Table of Content
PART I
Item 1. Identity of Directors, Senior Management and Advisers
Item 2. Offer Statistics and Expected Timetable
Item 3. Key Information
A. [Reserved]
B. Capitalization and Indebtedness
C. Reason for the Offer and Use of Proceeds
D. Risk Factors
Item 4. Information on the Company
A. History and Development of the Company
B. Business Overview
C. Organizational Structure
D. Property, Plants and Equipment
Item 4A. Unresolved Staff Comments
Item 5. Operating and Financial Review and Prospects
A. Operating Results
B. Liquidity and Capital Resources
C. Research and Development
D. Trend Information
E. Critical Accounting Estimates
Item 6. Directors, Senior Management and Employees
A. Directors and Senior Management
B. Compensation
C. Board Practices
D. Employees
E. Share Ownership
F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders
B. Related Party Transactions
C. Interests of Experts and Counsel
Item 8. Financial Information
A. Consolidated Statements and Other Financial Information
B. Significant Changes
Item 9. The Offer and Listing
A. Offer and Listing Details
B. Plan of Distribution
C. Markets
D. Selling Shareholders
E. Dilution
F. Expenses of the Issue
Item 10. Additional Information
A. Share Capital
B. Memorandum and Articles of Association
C. Material Contracts
D. Exchange Controls
E. Taxation
F. Dividends and Paying Agents
G. Statement by Experts
H. Documents on Display
I. Subsidiary Information
J. Annual Report to Security Holders
Item 11. Quantitative and Qualitative Disclosure about Market Risk
Item 12. Description of Securities Other than Equity Securities
A. Debt Securities
B. Warrants and Rights
C. Other Securities
D. American Depositary Shares
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
Item 15. Controls and Procedures
Item 16A. Audit Committee Financial Expert
Item 16B. Code of Ethics
Item 16C. Principal Accountant Fees and Services
Item 16D. Exemptions from the Listing Standards for Audit Committees
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Item 16F. Change in Registrant’s Certifying Accountant
Item 16G. Corporate Governance
Item 16H. Mine Safety Disclosure
Item 16I. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections
Item 16J. Insider Trading Policies
Item 16K. Cybersecurity
PART III
Item 17. Financial Statements
Item 18. Financial Statements
Item 19. Exhibits
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.
Not applicable.
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.
Geopolitical Risk
Honda conducts business operations in countries worldwide and is exposed to a variety of risks including changes in local laws and regulations, agreements, institutions, and business practices, such as tariffs, import and export regulations, 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, including supply chain disruptions due to heightened political, military, or social tensions, Honda’s business and operating results could be adversely affected.
Particularly among them, Honda recognizes three major geopolitical risks: 1) economic security, 2) conflicts between nations or regional conflicts, and 3) laws and regulations concerning human rights. Strategies for mitigating and reducing exposure to these geopolitical risks are gaining importance because these geopolitical risks have a significant effect on Honda’s initiatives for its Five Key Themes described in Item 4. “Information on the Company—B. Business Overview—Preparing for the Future—Challenges to be Addressed Preferentially”, particularly in realizing a zero environmental impact society, realizing a zero traffic collision society, the evolution of human capital management, and the creation of innovative technologies.
For the scale of business in each region that may be affected by such geopolitical risks in the future, see Item 5. “Operating and Financial Review and Prospects—A. Operating Results—Geographical Information Based on the Location of the Company and Its Subsidiaries.”
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1. Economic Security
Many countries are tightening import and export controls and adopting policies to encourage the blocking of critical resources, components, and parts, as well as advanced technologies. There have been various policy changes in the United States since 2025, and uncertainties surrounding the trade policies of various countries continue to persist. During the fiscal year ended March 31, 2026, our business operations were impacted by tariffs and semiconductor shortages resulting from export controls enacted by various countries.
Changes in governmental policy concerning environmental or import and export regulations could possibly result in stoppages or delays in Honda’s production activities or lead us to incur countermeasure costs associated with development, purchasing, sales, and other business activities, which could adversely affect Honda’s business and operating results. For example, due to changing market condition and government policies in the United States, we revised our product launch plans for EV models and decided the reassessment of its automobile electrification strategy during the fiscal year ended March 31, 2026. For losses and expenses related to the reassessment, see Item 4. “Information on the Company—B. Business Overview—Preparing for the Future—Financial Strategy.”
2. Conflicts Between Nations or Regional Conflicts
The outlook for the international situation remains uncertain, including the situations in Ukraine, the Middle East and the South China Sea. If new conflicts occur or are prolonged, these could possibly result in humanitarian crisis, material and property damage, soaring procurement costs and supply chain disruptions, not only in the countries and regions where they occur, but also in other countries, which could adversely affect Honda’s business and operating results. For example, material costs worldwide have increased as a result of the Middle East situation and are expected to negatively impact our results.
3. Laws and Regulations Concerning Human Rights
Laws and regulations requiring companies to address human rights are being enacted in many countries, and the need to address human rights risks throughout the supply chain is growing rapidly. Failure to respond to such laws and regulations in a timely and appropriate manner could damage Honda’s brand image and social credibility, and result in stoppages or delays in Honda’s production activities or lead us to incur countermeasure costs associated with development, purchasing, sales, and other business activities, which could adversely affect Honda’s business and operating results.
Purchasing and Procurement Risk
Honda is aiming for sustainability in the procurement of good products at reasonable prices in a timely manner by purchasing raw materials and parts from numerous external suppliers. However, Honda still 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 secure these supplies in an efficient manner at appropriate cost levels 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 supply of raw materials and parts and Honda’s ability to compete with other users in securing the supplies.
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If it becomes impossible to secure the supply of materials and parts from suppliers on a continuous basis, the prices of materials and parts rise, or we lose any key supplier, these could lead to delays in or the suspension of Honda’s manufacturing operations and a loss of Honda’s competitiveness, which could adversely affect Honda’s business and operating results. For example, Honda has already experienced price increase for some raw materials and components, and there are concerns such as shortages in the supply of semiconductors and memory chips resulting from surging demand due to the development of artificial intelligence (“AI”) and related technologies, as well as the soaring of battery prices due to a shortage of mineral resources and other supplies as demand soars for nickel, lithium and cobalt, which are used in batteries, as a result of the accelerating shift to electrification. In particular, we are closely examining the impact on our group with regard to export restrictions on rare earths in China.
Additionally, if a quality-related issue occurs due to parts supplied by business partners, it may threaten the safety and security of our customers, damage Honda’s brand image, and potentially adversely impact Honda’s business and operating results. Strategies for mitigating and reducing exposure to these purchasing and procurement risks are gaining importance because these purchasing and procurement risks have a significant impact on Honda’s initiatives for its Five Key Themes described in Item 4. “Information on the Company—B. Business Overview—Preparing for the Future—Challenges to be Addressed Preferentially”, particularly in realizing a zero environmental impact society, realizing a zero traffic collision society, and the creation of innovative technologies.
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. There is an increasing demand for software solutions, particularly in the areas of automated driving/advanced driver-assistance systems and other digital services, including the utilization of AI technologies.
While we expect AI to improve production efficiency, it may also lead to unintentional infringement of third-party rights, proliferation of erroneous information, and information leaks. In addition, the means of cyber-attacks that take place have become more advanced and sophisticated, targeting organizations worldwide. Cyber-attacks could also significantly affect Honda’s initiatives for its Five Key Themes described in Item 4. “Information on the Company—B. Business Overview—Preparing for the Future—Challenges to be Addressed Preferentially”, particularly in realizing a zero traffic collision society and the creation of innovative technologies. Accordingly, the strategies for mitigating and reducing exposure to this risk are gaining importance.
In addition, in recent years, personal information protection rules have been rapidly developed in countries worldwide. In creating Honda’s initiatives for the creation of new value, measures protecting personal information are also gaining importance due to possible differences in the amount and quality of the personal information handled in comparison to existing operations.
There is a possibility that, in addition to cyber-security risk, any equipment malfunction, any management deficiency or human error at Honda or any of our business partners or subcontractors, or any natural disaster, infrastructure failure or any other unforeseen circumstances could also result in the suspension of important operations and services at Honda, leakage of confidential or personal information, inappropriate processing of documents and information, or the destruction or falsification of important data.
If such an 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 in or suspension of Honda’s manufacturing operations, and a loss of Honda’s competitiveness.
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Relating to Industry Market Risk
Honda conducts its operations throughout the world. Extended economic slowdown, recession, changes in consumer preferences and needs, rising fuel prices, financial crisis, and rise in product prices due to increased material costs or decreased supply volume are all factors which may cause decline in market demands and intensify competition with other companies that could trigger a decline in demand for Honda’s products that may adversely affect Honda’s business and operating results, or its plans for the future.
In particular, the automotive industry is undergoing a period of major change, including intensifying competition due to the rise of emerging Chinese EV companies, changes in environmental policies in North America and Europe and global trade wars arising from the imposition of additional tariffs by the United States. Against the backdrop of these shifts in the market environment, we revised product launch plans for EV models and decided the reassessment of its automobile electrification strategy during the fiscal year ended March 31, 2026. For details regarding the associated losses and expenses, please refer to Item 4. “Information on the Company—B. Business Overview—Preparing for the Future—Financial Strategy.” If we are unable to respond competitively and appropriately to these changes in markets and demand, Honda’s business performance may be adversely affected.
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 initiatives for its Five Key Themes described in Item 4. “Information on the Company—B. Business Overview—Preparing for the Future—Challenges to be Addressed Preferentially”, particularly in realizing a zero environmental impact society, realizing a zero traffic collision society, and the creation of innovative technologies, the utilization of partnerships such as alliances and joint ventures are essential.
If disagreements among partners regarding business, leakage of profit or technology, delays in decision-making or poor operating results at business partners occur in the context of an alliance or joint venture, or if conditions to an alliance or joint venture are changed or cancelled, it may have an adverse effect on Honda’s business and operating results.
Environmental Risk
With business operations in countries worldwide, Honda recognizes wide-ranging potential risks related to environmental issues, as exemplified by the risks concerning climate change, resource depletion, air pollution, water pollution, and biodiversity, among other issues, and Honda is subject to wide-ranging policies and regulations covering these issues.
For the policies and regulations concerning climate change and fuel efficiency and exhaust gas in particular, countries worldwide have implemented or are planning for their revisions. Depending on the trends for the revisions and the substance of the revised regulations, Honda’s measures in response and related expenses could possibly weigh on its production, development, purchasing and sales activities, etc., in the Motorcycle, Automobile, Power products and other businesses operations. This could adversely affect Honda’s business and operating results.
