ANNUAL REPORT

20-F 1 d824108d20f.htm ANNUAL REPORT ANNUAL REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

☐	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

For the fiscal year ended March 31, 2020

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

For the transition period from to

☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number 1-7628

HONDA GIKEN KOGYO KABUSHIKI KAISHA

(Exact name of Registrant as specified in its charter)

HONDA MOTOR CO., LTD.

(Translation of Registrant’s name into English)

JAPAN

(Jurisdiction of incorporation or organization)

No. 1-1, Minami-Aoyama 2-chome, Minato-ku, Tokyo 107-8556, Japan

(Address of principal executive offices)

Rikako Suzuki

prj_h_ir2@hm.honda.co.jp, +81-3-5412-1134, No. 1-1, Minami-Aoyama 2-chome, Minato-ku, Tokyo 107-8556, Japan

(Name, E-mail and/or Facsimile number, Telephone and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Act.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock*	HMC	New York Stock Exchange
American Depositary Shares**	HMC	New York Stock Exchange

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

None

(Title of class)

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

None

(Title of class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.


Title of each class		Outstanding as of March 31, 2020***
Common Stock		1,726,609,786****

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act, Yes ☒ No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such file). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


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

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

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

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

U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

*	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 53,915,262 shares represented by American Depositary Shares.


PART I

Item 1. Identity of Directors, Senior Management and Advisers			1

Item 2. Offer Statistics and Expected Timetable			1

Item 3. Key Information			1
A. Selected Financial Data			1
B. Capitalization and Indebtedness			2
C. Reason for the Offer and Use of Proceeds			2
D. Risk Factors			2

Item 4. Information on the Company			8
A. History and Development of the Company			8
B. Business Overview			9
C. Organizational Structure			29
D. Property, Plants and Equipment			30

Item 4A. Unresolved Staff Comments			31

Item 5. Operating and Financial Review and Prospects			31
A. Operating Results			32
B. Liquidity and Capital Resources			57
C. Research and Development			59
D. Trend Information			62
E. Off-Balance Sheet Arrangements			62
F. Tabular Disclosure of Contractual Obligations			62
G. Safe Harbor			63

Item 6. Directors, Senior Management and Employees			64
A. Directors and Senior Management			64
B. Compensation			78
C. Board Practices			81
D. Employees			81
E. Share Ownership			82

Item 7. Major Shareholders and Related Party Transactions			82
A. Major Shareholders			82
B. Related Party Transactions			83
C. Interests of Experts and Counsel			83

Item 8. Financial Information			83
A. Consolidated Statements and Other Financial Information			83
B. Significant Changes			85

Item 9. The Offer and Listing			85
A. Offer and Listing Details			85
B. Plan of Distribution			85
C. Markets			85
D. Selling Shareholders			86
E. Dilution			86
F. Expenses of the Issue			86

Item 10. Additional Information			86
A. Share Capital			86
B. Memorandum and Articles of Association			86
C. Material Contracts			87
D. Exchange Controls			87
E. Taxation			88


F. Dividends and Paying Agents			92
G. Statement by Experts			92
H. Documents on Display			92
I. Subsidiary Information			92

Item 11. Quantitative and Qualitative Disclosure about Market Risk			92

Item 12. Description of Securities Other than Equity Securities			92
A. Debt Securities			92
B. Warrants and Rights			92
C. Other Securities			92
D. American Depositary Shares			92

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies			94

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds			94

Item 15. Controls and Procedures			94

Item 16A. Audit Committee Financial Expert			95

Item 16B. Code of Ethics			95

Item 16C. Principal Accountant Fees and Services			95

Item 16D. Exemptions from the Listing Standards for Audit Committees			96

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers			96

Item 16F. Change in Registrant’s Certifying Accountant			97

Item 16G. Corporate Governance			97

Item 16H. Mine Safety Disclosure			102

PART III

Item 17. Financial Statements			102

Item 18. Financial Statements			102

Item 19. Exhibits			103

PART I

Unless the context otherwise requires, the terms “we”, “us”, “our”, “Registrant”, “Company” and “Honda” as used in this Annual Report each refer to Honda Motor Co., Ltd. and its consolidated subsidiaries.

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

A. Selected Financial Data

The selected consolidated financial data set out below for each of the five fiscal years ended March 31, 2020 have been derived from our consolidated financial statements that were prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

You should read the IFRS selected consolidated financial data set out below together with “Item 5. Operating and Financial Review and Prospects” and our consolidated financial statements contained in this Annual Report.


	Fiscal years ended March 31,
	Yen (millions, except Per Share Data)
	2016			2017			2018			2019			2020
Consolidated Statement of Income Data:
Sales revenue	¥	14,601,151		¥	13,999,200		¥	15,361,146		¥	15,888,617		¥	14,931,009
Operating profit		503,376			840,711			833,558			726,370			633,637
Share of profit of investments accounted for using the equity method		126,001			164,793			247,643			228,827			164,203
Profit before income taxes		635,450			1,006,986			1,114,973			979,375			789,918
Profit for the year		406,358			679,394			1,128,639			676,286			509,932
Profit for the year attributable to owners of the parent		344,531			616,569			1,059,337			610,316			455,746
Consolidated Statement of Financial Position Data:
Total assets		18,229,294			18,958,123			19,349,164			20,419,122			20,461,465
Financing liabilities, including current and non-current		6,526,248			6,809,118			6,799,010			7,331,120			7,469,686
Equity attributable to owners of the parent		6,761,433			7,295,296			7,933,538			8,267,720			8,012,259
Total equity		7,031,788			7,569,626			8,234,095			8,565,790			8,286,023
Common stock		86,067			86,067			86,067			86,067			86,067
Per Share Data:
Weighted average number of common shares outstanding
Basic and diluted (thousands of shares)		1,802,285			1,802,282			1,793,088			1,763,983			1,752,006
Earnings per share attributable to owners of the parent^*1
Basic and diluted	¥	191.16		¥	342.10		¥	590.79		¥	345.99		¥	260.13
Dividends declared during the period per common share^*2		88.00			90.00			97.00			110.00			112.00
		(US$ 0.78	)		(US$ 0.80	)		(US$ 0.91	)		(US$ 0.99	)		(US$ 1.03	)

^*1	Earnings per share has been calculated by dividing profit for the year attributable to owners of the parent available to common shareholders by the weighted average number of common shares outstanding during the period.

^*2

A year-end dividend of ¥28 ($0.26) per common share aggregating ¥48.3 billion ($444 million) relating to fiscal 2020 was resolved by the Company’s Board of Directors in May 2020. This dividend was paid in June 2020. U.S. dollar amounts for dividends per share are translated from yen at the year-end exchange rate of each period.

B. Capitalization and Indebtedness

Not applicable.

C. Reason for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

You should carefully consider the risks described below before making an investment decision. If any of the risks described below actually occurs, Honda’s business, financial condition or operating results could be adversely affected. In that event, the trading prices of Honda’s common shares and American Depositary Shares could decline, and you may lose all or part of your investment. Additional risks not currently known to Honda or that Honda now deems immaterial may also harm Honda and affect your investment.

Risks relating to the spread of coronavirus disease 2019 (COVID-19)

The World Health Organization (WHO) declared COVID-19 a Public Health Emergency of International Concern in January 2020 and, subsequently, a pandemic in March 2020. Thereafter, COVID-19 continued to spread worldwide, due to various responses resulted from the spread of COVID-19 including outing and travel restrictions in various countries, there has been stagnation of consumers’ consumptions and corporate economic activities, and resulted in decreased sales units of automobiles and other products.

The spread of COVID-19 has adversely affected Honda’s business and operating results in its Motorcycle business, Automobile business, Financial services business, and Life creation and other businesses. Resulting from travel restriction measures by government, Honda’s production bases in Japan and overseas are also affected by suspended or reduced production mainly due to restrictions on employees’ commute to the workplaces and delays in the supply of parts within the supply chain. Dongfeng Honda Automobile Co., Ltd. located in Wuhan City, China, stopped production at February 3, 2020, and subsequently, resumed production sequentially after March 11, 2020. Automobile factories located in the United States, stopped production at March 23, 2020, and subsequently, resumed production sequentially after May 11, 2020. Some dealers in Japan and overseas were obliged to suspend business, shorten business hours, or reduce services such as inspections and repairs. Customer credit risk and other factors are affected by changes in forecast, including an increase in unemployment rate and decline in used vehicle prices due to the downturn of economy. Furthermore, financing costs in the Financial services business are affected by the volatility in the financial market resulted from the spread of COVID-19. Honda’s cash and cash equivalents as of March 31, 2020 corresponds to approximately 2.1 months of sales revenue, and Honda believes it has sufficient liquidity for its business operations.

In January 2020, Honda established the Global Emergency Headquarters. Honda’s first priority is the safety of our stakeholders, including customers, suppliers and employees, Honda has taken countermeasures to minimize the adverse impacts on Honda’s business and operating results, from the perspective of business continuity. Beginning with thorough infection prevention countermeasures based on guidelines from the WHO and governments worldwide, Honda is taking various measures, such as disallowing travel to countries with a high risk of infection in line with travel restrictions in each country, expanding remote work by introducing restrictions on physical commuting, and canceling or scaling down events in which Honda’s stakeholders gather

in large numbers. Honda has been gradually resuming its business activities in some countries based on developments on local regulations and the supply of parts, upon taking measures such as checking employees’ temperatures, maintaining hygiene in work areas, and ensuring social distancing.

As mentioned above, some business activities are resuming. However, the duration of the spread of COVID-19, market trends, and economic trends remain uncertain. Unpredictable future trends may adversely affect Honda’s business and operating results, such as through factory downtime and business suspensions or shortening of business hours at dealers and decrease in sales units, in addition to increased costs to maintain prolonged infection prevention countermeasures. Increase of customer credit risk and other factors, which are affected by changes in forecast including an increase in unemployment rate and decline in used vehicle prices, may adversely affect Honda’s operating results including increase of credit losses and losses on lease residual values. Prolonged spread of COVID-19 may affect Honda’s liquidity and financing activities.

The spread of COVID-19 may have an impact on the following risks.

Regional Risk

Honda conducts business operations in countries worldwide and is exposed to risks including changes in local laws and regulations, agreements, institutions and business practices, such as tariffs, import and export regulations, and taxes, wars, terrorism, political uncertainty, worsening security situation, change in political regime and labor strikes in those countries or neighboring regions. If such unforeseeable events occur, and operations are delayed or suspended, Honda’s business and operating results could be adversely affected.

Particularly among them, Honda recognizes the following as the main risks, which could significantly affect the mid- and long-term initiatives of the Honda regarding further electrification of the products and provision of mobility services, so countermeasures are gaining importance.

For the scale of business in each region that may be affected by such changes in local laws and regulations and systems in the future, see “(d) Supplemental Geographical Information” of note “(4) Segment Information” to the accompanying consolidated financial statements.

1. Status of Trade Agreements

Going forward, trends in the negotiations regarding trade agreements, particularly those related to the United States, could have adverse effects on Honda’s business and operating results. Honda will continue to monitor the status of negotiations and take action in consideration of the impact on Honda.

Especially noteworthy is the fact that the United States-Mexico-Canada Agreement (USMCA) is expected to enter into force in July 2020. The revision of various rules such as the rules of country of origin for automobiles sold within the regions covered in USMCA may adversely affect Honda’s business in North America.

2. Status of Environmental Regulations

Fuel efficiency and emissions regulations are being revised or are scheduled to be revised in countries around the world. Depending on the trend of revisions of the regulations, countermeasure expenses of regulations may be incurred regarding development and the procurement of parts, thereby potentially adversely affecting Honda’s businesses in North America, Europe, Asia, and other regions.

3. Status of Personal Information Protection Rules

In recent years, personal information protection rules have been rapidly developed in countries around the world, as exemplified by the California Consumer Privacy Act that took effect in January 2020. As such, fines

may be imposed if violations of rules occur, including the leakage of personal information, in accordance with the rules of each country, and this could have an adverse effect on Honda’s business and operating results. In initiatives for other next-generation technologies such as provision of mobility services, measures to protect personal information are also gaining importance.

Information Security Risk

Honda uses a wide range of information systems and networks relating to information services and driving support in its business activities and its products, including in areas managed by subcontractors. Especially, in recent years, IoT and other information technologies, which have evolved rapidly, have become indispensable for control of vehicles. Amid this situation, cyber-attacks could substantially impact Honda’s mid- and long-term initiatives toward more widespread use and evolution of driver-assistive technologies and further provision of mobility services, so countermeasures are gaining importance, and this trend is expected to continue to accelerate in the future.

These may be the result of external cyber-attacks, in addition to equipment malfunction, or management deficiencies and human error, as well as natural disasters, infrastructure failures, or other unforeseen events within Honda or at its subcontractors. When such event occurs, Honda’s business and operating results could be adversely affected in terms of damage to its brand image or social reputation, liability to customers or parties affected, payment of financial penalties, delays to or suspension of manufacturing operations, and a loss of Honda’s competitiveness.

Recent Incident

On June 8, Honda experienced a cyber-attack, which widely affected personal computers when they accessed Honda’s internal system. As a result, Honda’s business operation suspended temporarily at several locations including Honda’s production bases.

In addition to restoring affected personal computers, Honda is continuing to investigate, including the identity of the attackers and the method by which they accessed Honda’s internal system. As of the date of this report, no damages to customers or other third parties, such as leaks of information, have been confirmed. While Honda has taken countermeasures to minimize the impacts of the attack and prevent similar or additional attacks, because the investigation has not been completed yet, there may be undetected impacts of the attack, and Honda’s countermeasures may not be sufficient to prevent similar or additional attacks.

If any such undetected impact of this attack is revealed or there is a similar or additional attack, Honda’s business and operating results could be adversely affected in terms of damage to its brand image or social reputation, liability to customers or parties affected, payment of financial penalties, delays to or suspension of manufacturing operations, and a loss of Honda’s competitiveness.

Business Alliances and Joint Ventures Risk

Honda engages in business operations through alliances and joint ventures with other companies in expectation of synergy effects and increased efficiency, or to meet the requirements of the countries in which business development is being undertaken.

As Honda advances its mid- and long-term initiatives toward further electrification, more widespread use and evolution of driver-assistive technologies, and further provision of mobility services, the utilization of alliances and other forms of partnership are gaining importance.

If disagreements in business, profit or technology leakage, delays in decision-making or poor operating results at business partners occur among the parties to an alliance or joint venture, or if conditions to an alliance or joint venture is changed or cancelled, it may have an adverse effect on Honda’s business and operating results.

Intellectual Property Risk

Honda owns or otherwise has rights in a number of patents and trademarks relating to the products it manufactures, which have been obtained over a period of years. These patents and trademarks include those that could significantly affect Honda’s mid- and long-term initiatives toward more widespread use and evolution of driver-assistive technologies and further provision of mobility services, among other areas, so countermeasures are gaining importance.

The inability to protect this intellectual property generally, the illegal infringement of some or a large group of Honda’s intellectual property rights, or the suspension of manufacturing and/or sales activities and the payment of large amounts of damages as a result of lawsuits on infringement of patent rights and license fees, could have an adverse effect on Honda’s business and operating results.

Natural Disasters Risk

The suspension and delay in business activities such as production, development, purchasing and sales as a result of damage caused to Honda’s operational sites and employees by earthquakes, floods, windstorms, infections and other natural disasters may adversely affect Honda’s business and operating results.

Financial & Economic Risk

1. Economic Trends and Economic Fluctuations Risks

Honda conducts business operations in the countries throughout the world. Honda has manufacturing operations and sells products in various regions and countries. These business activities may be affected by economic slowdown, currency fluctuation or other factors, which could result in decreased sales due to market contraction, increases in component procurement prices and product sales prices, higher credit risk for Honda’s business, and higher financing interest rates, among others. Accordingly, these changes may have an adverse effect on Honda’s business and operating results.

2. Currency Fluctuations Risk

Honda has manufacturing operations throughout the world, including Japan, and exports products and components to various countries. Honda purchases materials and components and sells its products and components in foreign currencies. Therefore, currency fluctuations could affect Honda’s pricing of materials purchased and products sold. Accordingly, currency fluctuations may have an adverse effect on Honda’s business and operating results.

Relating to Industry Market Risk

Honda conducts its operations in Japan and countries throughout the world, including North America, Europe and Asia. A sustained loss of consumer confidence in these markets, which may be caused by an extended economic slowdown, recession, changes in consumer preferences and needs, rising fuel prices, financial crisis, increases in product prices due to increases in material costs or decreases in supply volume, intensifying competition with other companies or other factors could trigger a decline in demand for Honda’s products that may adversely affect Honda’s business and operating results.

Honda’s Financial services business conducts business under highly competitive conditions in an industry with inherent risks

Honda’s Financial services business offers various financing plans to its customers designed to increase the opportunity for sales of its products. However, customers can also obtain financing for the lease or purchase of Honda’s products through a variety of other sources that compete with our financing services, including commercial banks and finance and leasing companies. The financial services offered by Honda involve credit

risk as well as risks relating to lease residual values, cost of capital and access to funding. Competition for customers and/or these risks may adversely affect Honda’s business and operating results.

Purchasing and Procurement Risk

Honda aims to sustain the procurement of good products at reasonable prices in a timely manner, purchases raw materials and parts from numerous external suppliers, and relies on certain suppliers for some of the raw materials and parts which it uses to manufacture its products. Honda’s ability to continue to obtain these supplies in an efficient and cost-effective manner is subject to a number of factors, some of which are outside of Honda’s control. These factors include the ability of its suppliers to provide a continued source of raw materials and parts and Honda’s ability to compete with other users in obtaining the supplies. In particular, the loss of a key supplier could adversely affect Honda’s business and operating results, including affecting its production.

Legal Risk

Honda could be subject to lawsuits, various investigations and legal proceedings under relevant laws and regulations of various jurisdictions. A negative outcome in any such current or future legal proceedings brought against Honda could adversely affect Honda’s business and operating results.

Honda is subject to risks relating to its obligations to provide post-employment benefits

Honda has various pension plans and provides other post-employment benefits, in which the amount of benefits is basically determined based on the level of salary, service years, and other factors. Contributions are also regularly reviewed and adjusted as necessary to the extent permitted by laws and regulations. Defined benefit obligations and defined benefit costs are based on assumptions of a variety of factors, including the discount rate and the rate of salary increase. Changes in assumptions could affect Honda’s defined benefit costs and obligations, including Honda’s cash requirements to fund such obligations in the future, which could adversely affect Honda’s operating results.

Honda’s success depends in part on the value of its brand image, which could be diminished by product defect

One of the important factors behind corporate sustainability is trust and support for the Honda brand from our customers, society and the communities in which Honda conducts business operations. In order to support this brand image, Honda endeavors to gain the trust of society in all types of corporate activities, including ensuring product quality and compliance with laws and regulations, conducting risk management, and enhancing internal controls related to corporate governance. However, if for some unforeseeable reason the Honda brand image is damaged or Honda is unable to communicate information in a timely manner and deal with such information appropriately, this could adversely affect Honda’s business and operating results.

Risks Relating to Honda’s ADSs

A holder of ADSs will have fewer rights than a shareholder has and such holder will have to act through the depositary to exercise those rights

The rights of shareholders under Japanese law to take various actions, including exercising voting rights inherent in their shares, receiving dividends and distributions, bringing derivative actions, examining a company’s accounting books and records, and exercising appraisal rights, are available only to holders of record. Because the depositary, through its custodian agents, is the record holder of the Shares underlying the ADSs, only the depositary can exercise those rights in connection with the deposited Shares. The depositary will make efforts to exercise votes regarding the Shares underlying the ADSs as instructed by the holders and will pay to the holders the dividends and distributions collected from the Company. However, in the capacity as an ADS holder, such holder will not be able to bring a derivative action, examine our accounting books or records or exercise appraisal rights through the depositary.

Rights of shareholders under Japanese law may be more limited than under the laws of other jurisdictions

The Company’s Articles of Incorporation, Regulations of the Board of Directors, Regulations of the Audit and Supervisory Committee and the Company Law of Japan (the “Company Law”) govern corporate affairs of the Company. Legal principles relating to such matters as the validity of corporate procedures, directors’ and officers’ fiduciary duties, and shareholders’ rights may be different from those that would apply if the Company were a U.S. company. Shareholders’ rights under Japanese law may not be as extensive as shareholders’ rights under the laws of the United States. An ADS holder may have more difficulty in asserting his/her rights as a shareholder than such an ADS holder would as a shareholder of a U.S. corporation. In addition, Japanese courts may not be willing to enforce liabilities against the Company in actions brought in Japan that are based upon the securities laws of the United States or any U.S. state.

Because of daily price range limitations under Japanese stock exchange rules, a holder of ADSs may not be able to sell his/her shares of the Company’s Common Stock at a particular price on any particular trading day, or at all

Stock prices on Japanese stock exchanges are determined on a real-time basis by the equilibrium between bids and offers. These exchanges are order-driven markets without specialists or market makers to guide price formation. To prevent excessive volatility, these exchanges set daily upward and downward price fluctuation limits for each stock, based on the previous day’s closing price. 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 his or her shares at such price on a particular trading day, or at all.

U.S. investors may have difficulty in serving process or enforcing a judgment against the Company, its directors or executive officers

The Company is a limited liability, joint stock corporation incorporated under the laws of Japan. Most of its directors and executive officers reside in Japan. All or substantially all of the Company’s assets and the assets of these persons are located in Japan and elsewhere outside the United States. It may not be possible, therefore, for U.S. investors to effect service of process within the United States upon the Company or these persons or to enforce against the Company or these persons judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States. There is doubt as to the enforceability in Japan, in original actions or in actions for enforcement of judgment of U.S. courts, of liabilities predicated solely upon the federal securities laws of the United States.

The Company’s shareholders of record on a record date may not receive the dividend they anticipate

The customary dividend payout practice and relevant regulatory regime of publicly listed companies in Japan may differ from that followed in foreign markets. The Company’s dividend payout practice is no exception. While the Company may announce forecasts of year-end and quarterly dividends prior to the record date, these forecasts are not legally binding. The actual payment of year-end dividends requires a resolution of the Company’s Board of Directors. If the Board of Directors adopt such a resolution, the year-end dividend payment is made to shareholders as of the applicable record date, which is currently specified as March 31 by the Company’s Articles of Incorporation. However, such a resolution of the Board of Directors is usually made at a meeting of the Board of Directors held in April. The payment of quarterly dividends also requires a resolution of the Company’s Board of Directors. If the board adopts such a resolution, the dividend payment is made to shareholders as of the applicable record dates, which are currently specified as June 30, September 30 and December 31 by the Articles of Incorporation. However, the board usually does not adopt a resolution with respect to a quarterly dividend until after the respective record dates.

Shareholders of record as of an applicable record date may sell shares after the record date in anticipation of receiving a certain dividend payment based on the previously announced forecasts. However, since these forecasts are not legally binding and resolutions to pay dividends are usually not adopted until after the record

date, our shareholders of record on record dates for year-end and quarterly dividends may not receive the dividend they anticipate.

Cautionary Statement with Respect to Forward-Looking Statements in This Annual Report

This Annual Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements included in this Annual Report are based on the current assumptions and beliefs of Honda in light of the information currently available to it, and involve known and unknown risks, uncertainties, and other factors. Such risks, uncertainties and other factors may cause Honda’s actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors are generally set forth in Item 3.D “Risk Factors” and include, without limitation:

•

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 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;

•

the effects of economic stagnation or recession in Honda’s principal markets and of exchange rate and interest rate fluctuations on Honda’s results of operations; and

•

the effects of environmental and other governmental regulations and legal proceedings.

Honda undertakes no obligation and has no intention to publicly update any forward-looking statement after the date of this Annual Report. Investors are advised to consult any further disclosures by Honda in its subsequent filings pursuant to the Securities Exchange Act of 1934.

Item 4. Information on the Company

A. History and Development of the Company

Honda Motor Co., Ltd. is a limited liability, joint stock corporation incorporated on September 24, 1948 under the Commercial Code of Japan as Honda Giken Kogyo Kabushiki Kaisha. It was formed as a successor to the unincorporated enterprise established in 1946 by the late Soichiro Honda to manufacture motors for motorized bicycles.

Since its establishment, Honda has remained on the leading edge by creating new value and providing products of the highest quality at a reasonable price for worldwide customer satisfaction. Honda develops, manufactures and markets motorcycles, automobiles and power products globally.

Honda’s principal executive office is located at 1-1, Minami-Aoyama 2-chome, Minato-ku, Tokyo, 107-8556, Japan. Its telephone number is +81-3-3423-1111. We maintain a website at https://global.honda/investors/ that contains information about our Company.

The United States Securities and Exchange Commission (the “SEC”) maintains a website at https://www.sec.gov/ which contains in electronic form each of the reports and other information that we have filed electronically with the SEC.

Principal Capital Investments

In the fiscal years ended March 31, 2018, 2019 and 2020, Honda’s capital expenditures were ¥2,394.6 billion, ¥2,657.2 billion and ¥2,858.3 billion, respectively, on an accrual basis. Also, capital expenditures excluding those with respect to equipment on operating leases were ¥595.4 billion, ¥618.5 billion and ¥613.4 billion, respectively, on an accrual basis. For further details of Honda’s capital expenditures during fiscal 2020, see Item 4.D “Property, Plants and Equipment” of this Annual Report.

B. Business Overview

General

Honda’s business segments are the Motorcycle business operations, Automobile business operations, Financial services business operations, and Life creation and other businesses operations.

The following tables show the breakdown of Honda’s revenue from external customers by category of business and by geographical markets based on the location of the customer for the fiscal years ended March 31, 2018, 2019 and 2020:


	Fiscal years ended March 31,
	2018		2019		2020
	Yen (billions)
Motorcycle Business	¥	2,038.7	¥	2,100.1	¥	2,059.3
Automobile Business		10,852.1		11,072.1		9,959.0
Financial Services Business		2,123.1		2,365.3		2,586.9
Life Creation and Other Businesses		347.0		350.9		325.6

Total	¥	15,361.1	¥	15,888.6	¥	14,931.0


	Fiscal years ended March 31,
	2018		2019		2020
	Yen (billions)
Japan	¥	1,919.1	¥	2,042.8	¥	1,985.9
North America		8,062.2		8,519.0		8,164.3
Europe		690.8		660.9		568.7
Asia		3,771.6		3,793.7		3,449.8
Other Regions		917.2		872.0		762.0

Total	¥	15,361.1	¥	15,888.6	¥	14,931.0

Motorcycle Business

In 1949, Honda began mass production of motorcycles with the Dream D-Type, followed by other models such as the Benly and the Cub F-Type. By 1957, Honda became the top Japanese manufacturer in terms of motorcycle production volume. Honda expanded its business overseas by establishing American Honda Motor Co., Inc. in the United States in 1959. Honda first started overseas production in Belgium in 1963.

Honda produces a wide range of motorcycles, with engine displacement ranging from the 50cc class to the 1800cc class. Honda’s motorcycle lineup uses internal combustion engine of air- or water-cooled, and in single, two, four or six-cylinder configurations. Honda also has electric vehicles in its lineup. Honda’s motorcycle lineup consists of sports, business and commuter models. Honda also produces a range of off-road vehicles, including all-terrain vehicles (ATVs) and side-by-sides (SxS).

The following table sets out unit sales for Honda’s Motorcycle business, including motorcycles, all-terrain vehicles (ATVs) and side-by-sides (SxS) and revenue from Motorcycle business, and the breakdown by geographical markets based on the location of the customer for the fiscal years ended March 31, 2018, 2019 and 2020:


	Fiscal years ended March 31,
	2018							2019							2020
	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		167		167	¥	70.9			207		207	¥	79.2			205		205	¥	77.2
North America		313		313		190.6			301		301		188.2			330		330		203.8
Europe		234		234		141.4			249		249		159.6			239		239		144.3
Asia		17,720		11,120		1,327.7			18,224		11,201		1,375.2			17,262		10,348		1,338.7
Other Regions		1,120		1,120		307.8			1,257		1,257		297.7			1,304		1,304		295.0

Total		19,554		12,954	¥	2,038.7			20,238		13,215	¥	2,100.1			19,340		12,426	¥	2,059.3

Motorcycle revenue as a percentage of total sales revenue						13	%						13	%						14	%

See Item 4. D. “Property, Plants and Equipment” for information regarding principal manufacturing facilities.

For further information on recent operations and a financial review of the Motorcycle business, see “Operating Results” in “Item 5. Operating and Financial Review and Prospects”.

Automobile Business

Honda started Automobile business operations in 1963 with the T360 mini truck and the S500 small sports car models. Honda subsequently launched a series of mass-production models including the Civic in 1972 and the Accord in 1976, which established a base for its Automobile business. In 1969, production of the mini vehicles N600 and TN600 began in Taiwan using component parts sets. In 1982, Honda became the first Japanese automaker to begin local automobile production in the United States (with the Accord model) and later conducted local development and expanded production activities to include light truck models. In 1986, the Acura Brand was established and an exclusive sales network was launched in the United States.

Honda’s vehicles use gasoline engines of three, four or six-cylinder configurations, diesel engines, gasoline-electric hybrid systems and gasoline-electric plug-in hybrid systems. Honda also offers other alternative fuel-powered vehicles such as battery electric vehicles, fuel cell vehicles, and flexible fuel vehicles.

Honda’s principal automobile products include the following vehicle models: (in alphabetical order)

Passenger cars:

Accord, Brio, City, Civic, Crider, Fit/Jazz

Light trucks:

CR-V, Freed, Odyssey, Pilot, Vezel/HR-V, XR-V

Mini vehicles:

N-BOX

The following table sets out Honda’s unit sales of automobiles and revenue from Automobile business and the breakdown by geographical markets based on the location of the customer for the fiscal years ended March 31, 2018, 2019 and 2020:


	Fiscal years ended March 31,
	2018							2019							2020
	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		696		627	¥	1,521.8			719		643	¥	1,590.2			672		589	¥	1,473.7
North America		1,902		1,902		5,910.0			1,954		1,954		6,165.5			1,825		1,825		5,650.6
Europe		183		183		473.4			169		169		427.3			133		133		359.2
Asia		2,166		725		2,389.0			2,233		734		2,360.6			1,952		563		2,049.4
Other Regions		252		252		557.7			248		248		528.3			208		208		425.9

Total		5,199		3,689	¥	10,852.1			5,323		3,748	¥	11,072.1			4,790		3,318	¥	9,959.0

Automobile revenue as a percentage of total sales revenue						71	%						70	%						67	%

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 by our Japanese finance subsidiaries and sold through our consolidated subsidiaries are accounted for as operating leases in conformity with 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.

See Item 4. D. “Property, Plants and Equipment” for information regarding principal manufacturing facilities.

For further information on recent operations and a financial review of the Automobile business, see “Operating Results” in “Item 5. Operating and Financial Review and Prospects”.

Financial Services Business

We offer a variety of financial services to our customers and dealers through finance subsidiaries in countries including Japan, the United States, Canada, the United Kingdom, Germany, Brazil and Thailand, with the aim of providing sales support for our products. The services of these subsidiaries include retail lending, leasing to customers and other financial services, such as wholesale financing to dealers.

The following table sets out Honda’s revenue from Financial services business and the breakdown by geographical markets based on the location of the customer for the fiscal years ended March 31, 2018, 2019 and 2020:


	Fiscal years ended March 31,
	2018			2019			2020
	Yen (billions)
Japan	¥	248.5		¥	285.8		¥	358.8
North America		1,822.8			2,029.9			2,176.6
Europe		12.5			12.9			11.8
Asia		10.4			11.4			14.7
Other Regions		28.8			25.2			24.8

Total	¥	2,123.1		¥	2,365.3		¥	2,586.9

Financial Services revenue as a percentage of total sales revenue		14	%		15	%		17	%

For further information on recent operations and a financial review of the Financial services business, see “Operating Results” in “Item 5. Operating and Financial Review and Prospects”.

Life Creation and Other Businesses

Honda’s Power product business began in 1953 with the introduction of the model H, its first general purpose engine. Since then, Honda has manufactured a variety of power products including general purpose engines, generators, water pumps, lawn mowers, riding mowers, robotic mowers, brush cutters, tillers, snow blowers, outboard marine engines, walking assist devices and portable battery inverter power sources. In 2019, Honda had renamed Power product business to Life creation business. This renaming represents Honda’s intention to evolve Power product business as a function to create new value for “mobility” and “daily lives”, which includes existing power products business as well as new businesses for the future, including energy business. Energy business consists of portable and swappable battery rechargeable with renewable energy and energy management service for EV owners to charge their car with the renewables.

In Other businesses, Honda began deliveries of the HondaJet aircraft in December 2015.

The following table sets out Honda’s revenue from Life creation and other businesses and the breakdown by geographical markets based on the location of the customer for the fiscal years ended March 31, 2018, 2019 and 2020:


	Fiscal years ended March 31,
	2018					2019					2020
	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		300	¥	77.7			336	¥	87.5			312	¥	76.1
North America		3,012		138.7			3,049		135.3			2,848		133.1
Europe		1,022		63.4			984		60.9			845		53.2
Asia		1,512		44.3			1,559		46.4			1,375		46.8
Other Regions		416		22.7			373		20.7			321		16.2

Total		6,262	¥	347.0			6,301	¥	350.9			5,701	¥	325.6

Life Creation and Other businesses revenue as a percentage of total sales revenue				2	%				2	%				2	%

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 Life creation 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.

For further information on recent operations and a financial review of the Life creation and other businesses, see “Operating Results” in “Item 5. Operating and Financial Review and Prospects”.

Marketing and Distribution

Most of Honda’s products are distributed under the Honda trademarks in Japan and/or in overseas markets.

In fiscal 2020, approximately 89% of Honda’s motorcycle units on a group basis were sold in Asia. Approximately 41% of Honda’s automobile units (including sales under the Acura Brand) on a group basis were sold in Asia followed by 38% in North America and 14% in Japan. Approximately 50% of Honda’s power products units on a group basis were sold in North America followed by 24% in Asia and 15% in Europe.

Sales and Service

In Japan, Honda produces and sells motorcycles, automobiles, and power products through its domestic sales subsidiaries and independent retail dealers. In overseas markets, Honda also provides motorcycles, automobiles, and power products through its principal foreign sales subsidiaries, which distribute Honda’s products to local wholesalers and retail dealers.

In fiscal 2020, approximately 97% of Honda’s overseas sales were made through its principal foreign sales subsidiaries, which distribute Honda’s products to local wholesalers and retail dealers.

Honda sells spare parts and provides after-sales services through retail dealers directly or via its overseas operations, independent distributors and licensees.

Components and Parts, Raw Materials and Sources of Supply

Honda manufactures the major components and parts used in its products, including engines, frames and transmissions. Other components and parts, such as shock absorbers, electrical equipment and tires, are purchased from numerous suppliers. The principal raw materials used by Honda are steel plate, aluminum, special steels, steel tubes, paints, plastics and zinc, which are purchased from several suppliers. The most important raw material purchased is steel plate, accounting for approximately 38% of Honda’s total purchases of raw materials.

No single supplier accounted for more than 5% of the Company’s purchases of major components and parts and principal raw materials during the fiscal year ended March 31, 2020.

Ordinarily, Honda does not have and does not anticipate having any difficulty in obtaining its required materials from suppliers and considers its contracts and business relations with the suppliers to be satisfactory. The Company does not believe any of its Japanese domestic suppliers are substantially more dependent on foreign suppliers than Japanese suppliers generally. However, it should be noted that Japanese industry in general is heavily dependent on foreign suppliers for substantially all of its raw materials.

Seasonality

Honda’s motorcycles and power products have historically experienced some seasonality. However, this seasonality has not generally been material to our financial results.

Environmental and Safety Regulation

Honda is subject to various government regulations, including environmental and safety regulations for automobiles, motorcycles and power products. Such regulations relate to items such as emissions, fuel economy, recycling and safety and have had, and are expected to continue to have, material effects on Honda’s business. Honda has incurred significant compliance and other costs in connection with such regulations and will incur future compliance and other costs for new and upcoming regulations. Relevant environmental and safety regulations are described below.

Outline of Environmental and Safety Regulation for Automobiles

1. Emissions

Japan

In 2010, the Central Environmental Council in the Ministry of Environment reviewed the JC08 mode for emission testing and began to consider the introduction of the Worldwide harmonized Light vehicle Test Procedure (WLTP). In 2015, the Central Environmental Council in the Ministry of Environment decided to introduce WLTP. From October 2018, emission test based on WLTP has been obligatory instead of JC08 mode.

In December 2017, the Central Environmental Council in the Ministry of Environment started to consider introduction of regulations of particle number (PN) from diesel/gasoline direct injection engine vehicles.

In March 2018, the Ministry of Land, Infrastructure, Transport and Tourism (MLIT) introduced the Real Driving Emissions (RDE) examination for diesel vehicles. It will be applicable to new models of vehicles beginning in October 2022 and to existing models of vehicles beginning in October 2024.

In February 2019, the MLIT adopted the Global Technical Regulation No.19 (Evaporative emission test procedure for WLTP) for domestic regulation.

The United States

Increasingly stringent emission regulations under the Clean Air Act have been enacted since the 1990s by the U.S. federal government.

Under the Clean Air Act, the State of California is permitted to establish its own emission control standards to the extent they are more stringent than federal standards. Pursuant to this authority, the California Air Resources Board (CARB) adopted the California Low Emission Vehicle Program in 1990, aiming to establish the strictest emission regulations in the world.

In August 2012, the CARB issued the Advanced Clean Car package of regulations, which included amendments to the California Low Emission Vehicle Program III (LEV III) and Zero Emission Vehicle (ZEV) regulations. The LEV III regulation, which applies to 2015 and subsequent model years, tightened limits on emissions and evaporative emissions. The ZEV regulation was revised so that requirements could be satisfied by TZEV (Transitional ZEV) and ZEV alone for 2018 and subsequent model years. Also, for 2018 and subsequent model years, the credit value eligible for each ZEV category was decreased drastically, which consequently increases the required sales volume dramatically. The BEVx category, which includes battery electric vehicles with auxiliary power units, was also added as a ZEV category. Currently, many states have adopted California LEV III and ZEV regulations.

In March 2014, the Environmental Protection Agency (EPA) finalized Tier 3 regulation, the federal emission and fuel standards. Tier 3 requires gasoline fuels at a pump to have an average sulfur content of 10 parts-per-million, which is already implemented in Europe and Japan. It also sets exhaust and evaporative emission standards equivalent to California LEV III. In other words, it enables auto manufacturers to sell some of the same vehicles they sell in California in states that have not adopted LEV III.

In October 2015, the CARB issued the Final Statement Of Reasons for rulemaking (FSOR), to amend the current LEV III regulation in order to align its standards further with the finalized federal Tier 3 regulation.

Canada

On July 16, 2015, the Environment Canada (current Environment and Climate Change Canada) issued the final regulation of amendment to emission regulation whose requirements refer to Tier 3 regulations in the United States.

Europe

In 2005, the European Union created new emission standards (the Euro 5 and Euro 6 regulations) and comprehensive requirements for gasoline vehicles and diesel vehicles.

The Euro 5 regulation required limits on particle number emissions from diesel vehicles, and implemented new test measurements for PM mass emissions from gasoline vehicles with direct injection engines and diesel vehicles in and after September 2011.

The Euro 6 regulation was implemented in September 2014. Emission limits for diesel vehicles were lowered even more than the Euro 5 levels for NOx and THC plus NOx. Additionally, Euro 6 requires limits on particle numbers from gasoline vehicles with direct injection engines.

The required ethanol density of test fuel was also increased, starting from September 2016.

The testing cycle to measure emissions has gradually been transitioning from New European Driving Cycle (NEDC) to Worldwide harmonized Light duty driving Test Cycle (WLTC) beginning from September 2017.

The European Commission implemented regulations regarding the Real Driving Emissions (RDE) using Portable Emissions Measurement System (PEMS). The monitoring phase started from April 2016 and RDE testing with emission limits started from September 2017 for NO_X and PN (particulate number).

The new Evaporative Emissions Test started from September 2019. The testing cycle was updated from NEDC to WLTP in conformity with the United Nations Economic Commission for Europe (UNECE) GTR No. 19.

China

China adopted Step 5 emission regulation for light-duty vehicles in 2017. This regulation is similar to European regulations (such as Euro 5 regulation). In addition, China has promulgated rules to implement Step 6 emission regulations in July 2020, based on Euro 6 regulation. Step 6a regulations will be implemented in July 2020 and Step 6b regulations will be implemented in July 2023. From July 2019, some regional environmental protection departments have already introduced Step 6 regulations in advance of national schedule.

In order to reduce dependence on foreign sources of crude oil and reduce air pollution, which are viewed as serious problems, the Chinese government has implemented various infrastructure projects and subsidy policies

and has been preparing the relevant national standards and a certification system in order to encourage broad use of new energy vehicles such as electric vehicles, plug-in hybrid electric vehicles, and fuel-cell electric vehicles.

India

India implemented Bharat Stage VI (BS VI) regulations from April 2020, skipping the implementation of BS V regulations. The BS VI regulations feature two phases. The second phase is expected to apply from April 2023 with more stringent particle number and on-board diagnostic requirements and compliance for RDE.

Thailand

Thailand is scheduled to implement Euro 5 regulation by 2022 and Euro 6 regulation by 2023.

Malaysia

Malaysia is scheduled to implement Euro 4 regulation from July 2020 for new vehicles and January 2022 for all gasoline vehicles.

Indonesia

Indonesia introduced Euro 4 regulation from April 2017 for new models of vehicles and October 2018 for existing models of vehicles.

Other Regions

Brazil is scheduled to implement PROCONVE L7 from 2022 and L8 from 2025. This regulation is a unique Brazilian regulation based on U.S. regulations, which is much stricter than current regulations. Brazilian authorities and manufacturers are currently discussing the test methods and the OBD requirements.

2. Fuel Economy / CO₂

Japan

In June 2010, MLIT and the Ministry of Economy, Trade and Industry (METI) jointly established a committee and commenced a study to formulate new fuel economy standards for passenger motor vehicles for 2020. The new standards were announced in March 2013. The next term fuel economy standards improve the 2015 standards by 19.6% and adopt the Corporate Average Fuel Economy (CAFE) calculation method.

Fuel specifications for E10 fuel, which is gasoline blended with 10% ethanol, were revised and included in the April 2012 announcement setting forth the details of safety standards under the Road Transport Vehicle Law. Ethanol blended fuel is a “biomass fuel”. Biomass fuel is regarded as an effective countermeasure for CO₂ reduction. CO₂ emissions after burning ethanol fuel produced with biomass resources (such as plants or wood) are not counted as CO₂ emissions under the Kyoto Protocol.

In 2015, MLIT and METI examined the new fuel economy standards for small commercial vehicles.

In autumn 2016, WLTC mode was introduced into fuel economy standards, in addition to JC08 mode.

In March 2018, MLIT and METI jointly established a committee and commenced a study to formulate new fuel economy standards for passenger motor vehicles for 2030. The new standards, announced in January 2020, require an improvement in fuel efficiency of 32.4% over the 2016 standards and adopted the Corporate Average Fuel Economy (CAFE) calculation method.

The United States

On May 21, 2010, then-President Obama ordered the National Highway Traffic Safety Administration (NHTSA) and the EPA to extend the National Program for cars and light-duty trucks to the 2017 model year and beyond with the support of the CARB. On October 1, 2010, the NHTSA, the EPA, and the CARB gave the notice of their intent to conduct joint rulemaking to establish 2017 and later model year fuel economy and greenhouse gas standards. The NHTSA and EPA issued a regulation in August 2012 regarding greenhouse gas / CAFE regulations from the 2017 through 2025 model years. The standard for the 2025 model year is 163 g-CO₂/mile or a 54.5 mpg industry average. The CARB also issued a regulation that was nearly equivalent to the EPA’s greenhouse gas regulations in August 2012. In December 2012, the CARB amended its greenhouse gas regulation so that a manufacturer is also deemed to comply with the CARB greenhouse gas regulations if it complies with EPA-GHG from the 2017 through 2025 model years.

When greenhouse gas / CAFE regulation was legislated in 2012, the EPA and the NHTSA announced that they, in coordination with the CARB, would perform a mid-term evaluation re-examining the appropriateness of limit values for 2022-2025 model years by April 2018. Accordingly, the EPA, the NHTSA and the CARB jointly issued a joint technical assessment report in July 2016 (a technical report, and not a decision document). The CARB decided in March 2017, before the new EPA decision planned for April 2018 was announced, not to change the greenhouse gas regulations applicable for the 2022-2025 model years.

On March 2017, President Trump issued executive order “Promoting Energy Independence and Economic Growth” which includes rescinding the “Climate Action Plan” announced by former president Obama. Therefore, U.S. environmental regulation may be drastically reconsidered in the future.

On April 2, 2018, the EPA announced that the GHG requirement for 2022-2025 model years needs reconsideration.

On September 27, 2019, the EPA and the NHTSA jointly issued Part 1 of the “Safer Affordable Fuel-Efficient (SAFE) Vehicles Rule Part 1: One National Program” replacing the current GHG / CAFE regulations.

The SAFE Vehicles Rule Part 1 clarified that federal law supersedes state law and withdrew a preemption waiver (Federal Priority) previously granted to allow the state of California to set its own GHG emission standards different from the federal standards set by EPA.

In March 2020, the EPA and the NHTSA jointly published the SAFE Vehicles Rule Part 2. Under the new SAFE rule, both GHG and CAFE requirements will increase in stringency by 1.5% per year during 2021-2026 model years. The CO₂ standard for the 2026 model year is industry average of 199 g-CO₂/mile.

Canada

The government of Quebec in Canada finalized the standard to mandate each automaker to sell a certain minimum number of ZEVs starting from the 2018 model year.

In May 2019, the government of British Columbia also adopted a bill to mandate ZEV sales from 2025.

In June 2019, the Environment and Climate Change Canada signed an agreement with the California Air Resources Board in the United States to promote cooperation in reducing GHG emissions.

Europe

In 2014, a new regulation was issued, requiring EU fleet-wide target of 95 g CO₂/km for 2020 based on NEDC testing procedure.

The current European type-approval procedure for fuel consumption and CO₂ emissions of cars based on NEDC has been gradually replaced with WLTP beginning from September 2017. During the transitional years, WLTP-measured CO₂ values are calculated to NEDC CO₂ values to check compliance to the NEDC based CO₂ target. A new WLTP based target for each manufacturer will be set from 2021.

On November 8, 2017, the European Commission proposed a new CO₂ standard beyond 2025. The European Parliament and Council reached a provisional inter institutional agreement on the European Commission proposal during the fifth trilogue meeting on December 17, 2018.

The agreed target beyond 2025 is negative 15%. The agreed target beyond 2030 is negative 37.5% for new passenger cars and negative 31% for light commercial vehicles, respectively, compared to the 2021 average of all manufacturers’ EU fleet-wide target.

The agreement also provide that, for zero- and low-emission vehicles, a benchmark equal to 15% share of the respective fleets of newly registered passenger cars and light commercial vehicles shall apply from January 1, 2025, and a benchmark equal to 35% share of the fleet of newly registered passenger cars and a benchmark equal to 30% share of the fleet of newly registered light commercial vehicles shall apply from January 1, 2030.

China

China adopted a fuel consumption regulation for passenger vehicles in 2004. Step 1 of this regulation was implemented in 2005, Step 2 of this regulation was implemented in 2008 and Step 3 of this regulation was implemented in 2012. In addition, China implemented Step 4 of this regulation in 2016. Based on the latest draft of the regulation, Step 5 will be implemented in 2021.

India

India has promulgated rules to introduce fuel economy / CO₂ regulations in 2017 and 2022 in a phased manner.

Other Regions

Brazil is scheduled to implement new fuel economy / CO₂ regulations from 2022.

3. Recycling / End-of-Life Vehicles (ELV) / Chemicals and hazardous substances

Japan

Japan enacted the Automobile Recycling Law in July 2002, which required manufacturers to take back air bags, fluorocarbon and shredder residue derived from end-of-life vehicles (ELV), which became effective on January 1, 2005. ELV processing costs are collected from owners of cars currently in use and purchasers of new cars.

Europe

On December 30, 2006, the European Union adopted the Regulation concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH), which became effective on June 1, 2007. From June 1, 2008, any manufacturer or importer of chemical substances is required to submit a registration to the European Chemicals Agency, based on annual production or import quantity levels. Submitting a pre-registration between June 1 and December 1, 2008 will allow the manufacturer or importer to extend the deadline for submitting the registration for existing chemical substances. The list of Substances of Very High Concern (SVHC) is amended periodically to include new substances. Upon a request by a consumer, a supplier of a product containing SVHC must provide the consumer with sufficient information, including at least the name of the substance, within 45 days.

On February 18, 2011, the first set of substances which require authorization for use after specified dates were announced. Manufacturers using these substances in Europe must either be authorized for use after submitting an application or use substitute substances. Substances which require authorization will be added periodically.

China

On June 23, 2017, China implemented automobile recycling laws partially following the regulations established by the European Union.

India

India has a plan to implement automobile recycling laws in the near future.

4. Safety

Japan

Japan Automobile Standards Internationalization Center (JASIC), which is organized by the MLIT and Japan Automobile Manufacturers Association (JAMA), among others, has started to review a proposal for the unification of Safety/Environment Standards, vehicle categories and certification in order to promote further internationalization of standards and certifications. JASIC made the proposal to other contracting parties of the 58 / 98 Agreement in 2009 and reached an agreement among the contracting parties by 2017.

In October 2016, the MLIT adopted UN R138, which regulates the reduced audibility of “quiet road transport vehicles”, including electric vehicles.

In February 2017, the MLIT adopted UN R139, which regulates Brake Assist Systems.

In February 2017, the MLIT adopted UN R140, which regulates Electronic Stability Control (ESC) Systems.

In February 2017, the MLIT adopted UN R141, which regulates Tyre Pressure Monitoring Systems (TPMS).

In February 2017, the MLIT adopted UN R142, which regulates Tyres installation.

