operating hereunder within 60 days of the date of such resignation, or (ii) been removed as Depositary under the Deposit Agreement, notice of such termination by the Depositary shall not be provided to holders unless a successor depositary shall not be operating hereunder on the 90th day after Honda’s notice of removal was first provided to the Depositary.
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Notwithstanding anything to the contrary in the Deposit Agreement, the Depositary may terminate the Deposit Agreement without notice to Honda, but subject to giving 30 days’ notice to the holders, under the following circumstances: (i) in the event of Honda’s bankruptcy or insolvency, (ii) if the shares cease to be listed on an internationally recognized stock exchange, (iii) if Honda effects (or will effect) a redemption of all or substantially all of the Deposited Securities, or a cash or share distribution representing a return of all or substantially all of the value of the Deposited Securities, or (iv) there occurs a merger, consolidation, sale of assets or other transaction as a result of which securities or other property are delivered in exchange for or in lieu of Deposited Securities. After the date so fixed for termination, the Depositary and its agents will perform no further acts under the Deposit Agreement and the ADRs, except to receive and hold (or sell) distributions on Deposited Securities and deliver Deposited Securities being withdrawn. As soon as practicable after the date so fixed for termination, the Depositary shall use its reasonable efforts to sell the Deposited Securities and shall thereafter (as long as it may lawfully do so) hold in an account (which may be a segregated or unsegregated account) the net proceeds of such sales, together with any other cash then held by it under the Deposit Agreement, without liability for interest, in trust for the pro rata benefit of the Holders of ADRs not theretofore surrendered. After making such sale, the Depositary shall be discharged from all obligations in respect of the Deposit Agreement and the ADRs, except to account for such net proceeds and other cash. After the date so fixed for termination, Honda shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary and its agents.
Surrender of ADRs and Withdrawal of Common Stock (Item 12.D.2.(i) of Form 20-F)
Subject to the terms of the Deposit Agreement, upon surrender of (a) a certificated ADR in a form satisfactory to the Depositary at the transfer office or (b) proper instructions and documentation in the case of a Direct Registration ADR, the holder of such ADR is entitled to delivery at, or to the extent in dematerialized form from, the Custodian’s office of the Deposited Securities at the time represented by the ADSs evidenced by such ADR. At the request, risk and expense of the holder, the Depositary may deliver such Deposited Securities at such other place as may have been requested by the Holder. Notwithstanding the foregoing, to the extent Japanese law or Honda’s Articles of Incorporation limit the delivery of Deposited Securities in the Japanese market to a unit consisting of a specified number of Deposited Securities, cancellations of ADSs will only be permitted in a number that would allow for delivery of one or more multiples of such unit of Deposited Securities. Notwithstanding any other provision of the Deposit Agreement and subject to any limitations resulting from the immediately preceding sentence, the withdrawal of Deposited Securities may be restricted only for the reasons set forth in General Instruction I.A. (1) of Form F-6 (as such instructions may be amended from time to time) under the Securities Act of 1933.
Conditions to Execution and Delivery, Registration of Transfer, etc. of ADRs (Item 12.D.2.(i) of Form 20-F)
As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any ADR, the delivery of any distribution in respect thereof or, subject to the terms of the Deposit Agreement, the withdrawal of any Deposited Securities, Honda, the Depositary, or any Custodian may require: (a) payment with respect thereto of (i) any Common Stock transfer or other tax or other governmental charge with respect thereto, (ii) any Common Stock transfer or registration fees for the registration of transfers of Common Stock or other Deposited Securities upon any applicable register and (iii) any charges of the Depositary upon delivery of ADRs; (b) the production of proof satisfactory to it of (i) the identity and genuineness of any signature and (ii) as to any other matter, including without limitation, information as to citizenship, residence, exchange control approval, beneficial or other ownership of, or interest in, any securities, compliance with applicable law, regulations, provisions of or governing Deposited Securities and terms of the Deposit Agreement and the ADR, as it may deem necessary or proper; and (c) compliance with such reasonable regulations, if any, as the Depositary and Honda may establish consistent with the provisions of the Deposit Agreement.
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Suspension of Delivery, Transfer, etc. (Item 12.D.2.(i) of Form 20-F)
The issuance of ADRs, the acceptance of deposits of shares, the registration, registration of transfer, split-up or combination of ADRs or, subject to the terms of the Deposit Agreement, the withdrawal of Deposited Securities may be suspended, generally or in particular instances, when the ADR Register or any register for Deposited Securities is closed or when any such action is deemed advisable by the Depositary.
Transfers, Split-ups, Combinations of ADRs (Item 12.D.2.(i) of Form 20-F)
An ADR is transferable on the books of the Depositary upon surrender of such ADR to the Depositary at such offices as it may designate properly endorsed or accompanied by a properly executed and duly stamped instrument of transfer, and upon such transfer the Depositary shall execute and deliver an ADR to or upon the order of the person entitled thereto, as provided in the Deposit Agreement. An ADR may be split into other ADRs or combined with other ADRs into one ADR. The Depositary may close the register at any time or from time to time, when deemed expedient by it.