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These risks could also significantly affect Honda’s initiatives for its Five Key Themes described in Item 4. “Information on the Company—B. Business Overview—Preparing for the Future—Challenges to be Addressed Preferentially”, particularly in realizing a zero environmental impact society and the creation of innovative technologies. Accordingly, the strategies for mitigating and reducing exposure to this risk are gaining importance.
For information on risks and opportunities related to climate change, please refer to “Climate Change-related Disclosures (Response to the TCFD Recommendations)” in Item 4. “Information on the Company—B. Business overview—Concepts and Approaches to Sustainability”.
Intellectual Property Risk
Honda owns or otherwise has rights in a number of patents and trademarks relating to the products it manufactures. Honda has designated carbon neutrality of power units, energy management systems, resource circulation, autonomous driving/advanced driver-assistance systems, and internet of things/connected as key focus areas in order to support the evolution to enterprise capable of forging new growth trajectories and fostering innovative value creation.
Risks related to patents and trademarks could significantly affect Honda’s initiatives for its Five Key Themes described in Item 4. “Information on the Company—B. Business Overview—Preparing for the Future—Challenges to be Addressed Preferentially”, particularly in realizing a zero environmental impact society, realizing a zero traffic collision society and the creation of innovative technologies. Accordingly, the strategies for mitigating and reducing exposure to these risks are gaining importance.
The inability to protect its intellectual property generally, the illegal infringement of some or a large group of Honda’s intellectual property rights that may cause declines in Honda’s competitive advantage, or the suspension of manufacturing and/or sales activities and the payment of large amounts of damages as a result of lawsuits (including arising from unintentional infringement of third-party intellectual property rights due to the introduction of AI) 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 results of damage caused to Honda’s operation sites and employees by earthquakes, floods, windstorms, infectious diseases, and other natural disasters may adversely affect Honda’s business and operating results. Also, if any of Honda’s business partners suffer any such damage, or if there is any disruption of the infrastructure due to a natural disaster, this may adversely affect Honda’s business and operating results.
In addition, under the effects of climate change and other factors, weather-related disasters have intensified and have become more frequent in various countries worldwide, and it is projected that this trend could continue going forward. As a result, these disasters may adversely affect Honda’s business and operating results.
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Financial & Economic Risk
1. Economic Trends and Economic Fluctuations
Honda conducts business operations in countries throughout the world, with manufacturing and sales operations in various regions and countries. These business activities may be affected by economic slowdowns, economic fluctuation, or other factors, which could result in decreased sales due to market contractions, increase 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
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.
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.
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.
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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.
This brand image related risk could also significantly affect Honda’s initiatives for its Five Key Themes described in Item 4. “Information on the Company—B. Business Overview—Preparing for the Future—Challenges to be Addressed Preferentially”, particularly in brand value enhancement. Accordingly, the strategies for mitigating and reducing exposure to this risk are gaining importance.
We have confirmed that there had been some inappropriate cases relating to the certification test when applying for type designation for four-wheeled vehicles sold in the past, and reported this to Japan’s Ministry of Land, Infrastructure, Transport and Tourism (MLIT) on May 31, 2024. We will continue to strengthen compliance and governance as we conduct our corporate activities. However, if similar matters occur in the future, Honda’s brand image could be damaged and Honda’s business and operating results could be adversely affected. See “Legal Risk” for a description of legal risks that could arise as a result of such matters.
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 Nominating Committee, Regulations of the Audit Committee, Regulations of the Compensation 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.
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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 interim dividends prior to the record dates, 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 adopts 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 interim 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 date, which is currently specified as September 30 by the Articles of Incorporation. However, the board usually does not adopt a resolution with respect to an interim dividend until after the record date.
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 interim dividends may not receive the dividend they anticipate.
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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, exchange rates and other factors, as well as the relevant governments’ specific policies with respect to trade policy (including tariffs), economic growth, inflation, taxation, currency conversion, sources of supplies and the availability of credit, particularly to the extent such current or future conditions and policies affect the automobile, motorcycle and power product industries and markets in Japan and other markets throughout the world in which Honda conducts its business, and the demand, sales volume and sales prices for Honda’s automobiles, motorcycles and power products;
the effects of competition in the automobile, motorcycle and power product markets on the demand, sales volume and sales prices for Honda’s automobiles, motorcycles and power products;
Honda’s ability to finance its working capital and capital expenditure requirements, including obtaining any required external debt or other financing upon favorable interest rates or other terms;
the effects of environmental, personal information and other governmental regulations and legal proceedings; and
the effects of events such as environmental or man-made disasters, pandemics, cyber-attacks or other events affecting Honda, its suppliers, customers or the economy as a whole.
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.
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 No.2-3, Toranomon 2-chome, Minato-ku, Tokyo 105-8404, Japan. Its telephone number is +81-3-3423-1111. We maintain a website at https://global.honda/en/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.
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Principal Capital Investments
In the fiscal years ended March 31, 2024, 2025 and 2026, Honda’s capital expenditures were ¥3,141.1 billion, ¥4,036.8 billion and ¥3,804.7 billion, respectively, on an accrual basis. Also, capital expenditures excluding those with respect to equipment on operating leases were ¥692.7 billion, ¥902.7 billion and ¥1,040.4 billion, respectively, on an accrual basis. For further details of Honda’s capital expenditures during the fiscal year ended March 31, 2026, see Item 4.D “Property, Plants and Equipment” of this Annual Report.
General
Honda’s business segments are the Motorcycle business operations, Automobile business operations, Financial services business operations, and Power products 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, 2024, 2025 and 2026:
Motorcycle Business
Automobile Business
Financial Services Business
Power Products and Other Businesses
Total
Japan
North America
Europe
Asia
Other Regions
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 covering various engine displacement classes. 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).
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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, 2024, 2025 and 2026:
Motorcycle revenue as a percentage of total sales revenue
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.
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”.
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, 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 electric vehicles, and flexible fuel vehicles.
Honda’s principal automobile products include the following vehicle models: (in alphabetical order)
Passenger cars:
ACCORD series, CITY, CIVIC series, FIT series
Light trucks:
CR-V series, FREED, HR-V series, ODYSSEY, PASSPORT, PILOT, VEZEL series
Mini vehicles:
N-BOX
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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, 2024, 2025 and 2026:
Automobile revenue as a percentage of total sales revenue
Honda Group Unit Sales is the total unit sales of completed products of Honda, its consolidated subsidiaries and its affiliates and joint ventures accounted for using the equity method. Consolidated Unit Sales is the total unit sales of completed products corresponding to consolidated sales revenue to external customers, which consists of unit sales of completed products of Honda and its consolidated subsidiaries. Certain sales of automobiles that are financed with residual value type auto loans and others by our Japanese finance subsidiaries and provided through our consolidated subsidiaries are accounted for as operating leases in conformity with International Financial Reporting Standards (“IFRS”) and are not included in consolidated sales revenue to the external customers in our Automobile business. Accordingly, they are not included in Consolidated Unit Sales, but are included in Honda Group Unit Sales of our Automobile business.
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”.
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.
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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, 2024, 2025 and 2026:
Financial Services revenue as a percentage of total sales revenue
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”.
Honda’s Power products 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, brush cutters, and tillers.
In Other businesses, Honda began deliveries of the HondaJet aircraft in December 2015.
The following table sets out Honda’s revenue from Power products and other businesses and the breakdown by geographical markets based on the location of the customer for the fiscal years ended March 31, 2024, 2025 and 2026:
Power Products and Other businesses revenue as a percentage of total sales revenue
Honda Group Unit Sales is the total unit sales of completed power products of Honda, its consolidated subsidiaries and its affiliates and joint ventures accounted for using the equity method. Consolidated Unit Sales is the total unit sales of completed power products corresponding to consolidated sales revenue to external customers, which consists of unit sales of completed power products of Honda and its consolidated subsidiaries. In Power products business, there is no discrepancy between Honda Group Unit Sales and Consolidated Unit Sales since no affiliate and joint venture accounted for using the equity method was involved in the sale of Honda power products.
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For further information on recent operations and a financial review of the Power products 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 the fiscal year ended March 31, 2026, approximately 85% of Honda’s motorcycle units on a group basis were sold in Asia. Approximately 47% of Honda’s automobile units (including sales under the Acura Brand) on a group basis were sold in North America followed by 27% in Asia and 18% in Japan. Approximately 36% of Honda’s power products units on a group basis were sold in Asia followed by 26% in North America and 20% 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 the fiscal year ended March 31, 2026, approximately 98% 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 44% of Honda’s total purchases of raw materials.
No single third-party 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, 2026.
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.
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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 Honda has incurred and will in the future incur compliance and other costs in connection with such regulations. However, Honda’s efforts to meet the wide range of applicable regulatory requirements, both in its production activities and in its research and development activities, are an integral part of and inseparable from its normal operational activities as a manufacturer and its efforts to continuously develop competitive products meeting consumer preferences. Accordingly, Honda does not believe it is feasible to separately specify the above compliance costs with a reasonable amount of precision. Relevant environmental and safety regulations are described below.
Outline of Environmental and Safety Regulation for Automobiles
1. Emissions
In March 2018, the Ministry of Land, Infrastructure, Transport and Tourism (MLIT) introduced the Real Driving Emissions (RDE) examination for diesel vehicles. It became applicable to new models of vehicles beginning in October 2022 and to current models of vehicles beginning in October 2024.
The Ministry of the Environment (MOE) issued a Ministerial Ordinance on the particle number (PN) regulation for diesel gasoline direct injection vehicles in August 2021.
In October 2022, MLIT decided to introduce PN regulation. Among diesel vehicles, it has been applicable to new models beginning in October 2023, and to current models beginning in October 2025. Among gasoline direct injection vehicles, it became applicable to the new models beginning in October 2024, and will become applicable to the current models beginning in October 2026.
In December 2020, MOE announced the plan targeting the transition to the electrification of automobiles by around 2030, which covers hybrid vehicles, plug-in hybrid vehicles, electric vehicles and fuel cell electric vehicles.
The United States
In August 2022, the Biden administration signed the Inflation Reduction Act (IRA) of 2022. This act allows tax incentives to purchase clean vehicles which meet certain requirements. One of the requirements is that the final assembly of new motor vehicles is to be within North America. Most provisions of this act became effective in January 2023. In May 2024, the US Treasury and the Internal Revenue Service issued a final rule on the tax credits for new clean vehicles under the IRA. This rule (codified at 26 U.S.C. § 30D) clarifies the eligibility criteria for new electric vehicles to qualify for tax credits. The rule also implements restrictions on vehicles containing critical minerals or battery components sourced from foreign entities of concern, excluding such vehicles from eligibility for the new clean vehicle tax credits.