To achieve the highest level of traffic safety in Japan, MLIT developed a strategy to introduce fully automated driving in the latter half of the 2020s. To develop harmonized regulations for automated driving, MLIT is joining ITS / AD Informal Working Group under WP29 of the United Nations. MLIT is co-chairman of Informal Working Group together with the United Kingdom.

In 2019, the Cabinet decided on a bill to develop a system to secure the safety of automated driving.

MLIT is considering introducing a regulation regarding “Accident Emergency Call Systems (AECS)”.

In 2019, the MLIT adopted UN R152, which regulates “Advanced Emergency Braking System (AEBS)”.

The United States

In January 2011, the NHTSA issued a final rule to prevent the ejection of occupants in rollover accidents. The rule requires “ejection mitigation countermeasure” (e.g. advanced glazing or head protection side airbag) equipment which meets with performance requirements. Manufacturers have had to comply with the new

requirements for 25% of all vehicles produced by 2013, 50% by 2014 and 75% by 2015. Further, 100% had to comply (with carryover credit) by 2016, and all vehicles by 2017.

In March 2014, the NHTSA issued a final rule for FMVSS No. 111, which requires that rear visibility technology be installed in all new vehicles weighing under 10,000 pounds. The purpose is to reduce death and injury resulting from incidents when the driver is backing up. Manufacturers had to comply with the new requirements for 10% of all vehicles produced from May 2016 to April 2017. From May 2017 to April 2018, 40% must comply and all vehicles by May 2018.

In September 2016, the NHTSA issued the Federal Automated Vehicles Policy for safety testing and deployment of automated vehicles. This policy comprises four sections: vehicle performance guidance for automated vehicles, model state policy, current regulatory tools, and modern regulatory tools. The vehicle performance guidance section outlines a 15 point “safety assessment” for the safe design, development, testing and deployment of automated vehicles.

In December 2016, the NHTSA issued a final rule to newly establish FMVSS141, a standard for minimum sound requirements for hybrid and electric vehicles. The purpose of FMVSS141 is to reduce the number of injuries that result from electric and hybrid vehicle crashes with pedestrians by providing a sound level and sound characteristics necessary for these vehicles to be detected and recognized by pedestrians. Manufacturers must comply with the new requirements for 50% of all hybrid and electric vehicles produced from September 2018, and all hybrid and electric vehicles in or after September 2019.

In January 2017, the NHTSA issued a proposed regulation to establish a new FMVSS150 (vehicle-to-vehicle (V2V) communications) standard. FMVSS150 specifies performance requirements for V2V communications capability and the mandatory equipment requirements of V2V function. FMVSS150 applies to new passenger cars, multi-purpose vehicles, trucks, and buses with a gross vehicle weight rating of 10,000 pounds (4,536 kg) or less. FMVSS150 has a provision for a scheduled phase-in.

In September 2017, the NHTSA issued a voluntary guidance “A Vision for Safety” to update the Federal Automated Vehicle Policy issued in 2016. Manufacturers may demonstrate how they address the safety elements contained in this guidance by publishing a Voluntary Safety Assessment for automated driving system (SAE Level 3 through 5).

In September 2017, the NHTSA issued a final rule for FMVSS No. 305, electrolyte spillage and electrical shock protection. This update adopts various electrical safety requirements found in Global Technical Regulation (GTR) No.13, “Hydrogen and fuel cell vehicles” and other sources.

In February 2018, the NHTSA issued a final rule for FMVSS141, a standard for minimum sound requirement for hybrid and electric vehicle. The purpose of this amendment is to clarify the details of technical requirement and reschedule phase-in schedule (1 year delay).

In February 2020, the NHTSA issued a proposed rule for FMVSS 200 series to establish a new “Occupant Protection for Automated Driving Systems”. This proposed rule seeks to adopt safety requirements for vehicles with Automated Driving Systems (ADS) that lack traditional manual controls by revising the requirements and test procedures to account for the removal of manually operated driving controls.

Europe

Legislation regarding a new system called “eCall” was finalized in 2017. The EU eCall for new vehicle types became effective on March 31, 2018.

In August 2018, the EU commission issued a regulation to significantly revise the legal framework for the EU type-approval. This regulation introduces a market surveillance system for managing the conformity of motor

vehicles available on the market and adds a requirement of an expiration date for vehicle type approval. This EU type-approval will be entered into force on September 1, 2020.

In March 2019, the Committee of the Permanent Representatives of the Governments of the Member States to the European Union approved amendments to the “General safety regulation”. Road traffic safety in the EU has improved during the last decade, but recently the decrease in the number of road fatalities has stagnated.

To address this issue, the revised General Safety Regulations came into force in January 2020 and will be applied to vehicles from July 2022, which is 30 months after the enforcement. The revised General Safety Regulations include mandatory equipment such as driver assistance systems like ADAS.

In January 10, 2019, the EU Commission issued a regulation complementing Union type-approval legislation with regard to the withdrawal of the United Kingdom from the EU (i.e. Brexit).

China

Vehicle safety regulations in China were drafted with reference to the UNECE standards and cover almost the same matters as the UNECE standards. However, these regulations also include unique provisions which take into account the distinctive characteristics of the Chinese market environment and the rules differ from the latest UNECE standards. Future safety regulations are described as follows:

Newly published GB standards (Chinese national standards issued by the Standardization Administration of China) in 2019 include:

Electromagnetic compatibility requirements and test methods of drive motor system for electric vehicles;

Acoustic vehicle alerting system of electric vehicles running at low speed; and

Technical Specifications of High Duty Cables and Connectors for Electric Vehicles.

Amendment to Photometric characteristics of daytime running lamps for power driven vehicles.

Newly established GB standards (not yet published) include:

Amendment to DC/DC Converter for Electric Vehicles;

Amendment to Fuel cell electric vehicles – Safety requirements;

Establishment of Electric vehicles safety requirements;

Establishment of Requirement of Event Data Recorder (EDR);

Establishment of Technical requirements and testing methods for lane keeping assistance system (LKA);

Establishment of Performance requirements and test method of intelligent assisted parking system;

Establishment of Technical requirements and testing methods for blind spot detection system (BSD);

Establishment of Electric vehicles traction battery safety requirements;

Establishment of Technical requirements and testing methods for Automatic Emergency Call Systems (AECS); and

Establishment of Technical requirements for cyber security.

India

In India, the government had amended AIS-145, a new standard for additional safety features, which became mandatory from July 2019. Specific safety features pursuant to this standard include a speed alert system, driver seat belt reminder, manual override for the central locking system, driver air bags and vehicle reverse parking alerts.

United Nations

Following a long discussion, Revision 3 of the 1958 Agreement was adopted at the 169th WP29 and the official document (UN Agreement) was published in October 2017. This Revision 3 was entered into force on September 14, 2017. The 1958 Agreement, an intergovernmental agreement of United Nations Economic Commission for Europe (UN/ECE) signed in 1958, aims at establishing a unified standard for the structure, safety and environment performance of wheeled vehicles, equipment and parts and promoting reciprocal recognition of approvals for such wheeled vehicles, equipment and parts. The major changes of Revision 3 are:

Introduction of the International Whole Vehicle Type Approval (IWVTA) (The current agreement covers only components and systems),

Issuance of UN Regulation (UN R)’s certificate of former series (Acceptance is optional in each country),

Review of the majoritarian provisions (Ratio of the adoption is changed from two-thirds and more to four-fifths and more).

IWVTA is a system that develops mutual recognition of automobile certification from “unit of equipment” to “vehicle unit”. This system was introduced via Japan’s proposal, and Japan has served as the chairman and led the discussion since then. This system was adopted at the 173rd WP29, as UN R No.0 and entered into force on July 19, 2018.

Outline of Environmental and Safety Regulation for Motorcycles

1. Emissions

Japan

Japan published the next phase (Euro 5) level emission regulation to be implemented from December 2020.

The United States

The state of California started to consider introducing the Euro 5 level emission regulation.

Europe

Euro 5 requirements other than catalyst monitoring of OBD (Onboard Diagnostics Regulation) started to apply to new vehicle models from January 2020 and will apply to all vehicles registered from January 2021. Catalyst monitoring will apply to new vehicle models from January 2024 and will apply to all vehicles registered from January 2025.

India

Ministry of Road Transport & Highways, the Government of India implemented an emission regulation called BS IV, which applied to new motorcycles from April 2016 and to all motorcycles registered from April 2017. India also published a BS VI regulation (Euro 5 level exhaust emission regulation), which started to apply from April 2020, except OBD stage 2, which will apply from 2023.

China

China started to consider introducing the Euro 5 level emission regulation.

Other Asian Countries

Indonesia, Vietnam and Thailand have implemented emissions regulations based on European regulations.

Other Regions

Brazil published a new emission regulation called PROMOT 5 (Euro 5 level exhaust emission regulation), which will apply to new motorcycles from January 2023 and to all motorcycles registered from January 2025. The OBD stage 2 requirement will apply to new models of motorcycles from January 2025 and will apply to all motorcycles registered from January 2027.

2. Recycling / Chemicals and hazardous substances

Europe

The same REACH compliance required for motor vehicles is required for motorcycles.

India

India has announced a plan to implement motorcycle recycling laws in the near future.

Vietnam

Vietnam implemented motorcycle recycling laws on January 1, 2018.

3. Safety

Japan

Japan has introduced safety regulations based on UNECE regulations as described below.

Japan issued new standards for advanced brake system (ABS: Anti-lock Brake System/ CBS: Combined Brake System) which applied to new type motorcycles from October 2018, and will apply to all motorcycles from October 2021.

Japan adopted electric safety requirements for battery motorcycles (UN R136), and the requirements applied to new type motorcycles from January 2018, and applied to all motorcycles from January 2020.

Japan newly adopted “Hydrogen and Fuel Cell Vehicles of category L” (UN R146), which became applicable to all motorcycles from January 2, 2019.

Japan plans to adopt the Installation of lighting and light-signaling devices (UN R53), which will be applied to new motorcycle models from 2023.

The United States

There is no new regulation information for motorcycle safety.

Europe

On January 10, 2019, the EU Commission issued a regulation complementing Union type-approval legislation with regard to Brexit.

India

In India, the Auto Headlight On (AHO) function, which automatically turns on the head lamps when the engine is running, shall be installed on all two-wheelers manufactured on and after April 1, 2017 and also on new

vehicle models manufactured on and after April 1, 2018. All vehicles manufactured on and after April 1, 2019 shall be equipped with an advanced brake system. Two-wheeled vehicles with engine capacity of not more than 125cc, continuous rated or net power not more than 11kW and power/weight ratio not more than 0.1 kW/kg shall be equipped with ABS or CBS. All other categories of two-wheeled vehicles shall be equipped with ABS. Furthermore, the Automotive Industry Standard Committee (AISC) published AIS 146, 147 and 148. These are the standards for stand, external projection and footrest strength. These standards became closer to those required by the European regulations.

In addition, AIS-156 for electric safety requirements for electric motorcycles are currently being prepared based on UNR136.

China

China introduced a requirement for an advanced braking system, which shall be installed on new vehicle models manufactured on and after July 1, 2019, and also on all motorcycles manufactured on and after July 1, 2020. Motorcycles with engine capacity of more than 150cc and not exceeding 250cc shall be equipped with ABS or CBS. Motorcycles with engine capacity of more than 250cc shall be equipped with ABS.

The noise regulations will be revised in 2020.

Other Asian Countries

Indonesia, Vietnam and Thailand have been introducing various regulations regarding lighting and braking based on UN Regulations.

Other Regions

The Brazil transport authority (CONTRAN) issued a standard concerning motorcycle braking based on the UNECE Brake regulation (R78.03) as well as a new regulation mandating ABS/CBS installation. The Brazilian standardization authority (INMETRO) currently mandates parts certification for tires and batteries, but added drive/driven sprocket, drive chain and muffler to the scope of application from March 24, 2019 at customs clearance. Brazilian government issued lighting regulation based on previous UNECE regulations; these regulations were implemented from January 1, 2019. On January 31, 2020, CONTRAN implemented new requirements for license plates based on the Mercosur standards. In addition, the requirements for holes for sealing of license plates have been repealed, since QR codes are printed on the plates instead.

Outline of Environmental and Safety Regulation for Power Products

1. Emissions

The United States

In November 2015, CARB presented a policy to develop a regulation to replace 25% of spark-ignition engine products circulating in the market with zero-emission products by 2030. Currently, rulemaking activities regarding research are led by CARB.

In April 2016, CARB has published an evaporative emission regulation applicable to outboard engines implementing from the 2018 model year and later.

In November 2017, CARB has published a final regulation to amend California’s evaporative emission regulation for small off-road spark-ignition equipment.

Europe

The European Committee has finalized strengthened exhaust emission regulation for non-road small spark-ignition engines (commonly known as Stage 5 regulation). Its limit values of exhaust emission follow the U.S. EPA phase 3 and the effective date is January 2018 for new certifications and January 1, 2019 for the engines newly placed in the market.

India

The Ministry of Environment is studying the next stage of exhaust emission regulations.

China

An exhaust emission standard was introduced in China on March 1, 2011. Its requirements are based on the European exhaust emission regulations and are applicable to small spark-ignition engines for non-road mobile machinery with 19 kW or less. The phase 2 regulation with durability requirement started from January 1, 2014. The phase 3 regulation is under development.

In 2019, Chinese authorities strengthened monitoring of emissions in the market, and emission control regulations were enacted in each province and city.

Thailand

In 2019, the Thai Ministry of Industry issued a draft standard for environmental performance of small air-cooled gasoline engines.

2. Recycling / Chemicals and hazardous substances

Europe

The same REACH compliance required for motor vehicles is required for power products. In June 2011, the European Union Directive on the restriction of the use of certain hazardous substances in electrical and electronic equipment (RoHS) had been wholly revised and most power products were within its scope after 2019.

China

On July 1, 2016, a regulation similar to European RoHS has entered into force. The first list of target products was published on March 12, 2018.

3. Safety

Japan

The METI amended the technical requirements of the Electrical Appliances and Materials Safety Act and added requirements regarding the retention force of receptacle outlets and the flame resistance of circuit boards. These amended and additional requirements have been implemented from July 2016.

The voluntary safety scheme for snow blowers newly included a requirement on dozers, which was implemented in April 2015.

Agricultural Technology Innovation Engineering Research Center of National Agriculture and Food Research Organization has decided to conduct safety inspection of agricultural machinery that has replaced agricultural machinery safety appraisal from July 31, 2018.

In 2020, the METI began considering introduction of a warning label regarding safety of snow blowers.

The United States

In November 2016, the U.S. Consumer Product Safety Commission promulgated a notice of proposed rule-making in the Federal Register, which proposes to restrict the carbon monoxide emission from portable generator rated 19kW and below. This regulation was proposed to address the carbon monoxide poisoning injuries occurring from portable generators.

In April 2018, an American National Standard Institute (ANSI) Standard for portable generators were amended.

Europe

The Low Voltage Directive (LVD) and the Electromagnetic Compatibility Directive (EMCD) have been amended and they became applicable from April 2016. Recreational Craft Directive (RCD) Stage 2 also became effective. The Gas Appliance Regulation has been published and accordingly, the Gas Appliance Directive expired in April 2018.

On January 10, 2018, the European Commission issued a notice with regard to Brexit and EU rules in the field of industrial products.

In the United Kingdom, on September 13, 2018, the Department for Business, Energy and Industrial Strategy (BEIS) issued a guidance in the form of a technical notice to explain the future arrangement on the regulations for most products subject to the new EU rules.

The EU Commission plans to enhance existing noise regulation applicable to equipment intended to be used outdoors. This is a comprehensive rulemaking including expansion of the scope of regulation, enhanced noise limits, change to the conformity assessment system, among other things.

In 2019, the EU Commission began discussions for a revision of the Machinery Directive.

China

The General Administration of Quality Supervision, Inspection and Quarantine (AQSIQ) has issued final regulations for spark-ignition engines which include a wide variety of requirements such as machinery safety, thermal protection, electrical safety, and others. It became effective in 2015.

In 2019, a recommended standard for lawn mower safety requirements was issued by the State Administration for Market Regulation (SAMR).

Preparing for the Future

Management Challenges

The business environment surrounding Honda has come to a major turning point. Values are diversifying, the population is aging, urbanization is accelerating, climate change is worsening, and the industrial structure is changing due to progress in technologies such as the use of electric-powered motors, autonomous driving and IoT, all on a global basis. It is vital to ensure “strong products, strong Mono-zukuri (the art of making things) and strong businesses” which are essential for future growth.

Looking at the market environment of Motorcycle business operations, competition with not only existing manufacturers but also emerging manufacturers is intensifying. The operating environment continues to change more rapidly than ever as seen by the need to make efforts to deal with tighter environmental regulations in each country and expansion of new markets.

In Automobile business operations, Honda will create products that can immediately respond to changes in the environment and satisfy customer needs with strong Mono-zukuri, and will develop a strong business operation structure that can deliver products to the world in a timely manner.

The Life creation and other businesses will evolve into a function to create new value for “mobility” and “daily lives,” with the addition of “new businesses for the future,” including the energy business, to the existing “provision of power products.” Honda will broaden the domain and promote businesses under the concept of “Life creation business.”

Challenges to be Addressed Preferentially

Considering the business environment, Honda will work on the following new challenges directed at the next generation to provide value unique to Honda with a view to contributing to solving various social issues while continuing to achieve sustainable growth.

1. Prepare for future growth

Next-generation technologies

In the automobile industry in the future, the ability to respond to electrification, driver-assistive technologies, connected technologies and other technological innovations will likely determine the competitiveness of a company. Honda will work to develop products and services equipped with such next-generation technologies in the Motorcycle, Automobile and Life creation businesses, and ensure business feasibility as early as possible.

As for electrification, Honda will further expand the lineup of hybrid vehicles based on electric-powered motor technology it has been developing, and proactively introduce zero-emission vehicles.

Regarding driver-assistive technologies, Honda will work to promote and evolve “Honda SENSING,” a safety and driver-assistive system, for the purpose of preventing accidents.

By continuing to push ahead with efforts for joint development and commercialization in preparation for future society while utilizing partnerships with other companies, Honda will aim to realize a clean and safe / secure society.

New businesses

In “Honda eMaaS,” Honda’s energy technology is expected to contribute to the effective utilization of electric power for society as a whole. For example, Honda’s electrified mobility and energy equipment function as temporary electric power storage/discharge devices, contributing to stabilization of electric power. To this end, in the mobility service, efforts need to be made in the areas of mobility and goods transport services using electric vehicles. In the energy service, efforts need to be made in the area of mobile power supply, by not only “using” energy equipment as a power source for mobility but also enabling them to “create” electric power and “connect” with the power supplies for the household so that electricity can be used efficiently whenever and wherever needed.

Honda intends to serve people worldwide with the “joy of expanding their life’s potential” by proposing solutions in these areas.

2. Solidify existing businesses

Honda will enhance the business strategy formulation function by steadily proceeding with the next initiatives, and build a highly competitive Mono-zukuri foundation to realize strong businesses.

Build a structure to realize strategies

In order to build strong businesses that can immediately respond to changes in the environment and can provide products that satisfy customer needs in a timely manner, Honda has established a unified operational structure which integrates S-E-D-B (Sales, Engineering, Development and Buying) areas.

This enables the formulation of business strategies based on a big-picture view of product planning, development, buying/purchasing, engineering/production and sales, and the swift implementation of such strategies. At the same time, Honda will realize Mono-zukuri reform and stable production with high-precision development of new models through frontloading and operation which integrates the entire process from development through mass-production.

Mono-zukuri reform

In the Automobile business, Honda has strengthened its global models and regional models according to the needs of each region, with the aim of manufacturing challenging products unique to Honda. Efficient Mono-zukuri, in addition to product appeal, is indispensable for further enhancing the competitiveness of such models. To this end, Honda is working to strengthen the structure in each area. Introducing the Honda Architecture, which is a company-wide initiative that increases the efficiency of development and expands parts-sharing for mass-production models, Honda will sequentially apply it, starting with the global models, and expand its application. By doing so, Honda will enhance the efficiency of existing businesses and repurpose those man-hours to conduct research and development in advanced areas, thereby accelerating development for the future.

Steady progress is being made in optimizing the production capacity in all regions, and Honda will improve its global capacity utilization rate.

Further improve quality

To achieve a new level of outstanding quality of products, Honda has continued activities to further improve quality at every stage: design, development, production, sales and service including suppliers. Going forward, Honda will team up with other companies, including those from other industries, to challenge new forms of mobility that incorporate electrification, driver-assistive technologies and IoT in creating new value through open innovation. To that end, Honda will evolve its activities to realize a new level of outstanding quality, by pursuing the utmost quality not only in products and services provided to customers but also in every area of business at all points of customer contact, alongside evolution in “mobility” and “daily lives.”

Also, in the Automobile business, in April 2020 the quality innovation departments for all operations were integrated, and Quality Innovation Operations was newly established and commenced activities.

Continue to enhance Honda’s social reputation and communication with the community

In addition to continuing to provide products incorporating Honda’s advanced safety and environmental technologies, Honda will continue striving to enhance its social reputation by, among other things, strengthening its corporate governance, compliance, and risk management, as well as participating in community activities and making philanthropic contributions.

Through these company-wide activities, Honda aims to be a company that society, which includes our shareholders, our investors and our customers, wants to exist.

C. Organizational Structure

As of March 31, 2020, the Company had 85 Japanese subsidiaries and 272 overseas subsidiaries. The following table sets out for each of the Company’s principal subsidiaries, the country of incorporation, function and percentage ownership and voting interest held by Honda.


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.	Sales		100.0
Honda Aero., Inc.	U.S.A.	Manufacturing		100.0
Honda North America, Inc.	U.S.A.	Coordination of Subsidiaries Operation		100.0
Honda of America Mfg., Inc.	U.S.A.	Manufacturing		100.0
American Honda Finance Corporation	U.S.A.	Finance		100.0
Honda Aircraft Company, LLC	U.S.A.	Research & Development, Manufacturing and Sales		100.0
Honda Manufacturing of Alabama, LLC	U.S.A.	Manufacturing		100.0
Honda Manufacturing of Indiana, LLC	U.S.A.	Manufacturing		100.0
Honda Transmission Mfg. of America, Inc.	U.S.A.	Manufacturing		100.0
Honda R&D Americas, Inc.	U.S.A.	Research & Development		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 of the U.K. Manufacturing Ltd.	U.K.	Manufacturing		100.0
Honda Finance Europe plc	U.K.	Finance		100.0
Honda Bank GmbH	Germany	Finance		100.0
Honda Turkiye A.S	Turkey	Manufacturing and Sales		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 Precision Parts Manufacturing	Indonesia	Manufacturing		100.0
P.T. Honda Prospect Motor	Indonesia	Manufacturing and Sales		51.0
Honda Malaysia Sdn Bhd	Malaysia	Manufacturing and Sales		51.0
Honda Taiwan Co., Ltd.	Taiwan	Sales		100.0
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 Manufacturing Co., Ltd.	Thailand	Manufacturing		83.0
A.P. Honda Co., Ltd.	Thailand	Sales		61.0
Honda Vietnam Co., Ltd.	Vietnam	Manufacturing and Sales		70.0
Honda Motor de Argentina S.A.	Argentina	Manufacturing and Sales		100.0
Honda South America Ltda.	Brazil	Coordination of Subsidiaries Operation		100.0
Banco Honda S.A.	Brazil	Finance		100.0
Honda Automoveis do Brasil Ltda.	Brazil	Manufacturing and Sales		100.0
Moto Honda da Amazonia Ltda.	Brazil	Manufacturing and Sales		100.0

D. Property, Plants and Equipment

The following table sets out information, as of March 31, 2020, with respect to Honda’s principal manufacturing facilities, all of which are owned by Honda:


Location	Number of Employees		Principal Products Manufactured
Sayama, Saitama, Japan		5,295	Automobiles
Naka-ku, Hamamatsu, Shizuoka, Japan		2,097	Power products and transmissions
Suzuka, Mie, Japan		6,180	Automobiles
Ozu-machi, Kikuchi-gun, Kumamoto, Japan		2,633	Motorcycles, all-terrain vehicles, power products and engines
Greensboro, North Carolina, U.S.A.		931	Aircraft
Burlington, North Carolina, U.S.A.		111	Aircraft engines
Marysville, Ohio, U.S.A.		5,514	Automobiles
Anna, Ohio, U.S.A.		2,617	Engines
East Liberty, Ohio, U.S.A.		2,227	Automobiles
Lincoln, Alabama, U.S.A.		4,809	Automobiles and engines
Greensburg, Indiana, U.S.A.		2,529	Automobiles
Alliston, Canada		4,308	Automobiles and engines
El Salto, Mexico		235	Motorcycles
Celaya, Mexico		4,841	Automobiles
Swindon, U.K		2,836	Automobiles and engines
Gebze, Turkey		1,096	Motorcycles and automobiles
Gurugram, India		2,601	Motorcycles
Greater Noida, India		2,687	Automobiles
Alwar, India		2,609	Motorcycles and automobiles
Narasapura, India		1,843	Motorcycles
Ahemdabad, India		837	Motorcycles
Karawang, Indonesia		2,880	Automobiles and engines
Melaka, Malaysia		2,284	Automobiles
Ayutthaya, Thailand		2,779	Automobiles
Prachinburi, Thailand		1,250	Automobiles
Bangkok, Thailand		3,547	Motorcycles and power products
Phuc Yen, Vietnam		4,584	Motorcycles and automobiles
Duy Tien, Vietnam		521	Motorcycles
Buenos Aires, Argentina		1,007	Motorcycles and automobiles
Sumare, Brazil		2,172	Automobiles
Itirapina, Brazil		1,025	Automobiles
Manaus, Brazil		6,570	Motorcycles and power products

In addition to its manufacturing facilities, the Company’s properties in Japan include sales offices and other sales facilities in major cities, repair service facilities, and R&D facilities.

As of March 31, 2020, the Company’s property, with a net book value of approximately ¥1.4 billion, was subject to specific mortgages securing indebtedness.

Capital Expenditures

Capital expenditures in the fiscal year ended March 31, 2020 were applied to the introduction of new models, as well as the improvement, streamlining and modernization of production facilities, and improvement of sales and R&D facilities.

Total capital expenditures for the year amounted to ¥2,620.5 billion, increased by ¥155.2 billion from the previous year. Also, total capital expenditures, excluding equipment on operating leases, for the year amounted to ¥375.6 billion, decreased by ¥50.8 billion from the previous year. Spending by business segment is shown below.


	Fiscal years ended March 31,
	2019		2020		Increase (Decrease)
	Yen (millions)
Motorcycle Business	¥	59,288	¥	67,827	¥	8,539
Automobile Business		354,388		293,771		(60,617	)
Financial Services Business		2,039,126		2,245,073		205,947
Financial Services Business (Excluding Equipment on Operating Leases)		392		180		(212	)
Life Creation and Other Businesses		12,451		13,865		1,414
Total	¥	2,465,253	¥	2,620,536	¥	155,283
Total (Excluding Equipment on Operating Leases)	¥	426,519	¥	375,643	¥	(50,876	)

Intangible assets are not included in the table above.

In Motorcycle business, we made capital expenditures of ¥67,827 million in the fiscal year ended March 31, 2020. Funds were allocated to the introduction of new models, as well as the improvement, streamlining and modernization of production facilities, and improvement of sales and R&D facilities.

In Automobile business, we made capital expenditures of ¥293,771 million in the fiscal year ended March 31, 2020. Funds were allocated to the introduction of new models, as well as the improvement, streamlining and modernization of production facilities, and improvement of sales and R&D facilities.

In Financial services business, capital expenditures excluding equipment on operating leases amounted to ¥180 million in the fiscal year ended March 31, 2020, while capital expenditures for equipment on operating leases were ¥2,244,893 million.

In Life creation and other businesses, capital expenditures of ¥13,865 million in the fiscal year ended March 31, 2020, were deployed to upgrade, streamline, and modernize manufacturing facilities, and to improve R&D facilities.

Plans after fiscal year 2020

Our management mainly considers economic trends of each region, demand trends, situation of competitors and our business strategy such as introduction plans of new models in determining the future of projects.

However, Honda has not determined the plans for significant capital expenditures for the fiscal year ending March 31, 2021 since Honda is unable to reasonably calculate the impacts relating to the spread of COVID-19.

Item 4A. Unresolved Staff Comments

We do not have any unresolved written comments provided by the staff of the SEC regarding our periodic reports under the Securities Exchange Act of 1934.

Item 5. Operating and Financial Review and Prospects

You should read the following discussion of our critical accounting policies and our financial positions and operating results together with our consolidated financial statements included in this Annual Report.

A. Operating Results

Overview

Business Environment

Looking at the economic environment surrounding Honda, its consolidated subsidiaries and its affiliates accounted for under the equity method in the fiscal year ended March 31, 2020, until the fiscal third quarter, the United States economy continued to recover, mainly due to improvement in employment conditions and gradually growing personal consumption. Europe saw a weak economic recovery, mainly due to deterioration of employment conditions and a gradual decline in personal consumption. In the Asian economies, India, Thailand and Indonesia showed weakness while China’s economy experienced a moderate slowdown. The Japanese economy saw a gradual recovery, mainly due to improvement in employment conditions and an upturn in personal consumption, in addition to moderate growth in capital investment. The spread of COVID-19 in the fiscal fourth quarter led to a global economic slowdown. For the time being, a further downturn in the economy is expected.

The trends, uncertainties, demands, commitments and events identified below may continue or recur, impacting the Company’s future financial results.

Impacts relating to the spread of COVID-19 on Honda’s consolidated financial results

The spread of COVID-19 has caused the global economic slowdown and also have affected Honda’s consolidated financial results for the fiscal fourth quarter.

Resulting from travel restriction measures by government, Honda’s production bases in Japan and overseas were also affected by suspended or reduced production mainly due to restrictions on employees’ commute to the workplaces and delays in the supply of parts within the supply chain. Some dealers in Japan and overseas were obliged to suspend business, shorten business hours, or reduce services such as inspections and repairs. Customer credit risk and other factors were affected by changes in forecast, including an increase in unemployment rate and decline in used vehicle prices due to the downturn of economy.

In the Automobile business, decreased unit sales of automobiles mainly in North America was a component of factors of a decrease in operating profit. Share of profit of investments accounted for using the equity method also decreased due to a decrease in unit sales of automobiles in China. In the Financial services business, selling, general and administrative expenses increased due to an increase in allowance for credit losses mainly in North America.

In addition, see “Risks relating to the spread of coronavirus disease 2019 (COVID-19)” in Item 3.D. “Risk Factors”.

Overview of Fiscal Year 2020 Operating Performance

Honda’s consolidated sales revenue for the fiscal year ended March 31, 2020, decreased from the fiscal year ended March 31, 2019, due mainly to decreased sales revenue in the Automobile business as well as negative foreign currency translation effects, which was partially offset by increased sales revenue in the Financial services business. Operating profit decreased from the previous fiscal year, due mainly to a decrease in profit attributable to decreased sales revenue and model mix as well as negative foreign currency effects, which was partially offset by continuing cost reduction as well as decreased selling, general and administrative expenses.

Honda has been conducting market-based measures in relation to airbag inflators mainly in North America and Japan. This is related to the problem where the internal pressure of the inflators rise abnormally at the time of airbag deployment on the driver’s side and passenger’s side, causing damage to the container and spraying metal fragments within the cars. We are continuing to focus on the satisfaction and safety of our customers and making every effort through market-based measures to replace those airbag inflators as quickly as possible.

Motorcycle Business

Honda’s consolidated unit sales of motorcycles, all-terrain vehicles (ATVs) and side-by-sides (SxS) in fiscal year 2020 totaled 12,426 thousand units, a decrease of 6.0% from the previous fiscal year, due mainly to decreases primarily in India and Thailand, which offset increases in sales in Brazil.

Automobile Business

Honda’s consolidated unit sales of automobiles in fiscal year 2020 totaled 3,318 thousand units, a decrease of 11.5% from the previous fiscal year, due mainly to decreases in sales units primarily in Asia and North America.

Life Creation and Other Businesses

Honda’s consolidated unit sales of power products in fiscal year 2020 totaled 5,701 thousand units, a decrease of 9.5% from the previous fiscal year, due mainly to decreases in sales units primarily in North America and Asia.

Fiscal Year 2020 Compared with Fiscal Year 2019

Sales Revenue

Honda’s consolidated sales revenue for the fiscal year ended March 31, 2020, decreased by ¥957.6 billion, or 6.0%, to ¥14,931.0 billion from the fiscal year ended March 31, 2019, due mainly to decreased sales revenue in the Automobile business as well as negative foreign currency translation effects, which was partially offset by increased sales revenue in the Financial services business. Honda estimates that by applying Japanese yen exchange rates of the previous fiscal year to the current fiscal year, sales revenue for the year would have decreased by approximately ¥599.2 billion, or 3.8%, compared to the decrease as reported of ¥957.6 billion, which includes negative foreign currency translation effects.

Operating Costs and Expenses

Operating costs and expenses decreased by ¥864.8 billion, or 5.7%, to ¥14,297.3 billion from the previous fiscal year. Cost of sales decreased by ¥729.2 billion, or 5.8%, to ¥11,851.6 billion from the previous fiscal year, due mainly to a decrease in costs attributable to decreased consolidated sales revenue in the Automobile business. Selling, general and administrative expenses decreased by ¥132.8 billion, or 7.5%, to ¥1,641.5 billion from the previous fiscal year. Research and development expenses totaled to ¥804.1 billion basically unchanged from the previous fiscal year.

Operating Profit

Operating profit decreased by ¥92.7 billion, or 12.8%, to ¥633.6 billion from the previous fiscal year, due mainly to a decrease in profit attributable to decreased sales revenue and model mix as well as negative foreign currency effects, which was partially offset by continuing cost reduction as well as decreased selling, general and administrative expenses. Honda estimates that by excluding negative foreign currency effects of approximately ¥105.8 billion, operating profit would have increased by approximately ¥13.1 billion.

foreign-currency-denominated transaction. With respect to “foreign currency adjustments”, management analyzed foreign currency adjustments primarily related to the following currencies: U.S. dollar, Japanese yen and others at the level of the Company and its material consolidated subsidiaries. The estimates excluding the foreign currency effects are not on the same base as Honda’s consolidated financial statements, and do not conform to IFRS. Furthermore, Honda does not believe that these measures are substitute for the disclosure required by IFRS. However, Honda believes that such estimates excluding the foreign currency effects provide financial statements users with additional useful information for understanding Honda’s results.

Profit before Income Taxes

Profit before income taxes decreased by ¥189.4 billion, or 19.3%, to ¥789.9 billion. The main factors behind this decrease, except factors relating to operating profit, are as follows:

Share of profit of investments accounted for using the equity method had a negative impact of ¥64.6 billion, due mainly to a decrease in profit attributable to decreased sales revenue at affiliates and joint ventures in Asia.

Finance income and finance costs had a negative impact of ¥32.1 billion, due mainly to effect from gains or losses on foreign exchange. For further details, see note “(22) Finance Income and Finance Costs” to the accompanying consolidated financial statements.

Income Tax Expense

Income tax expense decreased by ¥23.1 billion, or 7.6%, to ¥279.9 billion from the previous fiscal year. The average effective tax rate increased by 4.5 percentage points to 35.4% from the previous fiscal year. For further details, see “(a) Income Tax Expense” of note “(23) Income Taxes” to the accompanying consolidated financial statements.

Profit for the Year

Profit for the year decreased by ¥166.3 billion, or 24.6%, to ¥509.9 billion from the previous fiscal year.

Profit for the Year Attributable to Owners of the Parent

Profit for the year attributable to owners of the parent decreased by ¥154.5 billion, or 25.3%, to ¥455.7 billion from the previous fiscal year.

Profit for the Year Attributable to Non-controlling Interests

Profit for the year attributable to non-controlling interests decreased by ¥11.7 billion, or 17.9%, to ¥54.1 billion from the previous fiscal year.

Business Segments

Motorcycle Business

Honda’s consolidated unit sales of motorcycles, all-terrain vehicles (ATVs) and side-by-sides (SxS) totaled 12,426 thousand units, decreased by 6.0% from the previous fiscal year, due mainly to a decrease in consolidated unit sales in Asia.

Sales revenue from external customers decreased by ¥40.8 billion, or 1.9%, to ¥2,059.3 billion from the previous fiscal year, due mainly to decreased consolidated unit sales as well as negative foreign currency translation effects. The impact of price changes was immaterial on sales revenue. Honda estimates that by

applying Japanese yen exchange rates of the previous fiscal year to the current fiscal year, sales revenue for the year would have increased by approximately ¥24.8 billion, or 1.2%, compared to the decrease as reported of ¥40.8 billion, which includes negative foreign currency translation effects.

Operating costs and expenses decreased by ¥34.8 billion, or 1.9%, to ¥1,773.6 billion from the previous fiscal year. Cost of sales decreased by ¥11.6 billion, or 0.8%, to ¥1,494.6 billion, due mainly to a decrease in costs attributable to decreased consolidated unit sales as well as negative foreign currency effects. Selling, general and administrative expenses decreased by ¥16.0 billion, or 7.4%, to ¥199.6 billion. Research and development expenses decreased by ¥7.1 billion, or 8.3%, to ¥79.3 billion.

Operating profit decreased by ¥5.9 billion, or 2.0%, to ¥285.6 billion from the previous fiscal year, due mainly to a decrease in profit attributable to decreased sales volume and model mix as well as negative foreign currency effects, which was partially offset by continuing cost reduction.

Japan

Total industry demand for motorcycles in Japan* was approximately 360 thousand units in fiscal year 2020, a decrease of approximately 3% from the previous fiscal year.

Honda’s consolidated unit sales in Japan decreased 1.0% to 205 thousand units in fiscal year 2020, a decline from the previous fiscal year, mainly due to decreases primarily in sales of the Super Cub 110, which offset the increases primarily in sales of the Tact.

^*	Source: JAMA (Japan Automobile Manufacturers Association)

North America

Total demand for motorcycles and all-terrain vehicles (ATVs) in the United States*, the principal market within North America, increased around 1% from the previous year to approximately 660 thousand units in calendar year 2019.

Honda’s consolidated unit sales in North America increased 9.6% from the previous fiscal year to 330 thousand units in fiscal year 2020. This was mainly due to an increase in sales of side-by-sides (SxS), led by the Talon 1000R primarily in the United States.

^*	Source: MIC (Motorcycle Industry Council)

The total includes motorcycles and ATVs, but does not include side-by-sides (SxS).

Europe

Total demand for motorcycles in Europe* increased around 4% from the previous year to approximately 960 thousand units in calendar year 2019.

Honda’s consolidated unit sales in Europe decreased 4.0% from the previous fiscal year to 239 thousand units in fiscal year 2020, mainly due to decreases primarily in sales of the SH300i, which offset increases primarily in sales of the CB650R.

^*	Based on Honda research. Only includes the following 10 countries: the United Kingdom, Germany, France, Italy, Spain, Switzerland, Portugal, the Netherlands, Belgium and Austria.

Asia

Total demand for motorcycles in Asia* decreased around 7% from the previous year to approximately 41,090 thousand units in calendar year 2019.

Looking at market conditions by country, in calendar year 2019, demand in India decreased around 13% from the previous year to approximately 18,790 thousand units. Demand in Indonesia increased around 3% from the previous year to approximately 6,500 thousand units. Demand in China decreased around 6% from the previous year to approximately 6,500 thousand units. Demand in Vietnam decreased around 4% from the previous year to approximately 3,250 thousand units. Demand in Pakistan decreased around 3% from the previous year to approximately 2,050 thousand units. Demand in Thailand decreased around 3% from the previous year to approximately 1,740 thousand units.

Honda’s consolidated unit sales in Asia were 10,348 thousand units in fiscal year 2020, a decrease by 7.6% from the previous fiscal year, mainly due to decreases primarily in sales of the Activa model in India, which offset increases primarily in sales of such commuter models as the RS150R in Malaysia.

Honda’s consolidated unit sales do not include sales by P.T. Astra Honda Motor in Indonesia, which is accounted for using the equity method. P.T. Astra Honda Motor’s unit sales for fiscal year 2020 decreased around 2.3% from the previous fiscal year to approximately 4,850 thousand units, mainly due to decreases primarily in sales of the BeAT model, which offset increases primarily in sales of the new Genio model.

^*	Based on Honda research. Only includes the following eight countries: Thailand, Indonesia, Malaysia, the Philippines, Vietnam, India, Pakistan and China.

Other Regions

Total demand for motorcycles in Brazil*, the principal market within Other Regions, increased around 13% from the previous year to approximately 1,080 thousand units in calendar year 2019.

In Other Regions (including South America, the Middle East, Africa, Oceania and other areas), Honda’s consolidated unit sales increased 3.7% from the previous fiscal year to 1,304 thousand units in fiscal year 2020 due mainly to an increase in sales of the Elite 125 in Brazil.

^*	Source: ABRACICLO (the Brazilian Association of Motorcycle, Moped, and Bicycle Manufacturers)

Automobile Business

Honda’s consolidated unit sales of automobiles totaled 3,318 thousand units, decreased by 11.5% from the previous fiscal year, due mainly to a decrease in consolidated unit sales in all regions.

Sales revenue from external customers decreased by ¥1,113.0 billion, or 10.1%, to ¥9,959.0 billion from the previous fiscal year, due mainly to decreased consolidated unit sales. The impact of price changes was immaterial on sales revenue. Honda estimates that by applying Japanese yen exchange rates of the previous fiscal year to the current fiscal year, sales revenue for the year would have decreased by approximately ¥872.9 billion, or 7.9%, compared to the decrease as reported of ¥1,113.0 billion, which includes negative foreign currency translation effects. Sales revenue including intersegment sales decreased by ¥1,093.1 billion, or 9.7%, to ¥10,194.6 billion from the previous fiscal year.

Operating costs and expenses decreased by ¥1,036.7 billion, or 9.4%, to ¥10,041.3 billion from the previous fiscal year. Cost of sales decreased by ¥878.6 billion, or 9.8%, to ¥8,124.9 billion, due mainly to a decrease in costs attributable to decreased consolidated unit sales. Selling, general and administrative expenses decreased by ¥163.1 billion, or 11.8%, to ¥1,221.4 billion. Research and development expenses increased by ¥5.1 billion, or 0.7%, to ¥694.9 billion.

Operating profit decreased by ¥56.3 billion, or 26.9%, to ¥153.3 billion from the previous fiscal year, due mainly to a decrease in profit attributable to decreased sales volume and model mix as well as negative foreign currency effects, which was partially offset by decreased selling, general and administrative expenses as well as continuing cost reduction.

Proportion of retail unit sales by vehicle category and principal automobile products:


	Fiscal year ended March 31,
	2019			2020
Passenger cars:		50	%		48	%
*Accord, Brio, City, Civic, Crider, Fit/Jazz*

Light trucks:		43	%		45	%
*CR-V, Freed, Odyssey, Pilot, Vezel/HR-V, XR-V*

Mini vehicles:		7	%		7	%
*N-BOX*

Although there are various factors that affect the profitability of each vehicle category, sales price is an important factor in determining profitability. In general, the weighted average sales price in the light trucks category is higher relative to the total average sales price, while the weighted average sales price in the mini vehicles category, which is unique to the Japanese market, is relatively lower, although sales price varies from model to model.

In general, the contribution margin of the light trucks category tends to be higher relative to the total weighted average contribution margin because the sales price is higher, while the contribution margin of the mini vehicles category tends to be relatively lower because the sales price is lower, although the level of contribution margin varies from model to model. For example, in Japan and the United States, which are the main sales markets for our automobiles, the contribution margin of our light trucks category was approximately 30% higher, our passenger cars category was approximately 20% lower and our mini vehicles category was approximately 45% lower than total weighted average contribution margin for the fiscal year ended March 31, 2020. It should be noted that we define contribution margin as an amount per unit of net sales minus material cost, which is thought to increase in almost direct proportion to net sales volume.

Japan

Total demand for automobiles in Japan^*1 decreased around 4% from the previous fiscal year to approximately 5,030 thousand units in fiscal year 2020.

Honda’s consolidated unit sales in Japan decreased 8.4% from the previous fiscal year to 589 thousand units^*2 in fiscal year 2020. This was mainly because of the impact of restrictions on the supply of parts for the new N-WGN, which offset increases primarily in sales of the Freed.

Honda’s unit production of automobiles in Japan decreased 11.4% from the previous fiscal year to 808 thousand units in fiscal year 2020. This was mainly because of decreases due to effects of restrictions on the supply of parts for the new N-WGN.

^*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 by our Japanese finance subsidiaries and sold 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.

North America

Total industry demand for automobiles in the United States*, the principal market within North America, decreased around 1% from the previous year to approximately 17,040 thousand units in calendar year 2019. This result reflected decreased demand for passenger cars, despite a continued increase for light trucks.

Honda’s consolidated unit sales in North America decreased 6.6% from the previous fiscal year to 1,825 thousand units in fiscal year 2020. This decrease was mainly attributable to the effect of a decrease in sales of the Civic model, despite increases primarily in sales of the Passport model.

Honda manufactured 1,736 thousand units in fiscal year 2020, a decrease of 3.7% from the previous fiscal year, mainly due to decreases in demand for passenger cars.

^*	Source: Autodata

Europe

Total demand for automobiles in Europe* decreased around 1% from the previous year to approximately 15,800 thousand units in calendar year 2019, mainly due to the slowdown in the diesel market.

Honda’s consolidated unit sales in Europe decreased 21.3% from the previous fiscal year to 133 thousand units in fiscal year 2020, mainly due to decreases primarily in sales of the Civic model.

Unit production at Honda’s U.K. plant in fiscal year 2020 decreased 36.8% from the previous fiscal year to 95 thousand units, mainly attributable to the effect of a decrease in sales of the Civic model.

^*	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.

Asia

Total demand for automobiles in China, the largest market within Asia, decreased around 8% from the previous year to approximately 25,760 thousand units^*1 in calendar year 2019. Total demand for automobiles in other countries in Asia decreased around 9% from the previous calendar year to approximately 7,810 thousand units^*2. This was mainly due to decreases in demand in India and Indonesia.

Honda’s consolidated unit sales in Asia decreased 23.3% from the previous fiscal year to 563 thousand units in fiscal year 2020. The decrease was mainly attributable to the decrease in sales of the Amaze in India, and the City in Malaysia.

Honda’s consolidated unit sales do not include unit sales of Dongfeng Honda Automobile Co., Ltd. and GAC Honda Automobile Co., Ltd., both of which are joint ventures accounted for using the equity method in China. Unit sales in China decreased 7.3% from the previous fiscal year to 1,389 thousand units in fiscal year 2020. The decrease was mainly attributable to a decrease in sales of the Fit model, despite the effect of launching the new Envix model and the Inspire.

Honda’s unit production by consolidated subsidiaries in Asia decreased 24.4% from the previous fiscal year to 606 thousand units^*3 in fiscal year 2020.

Meanwhile, unit production by Chinese joint ventures Dongfeng Honda Automobile Co., Ltd. and GAC Honda Automobile Co., Ltd. decreased 8.1% from the previous fiscal year to 1,370 thousand units in fiscal year 2020.

^*1	Source: CAAM (China Association of Automobile Manufacturers)

^*2	The total is based on Honda research and includes the following eight countries: Thailand, Indonesia, Malaysia, the Philippines, Vietnam, Taiwan, India and Pakistan.

^*3	The total includes the following nine countries: Thailand, Indonesia, Malaysia, the Philippines, Vietnam, Taiwan, India, Pakistan and China.

Other Regions

Total industry demand for automobiles in Brazil, the principal market within Other Regions, increased around 8% from the previous year to approximately 2,660 thousand units* in calendar year 2019.

In Other Regions (including South America, the Middle East, Africa, Oceania and other areas), Honda’s consolidated unit sales decreased 16.1% from the previous fiscal year to 208 thousand units in fiscal year 2020, mainly due to decreases primarily in sales of the City and Fit models in Brazil.

Unit production at Honda’s plant in Brazil decreased 10.9% from the previous fiscal year to 124 thousand units in fiscal year 2020.

^*	Source: ANFAVEA (Associação Nacional dos Fabricantes de Veiculos Automotores (the Brazilian Automobile Association)) The total includes passenger cars and light commercial vehicles.

Financial Services Business

To support the sale of its products, Honda provides retail lending and leasing to customers and wholesale financing to dealers through its finance subsidiaries in Japan, the United States, Canada, the United Kingdom, Germany, Brazil and Thailand.

Total amount of receivables from financial services and equipment on operating leases of finance subsidiaries on March 31, 2020, decreased by ¥66.8 billion, or 0.7%, to ¥9,787.2 billion from March 31, 2019. Honda estimates that by applying Japanese yen exchange rates of the previous fiscal year to the current fiscal year, total amount of receivables from financial services and equipment on operating leases of finance subsidiaries as of March 31, 2020 would have increased by approximately ¥123.3 billion, or 1.3%, compared to the previous fiscal year.

Sales revenue from external customers increased by ¥221.6 billion, or 9.4%, to ¥2,586.9 billion from the previous fiscal year, due mainly to increased revenues on disposition of lease vehicles and operating lease revenues. Honda estimates that by applying Japanese yen exchange rates of the previous fiscal year to the current fiscal year, sales revenue for the year would have increased by approximately ¥266.1 billion, or 11.2%, compared to the increase as reported of ¥221.6 billion, which includes negative foreign currency translation effects. Sales revenue including intersegment sales increased by ¥220.8 billion, or 9.3%, to ¥2,600.9 billion from the previous fiscal year.

Operating costs and expenses increased by ¥237.1 billion, or 11.1%, to ¥2,381.2 billion from the previous fiscal year. Cost of sales increased by ¥187.5 billion, or 9.3%, to ¥2,214.0 billion from the previous fiscal year, due mainly to an increase in costs attributable to increased revenues on disposition of lease vehicles and operating lease revenues. Selling, general and administrative expenses increased by ¥49.6 billion, or 42.2%, to ¥167.2 billion from the previous fiscal year, due mainly to an increase in allowance for credit losses.

Operating profit decreased by ¥16.2 billion, or 6.9%, to ¥219.7 billion from the previous fiscal year, due mainly to increased selling, general and administrative expenses, which was partially offset by an increase in profit attributable to increased sales revenue.