Liability and Obligations of Honda, the Depositary and the Custodian (Item 12.D.2.(j) of Form 20-F)
Neither the Depositary nor Honda nor any of their respective directors, officers, employees, agents and affiliates and each of them shall incur any liability to any holder of an ADR, if by reason of any provision of any present or future law or regulation of Japan or any other country or jurisdiction, or of any action of any other governmental authority or any securities exchange or market or automated quotation system, or in the case of the Depositary or the Custodian, by reason of any provision, present or future, of the Articles of Incorporation or the Share Handling Regulations of Honda, or by reason of any act of God or war or other circumstance beyond its control, the Depositary, Honda or each of their respective directors, officers, employees, agents and affiliates and each of them shall be prevented or forbidden from, or subjected to any civil or criminal penalty on account of, doing any act which the Deposit Agreement provides shall be done; nor shall the Depositary, Honda or each of their respective directors, officers, employees, agents and affiliates and each of them incur any liability to any holder hereof by reason of any non-performance or delay, caused as aforesaid, in performance of any act which it is so provided shall or may be done, or by reason of any exercise of, or failure to exercise any discretion provided for in the Deposit Agreement.
Neither the Depositary, nor Honda nor each of their respective directors, officers, employees, agents and affiliates and each of them assumes any obligation nor shall any of them be subject to any liability under the Deposit Agreement to holders of ADRs, except that each agrees to perform obligations and duties specifically set forth in the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to holders. Neither the Depositary nor its agent shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the ADRs. Neither Honda not its agent shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the ADRs, which in its opinion may involve it in expense or liability, unless satisfactory indemnity be furnished as often as may be required.
Neither the Depositary, nor Honda shall be liable for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Common Stock for deposit, any holder of an ADR, or any other person believed by it to be competent to give such advice or information. Neither the Depositary nor the Custodian will be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner or effect of any such vote, made either with or without request as long as any such action or non-action is in good faith.
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Honda will indemnify the Depositary, the Custodian and their respective directors, officers, employees, agents and affiliates against any loss, liability or expense which may arise out of acts performed, in accordance with the provisions of the Deposit Agreement and of the ADRs (i) by the Depositary, the Custodian, or any of their respective directors, officers, employees, agents and affiliates, except for any liability arising out of its own negligence or willful misconduct or (ii) by Honda or any of its directors, officers, employees, agents and affiliates. The Depositary will indemnify Honda against any direct loss, liability or expenses which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or willful misconduct. The Depositary and the Custodian may own and deal in any class of securities of Honda and its affiliates and in ADRs.
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Exhibit 12.1
CERTIFICATION
I, Toshihiro Mibe, certify that:
1. | I have reviewed this Annual Report on Form 20-F of Honda Motor Co., Ltd.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. | The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. |
(c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
5. | The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
Date: June 23, 2023
By: | /s/ Toshihiro Mibe |
|
Name: | Toshihiro Mibe | |
Title: | Director, President and Representative Executive Officer, Chief Executive Officer Honda Motor Co., Ltd. |
Exhibit 12.2
CERTIFICATION
I, Eiji Fujimura, certify that:
1. | I have reviewed this Annual Report on Form 20-F of Honda Motor Co., Ltd.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. | The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. |
(c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
5. | The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
Date: June 23, 2023
By: | /s/ Eiji Fujimura |
|
Name: | Eiji Fujimura | |
Title: | Executive Officer Chief Financial Officer Honda Motor Co., Ltd. |
Exhibit 13.1
CERTIFICATION
Pursuant to 18 U.S.C. § 1350, the undersigned officer of Honda Motor Co., Ltd. (the “Company”), hereby certifies, to such officer’s knowledge, that the Company’s Annual Report on Form 20-F for the year ended March 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: June 23, 2023
By: | /s/ Toshihiro Mibe |
|
Name: | Toshihiro Mibe | |
Title: | Director, President and Representative Executive Officer Chief Executive Officer Honda Motor Co., Ltd. |
Exhibit 13.2
CERTIFICATION
Pursuant to 18 U.S.C. § 1350, the undersigned officer of Honda Motor Co., Ltd. (the “Company”), hereby certifies, to such officer’s knowledge, that the Company’s Annual Report on Form 20-F for the year ended March 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: June 23, 2023
By: | /s/ Eiji Fujimura |
|
Name: | Eiji Fujimura | |
Title: | Executive Officer Chief Financial Officer Honda Motor Co., Ltd. |
Exhibit 15.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statement (No. 333-263008) on Form F-3 of our reports dated June 23, 2023, with respect to the consolidated financial statements of Honda Motor Co., Ltd. and subsidiaries, and the effectiveness of internal control over financial reporting.
/s/ KPMG AZSA LLC
Tokyo, Japan
June 23, 2023