In November 2022, the California Air Resources Board (CARB) finalized Advanced Clean Car II (ACC II) regulations which will apply to 2026 and later model year vehicles. The ACC II regulations contain requirements for the new Low Emission Vehicle IV (LEV IV) regulation and new Zero-Emission Vehicle (ZEV) requirements. The new ZEV requirements will require all new light-duty vehicles sold in California to be zero-emission by 2035.
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In April 2023, the U.S. Environmental Protection Agency (EPA) announced proposal of federal multi-pollutant regulation (Tier 4) together with more stringent greenhouse gas (GHG) requirement which will apply from 2027 model year vehicles. The finalization of Tier 4 was announced on March 20, 2024. The finalized requirement required a more stringent PM emission standard of 0.5mg/mile for light-duty vehicles (LDVs) and medium-duty vehicles (MDVs) compared to CARB LEV IV and fleet NMOG+NOx standard of 15 mg/mile for light-duty vehicles for 2032 model year.
In June 2025, the Trump administration signed legislation disapproving the EPA’s decision to grant a waiver from federal preemption for California’s vehicle and engine pollution control standards, including ACC II.
Then, in October 2025, the CARB brought into effect an emergency amendment confirming that, until the regulatory uncertainty arising from the above congressional resolutions is resolved, certain antecedent regulations that had been displaced by ACC II and the Omnibus regulation would continue to remain in force.
In February 2026, the EPA issued a final rule repealing all GHG emission standards applicable to LDVs, MDVs, heavy-duty vehicles, as well as engines.
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.
The Euro 6 regulation was implemented in September 2014. Emission limits for diesel vehicles were lowered even more than the Euro 5 levels for nitrogen oxides (NOx) and total hydrocarbon (THC) plus NOx. Additionally, Euro 6 requires limits on PNs 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. The monitoring phase started from April 2016 and RDE testing with emission limits started from September 2017 for NOx and PN.
The new Evaporative Emissions Test started from September 2019. The testing cycle was updated from NEDC to Worldwide harmonized Light vehicles Test Procedure (WLTP) in conformity with the United Nations Economic Commission for Europe (UNECE) Global Technical Regulation (GTR) No. 19.
On December 11, 2019, the European Commission released its communication on the “EU Green Deal,” which is intended to be the most ambitious package of measures that the European Commission has ever proposed, aiming for Europe to become the world’s first climate-neutral continent (economy) by 2050.
The Green Deal is designed as a set of 10 deeply transformative policies and more than 50 supporting legislative actions. One of the policies (Sustainable and smart mobility) includes “Euro 7 as more stringent pollutant emissions standards for combustion-engine vehicles.”
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In November 2022, the European Commission proposed new emission standard “Euro 7” which, if finalized, will apply to all new vehicles sold after July 2025. “Euro 7” requires updated RDE test method, on-board monitoring (OBM) systems, on-board refueling vapor recovery systems and measurement of particulates from break wears and tire abrasions.
In March 2024, the European Parliament adopted a provisional agreement reached with the Council, regarding Euro 7. As a result, vehicles will need to comply with Euro 7 standards for longer, ensuring they remain cleaner throughout their lifetime. For the first time, EU standards included limits on brake particle emissions for cars and set minimum performance requirements for battery durability in electric and hybrid cars. However, the requirements for on-board refueling vapor recovery systems (ORVR) were not adopted in Euro 7 regulation.
In September 2025, the European Commission published Regulation (EU) 2025/1706 regarding procedures and test methodologies for the implementation of Euro 7, as well as Regulation (EU) 2025/1707 concerning the formats, data, and communication methods for On-Board Fuel and Energy Consumption Monitoring, OBM, driver warning and inducement systems, and the Environmental Vehicle Passport. Through future amendments to these regulations, additional requirements are expected to be established for obtaining certification under “Euro 7A”—the first mandatory emission stage—for new vehicle type approvals from November 29, 2026, and for newly registered vehicles from November 29, 2027.
China
China implemented Step 6b regulations in July 2023.
The President of China, Xi Jinping, proclaimed at the 75th session of the United Nations General Assembly held between September 2020 and September 2021 that China would address “reduction of greenhouse gas emissions.” In response, the relevant regulatory authorities are proceeding with research and formulation of the new emission standards.
Thailand
The Thai Cabinet has decided to introduce Euro 5 regulations from 2024 and to implement Euro 6 regulations from January 2025 with a 1 year grace period.
Malaysia
The Malaysian government decided to introduce Euro 5 regulations for new models from July 2028, and for all models from January 2030.
Brazil
Based on CONAMA Resolution No. 492/2018, Brazil implemented PROCONVE L8 starting in 2025. PROCONVE is a unique Brazilian emission regulation, created in reference to European and US regulations.
2. Fuel Economy / CO2
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.
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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 CAFE calculation method.
In April 2020, it became mandatory to measure the fuel consumption of fuel cell electric vehicles in WLTP mode and electric mileage of electric vehicles in WLTC mode.
In June 2021, METI released “Green Growth Strategy Through Achieving Carbon Neutrality in 2050” and announced their target that 100% of new passenger vehicle sales would be made up of electric vehicles (including battery vehicles, fuel cell electric vehicles, plug-in hybrid electric vehicles and hybrid electric vehicles) by 2035.
In July 2021, MLIT revised its rules to establish a new technical standard for in-vehicle measurement devices for fuel/energy consumption.
In March 2023, MLIT revised fuel economy standards for passenger motor vehicles applied in 2010 by increasing the number of levels from 8 to 17. At the same time, MLIT revised the fuel economy standards for passenger motor vehicles for 2030 by adding one higher level.
The National Highway Traffic Safety Administration (NHTSA) and EPA issued a regulation in August 2012 regarding GHG / 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 GHG regulations in August 2012. In December 2012, the CARB amended its GHG regulation so that a manufacturer is also deemed to comply with the CARB GHG regulations if it complies with EPA-GHG from the 2017 through 2025 model years.
When GHG / 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). In January 2017, the EPA solely issued the final determination that they would not change the 2022-2025 model years standards established in 2012.
The CARB decided in March 2017 not to change the GHG regulations applicable for the 2022-2025 model years, and, 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 then 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.
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In September 2020, the Governor of California signed an executive order stating that 100% of in-state sales of new cars and light trucks would be ZEV by 2035. Following the California Governor’s announcement, a number of states have followed suit.
In January 2021, the Biden administration issued an executive order on Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis which called for such as review of SAFE Vehicles Rule and other regulations.
In accordance with this executive order, in December 2021, the EPA issued the revised GHG emissions standards which are more stringent than the SAFE rule standards in each model year from 2023 through 2026.
Moreover, in December 2021, the NHTSA repealed “SAFE Vehicles Rule Part One: One National Program” and withdrew federal law’s preemption over state laws in CAFE regulation.
In May 2022, the NHTSA issued revised CAFE standards for model years from 2024 through 2026, which increase in stringency by 8% each year relative to the prior year for model years 2024, 2025 and 10% for 2026 model year. The CAFE standards will reach approximately 49 MPG in the 2026 model year (U.S. fleet average), up from 36 MPG in the 2021 model year.
In April 2023, EPA announced proposed GHG regulations together with multi-pollutant standards (Tier 4) to be effective from 2027 to 2032 model years. The finalization of GHG regulation was announced on March 20, 2024. The projected combined fleet target of CO2 is 85 g/mile for model year 2032. The final rule that followed was published in the Federal Register in April 2024.
In August 2023, the NHTSA proposed CAFE standards for model years from 2027 through 2032. The CAFE standards will reach approximately 57.8 MPG in the 2032 model year (U.S. fleet average).
Following in change in administration, in January 2025, the Trump administration issued Executive Order 14148 entitled “Initial Rescissions of Harmful Executive Orders and Actions,” rescinding the Executive Order on Protecting Public Health and the Environment and Restoring Science to tackle the Climate Crisis. Separately, in January 2025, the Secretary of the U.S. Department of Transportation signed and issued a memorandum directing the reset of CAFE standards. This directed the immediate review and reconsideration of CAFE standards for all vehicle models produced after model year 2022, including in particular rules covering 2024-2027 model year passenger cars and light trucks and beyond and heavy-duty pickup trucks and vans for model year 2030 and beyond.
In July 2025, H.R.1 (commonly referred to as the One Big Beautiful Bill), which included the invalidation of civil penalties under the CAFE program and the repeal of tax credits for clean vehicles, was enacted. In the same month, the NHTSA issued a letter stating that the civil penalties imposed on manufacturers that fail to comply with the CAFE standards would be set at $0.00.
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 CARB in the United States to promote cooperation in reducing GHG emissions.
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In September 2023, the government of Quebec adopted regulatory amendments to the Quebec’s ZEV regulations which increase the percentage of ZEV sales that a manufacturer must achieve each year from 2025 to 2035. The percentages are 32.5% in 2025, 85% in 2030 and 100% in 2035.
In December 2023, the federal government adopted a national ZEV mandate from model year 2026 as a part of GHG regulation. The regulation mandates sales of new vehicles to be ZEVs at the rate of 20% in 2026, 60% in 2030, and 100% in 2035 model year.
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.
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 provides 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 has been applied 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.
On December 11, 2019, the European Commission released its communication on the EU Green Deal. See “—Outline of Environmental and Safety Regulation for Automobiles—1. Emissions—Europe.” One policy in the EU Green Deal (EU’s climate ambition for 2030 and 2050) includes “CO2 performance of cars.” On April 25, 2023, regulation (EU) 2023/851 was issued in the EU Official Journal, setting CO2 emission targets for newly registered passenger cars and light commercial vehicles, which contains a new provision establishing a 100% reduction of EU fleet-wide targets compared to 2021 from 2035 onwards. Furthermore, the European Commission will issue the methodology for the assessment and the consistent data reporting of the full life-cycle CO2 emissions of passenger cars and light commercial vehicles by 2025.
In June 2025, the European Commission published Regulation (EU) 2025/1214, which introduces temporary flexibility in emission calculation regarding manufacturers’ compliance with CO2 emission performance standards for new passenger cars from 2025 to 2027. The average specific emissions of CO2 shall be calculated as the average over three years of the annual average specific emissions of CO2 weighted according to the number of new vehicles registered by the manufacturer in each calendar year.
In December 2025, the European Commission published a proposal to revise the CO2 emission standards for passenger cars. The proposal decreases the 2035 reduction target from 100% to 90%, and introduces a compensation mechanism utilizing synthetic fuels, alongside incentives for EU-manufactured small electric vehicles.