Life Creation and Other Businesses

Honda’s consolidated unit sales of power products totaled 5,701 thousand units, decreased by 9.5% from the previous fiscal year, due mainly to a decrease in consolidated unit sales in all regions.

Sales revenue from external customers decreased by ¥25.3 billion, or 7.2%, to ¥325.6 billion from the previous fiscal year, due mainly to decreased consolidated unit sales in Life creation business. Honda estimates

that by applying Japanese yen exchange rates of the previous fiscal year to the current fiscal year, sales revenue for the year would have decreased by approximately ¥17.2 billion, or 4.9%, compared to the decrease as reported of ¥25.3 billion, which includes negative foreign currency translation effects. Sales revenue including intersegment sales decreased by ¥26.6 billion, or 7.1%, to ¥350.6 billion from the previous fiscal year.

Operating costs and expenses decreased by ¥12.4 billion, or 3.2%, to ¥375.7 billion from the previous fiscal year. Cost of sales decreased by ¥8.4 billion, or 2.8%, to ¥292.6 billion, due mainly to a decrease in costs attributable to decreased consolidated unit sales in Life creation business. Selling, general and administrative expenses decreased by ¥3.2 billion, or 5.7%, to ¥53.3 billion. Research and development expenses decreased by ¥0.7 billion, or 2.4%, to ¥29.7 billion from the previous fiscal year.

Operating loss was ¥25.0 billion, an increase of ¥14.1 billion from the previous fiscal year, due mainly to a decrease in profit attributable to decreased sales volume and model mix. In addition, operating loss of aircraft and aircraft engines included in the Life creation and other businesses was ¥42.2 billion, an increase of ¥2.0 billion from the previous fiscal year.

Japan

Honda’s consolidated unit sales in Japan decreased 7.1% from the previous fiscal year to 312 thousand units in fiscal year 2020, mainly due to a decrease in sales of OEM engines* and other factors, which offset the increase primarily in the sales of generators.

^*	OEM (Original Equipment Manufacturer) engines: refers to engines installed on products sold under a third-party brand.

North America

Honda’s consolidated unit sales in North America decreased 6.6% from the previous fiscal year to 2,848 thousand units in fiscal year 2020, mainly due to a decrease in the sales of OEM engines, which offset an increase primarily in the sales of lawnmowers.

Europe

Honda’s consolidated unit sales in Europe decreased 14.1% from the previous fiscal year to 845 thousand units in fiscal year 2020, mainly due to a decrease in sales of OEM engines and lawnmowers.

Asia

Honda’s consolidated unit sales in Asia decreased 11.8% from the previous fiscal year to 1,375 thousand units in fiscal year 2020. This was mainly due to a decrease in sales of OEM engines and brush cutters.

Other Regions

Honda’s consolidated unit sales in Other Regions (including South America, the Middle East, Africa, Oceania and other areas) decreased 13.9% from the previous fiscal year to 321 thousand units in fiscal year 2020, mainly due to decreases in the sales of OEM engines and water pumps.

Geographical Information

Japan

In Japan, sales revenue from domestic and export sales decreased by ¥425.3 billion, or 8.8%, to ¥4,422.9 billion from the previous fiscal year, due mainly to decreased sales revenue in the Automobile business.

Operating loss was ¥28.1 billion, a decrease of ¥28.1 billion from the previous fiscal year, due mainly to a decrease in profit attributable to decreased sales revenue and model mix as well as negative foreign currency effects, which was partially offset by decreased selling, general and administrative expenses.

North America

In North America, where the United States is the principal market, sales revenue decreased by ¥467.1 billion, or 5.2%, to ¥8,556.8 billion from the previous fiscal year, due mainly to decreased sales revenue in the Automobile business as well as negative foreign currency translation effects, which was partially offset by increased sales revenue in the Financial services business. Operating profit increased by ¥5.5 billion, or 1.9%, to ¥305.3 billion from the previous fiscal year, due mainly to continuing cost reduction as well as decreased selling, general and administrative expenses, which was partially offset by a decrease in profit attributable to decreased sales revenue and model mix.

Europe

In Europe, sales revenue decreased by ¥154.8 billion, or 16.7%, to ¥772.5 billion from the previous fiscal year, due mainly to decreased sales revenue in the Automobile business. Operating profit was ¥14.9 billion, an increase of ¥21.6 billion from the previous fiscal year, due mainly to continuing cost reduction as well as an increase in profit attributable to increased sales revenue and model mix.

Asia

In Asia, sales revenue decreased by ¥412.5 billion, or 9.7%, to ¥3,859.7 billion from the previous fiscal year, due mainly to decreased sales revenue in the Automobile business. Operating profit decreased by ¥84.6 billion, or 20.9%, to ¥319.5 billion from the previous fiscal year, due mainly to a decrease in profit attributable to decreased sales revenue and model mix, which was partially offset by continuing cost reduction.

Other Regions

In Other Regions, sales revenue decreased by ¥70.8 billion, or 9.3%, to ¥693.6 billion from the previous fiscal year, due mainly to decreased sales revenue in the Automobile business as well as negative foreign currency translation effects. Operating profit increased by ¥14.6 billion, or 64.9%, to ¥37.2 billion from the previous fiscal year, due mainly to decreased selling, general and administrative expenses as well as continuing cost reduction, which was partially offset by negative foreign currency effects.

Fiscal Year 2019 Compared with Fiscal Year 2018

Sales Revenue

Honda’s consolidated sales revenue for the fiscal year ended March 31, 2019, increased by ¥527.4 billion, or 3.4%, to ¥15,888.6 billion from the fiscal year ended March 31, 2018, due mainly to increased sales revenue in all business operations. Honda estimates that by applying Japanese yen exchange rates of the previous fiscal year to the current fiscal year, sales revenue for the year would have increased by approximately ¥787.0 billion, or 5.1%, compared to the increase as reported of ¥527.4 billion, which includes negative foreign currency translation effects.

Operating Costs and Expenses

Operating costs and expenses increased by ¥634.6 billion, or 4.4%, to ¥15,162.2 billion from the previous fiscal year. Cost of sales increased by ¥580.3 billion, or 4.8%, to ¥12,580.9 billion from the previous fiscal year, due mainly to an increase in costs attributable to increased consolidated sales revenue in all business operations,

the impact to Europe related to changes of the global automobile production network and capability. Selling, general and administrative expenses totaled to ¥1,774.3 billion basically unchanged from the previous fiscal year, due mainly to the impact to Europe related to changes of the global automobile production network and capability, which was partially offset by the loss related to the settlement of multidistrict class action litigation in the previous fiscal year. Research and development expenses increased by ¥55.0 billion, or 7.3%, to ¥806.9 billion from the previous fiscal year.

Operating Profit

Operating profit decreased by ¥107.1 billion, or 12.9%, to ¥726.3 billion from the previous fiscal year, due mainly to the impact to Europe related to changes of the global automobile production network and capability as well as negative foreign currency effects, which was partially offset by continuing cost reduction and the loss related to the settlement of multidistrict class action litigation in the previous fiscal year. Honda estimates that by excluding negative foreign currency effects of approximately ¥160.3 billion, operating profit would have increased by approximately ¥53.1 billion.

With respect to the discussion above of the changes, management identified factors and used what it believes to be a reasonable method to analyze the respective changes in such factors. Management analyzed changes in these factors at the levels of the Company and its material consolidated subsidiaries. “Foreign currency effects” consist of “translation adjustments”, which come from the translation of the currency of foreign subsidiaries’ financial statements into Japanese yen, and “foreign currency adjustments”, which result from foreign-currency-denominated transaction. With respect to “foreign currency adjustments”, management analyzed foreign currency adjustments primarily related to the following currencies: U.S. dollar, Japanese yen and others at the level of the Company and its material consolidated subsidiaries. The estimates excluding the foreign currency effects are not on the same base as Honda’s consolidated financial statements, and do not conform to IFRS. Furthermore, Honda does not believe that these measures are substitute for the disclosure required by IFRS. However, Honda believes that such estimates excluding the foreign currency effects provide financial statements users with additional useful information for understanding Honda’s results.

Profit before Income Taxes

Profit before income taxes decreased by ¥135.5 billion, or 12.2%, to ¥979.3 billion. The main factors behind this decrease, except factors relating to operating profit, are as follows:

Share of profit of investments accounted for using the equity method had a negative impact of ¥18.8 billion, due mainly to a decrease in profit at affiliates and joint ventures in Asia.

Finance income and finance costs had a negative impact of ¥9.5 billion, due mainly to effect from gains or losses on derivatives. For further details, see note “(22) Finance Income and Finance Costs” to the accompanying consolidated financial statements.

Income Tax Expense

Income tax expense increased by ¥316.7 billion to ¥303.0 billion from the previous fiscal year, due mainly to the impacts of the enactment of the Tax Cuts and Jobs Act in the United States in the previous fiscal year. The average effective tax rate increased by 32.1 percentage points to 30.9% from the previous fiscal year. For further details, see “(a) Income Tax Expense” of note “(23) Income Taxes” to the accompanying consolidated financial statements.

Profit for the Year

Profit for the year decreased by ¥452.3 billion, or 40.1%, to ¥676.2 billion from the previous fiscal year, due mainly to the impacts of the enactment of the Tax Cuts and Jobs Act in the United States in the previous fiscal year.

Profit for the Year Attributable to Owners of the Parent

Profit for the year attributable to owners of the parent decreased by ¥449.0 billion, or 42.4%, to ¥610.3 billion from the previous fiscal year.

Profit for the Year Attributable to Non-controlling Interests

Profit for the year attributable to non-controlling interests decreased by ¥3.3 billion, or 4.8%, to ¥65.9 billion from the previous fiscal year.

Business Segments

Motorcycle Business

Honda’s consolidated unit sales of motorcycles, all-terrain vehicles (ATVs) and side-by-sides (SxS) totaled 13,215 thousand units, increased by 2.0% from the previous fiscal year, due mainly to an increase in consolidated unit sales in Asia and Other regions.

Sales revenue from external customers increased by ¥61.4 billion, or 3.0%, to ¥2,100.1 billion from the previous fiscal year, due mainly to increased consolidated unit sales. The impact of price changes was immaterial on sales revenue. Honda estimates that by applying Japanese yen exchange rates of the previous fiscal year to the current fiscal year, sales revenue for the year would have increased by approximately ¥160.1 billion, or 7.9%, compared to the increase as reported of ¥61.4 billion, which includes negative foreign currency translation effects.

Operating costs and expenses increased by ¥36.8 billion, or 2.1%, to ¥1,808.5 billion from the previous fiscal year. Cost of sales increased by ¥39.5 billion, or 2.7%, to ¥1,506.3 billion, due mainly to an increase in costs attributable to increased consolidated unit sales. Selling, general and administrative expenses decreased by ¥3.8 billion, or 1.7%, to ¥215.6 billion. Research and development expenses increased by ¥1.1 billion, or 1.3%, to ¥86.5 billion.

Operating profit increased by ¥24.6 billion, or 9.2%, to ¥291.6 billion from the previous fiscal year, due mainly to an increase in profit attributable to increased sales volume and model mix.

Japan

Total industry demand for motorcycles in Japan* was approximately 370 thousand units in fiscal year 2019, a decrease of approximately 1% from the previous fiscal year.

Honda’s consolidated unit sales in Japan increased 24.0% to 207 thousand units in fiscal year 2019, a substantial increase from the previous fiscal year, mainly due to increases in sales of the PCX and Cross Cub 110.

^*	Source: JAMA (Japan Automobile Manufacturers Association)

North America

Total demand for motorcycles and all-terrain vehicles (ATVs) in the United States*, the principal market within North America, decreased around 3% from the previous year to approximately 660 thousand units in calendar year 2018.

Honda’s consolidated unit sales in North America decreased 3.8% from the previous fiscal year to 301 thousand units in fiscal year 2019. This was mainly due to a decrease in sales of ATVs, despite the effect of launching new models such as the Monkey, primarily in the United States.

^*	Source: MIC (Motorcycle Industry Council) The total includes motorcycles and ATVs, but does not include side-by-sides (SxS).

Europe

Total demand for motorcycles in Europe^* increased around 1% from the previous year to approximately 920 thousand units in calendar year 2018.

Honda’s consolidated unit sales in Europe increased 6.4% from the previous fiscal year to 249 thousand units in fiscal year 2019, mainly reflecting the effect of launching the new model Monkey and a full model change of the Forza.

^*	Based on Honda research. Only includes the following 10 countries: the United Kingdom, Germany, France, Italy, Spain, Switzerland, Portugal, the Netherlands, Belgium and Austria.

Asia

Total demand for motorcycles in Asia* increased around 6% from the previous year to approximately 44,270 thousand units in calendar year 2018.

Looking at market conditions by country, in calendar year 2018, demand in India increased about 13% from the previous year to approximately 21,620 thousand units. Demand in China decreased around 11% from the previous year to approximately 7,040 thousand units. Demand in Indonesia increased around 7% from the previous year to approximately 6,300 thousand units. Demand in Vietnam increased around 2% from the previous year to approximately 3,340 thousand units. Demand in Pakistan increased around 7% from the previous year to approximately 2,100 thousand units. Demand in Thailand decreased around 1% from the previous year to approximately 1,790 thousand units.

Honda’s consolidated unit sales in Asia increased 0.7% from the previous fiscal year to 11,201 thousand units in fiscal year 2019. This was mainly due to an increase in sales of scooter models such as the Vision in Vietnam, among other factors, despite a decrease in India due to the impact of revisions to the mandatory vehicle liability insurance requirement.

Honda’s consolidated unit sales do not include sales by P.T. Astra Honda Motor in Indonesia, which is accounted for using the equity method. P.T. Astra Honda Motor’s unit sales for fiscal year 2019 increased around 13.3% from the previous fiscal year to approximately 4,970 thousand units due mainly to increases in sales of the PCX and Scoopy models.

^*	Based on Honda research. Only includes the following eight countries: Thailand, Indonesia, Malaysia, the Philippines, Vietnam, India, Pakistan and China.

Other Regions

Total demand for motorcycles in Brazil*, the principal market within Other Regions, increased about 18% from the previous year to approximately 950 thousand units in calendar year 2018.

In Other Regions (including South America, the Middle East, Africa, Oceania and other areas), Honda’s consolidated unit sales increased 12.2% from the previous fiscal year to 1,257 thousand units in fiscal year 2019 due mainly to an increase in sales of the CG160 in Brazil.

^*	Source: ABRACICLO (the Brazilian Association of Motorcycle, Moped, and Bicycle Manufacturers)

Automobile Business

Honda’s consolidated unit sales of automobiles totaled 3,748 thousand units, increased by 1.6% from the previous fiscal year, due mainly to an increase in consolidated unit sales in North America.

Sales revenue from external customers increased by ¥219.9 billion, or 2.0%, to ¥11,072.1 billion from the previous fiscal year, due mainly to increased consolidated unit sales. The impact of price changes was immaterial on sales revenue. Honda estimates that by applying Japanese yen exchange rates of the previous fiscal year to the current fiscal year, sales revenue for the year would have increased by approximately ¥373.3 billion, or 3.4%, compared to the increase as reported of ¥219.9 billion, which includes negative foreign currency translation effects. Sales revenue including intersegment sales increased by ¥242.5 billion, or 2.2%, to ¥11,287.7 billion from the previous fiscal year.

Operating costs and expenses increased by ¥406.7 billion, or 3.8%, to ¥11,078.0 billion from the previous fiscal year. Cost of sales increased by ¥352.2 billion, or 4.1%, to ¥9,003.6 billion, due mainly to an increase in costs attributable to increased consolidated unit sales. Selling, general and administrative expenses totaled to ¥1,384.6 billion basically unchanged from the previous fiscal year. Research and development expenses increased by ¥49.3 billion, or 7.7%, to ¥689.8 billion.

Operating profit decreased by ¥164.1 billion, or 43.9%, to ¥209.6 billion from the previous fiscal year, due mainly to the impact to Europe related to changes of the global automobile production network and capability, which was partially offset by continuing cost reduction and the loss related to the settlement of multidistrict class action litigation in the previous fiscal year.

Proportion of retail unit sales by vehicle category and principal automobile products:


	Fiscal year ended March 31,
	2018			2019
Passenger cars:		50	%		50	%
*Accord, City, Civic, Crider, Fit/Jazz*

Light trucks:		44	%		43	%
*CR-V, Freed, Odyssey, Pilot, Vezel/HR-V, XR-V*

Mini vehicles:		6	%		7	%
*N-BOX*

In general, the contribution margin of the light trucks category tends to be higher relative to the total weighted average contribution margin because the sales price is higher, while the contribution margin of the mini vehicles category tends to be relatively lower because the sales price is lower, although the level of contribution margin varies from model to model. For example, in Japan and the United States, which are the main sales markets for our automobiles, the contribution margin of our light trucks category was approximately 35% higher, our passenger cars category was approximately 20% lower and our mini vehicles category was approximately 50% lower than total weighted average contribution margin for the fiscal year ended March 31, 2019. It should be noted that we define contribution margin as an amount per unit of net sales minus material cost, which is thought to increase in almost direct proportion to net sales volume.

Japan

Total demand for automobiles in Japan^*1 increased around 1% from the previous fiscal year to approximately 5,260 thousand units in fiscal year 2019.

Honda’s consolidated unit sales in Japan increased 2.6% from the previous fiscal year to 643 thousand units^*2 in fiscal year 2019. This was mainly due to the effect of launching the new model N-VAN and an increase in sales of the N-BOX.

Honda’s unit production of automobiles in Japan increased 10.0% from the previous fiscal year to 912 thousand units in fiscal year 2019. This was mainly due to increases in export volume and domestic sales volume.

^*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

North America

Total industry demand for automobiles in the United States*, the principal market within North America, remained basically unchanged from the previous year at approximately 17,270 thousand units in calendar year 2018. This result reflected a continued increase for light trucks, which offset decreased demand for passenger cars.

Honda’s consolidated unit sales in North America increased 2.7% from the previous fiscal year to 1,954 thousand units in fiscal year 2019. This increase was mainly attributable to the effect of a full model change of the Insight model and an increase in sales of the CR-V model, despite the restrictions on supply caused by the impact of flooding in Mexico.

Honda manufactured 1,802 thousand units in fiscal year 2019, a decrease of 3.4% from the previous fiscal year, mainly reflecting the impact of flooding in Mexico.

^*	Source: Autodata

Europe

Total demand for automobiles in Europe* remained basically unchanged from the previous year at approximately 15,620 thousand units in calendar year 2018, mainly due to the slowdown in the diesel market, despite growth in the SUV market and other factors.

Honda’s consolidated unit sales in Europe decreased 7.7% from the previous fiscal year to 169 thousand units in fiscal year 2019. This was mainly due to decreased sales of diesel vehicles.

Unit production at Honda’s U.K. plant in fiscal year 2019 decreased 8.1% from the previous fiscal year to 151 thousand units, mainly due to the termination of production of the CR-V model.

^*	Source: ACEA (Association des Constructeurs Europeens d’Automobiles (the European Automobile Manufacturers’Association)) New passenger car registrations cover 28 EU countries and three EFTA countries.

Asia

Total demand for automobiles in China, the largest market within Asia, decreased around 3% from the previous year to approximately 28,030 thousand units^*1 in calendar year 2018. Total demand for automobiles in other countries in Asia increased about 8% from the previous calendar year to approximately 8,560 thousand units^*2. This was mainly due to increases in demand in India and Thailand.

Honda’s consolidated unit sales in Asia increased 1.2% from the previous fiscal year to 734 thousand units in fiscal year 2019. This increase was mainly attributable to the effect of a full model change of the Amaze model in India and an increase in sales of the Jazz model in Thailand, despite a decline in sales in Indonesia among other factors.

Honda’s consolidated unit sales do not include unit sales of Dongfeng Honda Automobile Co., Ltd. and GAC Honda Automobile Co., Ltd., both of which are joint ventures accounted for using the equity method in China. Unit sales in China increased 3.9% from the previous fiscal year to 1,499 thousand units in fiscal year 2019. The increase was mainly attributable to an increase in sales of the Civic model and the effect of a full model change of the Crider model.

Honda’s unit production by consolidated subsidiaries in Asia increased 0.5% from the previous fiscal year to 802 thousand units^*3 in fiscal year 2019.

Meanwhile, unit production by Chinese joint ventures Dongfeng Honda Automobile Co., Ltd. and GAC Honda Automobile Co., Ltd. increased 2.8% from the previous fiscal year to 1,491 thousand units in fiscal year 2019.

^*1	Source: CAAM (China Association of Automobile Manufacturers)

^*2	The total is based on Honda research and includes the following eight countries: Thailand, Indonesia, Malaysia, the Philippines, Vietnam, Taiwan, India and Pakistan.

^*3	The total includes the following nine countries: Thailand, Indonesia, Malaysia, the Philippines, Vietnam, Taiwan, India, Pakistan and China.

Other Regions

Total industry demand for automobiles in Brazil, the principal market within Other Regions, increased around 14% from the previous year to approximately 2,470 thousand units* in calendar year 2018. The increase was supported by the gradual economic recovery among other factors.

In Other Regions (including South America, the Middle East, Africa, Oceania and other areas), Honda’s consolidated unit sales decreased 1.6% from the previous fiscal year to 248 thousand units in fiscal year 2019 mainly due to a decrease in sales of the WR-V model, despite an increase in sales of the Civic model in Brazil.

Unit production at Honda’s plant in Brazil increased 1.1% from the previous fiscal year to 139 thousand units in fiscal year 2019.

^*	Source: ANFAVEA (Associação Nacional dos Fabricantes de Veiculos Automotores (the Brazilian Automobile Association))

The total includes passenger cars and light commercial vehicles.

Financial Services Business

Total amount of receivables from financial services and equipment on operating leases of finance subsidiaries on March 31, 2019, increased by ¥807.9 billion, or 8.9%, to ¥9,854.0 billion from March 31, 2018. Honda estimates that by applying Japanese yen exchange rates of the previous fiscal year to the current fiscal year, total amount of receivables from financial services and equipment on operating leases of finance subsidiaries as of March 31, 2019 would have increased by approximately ¥513.7 billion, or 5.7%, compared to the previous fiscal year.

Sales revenue from external customers increased by ¥242.1 billion, or 11.4%, to ¥2,365.3 billion from the previous fiscal year, due mainly to increased revenues on disposition of lease vehicles and operating lease revenues. Honda estimates that by applying Japanese yen exchange rates of the previous fiscal year to the current fiscal year, sales revenue for the year would have increased by approximately ¥245.6 billion, or 11.6%, compared to the increase as reported of ¥242.1 billion, which includes negative foreign currency translation effects. Sales revenue including intersegment sales increased by ¥242.7 billion, or 11.4%, to ¥2,380.0 billion from the previous fiscal year.

Operating costs and expenses increased by ¥202.8 billion, or 10.5%, to ¥2,144.0 billion from the previous fiscal year. Cost of sales increased by ¥200.1 billion, or 11.0%, to ¥2,026.5 billion from the previous fiscal year, due mainly to an increase in costs attributable to increased revenues on disposition of lease vehicles and operating lease revenues. Selling, general and administrative expenses increased by ¥2.7 billion, or 2.4%, to ¥117.5 billion.

Operating profit increased by ¥39.8 billion, or 20.3%, to ¥235.9 billion from the previous fiscal year, due mainly to an increase in profit attributable to increased sales revenue.

Life Creation and Other Businesses

Honda’s consolidated unit sales of power products totaled 6,301 thousand units, increased by 0.6 % from the previous fiscal year, due mainly to increased consolidated unit sales in Asia.

Sales revenue from external customers increased by ¥3.9 billion, or 1.1%, to ¥350.9 billion from the previous fiscal year, due mainly to increased consolidated unit sales in power products. Honda estimates that by applying Japanese yen exchange rates of the previous fiscal year to the current fiscal year, sales revenue for the year would have increased by approximately ¥7.8 billion, or 2.3%, compared to the increase as reported of ¥3.9 billion, which includes negative foreign currency translation effects. Sales revenue including intersegment sales increased by ¥6.0 billion, or 1.6%, to ¥377.2 billion from the previous fiscal year.

Operating costs and expenses increased by ¥13.6 billion, or 3.6%, to ¥388.1 billion from the previous fiscal year. Cost of sales increased by ¥13.8 billion, or 4.8%, to ¥301.1 billion, due mainly to an increase in costs attributable to increased consolidated unit sales in Life creation business. Selling, general and administrative expenses decreased by ¥4.8 billion, or 7.8%, to ¥56.5 billion. Research and development expenses increased by ¥4.6 billion, or 17.8%, to ¥30.5 billion from the previous fiscal year.

Operating loss was ¥10.9 billion, an increase of ¥7.5 billion from the previous fiscal year, due mainly to an increase in research and development expenses as well as negative foreign currency effects. In addition, operating loss of aircraft and aircraft engines included in the Power product and other businesses segment was ¥40.2 billion, an improvement of ¥1.6 billion from the previous fiscal year.

Japan

Honda’s consolidated unit sales in Life creation business operations in Japan increased 12.0 % from the previous fiscal year to 336 thousand units in fiscal year 2019 mainly due to an increase in sales of OEM engines* and other factors.

^*	OEM (Original Equipment Manufacturer) engines: refers to engines installed on products sold under a third-party brand.

North America

Honda’s consolidated unit sales in North America increased 1.2% from the previous fiscal year to 3,049 thousand units in fiscal year 2019 mainly attributable to an increase in sales of OEM engines, despite a decline in sales of generators.

Europe

Honda’s consolidated unit sales in Europe decreased 3.7% from the previous fiscal year to 984 thousand units in fiscal year 2019 mainly due to decreases in sales of lawnmowers and trimmers.

Asia

Honda’s consolidated unit sales in Asia increased 3.1% from the previous fiscal year to 1,559 thousand units in fiscal year 2019. This was mainly due to an increase in sales of OEM engines.

Other Regions

Honda’s consolidated unit sales in Other Regions (including South America, the Middle East, Africa, Oceania and other areas) decreased 10.3% from the previous fiscal year to 373 thousand units in fiscal year 2019 mainly due to a decline in sales of lawnmowers.

Geographical Information

Japan

In Japan, sales revenue from domestic and export sales increased by ¥367.6 billion, or 8.2%, to ¥4,848.3 billion from the previous fiscal year, due mainly to increased sales revenue in all business operations. Operating profit decreased ¥86.9 billion, or 100.0%, from the previous fiscal year, due mainly to the impact to Europe related to changes of the global automobile production network and capability as well as an increase in research and development expenses, which was partially offset by decreased selling, general and administrative expenses.

North America

In North America, where the United States is the principal market, sales revenue increased by ¥439.3 billion, or 5.1%, to ¥9,023.9 billion from the previous fiscal year, due mainly to increased sales revenue in the Automobile business and Financial services business. Operating profit increased by ¥21.2 billion, or 7.6%, to ¥299.7 billion from the previous fiscal year, due mainly to the loss related to the settlement of multidistrict class action litigation in the previous fiscal year and continuing cost reduction, which was partially offset by increased selling, general and administrative expenses.

Europe

In Europe, sales revenue increased by ¥10.2 billion, or 1.1%, to ¥927.4 billion from the previous fiscal year, due mainly to increased sales revenue in the Motorcycle business. Operating loss was ¥6.6 billion, a decrease of 22.4 billion from the previous fiscal year, due mainly to the impact to Europe related to changes of the global automobile production network and capability, which was partially offset by continuing cost reduction.

Asia

In Asia, sales revenue increased by ¥51.2 billion, or 1.2%, to ¥4,272.2 billion from the previous fiscal year, due mainly to increased sales revenue in Motorcycle business, which was partially offset by negative foreign currency effects. Operating profit totaled to ¥404.2 billion basically unchanged from the previous fiscal year, due mainly to continuing cost reduction as well as an increase in profit attributable to increased sales revenue and model mix, which was partially offset by increased selling, general and administrative expenses.

Other Regions

In Other Regions, sales revenue decreased by ¥73.0 billion, or 8.7%, to ¥764.4 billion from the previous fiscal year, due mainly to negative foreign currency effects, which was partially offset by increased sales revenue

in the Motorcycle business and Automobile business. Operating profit decreased by ¥21.2 billion, or 48.4%, to ¥22.6 billion from the previous fiscal year, due mainly to negative foreign currency effects, which was partially offset by continuing cost reduction.

Application of Critical Accounting Policies

Critical accounting policies are those which require us to apply the most difficult, subjective or complex judgments, often requiring us to make estimates about the effect of matters that are inherently uncertain and which may change in subsequent periods, or for which the use of different estimates that could have reasonably been used in the current period would have had a material impact on the presentation of our financial position and results of operations. Further changes in the economic environment surrounding us, effects by market conditions, effects of currency fluctuations or other factors have combined to increase the uncertainty inherent in such estimates and assumptions.

As of the date of this report, although it is difficult to reasonably predict the severity and duration of the spread of COVID-19, we accounted for estimates using assumptions where corporate economic activities restart and market gradually recovers as the spread of COVID-19 slows down, based upon the information available. As uncertainties in market trend and economic conditions may remain persistent considering duration of the spread of COVID-19 and countermeasures taken by each country and region, actual results in any future periods could differ materially from the estimates.

The following is not intended to be a comprehensive list of all our accounting policies. Our significant accounting policies are described in note “(3) Significant Accounting Policies” to the accompanying consolidated financial statements.

We have identified the following critical accounting policies with respect to our financial presentation.

Product Warranty

We warrant our products for specific periods of time. We also provide specific warranty programs, including product recalls, as needed. Product warranties vary depending upon the nature of the product, the geographic location of their sales and other factors.

We recognize costs for general warranties on products we sell and for specific warranty programs, including product recalls. We recognize general estimated warranty costs at the time products are sold to customers. We also recognize 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. Estimated warranty costs are provided 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. Our products contain certain parts manufactured by third party suppliers that typically warrant these parts.

We believe our provision for product warranties is a “critical accounting estimate” because changes in the calculation can materially affect profit for the year attributable to owners of the parent, and require us to estimate the frequency and amounts of future claims, which are inherently uncertain.

Our policy is to continuously monitor warranty cost accruals to determine the adequacy of the accrual. Therefore, warranty expense accruals are maintained at an amount we deem adequate to cover estimated warranty expenses.

Actual claims incurred in the future may differ from the original estimates, which may result in material revisions to the warranty expense accruals.

The changes in the provision for those product warranties and sales revenue for the years ended March 31, 2018, 2019 and 2020 are as follows:


	Yen (millions)
	2018			2019			2020
Provisions for product warranties
Balance at beginning of year	¥	520,130		¥	457,596		¥	458,482

Effect of changes in accounting policy	¥	—		¥	(4,536	)	¥	—

Adjusted balance at beginning of year	¥	520,130		¥	453,060		¥	458,482

Provision^*	¥	219,575		¥	247,194		¥	212,275
Write-offs		(239,903	)		(231,230	)		(250,522	)
Reversal		(30,022	)		(17,596	)		(26,843	)
Exchange differences on translating foreign operations		(12,184	)		7,054			(12,703	)

Balance at end of year	¥	457,596		¥	458,482		¥	380,689

Sales revenue	¥	15,361,146		¥	15,888,617		¥	14,931,009

^*	Provisions for product warranties accrued during the period for the years ended March 31, 2018, 2019 and 2020 are ¥219.5 billion, ¥247.1 billion and ¥212.2 billion, respectively, due mainly to the future warranty costs for product recalls in the Automobile business.

Credit Losses

Our finance subsidiaries provide retail lending and leasing to customers and wholesale financing to dealers primarily to support sales of our products. Honda includes retail and finance lease receivables (“consumer finance receivables”) derived from those services in receivables from financial services, and operating leases are classified as equipment on operating leases. Honda also includes wholesale receivables in receivables from financial services.

Credit losses are an expected cost of extending credit. The majority of the credit risk is with consumer financing. Credit risk on consumer finance receivables can be affected by general economic conditions. Adverse changes such as a rise in unemployment can increase the likelihood of defaults. Declines in used vehicle prices can reduce the amount of recoveries on repossessed collateral. Exposure to credit risk on consumer finance receivables is managed by monitoring and adjusting underwriting standards, which affect the level of credit risk that is assumed, pricing contracts for expected losses, and focusing collection efforts to minimize losses.

Our finance subsidiaries are also exposed to credit risk on equipment on operating leases. A portion of our finance subsidiaries’ operating leases are expected to terminate prior to their scheduled maturities when lessees default on their contractual obligations. Losses are generally realized upon the disposition of the repossessed operating lease vehicles. The factors affecting credit risk on operating leases and management of the risk are similar to that of consumer finance receivables.

Credit risk on dealer finance receivables is affected primarily by the financial strength of the dealers within the portfolio, the value of collateral securing the financings, and economic factors that could affect the creditworthiness of dealers. Exposure to credit risk in dealer financing is managed by performing comprehensive reviews of dealers prior to establishing financing arrangements and monitoring the payment performance and creditworthiness of dealers with existing financing arrangements on an ongoing basis.

The allowance for credit losses is management’s estimate of expected credit loss on receivables from financial services. Our finance subsidiaries evaluate these estimates, at minimum, on a quarterly basis.

The allowance for credit losses is measured at amounts according to the three-stage expected credit loss (ECL) model:

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

Lifetime ECL represents ECL that results from all possible default events over the expected life of a financial asset. 12-month ECL is the portion of lifetime ECL that results from default events that are possible within 12 months after the reporting date. ECL is a probability-weighted estimate of the difference between the contractual cash flows and the cash flows that the entity expects to receive, discounted at the original effective interest rates.

To determine whether credit risk has increased significantly, consumer finance receivables are assessed both individually and collectively. Individual assessments are based on delinquencies. Consumer finance receivables 30 days or greater past due have historically experienced increased default rates and therefore are considered to have a significant increase in credit risk. Collective assessments are performed for groups of consumer finance receivables with shared risk characteristics such as the period of initial recognition, collateral type, original term, and credit score considering relative changes in expected default rates since initial recognition. Dealer finance receivables are assessed at the individual dealership level to determine whether credit risk has increased significantly considering payment performance and other factors such as changes in the financial condition of the dealership and compliance with debt covenants.

Our definition of default on receivables from financial services varies depending on internal risk management practices of each of our finance subsidiaries. Our most significant finance subsidiary located in the United States considers delinquencies of 60 days past due to be in default. Collection efforts on consumer finance receivables are escalated after becoming 60 days past due including repossession of the underlying vehicles if it has been determined that the borrower is unable to perform on their obligations. Defaulted consumer finance receivables are considered to be credit-impaired. Dealer finance receivables are considered to be credit-impaired when there is evidence we will be unable to collect all amounts due in accordance with the original contractual terms including significant financial difficulty of the dealership, a breach of contract, such as a default or delinquency, or bankruptcy.

At the finance subsidiary in the United States, the estimated uncollectible portion of consumer finance receivables are written-off at 120 days past due or upon repossession of the underlying vehicle. Although various statutory regulations limit the length of time and circumstances when enforcement activities can be taken, in general, the outstanding contractual balances continue to be subject to enforcement activities for several years after write-offs. The portion of outstanding contractual balances that is estimated to be uncollectible reflects our expectations of collections from enforcement activities. Dealer finance receivables are written-off when there is no reasonable expectation of recovery.

At the finance subsidiary in the United States, ECL of consumer finance receivables is measured for groups of financial assets with shared risk characteristics by reflecting historical results, current conditions, and forward-looking factors such as unemployment rates, used vehicles prices, and consumer debt service burdens. Estimated losses on operating leases due to early terminations are also measured collectively, using estimation techniques similar to those applied for consumer finance receivables.

We believe our allowance for credit losses and impairment losses on operating leases is a “critical accounting estimate” because it requires significant judgment about inherently uncertain items. Our finance

subsidiaries regularly review the adequacy of the allowance for credit losses and impairment losses on operating leases. The estimates are based on information available at the end of each reporting period. However, actual losses may differ from the original estimates as a result of actual results varying from those assumed in our estimates.

As an example of the sensitivity of the allowance calculation, the following scenario demonstrates the impact that a deviation in one of the primary factors estimated as part of our allowance calculation would have on the remeasurement and allowance for credit losses. If we had experienced a 10% increase in write-offs during fiscal year 2020, the remeasurement for fiscal year 2020 and the allowance balance at the end of fiscal year 2020 would have increased by approximately ¥9.6 billion and ¥6.3 billion, respectively. Note that this sensitivity analysis may be asymmetric and is specific to the base conditions in fiscal year 2020.

Additional Narrative of the Change in Credit Loss

The following tables summarize our allowance for credit losses on receivables from financial services:


	Yen (millions)
For the year ended March 31, 2018	Retail			Finance lease			Wholesale			Total
Allowance for credit losses
Balance at beginning of year	¥	28,867		¥	809		¥	1,823		¥	31,499

Provision	¥	36,037		¥	214		¥	336		¥	36,587
Write-offs		(39,478	)		(299	)		(271	)		(40,048	)
Recoveries		8,368			50			13			8,431
Exchange differences on translating foreign operations		(1,718	)		47			5			(1,666	)

Balance at end of year	¥	32,076		¥	821		¥	1,906		¥	34,803

Ending balance of receivables from financial services	¥	4,187,420		¥	165,156		¥	651,141		¥	5,003,717
Average balance of receivables from financial services	¥	4,283,938		¥	178,083		¥	608,199		¥	5,070,220
Net write-offs as a % of average balance of receivables from financial services		0.73	%		0.14	%		0.04	%		0.62	%
Allowance as a % of ending balance of receivables from financial services		0.77	%		0.50	%		0.29	%		0.70	%


	Yen (millions)
For the year ended March 31, 2019	Retail			Finance lease			Wholesale			Total
Allowance for credit losses
Balance at beginning of year	¥	32,076		¥	821		¥	1,906		¥	34,803

Effect of changes in accounting policy	¥	4,599		¥	—		¥	—		¥	4,599

Adjusted balance at beginning of year	¥	36,675		¥	821		¥	1,906		¥	39,402

Remeasurement	¥	33,873		¥	92		¥	755		¥	34,720
Write-offs		(30,986	)		(125	)		153			(30,958	)
Exchange differences on translating foreign operations		198			(58	)		(101	)		39

Balance at end of year	¥	39,760		¥	730		¥	2,713		¥	43,203

Ending balance of receivables from financial services	¥	4,602,848		¥	142,855		¥	712,214		¥	5,457,917
Average balance of receivables from financial services	¥	4,462,772		¥	150,766		¥	661,846		¥	5,275,384
Write-offs as a % of average balance of receivables from financial services		0.69	%		0.08	%		(0.02	)%		0.59	%
Allowance as a % of ending balance of receivables from financial services		0.86	%		0.51	%		0.38	%		0.79	%


	Yen (millions)
For the year ended March 31, 2020	Retail			Finance lease			Wholesale			Total
Allowance for credit losses
Balance at beginning of year	¥	39,760		¥	730		¥	2,713		¥	43,203

Remeasurement	¥	54,833		¥	142		¥	1,905		¥	56,880
Write-offs		(31,436	)		(130	)		(1,784	)		(33,350	)
Exchange differences on translating foreign operations		(2,916	)		(52	)		(297	)		(3,265	)

Balance at end of year	¥	60,241		¥	690		¥	2,537		¥	63,468

Ending balance of receivables from financial services	¥	4,440,364		¥	125,958		¥	666,992		¥	5,233,314
Average balance of receivables from financial services	¥	4,552,643		¥	132,568		¥	651,139		¥	5,336,350
Write-offs as a % of average balance of receivables from financial services		0.69	%		0.10	%		0.27	%		0.62	%
Allowance as a % of ending balance of receivables from financial services		1.36	%		0.55	%		0.38	%		1.21	%

Honda has adopted IFRS 9 issued in July 2014 with a date of initial application of April 1, 2018. Comparative amounts for the year ended March 31, 2018 represent the allowance for credit losses under previous accounting policies. Details of previous accounting policies are described in “(j) Impairment” of note “(3) Significant Accounting Policies” to the accompanying consolidated financial statements.

The following table provides information related to losses on operating leases due to customer defaults:


	Yen (millions)
	2018		2019		2020
Remeasurement for credit losses on past due lease payments under operating leases	¥	3,437	¥	4,436	¥	3,046
Impairment losses on operating leases due to early termination	¥	11,911	¥	11,217	¥	36,037

Fiscal Year 2020 Compared with Fiscal Year 2019

The remeasurement for credit losses on receivables from financial services for the fiscal year ended March 31, 2020 increased by ¥22.1 billion, or 63.8%, from the fiscal year ended March 31, 2019. Write-offs of receivables from financial services for the fiscal year ended March 31, 2020 increased by ¥2.3 billion, or 7.7%, from the fiscal year ended March 31, 2019.

Impairment losses on operating leases due to early termination for the fiscal year ended March 31, 2020 increased by ¥24.8 billion, or 221.3%, from the fiscal year ended March 31, 2019.

The increase in the remeasurement for credit losses and impairment losses on operating leases due to early termination is primarily due to an increase in credit risk by estimated impact of the spread of COVID-19 in our North American finance subsidiaries. As a result of the spread of COVID-19, the economy is experiencing a deterioration resulting in an adverse change in forward-looking factors such as unemployment rates and used vehicles prices. An adverse change in forward-looking factors has resulted in an increase in credit risk in our North American finance subsidiaries.

The increase in write-offs was primarily attributable to higher default frequencies of retail loans for consumers with higher credit risk and those loans of used vehicles in our North American finance subsidiaries.

Fiscal Year 2019 Compared with Fiscal Year 2018

The remeasurement for credit losses on receivables from financial services for the fiscal year ended March 31, 2019 decreased by ¥1.8 billion, or 5.1%, from the provision for fiscal year ended March 31, 2018. Net write-offs of receivables from financial services for the fiscal year ended March 31, 2019 decreased by ¥0.6 billion, or 2.1%, from the fiscal year ended March 31, 2018. The decrease in the remeasurement for credit losses and net write-offs was attributable to foreign currency translation effects in our finance subsidiary in Other Regions.

Although the actual impairment losses on operating leases due to early termination we realized during the fiscal year ended March 31, 2019 continued to increase compared to prior years, the rate of increase has slowed. As a result, impairment losses on operating leases due to early termination for the fiscal year ended March 31, 2019 decreased by ¥0.6 billion, or 5.8%, from the fiscal year ended March 31, 2018.

Losses on Lease Residual Values

Our finance subsidiaries in North America determine contractual residual values of lease vehicles at lease inception based on expectations of end of term used vehicle values, taking into consideration external industry data and our own historical experience. Lease customers have the option at the end of the lease term to return the vehicle to the dealer or to buy the vehicle for the contractual residual value (or if purchased prior to lease maturity, for the outstanding contractual balance). Returned lease vehicles can be purchased by the grounding dealer for the contractual residual value (or if purchased prior to lease maturity, for the outstanding contractual balance) or a market based price. Returned lease vehicles that are not purchased by the grounding dealers are sold through online and physical auctions. We are exposed to risk of loss on the disposition of returned lease vehicles when the proceeds from the sale of the vehicles are less than the contractual residual values at the end of the lease term.

We assess our estimates for end of term market values of lease vehicles, at minimum, on a quarterly basis. The primary factors affecting the estimates are the percentage of leased vehicles that we expect to be returned by the lessee at the end of lease term and expected loss severities. Factors considered in this evaluation include, among other factors, economic conditions, historical trends, and market information on new and used vehicles.

For operating leases, adjustments to estimated residual values are made on a straight-line basis over the remaining term of the lease and are recognized as depreciation expense. For finance leases, if there is an objective evidence that recognition of losses on lease residual values is needed, downward adjustments for declines in estimated residual values are recognized as a loss on lease residual values in the period in which the estimate changed.

We also review our equipment on operating leases for impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. If impairment conditions are met, impairment losses are measured by the amount carrying values exceed their recoverable amounts.

We believe that our estimated losses on lease residual values and impairment losses are a “critical accounting estimate” because it is highly susceptible to market volatility and requires us to make assumptions about future economic trends and lease residual values, which are inherently uncertain. We believe that the assumptions used are appropriate. However, actual losses incurred may differ from original estimates as a result of actual results varying from those assumed in our estimates.

If future auction values for all Honda and Acura vehicles in our North American operating lease portfolio as of March 31, 2020 were to decrease by approximately ¥10,000 per unit from our present estimates, holding all other assumptions constant, the total impact would be an increase in depreciation expense by approximately ¥7.5 billion, which would be recognized over the remaining lease terms. Similarly, if future return rates for our existing portfolio of all Honda and Acura vehicles were to increase by one percentage point from our present estimates, the total impact would be an increase in depreciation expense by approximately ¥1.4 billion, which would be recognized over the remaining lease terms. Note that this sensitivity analysis may be asymmetric and is specific to the base conditions in fiscal year 2020. Also, declines in auction values are likely to have a negative effect on return rates which could affect the sensitivities.

Post-employment Benefits

We have various pension plans covering substantially all of our employees in Japan and certain employees in foreign countries. Defined benefit obligations and defined benefit costs are based on assumptions of many factors, including the discount rate and the rate of salary increase. The discount rate is determined by reference to market yields at the end of the reporting period on high quality corporate bonds that is consistent with the currency and estimated term of the post-employment benefit obligations. The rate of salary increase reflects our actual experience as well as near-term outlook. Our assumed discount rate and rate of salary increase for Japanese plans as of March 31, 2020 were 0.6% and 1.6%, respectively. Our assumed discount rate and rate of salary increase for foreign plans as of March 31, 2020 were 2.5 - 3.8% and 2.0 - 2.8%, respectively.

We believe that the accounting estimates related to our pension plans are a “critical accounting estimate” because changes in these estimates can materially affect our financial position and results of operations.

We believe that the assumptions currently used are appropriate. However, changes in assumptions could affect our defined benefit costs and obligations, including our cash requirements to fund such obligations in the future. Actual results may differ from our assumptions, and the difference is recognized in other comprehensive income when it is incurred and reclassified immediately to retained earnings.

For information on the effect of change in the assumed discount rate on our defined benefit obligations, see “4) Sensitivity analysis” of note “(18) Employee Benefits” to the accompanying consolidated financial statements.

Deferred Tax Assets

We consider the probability that a portion of or all of the deductible temporary differences, carryforward of unused tax losses and carryforward of unused tax credit can be utilized against future taxable profits in the

recognition of deferred tax assets. In assessing recoverability of deferred tax assets, we consider the scheduled reversal of deferred tax liabilities, projected future taxable profit and tax planning strategies.

We believe that our accounting for the deferred tax assets is a “critical accounting estimate” because it requires us to evaluate and assess the probability of future taxable profit and our business plan, which are inherently uncertain.

Based upon the level of historical taxable profit and projections for future taxable profit over the periods for which the deferred tax assets are deductible, we believe it is probable that we will utilize the benefits of these deferred tax assets as of March 31, 2019 and 2020. Uncertainty of estimates of future taxable profit could increase due to changes in the economic environment surrounding us, effects by market conditions, effects of currency fluctuations or other factors.

New Accounting Pronouncements Not Yet Adopted

For a description of new accounting pronouncements not yet adopted, see “(e) New Accounting Standards and Interpretations Not Yet Adopted” of note “(2) Basis of Preparation” to the accompanying consolidated financial statements.

B. Liquidity and Capital Resources

Overview of Capital Requirements, Sources and Uses

The policy of Honda is to support its business activities by maintaining sufficient capital resources, a sufficient level of liquidity and a sound balance sheet.

Honda’s main business is the manufacturing and sale of motorcycles, automobiles and power products. To support this business, Honda also funds financial programs for customers and dealers.

Honda requires working capital mainly to purchase parts and raw materials required for production, as well as to maintain inventory of finished products and cover receivables from dealers and for providing financial services. Honda also requires funds for capital expenditures, mainly to introduce new models, upgrade, rationalize and renew production facilities, as well as to expand and reinforce sales and R&D facilities.

Honda meets its working capital requirements primarily through cash generated by operations, bank loans, corporate bonds and commercial paper. Honda believes that its working capital is sufficient for the Company’s present requirements. The year-end balance of liabilities associated with the Company and its subsidiaries’ funding for non-Financial services businesses was ¥532.0 billion as of March 31, 2020. In addition, the Company’s finance subsidiaries fund financial programs for customers and dealers primarily from medium-term notes, bank loans, securitization of finance receivables and equipment on operating leases, commercial paper and corporate bonds. The year-end balance of liabilities associated with these finance subsidiaries’ funding for Financial services business was ¥ 7,002.4 billion as of March 31, 2020.

There are no material seasonal variations in Honda’s borrowing requirements.

Cash Flows

Fiscal Year 2020 Compared with Fiscal Year 2019

Consolidated cash and cash equivalents on March 31, 2020 increased by ¥178.2 billion from March 31, 2019, to ¥2,672.3 billion. The reasons for the increases or decreases for each cash flow activity, when compared with the previous fiscal year, are as follows:

Net cash provided by operating activities amounted to ¥979.4 billion of cash inflows. Cash inflows from operating activities increased by ¥203.4 billion compared with the previous fiscal year, due mainly to a decrease in receivables from financial services, despite increased payments for parts and raw materials.

Net cash used in investing activities amounted to ¥619.4 billion of cash outflows. Cash outflows from investing activities increased by ¥41.9 billion compared with the previous fiscal year, due mainly to increased payments for additions to and internally developed intangible assets as well as decreased proceeds from sales and redemptions of other financial assets, which was partially offset by decreased payments for additions to property, plant and equipment.

Net cash used in financing activities amounted to ¥87.4 billion of cash outflows. Cash outflows from financing activities increased by ¥110.3 billion compared with the previous fiscal year, due mainly to increased repayments of financing liabilities as well as purchases of treasury stock.

Fiscal Year 2019 Compared with Fiscal Year 2018

Consolidated cash and cash equivalents on March 31, 2019 increased by ¥237.6 billion from March 31, 2018, to ¥2,494.1 billion. The reasons for the increases or decreases for each cash flow activity, when compared with the previous fiscal year, are as follows:

Net cash provided by operating activities amounted to ¥775.9 billion of cash inflows. Cash inflows from operating activities decreased by ¥211.6 billion compared with the previous fiscal year, due mainly to an increase in payments for parts and raw materials, which was partially offset by an increase in cash received from customers.

Net cash used in investing activities amounted to ¥577.5 billion of cash outflows. Cash outflows from investing activities decreased by ¥37.5 billion compared with the previous fiscal year, due mainly to an increase in proceeds from sales and redemptions of other financial assets.

Net cash provided by financing activities amounted to ¥22.9 billion of cash inflows. Cash inflows from financing activities increased by ¥197.2 billion compared with the previous fiscal year, due mainly to an increase in proceeds from financing liabilities, which was partially offset by an increase in repayments of financing liabilities.

Liquidity

The ¥2,672.3 billion in cash and cash equivalents as of March 31, 2020 is mainly denominated in U.S. dollars and in Japanese yen, with the remainder denominated in other currencies.

Honda’s cash and cash equivalents as of March 31, 2020 corresponds to approximately 2.1 months of sales revenue, and Honda believes it has sufficient liquidity for its business operations.

At the same time, Honda is aware of the possibility that various factors, such as recession-induced market contraction and financial and foreign exchange market volatility, may adversely affect liquidity. For this reason, finance subsidiaries that carry total short-term borrowings of ¥1,140.0 billion have committed lines of credit equivalent to ¥1,084.9 billion that serve as alternative liquidity for the commercial paper issued regularly to replace debt. Honda believes it currently has sufficient credit limits, extended by prominent international banks, as of the date of the filing of Honda’s Form 20-F.

Honda’s financing liabilities as of March 31, 2020 are mainly denominated in U.S. dollars, with the remainder denominated in Japanese yen and in other currencies. For further information regarding financing liabilities, see note “(15) Financing Liabilities” and “(25) Financial Risk Management” to the accompanying consolidated financial statements.

Honda’s short- and long-term debt securities are rated by credit rating agencies, such as Moody’s Investors Service, Inc., Standard & Poor’s Rating Services, and Rating and Investment Information, Inc. The following table shows the ratings of Honda’s unsecured debt securities by Moody’s, Standard & Poor’s and Rating and Investment Information as of March 31, 2020.


	Credit ratings for
	Short-term unsecured debt securities		Long-term unsecured debt securities
Moody’s Investors Service		P-2		A3
Standard & Poor’s Rating Services		A-1		A
Rating and Investment Information		a-1+		AA

The above ratings are based on information provided by Honda and other information deemed credible by the rating agencies. They are also based on the agencies’ assessment of credit risk associated with designated securities issued by Honda. Each rating agency may use different standards for calculating Honda’s credit rating, and also makes its own assessment. Ratings can be revised or nullified by agencies at any time. These ratings are not meant to serve as a recommendation for trading in or holding Honda’s unsecured debt securities.

C. Research and Development

The Company and its consolidated subsidiaries use the most-advanced technologies and conduct R&D activities with the goal of creating distinctive products that are internationally competitive. Product-related R&D is conducted mainly by the Company, Honda R&D Co., Ltd., and Honda R&D Americas, Inc. R&D on production technologies centers around Honda Engineering Co., Ltd. in Japan and Honda Engineering North America, Inc. in the United States. All of these entities work in close association with our other entities and businesses in their respective regions. In the fiscal year ended March 31, 2020, the Company and the motorcycle development division of Honda R&D Co., Ltd. were integrated with an aim to transition from the current structure where sales, development, manufacturing and procurement divisions operate independently to a new structure where each process of planning and concept making, development, launch and mass-production of a new product are coordinated closely.

A portion of the R&D expenditures at the Company and its consolidated subsidiaries has been capitalized, and recorded as intangible assets. For details regarding R&D expenses recognized in the consolidated statements of income, see note “(21) Research and Development” to the accompanying consolidated financial statements.

R&D activities by segment are as follows.

Motorcycle Business

In the Motorcycle business, Honda is engaged in research and development with the policy of ‘maximizing the organizational climate of self-challenge and forming a Mono-zukuri (the art of making things) team capable of continually creating products that delight our customers by overcoming changes in the business environment and offering reasonable prices.’

Among major technological achievements, in June 2019 we adopted the Honda Enhanced Smart Power (eSP) environmental engine that complies with the new Bharat Stage VI (BS6) emission standard, for the first time in an Indian model of the Activa series, a key series supporting Honda’s motorcycle business as the leading model in the Indian market. Honda developed the world’s first tumble flow technology through integrated die-casting process. It produces tumble flow by optimizing inlet port shape and using reverse flow phenomenon, without adding additional components. These technologies, along with the Programmed Fuel Injection (PGM-FI) and the Idling Stop System, deliver 10% more mileage compared to existing models.

Likewise, in June 2019 we developed a new frame, enhanced Smart Architecture Frame (eSAF), which was used in the Genio for the Indonesian market. The new frame eSAF is at least 8% lighter than conventional frames while increasing rigidity, through such means as using high-tensile materials and optimized the cross-section shape. This contributes to a smooth drive and extremely comfortable ride. We will sequentially adopt the eSAF for other models on a rolling basis.

Additionally, in March 2020 we launched the CBR1000RR-R FIREBLADE and CBR1000RR-R FIREBLADE SP. The CBR1000RR-R FIREBLADE is the top flagship of the CBR series, using advanced electronic control technologies to support sports riding. It continues the pursuit of ‘Total Control—maximizing the joy of riding’ that we have followed since the maiden model CBR900RR, while also combining body packaging pursuing maneuverability with a high-output power unit providing excellent output characteristic control, in order to fully utilize the advanced performance on the track and in races.

In December 2019, we announced the BENLY e: business-use electric scooters. The BENLY e: models were developed as business-use electric scooters while giving consideration to user-friendliness in use for various pick-up/delivery services, featuring a large and flat rear deck and a reverse assist function to increase user convenience in case the scooter needs to be turned around to face the opposite direction in a narrow space or on an inclined surface. BENLY e: models are powered by two units of the Honda Mobile Power Pack detachable battery. In addition to outstanding environmental performance, which can be achieved only by clean and quiet electric mobility products, BENLY e: models demonstrate powerful and smooth starting and hill climbing performance even when carrying cargo. They began service for postal delivery in January 17, 2020.

R&D expenditures in this segment incurred during the fiscal years ended March 31, 2018, 2019 and 2020 were ¥79.4 billion, ¥85.1 billion and ¥83.6 billion, respectively.

Automobile Business

In the Automobile business, Honda is engaged in research and development under the policies of ‘aim for research laboratories that are one step ahead,’ ‘change awareness and behavior in times of industry revolution’ and ‘pursue value from the perspective of the customer and continue to create high quality products with high quality working methods toward realizing Honda’s vision for 2030.’

Among major technological achievements, in February 2020 we launched the new FIT compact car model. The new FIT offers four dimensions of comfort: (1) ‘Comfortable view’ which provides peace of mind to its occupants; (2) ‘Seating comfort’ of both front and rear seats which makes even long driving less tiring for all occupants; (3) ‘Ride comfort’ achieved by Honda’s original e:HEV hybrid system, which is equipped in the compact car for the first time; and (4) ‘Usability’ which supports comfortable mobility for all occupants, featuring various storage spaces laid out based on earnest considerations of how occupants see things and move inside the vehicle, and sufficient cargo space capacity.

The all-new FIT became the first model sold in Japan equipped with the Honda CONNECT on-board communication module developed exclusively for Honda vehicles, and Honda began Honda Total Care Premium, a connected service which enhances customers’ comfort and peace of mind in their daily lives with cars. Honda Total Care Premium is an evolution of the Honda Total Care Emergency Support Center, which provides safe and secure service 24-7.

In August 2019, we began sales of the all-new N-WGN/N-WGN Custom mini-vehicle. The new N-WGN was developed striving for a vehicle which blends in to the daily life of each and every customer, can be used comfortably by anyone and has friendliness. All-new N-WGN features firm, yet substantial-looking surfaces which cover the entire vehicle from the front-end and doors all the way through the tailgate. While looking clean and simple, the box-shaped body hints at the spaciousness of the cabin. Together with the round headlights, the exterior design expresses a friendliness and solid sense of security which blends in to people’s daily lives. The

ground height of the cargo space floor was lowered to make it easier to load heavy or tall items. With the use of a cargo board, which comes with the vehicle, the cargo space can be divided into upper and lower areas. Multiple cargo space arrangements are possible to accommodate the different needs of customers.

Additionally, in February 2020 we launched the new ACCORD in Japan. This 10th generation of the ACCORD model has received high accolades at the global level, including winning 2018 North American Car of the Year from the North American jury of automotive journalists in January 2018, and Best Hybrid Car of the Year in January 2019 from Sina.com, a portal site boasting 230 million registered users in China. The structure of the new ACCORD was revised from the platform up, achieving a low, wide, and clean design while making a substantial step forward in the evolution of driving and interior space that are fundamental requirements of the ACCORD. The power train is equipped with Honda’s unique e:HEV hybrid system, with the powerful acceleration and smooth drive that only two motors can deliver.

In November 2019, we unveiled the new CITY compact sedan in Thailand for the first time in the world. This fifth generation in the CITY lineage has been reborn with a sporty and sharp exterior and a high-quality, functional interior design, while retaining the popular roomy interior despite being a compact sedan. While complying with the latest environmental standards, we have achieved both powerful driving that surpasses the current 1.5-liter naturally aspirated engine and outstanding fuel efficiency. After the launch of the new CITY in Thailand, we will launch it successively in other countries as well.

R&D expenditures in this segment incurred during the fiscal years ended March 31, 2018, 2019 and 2020 were ¥625.0 billion, ¥703.6 billion and ¥707.2 billion, respectively.

Life Creation and Other Businesses

In the Life creation and other businesses, Honda is engaged in research and development based on the policy of ‘creating the lifestyles of the future, taking usefulness and joy to the next level.’

Among major technological achievements, in June 2019 we added a new type to the large 4-stroke marine outboard motor, popular for their top-of-class power performance and economy, which features a newly developed Drive-By-Wire (DBW) electronic throttle control system, and announced the new BF175 model equipped with the DBW. This is the first time that the newly developed DBW has been used in Honda marine outboard engines, delivering smooth and reliable shift operation, and quick and accurate throttle operation. It also enables easy operation of up to four units installed, and the two separate communication lines make the system highly reliable.

By connecting electric mobility with energy services, Honda aims to enable freedom of movement while expanding the use of renewable energy. One of the means of achieving this is the Honda Mobile Power Pack portable battery, and we are focusing on research and development of systems that incorporate it. Honda Mobile Power Pack Exchanger can simultaneously charge multiple Mobile Power Packs, supply replacement batteries at street-corner locations to compact electric mobility users, and uses surplus power to recharge the Mobile Power Packs, in an aim to realize efficient energy utilization. Additionally, the Honda Mobile Power Pack Charge & Supply Concept, combined with Mobile Power Packs, not only provides charging for mobility, but also can be used as an emergency power source or as a permanent power supply in a wide array of lifestyle possibilities. In this way, we are striving to create new value, aiming to ‘serve people worldwide with the joy of expanding their life’s potential.’

In aircraft business, Honda has created new value with uniquely developed leading-edge technology. We have been building an operating base in order to grow our aircraft business from a long-term perspective. In August 2019, we obtained type certification for the HondaJet Elite in China, and delivered the first aircraft of this model to China in December. We also announced the installation of a medevac configuration on the HondaJet Elite, making HondaJet multi-purpose. In calendar year 2019, the HondaJet became the most delivered aircraft in the world in the small jet category for the third consecutive year, and more than around 150 aircraft are operating worldwide.

R&D expenditures in this segment during the fiscal years ended March 31, 2018, 2019 and 2020 were ¥26.2 billion, ¥31.2 and ¥30.5 billion, respectively.

Patents and Licenses

As of March 31, 2020, Honda owned more than 18,800 patents in Japan and more than 25,500 patents abroad. Honda also had applications pending for more than 7,200 patents in Japan and for more than 15,000 patents abroad. While Honda considers that, in the aggregate, Honda’s patents are important, it does not consider any one of such patents, or any related group of them, to be of such importance that the expiration or termination thereof would materially affect Honda’s business.

D. Trend Information

See Item 5.A “Operating Results” for information required by this item.

E. Off-Balance Sheet Arrangements

Loan commitments

Honda maintains unused balances on committed lines to dealers based on loan commitment contracts. The undiscounted maximum amount of this potential obligation as of March 31, 2020 was ¥63.6 billion. Although committed lines have been extended, they will not necessarily be withdrawn, as certain contracts contain terms and conditions of withdrawal that require screening of the obligor’s credit standing.

Guarantee of employee loans

As of March 31, 2020, we guaranteed ¥10.1 billion of employee bank loans for their housing costs. If an employee defaults on his/her loan payments, we are required to perform under the guarantee. The undiscounted maximum amount of our potential obligation to make future payments in the event of defaults is ¥10.1 billion. As of March 31, 2020, no amount has been accrued for any estimated losses under the obligations, as it was probable that the employees would be able to make all scheduled payments.

F. Tabular Disclosure of Contractual Obligations

The following table shows our contractual obligations as of March 31, 2020:

Contractual Obligations


	Yen (millions)
			Payments due by period
	Total		Within 1 year		1-3 years		3-5 years		Thereafter
Financing liabilities	¥	7,593,927	¥	3,341,226	¥	2,858,357	¥	1,106,303	¥	288,041
Other financial liabilities		539,159		140,326		125,857		42,049		230,927
Purchase and other commitments^*1		80,670		74,028		5,756		886		—
Contributions to defined benefit pension plans^*2		42,174		42,174		—		—		—

Total	¥	8,255,930	¥	3,597,754	¥	2,989,970	¥	1,149,238	¥	518,968

^*1	Honda had commitments for purchases of property, plant and equipment as of March 31, 2020.

^*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.

G. Safe Harbor

All information disclosed under Item 5. E and F contains “forward-looking statements” as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Such statements are based on management’s assumptions and beliefs taking into account information currently available to it. Therefore, please be advised that Honda’s actual results could differ materially from those described in these forward-looking statements as a result of numerous factors, including general economic conditions in Honda’s principal markets and foreign exchange rates between the Japanese yen and the U.S. dollar, and other major currencies, as well as other factors detailed from time to time.

Item 6. Directors, Senior Management and Employees

A. Directors and Senior Management

Effective on June 15, 2017, Honda adopted a “company with an audit and supervisory committee” corporate governance system (the “Audit and Supervisory Committee system”) under Japan’s Company Law (in which this system was newly established by its amendments effected as of May 1, 2015) upon approval on the amendments to the Articles of Incorporation relating thereto at its Ordinary General Meeting of Shareholders held on June 15, 2017. As a result of adopting the Audit and Supervisory Committee system, Honda no longer has a Board of Corporate Auditors.

For Japanese companies which employ the Audit and Supervisory Committee system, including Honda, Japan’s Company Law requires that such companies have a board of directors, which shall consist of directors who are audit and supervisory committee members and directors who are not such members, and, within the board of directors, an audit and supervisory committee, which shall consist of three or more directors. Honda’s Articles of Incorporation provide for the Board of Directors of not more than 20 Directors of whom no more than seven Directors shall be Audit and Supervisory Committee Members. Directors who are not audit and supervisory committee members and directors who are such members are separately elected by resolutions of the general meetings of shareholders. The normal term of office of a director who is an audit and supervisory committee member is two years and that of a director who is not such member is one year. Directors may serve any number of consecutive terms.

Honda’s Board of Directors appoints one President and Director and may appoint one Chairman of the Board of Directors and several Executive Vice Presidents and Directors, Senior Managing Directors and Managing Directors from among Directors who are not Audit and Supervisory Committee Members. The President represents the Company. In addition, the Board of Directors may appoint, pursuant to its resolutions, Directors who shall each represent the Company. Under the Company Law, a representative director individually has authority to represent the company generally in the conduct of its affairs. The Board of Directors has the ultimate responsibility for the administration of the affairs of the Company.

Under the Company Law, the audit and supervisory committee has the following responsibilities: (i) auditing the performance of duties by directors and preparing audit reports, (ii) determining proposals concerning the appointment and dismissal of the company’s accounting audit firm and the refusal of reappointment of the company’s accounting audit firm to be submitted to general meetings of shareholders, (iii) deciding opinions on election, dismissal or resignation of directors who are not audit and supervisory committee members, in which case the audit and supervisory committee may express its opinion at the general meeting of shareholders, and (iv) deciding opinions on compensation of directors who are not audit and supervisory committee members, in which case the audit and supervisory committee may express its opinion at the general meeting of shareholders. Not less than half of the members of the audit and supervisory committee must be outside directors. Each of the outside directors is required to meet all of the following independence requirements: the relevant person must be (1) a person who is not an 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. With respect to audit reports prepared by the audit and supervisory committee, each member of the committee may note his or her opinion in the audit report if his

or her opinion is different from the opinion expressed in the audit report. In addition, the Company is required to appoint independent certified public accountants as accounting auditors. Such independent certified public accountants have as their primary statutory duties to audit the consolidated and non-consolidated financial statements of the Company prepared in accordance with the Company Law to be submitted by the Representative Director to general meetings of shareholders and to prepare an accounting audit report thereon and to notify the contents of such report to the specified member of the audit and supervisory committee (or, if such member is not specified, any member of the committee) and the specified director in charge.

The following table provides the names of all the members of the Board of Directors (including the Audit and Supervisory Committee Members). Also the names of the operating officers (who are not concurrently the members of the Board of Directors) of the Company and the current positions held by such persons are provided below.


Name (Date of birth)	Current Positions and Biographies with Registrant	Term		Number of Shares Owned
Chairman and Director

Toshiaki Mikoshiba (November 15, 1957)	Joined Honda Motor Co., Ltd. in April 1980		*2		43,900
Toshiaki Mikoshiba (November 15, 1957)	Responsible for East Europe, the Middle & Near East and Africa for Regional Operations (Europe, the Middle & Near East and Africa), appointed in April 2008

	Executive Vice President and Director of Honda Motor Europe Ltd., appointed in April 2008

	Operating Officer of the Company, appointed in June 2008

	Responsible for Russia and CIS for Regional Operations (Europe, the Middle & Near East and Africa), appointed in June 2009

	President and Director of Honda Motor RUS LLC, appointed in August 2009

	President of Guangqi Honda Automobile Co., Ltd., appointed in April 2011

	Managing Officer of the Company, appointed in April 2014

	Chief Officer for Regional Operations (Europe Region), appointed in April 2014

	President and Director of Honda Motor Europe Ltd., appointed in April 2014

	Senior Managing Officer of the Company, appointed in April 2015

	Chief Officer for Regional Operations (North America), appointed in April 2016

	President and Director of Honda North America, Inc., appointed in April 2016


Name (Date of birth)	Current Positions and Biographies with Registrant	Term	Number of Shares Owned

	President, Chief Executive Officer and Director of American Honda Motor Co., Inc., appointed in April 2016

	In Charge of Sales and Marketing of the Company, appointed in April 2017

	Senior Managing Director, appointed in June 2017

	President, Chief Executive Officer and Director of Honda North America, Inc., appointed in April 2018

	Chairman, Chief Executive Officer and Director of Honda North America, Inc., appointed in November 2018

	Chairman, Chief Executive Officer and Director of American Honda Motor Co., Inc., appointed in November 2018

	Chairman and Director of the Company, appointed in April 2019 (presently held)

	Chairman of the Board of Directors, appointed in April 2019 (presently held)

	Director in Charge of Government and Industry Relations, appointed in April 2019 (presently held)


Name (Date of birth)	Current Positions and Biographies with Registrant	Term		Number of Shares Owned
Representative Directors

Takahiro Hachigo (May 19, 1959)	Joined Honda Motor Co., Ltd. in April 1982		*2		38,600
Takahiro Hachigo (May 19, 1959)	General Manager of Automobile Purchasing Division II for Purchasing Operations, appointed in April 2008

	Operating Officer, appointed in June 2008

	General Manager of Purchasing Division II for Purchasing Operations, appointed in April 2010

	General Manager of Suzuka Factory for Production Operations, appointed in April 2011

	Vice President and Director of Honda Motor Europe, Ltd., appointed in April 2012

	Managing Officer of Honda R&D Co., Ltd., appointed in September 2012

	President and Director of Honda R&D Europe (U.K.) Ltd., appointed in September 2012

	Representative of Development, Purchasing and Production (China) of the Company, appointed in April 2013

	Vice President of Honda Motor (China) Investment Co., Ltd., appointed in April 2013

	Vice 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 2015

	President, Chief Executive Officer and Representative Director, appointed in June 2015

	Chief Executive Officer, appointed in April 2017 (presently held)

	President and Representative Director, appointed in June 2017 (presently held)

	Director in Charge of Research & Development (Research & Development, Intellectual Property and Standardization), appointed in April 2019


Name (Date of birth)	Current Positions and Biographies with Registrant	Term		Number of Shares Owned
Seiji Kuraishi (July 10, 1958)	Joined Honda Motor Co., Ltd. in April 1982		*2		38,700
Seiji Kuraishi (July 10, 1958)	Vice President of Honda Motor (China) Investment Co., Ltd., appointed in April 2007

	Operating Officer of the Company, appointed in June 2007

	President of Dongfeng Honda Automobile Co., Ltd., appointed in January 2008

	Chief Officer for Regional Operations (China) of the Company, appointed in April 2010

	President of Honda Motor (China) Investment Co., Ltd., appointed in April 2010

	Director of the Company, appointed in June 2010

	Operating Officer and Director, appointed in April 2011

	Operating Officer, appointed in June 2011 (resigned from position as Director)

	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 (presently held)

	Chief Operating Officer, appointed in April 2017 (presently held)

	In Charge of Strategy, Business Operations and Regional Operations, appointed in April 2017

	Executive Vice President and Representative Director, appointed in June 2017 (presently held)

	Director in Charge of Strategy, Business Operations and Regional Operations, appointed in April 2019 (presently held)

	Chief Officer for Automobile Operations, appointed in April 2019


Name (Date of birth)	Current Positions and Biographies with Registrant	Term		Number of Shares Owned
Senior Managing Directors

Kohei Takeuchi (February 10, 1960)	Joined Honda Motor Co., Ltd. in April 1982		*2		27,900
Kohei Takeuchi (February 10, 1960)	General Manager of Accounting Division for Business Management Operations, appointed in April 2010

	Operating Officer, appointed in April 2011

	Chief Officer for Business Management Operations, appointed in April 2013

	Operating Officer and Director, appointed in June 2013

	Managing Officer and Director, appointed in April 2015

	Senior Managing Officer and Director, appointed in April 2016

	Chief Officer for Driving Safety Promotion Center, appointed in April 2016 (presently held)

	Chief Financial Officer (Accounting, Finance, Human Resources, Corporate Governance and IT), appointed in April 2017

	Senior Managing Director, appointed in June 2017 (presently held)

	Chief Financial Officer and Director in Charge of Finance and Administration (Accounting, Finance, Human Resources, Corporate Governance and IT), appointed in April 2019

	Compliance Officer, appointed in April 2019 (presently held)

	Chief Financial Officer and Director in Charge of Finance and Administration (Accounting, Finance, Human Resources, and Corporate Governance), appointed in April 2020 (presently held)


Name (Date of birth)	Current Positions and Biographies with Registrant	Term		Number of Shares Owned
Toshihiro Mibe (July 1, 1961)	Joined Honda Motor Co., Ltd. in April 1987		*2		19,400
Toshihiro Mibe (July 1, 1961)	Managing Officer of Honda R&D Co., Ltd., appointed in April 2012

	Operating Officer of the Company, 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 (presently held)

	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 (presently held)

	Senior Managing Director, appointed in June 2020 (presently held)

	Director in Charge of Mono-zukuri (Research & Development, Production, Purchasing, Quality, Parts, Service, Intellectual Property, Standardization and IT), appointed in June 2020 (presently held)


Name (Date of birth)	Current Positions and Biographies with Registrant	Term		Number of Shares Owned
Directors

Hiroko Koide (August 10, 1957)	Joined J. Walter Thompson Japan K.K. (currently J. Walter Thompson Japan G.K.) in September 1986		*2		300

	Joined Nippon Lever K.K. (currently Unilever Japan K.K.) in May 1993

	Director of Nippon Lever K.K., appointed in April 2001 (resigned in March 2006)

	General Manager of Marketing Management Division, Masterfoods Ltd. (currently Mars Japan Limited), appointed in April 2006

	Chief Operating Officer of Mars Japan Limited, appointed in April 2008 (resigned in August 2010)

	President and Representative Director of Parfums Christian Dior Japon K.K., appointed in November 2010 (resigned in January 2012)

	Outside Director of Kirin Co., Ltd., appointed in January 2013 (resigned in March 2018)

	Senior Vice President of Global Marketing, Newell Rubbermaid Inc. (U.S.) (currently Newell Brands Inc. (U.S.)), appointed in April 2013 (resigned in February 2018)

	Outside Director of Mitsubishi Electric Corporation, appointed in June 2016 (presently held)

	Director of Vicela Japan Co., Ltd., appointed in April 2018 (resigned in March 2019)

	Director of the Company, appointed in June 2019 (presently held)

	Outside Director of J-OIL MILLS, Inc., appointed in June 2019 (presently held)


Name (Date of birth)	Current Positions and Biographies with Registrant	Term		Number of Shares Owned

Fumiya Kokubu (October 6, 1952)	Joined Marubeni Corporation in April 1975		*2		—
Fumiya Kokubu (October 6, 1952)	Senior Managing Executive Officer of Marubeni Corporation, appointed in April 2010

	Senior Executive Vice President of Marubeni Corporation, appointed in April 2012

	Senior Executive Vice President, Member of the Board of Marubeni Corporation, appointed in June 2012

	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)


Name (Date of birth)	Current Positions and Biographies with Registrant	Term		Number of Shares Owned

Takanobu Ito (August 29, 1953)	Joined Honda Motor Co., Ltd. in April 1978		*2		51,000
Takanobu Ito (August 29, 1953)	Executive Vice President of Honda R&D Americas, Inc., appointed in April 1998

	Director of the Company, appointed in June 2000

	Senior Managing Director of Honda R&D Co., Ltd., appointed in June 2001

	Managing Director of the Company, appointed in June 2003

	Responsible for Motor Sports, appointed in June 2003

	President and Representative Director of Honda R&D Co., Ltd., appointed in June 2003

	General Supervisor for Motor Sports of the Company, appointed in April 2004

	General Manager of Suzuka Factory for Production Operations, appointed in April 2005

	Managing Officer, appointed in June 2005

	Chief Officer for Automobile Operations, appointed in April 2007

	Senior Managing Director, appointed in June 2007

	President and Representative Director of Honda R&D Co., Ltd., appointed in April 2009

	President and Representative Director of the Company, appointed in June 2009

	President, Chief Executive Officer and Representative Director, appointed in April 2011

	Chief Officer for Automobile Operations, appointed in April 2011

	Director and Advisor, appointed in June 2015 (presently held)


Name (Date of birth)	Current Positions and Biographies with Registrant	Term		Number of Shares Owned
Directors (Audit and Supervisory Committee Members)

Masahiro Yoshida (March 5, 1957)	Joined Honda Motor Co., Ltd. in April 1979		*3		45,700
Masahiro Yoshida (March 5, 1957)	Responsible for Human Resources and Associate Relations and General Manager of Human Resources Division for Business Support Operations, appointed in April 2007

	Operating Officer, appointed in June 2007

	General Manager of Hamamatsu Factory for Production Operations, appointed in April 2008

	Chief Officer for Business Support Operations, appointed in April 2010

	Director, appointed in June 2010

	Operating Officer and Director, appointed in April 2011

	Compliance Officer, appointed in April 2012

	Managing Officer and Director, appointed in April 2013

	Corporate Auditor (Full-time), appointed in June 2016

	Director (Full-time Audit and Supervisory Committee Member), appointed in June 2017 (presently held)

Masafumi Suzuki (April 23, 1964)	Joined Honda Motor Co., Ltd. in April 1987		*3		51,420
Masafumi Suzuki (April 23, 1964)	General Manager of Regional Operation Planning Office for Regional Operations (Europe, the Middle & Near East and Africa), appointed in April 2010

	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 (presently held)


Name (Date of birth)	Current Positions and Biographies with Registrant	Term		Number of Shares Owned
Hideo Takaura (June 19, 1949)	Registered as Japanese Certified Public Accountant in May 1977		*3		2,000
Hideo Takaura (June 19, 1949)	Chief Executive Officer of PricewaterhouseCoopers Aarata (currently, PricewaterhouseCoopers Aarata LLC), appointed in September 2006

	Representative Partner of PricewaterhouseCoopers Aarata, appointed in May 2009 (resigned in June 2009)

	Outside Auditor of Innovation Network Corporation of Japan (currently Japan Investment Corporation), appointed in July 2009 (presently held)

	Corporate Auditor of the Company, appointed in June 2015

	Director (Audit and Supervisory Committee Member), appointed in June 2017 (presently held)

	Outside Director of Tokyo Electric Power Company Holdings, Inc., appointed in June 2017 (presently held)

	Outside Auditor of INCJ, Ltd., appointed in September 2018 (presently held)

Mayumi Tamura (May 22, 1960)	Executive Officer, SVP and Chief Financial Officer of The Seiyu, Ltd. (currently Seiyu G.K.), appointed in June 2007		*3		2,000

	Executive Officer, SVP and Chief Financial Officer of Seiyu G.K. and Wal-Mart Japan Holdings G.K. (currently Wal-Mart Japan Holdings K.K.), appointed in May 2010 (resigned in July 2013)

	Corporate Auditor of the Company, appointed in June 2015

	Director (Audit and Supervisory Committee Member), appointed in June 2017 (presently held)

	Outside Director of Hitachi High-Technologies Corporation (currently Hitachi High-Tech Corporation), appointed in June 2017 (presently held)

	Outside Director of SHIMIZU CORPORATION, appointed in June 2019 (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		300
Kunihiko Sakai (March 4, 1954)	Public Prosecutor of Nagano District Public Prosecutors’ Office, appointed in March 1980

	Public Prosecutor of Tokyo District Public Prosecutors’ Office, appointed in March 1983

	First Secretary of Embassy of Japan in the United States of America, appointed in July 1990

	Public Prosecutor of Tokyo District Public Prosecutors’ Office, appointed in April 1994

	Senior Counsel of Minister’s Secretariat of Ministry of Justice, appointed in July 1998

	Public Prosecutor of Tokyo High Public Prosecutors’ Office and Assistant Director of Public Security Department of Tokyo District Public Prosecutors’ Office, appointed in April 2000

	Director of the United Nations Asia and Far East Institute for the Prevention of Crime and the Treatment of Offenders, appointed in April 2002

	Director of Trial Department of Tokyo High Public Prosecutors’ Office, appointed in July 2005

	Public Prosecutor of Supreme Public Prosecutors’ Office, appointed in July 2006

	Chief Public Prosecutor of Nara District Public Prosecutors’ Office, appointed in June 2007

	Director-General of General Affairs Department of Supreme Public Prosecutors’ Office, appointed in July 2008

	Director of Lay Judge Trial Department of Supreme Public Prosecutors’ Office, appointed in June 2010

	Chief Public Prosecutor of Nagoya District Public Prosecutors’ Office, appointed in October 2010

	President of Research and Training Institute of Ministry of Justice, appointed in June 2012

	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)


Name (Date of birth)	Current Positions and Biographies with Registrant	Term	Number of Shares Owned

	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 (presently held)

^*1	Directors (including Audit and Supervisory Committee Members) Ms. Hiroko Koide, Mr. Fumiya Kokubu, Mr. Hideo Takaura, Ms. Mayumi Tamura and Mr. Kunihiko Sakai are Outside Directors.

^*2

The term of office of a Director who is not a member of the Audit and Supervisory Committee is until at the close of the ordinary general meeting of shareholders of the fiscal year ending March 31, 2021 after his/her election to office at the close of the ordinary general meeting of shareholders on June 19, 2020.

^*3

The term of office of a Director who is a member of the Audit and Supervisory Committee is until at the close of the ordinary general meeting of shareholders of the fiscal year ending March 31, 2021 after his/her election to office at the close of the ordinary general meeting of shareholders on June 19, 2019.

^*4

The Company adopts an operating officer system to strengthen operations in regions and local workplaces, and implement quick and appropriate decisions. Senior Managing Officers, and Managing Officers under the operating officer system 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. The Company’s Managing Officers under the operating officer system, as voluntarily disclosed in Japan, are as follows:



Managing Officers

Michimasa Fujino		President and Director of Honda Aircraft Company, LLC

Shinji Aoyama		Chief Officer for Regional Operations (North America)

		President, Chief Executive Officer and Director of Honda North America, Inc.

		President, Chief Executive Officer and Director of American Honda Motor Co., Inc.

Noriya Kaihara		Head of Business Supervisory Unit for Automobile Operations

Mitsugu Matsukawa		President and Director of Honda of America Mfg., Inc.

Noriaki Abe		Chief Officer for Motorcycle Operations

Yasuhide Mizuno		Chief Officer for Automobile Operations

Katsushi Inoue		Chief Officer for Regional Operations (China)

		President of Honda Motor (China) Investment Co., Ltd.

		President of Honda Motor (China) Technology Co., Ltd.

Hisao Takahashi		General Manager of Mono-zukuri Center for Automobile Operations

		Director of Honda R&D Co., Ltd.

There is no family relationship between any director or operating officer and any other director or operating officer.

None of Honda’s members of the board of directors is party to a service contract with Honda or any of its subsidiaries that provides for benefits upon termination of employment.

^*5

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.

B. Compensation

The Company’s remuneration structure for the officers shall be designed with the aim of motivating them to contribute not only to short-term, but also to mid- to long-term business results, to enable the sustainable enhancement of the corporate value, and shall consist of a fixed monthly remuneration paid as compensation for the performance of their duties, an executive bonus linked to the business results for the relevant business year, and a stock compensation linked to mid- to long-term business results.

Monthly remuneration shall be paid in an amount that is suitable for attracting diverse and exceptional human resources, while taking into consideration the payment standards of other companies etc.

Executive bonuses shall be determined by a resolution of the Board of Directors taking into consideration the business results of each business year, dividends to shareholders, the standards of bonuses of employees and other matters.

Stock compensation shall be paid in the Company’s stock and money and linked to business results in the mid- to long-term based on the standards and procedures approved by the Board of Directors, so that the stock compensation functions as a sound incentive aimed at sustainable growth.

Remuneration of the executive Directors and the Operating Officers shall consist of monthly remuneration paid based on the remuneration standards approved by the Board of Directors as well as executive bonuses and stock compensation.

Remuneration paid to the outside Directors and other non-executive Directors (excluding Audit and Supervisory Committee Members) shall consist only of monthly remuneration based on remuneration standards approved by the Board of Directors.

Remuneration of the Directors who are members of the Audit and Supervisory Committee shall consist only of monthly remuneration determined by discussion among Directors who are members of the Audit and Supervisory Committee.

Regarding remuneration and other related matters, it was approved at the Ordinary General Meeting of Shareholders held on June 15, 2017 that the amount of remuneration for Directors (excluding Audit and Supervisory Committee Members) shall be no more than 1,160 million yen per year, while the remuneration for Outside Directors shall be no more than 34 million yen, and the remuneration for Directors who are Audit and Supervisory Committee Members shall be no more than 270 million per year. At the time of the approval, there were nine Directors (of which two are Outside Directors; excluding Director who are Audit and Supervisory Committee Members) and there were five Directors who belong to the Audit and Supervisory Committee.

Besides the amount of the remuneration provided above, it was approved at the Ordinary General Meeting of Shareholders held on June 14, 2018 that, for the Directors and Operating Officers who conduct business execution and who are residents of Japan, a new stock compensation scheme providing delivery or grant of shares in the Company and monetary compensation in an amount equivalent to the conversion proceeds of shares in the Company along with the dividends on shares in the Company will be introduced. The maximum amount of funds contributed by the Company was set at 3,910 million yen for the trust period (approximately three years). At the time of the approval, five Directors and 16 Operating Officers were eligible for this scheme.

The Board of Directors has the authority to determine policies relating to determination of the amount of remuneration paid to the Company’s Directors as well as the relevant calculation methods. The scope of such authority and discretionary power of the Board of Directors to determine and approve the remuneration standards as well as the amount of remuneration paid to the Directors shall be within the allowed amount of remuneration set by the Ordinary General Meeting of Shareholders. If the Board of Directors seeks to determine or change the remuneration structure or the remuneration standards for the Directors, it shall discuss the matter after hearing the opinions formed in advance by the Audit and Supervisory Committee.

In the process of determining the remuneration of Directors for this business year, changes in the remuneration standards as well as introduction of a new stock compensation scheme were approved at the meeting of the Board of Directors held on May 15, 2018. In addition, the amounts of bonus to be paid to Directors were decided at the meeting of the Board of Directors held on May 12, 2020. Furthermore, changes in the remuneration standards as well as introduction of a new stock compensation scheme were approved at the meeting of the Board of Directors on May 15, 2018, based on the opinions that the suggested change and procedures were appropriate by the Audit and Supervisory Committee Meeting held on May 9, 2018.

Remuneration of executive Directors shall consist of performance-linked remuneration and other kinds of remuneration, whose ratio will be determined as follows. If performance-linked remuneration is paid at the base amount, 50% of the total remuneration will consist of performance-linked remuneration, such as the bonus and stock compensation, and the rest 50% will consist of other kinds of remuneration.

In order to advance the Company’s sustainable growth and enhance its corporate value over the mid- to long-term by sharing common interests with the shareholders through having a shareholding in the Company, even Directors and Operating Officers who are not eligible for stock compensation shall acquire the Company’s stock by contributing a certain portion of their fixed remuneration to the Officers Shareholding Association.

Directors and Operating Officers shall continuously hold throughout their term of office and for one year after their retirement any stock of the Company acquired as stock compensation or acquired through the Officers Shareholding Association.

In addition, regarding the guideline for performance-linked remuneration, the bonus amount is determined based on the business results of each business year, dividends paid to shareholders and the standards of bonuses of employees and other factors. The guideline for stock compensation is determined based on financial indicators, such as consolidated operating margin, and the degree of growth in non-financial indicators, such as brand value and ESG (Environmental, Social and Governance).

The above guideline determining the amount of bonus is selected in order to measure the degree of contribution to corporate value for each business year and to measure the degree of achievement of corporate responsibility to shareholders and employees. The above guideline determining the amount of stock compensation is selected in order to achieve sustainable growth and enhancement of corporate value over the mid- to long term.

Regarding the amount of performance-linked remuneration, while a specific target of the guideline is not set, the amount of bonus is determined at each meeting of the Board of Directors based on the relationship between the guidelines and amounts of bonus paid in the past as well as of the current business condition and future prospects.

The amount of stock compensation is determined within the range of 50%-150% of the performance coefficient based on the degree of growth of the Company during the most recent three fiscal years and calculated using the method determined at the Board of Directors.

The total amount of fixed monthly remuneration paid to the Company’s Directors during the fiscal year ended March 31, 2020 was ¥691 million. This amount includes fixed monthly remuneration paid to two Directors and one Audit and Supervisory Committee Member who retired during the fiscal year. The amount of fixed monthly remuneration paid to the Directors includes amount of fixed monthly remuneration paid to those Directors who were also Directors or Corporate Auditors of subsidiaries of the Company.

The total amount of bonuses and stock compensation for the Company’s Directors accrued for the fiscal year ended March 31, 2020 were ¥101 million and ¥140 million, respectively.

The amounts of fixed monthly remuneration paid, bonuses and stock compensation accrued during the year ended March 31, 2020 are as follows:


	Fixed remuneration				Performance-linked remuneration								Total
	Remuneration				Bonus				Stock compensation
	Number of persons		Yen (millions)		Number of persons		Yen (millions)		Number of persons		Yen (millions)		Yen (millions)
Directors excluding Audit and Supervisory Committee Members and outside Directors		7	¥	460		4	¥	101		5	¥	140	¥	702
Outside Directors excluding Audit and Supervisory Committee Members		3		33		—		—		—		—		33
Audit and Supervisory Committee Members excluding outside Directors		2		145		—		—		—		—		145
Outside Audit and Supervisory Committee Members		4		50		—		—		—		—		50

Total		16	¥	691		4	¥	101		5	¥	140	¥	932

The amount of fixed monthly remuneration paid to Toshiaki Mikoshiba during the fiscal year ended March 31, 2020 was ¥108 million.

The amount of fixed monthly remuneration paid to Takahiro Hachigo during the fiscal year ended March 31, 2020 was ¥91 million. The amount of bonus and stock compensation for Takahiro Hachigo accrued for the fiscal year ended March 31, 2020 were ¥36 million and ¥47 million, respectively.

The amount of fixed monthly remuneration paid to Seiji Kuraishi during the fiscal year ended March 31, 2020 was ¥59 million. The amount of bonus and stock compensation for Seiji Kuraishi accrued for the fiscal year ended March 31, 2020 were ¥23 million and ¥30 million, respectively.

The Board Incentive Plan

The Company resolved to introduce a new stock compensation scheme (the “Scheme”) for Directors and Operating Officers who conduct business execution and who are residents of Japan at its Board of Directors meeting on May 15, 2018 and the 94th Ordinary General Meeting of Shareholders on June 14, 2018 (the approval at such Meeting of Shareholders, the “Shareholder Approval”). The Company resolved to introduce of Operating Executive position at its Board of Directors meeting on February 18, 2020. In addition, the Company resolved to expand the Scheme to a part of Operating Executives (hereinafter Directors, Operating Officers and a

part of Operating Executives, covered by the Scheme referred to as “Directors, Etc.”). The Scheme is a stock compensation scheme that uses a “BIP (Board Incentive Plan) trust” (a “BIP Trust”), which is similar to performance share and restricted stock compensation plans used in the United States. Under the Scheme, Directors, Etc. will be awarded and receive the Company shares and money in accordance with their positions and the degree of growth in management indicators of the Company, such as financial results and corporate value. The Scheme was introduced for the purpose of further motivating Directors, Etc. to pursue sustained improvement of corporate value of the Company in the medium to long term as well as common interests with shareholders.

The basic structure of the Scheme and the payment methods thereunder are in principle as set forth below:

The Company will entrust money within the scope prescribed in the Shareholder Approval and create a BIP Trust, beneficiaries of which are Directors Etc. who satisfy beneficiary requirements.

The BIP Trust will be an individually-operated specified trust of money other than cash trust (third party beneficiary trust). In accordance with the instructions of the trust administrator, a third party certified public accountant who has no interests in the Company, the BIP Trust will acquire the Company’s shares of common stock from the stock market using the source of the fund. The number of shares to be acquired shall be within the scope prescribed in the Shareholder Approval.

The trust agreement creating the BIP Trust is entered into effect and the Scheme is effective on August 20, 2018. During the term of the BIP Trust, which is from August 20, 2018 to August 31, 2021, the Company shall grant Directors Etc. base points determined by their positions, taking into consideration factors including work responsibilities and duties.

The trustees of the BIP Trust are Mitsubishi UFJ Trust and Banking Corporation and The Master Trust Bank of Japan, Ltd. We set ¥2,409 million as the amount of the trust money, which includes remunerations and expenses relating to maintenance of the trust. While up to 1,310,000 shares of the Company’s common stock were originally planned to be bought from the market for the purpose of this BIP Trust, 713,600 shares were actually bought for this purpose during the period from August 22, 2018 to August 31, 2018. The Company is the holder of vested rights, and the residual assets the Company can receive during the liquidation of the BIP Trust will be limited to the amount of reserve fund for maintenance of the trust. The voting rights of the shares of common stock held by the BIP Trust will not be exercised.

C. Board Practices

See Item 6.A “Directors and Senior Management” for information concerning the Company’s Directors (including Audit and Supervisory Committee Members) required by this item.

D. Employees

The following tables list the number of Honda full-time employees as of March 31, 2018, 2019 and 2020.

As of March 31, 2018


Total	Motorcycle Business	Automobile Business	Financial Services Business	Life Creation and Other Businesses
215,638	44,289	159,328	2,370	9,651

As of March 31, 2018, Honda had 215,638 full-time employees, including 150,883 local nationals employed in its overseas operations.

As of March 31, 2019


Total	Motorcycle Business	Automobile Business	Financial Services Business	Life Creation and Other Businesses
219,722	45,319	162,278	2,442	9,683

As of March 31, 2019, Honda had 219,722 full-time employees, including 153,215 local nationals employed in its overseas operations.

As of March 31, 2020


Total	Motorcycle Business	Automobile Business	Financial Services Business	Life Creation and Other Businesses
218,674	47,013	159,555	2,455	9,651

As of March 31, 2020, Honda had 218,674 full-time employees, including 151,530 local nationals employed in its overseas operations.

Most of the Company’s regular employees in Japan, except management personnel, are required by the terms of the Company’s collective bargaining agreement with its labor union to become members of the Federation of All Honda Workers’ Union (AHWU), which is affiliated with the Japan Council of the International Metalworkers’ Federation. Approximately 85% of the employees of the Company and its Japanese subsidiaries were members of AHWU as of March 31, 2020.

In Japan, basic wages are negotiated annually and the average increases in wages of the Company’s employees in the fiscal year ended March 31, 2018, 2019 and 2020 were 2.5%, 2.4% and 2.1%, respectively. In addition, in accordance with Japanese custom, each employee is paid a semi-annual bonus. Bonuses are negotiated during wage negotiations and are based on the overall performance of the Company or the applicable subsidiary in the previous year, the outlook for the current year and other factors.

The Company has had labor contracts with its labor union in Japan since 1970. These contracts are renegotiated with respect to basic wages and other working conditions. The regular employees of the Company’s Japanese subsidiaries are covered by similar contracts. Since 1957, neither the Company nor any of its subsidiaries has experienced any strikes or other labor disputes that materially affected its business activities. The Company considers labor relations with its employees to be very good.

E. Share Ownership

The total amount of the Company’s voting securities owned by its Directors (including Audit and Supervisory Committee Members) as a group as of June 19, 2020 is as follows.


Title of Class	Amount Owned	% of Class
Common Stock	321,220 shares	0.019%

The Company’s full-time employees are eligible to participate in the Honda Employee Shareholders’ Association, whereby participating employees contribute a portion of their salaries to the Association and the Association purchases shares of the Company’s Common Stock on their behalf. As of March 31, 2020, the Association owned 6,726,249 shares of the Company’s common stock.

Item 7. Major Shareholders and Related Party Transactions

A. Major Shareholders

As of March 31, 2020, 1,811,428,430 shares of Honda’s Common Stock were issued and 1,726,609,786 shares were outstanding.

The following table shows the shareholders of record that owned 5% or more of the issued shares of Honda’s Common Stock as of March 31, 2020:


Name	Shares owned (thousands)	Ownership (%)
The Master Trust Bank of Japan, Ltd. (Trust Account)	133,949	7.8
Japan Trustee Services Bank, Ltd. (Trust Account)	114,252	6.6

According to a statement on Schedule 13G (Amendment No. 16) filed by Mitsubishi UFJ Financial Group, Inc. with the SEC on February 13, 2020, Mitsubishi UFJ Financial Group, Inc. directly and indirectly held, as of December 31, 2019, 106,676,770 shares, or 6.1% of the then issued shares, of Honda’s Common Stock. According to a statement on Schedule 13G (Amendment No. 5) filed by BlackRock, Inc. with the SEC on February 5, 2020, BlackRock, Inc. directly and indirectly held, as of December 31, 2019, 102,081,823 shares, or 5.6% of the then issued shares, of Honda’s Common Stock. According to a statement on Schedule 13G (Amendment No. 3) filed by Sumitomo Mitsui Trust Holdings, Inc. with the SEC on February 12, 2020, Sumitomo Mitsui Trust Holdings, Inc. directly and indirectly held, as of December 31, 2019, 101,221,100 shares, or 5.6% of the then issued shares, of Honda’s Common Stock.

None of the above shareholders has voting rights that are different from those of our other shareholders.

ADSs representing American Depositary Shares are issued by JPMorgan Chase Bank, N.A., as Depositary. The normal trading unit is 100 American Depositary Shares. Total issued shares of Honda as of the close of business on March 31, 2020 were 1,811,428,430 shares of Common Stock, of which 53,915,262 shares represented by ADSs and 243,552,457 shares not represented by ADSs were owned by residents of the United States. The number of holders of record of the Company’s shares of Common Stock in the United States was 242 at March 31, 2020.

To the knowledge of Honda, it is not directly or indirectly owned or controlled by any other corporation, by any government, or by any other natural or legal person or persons severally or jointly. As far as is known to the Company, there are no arrangements, the operation of which may at a subsequent date, result in a change in control of the Company.

B. Related Party Transactions

Honda purchases materials, supplies and services from numerous suppliers throughout the world in the ordinary course of business, including firms with which Honda is affiliated.

During the fiscal year ended March 31, 2020, Honda had sales of ¥832.5 billion and purchases of ¥1,408.1 billion with affiliates and joint ventures accounted for using the equity method. As of March 31, 2020, Honda had receivables of ¥223.2 billion from affiliates and joint ventures, and had payables of ¥135.3 billion to affiliates and joint ventures.

Honda does not consider the amounts involved in such transactions to be material to its business.

C. Interests of Experts and Counsel

Not applicable.

Item 8. Financial Information

A. Consolidated Statements and Other Financial Information

1 – 3. Consolidated Financial Statements

Honda’s audited consolidated financial statements are included under “Item 18—Financial Statements”.

4. Not applicable.

5. Not applicable.

6. Export Sales

See “Item 4—Information on the Company—Marketing and Distribution—Overseas Sales”.

7. Legal Proceedings

Various legal proceedings are pending against us. We believe that such proceedings constitute ordinary routine litigation incidental to our business.

Honda is subject to potential liability under various lawsuits and claims. Honda recognizes a provision for loss contingencies 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. Honda reviews these pending lawsuits and claims periodically and adjusts the amounts recognized for these contingent liabilities, if necessary, by considering the nature of lawsuits and claims, the progress of the case and the opinions of legal counsel.