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China adopted a fuel consumption regulation for passenger vehicles in 2004. Step 5 of this regulation was implemented in 2021. And in mid-2025, the requirements of the Step 5 regulation were revised. The revised GB standards (Chinese national standards issued by the China Administration of Standardization) are listed below.
+ Test methods for energy consumption of light-duty hybrid electric vehicles
+ Test methods for energy consumption and range of electric vehicles— Part 1: Light-duty vehicles
+ Conversion methods for energy consumption of electric vehicles
The Standards Center of the China Automotive Technology and Research Center, which is in charge of vehicle carbon emission management policies, was proceeding with research and formulation of a new carbon emission management system throughout the entire vehicle life cycle. The following GB standards related to the ‘new carbon emission management system’ were issued and have been in effect since January 2026.
+ Fuel consumption limits for passenger cars
+ Energy consumption limits for electric vehicles— Part 1: Passenger cars
+ Fuel consumption evaluation methods and targets for passenger cars.
Ministry of Development, Industry, Trade and Services (MDIC) issued Decree No. 12435/2025, “Mover Program,” on April 16, 2025, which stipulates requirements for vehicle energy efficiency in tank-to-wheel cycle and carbon dioxide emissions in well-to-wheel cycle. It also mandates compliance with essential requirements regarding the carbon footprint throughout the lifecycle of new vehicles, effective on January 1, 2027.
3. Recycling / End-of-Life Vehicles (ELV) / Chemicals and hazardous substances
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.
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.
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The European Union has issued a regulation amending the EU Battery Directive to the EU Battery Regulation in 2023. This regulation adds requirements related to carbon footprints and information disclosure of remaining life for recycling, among others. The EU Battery Regulation came into force in 2024.
The European Union has published a draft regulation amending the ELV Directive to the ELV Regulation. The proposed regulations would add requirements for recycled content and expanded producer responsibility.
On June 23, 2017, China implemented automobile recycling laws partially following the regulations established by the European Union.
4. Safety
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.
Inspection of on-board diagnostics (OBD) will be required from October 2024 for inspections of vehicles with electronic control devices.
In 2023, the MLIT adopted UN R165, which regulates “Reverse warning devices and signals.”
In 2023, the MLIT adopted UN R166, which regulates “Vulnerable Road Users in Front and Side Close Proximity.”
In 2024, the MLIT adopted UN R171, which regulates “Driver Control Assistance System.”
In 2025, the MLIT adopted UN R173, which regulates “Safety-belt installation, (i-Size)(ISOFIX) (child) restraint systems.”
In 2025, the MLIT adopted UN R174, which regulates “Safety-Belt Reminders (SBR).”
In 2025, the MLIT adopted UN R175, which regulates “Acceleration Control for Pedal Error (ACPE).”
In 2025, the MLIT adopted UN R176, which regulates “a Vehicle Type with regard to its Field of Vision Assistant Systems.”
In 2025, the MLIT adopted UN R177, which regulates “system power of hybrid electric vehicles and of pure electric vehicles having more than one electric machine for propulsion.”
In 2026, to implement the provision in the Japan-U.S. Agreement on Tariffs (Joint Statement on the Japan-U.S. Framework Agreement of July 22, 2025) stating that “passenger vehicles manufactured in the United States and certified as safe in the United States shall be accepted for sale in Japan without additional testing,” a certification system for U.S.-manufactured passenger vehicles has been established.
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In November 2021, the Biden administration signed the Infrastructure Investment and Jobs Act (H.R.3684). The act requires government agencies in the United States to enact various rules and regulations. In particular, the act mandates agencies to implement rules regarding vehicle safety, mandatory installation of collision avoidance systems and drunk driving prevention technology, as well as surveys on connected vehicles. However, in January 2025, the Trump administration issued Executive Order 14148 entitled “Initial Rescissions of Harmful executive Orders and Actions” and, accordingly, the Infrastructure Investment and Jobs Act (H.R. 3684) was withdrawn.
In December 2024, the NHTSA issued a final rule that amends time series data requirements of 49 CFR Part 563 EDR (Event Data Recorders). This final rule changed the recording time of EDR time-series measurement data from 5 seconds to 20 seconds for pre-collision data, and changed the data sampling frequency from 2 Hz to 10 Hz. The purpose of this revision is to increase the recording time and recording frequency of pre-collision data in order to analyze the behavior of the vehicle before a collision occurs. The application applies to the vehicles manufactured after the first September 1st of the year following the publication of the final rule. The effective date of this final rule is September 1, 2027.
In the United States, state laws stipulate privacy protection laws aimed at protecting the privacy of consumers within the state, and as of April 2025, California, Virginia, Colorado, Utah, Connecticut, New Hampshire, Maryland, Minnesota, Rhode Island, Delaware, Nebraska, Texas, Tennessee, and Oregon have enacted such privacy protection laws.
In May 2024, the NHTSA issued a new FMVSS that would require all new light vehicles to be equipped with automatic emergency braking (AEB) systems. It provided mandatory installation of forward collision alarms and AEB for lead vehicles and pedestrians by newly establishing FMVSS 127 “Automatic emergency braking systems for light vehicles” and 49 CFR Part 596 “Automatic Emergency Braking Test Devices.” The final rule permits manufacturers to allow the AEB system to be temporarily disabled under specific conditions, compared to the proposed rule which did not address temporary disablement. The final rule mandates compliance beginning September 1, 2029, except for vehicles produced by small-volume manufacturers, final-stage manufacturers, and alterers, which must comply by September 1, 2030.
In November 2024, the NHTSA issued a technical amendment to the May 2024 final rule on AEB systems for light vehicles in response to petitions for reconsideration. The effective date of this amendment was delayed from the original effective date of January 27, 2025 to March 20, 2025 due to the Presidential Regulatory Freeze issued January 20, 2025 (which delayed effectiveness of then-pending U.S. federal regulations by 60 days, or until March 20, 2025, the “Presidential Regulatory Freeze”), but the compliance deadlines for FMVSS No. 127 remain unchanged.
In January 2025, the Alliance for Automotive Innovation initiated litigation in the U.S. Court of Appeals for the D.C. Circuit challenging the final rule on AEB systems, which challenge remains pending.
In January 2025, the NHTSA issued a final rule to revise FMVSS101 “Controls and displays” and FMVSS208 “Occupant crash protection.” In addition to driver’s seat, it provided to install a seatbelt reminder system in the passenger and rear seats and a stringent audio-visual warning system for driver and front passenger seat which keeps the alert active until the seatbelts are fastened. Vehicles manufactured on or after September 1, 2026, will be subject to the front seat requirement, and vehicles manufactured on or after September 1, 2027, will be subject to the rear seat requirement. The effective date was originally set for March 4, 2025, but was changed to March 20, 2025, as a result of the Presidential Regulatory Freeze. In April 2026, the compliance date for the seatbelt reminder system was postponed from May 2026 to September 2028.
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In September 2023, the Senate proposed AM Radio for Every Vehicle Act of 2023, a bill that would require the Secretary of Transportation to issue a rule requiring access to AM broadcast stations in motor vehicles. According to the bill, the Secretary of Transportation rule must be issued within one year after the enactment of this act (if passed), and the requirement to install radios will take effect in two to three years after the rule is issued. However, the bill did not pass before the end of the 118th Congress.
In February 2025, the AM Radio for Every Vehicle Act of 2025, a bill that would also require the Secretary of Transportation to issue rules requiring all new passenger vehicles to have AM radio capability as standard equipment, was introduced in the House of Representatives. There was no change to the requirement that the Secretary of Transportation’s rule must be issued within one year after the enactment of this act (if passed), and the requirement for manufacturers to install AM radios will take effect in two to three years after the rule is issued.
In December 2023, the NHTSA issued a final rule revising FMVSS213 “Child restraint systems; Applicable unless a vehicle or child restraint system is certified to § 571.213b” and established FMVSS213b “Child restraint systems; Mandatory applicability beginning December 5, 2026.” FMVSS213 is applicable to products manufactured before December 5, 2024, and FMVSS213b applicable to products manufactured on or after December 5, 2026.
In October 2024, the NHTSA issued a final rule in response to a petition for reconsideration of the December 2023 amendments to child restraint system rules, which among other changes, formally established FMVSS No. 213a, clarified the applicability of FMVSS No. 213b, and aligned the compliance dates of FMVSS Nos. 213 and 226. As a result, the effective dates of FMVSS 213 and 213a are June 30, 2025, and FMVSS 213b will become mandatory for applicable products manufactured on or after December 5, 2026, with optional early compliance permitted.
In January 2024, the NHTSA issued an initial rulemaking document providing for the gathering of information necessary to develop performance requirements and require that new passenger motor vehicles be equipped with advanced drunk and impairment driving prevention technology. The purpose of this information collection is to develop new FMVSS to reduce crashes and fatalities caused by alcohol-impairment driving.
In January 2025, the NHTSA issued a final rule FMVSS307 “Fuel system integrity of Hydrogen vehicles” and FMVSS308 “Compressed hydrogen storage system integrity.” These safety standards are informed by GTR No.13, but differ in some requirements and test procedures. The effective date is July 16, 2025 and the applicable date is September 1, 2028.
In December 2024, the NHTSA issued a new FMVSS305a “Electric-powered vehicles: Electrolyte spillage and electrical shock protection” to replace FMVSS 305. The NHTSA proposed compliance date would be two years after the publication of the final rule in the Federal Register. For FMVSS 305a, in addition to lightweight vehicles, heavy vehicles with GVWR over 4,536 kg (10,000 pounds) have been added to the scope of application. New safety requirements for batteries (Rechargeable Energy Storage System (REESS) requirements) and test procedures have also been introduced.
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, which have been applied to vehicles since July 2022.
Under the revised General Safety Regulation, in addition to the mandatory installation of advanced driver assistance systems, legislation concerning automated driving vehicles is scheduled to be enacted in 2026. With respect to these developments, practical and technical discussions are ongoing, including the proposal by the European Commission in March 2025 of Guidelines on EU wide harmonised procedures.
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Furthermore, the revised General Safety Regulation also mandates requirements related to cybersecurity management systems and software update management systems.
For the first time, process approval has been introduced into cybersecurity management systems and software update management systems for vehicle type approval. This is not only for vehicles, but for everything from development to production and sales. This is to ensure that manufacturers are taking protective measures against cyber-attacks in the scene.