With respect to product liability, personal injury claims or lawsuits, Honda believes that any judgment that may be recovered by any plaintiff for general and special damages and court costs will be adequately covered by Honda’s insurance and provision. Punitive damages are claimed in certain of these lawsuits.

After consultation with legal counsel, and taking into account all known factors pertaining to existing lawsuits and claims, Honda believes that the ultimate outcome of such lawsuits and pending claims should not result in liability to Honda that would be likely to have an adverse material effect on its consolidated financial position or results of operations.

Class actions related to airbag inflators

Honda has been conducting market-based measures in relation to airbag inflators. Honda recognizes a provision for specific warranty 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. There is a possibility that Honda will need to recognize additional provisions when new evidence related to the product recalls arise, however, it is not possible for Honda to reasonably estimate the amount and timing of potential future losses as of the date of this report.

In the United States and Canada, various class action lawsuits and civil lawsuits related to the above mentioned market-based measures were filed against Honda. The plaintiffs claimed for properly functioning airbag inflators, compensation of economic losses including incurred costs and the decline in the value of vehicles, as well as punitive damages.

Most of the class action lawsuits in the United States were transferred to the United States District Court for the Southern District of Florida and consolidated into a multidistrict class action litigation. For the year ended March 31, 2018, Honda has reached a settlement with the plaintiffs of the multidistrict class action litigation in the United States. Honda recognized the settlement of ¥53,739 million as selling, general and administrative expenses, which includes funds contributed to enhance airbag inflator recall activities. The final approval of the settlement from court was completed as July 31, 2018(U.S. local time).

8. Profit Redistribution Policy

The Company strives to carry out its operations worldwide from a global perspective and to increase its corporate value. With respect to the redistribution of profits to its shareholders, which we consider to be one of the most important management issues, the Company’s basic policy is to determine such distributions after

taking into account, among others, its retained earnings for future growth and consolidated earnings performance based on a long-term perspective. With respect to dividends, the present goal is to realize a return ratio (i.e. the ratio of the total of the dividend payment to consolidated profit for the year attributable to owners of the parent) of approximately 30%.

The Company’s basic policy for dividends is to make quarterly distributions. The Company may determine dividends from surplus by a resolution of the Board of Directors.

The Company may also acquire its own shares at a timing that it deems optimal, with the goal of improving efficiency of the Company’s capital structure and implementing a flexible capital strategy.

Retained earnings will be allocated toward financing R&D activities that are essential for the future growth of the Company as well as for capital expenditures and investment programs that will expand its operations for the purpose of improving business results and maintaining the Company’s sound financial condition.

The Company determined total dividends for the year ended March 31, 2020 were ¥112 per share, an increase of ¥1 from the annual dividends paid for the year ended March 31, 2019. Quarterly dividends per share for the year ended March 31, 2020 were as follows: the first quarter ¥28, the second quarter ¥28, the third quarter ¥28, the fourth quarter ¥28 per share.

Details of Distribution of Surplus (Record dates of the fiscal year ended March 31, 2020)


	Resolution of the Board of Directors		Resolution of the Board of Directors		Resolution of the Board of Directors		Resolution of the Board of Directors
	August 2, 2019		November 8, 2019		February 7, 2020		May 12, 2020
Dividend per Share of Common Stock (yen)		28.00		28.00		28.00		28.00
Total Amount of Dividends (millions of yen)		49,287		49,287		48,932		48,363

B. Significant Changes

Except otherwise disclosed in this Annual Report on Form 20-F, no significant change has occurred since the date of the annual financial statements.

Item 9. The Offer and Listing

A. Offer and Listing Details

Honda’s shares have traded on the Tokyo Stock Exchange (TSE) since its shares were first listed on the TSE in 1957. Our ordinary shares are traded on the TSE under the symbol “7267”.

Since February 11, 1977, American Depositary Shares (each representing one share of Common Stock and evidenced by American Depositary Receipts (ADRs)) have been listed and traded on the New York Stock Exchange (the NYSE) under the symbol “HMC”, having been traded on the over-the-counter markets in the United States since 1962.

B. Plan of Distribution

Not applicable.

C. Markets

See Item 9.A, “Offer and Listing Details”.

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

Item 10. Additional Information

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

Set forth below is certain 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. Additionally, the information called for by Items 10.B.3, 4, 5, 6, 7, 8, 9 and 10 of Form 20-F is included in Exhibit 2.7 to this Annual Report “Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934—Common Stock” and is incorporated by reference herein.

Objects and Purposes

Article 2 of the Articles of Incorporation of Honda states that its purpose is to engage in the following businesses:

•

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.

Provisions Regarding Directors

There is no provision in Honda’s Articles of Incorporation as to a Director’s power to vote on a proposal, arrangement or contract in which the Director is materially interested, but the Company Law and Honda’s regulations of the Board of Directors provide that such Director is required to refrain from voting on such matters at the Board of Director’s meetings.

The Company Law provides that compensation for directors is determined at a general meeting of shareholders of a company, provided that, in the case of a company which adopts a “company with an audit and supervisory committee” corporate governance system (the “Audit and Supervisory Committee system”) including Honda, compensation for directors who are Audit and Supervisory Committee members and that for directors who are not such members are separately determined. Within the upper limit approved by the shareholders’ meeting, the board of directors will determine the amount of compensation for each director and may leave such decision to the president’s discretion by its resolution, provided, however, that unless individual amount of compensation for each of directors who are Audit and Supervisory Committee members has been determined in the articles of incorporation or by a general meeting of shareholders, such amount shall be determined by discussion among such directors who are Audit and Supervisory Committee members.

The Company Law provides that a significant loan from a third party to a company should be approved by the board of directors.

There is no mandatory retirement age for directors under the Company Law or Honda’s Articles of Incorporation.

The Company Law provides that any articles of incorporation of a company having no restriction on a transfer of its shares, including Honda, may not provide any requirement concerning the number of shares one individual must hold in order to qualify him or her as a director.

Shareholders’ Register Manager

Until June 19, 2020, Sumitomo Mitsui Trust Bank, Limited, located at 4-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, 100-8233, Japan, was Shareholders’ Register Manager for Honda’s shares. With effect from June 20, 2020, Mitsubishi UFJ Trust and Banking Corporation, located at 4-5 Marunouchi 1-chome, Chiyoda-ku, Tokyo, 100-8212, Japan, is the Shareholders’ Register Manager for Honda’s shares. Mitsubishi UFJ Trust and Banking Corporation maintains Honda’s register of shareholders and records the names and addresses of its shareholders and other relevant information in its register of shareholders upon notice thereof from JASDEC, as described in Exhibit 2.7 to this Annual Report “Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934—Common Stock—Rights of the Shares—Record Date”.

C. Material Contracts

All contracts concluded by Honda during the two years preceding this filing were entered into in the ordinary course of business.

D. Exchange Controls

There are no laws, decrees, regulations or other legislation of Japan which materially affect our ability to import or export capital for our use or our ability to pay dividends or other payments to non-resident holders of our shares.

E. Taxation

Japanese Taxes

The following is a summary of the principal Japanese tax consequences as of the date of filing of this Form 20-F to owners of Honda’s shares or ADSs who are non-resident individuals or non-Japanese corporations without a permanent establishment in Japan to which income from Honda’s shares is attributable. The tax treatment is subject to possible changes in the applicable Japanese laws or double taxation conventions occurring after that date. This summary is not exhaustive of all possible tax considerations that may apply to a particular investor. Potential investors should consult their own tax advisers as to:

•

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.

Generally, a non-resident of Japan or a non-Japanese corporation is subject to Japanese withholding tax on dividends paid by Japanese corporations.

In the absence of any applicable tax treaty, convention or agreement reducing the maximum rate of withholding tax, the rate of Japanese withholding tax applicable to dividends paid by Japanese corporations to a non-resident of Japan or a non-Japanese corporation is (a) 20.42% for dividends to be paid on or before December 31, 2037, and (b) 20% for dividends to be paid thereafter. With respect to dividends paid on listed shares issued by Japanese corporations (such as Honda’s shares) to a non-resident of Japan or a non-Japanese corporation, the aforementioned 20.42% or 20% withholding tax rate is reduced to (i) 15.315% for dividends to be paid on or before December 31, 2037, and (ii) 15% for dividends to be paid thereafter, except for dividends paid to any individual shareholder who holds 3% or more of the issued shares of that corporation. Japan has entered into income tax treaties, conventions or agreements, whereby the maximum withholding tax rate is generally set at 15% or 10% for portfolio investors (15% under the income tax treaties with, among others, Belgium, Canada, Denmark, Finland, Germany, Ireland, Italy, Luxembourg, New Zealand, Norway, Singapore, and Spain, and 10% under the income tax treaties with, among others, Australia, France, the Netherlands, Portugal, Sweden, Switzerland, the United Kingdom, and the United States).

Pursuant to the Convention Between the United States of America and Japan for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income (the “U.S.-Japan Tax Treaty”), a portfolio investor that is a U.S. holder is generally subject to Japanese withholding tax on dividends on shares at a rate of 10%. Under Japanese tax law, the maximum rate applicable under the tax treaties, conventions or agreements shall be applicable except when such maximum rate is more than the Japanese statutory rate.

Gains derived from the sale outside Japan of common stock or Depositary Receipts by a non-resident of Japan or a non-Japanese corporation, or from the sale of common stock within Japan by a non-resident of Japan or by a non-Japanese corporation not having a permanent establishment in Japan, are in general not subject to Japanese income or corporation taxes. Japanese inheritance and gift taxes at progressive rates may be payable by an individual who has acquired common stock or Depositary Receipt as a legatee, heir or donee, even if the individual is not a Japanese resident.

United States Taxes

This section describes the material U.S. federal income tax consequences of the ownership of shares or ADSs by U.S. holders, as defined below. It applies only to persons who hold shares or ADSs as capital assets for tax purposes.

This section is based on the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed regulations, published rulings and court decisions, all as currently in effect, as well as on

the U.S.-Japan Tax Treaty (the “Treaty”). These authorities are subject to change, possibly on a retroactive basis. In addition, this section is based in part upon the representations of the Depositary and the assumption that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms.

For purposes of the Treaty and the Code, U.S. holders of ADRs evidencing ADSs will be treated as the owners of the shares represented by those ADRs. Exchanges of shares for ADRs and ADRs for shares generally will not be subject to U.S. federal income tax. For purposes of this discussion, a “U.S. holder” is a beneficial owner of shares or ADSs that is, for U.S. federal income tax purposes, (i) a citizen or resident individual of the United States, (ii) a domestic corporation, (iii) an estate whose income is subject to United States federal income tax regardless of its source, or (iv) a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust; and that, for purposes of the Treaty, is not ineligible for benefits under the Treaty with respect to income and gain from the shares or ADSs.

This section does not apply to a person who is a member of a special class of holders subject to special rules, including a dealer in securities, a trader in securities that elects to use a mark-to-market method of accounting for its securities holdings, a tax-exempt organization, a life insurance company, a person liable for alternative minimum tax, a person that actually or constructively owns 10% or more of the combined voting power of the voting stock or of the total value of the stock of Honda, a person that holds shares or ADSs as part of a straddle or a hedging or conversion transaction, a person that purchases or sells shares or ADSs as part of a wash sale for tax purposes, or a person whose functional currency is not the U.S. dollar.

If a partnership holds the shares or ADSs, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the shares or ADSs should consult its tax advisor with regard to the U.S. federal income tax treatment of an investment in the shares or ADSs.

This summary is not a comprehensive description of all the tax considerations that may be relevant with respect to a U.S. holder’s shares or ADSs. Each beneficial owner of shares or ADSs should consult its own tax advisor regarding the U.S. federal, state and local and other tax consequences of owning and disposing of shares and ADSs in its particular circumstances.

Taxation of Dividends

Under the U.S. federal income tax laws, and subject to the passive foreign investment company, or PFIC, rules discussed below, the gross amount of any dividend paid by Honda out of its current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) to a U.S. holder is subject to U.S. federal income taxation. A U.S. holder must include any Japanese tax withheld from the dividend payment in this gross amount even though it does not in fact receive it.

Dividends paid to a noncorporate U.S. holder that constitute qualified dividend income will be taxable to such U.S. holder at the preferential rates applicable to long-term capital gains provided that the noncorporate U.S. holder holds the shares or ADSs with respect to which the dividends are paid for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and meets other holding period requirements. Dividends that Honda pays with respect to the shares or ADSs generally will be qualified dividend income if, in the year you receive the dividend, the ADSs are readily tradable on an established securities market in the United States. Our ADSs are listed on the New York Stock Exchange and we therefore expect that dividends that you receive on the ADSs will be qualified dividend income. Dividends that Honda pays with respect to the shares generally will be qualified dividend income if we are eligible for the benefits of the Treaty in the year that you receive the dividend. We believe that we are currently eligible for the benefits of the Treaty, and we therefore believe that dividends on the shares are currently qualified dividend income. There can be no assurance, however, that we will continue to qualify under the Treaty in future taxable years.

A U.S. holder must include the dividend in its taxable income when the holder, in the case of shares, or the Depositary, in the case of ADSs, receives the dividend, actually or constructively. The dividend will not be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations. The amount of the dividend distribution that a U.S. holder must include in its income will be the U.S. dollar value of the Japanese yen payments made, determined at the spot Japanese yen/U.S. dollar rate on the date of the dividend distribution, regardless of whether the payment is in fact converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the U.S. holder includes the dividend payment in income to the date it converts the payment into U.S. dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. The gain or loss generally will be income or loss from sources within the U.S. for foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and profits, as determined for U.S. federal income tax purposes, will be treated as a non-taxable return of capital to the extent of U.S. holder’s basis in the shares or ADSs and thereafter as capital gain. However, Honda does not expect to calculate earnings and profits in accordance with U.S. federal income tax principles. Accordingly, a U.S. holder should expect to generally treat distributions that Honda makes as dividends.

Subject to certain limitations, the Japanese tax withheld in accordance with the Treaty and paid over to Japan will be creditable or deductible against a U.S. holder’s United States federal income tax liability. Special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the preferential tax rates. To the extent a refund of the tax withheld is available to a U.S. holder under Japanese law or under the Treaty, the amount of tax withheld that is refundable will not be eligible for credit against the U.S. holder’s United States federal income tax liability.

Dividends will generally be income from sources outside the United States and will generally be “passive” income for purposes of computing the foreign tax credit allowable to such U.S. holder.

Taxation of Capital Gains

Subject to the PFIC rules discussed below, if a U.S. holder sells or otherwise disposes of its shares or ADSs, it will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the U.S. dollar value of the amount that it realizes and its tax basis, determined in U.S. dollars, in its shares or ADSs. Capital gain of a noncorporate U.S. holder is generally taxed at preferential rates where the property is held for more than one year. The gain or loss will generally be income or loss from sources within the U.S. for foreign tax credit limitation purposes.

Passive Foreign Investment Company (PFIC) Rules

Honda believes its shares and ADSs should not be treated as stock of a PFIC for United States federal income tax purposes. This conclusion is a factual determination that is made annually and thus may be subject to change.

In general, Honda will be a PFIC with respect to a U.S. holder if for any taxable year in which such holder held shares or ADSs of Honda:

•

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.

Passive income generally includes dividends, interest, royalties, rents (other than certain rents and royalties derived in the active conduct of a trade or business), annuities and gains from assets that produce passive income. If a foreign corporation owns at least 25% by value of the stock of another corporation, the foreign corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation, and as receiving directly its proportionate share of the other corporation’s income.

If Honda is treated as a PFIC, and a U.S. holder does not make a mark-to-market election, as described below, that U.S. holder will be subject to special rules with respect to:

•

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).

Under these rules:

•

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.

Special rules apply for calculating the amount of the foreign tax credit with respect to excess distributions by a PFIC.

If a U.S. holder owns shares or ADSs in a PFIC that are treated as marketable stock, such U.S. holder may make a mark-to-market election. If a U.S. holder makes this election, it will not be subject to the PFIC rules described above. Instead, in general, a U.S. holder will include as ordinary income each year the excess, if any, of the fair market value of its shares or ADSs at the end of the taxable year over its adjusted basis in its shares or ADSs. These amounts of ordinary income will not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gains. A U.S. holder will also be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its shares or ADSs over their fair market value at the end of the taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. holder’s basis in the shares or ADSs will be adjusted to reflect any such income or loss amounts.

Shares or ADSs held by a U.S. holder will be treated as stock in a PFIC if Honda was a PFIC at any time during the U.S. holder’s holding period in its shares or ADSs, even if Honda is not currently a PFIC, unless a U.S. holder has made a mark-to-market election with respect to its shares or ADSs or the U.S. holder has otherwise made a “purging election” with respect to its shares or ADSs.

In addition, notwithstanding any election that a U.S. holder makes with regard to the shares or ADSs, dividends that a U.S. holder receives from Honda will not constitute qualified dividend income to such U.S. holder if Honda is a PFIC (or is treated as a PFIC with respect to such U.S. holder) in either the taxable year of the distribution or the preceding taxable year. Dividends that a U.S. holder receives that do not constitute qualified dividend income are not eligible for taxation at the preferential rates applicable to qualified dividend income. Instead, the U.S. holder must include the gross amount of any such dividend paid by Honda out of Honda’s accumulated earnings and profits (as determined for United States federal income tax purposes) in the U.S. holder’s gross income, and it will be subject to tax at rates applicable to ordinary income.

If a U.S. holder owns shares or ADSs during any year that Honda is a PFIC with respect to such U.S. holder, it must file Internal Revenue Service Form 8621, subject to certain applicable exceptions set forth in Internal Revenue Service regulations. Each U.S. holder should consult its own tax advisors regarding the PFIC rules and potential filing and other requirements.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

Honda is subject to the information requirements of the Securities Exchange Act of 1934 and, in accordance therewith, it will file annual reports on Form 20-F and furnish other reports and information on Form 6-K with the Securities and Exchange Commission. These reports and other information can be inspected without charge at the public reference room at the Securities and Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549. You can also obtain copies of such material by mail from the public reference room of the Securities and Exchange Commission at prescribed fees. You may obtain information on the operation of the Securities and Exchange public reference room by calling the Securities and Exchange Commission in the United States at 1-800-SEC-0330. The Securities and Exchange Commission also maintains a web site at www.sec.gov that contains reports, proxy statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. Also, as a foreign private issuer, Honda is exempt from the rules under the Securities Exchange Act of 1934 prescribing the furnishing and content of proxy statements to shareholders.

I. Subsidiary Information

Not applicable.

Item 11. Quantitative and Qualitative Disclosure about Market Risk

The information required under this Item 11 is set forth in “(b) Market Risk” of note “(25) Financial Risk Management” to the accompanying consolidated financial statements.

Item 12. Description of Securities Other than Equity Securities

A. Debt Securities

Not applicable.

B. Warrants and Rights

Not applicable.

C. Other Securities

Not applicable.

D. American Depositary Shares

3. Fees and charges

JPMorgan Chase Bank, N.A., as ADR depositary, collects fees for delivery and surrender of ADSs directly from investors, or from intermediaries acting for them, depositing ordinary shares or surrendering ADSs for the purpose of withdrawal. The ADR depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of the distributable property to pay the fees.

The charges of the ADR depositary payable by investors are as follows:


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 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	Not applicable

(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	USD 2.50 per ADS certificate

(f) General depositary services, particularly those charged on an annual basis	Not applicable

Category	Depositary Actions	Associated Fee
(g) Expenses of the depositary	Expenses incurred on behalf of holders in connection with • Compliance with foreign exchange control regulations or any law or regulation relating to foreign investment • The depositary’s or its custodian’s compliance with applicable law, rule or regulation • Stock transfer or other taxes and other governmental charges • Cable, telex, facsimile transmission/delivery • Expenses of the depositary in connection with the conversion of foreign currency into U.S. dollars (which are paid out of such foreign currency) • Any other charge payable by the depositary or its agents	Expenses payable at the sole discretion of the depositary by billing holders or by deducting charges from one or more dividends or other cash distributions

4. Direct / Indirect Payment Disclosure

Honda does not receive any reimbursement from the depositary bank. JPMorgan Chase Bank, N.A. agreed to waive an out-of-pocket expense of $50,000 associated with the administration of the ADR program. The out-of-pocket expenses relate to depositary service administration, including but not limited to, dividend disbursement and proxy process. From April 1, 2019 to March 31, 2020, the Depositary waived $181,025.15 in expenses related to the Ordinary General Meeting of Shareholders.

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

Item 15. Controls and Procedures

Disclosure Controls and Procedures

Under the supervision and participation of our management, including our Chief Executive Officer and Chief Financial Officer, we performed an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the U.S. Securities Exchange Act of 1934) as of March 31, 2020. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of that date.

Management’s Report on Internal Control over Financial Reporting

The management of Honda is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the U.S. Securities Exchange Act of 1934). The Company’s internal control over financial reporting is designed 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, and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with policies or procedures may deteriorate.

Our management assessed the effectiveness of internal control over financial reporting as of March 31, 2020 based on the criteria established in “Internal Control-Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on that assessment, our management concluded that our internal control over financial reporting was effective as of March 31, 2020.

The Company’s independent registered public accounting firm has audited the effectiveness of the Company’s internal control over financial reporting, as stated in their report which is included herein.

Changes in Internal Control over Financial Reporting

No significant changes were made in our internal control over financial reporting for the fiscal year ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 16A. Audit Committee Financial Expert

Honda’s Audit and Supervisory Committee has determined that Mr. Masafumi Suzuki and Mr. Hideo Takaura are each qualified as an “audit committee financial expert” as defined by the rules of the SEC. Additionally, Mr. Suzuki and Mr. Takaura each meet the independence requirements applicable under Section 303A.06 of the New York Stock Exchange Listed Company Manual.

Item 16B. Code of Ethics

Honda has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of Honda’s code of ethics is attached as an exhibit to this Annual Report on Form 20-F.

Item 16C. Principal Accountant Fees and Services

KPMG AZSA LLC has served as Honda’s independent registered public accounting firm for each of the fiscal years in the three-year period ended March 31, 2020, for which audited financial statements appear in this Annual Report on Form 20-F.

The following table presents the aggregate fees for professional services and other services rendered by KPMG AZSA LLC and the various member firms of KPMG International to Honda in fiscal year 2019 and 2020:


	Yen (millions)
	2019		2020
Audit Fees	¥	4,374	¥	4,210
Audit-Related Fees		129		157
All Other Fees		9		19

Total	¥	4,512	¥	4,386

“Audit Fees” means fees for audit services, which are professional services provided by independent auditors for the audit of our annual financial statements or for services that are normally provided by independent auditors with respect to any submissions required under applicable laws and regulations.

“Audit-Related Fees” means fees for audit-related services, which are assurance services provided by independent auditors that are reasonably related to the carrying out of auditing or reviewing of our financial reports and other related services. This category includes fees for agreed-upon or expanded audit procedures related to accounting and/or other records.

“All Other Fees” mainly includes fees for services rendered with respect to advisory services.

Pre-approval policies and procedures of the Audit and Supervisory Committee

Under applicable SEC rules, the Audit and Supervisory Committee must pre-approve audit services, audit-related services, tax services and other services to be provided by the principal accountant to ensure that the independence of the principal accountant under such rules is not impaired as a result of the provision of any of these services.

While, as a general rule, specific pre-approval must be obtained for these services to be provided, the Audit and Supervisory Committee has adopted pre-approval policies and procedures which list particular audit and non-audit services that may be provided without specific pre-approval. The Audit and Supervisory Committee reviews this list of services on an annual basis, and is informed of each such service that is actually provided.

All services to be provided to us by the principal accountant and its affiliates which are not specifically set forth in this list must be specifically pre-approved by the Audit and Supervisory Committee.

None of the services described above in this Item 16C. were waived from the pre-approval requirements pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X.

Item 16D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table sets forth certain information with respect to purchases by Honda of its own shares during the fiscal year ended March 31, 2020. There were no purchases of Honda’s shares by its affiliated purchasers during that fiscal year.


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, 2019		186	¥	3,159		—		—
May 1 to May 31, 2019		416	¥	2,977		—		—
June 1 to June 30, 2019		300	¥	2,763		—		—
July 1 to July 31, 2019		180	¥	2,818		—		—
August 1 to August 31, 2019		246	¥	2,514		—		—
September 1 to September 30, 2019		190	¥	2,670		—		—
October 1 to October 31, 2019		88	¥	2,827		—		—
November 1 to November 30, 2019		8,151,402	¥	3,097		8,151,100	¥	74,755,103,500
December 1 to December 31, 2019		4,521,159	¥	3,146		4,520,900	¥	60,531,524,100
January 1 to January 31, 2020		4,665,090	¥	2,994		4,664,900	¥	46,562,893,550
February 1 to February 29, 2020		7,614,406	¥	2,930		7,614,200	¥	24,253,328,350
March 1 to March 31, 2020		8,049,038	¥	2,551		8,048,900	¥	3,723,706,200

Total		33,002,701	¥	2,871		33,000,000

^*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, 2020, the following share repurchase program was in effect:

Share repurchase was resolved at the meeting of the Board of Directors pursuant to the articles of incorporation Date of announcement: November 8, 2019

Maximum number of shares authorized to be repurchased: 33,000,000

Maximum yen amount authorized to be used for repurchase: ¥100,000,000,000

Repurchased period: from November 11, 2019 to March 31, 2020

(This program expired on the last day of the repurchase period referred to above.)

Item 16F. Change in Registrant’s Certifying Accountant

Not applicable.

Item 16G. Corporate Governance

Companies listed on the New York Stock Exchange (the “NYSE”) must comply with certain standards regarding corporate governance under Section 303A of the NYSE Listed Company Manual.

However, listed companies that are foreign private issuers, such as Honda, are permitted to follow home country practice in lieu of certain provisions of Section 303A.

The following table shows the significant differences between the corporate governance practices followed by U.S. listed companies under Section 303A of the NYSE Listed Company Manual and those followed by Honda.


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.		Effective on June 15, 2017, Honda adopted a “company with an audit and supervisory committee” corporate governance system (the “Audit and Supervisory Committee system”) under Japan’s Company Law (to which amendments on this system were effected as of May 1, 2015) upon approval on the amendments to the Articles of Incorporation relating thereto at its Ordinary General Meeting of Shareholders held on June 15, 2017.

		For Japanese companies which employ the Audit and Supervisory Committee system, including Honda, Japan’s Company Law requires that such companies have a board of directors, which shall consist of directors who are audit and supervisory committee members and directors who are not such members, and an audit and supervisory committee, which 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 20 members of whom no more than seven Directors shall be Audit and Supervisory Committee Members.


Corporate Governance Practices Followed by NYSE-listed U.S. Companies		Corporate Governance Practices Followed by Honda
		Honda currently has eight Directors who are not Audit and Supervisory Committee Members and five Directors who are Audit and Supervisory Committee Members. Within those Directors, two out of eight Directors who are not Audit and Supervisory Committee Members and three out of five Directors who are Audit and Supervisory Committee Members are Outside Directors. Under Japan’s Company Law, directors who are not audit and supervisory committee members and directors who are such members shall be separately elected by shareholders at a general meeting of shareholders. In addition, Japan’s Company Law provides that dismissal of any of directors who are audit and supervisory committee members shall be approved by a “special resolution” of a general meeting of shareholders. Under the Articles of Incorporation of Honda, the quorum for a special resolution is one-third of the total number of voting rights, and the approval of not less than two-thirds of the voting rights held by the shareholders present at the meeting is required for adopting a special resolution.
		“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 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.


Corporate Governance Practices Followed by NYSE-listed U.S. Companies		Corporate Governance Practices Followed by Honda
		After the enforcement of the revision of the Company Law promulgated on December 11, 2019, listed companies like Honda shall have at least one “outside director”.
		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 (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.

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.		On June 15, 2017, pursuant to a resolution of the Ordinary General Meeting of Shareholders, Honda established an Audit and Supervisory Committee, a body within its Board of Directors. Prior to this date, Honda had a Board of Corporate Auditors, a legally separate and independent body from the Board of Directors, and had relied on an exemption available to foreign private issuers with Board of Corporate Auditors meeting certain criteria established under their home country law with respect to the requirements of Rule 10A-3 under the U.S. Securities Exchange Act of 1934 relating to listed company audit committees. Following the establishment of the Audit and Supervisory Committee and the termination of the Board of Corporate Auditors, Honda is required to satisfy the requirements set forth Rule 10A-3 under the U.S. Securities Exchange Act


Corporate Governance Practices Followed by NYSE-listed U.S. Companies		Corporate Governance Practices Followed by Honda
		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 requirement under the Section 303A.07 of the NYSE Listed Company manual that the audit committee be made up of at least three members.

		Under Japan’s Company Law, the audit and supervisory committee has the following responsibilities: (i) auditing the performance of duties by directors and preparing audit reports, (ii) determining a proposal concerning the appointment and dismissal of the company’s accounting audit firm and the refusal of reappointment of the company’s accounting audit firm to be submitted to general meetings of shareholders, (iii) deciding opinions on election, dismissal or resignation of directors who are not audit and supervisory committee members, in which case the audit and supervisory committee may express its opinion at the general meeting of shareholders, and (iv) deciding opinions on compensation of directors who are not audit and supervisory committee members, in which case the audit and supervisory committee may express its opinion at the general meeting of shareholders. Under Japan’s Company Law, each director who is an audit and supervisory committee member has a two-year term. In contrast, the term of each director who is not such member is one year.

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 by Honda’s Board of Directors to elect a Director who is an Audit and Supervisory Committee Member must be approved by the Audit and Supervisory Committee. In addition, the Audit and Supervisory Committee is empowered to request that Honda’s Directors submit a proposal to a general meeting of shareholders for election of a Director who is an Audit and Supervisory Committee Member. The Directors who are Audit and Supervisory Committee Members have the right to state their opinion concerning the proposed election, dismissal or resignation of a Director who is an Audit and Supervisory Committee Member at the general meeting of shareholders. In addition, the Audit and

100


Corporate Governance Practices Followed by NYSE-listed U.S. Companies		Corporate Governance Practices Followed by Honda
		Supervisory Committee has the right to state its opinion through an Audit and Supervisory Committee Member selected by the Committee concerning the proposed election, dismissal or resignation of a Director who is not an Audit and Supervisory Committee Member at the general meeting of shareholders.

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 maximum total amount of compensation for Honda’s Directors is proposed to and voted on by the general meeting of shareholders, provided that the maximum total amount for Honda’s Directors who are Audit and Supervisory Committee Members and that for Honda’s Directors who are not such members shall be separately proposed and voted. Unless individual amount of compensation for each of Honda’s Directors who is an Audit and Supervisory Committee Member has been determined in the Articles of Incorporation or by a general meeting of shareholders, such amount shall be determined by discussion among the Directors who are Audit and Supervisory Committee Members within the maximum total amount approved at the general meeting of shareholders. In addition, unless individual amount of compensation for each of Honda’s Directors who is not Audit and Supervisory Committee Member has been determined in the Articles of Incorporation or by a general meeting of shareholders, such amount shall be determined in accordance with the compensation standards approved by the Board of Directors or a resolution of the Board of Directors within the maximum total amount approved at a general meeting of shareholders. The Directors who are Audit and Supervisory Committee Members have the right to state their opinion concerning compensation for Directors who are Audit and Supervisory Committee Members at the general meeting of shareholders. The Audit and Supervisory Committee has the right to state its opinion through an Audit and Supervisory Committee Member selected by the Committee concerning compensation for Directors who are not Audit and Supervisory Committee Members. In addition to the above, after the enforcement of the revision of the Company Law promulgated on December 11, 2019, large-scaled companies under certain categories including Honda shall establish the compensation policy as well as explain at a general

101


Corporate Governance Practices Followed by NYSE-listed U.S. Companies		Corporate Governance Practices Followed by Honda
		meeting of shareholders the reason why the compensation proposed to such shareholders’ meeting is appropriate.

A NYSE-listed U.S. company must generally obtain shareholder approval with respect to any equity compensation plan.		Pursuant to a resolution of the Ordinary General Meeting of Shareholders in June 2018, Honda implemented a new stock compensation scheme (the “Scheme”) for Honda’s Directors, Senior Managing Officers and Managing Officers (from April 1, 2020, the Scheme applies to a part of the Operating Executives as well) who conduct business execution and who are residents of Japan (collectively, “Directors 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 Directors 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 August 2018 to August 2021 (scheduled), provided, however, that this period may be extended 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.

Item 16H. Mine Safety Disclosure

Not applicable.

PART III

Item 17. Financial Statements

Not applicable.

Item 18. Financial Statements

See Consolidated Financial Statements attached hereto.

102

Item 19. Exhibits



1.1		Articles of Incorporation of the registrant (English translation)

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		Regulations of the Audit and Supervisory Committee of the registrant (English translation)

2.1		Specimen common stock certificates of the registrant (English translation) (1)

2.2		Deposit Agreement dated as of December 19, 1962, as amended and restated as of October 1, 1982 (including changes from Amendment to Deposit Agreement dated as of April 1, 1989) among the registrant, Morgan Guaranty Trust Company of New York (now JPMorgan Chase Bank, N.A.), as Depositary, and all owners and holders from time to time of American Depositary Receipts and European Depositary Receipts, including the form of American Depositary Receipt (2)

2.3		Form of Amendment No. 2 to Deposit Agreement dated as of April, 1995, among the parties referred to in Exhibit 2.2 above (2)

2.4		Form of Amendment No. 3 to Deposit Agreement dated as of January, 2002, among the parties referred to in Exhibit 2.2 above (3)

2.5		Form of Amendment No. 4 to Deposit Agreement dated as of June, 2006, among the parties referred to in Exhibit 2.2 above (4)

2.6		Form of Amendment No. 5 to Deposit Agreement dated as of June, 2007, among the parties referred to in Exhibit 2.2 above (5)

2.7		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 (6)

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

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

(1)	Incorporated by reference to the registrant’s Annual Report on Form 20-F filed on September 27, 2001. (P)

(2)	Incorporated by reference to the Registration Statement on Form F-6 (File No. 33-91842) filed on May 1, 1995. (P)

(3)	Incorporated by reference to the Registration Statement on Form F-6 (File No. 333-14228) filed on December 20, 2001. (P)

103

(4)	Incorporated by reference to the Registration Statement on Form F-6 (File No. 333-114874) filed on June 28, 2006.

(5)	Incorporated by reference to the Registration Statement on Form F-6 (File No. 333-143589) filed on June 8, 2007.

(6)	Incorporated by reference to the registrant’s Annual Report on Form 20-F filed on July 9, 2004.

The Company has not included as exhibits certain instruments with respect to its long-term debt, the amount of debt authorized under each of which does not exceed 10% of its total assets, and it agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.

(P) Paper exhibits

104

HONDA MOTOR CO., LTD.

(Honda Giken Kogyo Kabushiki Kaisha)

(A Japanese Company)

AND SUBSIDIARIES

Consolidated Financial Statements

and

Reports of Independent Registered

Public Accounting Firm

March 31, 2020

To be Included in

The Annual Report

Form 20-F

Filed with

The Securities and Exchange Commission

Washington, D.C., U.S.A.

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Index to Consolidated Financial Statements


Reports of Independent Registered Public Accounting Firm			F-3
Consolidated Statements of Financial Position – March 31, 2019 and 2020			F-7
Consolidated Statements of Income – Years ended March 31, 2018, 2019 and 2020			F-8
Consolidated Statements of Comprehensive Income – Years ended March 31, 2018, 2019 and 2020			F-9
Consolidated Statements of Changes in Equity – Years ended March 31, 2018, 2019 and 2020			F-10
Consolidated Statements of Cash Flows – Years ended March 31, 2018, 2019 and 2020			F-11
Notes to Consolidated Financial Statements			F-12

Financial statements of affiliates and joint ventures are omitted because such affiliates and joint ventures are not individually significant.

F-2

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Honda Motor Co., Ltd.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Honda Motor Co., Ltd. and subsidiaries (the Company) as of March 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended March 31, 2020, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended March 31, 2020, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of March 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated June 19, 2020 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-3

Evaluation of the provision for specific warranty programs

As discussed in Note 17 to the consolidated financial statements, the Company’s provisions for product warranties balance as of March 31, 2020 was ¥ 380,689 million, which included the provision for specific warranty programs such as product recalls. The provision for specific warranty programs represents the estimated future warranty costs that are covered under such programs. The estimated future warranty costs are provided based on historical warranty claim experience with consideration given to the expected level of future warranty costs, including the expected number of units to be affected and the average repair cost per unit for warranty claims.

We identified the evaluation of the provision for specific warranty programs as a critical audit matter. A high degree of auditor judgment was required to evaluate the Company’s estimate of the expected number of units to be affected and the average repair cost per unit, due to the subjective nature of such assumptions.

The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s product warranty accrual process, including controls related to the development of the assumptions regarding the expected number of units to be affected and the average repair cost per unit. We assessed the Company’s assumptions regarding the expected number of units to be affected and the average repair cost per unit by evaluating:

•

the consistency of the prior period provision for specific warranty programs with recent historical trends of warranty costs, and determining the implications on the current year assumptions,

•

input data used to develop those assumptions by testing the consistency of the data with underlying documents and historical claims data, and

•

specific warranty programs announced after year end but before the consolidated financial statements were issued, to assess if any adjustment to the provision for specific warranty programs, including consideration of the expected number of units to be affected and the average repair cost per unit was required at year end.

Assessment of the allowance for expected credit losses on retail receivables at the finance subsidiary in the United States

As discussed in Note 7 to the consolidated financial statements, the Company’s allowance for expected credit losses (ECL) related to receivables from financial services was ¥63,468 million as of March 31, 2020, which included the allowance for ECL of retail receivables which amounted to ¥60,241 million. At the finance subsidiary in the United States, ECL of retail receivables is determined for groups of financial assets based on relevant risk characteristics including borrower, collateral and macroeconomic risk characteristics.

We identified the assessment of the allowance for ECL from retail receivables at the finance subsidiary in the United States as a critical audit matter because it involved significant measurement uncertainty requiring complex auditor judgment, and knowledge and experience in the industry. In addition, auditor judgment was required to evaluate the sufficiency of audit evidence obtained. Specifically, complex auditor judgment was required to assess the ECL methodology, including (1) the methodology used to derive the allowance for ECL and significant increases in credit risk since initial recognition and (2) the key assumptions including the grouping of loans with shared characteristics.

The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the allowance for ECL process, including controls related to the (1) development of the ECL methodology, including the determination of key assumptions, (2) determination of pools that have experienced significant increases in credit risk since initial recognition and (3) analysis of results, trends and ratios of the allowance for ECL. We evaluated the grouping of loans with shared characteristics by assessing the relevant characteristics of the loan portfolio, including collateral type, original term, and credit score. In addition, we involved credit risk professionals with specialized industry knowledge and experience, who assisted in:

•

evaluating the Company’s ECL methodology for compliance with International Financial Reporting Standards as issued by the International Accounting Standards Board,

F-4

•

determining whether loans were pooled by similar risk characteristics, and

•

evaluating the Company’s methodology to measure significant increases in credit risk since initial recognition.

We evaluated the collective results of the procedures performed to assess the sufficiency of the audit evidence obtained related to the Company’s allowance for ECL.

Assessment of estimated residual values of lease vehicles at the finance subsidiary in the United States

As disclosed in the consolidated statements of financial position, the Company’s equipment on operating leases as of March 31, 2020 was ¥4,626,063 million. As discussed in Note 3 (f) to the consolidated financial statements, depreciation of equipment on operating leases is calculated on the straight-line method over the lease term. The depreciable amount is the cost of the vehicle less its residual value. The Company assesses the estimated end of term residual values of lease vehicles, taking into consideration external industry data and the Company’s own historical experience. At the finance subsidiary in the United States, the primary factors that affect the estimated end of term residual values of lease vehicles are the percentage of leased vehicles expected to be returned by the lessee at the end of the lease term and expected loss severities. Estimates for end of term market values of lease vehicles are evaluated by the Company on a quarterly basis at a minimum, and adjustments to estimated end of term residual values are made on a straight-line basis over the remaining term of the lease and are recognized as depreciation expense.

We identified the assessment of estimated residual values of lease vehicles at the finance subsidiary in the United States as a critical audit matter because it involved significant measurement uncertainty requiring complex auditor judgment, and knowledge and experience in the industry. Specifically, complex auditor judgment was required to assess (1) the residual value methodology, (2) the key assumptions, including the percentage of leased vehicles the Company expects to be returned by the lessee at the end of the lease term and the amount each vehicle is expected to generate once sold at auction and (3) the mathematical accuracy of the calculation of estimated end of term residual value.

The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the estimated residual value process, including controls related to the (1) development of the residual value estimate methodology, including the determination of key assumptions, and (2) calculation of the estimated end of term residual value. We involved valuation professionals with specialized industry knowledge and experience, who assisted in:

•

evaluating the Company’s residual value estimate methodology for compliance with International Financial Reporting Standards as issued by the International Accounting Standards Board,

•

evaluating the Company’s assumption to estimate the percentage of leased vehicles expected to be returned and the amount each vehicle is expected to generate once sold at auction, and

•

testing the mathematical accuracy of certain computations of the estimated end of term residual value.

/s/ KPMG AZSA LLC

We have served as the Company’s auditor since 1962.

Tokyo, Japan

June 19, 2020

F-5

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Honda Motor Co., Ltd.:

Opinion on Internal Control Over Financial Reporting

We have audited Honda Motor Co., Ltd. and subsidiaries’ (the Company) internal control over financial reporting as of March 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of March 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended March 31, 2020, and the related notes (collectively, the consolidated financial statements), and our report dated June 19, 2020 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG AZSA LLC

Tokyo, Japan

June 19, 2020

F-6

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Financial Position

March 31, 2019 and 2020


			Yen (millions)
	Note		2019			2020
Assets
Current assets:
Cash and cash equivalents		5	¥	2,494,121		¥	2,672,353
Trade receivables		6		793,245			633,909
Receivables from financial services		7		1,951,633			1,878,358
Other financial assets		8		163,274			190,053
Inventories		9		1,586,787			1,560,568
Other current assets				358,234			365,769

Total current assets				7,347,294			7,301,010

Non-current assets:
Investments accounted for using the equity method		10		713,039			655,475
Receivables from financial services		7		3,453,617			3,282,807
Other financial assets		8		417,149			441,724
Equipment on operating leases		11		4,448,849			4,626,063
Property, plant and equipment		12		2,981,840			3,051,704
Intangible assets		13		744,368			760,434
Deferred tax assets		23		150,318			132,553
Other non-current assets				162,648			209,695

Total non-current assets				13,071,828			13,160,455

Total assets			¥	20,419,122		¥	20,461,465

Liabilities and Equity
Current liabilities:
Trade payables		14	¥	1,184,882		¥	958,469
Financing liabilities		15		3,188,782			3,248,457
Accrued expenses				476,300			449,716
Other financial liabilities		16		132,910			209,065
Income taxes payable				49,726			43,759
Provisions		17		348,763			287,175
Other current liabilities				599,761			593,447

Total current liabilities				5,981,124			5,790,088

Non-current liabilities:
Financing liabilities		15		4,142,338			4,221,229
Other financial liabilities		16		63,689			303,570
Retirement benefit liabilities		18		398,803			578,909
Provisions		17		220,745			238,439
Deferred tax liabilities		23		727,411			698,868
Other non-current liabilities				319,222			344,339

Total non-current liabilities				5,872,208			6,385,354

Total liabilities				11,853,332			12,175,442

Equity:
Common stock				86,067			86,067
Capital surplus				171,460			171,823
Treasury stock				(177,827	)		(273,940	)
Retained earnings				7,973,637			8,142,948
Other components of equity				214,383			(114,639	)

Equity attributable to owners of the parent				8,267,720			8,012,259
Non-controlling interests				298,070			273,764

Total equity		19		8,565,790			8,286,023

Total liabilities and equity			¥	20,419,122		¥	20,461,465

See accompanying notes to consolidated financial statements.

F-7

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Income

Years ended March 31, 2018, 2019 and 2020


		Yen (millions)
	Note	2018			2019			2020
Sales revenue	20	¥	15,361,146		¥	15,888,617		¥	14,931,009
Operating costs and expenses:
Cost of sales			(12,000,581	)		(12,580,949	)		(11,851,659	)
Selling, general and administrative			(1,775,151	)		(1,774,393	)		(1,641,590	)
Research and development	21		(751,856	)		(806,905	)		(804,123	)

Total operating costs and expenses			(14,527,588	)		(15,162,247	)		(14,297,372	)

Operating profit			833,558			726,370			633,637

Share of profit of investments accounted for using the equity method	10		247,643			228,827			164,203
Finance income and finance costs:
Interest income	22		41,191			48,618			49,412
Interest expense	22		(12,970	)		(13,217	)		(24,689	)
Other, net	22		5,551			(11,223	)		(32,645	)

Total finance income and finance costs			33,772			24,178			(7,922	)

Profit before income taxes			1,114,973			979,375			789,918
Income tax expense	23		13,666			(303,089	)		(279,986	)

Profit for the year		¥	1,128,639		¥	676,286		¥	509,932

Profit for the year attributable to:
Owners of the parent			1,059,337			610,316			455,746
Non-controlling interests			69,302			65,970			54,186

		Yen
		2018			2019			2020
Earnings per share attributable to owners of the parent Basic and diluted	24	¥	590.79		¥	345.99		¥	260.13

See accompanying notes to consolidated financial statements.

F-8

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

Years ended March 31, 2018, 2019 and 2020


		Yen (millions)
	Note	2018			2019			2020
Profit for the year		¥	1,128,639		¥	676,286		¥	509,932

Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans			13,344			(23,745	)		(102,983	)
Net changes in revaluation of financial assets measured at fair value through other comprehensive income			19,288			(24,046	)		(23,361	)
Share of other comprehensive income of investments accounted for using the equity method	10		1,688			(2,837	)		(1,550	)
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			—			228			279
Exchange differences on translating foreign operations			(204,184	)		95,568			(293,201	)
Share of other comprehensive income of investments accounted for using the equity method	10		10,620			(18,847	)		(30,393	)

Total other comprehensive income, net of tax	19		(159,244	)		26,321			(451,209	)

Comprehensive income for the year		¥	969,395		¥	702,607		¥	58,723

Comprehensive income for the year attributable to:
Owners of the parent			899,545			637,609			24,287
Non-controlling interests			69,850			64,998			34,436

See accompanying notes to consolidated financial statements.

F-9

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

Years ended March 31, 2018, 2019 and 2020


			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, 2017			¥	86,067	¥	171,118	¥	(26,189	)	¥	6,712,894		¥	351,406		¥	7,295,296		¥	274,330		¥	7,569,626

Comprehensive income for the year
Profit for the year											1,059,337						1,059,337			69,302			1,128,639
Other comprehensive income, net of tax		19												(159,792	)		(159,792	)		548			(159,244	)

Total comprehensive income for the year											1,059,337			(159,792	)		899,545			69,850			969,395
Reclassification to retained earnings		19									13,322			(13,322	)		—						—
Transactions with owners and other
Dividends paid		19									(174,221	)					(174,221	)		(43,623	)		(217,844	)
Purchases of treasury stock								(87,083	)								(87,083	)					(87,083	)
Disposal of treasury stock								1									1						1
Equity transactions and others																							—

Total transactions with owners and other								(87,082	)		(174,221	)					(261,303	)		(43,623	)		(304,926	)

Balance as of March 31, 2018			¥	86,067	¥	171,118	¥	(113,271	)	¥	7,611,332		¥	178,292		¥	7,933,538		¥	300,557		¥	8,234,095

Effect of changes in accounting policy											(46,833	)		(208	)		(47,041	)		6			(47,035	)
Effect of hyperinflation											(9,454	)		14,896			5,442						5,442

Adjusted balance as of April 1, 2018				86,067		171,118		(113,271	)		7,555,045			192,980			7,891,939			300,563			8,192,502

Comprehensive income for the year
Profit for the year											610,316						610,316			65,970			676,286
Other comprehensive income, net of tax		19												27,293			27,293			(972	)		26,321

Total comprehensive income for the year											610,316			27,293			637,609			64,998			702,607
Reclassification to retained earnings		19									5,890			(5,890	)		—						—
Transactions with owners and other
Dividends paid		19									(194,271	)					(194,271	)		(66,010	)		(260,281	)
Purchases of treasury stock								(64,557	)								(64,557	)					(64,557	)
Disposal of treasury stock								1									1						1
Share-based payment transactions						342											342						342
Equity transactions and others																							—

Total transactions with owners and other						342		(64,556	)		(194,271	)					(258,485	)		(66,010	)		(324,495	)

Other changes											(3,343	)					(3,343	)		(1,481	)		(4,824	)

Balance as of March 31, 2019			¥	86,067	¥	171,460	¥	(177,827	)	¥	7,973,637		¥	214,383		¥	8,267,720		¥	298,070		¥	8,565,790

Comprehensive income for the year
Profit for the year											455,746						455,746			54,186			509,932
Other comprehensive income, net of tax		19												(431,459	)		(431,459	)		(19,750	)		(451,209	)

Total comprehensive income for the year											455,746			(431,459	)		24,287			34,436			58,723
Reclassification to retained earnings		19									(102,437	)		102,437			—						—
Transactions with owners and other
Dividends paid		19									(196,795	)					(196,795	)		(55,693	)		(252,488	)
Purchases of treasury stock								(96,284	)								(96,284	)					(96,284	)
Disposal of treasury stock								171									171						171
Share-based payment transactions						363											363						363
Equity transactions and others																				(3,049	)		(3,049	)

Total transactions with owners and other						363		(96,113	)		(196,795	)					(292,545	)		(58,742	)		(351,287	)

Other changes											12,797						12,797						12,797

Balance as of March 31, 2020				¥86,067	¥	171,823	¥	(273,940	)	¥	8,142,948		¥	(114,639	)	¥	8,012,259		¥	273,764		¥	8,286,023

See accompanying notes to consolidated financial statements.

F-10

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years ended March 31, 2018, 2019 and 2020


		Yen (millions)
	Note	2018			2019			2020
Cash flows from operating activities:
Profit before income taxes		¥	1,114,973		¥	979,375		¥	789,918
Depreciation, amortization and impairment losses excluding equipment on operating leases			713,093			721,695			699,877
Share of profit of investments accounted for using the equity method			(247,643	)		(228,827	)		(164,203	)
Finance income and finance costs, net			13,218			(88,608	)		(47,892	)
Interest income and interest costs from financial services, net			(127,529	)		(124,076	)		(130,636	)
Changes in assets and liabilities
Trade receivables			(41,778	)		9,344			132,702
Inventories			(202,916	)		(60,906	)		(59,931	)
Trade payables			69,429			(11,816	)		(141,159	)
Accrued expenses			(2,700	)		25,372			(4,529	)
Provisions and retirement benefit liabilities			(28,945	)		(1,590	)		118
Receivables from financial services			(174,438	)		(260,704	)		103,614
Equipment on operating leases			(158,337	)		(230,311	)		(270,677	)
Other assets and liabilities			11,602			11,045			(20,524	)
Other, net			9,314			3,706			10,959
Dividends received			161,106			175,244			185,742
Interest received			245,095			270,776			288,821
Interest paid			(115,317	)		(150,162	)		(162,263	)
Income taxes paid, net of refund			(250,556	)		(263,569	)		(230,522	)

Net cash provided by operating activities			987,671			775,988			979,415
Cash flows from investing activities:
Payments for additions to property, plant and equipment			(415,563	)		(420,768	)		(370,195	)
Payments for additions to and internally developed intangible assets			(156,927	)		(187,039	)		(231,063	)
Proceeds from sales of property, plant and equipment and intangible assets			15,042			20,765			17,638
Payments for acquisitions of subsidiaries, net of cash and cash equivalents acquired			—			—			(3,047	)
Payments for acquisitions of investments accounted for using the equity method			(2,450	)		(2,401	)		(14,584	)
Payments for acquisitions of other financial assets			(280,236	)		(506,431	)		(282,806	)
Proceeds from sales and redemptions of other financial assets			224,302			515,670			265,980
Other, net			719			2,649			(1,404	)

Net cash used in investing activities			(615,113	)		(577,555	)		(619,481	)
Cash flows from financing activities:
Proceeds from short-term financing liabilities			8,106,505			8,435,249			9,037,608
Repayments of short-term financing liabilities			(8,004,620	)		(8,213,698	)		(9,039,601	)
Proceeds from long-term financing liabilities			1,689,596			1,900,257			2,021,173
Repayments of long-term financing liabilities			(1,609,554	)		(1,726,097	)		(1,676,504	)
Dividends paid to owners of the parent			(174,221	)		(194,271	)		(196,795	)
Dividends paid to non-controlling interests			(48,332	)		(66,872	)		(54,280	)
Purchases and sales of treasury stock, net			(87,082	)		(64,556	)		(96,113	)
Repayments of lease liabilities			(46,626	)		(47,088	)		(78,659	)
Other, net			—			—			(4,240	)

Net cash provided by (used in) financing activities			(174,334	)		22,924			(87,411	)
Effect of exchange rate changes on cash and cash equivalents			(47,712	)		16,276			(94,291	)

Net change in cash and cash equivalents			150,512			237,633			178,232
Cash and cash equivalents at beginning of year			2,105,976			2,256,488			2,494,121

Cash and cash equivalents at end of year	5	¥	2,256,488		¥	2,494,121		¥	2,672,353

See accompanying notes to consolidated financial statements.

F-11

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(1) Reporting Entity

Honda Motor Co., Ltd. (the “Company”) is a public company domiciled in Japan. The Company and its subsidiaries (collectively “Honda”) develop, manufacture and distribute motorcycles, automobiles, power products and others throughout the world, and also provide financial services to customers and dealers for the sale of those products. Principal manufacturing facilities are located in Japan, the United States of America, Canada, Mexico, the United Kingdom, Turkey, Italy, France, China, India, Indonesia, Malaysia, Thailand, Vietnam, Argentina and Brazil.

(2) Basis of Preparation

(a) Compliance with International Financial Reporting Standards

The Company’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). The term “IFRS” also includes International Accounting Standards (IASs) and the related interpretations of the interpretations committees (SIC and IFRIC).

(b) Basis of Measurement

The consolidated financial statements have been prepared on the historical cost basis, except for certain assets and liabilities separately stated in note 3.

(c) Functional Currency and Presentation Currency

The consolidated financial statements are presented in Japanese yen, which is the functional currency of the Company. All financial information presented in Japanese yen has been rounded to the nearest million Japanese yen, except when otherwise indicated.

(d) Changes in Accounting Policies

IFRS 16 “Leases”

Honda has adopted IFRS 16 “Leases” with a date of initial application of April 1, 2019. Honda used the modified retrospective approach, under which the cumulative effect of initial application was recognized as an adjustment to the opening balance of equity at the date of initial application. Therefore, the comparative information has not been restated and continues to be reported under the previous accounting policy.

Previously, Honda determined at contract inception whether an arrangement was or contained a lease under IAS 17 “Leases” and IFRIC 4 “Determining whether an Arrangement contains a Lease”. Honda assesses whether a contract is or contains a lease under IFRS 16 on or after April 1, 2019. Honda applied the practical expedient to grandfather the assessment of which contract was or contained a lease when applying IFRS 16. Therefore, Honda applied IFRS 16 to all contracts entered into prior to April 1, 2019 and identified as leases under IAS 17 and IFRIC 4.

IFRS 16 introduced a single on-balance lease accounting model for lessees. A lessee recognizes a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. In addition, expenses related to operating leases change from straight-line lease expenses to depreciation charge for right-of-use assets and interest expense on lease liabilities. At transition, Honda recognized the lease liabilities for leases previously classified as operating leases under IAS 17, and

F-12

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

measured these liabilities at the present value of the remaining lease payments, discounted using Honda’s incremental borrowing rate as of April 1, 2019. The weighted average rate applied was 1.19%. The right-of-use assets were measured at the amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the statement of financial position immediately before the date of initial application. In addition, Honda applied the following practical expedients when applying IFRS 16.

•

Applied a single discount rate to a portfolio of leases with reasonably similar characteristics;

•

Adjusted the right-of-use assets by the amount of any provision for onerous leases under IAS 37 “Provisions, Contingent Liabilities and Contingent Assets” recognized immediately before the date of initial application as an alternative to performing an impairment review; and

•

Excluded initial direct costs from the measurement of the right-of-use assets at the date of initial application.

In the consolidated statements of financial position, lease liabilities are included in other financial liabilities and right-of-use assets are included in property, plant and equipment.

Honda recognized additional lease liabilities of ¥272,232 million and total assets, mainly right-of-use assets were recognized approximately in the same amounts in the consolidated statement of financial position as of April 1, 2019.

The difference between the future minimum lease payments under non-cancelable operating leases as of March 31, 2019 disclosed in the consolidated financial statements immediately before the date of initial application, and the lease liabilities recognized as of April 1, 2019, is as follows:


	Yen(millions)
Future minimum lease payments under non-cancelable operating leases as of March 31, 2019		115,634
Discounted using the incremental borrowing rate as of April 1, 2019		108,147

Add: Finance lease obligations		62,308
Add: Cancelable operating leases		11,612
Add: Extension options reasonably certain to be exercised		152,473

Lease liabilities recognized as of April 1, 2019		334,540

(e) New Accounting Standards and Interpretations Not Yet Adopted

None of new or amended standards and interpretations that have been issued as of the date of approval of the consolidated financial statements but are not effective and have not yet been adopted by Honda as of March 31, 2020 have a significant effect on the consolidated financial statements.

(f) Use of Estimates and Judgments

The preparation of consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies, the reported amount of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from these estimates.

F-13

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

These estimates and underlying assumptions are reviewed on a continuous basis. Changes in these accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Due to various responses resulted from the spread of COVID-19 including outing and travel restrictions in various countries, there has been stagnation of consumers’ consumptions and corporate economic activities. As of the date of this report, although it is difficult to reasonably predict the severity and duration of the spread of COVID-19, Honda accounted for estimates using assumptions where corporate economic activities restart and market gradually recovers as the spread of COVID-19 slows down, based upon the information available. In addition, customer credit risk and other factors are affected by changes in forecast, including increase in unemployment rate and decline in used vehicle prices due to the downturn of economy. Honda incorporated forward-looking factors of future economic conditions including aforementioned factors into estimates of credit risk relating to receivables from financial services and operating leases based on the information available as of the date of this report. As uncertainties in market trend and economic conditions may remain persistent considering duration of the spread of COVID-19 and countermeasures taken by each country and region, actual results in any future periods could differ materially from the estimates.

Information about judgments that have been made in the process of applying accounting policies and that have significant effects on the amounts reported in the consolidated financial statements is as follows:

•

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))

Information about accounting estimates and assumptions that have significant effects on the amounts reported in the consolidated financial statements is as follows:

•

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)

•

Estimated amounts of variable consideration (note 20)

•

Recoverability of deferred tax assets (note 23)

•

Likelihood and magnitude of outflows of resources embodying economic benefits required to settle contingent liabilities (note 28)

(3) Significant Accounting Policies

(a) Basis of Consolidation

The consolidated financial statements include the accounts of the Company, its subsidiaries which are directly or indirectly controlled by the Company, and those structured entities which are controlled by Honda. All significant intercompany balances and transactions have been eliminated in consolidation.

F-14

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

Honda controls an entity when Honda is exposed or has rights to variable returns from involvement with the entity, and has the ability to affect those returns by using its power, which is the current ability to direct the relevant activities, over the entity. To determine whether or not Honda controls an entity, status of voting rights or similar rights, contractual agreements and other specific factors are taken into consideration.

Structured entities are entities designed so that voting or similar rights are not the dominant factor in deciding who controls the entity. Honda consolidates structured entities over which it has control, by comprehensively determining whether its control over the entity exists based on any contractual arrangements with such entity as well as the percentage of its voting or similar rights in the entity.

The financial statements of subsidiaries are included in the consolidated financial statements from the date when the control is obtained until the date when the control is lost. The financial statements of subsidiaries have been adjusted in order to ensure consistency with the accounting policies adopted by the Company as necessary.

Changes in the Company’s ownership interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. When control over a subsidiary is lost, the investment retained after the loss of control is remeasured at fair value as of the date of the loss of control, and any gain or loss on such remeasurement and disposal of the interest sold is recognized in profit or loss.

(b) Investments in Affiliates and Joint Ventures (Investments Accounted for Using the Equity Method)

Affiliates are entities over which Honda has a significant influence over the decisions on financial and operating policies, but does not have control or joint control.

Joint ventures are joint arrangements whereby the parties including Honda that have joint control have rights to the net assets of the arrangement. Joint arrangements are arrangements of which two or more parties have joint control, and joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.

Investments in affiliates and joint ventures are accounted for using the equity method from the date when the investees are determined to be affiliates or joint ventures until the date when they ceased to be classified as affiliates or joint ventures. Under the equity method, the investment is initially recognized at cost, and the carrying amount is subsequently increased or decreased, to recognize Honda’s share of profit or loss and other comprehensive income of the affiliate or the joint venture after the date of initial recognition. The financial statements of affiliates and joint ventures have been adjusted in order to ensure consistency with the accounting policies adopted by the Company in applying the equity method, as necessary.

The use of the equity method is discontinued from the date when the investees are determined to be no longer affiliates or joint ventures. The investment retained after cessation of the equity method is remeasured at fair value, and any gain or loss on such remeasurement and disposal of the investment is recognized in profit or loss.

(c) Foreign Currency Translations

1) Foreign currency transactions

Foreign currency transactions are translated into the respective functional currencies at the exchange rates prevailing when such transactions occur. All foreign currency receivables and payables are translated into the respective functional currencies at the applicable exchange rates at the end of the reporting period. Gains or

F-15

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

losses on exchange differences arising on settlement of foreign currency receivables and payables or on their translations at the end of the reporting date are recognized in profit or loss and they are included in finance income and finance costs-other, net in the consolidated statements of income.

2) Foreign operations

All assets and liabilities of foreign subsidiaries, affiliates and joint ventures (collectively “foreign operations”), which use a functional currency other than Japanese yen, are translated into Japanese yen at the exchange rates at the end of the reporting period. All revenues and expenses of foreign operations are translated into Japanese yen at the average exchange rate for the period except when a functional currency is the currency of a hyperinflationary economy. Exchange differences arising from translation are recognized in other comprehensive income and accumulated in other components of equity in the consolidated statements of financial position. When a foreign operation is disposed of, and control, significant influence or joint control over the foreign operation is lost, the cumulative amount of exchange differences relating to the foreign operation is reclassified from equity to profit or loss.

(d) Financial Instruments

A financial instrument is a contract that gives rise to a financial asset of one entity and a financial liability or equity security of another entity. When Honda becomes a party to the contractual provision of a financial instrument, the financial instrument is recognized either as a financial asset or as a financial liability. When Honda purchases or sells a financial asset, the financial asset is recognized or derecognized at the trade date.

1) Non-derivative financial assets

Honda classifies financial assets other than derivatives into “financial assets measured at amortized cost”, “financial assets measured at fair value through other comprehensive income” or “financial assets measured at fair value through profit or loss”. Honda determines the classification of financial assets upon initial recognition.

Financial assets are derecognized when the contractual rights to cash flows from the financial assets expire, or when the contractual rights to receive the cash flows from the financial assets are transferred and all risks and rewards of ownership of the financial assets are substantially transferred.

Financial assets measured at amortized cost

A financial asset is classified into financial assets measured at amortized cost when the asset is held within a business model whose objective is to hold the asset in order to collect the contractual cash flows, and the contractual term of the financial asset gives rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets measured at amortized cost except trade receivables arising from contracts with customers are initially measured at their fair value and trade receivables arising from contracts with customers are initially measured at their transaction price. Financial assets measured at amortized cost are subsequently measured at amortized cost using the effective interest method.

F-16

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

Financial assets measured at fair value

A financial asset other than a financial asset measured at amortized cost is classified into financial assets measured at fair value. The financial assets measured at fair value are further classified into the following categories:

Financial assets measured at fair value through other comprehensive income

A debt security is classified into financial assets measured at fair value through other comprehensive income when the asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. The debt securities are initially measured at their fair value, and subsequent changes in fair value are recognized in other comprehensive income except for impairment gain or loss and foreign exchange gain or loss. When the debt securities are derecognized, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss. For the year ended March 31, 2018, the debt securities are classified into financial assets measured at fair value through profit or loss.

Honda elects to designate investments in equity securities such as shares, held for maintaining and strengthening the trade relationship as financial assets measured at fair value through other comprehensive income. Equity securities designated as financial assets measured at fair value through other comprehensive income are initially measured at their fair value, and subsequent changes in fair value of the investment are recognized in other comprehensive income. However, dividends from the equity securities are principally recognized in profit or loss. When the equity securities are derecognized, the cumulative gain or loss previously recognized in other comprehensive income is directly reclassified to retained earnings.

Financial assets measured at fair value through profit or loss

Financial assets measured at fair value other than financial assets measured at fair value through other comprehensive income are classified into financial assets measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are initially measured at their fair value, and subsequent changes in fair value are recognized in profit or loss.

(Cash and cash equivalents)

Cash and cash equivalents consist of cash on hand, demand deposits, and short-term highly liquid investments that are readily convertible to known amounts of cash and are subject to insignificant risk of changes in value. Honda includes all highly liquid debt instruments with original maturities of three months or less in cash equivalents.

2) Non-derivative financial liabilities

Financial liabilities other than derivatives are initially measured at their fair value, and are subsequently measured at amortized cost using the effective interest method.

Financial liabilities are derecognized, when the obligations specified in the contract are discharged, canceled or expire.

F-17

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

3) Derivatives

Honda has entered into foreign exchange and interest rate agreements to manage currency and interest rate exposures. These agreements include foreign currency forward exchange contracts, currency option contracts, currency swap agreements and interest rate swap agreements.

All these derivatives are initially recognized as assets or liabilities and measured at fair value, when Honda becomes a party to the contractual provision of the derivatives. Subsequent changes in fair value of derivatives are recognized in profit or loss in the period of the changes.

Honda has not held any derivatives designated as hedging instruments for the years ended March 31, 2018, 2019 and 2020.

4) Offsetting of financial assets and financial liabilities

Financial assets and financial liabilities are offset and the net amount is presented in the consolidated statements of financial position, only when Honda currently has a legally enforceable right to offset the recognized amounts, and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

(e) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories includes purchase costs and conversion costs, and it is determined principally by using the first-in first-out method. Conversion cost includes an appropriate share of production overheads on the normal operation capacity. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

(f) Equipment on Operating Leases

Equipment on operating leases is measured based on the cost model and carried at its cost less accumulated depreciation and impairment losses.

A vehicle subject to operating lease is initially measured at its cost. Depreciation of equipment on operating leases is calculated on the straight-line method over the lease term. The depreciable amount is the cost of the vehicle less its residual value which is estimated by using the estimate of future used vehicle value, taking into consideration external industry data and Honda’s historical experience.

(g) Property, Plant and Equipment

Property, plant and equipment is measured based on the cost model and carried at its cost less accumulated depreciation and impairment losses.

Property, plant and equipment is initially measured at its cost. Subsequent expenditures on an item of property, plant and equipment acquired, are recognized in the carrying amount of the item, only when it is probable that the expenditure will generate a future economic benefit.

Depreciation of property, plant and equipment, except for land that is not subject to depreciation, is calculated on the straight-line method over the estimated useful life. The depreciable amount is the cost of the asset less the respective estimated residual values.

F-18

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

The estimated useful lives used in calculating depreciation of property, plant and equipment are mainly as follows:

•

Buildings and structures: 3 to 50 years

•

Machinery and equipment: 2 to 20 years

The depreciation method, useful lives and residual values of property, plant and equipment are reviewed annually at each fiscal year end, and adjusted prospectively, if appropriate.

Property, plant and equipment in the consolidated statements of financial position include right-of-use assets under lease arrangements. For the accounting for the right-of-use assets, see “(i) Lease.”

(h) Intangible Assets

Intangible assets are measured based on the cost model and carried at their cost less accumulated amortization and impairment losses.

(Research and development)

Development expenditure for a product is capitalized only when there is a technical and commercial feasibility of completing the development, Honda has intention, ability and sufficient resources to use the outcome of the development, it is probable that the outcome will generate a future economic benefit, and the cost can be measured reliably.

Capitalized development cost is measured at the sum of expenditures for development incurred between when the foregoing conditions for capitalization are initially met and when the development is completed, and includes all directly attributable costs to the development process. Capitalized development cost is amortized using the straight-line method over the expected product life cycle of the developed product ranging mainly from 2 to 6 years.

Expenditures on research and other development expenditures which do not meet the foregoing conditions are expensed as incurred.

(Other intangible asset)

Other intangible assets are initially measured at cost and principally amortized using the straight-line method over their estimated useful lives. Other intangible assets are mainly comprised of software for internal use whose estimated useful lives range from 3 to 5 years.

The amortization method and useful lives of intangible assets are reviewed annually at each fiscal year end, and adjusted prospectively, if appropriate.

(i) Lease

Policy applicable from April 1, 2019

At inception of a contract, Honda assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. When Honda has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use and the right to direct the use of the identified asset, the contract conveys the right to control the use of the identified asset.

F-19

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

1) Lease as a lessee

A right-of-use asset and a lease liability are recognized at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the amount of initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date, any initial direct costs incurred by the lessee and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset. For a contract that contains a lease component and non-lease components, Honda has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.

The right-of-use asset is measured based on the cost model and carried at its cost less accumulated depreciation and impairment losses. After the initial recognition, depreciation of the right-of-use asset is subsequently calculated on the straight-line method from the commencement date to the earlier of the end of the useful life of the underlying asset or the end of the lease term. The estimated useful lives of underlying assets, see note “(3) Significant Accounting Policies (g) Property, Plant and Equipment.”

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, Honda’s incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise mainly the fixed payments (including the lease payments in an optional renewal period if Honda is reasonably certain to exercise the extension option) and the penalties for termination of a lease unless Honda is reasonably certain not to terminate early.

After the initial recognition, the lease liability is measured by increasing the carrying amount to reflect interest that produces a constant periodic rate of interest on the remaining balance of the lease liability and reducing the carrying amount to reflect the lease payments. The lease liability is remeasured if Honda changes its assessment of whether it will exercise an extension or termination option.

When the lease liability is remeasured, the amount of the remeasurement of the lease liability is recognized as an adjustment to the right-of-use asset. However, if the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, any remaining amount of the remeasurement is recognized in profit or loss.

2) Lease as a lessor

For a contract that is, or contains a lease, the lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset and the lease other than finance lease is classified as an operating lease.

Honda assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset.

The finance subsidiaries of the Company engage in the business of leasing vehicles as a lessor. A receivable from customer held under a finance lease is initially recognized at the amount of net investment in the lease which is the gross investment in the lease discounted at the interest rate implicit in the lease, and included in receivables from financial services in the consolidated statements of financial position. Vehicles subject to operating leases are presented as equipment on operating leases in the consolidated statements of financial position.

If a contract contains lease and non-lease components, Honda applies IFRS 15 to allocate the consideration in the contract.

F-20

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

Policy applicable before April 1, 2019

An arrangement that is or contains a lease is determined based on the substance of the arrangement by assessment of whether the fulfillment of that arrangement depends on use of a specific asset or group of assets, and whether a right to use the asset is transferred under the arrangement.

When an arrangement is or contains a lease, the lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to the ownership, based on the substance of the arrangement. Leases other than finance lease are classified as operating lease.

1) Lease as a lessee

A leased asset and liability for the future lease payment under a finance lease are initially recognized at the lower of fair value of the leased asset or the present value of the minimum lease payments, each determined at inception of the lease. After the initial recognition, the leased asset is accounted for according to the accounting policies applied to the asset. Lease payments under a finance lease are apportioned between the finance cost and the reduction in the carrying amount of the liability. Lease payments under an operating lease are recognized as an expense on a straight-line basis over the lease term.

2) Lease as a lessor

The finance subsidiaries of the Company engage in the business of leasing vehicles as a lessor. A receivable from customer held under a finance lease is initially recognized at the amount of net investment in the lease which is the gross investment in the lease discounted at the interest rate implicit in the lease, and included in receivables from financial services in the consolidated statements of financial position. After the initial recognition, the receivable under finance lease is accounted for in accordance with the accounting policies applied to financial assets. Vehicles subject to operating leases are presented as equipment on operating leases in the consolidated statements of financial position.

(j) Impairment

1) Financial assets measured at amortized cost and debt securities classified into financial assets measured at fair value through other comprehensive income

Policy applicable from April 1, 2018

The allowance for impairment losses of financial assets measured at amortized cost other than trade receivables and debt securities classified into financial assets measured at fair value through other comprehensive income is measured at amounts according to the three-stage expected credit loss (ECL) model:

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

The allowance for impairment losses of trade receivables is continuously measured at amounts equal to lifetime ECL.

F-21

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

Receivables from financial services – Allowance for credit losses

The allowance for credit losses is management’s estimate of expected credit loss on receivables from financial services.

Receivables from financial services – Allowance for losses on lease residual values

The allowance for losses on lease residual values is management’s estimate of probable losses arising from declines in the estimated lease residual values incurred on receivables from finance leases.

F-22

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

residual values are maintained at an amount management deems adequate to cover estimated losses on the uninsured portion of the vehicles’ lease residual values. The allowance is also based on management’s evaluation of many factors, including current economic conditions, industry experience and the finance subsidiaries’ historical experience with residual value losses.

Policy applicable before April 1, 2018

At the end of each reporting period, based on individual assets or assets grouped according to credit risk characteristics, financial assets measured at amortized cost are assessed to determine whether there is objective evidence that a financial asset or group of financial assets is impaired. Objective evidence of impairment includes significant financial difficulty of the issuer or the borrowers, a default or delinquency in interest or principal payments, an increase in the probability of bankruptcy or other financial restructuring of the issuer, and disappearance of an active market for the security.

If there is an objective evidence that financial assets measured at amortized cost is impaired, the amount of impairment loss is measured as the difference between the carrying amount of the assets and its present value which is calculated by discounting estimated future cash flows using the asset’s original effective interest rate. The impairment loss is recognized in profit or loss, by deducting the carrying amount of the financial assets directly or through an allowance account.

Further, if, in a subsequent period, the amount of impairment loss decreases and the decrease can be related objectively to an event occurring after impairment was recognized, the impairment loss which was recorded in prior periods is reversed and recognized in profit or loss.

Receivables from financial services – Allowance for credit losses

The allowance for credit losses is management’s estimate of probable losses incurred on receivables from financial services. Estimated losses on past due operating lease rental payments are also recognized through an allowance for credit losses.

Consumer finance receivables are collectively evaluated for impairment. Delinquencies and losses are continuously monitored and this historical experience provides the primary basis for estimating the allowance. Various methodologies are utilized when estimating the allowance for credit losses including models that incorporate vintage loss and delinquency migration analysis. The models take into consideration attributes of the portfolio including loan-to-value ratios, internal and external credit scores, collateral types, and loan terms. Market and economic factors such as used vehicle prices, unemployment, and consumer debt service burdens are also incorporated into these models.

Dealer finance receivables are individually evaluated for impairment when specifically identified as impaired. Dealer finance receivables are considered to be impaired when it is probable that the finance subsidiaries of the Company will be unable to collect all amounts due according to the original terms of the loan. The determination of whether dealer loans are impaired is based on evaluations of dealerships’ payment history, financial condition and cash flows, and their ability to perform under the terms of the loans. Dealer loans that have not been specifically identified as impaired are collectively evaluated for impairment.

Receivables from financial services – Allowance for losses on lease residual values

F-23

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

The finance subsidiaries of the Company purchase insurance to cover a substantial amount of the estimated residual value of a part of vehicles leased as finance leases to customers. The allowance for losses on lease residual values are maintained at an amount management deems adequate to cover estimated losses on the uninsured portion of the vehicles’ lease residual values. The allowance is also based on management’s evaluation of many factors, including current economic conditions, industry experience and the finance subsidiaries’ historical experience with residual value losses.

2) Non-financial assets and investments accounted for using the equity method

At the end of the reporting period, the carrying amount of non-financial assets other than inventories and deferred tax assets (which are comprised mainly of equipment on operating leases, property, plant and equipment, and intangible assets) is assessed to determine whether or not there is any indication of impairment. If there is such an indication, the recoverable amount of such asset is estimated and compared with the carrying amount of the asset, as test of impairment.

For investments accounted for using the equity method, the entire carrying amount of each investment in affiliates and joint ventures is tested for impairment as a single asset, when there is objective evidence that the investments accounted for using the equity method may be impaired.

The recoverable amount of an individual asset or a cash-generating unit is the higher of fair value less costs to sell and value in use. Value in use is determined as the present value of future cash flows expected to be derived from an asset or a cash-generating unit. A cash-generating unit is determined as the smallest identifiable group of assets that generate cash inflows which are largely independent of cash inflows from other assets or a group of assets. When it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash-generating unit to which the asset belongs is estimated.

When the carrying amount of an asset or a cash-generating unit exceeds the recoverable amount, the carrying amount is reduced to the recoverable amount and an impairment loss is recognized in profit or loss. An impairment loss for a cash-generating unit is allocated to the assets on the basis of the relative carrying amount of each asset in the unit.

An impairment loss recognized for an asset or a cash-generating unit in prior period is reversed, if there is any indication that the impairment loss may have decreased or may no longer exist, and when the recoverable amount of the asset exceeds the carrying amount. If this is the case, the carrying amount of the asset is increased to its recoverable amount, but the increased carrying amount does not exceed the carrying amount (net of depreciation or amortization) calculated on the basis that no impairment loss had occurred in the prior period.

(k) Provisions

Provisions are recognized when Honda has present legal or constructive obligation as a result of past events, 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.

Provisions are measured based on the best estimate of expenditure required to settle the present obligation at the end of the reporting period. Where the effect of the time value of money is material, a provision is measured at the present value of the expenditures required to settle the obligation. In calculating the present value, a pre-tax rate that reflects current market assessment of the time value of money and the risks specific to the liability is used as the discount rate.

F-24

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(l) Employee Benefits

1) Short-term employee benefits

For short-term employee benefits including salaries, bonuses and paid annual leave, when the employees render related services, the amounts expected to be paid in exchange for those services are recognized as expenses.

2) Post-employment benefits

Honda has various post-employment benefit plans including defined benefit plans and defined contribution plans.

Defined benefit plans

For defined benefit plans, the present value of defined benefit obligations less the fair value of plan assets is recognized as either liability or asset in the consolidated statements of financial position.

The present value of defined benefit obligations and service cost are principally determined for each plan using the projected unit credit method. The discount rate is determined by reference to market yields at the end of the reporting period on high quality corporate bonds that is consistent with the currency and estimated term of the post-employment benefit obligation. Net interest on the net defined benefit liability (asset) for the reporting period is determined by multiplying the net defined benefit liability (asset) by the discount rate.

Past service cost defined as the change in the present value of the defined benefit obligation resulting from a plan amendment or curtailment is recognized in profit or loss upon occurrence of the plan amendment or curtailment.

Honda recognizes the difference arising from remeasurement of present value of the defined benefit obligations and the fair value of the plan assets in other comprehensive income when it is incurred, and reclassifies it immediately to retained earnings.

Defined contribution plans

For defined contribution plans, when the employees render related services, the contribution payables to defined contribution plan are recognized as expenses.

(m) Equity

1) Common share

Common share issued by the Company is classified as equity, and the proceeds from issuance of common share are included in common stock and capital surplus.

2) Treasury stock

Treasury stock acquired by Honda is recognized at cost and deducted from equity. When treasury stock is sold, the consideration received is recognized as equity with the difference between the carrying amount and the consideration received included in capital surplus.

F-25

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(n) Revenue Recognition

1) Sale of products

Sales of products are reported by Motorcycle business, Automobile business, Life creation business and other businesses. For details of the information on each business, see note 4.

Honda recognizes revenue when control over products is transferred to customers. This transfer generally corresponds to the date of delivery of products to customers. Revenue is measured based on consideration specified in a contract with customer and excludes amounts collected on behalf of third parties. The total consideration in the contract is allocated to all products and services based on their stand-alone selling prices. The stand-alone selling prices are determined with reference to the selling prices of similar products or services and other reasonably available information. For the year ended March 31, 2018, revenue from sale of products was recognized when the significant risks and rewards of ownership of products were transferred to the customer, Honda retained neither continuous involvement nor effective control over the product, the amount of revenue and the corresponding cost could be measured reliably and collection of the relevant receivable was reasonably assured. This generally corresponded to the date of delivery of products to customers.

Honda provides dealer incentives, which generally represent discounts provided from Honda to the dealer. Honda also provides incentive programs generally in the form of below-market interest rate loans or lease programs for the retail customers to enhance dealer’s sales activities. The amount incurred for these programs is calculated based on the difference between the interest or lease rate offered to retail customers and the market-based interest or lease rate. These incentives are considered variable consideration when determining the transaction price and they are deducted from sales revenue recognized when products are sold to the dealers. Revenue is recognized only to the extent that it is highly probable that a significant reversal will not occur when the uncertainty associated with the variable consideration is subsequently resolved. For the year ended March 31, 2018, these incentives were estimated and recognized at the time the product was sold to the dealer and were deducted from sales revenue.

Customers usually pay consideration for sales of products within 30 days from the transfers of control over the products to customers.

In addition, product sales contracts with customers include warranty clauses to guarantee that the products comply with agreed-upon specifications and Honda recognizes provisions for product warranties to meet these guarantees. For more information on product warranties, see note 17.

2) Rendering of financial services

Interest income from receivables from financial services is recognized using the effective interest method. Finance receivable origination fees and certain direct origination costs are included in the calculation of the effective interest rate, and the net fee or cost is amortized using the effective interest method over the contractual term of the finance receivables.

The finance subsidiaries of the Company offer financial services that contain a lease. Interest income from receivables held under a finance lease is recognized using the effective interest method. When Honda is the manufacturer or dealer lessor, sales revenue and the corresponding cost for a portion identified as sale of products is recognized in profit or loss in accordance with the policy on revenue recognition for sale of products. Revenue from operating leases is recognized on a straight-line basis over the term of the lease.

F-26

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(o) Income Taxes

Income tax expenses are presented as the aggregate amount of current taxes and deferred taxes. Current taxes and deferred taxes are recognized in profit or loss, except for the tax arising from a transaction which is recognized either in other comprehensive income or directly in equity.

Current taxes are measured at the amount expected to be paid to (or recovered from) the taxation authorities in respect of the taxable profit (or tax loss) for the reporting period, using the tax rates and tax laws enacted or substantively enacted at the end of the reporting period.

Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the carrying amount of assets or liabilities in the consolidated statements of financial position and the tax base of the assets or liabilities and carryforward of unused tax losses and tax credits. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unused tax losses, and unused tax credits can be utilized.

Deferred tax liabilities for taxable temporary differences related to investments in subsidiaries and affiliates, and interest in joint ventures are not recognized to the extent that Honda is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future. Deferred tax assets for deductible temporary differences arising from investments in subsidiaries and affiliates, and interest in joint ventures are recognized to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which they can be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the assets are realized or the liabilities are settled, based on the tax rates and tax laws enacted or substantively enacted at the end of the reporting period. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which Honda expects, at the end of reporting period, to recover or settle the carrying amount of its assets and liabilities.

Honda reviews the carrying amount of deferred tax assets at the end of each reporting period, and reduces the carrying amount of deferred tax assets to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of that deferred tax assets to be utilized.

Deferred tax assets and deferred tax liabilities are offset, only when Honda has a legally enforceable right to set off current tax assets against current tax liabilities, and the same taxation authority levies income taxes either on the same taxable entity or on different taxable entity which intends either to settle current tax liabilities and assets on a net basis or to realize the assets and settle the liabilities simultaneously.

Honda reflects the effect of uncertainty in the consolidated financial statements if Honda concludes it is not probable that the taxation authority will accept the tax treatment.

(p) Earnings per Share

Basic earnings per share is calculated by dividing profit for the year attributable to owners of the parent by the weighted average number of common shares outstanding during the period.

(4) Segment Information

Honda has four reportable segments: Motorcycle business, Automobile business, Financial services business and Life creation and other businesses, which are based on Honda’s organizational structure and characteristics

F-27

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

of products and services. Operating segments are defined as the components of Honda for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The accounting policies used for these reportable segments are consistent with the accounting policies used in the Company’s consolidated financial statements.

Principal products and services, and functions of each segment are as follows:


Segment	Principal products and services	Functions
Motorcycle Business	Motorcycles, all-terrain vehicles (ATVs), side-by-sides (SxS) and relevant parts	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

Life Creation and Other Businesses	Power products and relevant parts, and others	Research and development Manufacturing Sales and related services Others

(a) Segment Information

Segment information as of and for the years ended March 31, 2018, 2019 and 2020 is as follows:

As of and for the year ended March 31, 2018


	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Life Creation and Other Businesses			Segment Total		Reconciling Items			Consolidated
Sales revenue:
External customers	¥	2,038,712	¥	10,852,171	¥	2,123,194	¥	347,069		¥	15,361,146	¥	—		¥	15,361,146
Intersegment		—		193,038		14,071		24,097			231,206		(231,206	)		—

Total		2,038,712		11,045,209		2,137,265		371,166			15,592,352		(231,206	)		15,361,146

Segment profit (loss)	¥	267,015	¥	373,840	¥	196,067	¥	(3,364	)	¥	833,558	¥	—		¥	833,558

Share of profit of investments accounted for using the equity method	¥	31,270	¥	215,843	¥	—	¥	530		¥	247,643	¥	—		¥	247,643
Segment assets		1,533,367		7,879,769		9,409,243		314,838			19,137,217		211,947			19,349,164
Investments accounted for using the equity method		89,498		584,922		—		5,097			679,517		—			679,517
Depreciation and amortization		74,128		616,321		748,503		15,164			1,454,116		—			1,454,116
Capital expenditures		63,927		514,910		1,801,554		14,243			2,394,634		—			2,394,634
Impairment losses on non-financial assets		42		3,648		11,911		4			15,605		—			15,605
Provision for credit and lease residual losses on receivables from financial services		—		—		36,699		—			36,699		—			36,699

F-28

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)


As of and for the year ended March 31, 2019
	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Life Creation and Other Businesses			Segment Total		Reconciling Items			Consolidated
Sales revenue:
External customers	¥	2,100,155	¥	11,072,117	¥	2,365,355	¥	350,990		¥	15,888,617	¥	—		¥	15,888,617
Intersegment		—		215,647		14,687		26,266			256,600		(256,600	)		—

Total		2,100,155		11,287,764		2,380,042		377,256			16,145,217		(256,600	)		15,888,617

Segment profit (loss)	¥	291,642	¥	209,694	¥	235,945	¥	(10,911	)	¥	726,370	¥	—		¥	726,370

Share of profit of investments accounted for using the equity method	¥	29,704	¥	198,505	¥	—	¥	618		¥	228,827	¥	—		¥	228,827
Segment assets		1,523,817		7,923,802		10,236,066		328,870			20,012,555		406,567			20,419,122
Investments accounted for using the equity method		88,494		619,091		—		5,454			713,039		—			713,039
Depreciation and amortization		66,680		603,124		784,683		14,198			1,468,685		—			1,468,685
Capital expenditures		74,024		525,419		2,041,735		16,074			2,657,252		—			2,657,252
Impairment losses on non-financial assets		1,404		32,674		12,716		14			46,808		—			46,808
Provision for credit and lease residual losses on receivables from financial services		—		—		34,720		—			34,720		—			34,720
As of and for the year ended March 31, 2020
	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Life Creation and Other Businesses			Segment Total		Reconciling Items			Consolidated
Sales revenue:
External customers	¥	2,059,335	¥	9,959,080	¥	2,586,965	¥	325,629		¥	14,931,009	¥	—		¥	14,931,009
Intersegment		—		235,558		13,972		25,025			274,555		(274,555	)		—

Total		2,059,335		10,194,638		2,600,937		350,654			15,205,564		(274,555	)		14,931,009

Segment profit (loss)	¥	285,668	¥	153,323	¥	219,704	¥	(25,058	)	¥	633,637	¥	—		¥	633,637

Share of profit of investments accounted for using the equity method	¥	34,526	¥	129,114	¥	—	¥	563		¥	164,203	¥	—		¥	164,203
Segment assets		1,483,888		7,821,499		10,282,136		354,472			19,941,995		519,470			20,461,465
Investments accounted for using the equity method		83,144		566,582		—		5,749			655,475		—			655,475
Depreciation and amortization		67,512		555,153		823,996		14,742			1,461,403		—			1,461,403
Capital expenditures		93,871		498,260		2,248,597		17,611			2,858,339		—			2,858,339
Impairment losses on non-financial assets		345		57,817		36,039		15			94,216		—			94,216
Provision for credit and lease residual losses on receivables from financial services		—		—		56,894		—			56,894		—			56,894

Explanatory notes:

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.

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, 2018, 2019 and 2020 amounted to ¥519,780 million, ¥682,842 million

F-29

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

and ¥787,022 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, 2018, 2019 and 2020 are ¥219,575 million, ¥247,194 million and ¥212,275 million, respectively. These are mainly included in Automobile business.

The amounts of write-down of inventories recognized as an expense for the years ended March 31, 2018, 2019 and 2020 are ¥67,768 million, ¥32,565 million and ¥37,752 million respectively. These are related to Automobile business and aircraft and aircraft engines, which are included in Life creation and other businesses.

(b) Product or Service Groups Information

Sales revenue by product or service groups of Honda for the years ended March 31, 2018, 2019 and 2020 is as follows:


	Yen (millions)
	2018		2019		2020
Motorcycles and relevant parts	¥	1,919,232	¥	1,986,968	¥	1,921,065
All-terrain vehicles (ATVs), side-by-sides (SxS) and relevant parts		119,480		113,187		138,270
Automobiles and relevant parts		11,813,125		12,173,065		11,199,477
Financial services		1,162,240		1,264,407		1,346,568
Power products and relevant parts		266,233		266,012		243,251
Others		80,836		84,978		82,378

Total	¥	15,361,146	¥	15,888,617	¥	14,931,009

(c) Geographical Information

The sales revenue and carrying amounts of non-current assets other than financial instruments, deferred tax assets and net defined benefit assets based on the location of the Company and its subsidiaries as of and for the years ended March 31, 2018, 2019 and 2020 are as follows:

As of and for the year ended March 31, 2018


	Yen (millions)
	Japan		United States		Other Countries		Total
Sales revenue	¥	2,240,033	¥	7,028,633	¥	6,092,480	¥	15,361,146
Non-current assets other than financial instruments, deferred tax assets and net defined benefit assets	¥	2,580,515	¥	3,784,531	¥	1,696,056	¥	8,061,102

As of and for the year ended March 31, 2019


	Yen (millions)
	Japan		United States		Other Countries		Total
Sales revenue	¥	2,394,584	¥	7,480,382	¥	6,013,651	¥	15,888,617
Non-current assets other than financial instruments, deferred tax assets and net defined benefit assets	¥	2,695,603	¥	3,956,228	¥	1,685,874	¥	8,337,705

F-30

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

As of and for the year ended March 31, 2020


	Yen (millions)
	Japan		United States		Other Countries		Total
Sales revenue	¥	2,307,523	¥	7,091,136	¥	5,532,350	¥	14,931,009
Non-current assets other than financial instruments, deferred tax assets and net defined benefit assets	¥	3,003,416	¥	4,007,268	¥	1,573,982	¥	8,584,666

(d) Supplemental Geographical Information

In addition to the disclosure required by IFRS, Honda provides the following supplemental information for the financial statements users:

Supplemental geographical information based on the location of the Company and its subsidiaries

As of and for the year ended March 31, 2018


	Yen (millions)
	Japan			North America			Europe			Asia			Other Regions			Total			Reconciling Items				Consolidated
Sales revenue:
External customers		¥	2,240,033		¥	8,067,455		¥	680,497		¥	3,541,680		¥	831,481		¥	15,361,146		¥	—			¥	15,361,146
Inter-geographic areas			2,240,651			517,150			236,717			679,340			6,043			3,679,901			(3,679,901	)			—

Total			4,480,684			8,584,605			917,214			4,221,020			837,524			19,041,047			(3,679,901	)			15,361,146

Operating profit (loss)		¥	86,916		¥	278,476		¥	15,837		¥	402,620		¥	43,831		¥	827,680		¥	5,878			¥	833,558

Assets		¥	4,405,523		¥	10,651,191		¥	727,045		¥	2,942,053		¥	659,781		¥	19,385,593		¥	(36,429	)		¥	19,349,164
Non-current assets other than financial instruments, deferred tax assets and net defined benefit assets		¥	2,580,515		¥	4,530,019		¥	105,649		¥	683,006		¥	161,913		¥	8,061,102		¥	—			¥	8,061,102

As of and for the year ended March 31, 2019


	Yen (millions)
	Japan			North America			Europe				Asia			Other Regions			Total			Reconciling Items				Consolidated
Sales revenue:
External customers		¥	2,394,584		¥	8,526,733		¥	652,335			¥	3,557,338		¥	757,627		¥	15,888,617		¥	—			¥	15,888,617
Inter-geographic areas			2,453,729			497,231			275,089				714,901			6,826			3,947,776			(3,947,776	)			—

Total			4,848,313			9,023,964			927,424				4,272,239			764,453			19,836,393			(3,947,776	)			15,888,617

Operating profit (loss)		¥	10		¥	299,750		¥	(6,620	)		¥	404,220		¥	22,616		¥	719,976		¥	6,394			¥	726,370

Assets		¥	4,546,640		¥	11,418,194		¥	694,606			¥	3,024,357		¥	621,259		¥	20,305,056		¥	114,066			¥	20,419,122
Non-current assets other than financial instruments, deferred tax assets and net defined benefit assets		¥	2,695,603		¥	4,740,675		¥	65,500			¥	691,211		¥	144,716		¥	8,337,705		¥	—			¥	8,337,705

F-31

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

As of and for the year ended March 31, 2020


	Yen (millions)
	Japan			North America		Europe		Asia		Other Regions		Total		Reconciling Items			Consolidated
Sales revenue:
External customers	¥	2,307,523		¥	8,167,345	¥	561,856	¥	3,207,470	¥	686,815	¥	14,931,009	¥	—		¥	14,931,009
Inter-geographic areas		2,115,411			389,474		210,713		652,231		6,825		3,374,654		(3,374,654	)		—

Total		4,422,934			8,556,819		772,569		3,859,701		693,640		18,305,663		(3,374,654	)		14,931,009

Operating profit (loss)	¥	(28,162	)	¥	305,315	¥	14,996	¥	319,565	¥	37,289	¥	649,003	¥	(15,366	)	¥	633,637

Assets	¥	4,889,920		¥	11,375,801	¥	689,158	¥	2,851,027	¥	518,445	¥	20,324,351	¥	137,114		¥	20,461,465
Non-current assets other than financial instruments, deferred tax assets and net defined benefit assets	¥	3,003,416		¥	4,755,072	¥	58,735	¥	658,397	¥	109,046	¥	8,584,666	¥	—		¥	8,584,666

Explanatory notes:

1.	Major countries in each geographic area:


		North America		United States, Canada, Mexico
		Europe		United Kingdom, Germany, Belgium, Italy, France
		Asia		Thailand, Indonesia, China, India, Vietnam
		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.

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, 2018, 2019 and 2020 amounted to ¥519,780 million, ¥682,842 million and ¥787,022 million, respectively, which consist primarily of the Company’s cash and cash equivalents and financial assets measured at fair value through other comprehensive income.

(e) Others

Impact to Europe related to changes of the global automobile production network and capability

In February 2019, the Company announced making changes throughout the global automobile production network based on the direction to optimize production allocation and production capacity on a global basis. As a part of the changes, the Company announced mainly to begin consultation with employees in the direction toward discontinuing automobile production at its certain subsidiaries in Europe in 2021.

The Company and its certain subsidiaries recognized ¥68,092 million of losses including an impairment loss on property, plant and equipment, employee benefits and other expenses. Of the total loss and expenses, ¥56,590 million is included in cost of sales and ¥11,502 million is included in selling, general and administrative in the consolidated statements of income for the year ended March 31, 2019.

F-32

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(5) Cash and Cash Equivalents

Cash and cash equivalents as of March 31, 2019 and 2020 consist of the following:


	Yen (millions)
	2019		2020
Cash and deposits	¥	1,815,920	¥	2,017,247
Cash equivalents		678,201		655,106

Total	¥	2,494,121	¥	2,672,353

Cash equivalents held by Honda mainly consist of money market funds and certificates of deposit.

(6) Trade Receivables

Trade receivables are classified as financial assets measured at amortized cost.

Trade receivables as of March 31, 2019 and 2020 consist of the following:


	Yen (millions)
	2019			2020
Trade accounts and notes receivable	¥	712,180		¥	526,403
Other		93,620			118,808
Allowance for impairment losses		(12,555	)		(11,302	)

Total	¥	793,245		¥	633,909

The changes in the allowance for impairment losses on trade receivables for the years ended March 31, 2018, 2019 and 2020 are as follows:


	Yen (millions)
	2018			2019			2020
Balance at beginning of year	¥	14,510		¥	14,389		¥	12,555

Remeasurement	¥	858		¥	251		¥	589
Write-offs		(706	)		(1,590	)		(971	)
Exchange differences on translating foreign operations		(273	)		(495	)		(871	)

Balance at end of year	¥	14,389		¥	12,555		¥	11,302

Comparative amounts for the year ended March 31, 2018 represent the allowance for impairment losses under IFRS 9 (2013). The allowance for impairment losses on trade receivables for the years ended March 31, 2019 and 2020 are continuously measured at amounts equal to the lifetime expected credit losses.

F-33

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(7) Receivables from Financial Services

The finance subsidiaries of the Company provide various financial services to customers and dealers in order to support the sale of products. These receivables from financial services are categorized as follows:

Consumer finance receivables:

Retail receivables primarily consist of receivables from installment contracts with customers.

Finance lease receivables primarily consist of receivables from non-cancelable auto leases with customers.

Dealer finance receivables:

Wholesale receivables primarily consist of financing receivables from dealers for the purchase of inventories and dealer loans.

Receivables from financial services are mainly classified into financial assets measured at amortized cost.

Receivables from financial services as of March 31, 2019 and 2020 consist of the following:


	Yen (millions)
	2019			2020
Consumer finance receivables:
Retail	¥	4,602,848		¥	4,440,364
Finance lease		142,855			125,958
Dealer finance receivables:
Wholesale		712,214			666,992

Subtotal	¥	5,457,917		¥	5,233,314

Allowance for credit losses	¥	(43,203	)	¥	(63,468	)
Allowance for losses on lease residual values		(29	)		—
Unearned interest income and fees		(9,435	)		(8,681	)

Total	¥	5,405,250		¥	5,161,165

Current assets	¥	1,951,633		¥	1,878,358
Non-current assets		3,453,617			3,282,807

Total	¥	5,405,250		¥	5,161,165

Finance lease receivables

The gross investment in the lease and the present value of minimum lease payments receivable as of March 31, 2019 is as follows:


	Yen (millions)
As of March 31, 2019	Gross investment in the lease		Unearned interest income and fees			Unguaranteed residual values			Present value of minimum lease payments receivable
Within 1 year	¥	52,099	¥	(1,632	)	¥	(25,369	)	¥	25,098
Between 1 and 5 years		90,658		(7,790	)		(46,662	)		36,206
Later than 5 years		98		(13	)		—			85

Total	¥	142,855	¥	(9,435	)	¥	(72,031	)	¥	61,389

F-34

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

The lease payments receivable under the finance leases by maturity as of March 31, 2020 is as follows:


	Yen (millions)
	2020
Within 1 year	¥	22,808
Between 1 and 2 years		20,578
Between 2 and 3 years		13,370
Between 3 and 4 years		6,097
Between 4 and 5 years		1,359
Later than 5 years		77

Undiscounted lease payments receivable	¥	64,289

Unearned finance income	¥	(4,091	)

Unguaranteed residual value	¥	57,079

Net investment in the lease	¥	117,277

For the nature of the lessor’s leasing activities and the risk management strategy, see note 3(i) and (j).