As an important block of the European Data Strategy of February 2020, Regulation (EU) 2023/2854 of the European Parliament and of the Council (the Data Act) was announced as the primary regulation governing the assurance of data value and management. In December 2023, the Data Act was finalized and published in the EU Official Journal.
The Data Act applies to manufacturers and service co-owners, users and providers of products in the EU market with the aim of ensuring data management and accessibility of data between the private and public sectors. For vehicles, with the aim of supporting the implementation of the Data Act in the automotive sector, the European Commission issued, in September 2025, guidance on vehicle data accompanying the Data Act.
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 that take into account the distinctive characteristics of the Chinese market environment and the rules differ from the latest UNECE regulations. In addition, as rulemaking related to autonomous vehicles accelerates, in November 2023, “Notification of Intelligent and connected vehicle entry and road traffic pilot business activities” was published, making road tests and test operations of intelligent connected vehicles (ICV) possible.
In June 2022, the Shenzhen Special Economic Zone ICV Management Ordinance has been issued. In August 2023, local standards of Shenzhen were published specifying technical requirements for ICV products.
In February 2025, the Ministry of Industry and Information Technology (MIIT) issued the “Notice of the Ministry of Industry and the General Administration of Market Supervision on the Entry of Intelligent Connected Car Products” (Notification No. 45 of 2025), which strengthened the entry control and recall supervision management of intelligent connected car products.
In August 2025, the State Administration for Market Regulation (SAMR) and MIIT issued a notice (draft for public comment) on strengthening the supervision, management, and promotion of product recalls and production consistency for intelligent connected new energy vehicles, imposing more and stricter requirements regarding corporate responsibility.
Future safety regulations are described as follows:
Newly published GB and GB/T standards (Chinese national standards issued by the Standardization Administration of China) include:
Motor vehicles – Devices for indirect vision – Requirements of performance and installation
Amendment to connection set for conductive charging of electric vehicles – Part 1: General requirements
Establishment of technical requirements related to cybersecurity, and
General technical requirements for software updates of vehicles
Amendment to measurement methods of net power for automotive engines and electric drive trains
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Test method for powertrain system power of hybrid electric vehicles and pure electric vehicles having more than one propulsion electric machine
Amendment to hybrid electric vehicles – Power performance – Test method
Amendment to battery electric vehicles – Power performance – Test method
Drive motor system for electric vehicles
Protective device against unauthorized use of motor vehicles
Intelligent and connected vehicle – Data storage system for automated driving
Electric vehicles traction battery safety requirements
Technical requirements and testing methods for advanced emergency braking system (AEBS) of light-duty vehicles
On-board accident emergency call system (AECS)
Technical specifications of remote service and management system for electric vehicles – Part 2: On-board terminal
Electric vehicles safety requirements
Steering system of motor vehicles–Basic requirements
Technical requirements and testing methods for passenger car braking systems
Newly established GB and GB/T standards (not yet published) include:
Basic requirements of security processing for intelligent and connected vehicle spatio-temporal data
Basic security requirements of spatio-temporal data sensing system of intelligent and connected vehicle
Intelligent and connected vehicle - Safety requirements of combined driver assistance system
Intelligent and connected vehicle - Safety requirements for automated driving system
The stipulation protecting drivers from being injured by motor vehicle steering mechanism
Technical specifications for safety of power-driven vehicles operating on roads
In August 2025, the Department of Land Transport (DLT) issued “DLT Notification on Type Approval of vehicles with regard to the installation of lighting and light-signaling devices” corresponding to UN R48-07.
Further, in September 2025, the DLT also issued “DLT Notification on Type Approval of vehicles with regard to the protection of the occupants in the event of a frontal collision,” equivalent to UN R94-04.
In addition, the DLT also issued “DLT Notification on Type Approval of vehicles with regard to the protection of the occupants in the event of a side collision,” equivalent to UN R95-05.
All above three notifications will apply to new type models domestically manufactured or imported on and after January 1, 2028.
A new “Uniform Provisions Concerning the Approval of Vehicles with Regard to Electromagnetic Compatibility (UN R10)” is being considered for new type models domestically manufactured or imported on and after January 1, 2028.
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India
In December 2022, the Ministry of Road Transport and Highways, Government of India (the MoRTH) issued the 25th amendment of the Central Motor Vehicles Rules, which requires traction battery for electric power train vehicles manufactured on and from April 1, 2023 to be approved by the Annex IX-K to Automotive Industry Standards (AIS)-038.
MoRTH issued regulations on August 14, 2024 that requires the installation of seat belt reminders on rear seats in M1 category vehicles manufactured on or after April 1, 2025. This regulation requires the seat belt reminders that comply with the Indian standard AIS-145-2018.
Conselho Nacional de Trânsito (CONTRAN) issued a regulation to establish requirements for rear warning and monitoring systems installed in vehicles in December 2018. It is scheduled to be implemented from January 1, 2025 (new models) and January 1, 2027 (all models).
CONTRAN issued a regulation to establish vehicle performance requirements in the event of pole side impact in December 2018. It is scheduled to be implemented from January 1, 2026 (new models) and January 1, 2030 (all models).
CONTRAN issued a regulation that establishes requirements for occupant protection and fuel system integrity in vehicle collisions in December 2018. It is scheduled to be implemented from January 1, 2024 (new models) and January 1, 2026 (all models).
CONTRAN issued a regulation to establish pedestrian protection requirements in the event of a collision in December 2018. It is scheduled to be implemented from January 1, 2025 (new models) and January 1, 2030 (all models).
CONTRAN announced a second proposal regarding the obligation to install and technical requirements for the AEBS installed in vehicles in November 2022. For moving obstacles, it is scheduled to be implemented from January 1, 2026 (new models) and January 1, 2029 (all models). For fixed obstacles, it is scheduled to be implemented from January 1, 2029 (new models) and January 1, 2031 (all models).
CONTRAN announced a proposal regarding the obligation to install and technical requirements for the Lane Departure Warning System (LDWS) in vehicles in November 2022. It is scheduled to be implemented from January 1, 2026 (new models) and January 1, 2029 (all models).
In accordance with Decree No. 12435/2025 “Mover Program,” MDIC issued GM/MDIC ORDINANCE No. 215/2025 on 22 August 2025, which sets forth the requirements for compliance with structural performance and driver assistance technology requirements for Category M1 and N1 vehicles and the submission of documentation.
Outline of Environmental and Safety Regulation for Motorcycles
Euro 5 requirements other than catalyst monitoring of Onboard Diagnostics Regulation (OBD) started to apply to new vehicle models from January 2020 and started to apply to all vehicles registered from January 2021. Catalyst monitoring has applied to new vehicle models from January 2024 and has applied to all vehicles registered from January 2025.
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On December 11, 2019, the European Commission released its communication on the EU Green Deal. See “—Outline of Environmental and Safety Regulation for Automobiles—1. Emissions—Europe.”
In April 2026, the Ministry of Ecology and Environment issued a notice stating that China will introduce Euro 5—level emission and noise regulations starting in 2029.
India published BS VI regulation (Euro 5 level exhaust emission regulation), which became effective from April 2020. OBD II is introduced in two stages, Stage II-A and II-B. Stage II-A became effective from April 2023 and Stage II-B became effective from April 2025.
Other Asian Countries
Thailand published the 7th phase (Euro 4) level emission regulation, which has been implemented from March 2020.
Vietnam
The Ministry of Transport has implemented Level 4 (Euro 4) emissions regulations starting in July 2026.
Indonesia and Philippines
Indonesia and Philippines are implementing emission regulations based on European regulations (Euro 3). In addition, they are considering the introduction of Euro 4.
Pakistan
Pakistan government has implemented UN R 40, emission of motorcycles for both domestically manufactured motorcycles and imported motorcycles, from September 2025 and June 2026 respectively.
Brazil published a new emission regulation called PROMOT 5 (Euro 5 level exhaust emission regulation), which has applied to new motorcycles from January 2023 and to all motorcycles registered from January 2025. The OBD stage 2 requirement has applied to new models of motorcycles from January 2025 and will apply to all motorcycles registered from January 2027.
2. Recycling / Chemicals and hazardous substances
The same REACH compliance required for motor vehicles is required for motorcycles.
The European Union has a plan to implement motorcycle recycling laws in near future.
The European Union has published a draft regulation amending the ELV Directive to the ELV Regulation. The proposed regulations would add requirements for recycled content and expanded producer responsibility. Furthermore, the regulation is expected to apply not only to passenger cars but also to large vehicles and motorcycles, and discussions are continuing in Europe.
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China has a plan to implement motorcycle recycling laws in near future.
India has announced a plan to implement motorcycle recycling laws in near future.
India has issued a final regulation called Battery Waste Management Rules on August 22, 2022. This final regulation requires the achievement of certain recovery targets for waste batteries and sets targets for value of use of recycled materials in new batteries. All batteries are required to display an EPR number. With the revision on February 24, 2025, it has been decided that the EPR number can also be displayed in the form of a QR code.
Vietnam implemented motorcycle recycling laws on January 1, 2018.
3. Safety
In January 2019, the European Commission issued a regulation complementing Union type-approval legislation with regard to Brexit.
In October 2025, the European Commission published Regulation (EU) 2025/1455, incorporating UN Regulation No 155 into the type-approval framework for L-category vehicles (two- and three-wheelers and quadricycles).
For the first time, manufacturers must obtain approval for their Cyber Security Management Systems (CSMS). This ensures that protective measures against cyberattacks are integrated across the entire vehicle lifecycle—from development and production to post-sales. These requirements shall apply to new vehicle types from December 11, 2027 and to existing vehicle types from June 11, 2029.
Newly established GB standards (mandatory national standards) and GB/T standards (voluntary national standards) include:
Technical requirements related to cybersecurity
Security requirements for automotive data collection
Lighting device requirements, Installation requirements for lighting devices
The Ministry of Road Transport and Highways, Government of India, has promulgated technical requirements for batteries that include India’s own requirements called AIS-156 (Amd3). The standard was enforced in two phases, item by item, with Phase 1 in effect on December 1, 2022, and Phase 2 in effect on March 31, 2023. In June 2025, the MoRTH, issued draft notification on Anti-lock Braking System , mandatory for all motorcycles from January 1, 2026. However, the final notification has not been issued yet.
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The Department of Land Transport has applied the safety regulations for electric two-wheeled vehicles (UN R136) from January 2023 and the regulations for the fitting of lighting fixtures (UN R53) from January 2024.
The Determination of Identification of Controls, Telltales and Indicators (UN R60) has been adopted and enforced from January 2026.
A new “Uniform Provisions Concerning the Approval of Vehicles with Regard to Electromagnetic Compatibility (UN R10)” is being considered for implementation from January 2028.
Indonesia and Vietnam
Indonesia and Vietnam have been introducing various regulations regarding lighting and braking based on UN Regulations. Recently, Indonesia is considering the introduction of various regulations based on UN regulations, including horns (UN R28), speedometers (UN R39), lighting installation (UN R53), and brake systems (UN R78).
Philippines
Since June 2023, the Philippines has begun considering additional regulations to include an AHO function that automatically turns on the headlamps when the engine is running.
Pakistan government has introduced UN R 3, retro reflecting devices, UN R 28, audible warning devices, UN R 39, speedometer, UN R 75, tires of motorcycles, UN R 78, brake of motorcycles, UN R 136, electric safety of electric motorcycles, UN R 148, light-signaling devices, and UN R 149, road illumination devices, for both of domestically manufactured motorcycles and imported motorcycles, from September 2025 and June 2026 respectively.
Outline of Environmental and Safety Regulation for Power Products
In September 2022, the CARB published a final regulation to accelerate the transition of equipment using small off-road engines to zero-emission equipment, requiring most small off-road engines sold in California on or after January 1, 2024, to be zero emissions. In accordance with this, the evaporative emission standard value has also been changed.
In April 2023, the U.S. Consumer Product Safety Commission (CPSC) initiated a rule-making process to establish safety standards regulations, including CO2 emissions (g/h) limits for portable generators.
In January 2025, the EPA issued a waiver for the CARB’s new Tier 4 emission regulations. Consequently, the CARB issued a Manufacturers Advisory Correspondence , mandating that the new standards established in September 2022 apply starting from the 2026 Model Year.
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In December 2022, the European Commission published an amendment to Delegated Reg. Monitoring Non-Road Mobile Machinery (NRMM) in service engines of less than 56kW or more than 560kW.
The phase 3 exhaust emission regulation is currently under development.
The Central Pollution Control Board regulates generator emissions through the Environment (Protection) Third Amendment Rules, 2022, which introduced enhanced Phase 3 emission standards commencing in July 2023.
The Toxic Substances Control Act (TSCA) is the US hazardous substances legislation restricting Phenol, Isopropylated Phosphate (PIP) (3:1) for the first time in the world. PIP (3:1) is mainly used as a flame retardant. The first rule implementing this restriction was issued in January 2021, but relevant industrial associations objected that the transitional period, which was to last only 60 days, would make it impossible to comply in a timely manner. As a result, the compliance date has been extended to November 2024. Subsequently, EPA reconsidered the PIP (3:1) rules based on industry comments, and on November 19, 2024, EPA finalized revisions to exempt PIP (3:1) and products containing PIP (3:1) for the use in circuit boards and wire harnesses from the prohibition.
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.
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.
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In June 2021, the Snow Thrower Safety Council revised safety standards to add performance criteria allowing snow throwers to stop safely when moving backwards.
In March 2025, the Agricultural Technology Innovation Engineering Research Center of National Agriculture and Food Research Organization issued a revision to the scope of agricultural machinery subject to safety inspections and updated related standards. The scope of application was clarified, and notably excluded rotary axle tillers from the category of agricultural tractors (walk-behind). The new standards came into effect in April 2025. Compliance with the new 2027 standards is also an available option.
In November 2016, the CPSC promulgated a notice of proposed rule-making in the Federal Register, which proposed 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 December 2023, the Portable Generator Manufacturers’ Association (PGMA), a trade association that seeks to develop and influence safety and performance standards for the industry, revised ANSI/PGMA G300-2018 and approved a new standard, ANSI, G300-2023. It became effective in January 2025.
In June 2024, the Outdoor Power Equipment Institute (OPEI) published new safety requirements for combustion engine powered rotary lawnmowers and cylinder lawnmowers (ANSI/OPEI 5395-1/-2/-3). These requirements apply to consumer and commercial combustion engine powered rotary lawnmowers and cylinder lawnmowers, depending on operation type. These standards will be effective two years after the June 6, 2024 publication date.
In July 2025, the American Boat & Yacht Council (ABYC) issued new safety requirements for “Mechanical Propulsion Control Systems (P-14)” and “Electric/Electronic Control Systems for Propulsion and Steering (P-28).” ABYC recommends compliance with these standards for all boats, associated equipment, and systems manufactured after July 31, 2026.
The European 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 and change to the conformity assessment system, among other things.
In 2020, discussions to revise the Low Voltage Directive and Recreational Craft Directive have been initiated.
In January 2022, the European Commission issued a regulation on cybersecurity to supplement the Radio Equipment Directive.
In June 2023, the European Commission has adopted Regulation (EU) 2023/1230 on machinery safety. The new regulation expands the scope of the Machinery Directive, and introduces requirements addressing new areas such as emerging technologies, including AI and machine learning, cybersecurity, and digital documentation. It will be applicable from January 2027. As of June 2026, the list of harmonized standards to be used for making declarations of conformity has not been published.
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In December 2024, the European Commission adopted the Regulation (EU) 2024/2847 (Cyber Resilience Act) . The requirements apply to products with digital elements and such products must comply with cybersecurity requirements. As of June 2026, no harmonized standards are available to assess compliance.
In January 2025, the European Commission published an Official Journal Decision to introduce harmonized standards that address the cybersecurity requirements under the Radio Equipment Directive.
In May 2025, the European Commission proposed revisions to several directives and regulations under the New Legislative Framework (NLF) to introduce common specifications as an alternative to standards for document digitalization. The digitalization of documentation for NLF products is expected to be required in the future.
In January 2026, the European Parliament released a further proposal regarding the regulation to introduce common specifications and document digitalization.
The publication of a new “Safety technical specification for agricultural machinery,” which specifies safety requirements for agricultural machinery in general, is under consideration.
Preparing for the Future
Please note that the forward-looking statements contained herein are judgments made by Honda as of the filing date of this Annual Report and may differ materially from actual results because of uncertainties that may arise in the future, including those discussed under “Item 3. Key Information—D. Risk Factors.”
Management Policies and Strategies
Honda has two fundamental beliefs: “Respect for the Individual,” and “The Three Joys” (the Joy of Buying, the Joy of Selling, and the Joy of Creating). “Respect for the Individual” calls on Honda to nurture and promote these characteristics in our company by respecting individual differences and trusting each other as equal partners. “The Three Joys” is based on “Respect for the Individual,” and is the philosophy of creating joy for everyone involved in Honda’s activities, with the joy of our customers as the driving force.
Based on these fundamental beliefs, Honda strives to improve its corporate value by sharing joy with all people, and with its shareholders in particular, by practicing its mission statement: “Maintaining a global viewpoint, we are dedicated to supplying products of the highest quality, yet at a reasonable price for worldwide customer satisfaction.”
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Driven by our dreams, Honda is striving to further advance mobility products and services with our original technologies and ideas. By doing so, Honda aspires to be a comprehensive mobility company which will play a leading role in making a better society. In 2023, Honda redefined the Global Brand Slogan, “The Power of Dreams,” to clearly articulate our desire to offer a broad range of mobility products and services as a comprehensive mobility company while addressing the two major societal challenges: environment and safety. We hope to deliver the values of “enabling people to transcend constraints of time and space” and “augmenting their abilities and possibilities.” Powered by our dreams, Honda will continue taking on challenges while fully demonstrating our original ideas and technologies.
Business Environment and Direction of Our Responses
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. Additionally, the outlook for the international situation remains uncertain, including the situations in Ukraine, the Middle East and the South China Sea, and, including ongoing uncertainty in the trade policies of various countries, geopolitical risks have also become heightened. In these circumstances, in order to achieve future growth, Honda believes that it needs to build positive relationships with all stakeholders involved in our corporate activities to solve long-term social issues, as well as constantly working to improve the quality of value we offer.
In Automobile business, we made a major strategic shift towards the popularization of EVs with a view that it will be the optimal solution from a long-term perspective. However, the expansion of the EV market in the U.S. has slowed down due to several factors, including the easing of fossil fuel regulations and revisions to EV subsidies. Due to a combination of factors, including our inability to flexibly respond to these changes in the business environment and deteriorating profitability of internal combustion engine (ICE)/hybrid vehicles caused by tariffs, Honda’s automobile business has fallen into an extremely challenging earnings situation. In order to respond flexibly to rapid changes in the business environment, Honda is reorganizing our strategic framework and reestablishing our competitive strengths. In light of the slowdown of the EV market expansion in the U.S., we will reassess our resource allocations and strengthen our hybrid models. In particular, Honda plans to reallocate all excess capacity at its auto plants in Ohio to production of ICE and hybrid vehicles and to make all of its auto plants in North America capable of producing hybrid models. As for regional markets, in addition to Honda’s main markets, namely Japan and the U.S., we seek to enhance the model lineup and cost competitiveness in India, where market expansion is expected. In other countries in Asia as well, we will strive to enhance our competitiveness by releasing next-generation hybrid models and reassessing resource allocations. Moreover, Honda will indefinitely suspend the previously announced project to build a comprehensive EV value chain in Canada and continue to reassess its procurement strategy.
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In Motorcycle business, driven by population and economic growth, demand continues to grow particularly in the Global South, including India. While we believe that EVs will be the optimal solution from a long-term perspective, given that demand for EVs has not grown as much as expected, we are making improvements in fuel economy and deploying flex-fuel models* for ICE vehicles, in addition to expanding our lineup of electric motorcycles, in ways tailored to the realities in each region and the needs of our customers. Honda seeks to seize the dynamism of these growing markets and lead their growth by swiftly introducing competitive products and providing high-quality services that are tailored to our customers’ needs.
In Power products and other businesses, while we believe the long-term global movement toward carbon neutrality will remain unchanged, the pace of electrification is slowing in certain markets due to factors such as relaxed environmental regulations and changes in trade policy trends. To respond to multifaceted changes in the market environment, we need to strategically strengthen both ICE and electrification and enhance our business resilience. Going forward, in ICE, Honda will work to establish a stable revenue base by further strengthening the business structure, while accelerating resource investment in electrification and future technologies to enhance competitiveness in anticipation of the next generation.
An internal combustion engine vehicle capable of using multiple types of fuel (fuel with different blending ratios), such as gasoline mixed with ethanol.
Financial Strategy
To enhance corporate value, we recognize the need to utilize both financial and non-financial capital to achieve sustainable cash flow growth and improve capital efficiency. To realize these goals, we will work on “strategic resource allocation over the medium- to long-term”, “strengthening management with an awareness of capital costs” and “improving management quality and transparency through proactive dialogue.”