Allowance for credit losses

The changes in the allowance for credit losses on receivables from financial services for the years ended March 31, 2018, 2019 and 2020 are as follows:

For the year ended March 31, 2018


	Yen (millions)
	Retail			Finance lease			Wholesale			Total
Balance as of April 1, 2017	¥	28,867		¥	809		¥	1,823		¥	31,499

Provision	¥	36,037		¥	214		¥	336		¥	36,587
Write-offs		(39,478	)		(299	)		(271	)		(40,048	)
Recoveries		8,368			50			13			8,431
Exchange differences on translating foreign operations		(1,718	)		47			5			(1,666	)

Balance as of March 31, 2018	¥	32,076		¥	821		¥	1,906		¥	34,803

F-35

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

For the years ended March 31, 2019 and 2020


	Yen (millions)
	12-month ECL (Stage 1)			Lifetime ECL						Total
	12-month ECL (Stage 1)			Not credit-impaired (Stage 2)			Credit-impaired (Stage 3)			Total
Retail:
Balance as of April 1, 2018 under IFRS 9 (2013)										¥	32,076

Effect of adopting IFRS 9 (2014)										¥	4,599

Balance as of April 1, 2018 under IFRS 9 (2014)	¥	20,574		¥	9,543		¥	6,558		¥	36,675

Remeasurement	¥	1,788		¥	579		¥	31,506		¥	33,873
Write-offs		—			—			(30,986	)		(30,986	)
Exchange differences on translating foreign operations		250			285			(337	)		198

Balance as of March 31, 2019	¥	22,612		¥	10,407		¥	6,741		¥	39,760

Remeasurement	¥	5,547		¥	16,637		¥	32,649		¥	54,833
Write-offs		—			—			(31,436	)		(31,436	)
Exchange differences on translating foreign operations		(1,504	)		(412	)		(1,000	)		(2,916	)

Balance as of March 31, 2020	¥	26,655		¥	26,632		¥	6,954		¥	60,241

Finance lease:
Balance as of April 1, 2018 under IFRS 9 (2013)										¥	821

Effect of adopting IFRS 9 (2014)										¥	—

Balance as of April 1, 2018 under IFRS 9 (2014)	¥	604		¥	78		¥	139		¥	821

Remeasurement	¥	(19	)	¥	(3	)	¥	114		¥	92
Write-offs		—			—			(125	)		(125	)
Exchange differences on translating foreign operations		(51	)		(3	)		(4	)		(58	)

Balance as of March 31, 2019	¥	534		¥	72		¥	124		¥	730

Remeasurement	¥	(15	)	¥	29		¥	128		¥	142
Write-offs		—			—			(130	)		(130	)
Exchange differences on translating foreign operations		(38	)		(5	)		(9	)		(52	)

Balance as of March 31, 2020	¥	481		¥	96		¥	113		¥	690

F-36

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)


	Yen (millions)
	12-month ECL (Stage 1)			Lifetime ECL						Total
	12-month ECL (Stage 1)			Not credit-impaired (Stage 2)			Credit-impaired (Stage 3)			Total
Wholesale:
Balance as of April 1, 2018 under IFRS 9 (2013)										¥	1,906

Effect of adopting IFRS 9 (2014)										¥	—

Balance as of April 1, 2018 under IFRS 9 (2014)	¥	1,553		¥	309		¥	44		¥	1,906

Remeasurement	¥	(49	)	¥	35		¥	769		¥	755
Write-offs		—			—			153			153
Exchange differences on translating foreign operations		(85	)		(15	)		(1	)		(101	)

Balance as of March 31, 2019	¥	1,419		¥	329		¥	965		¥	2,713

Remeasurement	¥	127		¥	2		¥	1,776		¥	1,905
Write-offs		—			—			(1,784	)		(1,784	)
Exchange differences on translating foreign operations		(109	)		(13	)		(175	)		(297	)

Balance as of March 31, 2020	¥	1,437		¥	318		¥	782		¥	2,537

Total:
Balance as of April 1, 2018 under IFRS 9 (2013)										¥	34,803

Effect of adopting IFRS 9 (2014)										¥	4,599

Balance as of April 1, 2018 under IFRS 9 (2014)	¥	22,731		¥	9,930		¥	6,741		¥	39,402

Remeasurement	¥	1,720		¥	611		¥	32,389		¥	34,720
Write-offs		—			—			(30,958	)		(30,958	)
Exchange differences on translating foreign operations		114			267			(342	)		39

Balance as of March 31, 2019	¥	24,565		¥	10,808		¥	7,830		¥	43,203

Remeasurement	¥	5,659		¥	16,668		¥	34,553		¥	56,880
Write-offs		—			—			(33,350	)		(33,350	)
Exchange differences on translating foreign operations		(1,651	)		(430	)		(1,184	)		(3,265	)

Balance as of March 31, 2020	¥	28,573		¥	27,046		¥	7,849		¥	63,468

Comparative amounts for the year ended March 31, 2018 represent the allowance for credit losses under IFRS 9 (2013).

For more information on allowance for credit losses, see note 25(c).

F-37

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(8) Other Financial Assets

Other financial assets as of March 31, 2019 and 2020 consist of the following:


	Yen (millions)
	2019			2020
Financial assets measured at amortized cost:
Receivables other than trade receivables and receivables from financial services	¥	118,256		¥	144,554
Debt securities		54,964			62,204
Guaranty deposits		13,098			12,266
Restricted cash		66,555			64,152
Other		9,776			10,743
Allowance for impairment losses		(4,233	)		(3,364	)
Financial assets measured at fair value through other comprehensive income:
Debt securities		10,495			9,069
Equity securities		207,035			178,001
Financial assets measured at fair value through profit or loss:
Derivatives		46,397			95,804
Debt securities		58,080			58,348

Total	¥	580,423		¥	631,777


Current assets	¥	163,274		¥	190,053
Non-current assets		417,149			441,724

Total	¥	580,423		¥	631,777

The changes in the allowance for impairment losses on other financial assets for the years ended March 31, 2018, 2019 and 2020 are as follows:


	Yen (millions)
	2018			2019			2020
Balance at beginning of year	¥	10,964		¥	10,145		¥	4,233

Remeasurement	¥	343		¥	284		¥	600
Write-offs		(1,179	)		(6,194	)		(1,463	)
Exchange differences on translating foreign operations		17			(2	)		(6	)

Balance at end of year	¥	10,145		¥	4,233		¥	3,364

Comparative amounts for the year ended March 31, 2018 represent the allowance for impairment losses under IFRS 9 (2013). The allowance for impairment losses on other financial assets for the years ended March 31, 2019 and 2020 are mainly for credit-impaired financial assets.

F-38

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

Major securities included in the equity securities designated as financial assets measured at fair value through other comprehensive income as of March 31, 2019 and 2020 are as follows:

As of March 31, 2019


	Yen (millions)
	Fair value
GM Cruise Holdings LLC	¥	83,242
Stanley Electric Co., Ltd.		27,475
Mitsubishi UFJ Financial Group, Inc.		7,976
NIPPON SEIKI CO., LTD.		6,714
NIKKON Holdings Co., Ltd.		6,414
Tokio Marine Holdings, Inc.		5,859

As of March 31, 2020


	Yen (millions)
	Fair value
GM Cruise Holdings LLC	¥	85,649
Stanley Electric Co., Ltd.		19,690
Mitsubishi UFJ Financial Group, Inc.		5,844
Tokio Marine Holdings, Inc.		5,409
NIKKON Holdings Co., Ltd.		5,184
Daido Steel Co., Ltd.		4,542

Honda sells (derecognizes) the equity securities designated as financial assets measured at fair value through other comprehensive income to improve efficiency and effectiveness in the utilization of resources.

The fair values at the date of derecognition and cumulative net gains or losses recognized in other comprehensive income in equity for the years ended March 31, 2018, 2019 and 2020 are as follows:


	Yen (millions)
	2018		2019		2020
Fair value	¥	431	¥	61,038	¥	33
Cumulative net gain or loss	¥	302	¥	39,382	¥	(23	)

(9) Inventories

Inventories as of March 31, 2019 and 2020 consist of the following:


	Yen (millions)
	2019		2020
Finished goods	¥	973,797	¥	909,076
Work in process		78,006		76,264
Raw materials		534,984		575,228

Total	¥	1,586,787	¥	1,560,568

F-39

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

The amounts of write-down of inventories recognized as an expense for the years ended March 31, 2018, 2019 and 2020 are ¥67,768 million, ¥32,565 million and ¥37,752 million, respectively.

(10) Investments accounted for using the equity method

Honda’s equity in affiliates and joint ventures as of March 31, 2019 and 2020 is as follows:


	Yen (millions)
	2019		2020
Investments accounted for using the equity method:
Affiliates	¥	382,706	¥	378,012
Joint ventures		330,333		277,463

Total	¥	713,039	¥	655,475

Honda’s equity of undistributed earnings:
Affiliates	¥	294,532	¥	293,489
Joint ventures		249,284		222,061

Total	¥	543,816	¥	515,550

For the year ended March 31, 2018, the Company recognized reversal of impairment losses of ¥15,782 million, which had been previously recognized, on certain investments accounted for using the equity method mainly due to the recovery of quoted market values. The reversal of impairment losses is included in share of profit of investments accounted for using the equity method in the consolidated statements of income and mainly included in the automobile business segment. For the years ended March 31, 2019 and 2020, the Company did not recognize any significant reversal of impairment losses.

Honda’s share of comprehensive income of affiliates and joint ventures for the years ended March 31, 2018, 2019 and 2020 is as follows:


	Yen (millions)
	2018		2019			2020
Profit for the year:
Affiliates	¥	45,501	¥	43,137		¥	(434	)
Joint ventures		202,142		185,690			164,637

Total	¥	247,643	¥	228,827		¥	164,203

Other comprehensive income:
Affiliates	¥	4,983	¥	(13,150	)	¥	(5,758	)
Joint ventures		7,325		(8,534	)		(26,185	)

Total	¥	12,308	¥	(21,684	)	¥	(31,943	)

Comprehensive income for the year:
Affiliates	¥	50,484	¥	29,987		¥	(6,192	)
Joint ventures		209,467		177,156			138,452

Total	¥	259,951	¥	207,143		¥	132,260

Investments accounted for using the equity method, Honda’s equity of undistributed earnings, profit for the year, other comprehensive income and comprehensive income for the year items include a joint venture that is material to the Company.

F-40

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(Material joint venture)

Dongfeng Honda Automobile Co., Ltd. is a joint venture that is material to the Company. Dongfeng Honda Automobile Co., Ltd., located in Wuhan City, China, manufactures and sells automobile products. Honda and Dongfeng Motor Corporation each holds 50% equity stake in Dongfeng Honda Automobile Co., Ltd.

Summarized financial information of Dongfeng Honda Automobile Co., Ltd. as of March 31, 2019 and 2020 is as follows:


	Yen (millions)
	2019			2020
Current assets	¥	513,364		¥	347,462
Non-current assets		195,806			196,439

Total assets		709,170			543,901

Current liabilities		369,119			316,519
Non-current liabilities		42,264			28,229

Total liabilities		411,383			344,748

Total equity	¥	297,787		¥	199,153

Honda’s share of total equity (50%)		148,893			99,577
Equity method adjustments		(1,310	)		(1,204	)

Carrying amount of its interest in the joint venture	¥	147,583		¥	98,373

Cash and cash equivalents included in current assets	¥	201,698		¥	246,736
Financial liabilities (excluding trade payables and provisions) included in current liabilities		4,628			67,414

Summarized financial information of Dongfeng Honda Automobile Co., Ltd. for the years ended March 31, 2018, 2019 and 2020 is as follows:


	Yen (millions)
	2018		2019			2020
Sales revenue	¥	1,695,603	¥	1,696,651		¥	1,516,160
Interest income		8,998		6,190			8,019
Depreciation and amortization		16,001		16,091			18,870
Income tax expense		60,295		58,504			48,622
Profit for the year		185,604		176,787			130,327
Other comprehensive income		11,586		(8,354	)		(21,100	)

Comprehensive income for the year	¥	197,190	¥	168,433		¥	109,227

Comprehensive income for the year (50%)		98,595		84,217			54,614
Equity method adjustments		842		56			53

Honda’s share of comprehensive income for the year	¥	99,437	¥	84,273		¥	54,667

Dividend from the joint venture to Honda	¥	75,407	¥	70,788		¥	72,760

F-41

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

Combined financial information in respect of affiliates as of March 31, 2019 and 2020, and for the years ended March 31, 2018, 2019 and 2020 is as follows:


	Yen (millions)
For the year ended March 31, 2018	Motorcycle Business		Automobile Business		Life Creation and Other Businesses		Total
Sales revenue	¥	168,229	¥	2,589,380	¥	6,777	¥	2,764,386
Profit for the year		11,115		99,119		1,001		111,235



	Yen (millions)
As of and for the year ended March 31, 2019	Motorcycle Business		Automobile Business		Life Creation and Other Businesses		Total
Current assets	¥	53,449	¥	1,143,390	¥	8,897	¥	1,205,736
Non-current assets		31,464		1,069,087		22,821		1,123,372

Total assets		84,913		2,212,477		31,718		2,329,108

Current liabilities		24,307		594,494		2,751		621,552
Non-current liabilities		4,414		216,199		1,168		221,781

Total liabilities		28,721		810,693		3,919		843,333

Total equity	¥	56,192	¥	1,401,784	¥	27,799	¥	1,485,775


Sales revenue	¥	170,750	¥	2,657,023	¥	7,004	¥	2,834,777
Profit for the year		8,654		143,833		766		153,253

	Yen (millions)
As of and for the year ended March 31, 2020	Motorcycle Business		Automobile Business		Life Creation and Other Businesses		Total
Current assets	¥	49,706	¥	1,146,286	¥	10,010	¥	1,206,002
Non-current assets		28,071		1,083,789		21,565		1,133,425

Total assets		77,777		2,230,075		31,575		2,339,427

Current liabilities		21,337		587,533		2,681		611,551
Non-current liabilities		3,844		224,505		1,136		229,485

Total liabilities		25,181		812,038		3,817		841,036

Total equity	¥	52,596	¥	1,418,037	¥	27,758	¥	1,498,391


Sales revenue	¥	160,557	¥	2,505,819	¥	7,342	¥	2,673,718
Profit for the year		8,094		69,339		914		78,347

F-42

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

Combined financial information in respect of joint ventures as of March 31, 2019 and 2020, and for the years ended March 31, 2018, 2019 and 2020 is as follows:


	Yen (millions)
For the year ended March 31, 2018	Motorcycle Business		Automobile Business		Life Creation and Other Businesses		Total
Sales revenue	¥	701,676	¥	3,835,476	¥	5,151	¥	4,542,303
Profit for the year		56,733		347,661		337		404,731



	Yen (millions)
As of and for the year ended March 31, 2019	Motorcycle Business		Automobile Business		Life Creation and Other Businesses		Total
Current assets	¥	210,818	¥	1,179,520	¥	3,112	¥	1,393,450
Non-current assets		119,749		377,019		683		497,451

Total assets		330,567		1,556,539		3,795		1,890,901

Current liabilities		192,951		929,071		1,039		1,123,061
Non-current liabilities		10,842		81,316		873		93,031

Total liabilities		203,793		1,010,387		1,912		1,216,092

Total equity	¥	126,774	¥	546,152	¥	1,883	¥	674,809


Sales revenue	¥	746,385	¥	3,819,913	¥	5,907	¥	4,572,205
Profit for the year		54,230		316,491		433		371,154

	Yen (millions)
As of and for the year ended March 31, 2020	Motorcycle Business		Automobile Business		Life Creation and Other Businesses		Total
Current assets	¥	201,170	¥	867,758	¥	3,592	¥	1,072,520
Non-current assets		114,106		373,274		661		488,041

Total assets		315,276		1,241,032		4,253		1,560,561

Current liabilities		181,772		766,635		1,190		949,597
Non-current liabilities		11,483		49,058		648		61,189

Total liabilities		193,255		815,693		1,838		1,010,786

Total equity	¥	122,021	¥	425,339	¥	2,415	¥	549,775


Sales revenue	¥	791,250	¥	3,483,024	¥	6,413	¥	4,280,687
Profit for the year		63,819		264,216		568		328,603

The amounts of a joint venture that is material to the Company are included in above.

F-43

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(11) Equipment on Operating Leases

Equipment on operating leases are mainly vehicles.

The changes in cost, accumulated depreciation and impairment losses, and the carrying amounts of equipment on operating leases for the years ended March 31, 2019 and 2020 are as follows:

(Cost)


	Yen (millions)
Balance as of April 1, 2018	¥	5,218,446

Additions	¥	2,038,734
Sales or disposal		(1,721,471	)
Exchange differences on translating foreign operations		164,802
Other		—

Balance as of March 31, 2019	¥	5,700,511

Additions	¥	2,244,893
Sales or disposal		(1,914,083	)
Exchange differences on translating foreign operations		(127,747	)
Other		—

Balance as of March 31, 2020	¥	5,903,574

(Accumulated depreciation and impairment losses)


	Yen (millions)
Balance as of April 1, 2018	¥	(1,130,313	)

Depreciation	¥	(781,082	)
Sales or disposal		704,691
Exchange differences on translating foreign operations		(32,242	)
Other		(12,716	)

Balance as of March 31, 2019	¥	(1,251,662	)

Depreciation	¥	(819,705	)
Sales or disposal		801,133
Exchange differences on translating foreign operations		28,760
Other		(36,037	)

Balance as of March 31, 2020	¥	(1,277,511	)

(Carrying amount)


	Yen (millions)
Balance as of March 31, 2019	¥	4,448,849
Balance as of March 31, 2020		4,626,063

F-44

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(Future minimum lease payments)

Future minimum lease payments expected to be received under non-cancelable operating leases as of March 31, 2019 consist of the following:


	Yen (millions)
	2019
Within 1 year	¥	736,650
Between 1 and 5 years		897,789
Later than 5 years		—

Total	¥	1,634,439

Future minimum lease payments expected to be received as shown above should not necessarily be considered indicative of future cash collections.

(Future lease payments)

Future lease payments expected to be received under the operating leases by maturity as of March 31, 2020 consist of the following:


	Yen (millions)
	2020
Within 1 year	¥	784,148
Between 1 and 2 years		577,856
Between 2 and 3 years		274,122
Between 3 and 4 years		91,320
Between 4 and 5 years		27,421
Later than 5 years		—

Total	¥	1,754,867

Future lease payments expected to be received as shown above should not necessarily be considered indicative of future cash collections.

(Lease income)

Operating leases income for the year ended March 31, 2020 is ¥1,062,879 million.

F-45

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(12) Property, Plant and Equipment

The changes in cost, accumulated depreciation and impairment losses, and the carrying amounts of property, plant and equipment for the years ended March 31, 2019 and 2020 are as follows:

(Cost)


	Yen (millions)
	Land			Buildings and structures			Machinery and equipment			Construction in progress			Total
Balance as of April 1, 2018	¥	545,192		¥	2,248,793		¥	5,380,505		¥	192,559		¥	8,367,049

Additions	¥	304		¥	10,399		¥	174,686		¥	281,268		¥	466,657
Reclassification		2,421			64,101			194,365			(260,887	)		—
Sales or disposal		(1,469	)		(11,432	)		(294,761	)		—			(307,662	)
Exchange differences on translating foreign operations		307			15,931			63,898			2,647			82,783
Other		128			(269	)		(3,710	)		(1,618	)		(5,469	)

Balance as of March 31, 2019	¥	546,883		¥	2,327,523		¥	5,514,983		¥	213,969		¥	8,603,358

Effect of adopting IFRS 16		76,774			139,914			41,666			—			258,354

Balance as of April 1, 2019 under IFRS 16		623,657			2,467,437			5,556,649			213,969			8,861,712

Additions		7,519			28,933			125,151			293,566			455,169
Reclassification		87			59,861			215,358			(275,306	)		—
Sales or disposal		(6,896	)		(19,531	)		(231,388	)		—			(257,815	)
Exchange differences on translating foreign operations		(7,860	)		(59,431	)		(192,632	)		(9,717	)		(269,640	)
Other		(820	)		(9,075	)		(31,325	)		(239	)		(41,459	)

Balance as of March 31, 2020	¥	615,687		¥	2,468,194		¥	5,441,813		¥	222,273		¥	8,747,967

F-46

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(Accumulated depreciation and impairment losses)


	Yen (millions)
	Land			Buildings and structures			Machinery and equipment			Construction in progress			Total
Balance as of April 1, 2018	¥	(4,179	)	¥	(1,270,762	)	¥	(4,027,490	)	¥	(2,185	)	¥	(5,304,616	)

Depreciation	¥	—		¥	(74,391	)	¥	(424,645	)	¥	—		¥	(499,036	)
Impairment losses		(1,052	)		(6,077	)		(17,944	)		(1,975	)		(27,048	)
Sales or disposal		22			9,665			254,802			—			264,489
Exchange differences on translating foreign operations		9			(9,266	)		(51,094	)		23			(60,328	)
Other		636			449			3,936			—			5,021

Balance as of March 31, 2019	¥	(4,564	)	¥	(1,350,382	)	¥	(4,262,435	)	¥	(4,137	)	¥	(5,621,518	)

Effect of adopting IFRS 16		—			—			—			—			—

Balance as of April 1, 2019 under IFRS 16	¥	(4,564	)	¥	(1,350,382	)	¥	(4,262,435	)	¥	(4,137	)	¥	(5,621,518	)

Depreciation		(6,218	)		(88,565	)		(375,537	)		—			(470,320	)
Sales or disposal		860			12,673			198,448			—			211,981
Exchange differences on translating foreign operations		156			28,116			144,226			153			172,651
Other		(751	)		3,176			6,369			2,149			10,943

Balance as of March 31, 2020	¥	(10,517	)	¥	(1,394,982	)	¥	(4,288,929	)	¥	(1,835	)	¥	(5,696,263	)

(Carrying amount)
	Yen (millions)
	Land			Buildings and structures			Machinery and equipment			Construction in progress			Total
Balance as of March 31, 2019	¥	542,319		¥	977,141		¥	1,252,548		¥	209,832		¥	2,981,840
Balance as of March 31, 2020		605,170			1,073,212			1,152,884			220,438			3,051,704

For commitments for purchases of property, plant and equipment, see note 28.

(Right-of-use Assets)

Property, plant and equipment in the consolidated statements of financial position include the right-of-use assets under lease arrangements.

Honda leases mainly dealer’s stores, company housing and parking lots, under arrangements that often contain extension and termination options. Since lease contracts are managed at each company and individually negotiated, the lease contracts include various terms. Extension and termination options are included mainly in order to enhance operational flexibly of each company.

F-47

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

The changes in the carrying amounts of the right-of-use assets for the year ended March 31, 2020 are as follows:


	Yen (millions)
	Land			Buildings and structures			Machinery and equipment			Total
Balance as of April 1, 2019	¥	81,363		¥	142,598		¥	95,707		¥	319,668

Additions		6,263			19,988			53,276			79,527
Depreciation		(6,218	)		(14,755	)		(52,437	)		(73,410	)
Other		(3,492	)		(5,310	)		(10,941	)		(19,743	)

Balance as of March 31, 2020	¥	77,916		¥	142,521		¥	85,605		¥	306,042

(13) Intangible Assets

The changes in cost, accumulated amortization and impairment losses, and carrying amounts of intangible assets for the years ended March 31, 2019 and 2020 are as follows:

(Cost)


	Yen (millions)
	Capitalized development costs			Software			Other			Total
Balance as of April 1, 2018	¥	972,964		¥	355,163		¥	33,469		¥	1,361,596

Additions	¥	—		¥	11,836		¥	3,956		¥	15,792
Internally developed		161,232			14,975			—			176,207
Sales or disposal		(104,237	)		(5,082	)		(265	)		(109,584	)
Exchange differences on translating foreign operations		183			2,701			(1,067	)		1,817
Other		—			(29	)		2,195			2,166

Balance as of March 31, 2019	¥	1,030,142		¥	379,564		¥	38,288		¥	1,447,994

Additions	¥	—		¥	14,971		¥	14,065		¥	29,036
Internally developed		192,397			16,370			—			208,767
Sales or disposal		(136,575	)		(9,473	)		(826	)		(146,874	)
Exchange differences on translating foreign operations		(2,439	)		(9,684	)		(2,329	)		(14,452	)
Other		—			984			(3,008	)		(2,024	)

Balance as of March 31, 2020	¥	1,083,525		¥	392,732		¥	46,190		¥	1,522,447

F-48

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(Accumulated amortization and impairment losses)


	Yen (millions)
	Capitalized development costs			Software			Other			Total
Balance as of April 1, 2018	¥	(374,443	)	¥	(236,688	)	¥	(8,951	)	¥	(620,082	)

Amortization	¥	(148,100	)	¥	(39,224	)	¥	(1,243	)	¥	(188,567	)
Sales or disposal		104,237			2,842			59			107,138
Exchange differences on translating foreign operations		(9	)		(2,040	)		222			(1,827	)
Other		—			612			(900	)		(288	)

Balance as of March 31, 2019	¥	(418,315	)	¥	(274,498	)	¥	(10,813	)	¥	(703,626	)

Amortization	¥	(136,508	)	¥	(33,199	)	¥	(1,671	)	¥	(171,378	)
Sales or disposal		136,575			7,870			159			144,604
Exchange differences on translating foreign operations		449			6,787			918			8,154
Other*		(38,534	)		(316	)		(917	)		(39,767	)

Balance as of March 31, 2020	¥	(456,333	)	¥	(293,356	)	¥	(12,324	)	¥	(762,013	)

Explanatory note:

*	For certain capitalized development costs in progress related to Automobile business segment, the Company recognized the carrying amount in excess of recoverable amount as an expense in the consolidated statement of income for the year ended March 31, 2020.

(Carrying amount)


	Yen (millions)
	Capitalized development costs		Software		Other		Total
Balance as of March 31, 2019	¥	611,827	¥	105,066	¥	27,475	¥	744,368
Balance as of March 31, 2020		627,192		99,376		33,866		760,434

Amortization of capitalized development costs is included in research and development, and amortization of other intangible assets is included in cost of sales, selling, general and administrative, and research and development in the consolidated statements of income.

For commitments for purchases of intangible assets, see note 28.

(14) Trade Payables

Trade payables are classified as financial liabilities measured at amortized cost.

Trade payables as of March 31, 2019 and 2020 consist of the following:


	Yen (millions)
	2019		2020
Trade accounts and notes payable	¥	1,056,065	¥	844,183
Other		128,817		114,286

Total	¥	1,184,882	¥	958,469

F-49

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(15) Financing Liabilities

Financing liabilities are classified as financial liabilities measured at amortized cost.

Financing liabilities presented in current liabilities as of March 31, 2019 and 2020 consist of the following:


	Yen (millions)
	2019		2020
Current:
Commercial paper	¥	943,905	¥	976,606
Loans		366,620		355,667
Medium-term notes		122,080		32,647
Asset-backed securities		41,019		59,747

Subtotal	¥	1,473,624	¥	1,424,667

Reclassification from non-current liabilities (Current portion)	¥	1,715,158	¥	1,823,790

Total	¥	3,188,782	¥	3,248,457

The weighted average interest rates for financing liabilities presented in current liabilities (excluding reclassification from non-current liabilities) as of March 31, 2019 and 2020 are as follows:


	2019			2020
Weighted average interest rate		1.85	%		1.21	%

Financing liabilities presented in non-current liabilities as of March 31, 2019 and 2020 consist of the following:


	Yen (millions)
	2019			2020
Non-current:
Loans	¥	1,235,791		¥	1,204,588
Medium-term notes		3,151,868			3,169,407
Corporate bonds		444,517			599,426
Asset-backed securities		1,025,320			1,071,598

Subtotal	¥	5,857,496		¥	6,045,019

Reclassification to current liabilities (Current portion)	¥	(1,715,158	)	¥	(1,823,790	)

Total	¥	4,142,338		¥	4,221,229

F-50

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

The interest rate range and payment due date for financing liabilities presented in non-current liabilities (including reclassification to current liabilities) as of March 31, 2019 and 2020 are as follows:


	2019	2020
Loans	Interest rate: 0.10% - 10.50% Due: 2019 - 2046	Interest rate: 0.07% - 11.00% Due: 2020 - 2046
Medium-term notes	Interest rate: 0.35% - 3.88% Due: 2019 - 2028	Interest rate: 0.35% - 3.88% Due: 2020 - 2028
Corporate bonds	Interest rate: 0.01% - 0.59% Due: 2019 - 2023	Interest rate: 0.01% - 1.17% Due: 2020 - 2027
Asset-backed securities	Interest rate: 0.11% - 3.30% Due: 2019 - 2024	Interest rate: 0.11% - 3.30% Due: 2020 - 2024

(Pledged assets)

Pledged assets for financing liabilities as of March 31, 2019 and 2020 are as follows:


	Yen (millions)
	2019		2020
Trade receivables	¥	26,286	¥	22,093
Receivables from financial services		1,134,489		1,140,583
Inventories		26,677		17,956
Equipment on operating leases		—		81,501
Property, plant and equipment		55,139		1,478

Total	¥	1,242,591	¥	1,263,611

Receivables from financial services and equipment on operating leases are pledged as collateral for liabilities related to asset-backed securities transactions. Other items are mainly pledged as collateral for secured bank loans.

As is customary in Japan, bank loans are extended under general agreements which provide that security and guarantees for present and future indebtedness will be given upon request of the bank, and that the bank shall have the right to offset cash deposits against obligations that have become due or, in the event of default, against all obligations due to the bank.

F-51

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(Reconciliation of liabilities arising from financing activities)

The changes in liabilities arising from financing activities for the years ended March 31, 2018, 2019 and 2020 are as follows:

For the year ended March 31, 2018


	Yen (millions)
	Balance as of April 1, 2017		Cash flows from financing activities			Cash flows from operating activities			Non-cash changes										Balance as of March 31, 2018
	Balance as of April 1, 2017		Cash flows from financing activities			Cash flows from operating activities			Acquisitions		Changes in foreign currency exchange rates			Changes in fair value			Other		Balance as of March 31, 2018
Short-term financing liabilities	¥	1,162,111	¥	101,885		¥	—		¥	—	¥	(28,854	)	¥	—		¥	1,505	¥	1,236,647
Long-term financing liabilities		5,647,007		80,042			—			—		(169,403	)		—			4,717		5,562,363
Lease liabilities		69,364		(47,449	)		—			50,610		(468	)		—			566		72,623
Derivative financial liabilities (assets)^*2		25,300		—			(3,308	)		—		(1,732	)		(36,466	)		—		(16,206	)

Total	¥	6,903,782	¥	134,478		¥	(3,308	)	¥	50,610	¥	(200,457	)	¥	(36,466	)	¥	6,788	¥	6,855,427

For the year ended March 31, 2019


	Yen (millions)
	Balance as of April 1, 2018			Cash flows from financing activities			Cash flows from operating activities			Non-cash changes									Balance as of March 31, 2019
	Balance as of April 1, 2018			Cash flows from financing activities			Cash flows from operating activities			Acquisitions		Changes in foreign currency exchange rates			Changes in fair value		Other		Balance as of March 31, 2019
Short-term financing liabilities	¥	1,236,647		¥	221,551		¥	—		¥	—	¥	14,568		¥	—	¥	858	¥	1,473,624
Long-term financing liabilities		5,562,363			174,160			—			—		118,789			—		2,184		5,857,496
Lease liabilities		72,623			(47,106	)		—			37,028		(237	)		—		—		62,308
Derivative financial liabilities (assets)^*2		(16,206	)		3,342			(9,187	)		—		(859	)		47,487		—		24,577

Total	¥	6,855,427		¥	351,947		¥	(9,187	)	¥	37,028	¥	132,261		¥	47,487	¥	3,042	¥	7,418,005

For the year ended March 31, 2020


	Yen (millions)
	Balance as of April 1, 2019		Cash flows from financing activities			Cash flows from operating activities			Non-cash changes										Balance as of March 31, 2020
	Balance as of April 1, 2019		Cash flows from financing activities			Cash flows from operating activities			Acquisitions		Changes in foreign currency exchange rates			Changes in fair value		Other			Balance as of March 31, 2020
Short-term financing liabilities	¥	1,473,624	¥	(1,993	)	¥	—		¥	—	¥	(42,424	)	¥	—	¥	(4,540	)	¥	1,424,667
Long-term financing liabilities		5,857,496		362,131			—			—		(170,345	)		—		(4,263	)		6,045,019
Lease liabilities^*1		334,540		(78,659	)		—			78,923		(3,987	)		—		(777	)		330,040
Derivative financial liabilities (assets)^*2		24,577		(17,462	)		(10,001	)		—		(434	)		14,935		—			11,615

Total	¥	7,690,237	¥	264,017		¥	(10,001	)	¥	78,923	¥	(217,190	)	¥	14,935	¥	(9,580	)	¥	7,811,341

F-52

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

Explanatory notes:

Honda has adopted IFRS 16 with a date of initial application of April 1, 2019 and recognized additional lease liabilities of ¥272,232 million as of April 1, 2019. For more details on the amount of the additional lease liabilities, see note “(2) Basis of Preparation (d) Changes in Accounting Policies.”

Derivative financial liabilities (assets) are held by the finance subsidiaries of the Company 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.

(16) Other Financial Liabilities

Other financial liabilities as of March 31, 2019 and 2020 consist of the following:


	Yen (millions)
	2019		2020
Financial liabilities measured at amortized cost	¥	64,800	¥	67,427
Financial liabilities measured at fair value through profit or loss:
Derivatives		69,491		115,168
Lease liabilities		62,308		330,040

Total	¥	196,599	¥	512,635

Current liabilities	¥	132,910	¥	209,065
Non-current liabilities		63,689		303,570

Total	¥	196,599	¥	512,635

(17) Provisions

The components of and changes in provisions for the year ended March 31, 2020 are as follows:


	Yen (millions)
	Product warranties*			Other			Total
Balance as of April 1, 2019	¥	458,482		¥	111,026		¥	569,508

Provision	¥	212,275		¥	72,075		¥	284,350
Write-offs		(250,522	)		(22,497	)		(273,019	)
Reversal		(26,843	)		(9,157	)		(36,000	)
Exchange differences on translating foreign operations		(12,703	)		(6,522	)		(19,225	)

Balance as of March 31, 2020	¥	380,689		¥	144,925		¥	525,614

Current liabilities and non-current liabilities of provisions as of March 31, 2019 and 2020 are as follows:


	Yen (millions)
	2019		2020
Current liabilities	¥	348,763	¥	287,175
Non-current liabilities		220,745		238,439

Total	¥	569,508	¥	525,614

F-53

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

Explanatory note:

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 as well as current information on repair costs. Provision for product warranties are utilized for expenditures based on the demand from customers and dealers.

(18) Employee Benefits

(a) Post-employment Benefits

Honda has various pension plans covering substantially all of their employees in Japan and certain employees in foreign countries. The Company and its Japanese subsidiaries provide plans similar to a cash balance pension plan or other defined benefit pension plans in accordance with the Defined-Benefit Corporate Pension Act of Japan. The Company and some of its subsidiaries have retirement pension benefit plans as well as lump-sum retirement benefit plans, in which the amount of benefits is basically determined based on the level of salary, service years, and other factors. In addition, certain consolidated subsidiaries in North America provide mainly health care and life insurance benefits to retired employees.

The Company’s pension plans are administered by the Honda Pension Fund (the Fund) which is legally independent of the Company. The Director of the Fund has the fiduciary duty to comply with laws, the directives by the Minister of Health, Labour and Welfare, and the Director-Generals of Regional Bureaus of Health and Welfare made pursuant to those laws, and the by-laws of the Fund and the decisions made by the Board of Representatives of the Fund. The Company is required to make contributions to the Fund and obligated to make contributions in the amount stipulated by the Fund. Contributions are also regularly reviewed and adjusted as necessary to the extent permitted by laws and regulations.

F-54

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

1) Defined benefit obligations and plan assets

The changes in present value of defined benefit obligations and fair value of plan assets of the Company and certain of its consolidated subsidiaries for the years ended March 31, 2019 and 2020 are as follows:


	Yen (millions)
	2019						2020
	Japanese plans			Foreign plans			Japanese plans			Foreign plans
Present value of defined benefit obligations:
Balance at beginning of year	¥	1,331,475		¥	1,042,753		¥	1,366,380		¥	1,086,438

Current service cost		36,300			29,133			36,331			29,063
Past service cost		—			338			—			(2,254	)
Interest cost		9,535			39,547			7,581			35,635
Plan participants’ contributions		—			1,903			—			1,524
Remeasurements:
Changes in demographic assumptions		(25,360	)		(3,648	)		(6,476	)		(5,990	)
Changes in financial assumptions		34,655			36,157			157			70,892
Other		21,981			8,943			159			14,791
Benefits paid		(42,206	)		(96,801	)		(47,088	)		(45,504	)
Exchange differences on translating foreign operations		—			28,113			—			(40,684	)

Balance at end of year	¥	1,366,380		¥	1,086,438		¥	1,357,044		¥	1,143,911

Fair value of plan assets:
Balance at beginning of year	¥	1,219,073		¥	807,528		¥	1,244,530		¥	860,858

Interest income		8,807			30,553			6,967			28,682
Actual return on plan assets, excluding interest income		34,142			10,489			(42,333	)		(10,503	)
Employer contributions		22,109			87,803			22,168			50,926
Plan participants’ contributions		—			1,903			—			1,524
Benefits paid		(39,601	)		(96,801	)		(43,451	)		(45,504	)
Exchange differences on translating foreign operations		—			19,383			—			(37,480	)

Balance at end of year	¥	1,244,530		¥	860,858		¥	1,187,881		¥	848,503

Net defined benefit liabilities	¥	121,850		¥	225,580		¥	169,163		¥	295,408

2) Fair value of plan assets

Honda’s investment policies for the Japanese and foreign pension plan assets are designed to maximize total medium-to-long term returns that are available to provide future payments of pension benefits to eligible participants under accepted risks. Plan assets are invested in well-diversified Japanese and foreign individual equity and debt securities using target asset allocations, consistent with accepted tolerance for risks. Honda sets target asset allocations for each asset category with future anticipated performance over medium-to-long term periods based on the expected returns, long-term risks and historical returns. Target asset allocations are adjusted as necessary when there are significant changes in the investment environment of plan assets.

F-55

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

The fair value of the Japanese and foreign pension plan assets by asset category as of March 31, 2019 and 2020 is as follows:

As of March 31, 2019


	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	¥	9,207	¥	—	¥	9,207	¥	36,373		¥	—	¥	36,373
Equity securities:
Japan		32,885		1		32,886		13,970			—		13,970
United States		234,226		—		234,226		94,332			—		94,332
Other		231,162		242		231,404		112,403			4,614		117,017
Debt securities:
Japan		71,487		—		71,487		—			433		433
United States		3,036		143,673		146,709		—			119,942		119,942
Other		181,728		47,845		229,573		—			10,910		10,910
Group annuity insurance:
General accounts		—		34,663		34,663		—			—		—
Separate accounts		—		16,569		16,569		—			—		—
Pooled funds:
Real estate funds		—		—		—		—			53,100		53,100
Private equity funds		—		—		—		—			91,264		91,264
Hedge funds		—		116,183		116,183		—			61,520		61,520
Commingled and other mutual funds		3,859		111,914		115,773		8,882			238,504		247,386
Other		32		5,818		5,850		(1,447	)		16,058		14,611

Total	¥	767,622	¥	476,908	¥	1,244,530	¥	264,513		¥	596,345	¥	860,858

As of March 31, 2020
	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	¥	7,033	¥	—	¥	7,033	¥	25,202		¥	—	¥	25,202
Equity securities:
Japan		29,153		—		29,153		8,673			—		8,673
United States		188,020		—		188,020		60,026			—		60,026
Other		196,401		72		196,473		66,798			—		66,798
Debt securities:
Japan		75,526		—		75,526		—			389		389
United States		4,495		156,356		160,851		—			123,331		123,331
Other		168,800		55,601		224,401		—			10,129		10,129
Group annuity insurance:
General accounts		—		36,991		36,991		—			—		—
Separate accounts		—		15,961		15,961		—			—		—
Pooled funds:
Real estate funds		—		122		122		—			55,802		55,802
Private equity funds		—		—		—		—			107,319		107,319
Hedge funds		—		117,841		117,841		—			49,198		49,198
Commingled and other mutual funds		4,476		129,594		134,070		8,151			313,289		321,440
Other		314		1,125		1,439		524			19,672		20,196

Total	¥	674,218	¥	513,663	¥	1,187,881	¥	169,374		¥	679,129	¥	848,503

F-56

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

3) Actuarial assumptions

The significant actuarial assumptions used to determine the present value of defined benefit obligations as of March 31, 2019 and 2020 are as follows:


	2019						2020
	Japanese plans			Foreign plans			Japanese plans			Foreign plans
Discount rate		0.6	%		2.5 - 3.9	%		0.6	%		2.5 - 3.8	%
Rate of salary increase		1.6	%		2.5 - 3.0	%		1.6	%		2.0 - 2.8	%

4) Sensitivity analysis

The effects on defined benefit obligations of 0.5% increase or decrease in the discount rate as of March 31, 2019 and 2020 are as follows:

Yen (millions)

2019

2020

Japanese plans

Foreign plans

Japanese plans

Foreign plans

0.5% decrease

114,468 increase

102,878 increase

110,540 increase

103,305 increase

0.5% increase

101,281 decrease

90,659 decrease

97,949 decrease

91,314 decrease

This sensitivity analysis shows changes in defined benefit obligations as of March 31, 2019 and 2020, as a result of changes in actuarial assumptions that the Company can reasonably assume. This analysis is based on provisional calculations, and thus actual results may differ from the analysis. In addition, changes in the rate of salary increase are not expected.

5) Cash flows

The amount of contributions to plan assets made by the Company and certain of its consolidated subsidiaries are determined based on various factors such as the level of salary and service years of employees, status of plan asset reserve, and actuarial calculations. In accordance with the provisions of the Defined Benefit Corporate Pension Act, the Honda Pension Fund also recalculates the amount of contributions every five years at the end of the reporting period as a base date, in an effort to ensure balanced finances in the future. The Company and certain of its consolidated subsidiaries may make contributions of a necessary amount if the amount of reserve falls below the minimum base amount.

The Company and certain of its consolidated subsidiaries expect to contribute ¥21,841 million to its Japanese pension plans and ¥20,333 million to its foreign pension plans in the year ending March 31, 2021.

The weighted average duration of defined benefit obligations as of March 31, 2019 and 2020 are as follows:

2019

2020

Japanese plans

Foreign plans

Japanese plans

Foreign plans

Weighted average duration of defined benefit obligations

16 years

17 years

15 years

16 years

F-57

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(b) Personnel Expenses

Personnel expenses included in the consolidated statements of income for the years ended March 31, 2018, 2019 and 2020 are as follows:


	Yen (millions)
	2018		2019		2020
Personnel expenses	¥	1,576,012	¥	1,634,785	¥	1,605,553

Personnel expenses include salaries, bonuses, social security expenses and expenses relating to post-employment benefits.

(19) Equity

(a) Management of Capital

Honda makes investments in capital and research and development to improve corporate value through growth on a global basis. In order to meet these funding needs, Honda makes capital management through consideration of the balance between financing liabilities and equity.

Financing liabilities and equity of Honda as of March 31, 2019 and 2020 are as follows:


	Yen (millions)
	2019		2020
Financing liabilities	¥	7,331,120	¥	7,469,686
Equity		8,565,790		8,286,023

(b) Common Stock

The Company’s total number of shares authorized and issued for the years ended March 31, 2018, 2019 and 2020 are as follows:


	Shares
	2018		2019		2020
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

All of the issued shares as of March 31, 2018, 2019 and 2020 have been paid in full.

(c) Capital Surplus and Retained Earnings

Capital surplus consists of surplus that is derived from equity transactions and not recorded in common stock, and its primary component is capital reserves. The Companies Act of Japan provides that no less than 50% of the paid-in amount or proceeds of issuance of shares shall be incorporated in common stock, and that the remaining shall be incorporated in capital reserves. Capital reserves may be incorporated in common stock upon approval of the General Meeting of Shareholders.

F-58

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

Retained earnings consist of legal reserves and accumulated earnings. The Companies Act of Japan provides that earnings in an amount equal to 10% of cash dividends from retained earnings shall be appropriated as a capital reserve or a legal reserve on the date of distribution of retained earnings until an aggregated amount of capital reserve and legal reserve equals 25% of common stock. Legal reserves may be used upon approval of the General Meeting of Shareholders. Certain foreign consolidated subsidiaries are also required to appropriate their earnings under the laws of respective countries.

(d) Treasury Stock

The total number of the Company’s treasury stock held by Honda as of March 31, 2018, 2019 and 2020 is as follows:

Shares

2018

2019

2020

Common shares

33,150,615

51,867,045

84,818,644

Under the Companies Act of Japan, the number of shares and total value of treasury stock acquisition may be determined, upon approval of the General Meeting of Shareholders, within the amount available for distribution. Furthermore, treasury stock may be acquired through market transactions or tender offers in accordance with the articles of incorporation within the conditions set forth in the Companies Act, upon approval of the Board of Directors.

F-59

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(e) Other Components of Equity

The changes in other components of equity for the years ended March 31, 2018, 2019 and 2020 are as follows:


	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, 2017	¥	—		¥	85,947		¥	265,459		¥	351,406

Adjustment during the year	¥	12,125		¥	20,655		¥	(192,572	)	¥	(159,792	)
Reclassification to retained earnings		(12,125	)		(1,197	)		—			(13,322	)

Balance as of March 31, 2018	¥	—		¥	105,405		¥	72,887		¥	178,292

Effect of changes in accounting policy	¥	—		¥	(208	)	¥	—		¥	(208	)
Effect of hyperinflation		—			—			14,896			14,896

Adjusted balance as of April 1, 2018	¥	—		¥	105,197		¥	87,783		¥	192,980

Adjustment during the year	¥	(23,383	)	¥	(26,696	)	¥	77,372		¥	27,293
Reclassification to retained earnings		23,383			(29,273	)		—			(5,890	)

Balance as of March 31, 2019	¥	—		¥	49,228		¥	165,155		¥	214,383

Adjustment during the year	¥	(102,230	)	¥	(24,559	)	¥	(304,670	)	¥	(431,459	)
Reclassification to retained earnings		102,230			207			—			102,437

Balance as of March 31, 2020	¥	—		¥	24,876		¥	(139,515	)	¥	(114,639	)

F-60

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(f) Other Comprehensive Income

Each component of other comprehensive income and related tax effect including non-controlling interests for the years ended March 31, 2018, 2019 and 2020 are as follows:

For the year ended March 31, 2018


	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	¥	47,383		¥	(34,039	)	¥	13,344

Net changes		47,383			(34,039	)		13,344

Net changes in revaluation of financial assets measured at fair value through other comprehensive income:
Amount incurred during the year		20,020			(732	)		19,288

Net changes		20,020			(732	)		19,288

Share of other comprehensive income of investments accounted for using the equity method:
Amount incurred during the year		1,729			(41	)		1,688

Net changes		1,729			(41	)		1,688

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		—			—			—
Reclassification to profit or loss		—			—			—

Net changes		—			—			—

Exchange differences on translating foreign operations:
Amount incurred during the year		(204,372	)		(4	)		(204,376	)
Reclassification to profit or loss		188			4			192

Net changes		(204,184	)		—			(204,184	)

Share of other comprehensive income of investments accounted for using the equity method:
Amount incurred during the year		12,266			(521	)		11,745
Reclassification to profit or loss		(1,155	)		30			(1,125	)

Net changes		11,111			(491	)		10,620

Total other comprehensive income	¥	(123,941	)	¥	(35,303	)	¥	(159,244	)

F-61

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

For the year ended March 31, 2019


	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	¥	(25,538	)	¥	1,793		¥	(23,745	)

Net changes		(25,538	)		1,793			(23,745	)

Net changes in revaluation of financial assets measured at fair value through other comprehensive income:
Amount incurred during the year		(34,898	)		10,852			(24,046	)

Net changes		(34,898	)		10,852			(24,046	)

Share of other comprehensive income of investments accounted for using the equity method:
Amount incurred during the year		(3,029	)		192			(2,837	)

Net changes		(3,029	)		192			(2,837	)

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		378			(55	)		323
Reclassification to profit or loss		(88	)		(7	)		(95	)

Net changes		290			(62	)		228

Exchange differences on translating foreign operations:
Amount incurred during the year		97,122			(443	)		96,679
Reclassification to profit or loss		(1,554	)		443			(1,111	)

Net changes		95,568			—			95,568

Share of other comprehensive income of investments accounted for using the equity method:
Amount incurred during the year		(19,793	)		946			(18,847	)
Reclassification to profit or loss		—			—			—

Net changes		(19,793	)		946			(18,847	)

Total other comprehensive income	¥	12,600		¥	13,721		¥	26,321

F-62

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

For the year ended March 31, 2020


	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	¥	(132,188	)	¥	29,205		¥	(102,983	)

Net changes		(132,188	)		29,205			(102,983	)

Net changes in revaluation of financial assets measured at fair value through other comprehensive income:
Amount incurred during the year		(33,565	)		10,204			(23,361	)

Net changes		(33,565	)		10,204			(23,361	)

Share of other comprehensive income of investments accounted for using the equity method:
Amount incurred during the year		(1,735	)		185			(1,550	)

Net changes		(1,735	)		185			(1,550	)

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		356			(47	)		309
Reclassification to profit or loss		(31	)		1			(30	)

Net changes		325			(46	)		279

Exchange differences on translating foreign operations:
Amount incurred during the year		(292,590	)		(176	)		(292,766	)
Reclassification to profit or loss		(611	)		176			(435	)

Net changes		(293,201	)		—			(293,201	)

Share of other comprehensive income of investments accounted for using the equity method:
Amount incurred during the year		(31,054	)		661			(30,393	)
Reclassification to profit or loss		—			—			—

Net changes		(31,054	)		661			(30,393	)

Total other comprehensive income	¥	(491,418	)	¥	40,209		¥	(451,209	)

The components of other comprehensive income included in non-controlling interests for the years ended March 31, 2018, 2019 and 2020 are as follows:


	Yen (millions)
	2018			2019			2020
Items that will not be reclassified to profit or loss:
Remeasurements of defined benefit plans	¥	1,534		¥	(338	)	¥	(753	)
Net changes in revaluation of financial assets measured at fair value through other comprehensive income		6			17			(73	)
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations		(992	)		(651	)		(18,924	)

Total	¥	548		¥	(972	)	¥	(19,750	)

F-63

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(g) Dividends from Retained Earnings

The Company distributes retained earnings within the available amount calculated in accordance with the Companies Act of Japan. The amount of retained earnings available for distribution is calculated based on the amount of retained earnings recorded in the Company’s non-consolidated accounting records prepared in accordance with accounting principles generally accepted in Japan.