With the goal of achieving carbon neutrality for all products and corporate activities which Honda is involved in by 2050, we made a major strategic shift towards the popularization of EVs with a view that it will be the optimal solution to realize carbon neutrality for small-size mobility products, including passenger cars, from a long-term perspective. However, the profitability of Automobile business is currently declining due to the impact of changes in U.S. tariff policies on ICE and hybrid vehicles, a decline in the competitiveness of our products in Asia stemming from the impact of the allocation of more resources to EV development, and intensifying competition with the rise of new EV manufacturers. Furthermore, the expansion of the EV market in the U.S. has slowed down due to several factors, including the easing of fossil fuel regulations and revisions to EV subsidies.
Given the changes in the market environment, as part of the revision of our product launch plans, we decided during the fiscal year ended March 31, 2026 to cancel the launch and development of certain EV models in the U.S., and to discontinue production or reduce production volume for EV models jointly developed under a certain alliance agreement in the U.S. Furthermore, on March 12, 2026, we reassessed our automobile electrification strategy and made additional decisions, including the cancellation of development and market launch of certain EV models that had been planned for production in North America. In addition, for certain EV models jointly developed with Sony Honda Mobility Inc., our joint venture with Sony Group Corporation, and scheduled to be manufactured by the Company’s subsidiary in North America, Sony Honda Mobility Inc. decided to cancel their development and market launch. In China, while the EV market continues to grow, competition has intensified due to the rapid emergence of new EV manufacturers. Based on this challenging and competitive environment, we have also revised our product launch plans for certain EV models in China. As a result, we recognized losses and expenses of ¥1,577.8 billion for Automobile business for the fiscal year ended March 31, 2026 in the consolidated statements of income. Moreover, we expect that additional expenses and/or losses will be incurred in the fiscal year ending March 31, 2027, and may be further recorded or later.
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To respond flexibly to these EV-related losses and current rapid changes in the business environment, Honda is reorganizing its strategic framework and reestablishing our competitive strengths. In line with the reassessment of resource allocations following the EV lineup reduction, we plan to enhance the hybrid model lineup and strengthen our cost competitiveness.
a. Strategic resource allocation over the medium- to long- term
(Capital generation)
Over the three-year period ending March 31, 2029, Honda will focus on rebuilding our Automobile business structure. Then, in the following two fiscal years, based on the rebuilt business structure, Honda plans to introduce new products flexibly and in an agile manner and put its Automobile business on a trajectory of further growth. By the fiscal year ending March 31, 2029, Honda expects to eliminate EV-related losses. Combined with further advancement of its structural transformation and enhancement of the lineup of new products focused on key markets, Honda will seek to improve substantially the profitability of its Automobile business. By further building on this with the growth of our Motorcycle and Financial services businesses, which already have solid profitability, Honda will strive to achieve an all-time high fiscal year operating profit in the fiscal year ending March 31, 2029. In the fiscal year ending March 31, 2031, Honda will strive to realize its long-standing ROIC (Return on Invested Capital)*1 target of 10%.
[Profit for the year attributable to owners of the parent + Interest expenses (excluding Financial services business)] /Deployed Capital*2
Equity attributable to owners of the parent + Interest-bearing liabilities (excluding those from Financial services business). Deployed capital is calculated using the average of the beginning and end of the period.
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(Resource investment)
During the three-year period ending March 31, 2029, Honda plans to reallocate resources it had scheduled to invest in EVs to hybrid vehicles, and control EV-related investments at a level of approximately ¥0.8 trillion. Honda plans to invest ¥1.0 trillion in software technologies and ¥4.4 trillion in ICE and hybrid vehicles, resulting in total resource investment of ¥6.2 trillion during this three-year period. As for operating cash flow after R&D adjustment*, by targeting a return to profitability in its Automobile business and striving to maintain strong cash-generating capability in its Motorcycle business, Honda believes that this cash flow will allow it to continue making investments while delivering shareholder returns. In the fiscal year ending March 31, 2030 and onward, Honda will carefully assess EV demand trends and make decisions regarding investments in EVs. Honda will further improve investment efficiency by proactively leveraging external resources without being overly focused on internalization of resources.
Cash flows from operating activities (CFO) excluding R&D expenses (CFO of non-financial services businesses + R&D expenditures – amount transferred to capitalized development cost)
(Shareholder returns)
We position shareholder returns as one of the most important management priorities. Honda will maintain stable and continuous dividend payments, with a target DOE (ratio of dividend on adjusted equity attributable to owners of the parent)* of 3%.
Adjusted “equity attributable to owners of the parent”, which serves as the basis for DOE (ratio of dividend on adjusted equity attributable to owners of the parent), is based on adjusted figures that exclude “other components of equity”, which are highly volatile due to the effects of currency exchange rates and market conditions.
b. Strengthening management with an awareness of capital costs
In order to respond flexibly and appropriately to changes in the business environment and enhance corporate value, Honda is embedding management practices that are conscious of capital costs, developing multiple scenarios based on different time horizons, and implementing flexible resource allocation. During this transformation phase, investments for the future will take precedence. At the same time, we are making investment decisions based on capital costs by utilizing net present value (NPV), while aiming to maintain company-wide ROIC above capital costs as a management bottom line.
c. Improving management quality and transparency through proactive dialogue
To ensure that stakeholders, including investors and individual shareholders, properly understand and evaluate the Company’s management direction, the management team itself will take the lead in engaging in more proactive dialogue than ever before through events, individual meetings, and other opportunities. Through these dialogues, we seek to convey management’s and each technology leader’s commitment to our growth strategy, while directly understanding the expectations of the capital markets and reflecting them in our management and business strategies. In doing so, we aim to continuously enhance corporate value and remain a company that stakeholders look to with high expectations.
Challenges to be Addressed Preferentially
Honda first comprehensively identifies societal issues from the perspective of sustainability, prioritizes them in line with Honda’s direction, and then decides areas to focus on to determine the “priority issues.” Specifically, we have identified five areas: “environment” and “safety,” as well as “people” and “technology,” which are the driving forces behind Honda’s growth, and “brand,” which can be considered the sum of all corporate activities. By linking initiatives in these nonfinancial areas with our financial strategy, we aim to create social and economic value.
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“Five Key Themes”
1. Realization of a zero environmental impact society
Honda has set achieving a “Zero Environmental Impact Society” as one of the company-wide key themes for efforts to exhaustively reduce inter-linking environmental impact to achieve sustainable corporate activities. In our efforts to achieve a Zero Environmental Impact Society, we are working towards our vision of achieving CO2 emissions neutrality, 100% utilization of carbon-free energy, and 100% use of sustainable materials in 2050. This vision is encapsulated in the concept of Triple Action to ZERO, a concept that consolidates three key initiatives: Carbon Neutrality, Clean Energy, and Resource Circulation. We position Triple Action to ZERO as the core concept guiding our efforts.
For more details, please refer to “Concepts and Approaches to Sustainability.”
2. To realize a zero traffic collision society
Honda aims to achieve zero traffic collision fatalities involving Honda motorcycles and automobiles worldwide by 2050*1. As a milestone, Honda aims to halve the number of global traffic collision fatalities involving Honda motorcycles and automobiles worldwide by 2030*2. All motorcycles and automobiles registered, not limited to new vehicles, are included in the scope.
Traffic accidents that occurred while riding Honda motorcycles and automobiles (including collisions with other parties such as pedestrians and bicycles). However, cases involving intentional and malicious violations of traffic rules or cases of driving while impaired by the use of alcohol, drugs, or other substances, are excluded.
To halve the number of traffic collision fatalities per 10,000 vehicles involving Honda motorcycles and automobiles worldwide by 2030 compared to 2020.
3. The evolution of human capital management
Honda’s management of human capital refers to initiatives aimed at enhancing future competitiveness and corporate value by maximizing the capabilities of individuals and organizations and creating customer value, in pursuit of realizing the company-wide policy of “sustainably creating the joy and freedom of mobility and becoming the power that supports individuals who are trying to advance toward their dreams.” Based on this recognition, we have identified two key human capital materialities* to be addressed from both medium- to long-term and short- to medium-term perspectives.
Materialities: We select “Priority Issues” by comprehensively analyzing social issues from the perspective of sustainability, aligning them with Honda’s strategic direction, and defining the particularly focused issues for each priority issue as “materialities”.
4. Creation of innovative technologies
We are committed to expanding the possibilities of mobility and to achieving a future society with zero environmental impact and zero traffic collision fatalities. Having defined key focus areas, experts in each field lead technological development. Furthermore, Honda collaborates with various research institutions worldwide to explore and integrate global knowledge. Strengthening collaboration with external parties through initiatives such as venturing is also one of our efforts for technology creation. We established a department responsible for corporate development in 2021, and have continued to strengthen its functions to enhance corporate competitiveness by consolidating internal and external knowledge, experience, and expertise. In addition, Honda is actively creating new businesses through a bottom-up approach, leveraging associates’ unique ideas and technologies, and is taking on the challenge of solving social issues and creating new value.
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5. Brand value enhancement
Honda’s brand has been built over time through all of its corporate activities alongside its customers since its founding. Even in the midst of a significant transformative period said to occur once in a century, enhancing Honda brand and continuously increasing its value for the future is one of the most important challenges. To achieve this, Honda redefined the Global Brand Slogan (GBS) established in 2001 to “The Power of Dreams”, in 2023, and positioned it once again as the “starting point for all brand management.” Honda will continue to place the GBS at the core of brand management and, through various products, services, and corporate activities, integrate individual brand identities with the valuable consistency of Honda, further enhancing the overall value of Honda brand. In brand management, we believe it is crucial to create synergies between “common values and thought as a company” and “the diversity and uniqueness of products and services” based on the unique personality of Honda brand. As part of this, we are working on developing and expanding “brand assets” that serve as guidelines for various communications and branding practices to ensure valuable brand commonality on a global scale. We will aim to create an environment in which all associates working at Honda can independently improve the quality of the brand.
Through these company-wide activities, Honda aims to be a company that society, which includes our shareholders, our investors and our customers, wants.
Concepts and Approaches to Sustainability
Sustainability-Related Financial Disclosures
1. Governance
(Governance Bodies)
Honda is promoting corporate activities grounded in the Honda Philosophy. The Honda Philosophy consists of three components: the fundamental beliefs, the company principle, and the Management Policies. Honda’s long-term management policies and medium-term management plan are approved and resolved by the Executive Council and the Board of Directors.
The Board of Directors is the final supervisory body for important matters, covering actions to address sustainability issues, including climate change issues. The Executive Council deliberates in advance on matters to be resolved by the Board of Directors and discusses important management matters within the scope of authority delegated to it by the Board of Directors.