The amounts recognized as dividends of retained earnings for the years ended March 31, 2018, 2019 and 2020 are as follows:

1) Dividend payout

For the year ended March 31, 2018


Resolution		The Ordinary General Meeting of Shareholders on June 15, 2017
Type of shares		Common shares
Total amount of dividends (millions of yen)		43,254
Dividend per share (yen)		24.00
Record date		March 31, 2017
Effective date		June 16, 2017

Resolution		The Board of Directors Meeting on August 1, 2017
Type of shares		Common shares
Total amount of dividends (millions of yen)		43,254
Dividend per share (yen)		24.00
Record date		June 30, 2017
Effective date		August 25, 2017

Resolution		The Board of Directors Meeting on November 1, 2017
Type of shares		Common shares
Total amount of dividends (millions of yen)		43,254
Dividend per share (yen)		24.00
Record date		September 30, 2017
Effective date		November 29, 2017

Resolution		The Board of Directors Meeting on February 2, 2018
Type of shares		Common shares
Total amount of dividends (millions of yen)		44,456
Dividend per share (yen)		25.00
Record date		December 31, 2017
Effective date		February 28, 2018

F-64

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

For the year ended March 31, 2019


Resolution		The Board of Directors Meeting on April 27, 2018
Type of shares		Common shares
Total amount of dividends (millions of yen)		48,013
Dividend per share (yen)		27.00
Record date		March 31, 2018
Effective date		May 30, 2018

Resolution		The Board of Directors Meeting on July 31, 2018
Type of shares		Common shares
Total amount of dividends (millions of yen)		47,682
Dividend per share (yen)		27.00
Record date		June 30, 2018
Effective date		August 28, 2018

Resolution		The Board of Directors Meeting on October 30, 2018
Type of shares		Common shares
Total amount of dividends (millions of yen)		49,287
Dividend per share (yen)		28.00
Record date		September 30, 2018
Effective date		November 28, 2018

Resolution		The Board of Directors Meeting on February 1, 2019
Type of shares		Common shares
Total amount of dividends (millions of yen)		49,287
Dividend per share (yen)		28.00
Record date		December 31, 2018
Effective date		February 28, 2019

F-65

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

For the year ended March 31, 2020


Resolution		The Board of Directors Meeting on May 8, 2019
Type of shares		Common shares
Total amount of dividends (millions of yen)		49,287
Dividend per share (yen)		28.00
Record date		March 31, 2019
Effective date		June 3, 2019

Resolution		The Board of Directors Meeting on August 2, 2019
Type of shares		Common shares
Total amount of dividends (millions of yen)		49,287
Dividend per share (yen)		28.00
Record date		June 30, 2019
Effective date		August 30, 2019

Resolution		The Board of Directors Meeting on November 8, 2019
Type of shares		Common shares
Total amount of dividends (millions of yen)		49,287
Dividend per share (yen)		28.00
Record date		September 30, 2019
Effective date		November 29, 2019

Resolution		The Board of Directors Meeting on February 7, 2020
Type of shares		Common shares
Total amount of dividends (millions of yen)		48,932
Dividend per share (yen)		28.00
Record date		December 31, 2019
Effective date		March 4, 2020

2) Dividends payable of which record date was in the year ended March 31, 2020, effective after the period


Resolution		The Board of Directors Meeting on May 12, 2020
Type of shares		Common shares
Resource for dividend		Retained earnings
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

(20) Sales Revenue

(a) Disaggregation of revenue

As stated in note 4, Honda has four reportable segments: Motorcycle business, Automobile business, Financial services business and Life creation and other businesses.

F-66

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

The sales revenue disaggregated by geographical markets based on the location of the customer and the reconciliation of the disaggregated sales revenue with the four reportable segments for the years ended March 31, 2019 and 2020 are as follows:

For the year ended March 31, 2019


	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Life Creation and Other Businesses		Total
Revenue arising from contracts with customers
Japan	¥	79,297	¥	1,590,032	¥	86,437	¥	87,503	¥	1,843,269
North America		188,022		6,163,120		1,013,987		135,277		7,500,406
Europe		159,645		427,347		—		60,993		647,985
Asia		1,372,583		2,359,557		33		46,402		3,778,575
Other Regions		297,757		521,124		—		20,608		839,489

Total	¥	2,097,304	¥	11,061,180	¥	1,100,457	¥	350,783	¥	14,609,724

Revenue arising from the other sources*		2,851		10,937		1,264,898		207		1,278,893

Total	¥	2,100,155	¥	11,072,117	¥	2,365,355	¥	350,990	¥	15,888,617

Explanatory note:

*	Revenue arising from the other sources primarily includes lease revenues recognized under IAS 17 and interest recognized under IFRS 9.

For the year ended March 31, 2020


	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Life Creation and Other Businesses		Total
Revenue arising from contracts with customers
Japan	¥	77,241	¥	1,473,552	¥	130,775	¥	76,114	¥	1,757,682
North America		203,822		5,648,818		1,108,827		133,070		7,094,537
Europe		144,392		359,166		—		53,233		556,791
Asia		1,329,352		2,048,588		11		46,433		3,424,384
Other Regions		295,093		425,900		—		16,200		737,193

Total	¥	2,049,900	¥	9,956,024	¥	1,239,613	¥	325,050	¥	13,570,587

Revenue arising from the other sources*		9,435		3,056		1,347,352		579		1,360,422

Total	¥	2,059,335	¥	9,959,080	¥	2,586,965	¥	325,629	¥	14,931,009

Explanatory note:

*	Revenue arising from the other sources primarily includes lease revenues recognized under IFRS 16 and interest recognized under IFRS 9.

F-67

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(b)

Contract balances

The receivables from contracts with customers and contract liabilities for the years ended March 31, 2019 and 2020 are as follows:


	Yen (millions)
	2019		2020
Receivables from contracts with customers:
Trade receivables	¥	707,337	¥	516,705
Contract liabilities:
Other current liabilities		214,888		221,959
Other noncurrent liabilities		165,722		167,076

The amounts of revenue recognized for the years ended March 31, 2019 and 2020 that were included in the contract liability balances at the beginning of the year are ¥212,303 million and ¥186,581 million, respectively. The amounts of revenue recognized for the years ended March 31, 2019 and 2020 from performance obligations satisfied (or partially satisfied) in previous years were immaterial. In addition, the balances of contract assets were immaterial.

(c)

Transaction price allocated to the remaining performance obligation

The revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of March 31, 2019 and 2020 are as follows:


	Yen (millions)
	2019		2020
Within 1 year	¥	103,734	¥	106,745
Between 1 and 5 years		185,456		201,925
Later than 5 years		12,791		1,860

Total	¥	301,981	¥	310,530

The table does not include the remaining performance obligations that have original expected durations of one year or less and estimated amounts of variable consideration that are constrained from being recognized as revenue.

(d)

Assets recognized from the costs to obtain or fulfill a contract with a customer

The assets recognized from the costs to obtain a contract with a customer as of March 31, 2019 and 2020 are as follows:


	Yen (millions)
	2019		2020
Assets recognized from the costs to obtain a contract with a customer	¥	105,471	¥	100,751

Honda recognizes the incremental costs of obtaining a contract with a customer and the costs incurred in fulfilling a contract with a customer that are directly associated with the contract as an asset, if those costs are expected to be recoverable. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. The assets

F-68

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

recognized from the costs to obtain a contract are presented in the consolidated statement of financial position mainly as other non-current assets and are amortized over the period for which the services based on a contract are provided. The amounts of assets recognized from the costs to fulfill a contract are not material.

The amounts of amortization of the assets for the years ended March 31, 2019 and 2020 are ¥35,057 million and ¥35,324 million, respectively.

(21) Research and Development

Research and development costs for the years ended March 31, 2018, 2019 and 2020 consist of the following:


	Yen (millions)
	2018			2019			2020
Research and development expenditures incurred during the reporting period	¥	730,734		¥	820,037		¥	821,478
Amount capitalized		(132,800	)		(161,232	)		(192,397	)
Amortization and impairment losses of capitalized development costs		153,922			148,100			175,042

Total	¥	751,856		¥	806,905		¥	804,123

F-69

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(22) Finance Income and Finance Costs

Finance income and finance costs for the years ended March 31, 2018, 2019 and 2020 consist of the following:


	Yen (millions)
	2018			2019			2020
Interest income:
Financial assets measured at amortized cost	¥	39,645		¥	46,862		¥	47,679
Financial assets measured at fair value through other comprehensive income		—			323			249
Financial assets measured at fair value through profit or loss		1,546			1,433			1,484

Total		41,191			48,618			49,412

Interest expense:
Financial liabilities measured at amortized cost		(12,970	)		(13,217	)		(15,624	)
Other		—			—			(9,065	)
Total		(12,970	)		(13,217	)		(24,689	)

Other, net:
Dividends received:
Financial assets measured at fair value through other comprehensive income		4,708			5,056			5,169
Financial assets measured at fair value through profit or loss		15			21			25
Gains (losses) on derivatives:
Financial assets and financial liabilities measured at fair value through profit or loss		67,132			(54,897	)		(19,270	)
Gains (losses) on foreign exchange		(69,197	)		31,266			(24,942	)
Other		2,893			7,331			6,373

Total		5,551			(11,223	)		(32,645	)

Total	¥	33,772		¥	24,178		¥	(7,922	)

(23) Income Taxes

(a) Income Tax Expense

Profit before income taxes and income tax expense for the years ended March 31, 2018, 2019 and 2020 consist of the following:


	Yen (millions)
	2018									2019						2020
	Japan			Foreign			Total			Japan		Foreign		Total		Japan			Foreign		Total
Profit (loss) before income taxes	¥	126,915		¥	988,058		¥	1,114,973		¥	70,805	¥	908,570	¥	979,375	¥	(63,390	)	¥	853,308	¥	789,918

Income tax expense (benefit):
Current taxes		(2,956	)		280,316			277,360			32,937		183,828		216,765		11,036			233,570		244,606
Deferred taxes		25,149			(316,175	)		(291,026	)		58,121		28,203		86,324		17,470			17,910		35,380

Total	¥	22,193		¥	(35,859	)	¥	(13,666	)	¥	91,058	¥	212,031	¥	303,089	¥	28,506		¥	251,480	¥	279,986

F-70

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

The amount of write-down of deferred tax assets included in income tax expense (deferred taxes) for the year ended March 2019 is ¥50,322 million.

The statutory income tax rate in Japan for the years ended March 31, 2018, 2019 and 2020 was 30.4%, 30.2% and 30.2%, respectively. The foreign subsidiaries are subject to taxes based on income at rates ranging from 16.0% to 35.0%.

The Japanese statutory income tax rate for the years ended March 31, 2018, 2019 and 2020 differs from the average effective tax rate for the following reasons:


	2018			2019			2020
Statutory income tax rate		30.4	%		30.2	%		30.2	%
Difference in statutory income tax rates of foreign subsidiaries		(1.1	)		(4.3	)		(3.9	)
Effects of investments accounted for using the equity method		(6.7	)		(7.1	)		(6.2	)
Effects of undistributed earnings and withholding taxes on royalty		7.0			7.7			8.6
Changes in unrecognized deferred tax assets		(0.2	)		8.3			7.8
Effects of income and expense not taxable and deductible for tax purpose		0.1			0.2			0.8
Effects of tax credit		(2.1	)		(3.2	)		(3.0	)
Other adjustments relating to prior years		0.3			(0.1	)		(0.7	)
Adjustments for the uncertain tax treatments on income taxes		0.7			0.8			0.2
Adjustments for the changes in income tax laws*		(30.1	)		(2.5	)		2.3
Other		0.5			0.9			(0.7	)

Average effective tax rate		(1.2	)%		30.9	%		35.4	%

Explanatory note:

The Tax Cuts and Jobs Act (“the Act”) was enacted in the United States on December 22, 2017. Due to the Act, the federal corporate income tax rate in the United States applicable to the Company’s United States businesses was reduced from 35% to a blended rate of 31.55% for the fiscal year ended March 31, 2018 and to 21% from the fiscal year commencing on April 1, 2018. The Company recognized impacts of the enactment of the Act, including a decrease in income tax expenses of ¥346,129 million, as a result of reevaluating deferred tax assets and liabilities in its consolidated subsidiaries in the United States based on the reduced federal corporate income tax rate, for the fiscal year ended March 31, 2018.

F-71

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(b) Deferred Tax Assets and Deferred Tax Liabilities

The components by major factor in deferred tax assets and deferred tax liabilities as of March 31, 2019 and 2020 are as follows:


	Yen (millions)
	2019			2020
Deferred tax assets:
Inventories	¥	39,044		¥	29,899
Accrued expenses		75,378			66,115
Provisions		101,780			75,858
Property, plant and equipment		18,462			18,936
Intangible assets		22,776			18,198
Retirement benefit liabilities		95,324			138,735
Carryforward of unused tax losses		54,817			58,023
Carryforward of unused tax credit		43,130			50,472
Other		124,588			107,848

Total	¥	575,299		¥	564,084

Deferred tax liabilities:
Property, plant and equipment	¥	81,472		¥	76,126
Intangible assets		180,607			183,985
Other financial assets		21,720			5,468
Finance leases		41,050			40,892
Operating leases		718,981			701,303
Undistributed earnings		58,112			56,136
Other		50,450			66,489

Total	¥	1,152,392		¥	1,130,399

Net deferred tax assets (liabilities)	¥	(577,093	)	¥	(566,315	)

The changes in deferred tax assets and deferred tax liabilities recognized as income tax expense in the consolidated statements of income for the years ended March 31, 2018, 2019 and 2020 are as follows:


	Yen (millions)
	2018			2019			2020
Inventories	¥	5,541		¥	28,022		¥	8,738
Provisions		45,492			20,711			22,185
Property, plant and equipment		(27,520	)		(499	)		(3,503	)
Retirement benefit liabilities		(623	)		3,237			(5,597	)
Operating leases		(328,950	)		49,142			(3,697	)
Undistributed earnings		12,655			215			(1,059	)
Carryforward of unused tax losses		9,226			(19,335	)		(6,378	)
Carryforward of unused tax credit		(10,300	)		(8,038	)		(8,423	)
Other		3,453			12,869			33,114

Total	¥	(291,026	)	¥	86,324		¥	35,380

Honda considers the probability that a portion of, or all of, the deductible temporary differences, carryforward of unused tax losses and carryforward of unused tax credit can be utilized against future taxable

F-72

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

profits in the recognition of deferred tax assets. In assessing recoverability of deferred tax assets, management considers the scheduled reversal of deferred tax liabilities, projected future taxable profit and tax planning strategies. Based upon the level of historical taxable profit and projections for future taxable profit over the periods for which the deferred tax assets are deductible, management believes it is probable that Honda will utilize the benefits of these deferred tax assets as of March 31, 2019 and 2020. Uncertainty of estimates of future taxable profit could increase due to changes in the economic environment surrounding Honda, effects by market conditions, effects of currency fluctuations or other factors. Deferred tax assets recognized by entities that have suffered a loss in either the preceding or current period are ¥57,410 million and ¥56,912 million as of March 31, 2019 and 2020, respectively.

Deductible temporary differences, carryforward of unused tax losses and carryforward of unused tax credit for which deferred tax assets are not recognized as of March 31, 2019 and 2020 are as follows:


	Yen (millions)
	2019		2020
Deductible temporary differences	¥	560,738	¥	665,917
Carryforward of unused tax losses		261,294		391,272
Carryforward of unused tax credit		3,850		1,242

The components by expiry of the carryforward of unused tax losses for which deferred tax assets are not recognized as of March 31, 2019 and 2020 are as follows:


	Yen (millions)
	2019		2020
Within 1 year	¥	8,759	¥	28,613
Between 1 and 5 years		67,352		59,027
Between 5 and 20 years		101,953		164,371
Indefinite periods		83,230		139,261

Total	¥	261,294	¥	391,272

The components by expiry of the carryforward of unused tax credit for which deferred tax assets are not recognized as of March 31, 2019 and 2020 are as follows:


	Yen (millions)
	2019		2020
Within 1 year	¥	570	¥	343
Between 1 and 5 years		1,422		672
Between 5 and 20 years		1,858		227
Indefinite periods		—		—

Total	¥	3,850	¥	1,242

The aggregate amounts of temporary differences relating to investments in subsidiaries and interests in joint ventures for which deferred tax liabilities are not recognized as of March 31, 2019 and 2020 are ¥4,908,449 million and ¥4,718,298 million, respectively.

F-73

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(24) Earnings Per Share

Earnings per share attributable to owners of the parent for the years ended March 31, 2018, 2019 and 2020 are calculated based on the following information. There were no significant dilutive potential common shares outstanding for the years ended March 31, 2018, 2019 and 2020.


	2018		2019		2020
Profit for the year attributable to owners of the parent (millions of yen)	¥	1,059,337	¥	610,316	¥	455,746
Weighted average number of common shares outstanding, basic (shares)		1,793,088,970		1,763,983,221		1,752,006,211
Basic earnings per share attributable to owners of the parent (yen)	¥	590.79	¥	345.99	¥	260.13

(25) Financial Risk Management

(a) Risk Management

Honda has manufacturing operations throughout the world and sells products and components to various countries. In the course of these activities, Honda holds trade receivables arising from business activities, receivables from financial services, trade payables and financing liabilities, and is thus exposed to market risk, credit risk and liquidity risk associated with the holding of such financial instruments.

These risks are evaluated by Honda through periodic monitoring.

(b) Market Risk

Honda is exposed to the risk that the fair value or future cash flows of a financial instrument fluctuates because of changes in foreign currency exchange rates and interest rates.

Honda uses derivatives that consist mainly of foreign currency forward exchange contracts, foreign currency option contracts, currency swap agreements and interest rate swap agreements to reduce primarily the risk that future cash flows of a financial instrument fluctuates because of changes in foreign currency exchange rates and interest rates.

Derivatives are used within the scope of actual demand, in accordance with risk management policies. In addition, Honda does not hold any derivatives for trading purpose.

1) Foreign currency exchange rate risk

Honda has manufacturing operations throughout the world and exports products and components to various countries. Honda purchases materials and components and sells its products and components in foreign currencies. Therefore, currency fluctuations may affect Honda’s profit and the value of the financial instruments it holds.

Foreign currency forward exchange contracts and foreign currency option contracts are used to hedge currency risk of transactions denominated in foreign currencies (principally U.S. dollars).

F-74

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(Foreign currency exchange rate risk sensitivity analysis)

Sensitivity analysis of Honda’s foreign currency exchange rate risk associated with holding financial instruments as of March 31, 2019 and 2020 is as follows.

The following scenario demonstrates the impact of a 1% appreciation of the Japanese yen against the U.S. dollar on profit before income taxes, holding all variables other than the foreign currency exchange rate constant.


	Yen (millions)
	2019		2020
Impact on profit before income taxes	¥	(777)	¥	(828)

2) Interest rate risk

Honda is exposed to market risk for changes in interest rates related primarily to its debt obligations and receivables from financial services. In addition to short-term financing such as commercial paper, Honda has long-term debt with both fixed and floating rates. Honda’s receivables from financial services primarily use fixed rates. Interest rate swap agreements are mainly used to manage interest rate risk exposure of receivables from financial services and to match finance costs with finance income. Currency swap agreements used among different currencies, also serve to hedge foreign currency exchange risk as well as interest rate risk.

(Interest rate risk sensitivity analysis)

Sensitivity analysis of Honda’s interest rate risk associated with holding financial instruments as of March 31, 2019 and 2020 is as follows.

The following scenario demonstrates the impact of a 100 basis point rise in interest rates on profit before income taxes, holding all variables other than interest rates constant.


	Yen (millions)
	2019		2020
Impact on profit before income taxes	¥	(1,915)	¥	(4,861)

3) Equity price risk

Honda is exposed to equity price risk as a result of its holdings of marketable equity securities. Marketable equity securities are held for purposes other than trading, and are mainly classified into financial assets measured at fair value through other comprehensive income.

(c) Credit Risk

Honda is exposed to the risk that one party to a financial instrument causes a financial loss for the other party by failing to discharge an obligation. Honda reduces the risk of financial assets other than derivatives in accordance with credit administration rules. Honda reduces the risk of derivatives by limiting the counterparties to major international banks and financial institutions that meet the internally established credit guidelines.

The credit risk is mainly in receivables from financial services. Credit risk of the portfolio of consumer finance receivables can be affected by general economic conditions. Adverse changes such as a rise in unemployment can increase the likelihood of defaults. Declines in used vehicle prices can reduce the amount of

F-75

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

recoveries on repossessed collaterals. The finance subsidiaries of the Company manage exposures to credit risk in consumer finance receivables by monitoring and adjusting underwriting standards, which affect the level of credit risk that Honda assumes, pricing contracts for expected losses, and focusing collection efforts to minimize losses. Credit risk on dealer finance receivables is affected primarily by the financial strength of the dealers within the portfolio, the value of collateral securing the financings, and economic and market factors that could affect the creditworthiness of dealers. The finance subsidiaries of the Company manage exposures to credit risk in dealer finance receivables by performing comprehensive reviews of dealers prior to establishing financing arrangements and continuously monitoring the payment performance and creditworthiness of these dealers.

Honda has entered into various guarantee agreements, which mainly consist of loan commitments to dealers and guarantees of bank loans of employees for their housing costs. The finance subsidiaries of the Company maintain unused balances on committed lines to dealers based on loan commitment contracts. Although committed lines have been extended, they will not necessarily be withdrawn, as certain contracts contain terms and conditions of withdrawal that require screening of the obligor’s credit standing. There is risk that dealers fail to discharge withdrawn committed lines and cause financial loss for Honda. Regarding the bank loans of employees for their housing costs, if an employee defaults on his/her loan payments, Honda is required to perform under the guarantee. As of March 31, 2020, no amount has been accrued for any estimated losses under the obligations, as it is probable that the employees will be able to make all scheduled payments.

1) Credit risk exposure

The analysis of the age of receivables from financial services that are past due as of March 31, 2019 and 2020 is as follows:


	Yen (millions)
As of March 31, 2019	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	¥	204,475	¥	35,706	¥	7,572	¥	6,070	¥	253,823
Finance lease		349		108		26		198		681
Dealer finance receivables:
Wholesale		21,509		7,407		92		3,858		32,866

Total	¥	226,333	¥	43,221	¥	7,690	¥	10,126	¥	287,370


	Yen (millions)
As of March 31, 2020	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	¥	199,260	¥	38,862	¥	9,621	¥	6,609	¥	254,352
Finance lease		152		31		9		280		472
Dealer finance receivables:
Wholesale		16,959		6,254		395		156		23,764

Total	¥	216,371	¥	45,147	¥	10,025	¥	7,045	¥	278,588

F-76

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

The balances of retail receivables included in consumer finance receivables as of March 31, 2019 and 2020 are as follows:


	Yen (millions)
	12-month ECL (Stage 1)		Lifetime ECL				Total
As of March 31, 2019	12-month ECL (Stage 1)		Not credit-impaired (Stage 2)		Credit-impaired (Stage 3)		Total
Consumer finance receivables:
Retail*	¥	3,893,725	¥	691,401	¥	17,722	¥	4,602,848


	Yen (millions)
	12-month ECL (Stage 1)		Lifetime ECL				Total
As of March 31, 2020	12-month ECL (Stage 1)		Not credit-impaired (Stage 2)		Credit-impaired (Stage 3)		Total
Consumer finance receivables:
Retail*	¥	2,969,699	¥	1,450,663	¥	20,002	¥	4,440,364

Explanatory note:

*	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.

Dealerships are assigned an internal risk rating based primarily on their financial condition. At a minimum, risk ratings for dealerships are updated annually and more frequently for dealerships with weaker risk ratings.

The following table shows the balances of dealer finance receivables and loan commitments classified into Group A or B based on the internal risk ratings. Group A includes the dealer finance receivables and loan commitments of dealerships with high credit quality characteristics. Group B includes the dealer finance receivables and loan commitments of remaining dealerships.

The balances of dealer finance receivables and the undiscounted maximum amounts of potential payment for loan commitments by this risk rating as of March 31, 2019 and 2020 are as follows:


	Yen (millions)
	12-month ECL (Stage 1)		Lifetime ECL				Total
As of March 31, 2019	12-month ECL (Stage 1)		Not credit-impaired (Stage 2)		Credit-impaired (Stage 3)		Total
Dealer finance receivables:
Group A	¥	469,877	¥	9,224	¥	—	¥	479,101
Group B		202,993		13,223		16,897		233,113

Total	¥	672,870	¥	22,447	¥	16,897	¥	712,214

Loan commitments:
Group A	¥	46,962	¥	—	¥	—	¥	46,962
Group B		10,479		—		—		10,479

Total	¥	57,441	¥	—	¥	—	¥	57,441

F-77

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

The undiscounted maximum amount of potential payment for guarantees of bank loans of employees for their housing costs as of March 31, 2019 is ¥11,953 million.


	Yen (millions)
	12-month ECL (Stage 1)		Lifetime ECL				Total
As of March 31, 2020	12-month ECL (Stage 1)		Not credit-impaired (Stage 2)		Credit-impaired (Stage 3)		Total
Dealer finance receivables:
Group A	¥	414,323	¥	23,308	¥	77	¥	437,708
Group B		217,741		9,900		1,643		229,284

Total	¥	632,064	¥	33,208	¥	1,720	¥	666,992

Loan commitments:
Group A	¥	43,823	¥	—	¥	—	¥	43,823
Group B		19,832		—		—		19,832

Total	¥	63,655	¥	—	¥	—	¥	63,655

The undiscounted maximum amount of potential payment for guarantees of bank loans of employees for their housing costs as of March 31, 2020 is ¥10,100 million.

2) Collateral held as security

The finance subsidiaries of the Company generally hold sold products as collateral for consumer finance receivables. The finance subsidiaries of the Company hold the dealerships’ other assets as collateral in addition to sold products for dealer finance receivables. The extent to which collateral mitigates credit risk is dependent on the value of collateral relative to the outstanding receivables balance at the time of repossession. The estimated fair value of collateral for credit-impaired consumer finance receivables excluding collateral values in excess of carrying amounts as of March 31, 2019 and 2020 are approximately 60%, respectively, and those for dealer finance receivables are approximately 90% and 60% of the carrying amounts, respectively. The extent to which collateral mitigates credit risk is also dependent on finance subsidiaries’ ability to take possession of the collateral.

(d) Liquidity Risk

Honda raises funds by commercial paper, bank loans, medium-term notes, corporate bonds and securitization of finance receivables and equipment on operating leases. Honda is exposed to the liquidity risk that Honda would not be able to repay liabilities on the due date due to the deterioration of the financing environment.

Exposure to liquidity risk is managed by maintaining sufficient capital resources, a sufficient level of liquidity and a sound balance sheet. Honda meets its working capital targets primarily through cash generated by business operations, bank loans, corporate bonds and commercial paper. Honda funds financial programs for customers and dealers primarily from medium-term notes, bank loans, securitization of finance receivables and equipment on operating leases, commercial paper and corporate bonds.

F-78

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

The unused portions of the credit facility of Honda’s commercial paper and medium-term note programs as of March 31, 2019 and 2020 are as follows:


	Yen (millions)
	2019		2020
Commercial paper	¥	602,243	¥	481,352
Medium-term notes		1,229,911		2,791,490

Total	¥	1,832,154	¥	3,272,842

Honda is authorized to obtain financing at prevailing interest rates under these programs.

Honda is aware of the possibility that various factors, such as recession-induced market contraction and financial and foreign exchange market volatility may adversely affect liquidity. For this reason, Honda has sufficient committed lines of credit that serve as alternative liquidity for the commercial paper issued regularly to replace debt.

The unused portions of the committed lines of credit extended by financial institutions to Honda as of March 31, 2019 and 2020 are as follows:


	Yen (millions)
	2019		2020
Commercial paper programs	¥	1,080,503	¥	1,084,917
Other		58,199		63,484

Total	¥	1,138,702	¥	1,148,401

Borrowings under those committed lines of credit generally are available at the prime interest rate.

F-79

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

Maturity analysis of financial liabilities

1) Non-derivative financial liabilities

Non-derivative financial liabilities by maturity as of March 31, 2019 and 2020 are as follows:


	Yen (millions)
As of March 31, 2019	Carrying amount		Within 1 year		Between 1 and 5 years		Later than 5 years		Total contractual cash flows
Trade payables	¥	1,184,882	¥	1,184,882	¥	—	¥	—	¥	1,184,882
Financing liabilities		7,331,120		3,321,576		4,089,215		239,638		7,650,429
Accrued expenses		476,300		476,300		—		—		476,300
Other financial liabilities		127,108		66,240		29,615		31,416		127,271

Total	¥	9,119,410	¥	5,048,998	¥	4,118,830	¥	271,054	¥	9,438,882


	Yen (millions)
As of March 31, 2020	Carrying amount		Within 1 year		Between 1 and 5 years		Later than 5 years		Total contractual cash flows
Trade payables	¥	958,469	¥	958,468	¥	—	¥	—	¥	958,468
Financing liabilities		7,469,686		3,341,226		3,964,660		288,041		7,593,927
Accrued expenses		449,716		449,716		—		—		449,716
Other financial liabilities		397,467		88,629		98,285		230,562		417,476

Total	¥	9,275,338	¥	4,838,039	¥	4,062,945	¥	518,603	¥	9,419,587


Other financial liabilities include lease liabilities. Lease liabilities by maturity as of March 31, 2020 is as follows:

	Yen (millions)
As of March 31, 2020	Carrying amount		Within 1 year		Between 1 and 5 years		Later than 5 years		Total contractual cash flows
Lease liabilities	¥	330,040	¥	55,486	¥	90,999	¥	203,563	¥	350,048

2) Derivative financial liabilities

Derivative financial liabilities by maturity as of March 31, 2019 and 2020 are as follows:


	Yen (millions)
As of March 31, 2019	Within 1 year		Between 1 and 5 years		Later than 5 years		Total contractual cash flows
Derivative financial liabilities	¥	41,518	¥	49,513	¥	1,609	¥	92,640


	Yen (millions)
As of March 31, 2020	Within 1 year		Between 1 and 5 years		Later than 5 years		Total contractual cash flows
Derivative financial liabilities	¥	51,697	¥	69,621	¥	365	¥	121,683

F-80

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(26) Fair Value

(a) Definition of Fair Value Hierarchy

Honda uses a three-level hierarchy when measuring fair value. The following is a description of the three hierarchy levels:

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

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest input that is significant to the fair value measurement in its entirety. Honda recognizes the transfers between the levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

(b) Method of Fair Value Measurement

The fair values of assets and liabilities are determined based on relevant market information and through the use of an appropriate valuation method.

The measurement methods and assumptions used in the measurement of assets and liabilities are as follows:

(Cash and cash equivalents, trade receivables and trade payables)

The fair values approximate their carrying amounts due to their short-term maturities.

(Receivables from financial services)

The fair value of receivables from financial services is measured primarily by discounting future cash flows using the current interest rates applicable for these receivables of similar remaining maturities. Fair value measurement for receivables from financial services is classified as Level 3.

(Debt securities)

Debt securities consist mainly of mutual funds, corporate bonds, local bonds and auction rate securities.

The fair value of mutual funds with an active market is measured by using quoted market prices. Fair value measurement for mutual funds with an active market is classified as Level 1.

The fair values of corporate bonds and local bonds are measured based on proprietary pricing models provided by specialists and/or market makers and the models obtain a wide array of market observable inputs such as credit ratings and discount rates. Fair value measurements for corporate bonds and local bonds are classified as Level 2.

The subsidiary’s auction rate securities are A to AAA rated and are insured by qualified guarantee agencies, and reinsured by the Secretary of Education and the United States government, and guaranteed at approximately

F-81

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

95% by the United States government. To measure fair value of auction rate securities, Honda uses a third-party-developed valuation model which obtains a wide array of market observable inputs, as well as unobservable inputs including probability of passing or failing auction at each auction. Fair value measurement for auction rate securities is classified as Level 3.

(Equity securities)

The fair value of equity securities with an active market is measured by using quoted market prices. Fair value measurement for equity securities with an active market is classified as Level 1.

The fair value of equity securities with no active market is measured mainly by using the comparable company valuation method and other appropriate valuation methods. Fair value measurement for equity securities with no active market is classified as Level 3. In addition, in the case that cost represents the best estimate of fair value, fair value for the equity securities with no active market is measured at cost.

Price book-value ratio (PBR) of a comparable company are used as a significant unobservable input in the fair value measurement of equity securities classified as Level 3. The fair value increases (decreases) as PBR of a comparable company rise (decline). Such fair value measurements are conducted in accordance with the group accounting policy approved by the appropriate person of authority and based upon valuation methods determined by personnel in accounting divisions of Honda.

(Derivatives)

Derivatives consist mainly of foreign currency forward exchange contracts, foreign currency option contracts, currency swap agreements and interest rate swap agreements.

The fair values of foreign currency forward exchange contracts and foreign currency option contracts are measured by using market observable inputs such as spot exchange rates, discount rates and implied volatility. The fair values of currency swap agreements and interest rate swap agreements are measured by discounting future cash flows using market observable inputs such as LIBOR rates, swap rates, and foreign exchange rates. Fair value measurements for these derivatives are classified as Level 2.

The credit risk of the counterparties is considered in the valuation of derivatives.

(Financing liabilities)

The fair value of financing liabilities is measured by discounting future cash flows using interest rates currently available for liabilities of similar terms and remaining maturities. Fair value measurement of financing liabilities is mainly classified as Level 2.

F-82

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(c) Assets and Liabilities Measured at Fair Value on a recurring basis

Assets and liabilities measured at fair value on a recurring basis as of March 31, 2019 and 2020 consist of the following:


	Yen (millions)
As of March 31, 2019	Level 1		Level 2		Level 3		Total
Other financial assets:
Financial assets measured at fair value through profit or loss:
Derivatives
Foreign exchange instruments	¥	—	¥	12,233	¥	—	¥	12,233
Interest rate instruments		—		34,164		—		34,164

Total		—		46,397		—		46,397

Debt securities		21,090		31,551		5,439		58,080
Financial assets measured at fair value through other comprehensive income:
Debt securities		—		10,495		—		10,495
Equity securities		108,879		—		98,156		207,035

Total	¥	129,969	¥	88,443	¥	103,595	¥	322,007

Other financial liabilities:
Financial liabilities measured at fair value through profit or loss:
Derivatives
Foreign exchange instruments	¥	—	¥	35,449	¥	—	¥	35,449
Interest rate instruments		—		34,042		—		34,042

Total		—		69,491		—		69,491

Total	¥	—	¥	69,491	¥	—	¥	69,491

F-83

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

There were no transfers between Level 1 and Level 2 for the year ended March 31, 2019.


	Yen (millions)
As of March 31, 2020	Level 1		Level 2		Level 3		Total
Other financial assets:
Financial assets measured at fair value through profit or loss:
Derivatives
Foreign exchange instruments	¥	—	¥	19,215	¥	—	¥	19,215
Interest rate instruments		—		76,589		—		76,589

Total		—		95,804		—		95,804

Debt securities		18,175		34,949		5,224		58,348
Financial assets measured at fair value through other comprehensive income:
Debt securities		—		9,069		—		9,069
Equity securities		78,493		—		99,508		178,001

Total	¥	96,668	¥	139,822	¥	104,732	¥	341,222

Other financial liabilities:
Financial liabilities measured at fair value through profit or loss:
Derivatives
Foreign exchange instruments	¥	—	¥	24,834	¥	—	¥	24,834
Interest rate instruments		—		90,334		—		90,334

Total		—		115,168		—		115,168

Total	¥	—	¥	115,168	¥	—	¥	115,168

There were no transfers between Level 1 and Level 2 for the year ended March 31, 2020.

F-84

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

The changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the years ended March 31, 2019 and 2020 are as follows:


	Yen (millions)
For the year ended March 31, 2019	Debt securities			Equity securities
Balance as of April 1, 2018	¥	5,206		¥	12,671

Total gains or losses:
Profit or loss		(42	)		—
Other comprehensive income		—			(3,824	)
Purchases		—			89,651
Sales		—			(295	)
Exchange differences on translating foreign operations		275			(47	)

Balance as of March 31, 2019	¥	5,439		¥	98,156

Unrealized gains or losses included in profit or loss on assets held at March 31, 2019	¥	(42	)	¥	—

	Yen (millions)
For the year ended March 31, 2020	Debt securities			Equity securities
Balance as of April 1, 2019	¥	5,439		¥	98,156

Total gains or losses:
Profit or loss		(28	)		—
Other comprehensive income		—			(3,584	)
Purchases		—			5,222
Sales		—			(40	)
Exchange differences on translating foreign operations		(187	)		(246	)

Balance as of March 31, 2020	¥	5,224		¥	99,508

Unrealized gains or losses included in profit or loss on assets held at March 31, 2020	¥	(28	)	¥	—

Explanatory notes:

1.	Gains or losses included in profit or loss for the years ended March 31, 2019 and 2020 are included in other, net in finance income and finance costs in the consolidated statements of income.

Gains or losses on equity securities included in other comprehensive income for the years ended March 31, 2019 and 2020 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.

F-85

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(d) Financial Assets and Financial Liabilities measured at amortized cost

The carrying amounts and fair values of financial assets and financial liabilities measured at amortized cost as of March 31, 2019 and 2020 are as follows:


	Yen (millions)
	2019				2020
	Carrying amount		Fair value		Carrying amount		Fair value
Receivables from financial services	¥	5,405,250	¥	5,417,297	¥	5,161,165	¥	5,173,553
Debt securities		54,964		54,952		62,204		62,210
Financing liabilities		7,331,120		7,355,632		7,469,686		7,408,800

The table does not include financial assets and financial liabilities measured at amortized cost whose fair values approximate their carrying amounts.

(27) Offsetting of Financial Assets and Financial Liabilities

The offsetting information regarding financial assets and financial liabilities as of March 31, 2019 and 2020 is as follows:


	Yen (millions)
As of March 31, 2019	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	¥	46,397	¥	—	¥	46,397	¥	(34,407	)	¥	11,990
Other financial liabilities
Derivatives		69,491		—		69,491		(34,407	)		35,084



	Yen (millions)
As of March 31, 2020	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	¥	95,804	¥	—	¥	95,804	¥	(81,059	)	¥	14,745
Other financial liabilities
Derivatives		115,168		—		115,168		(81,059	)		34,109

Generally, the set-off rights on financial instruments that do not meet the offsetting criteria for offsetting financial assets and financial liabilities become enforceable only under special circumstances, such as when the counterparty can no longer fulfill its obligations due to bankruptcy and other reasons.

F-86

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(28) Commitments and Contingent Liabilities

(a) Commitments

1) Purchase commitments

Commitments for purchases of property, plant and equipment and other commitments as of March 31, 2019 and 2020 are as follows:


	Yen (millions)
	2019		2020
Commitments for purchases of property, plant and equipment and other commitments	¥	99,379	¥	80,670

2) Non-cancellable lease commitments

Honda is the lessee under several operating leases, primarily for office and other facilities, and certain office equipment.

Future minimum lease payments under non-cancelable operating leases that have initial or remaining lease terms in excess of one year as of March 31, 2019 is as follows:


	Yen (millions)
	2019
Within 1 year	¥	23,733
Between 1 and 5 years		47,556
Later than 5 years		44,345

Total	¥	115,634

Lease payments under operating leases recognized as expenses for the years ended March 31, 2018 and 2019 are as follows:


	Yen (millions)
	2018		2019
Lease payments under operating leases recognized as expenses	¥	35,180	¥	41,529

For the amounts of the lease liabilities by maturity as of March 31, 2020, see note “(25) Financial risk management (d) Liquidity Risk (1) Non-derivative financial liabilities.”

(b) Claims and Lawsuits

F-87

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

Loss related to airbag inflators

(29) Structured Entities

Honda considers whether its control over structured entities exists under IFRS 10 “Consolidated Financial Statements”. Honda consolidates structured entities over which it has control, by comprehensively determining whether its control over the entity exists based on any contractual arrangements with such entity as well as the percentage of its voting or similar rights in the entity.

The finance subsidiaries of the Company periodically securitize finance receivables and operating lease assets for liquidity and funding purposes. Securitized assets are transferred to structured entities that are established with the limited purpose of issuing asset-backed securities. The finance subsidiaries of the Company are deemed to have the power to direct the activities of these structured entities that most significantly impact the entities’ economic performance as they retain servicing rights, including the management of delinquencies and defaults of the finance receivables and beneficial interests in operating lease assets. Furthermore, the finance subsidiaries of the Company are deemed to have the obligation to absorb losses and the right to receive variable returns from these structured entities that could potentially be significant to these structured entities by retaining certain subordinated interests of these structured entities. Therefore, the Company is deemed to have substantial control over these entities and consolidates them.

Investors in the asset-backed securities issued by these structured entities do not have recourse to the finance subsidiaries’ general credit with the exception of representations and warranties customary in the industry provided by the finance subsidiaries.

There were no significant unconsolidated structured entities as of March 31, 2019 and 2020.

F-88

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(30) Related Parties

(a) Related Party Transactions

Honda mainly purchases materials, supplies and services from affiliates and joint ventures, and sells finished goods, parts used in its products, equipment and services to them in the ordinary course of business. Transactions with affiliates and joint ventures are generally made at values that approximate arm’s-length prices.

The balances of receivables and payables with affiliates and joint ventures as of March 31, 2019 and 2020 are as follows:


	Yen (millions)
	2019		2020
Receivables:
Affiliates	¥	22,518	¥	19,120
Joint ventures		237,880		204,126

Total	¥	260,398	¥	223,246

Payables:
Affiliates	¥	141,576	¥	108,267
Joint ventures		35,044		27,128

Total	¥	176,620	¥	135,395

The amount of the transactions with affiliates and joint ventures for the years ended March 31, 2018, 2019 and 2020 are as follows:


	Yen (millions)
	2018		2019		2020
Sales revenue:
Affiliates	¥	119,725	¥	113,814	¥	109,615
Joint ventures		744,435		724,712		722,896

Total	¥	864,160	¥	838,526	¥	832,511

Purchase:
Affiliates	¥	1,407,755	¥	1,416,729	¥	1,241,314
Joint ventures		143,800		135,787		166,885

Total	¥	1,551,555	¥	1,552,516	¥	1,408,199

Unrecognized commitment

At the Board of Directors Meeting held on October 30, 2019, Honda has determined to conduct tender offers targeting our affiliates which are Keihin Corporation, Showa Corporation and Nissin Kogyo Co., Ltd. (collectively, the “Target Companies”), to obtain all of the common shares of the Target Companies (excluding the common shares of the Target Companies owned by Honda and treasury shares owned by the Target Companies), and to make the Target Companies our consolidated subsidiaries.

Honda, Hitachi Automotive Systems, Ltd. (a consolidated subsidiary of Hitachi, Ltd.), the Target Companies and Hitachi, Ltd. entered into the basic contract (the “Basic Contract”) to conduct a management

F-89

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

integration through implementation of the absorption-type merger in which Hitachi Automotive Systems, Ltd. will be the surviving company, and the Target Companies will be the disappearing companies (the “Absorption-type Merger”) after making the Target Companies our consolidated subsidiaries. Honda and Hitachi, Ltd. have agreed in the Basic Contract that in the Absorption-type Merger, common shares of the surviving company after the Absorption-type Merger (the “Integrated Company”) will be allotted to Honda as the consideration for the merger, in a merger ratio where the number of voting rights of the Integrated Company held by Honda will account for 33.4% of the number of voting rights held by all shareholders of the Integrated Company. Consequently, the Integrated Company will be our affiliate.

Furthermore, the ratio of the total share value of the Target Companies as of the effective time of the Absorption-type Merger to Hitachi Automotive Systems, Ltd.’s share value does not necessarily correspond to the above merger ratio. Given the above, in order to have the ratio of the total share value of the Target Companies to Hitachi Automotive Systems, Ltd.’s share value correspond to the above merger ratio, the share values of the Target Companies will be adjusted through acquisitions of treasury shares by the Target Companies. The Basic Contract contains the terms that Honda to provide financial assistance including loans to the Target Companies at the interest rate generally available for other transaction and other terms and conditions depending upon the Target Companies’ financial need to achieve the adjustment of the share value.

(b) Compensation to Key Management

Compensation paid to the directors of the Company for the years ended March 31, 2018, 2019 and 2020 are as follows:


	Yen (millions)
	2018		2019		2020
Remuneration	¥	719	¥	732	¥	691
Bonus		231		172		101
Stock compensation		—		125		140

Total	¥	950	¥	1,029	¥	932

F-90

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(c) Major Consolidated Subsidiaries

Major consolidated subsidiaries as of March 31, 2020 are as follows:


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.	Sales	100.0
Honda Aero., Inc.	U.S.A.	Manufacturing	100.0
Honda North America, Inc.	U.S.A.	Coordination of Subsidiaries Operation	100.0
Honda of America Mfg., Inc.	U.S.A.	Manufacturing	100.0
American Honda Finance Corporation	U.S.A.	Finance	100.0
Honda Aircraft Company, LLC	U.S.A.	Research & Development, Manufacturing and Sales	100.0
Honda Manufacturing of Alabama, LLC	U.S.A.	Manufacturing	100.0
Honda Manufacturing of Indiana, LLC	U.S.A.	Manufacturing	100.0
Honda Transmission Mfg. of America, Inc.	U.S.A.	Manufacturing	100.0
Honda R&D Americas, Inc.	U.S.A.	Research & Development	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 of the U.K. Manufacturing Ltd.	U.K.	Manufacturing	100.0
Honda Finance Europe plc	U.K.	Finance	100.0
Honda Bank GmbH	Germany	Finance	100.0
Honda Turkiye A.S	Turkey	Manufacturing and Sales	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 Precision Parts Manufacturing	Indonesia	Manufacturing	100.0
P.T. Honda Prospect Motor	Indonesia	Manufacturing and Sales	51.0
Honda Malaysia Sdn Bhd	Malaysia	Manufacturing and Sales	51.0
Honda Taiwan Co., Ltd.	Taiwan	Sales	100.0
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 Manufacturing Co., Ltd.	Thailand	Manufacturing	83.0
A.P. Honda Co., Ltd.	Thailand	Sales	61.0
Honda Vietnam Co., Ltd.	Vietnam	Manufacturing and Sales	70.0
Honda Motor de Argentina S.A.	Argentina	Manufacturing and Sales	100.0
Honda South America Ltda.	Brazil	Coordination of Subsidiaries Operation	100.0
Banco Honda S.A.	Brazil	Finance	100.0
Honda Automoveis do Brasil Ltda.	Brazil	Manufacturing and Sales	100.0
Moto Honda da Amazonia Ltda.	Brazil	Manufacturing and Sales	100.0

F-91

HONDA MOTOR CO., LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(31) Approval of Release of Consolidated Financial Statements

The release of the consolidated financial statements was approved by Takahiro Hachigo, President and Representative Director, Chief Executive Officer and Kohei Takeuchi, Senior Managing Director and Chief Financial Officer on June 19, 2020.

F-92

INDEX OF EXHIBITS


1.1		Articles of Incorporation of the registrant (English translation)

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		Regulations of the Audit and Supervisory Committee of the registrant (English translation)

2.1		Specimen common stock certificates of the registrant (English translation) (1)

2.2		Deposit Agreement dated as of December 19, 1962, as amended and restated as of October 1, 1982 (including changes from Amendment to Deposit Agreement dated as of April 1, 1989) among the registrant, Morgan Guaranty Trust Company of New York (now JPMorgan Chase Bank, N.A.), as Depositary, and all owners and holders from time to time of American Depositary Receipts and European Depositary Receipts, including the form of American Depositary Receipt (2)

2.3		Form of Amendment No. 2 to Deposit Agreement dated as of April, 1995, among the parties referred to in Exhibit 2.2 above (2)

2.4		Form of Amendment No. 3 to Deposit Agreement dated as of January, 2002, among the parties referred to in Exhibit 2.2 above (3)

2.5		Form of Amendment No. 4 to Deposit Agreement dated as of June, 2006, among the parties referred to in Exhibit 2.2 above (4)

2.6		Form of Amendment No. 5 to Deposit Agreement dated as of June, 2007, among the parties referred to in Exhibit 2.2 above (5)

2.7		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 (6)

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

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

(1)	Incorporated by reference to the registrant’s Annual Report on Form 20-F filed on September 27, 2001. (P)

(2)	Incorporated by reference to the Registration Statement on Form F-6 (File No. 33-91842) filed on May 1, 1995. (P)

(3)	Incorporated by reference to the Registration Statement on Form F-6 (File No. 333-14228) filed on December 20, 2001. (P)

(4)	Incorporated by reference to the Registration Statement on Form F-6 (File No. 333-114874) filed on June 28, 2006.

(5)	Incorporated by reference to the Registration Statement on Form F-6 (File No. 333-143589) filed on June 8, 2007.

(6)	Incorporated by reference to the registrant’s Annual Report on Form 20-F filed on July 9, 2004.

(P)

Paper exhibits

Signatures

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for the filing of Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.


HONDA GIKEN KOGYO KABUSHIKI KAISHA (HONDA MOTOR CO., LTD.)

By:		/s/ Takahiro Hachigo
		Takahiro Hachigo President and Representative Director Chief Executive Officer

Date: June 19, 2020
Tokyo, Japan