We also designate “ESG and Sustainability” as one of the required skills for our directors, from the perspective of addressing diverse risks associated with business activities and overseeing business operations for the sustainable development of society and Honda. As our challenge to sustainably provide people’s freedom of mobility, Honda aims to achieve carbon neutrality through all Honda products and corporate activities and zero traffic collision fatalities by 2050. Therefore, we believe that insight into ESG and sustainability issues, such as the environment (including climate change issues), safety, and human rights, is essential, and based on these perspectives, we appoint Directors.
With respect to the development of directors’ skills in this area, the Company enhances directors’ understanding through regular reporting to the Board of Directors on initiatives related to our Priority Issues, such as the realization of a Zero Environmental Impact Society and a Zero Traffic Collision Society.
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In addition, the Office of the Board of Directors supports directors, primarily to outside directors, to help them fully perform their functions.
With respect to non-financial management indicators*, we generally review progress once a year at the Board of Directors level and approximately one to three times a year at the Executive Council level.
In making decisions with respect to our long-term management policies and medium-term management plan and in overseeing our risk-management processes and related policies, we take into consideration our Priority Issues, including the realization of a Zero Environmental Impact Society and the realization of a Zero Traffic Collision Society. In doing so, the Executive Council and the Board of Directors conduct multidimensional deliberations balancing responses to social issues, such as reducing environmental impact, and profitability and other management priorities, and they reflect these considerations in decision-making.
The Board of Directors is responsible for supervising key goal indicators (KGIs) and the Executive Council is responsible for executing key performance indicators (KPIs), and they regularly monitor the progress of these to improve management governance. Please refer to Item 6 B. “Compensation.” for details of the executive remuneration system linked to financial and non-financial indicators.
Management indicators are KGIs for which the Board of Directors holds supervisory responsibility and KPIs for which the Executive Council holds execution responsibility.
(Management’s role)
Each Operation and Unit and subsidiary formulates and promotes action plans and measures based on the company-wide long-term management policies and medium-term management plan, and important matters are reported and approved by the Executive Council as appropriate.
In each area of environment, safety, human resources, human rights, occupational safety and health, quality, and supply chain (purchasing and logistics), conference bodies have been established to promote global management through information sharing and discussions. For important cross-departmental issues such as addressing climate change issues, a cross-departmental task force is formed under the direct supervision of management members to consider and propose action plans and measures as appropriate, and important matters are reported and approved by the Executive Council. Compliance and risk management related to each area are operated based on the Company’s basic policies for the development of internal control systems.
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2. Risk management
Honda has established the Honda Global Risk Management Policy and has been conducting activities that will lead to sustainable growth and stable corporate management by actively controlling risks.
Under the supervision and monitoring of the Risk Management Officer, we categorize, manage and address risks defined as potentially inflicting significant damage or loss on Honda’s tangible and intangible assets, corporate activities and stakeholders of Honda and possibly affecting our corporate management.
Each organization identifies and evaluates risks. Based on the results of its evaluation, the Risk Management Officers of each Operations identify priority risks of respective Operations.
Based on the recognition of risks within Honda and reflecting external risk trends, we also identify, check and discuss the response status to the company-wide priority risks deemed particularly important for the entire corporate entity. Important matters related to risk management are discussed by the Risk Management Committee established within Honda, and details of their activities are reported to the Executive Council as appropriate.
3. Strategy
Honda views “environment” and “safety” as the most critical societal issues that Honda, being a comprehensive mobility company, must address with the utmost sincerity. Under the theme of realizing a society with “Zero Environmental Impact” and “Zero Traffic Collision Society” we are committed to developing and implementing effective measures with speed.
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(Environmental Strategy)
Honda recognizes that all business activities may have environmental impacts. To address these challenges, it is important to consider the environmental impacts of each stage of the product lifecycle. Honda identifies the main environmental impacts as greenhouse gas emissions, use of fossil fuel-derived energy, extensive resource extraction and waste and impacts on biodiversity.
Honda, aiming for sustainable business practices, has set achieving a “Zero Environmental Impact Society” as one of its company-wide priority issues. To comprehensively reduce interlinked environmental impacts, Honda has established four materialities* to guide its efforts.
We select “Priority Issues” by comprehensively analyzing social issues from the perspective of sustainability, aligning them with Honda’s strategic direction, and defining the particularly focused issues for each priority issue as “materialities.”
Triple Action to ZERO
In our efforts to achieve a Zero Environmental Impact Society, we are working towards our vision of achieving CO2 emissions neutrality, 100% utilization of carbon-free energy, and 100% use of sustainable materials in 2050. This vision is encapsulated in the concept of Triple Action to ZERO, a concept that consolidates three key initiatives: Carbon Neutrality, Clean Energy, and Resource Circulation. We position Triple Action to ZERO as the core concept guiding our efforts.
The three initiatives of Triple Action to ZERO are closely related and we aim to maximize synergistic benefits by considering their linkages. The Triple Action to ZERO initiatives are also linked to the international demand for preserving biodiversity and fostering harmony with nature. In advancing these initiatives, we will consider Nature-based Solutions* as well.
Nature-based Solutions (NbS) involve advancing societal challenges while conserving and restoring natural ecosystems.
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Key Initiatives and Milestones for Achieving Materiality
Honda supports the Paris Agreement* and, with the goal of realizing a Zero Environmental Impact Society, aims to achieve carbon neutrality across all products and corporate activities involving Honda by 2050. Of the four materialities in the environmental domain, we are prioritizing efforts toward “addressing climate change issues” and “addressing energy issues” for achieving carbon neutrality. As priority actions, the Company is working on reducing CO2 emissions from product use and corporate activities, breaking these efforts down into more specific initiatives that the Company plans to implement as concrete actions. Specifically, CO2 emissions are tracked for various product groups within each business segment, as well as for individual product plants and manufacturing equipment. This approach helps quantify CO2 reduction amounts for each product and factory.
While carefully assessing market conditions and demand trends in each region, Honda will accelerate a multifaceted approach to carbon neutrality by combining EVs, hybrid vehicles, carbon-neutral fuels, and carbon offset technologies
For long-term impact reduction measures related to the materiality of “efficient utilization of resources,” there are initiatives that may require business transformation beyond existing frameworks. Honda is currently in the preparatory phase for reducing future CO2 emissions across the entire product lifecycle from resource extraction (upstream) to disposal (downstream).
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We also recognize the importance of advancing these initiatives while considering our impact on nature, such as the materiality of “biodiversity conservation.” Honda aims not only to achieve “carbon neutrality by 2050” but also to pursue a long-term perspective to realize a Zero Environmental Impact Society.
The Paris Agreement sets as a global long-term goal to keep the rise in average global temperatures well below 2°C above pre-industrial levels and to pursue efforts to limit the temperature increase to 1.5°C.
(Safety Strategy)
Honda is addressing various factors leading to collisions by evolving and combining “Human Ability (awareness-building activities),” “Mobility Performance (technological development),” and “Traffic Ecosystem (collaboration, development of systems/services).”—collectively referred to as Honda’s three elements of safety.
Honda recognizes the need to reduce fatal collisions involving motorcycles in emerging countries as a major challenge toward 2030. To address this issue, Honda will actively develop instructor training programs, corporate training at Traffic Education Centers*, and schools for individuals under “Human Ability (awareness-building activities).” Under “Mobility Performance (technological development),” for motorcycles, Honda will expand the application of advanced braking systems such as ABS and CBS (Combined Braking System) as well as lights with high visibility for both riders and other road users. For automobiles, Honda will actively promote the functional evolution and widespread use of advanced driver-assistance systems (ADAS), such as Honda SENSING with a motorcycle detection function in emerging countries and Honda SENSING 360 in developed countries, tailored to the local realities of each region. Under “Traffic Ecosystem (collaboration, development of systems/services),” Honda is strengthening its collaboration with international organizations such as the United Nations in relation to traffic safety. Honda will support safety policies such as institutional reform, awareness-building, and infrastructure development by providing the knowledge and know-how cultivated through Honda’s long-standing safety activities to countries around the world, with a focus on emerging countries, through such organizations.
A major challenge for 2050 is to reduce traffic collision fatalities among pedestrians, bicyclists, motorcyclists, and other vulnerable road users. To address this challenge, Honda will accelerate efforts related to “Traffic Ecosystem (collaboration, development of systems/services).” Specifically, Honda will promote research and development relating to “Safe and Sound Network Technology” and standardization of technologies for social implementation.
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Safe and Sound Network Technology provides information through telecommunications to help all road users prepare for and avoid the risks of collision before they occur.
Traffic Education Centers: Honda facilities where internal and external traffic safety instructors are trained and driving safety education is provided to corporations, schools and individual customers.
4. Metrics and targets
(Environmental targets)
Honda intends to execute certain initiatives to realize a “Zero Environmental Impact Society.” Please refer to the chart below.
Targets
Fiscal year ending
March 31, 2031
Reduction rate of CO2 emissions from corporate activities
(compared to FYE Mar. 31, 2020)
Reduction rate of industrial water withdrawal (compared to FYE Mar. 31, 2020)
Reduction rate of industrial waste (incineration and landfill disposal)
Motorcycles
Automobiles
Power products
13.6%
13.4%
Usage rate of recycled and biomass materials
30% in EVsproduced in Japan
During the current consolidated fiscal year and from the end of the current consolidated fiscal year to the filing date of this Annual Report, we reviewed our targets with a target year of the fiscal year ending March 31, 2031.
With respect to the reduction rates of product CO2 emissions intensity, the targets were revised from 34.0% to 15.0% for the motorcycle business, from 27.2% to 13.6% for the automobile business, and from 28.2% to 13.4% for the power products business. These revisions reflect our reassessment of our powertrain portfolio and product launch plans in response to changes in market conditions and developments in trade policies.
In addition, while we have previously used the sales ratio of electrified products as a management indicator, we determined—after taking into account the increasing complexity of market conditions, customer needs, and business viability—to shift from using the sale of electrified products as a measurement toward contributing to the reduction of greenhouse gas emissions across society as a whole, which is a more fundamental approach. Based on this approach, we will proceed with the assessment of specific target levels for the fiscal year ending March 31, 2036, on the premise of shifting our management indicators from the sales ratio of electrified products to the reduction rate of total greenhouse gas emissions across the entire life cycle.
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Furthermore, we have established more fundamental and challenging targets aligned with our desired 2050 state related to efficient utilization of resources. For the fiscal year ending March 31, 2031, we revised our KGI from “waste reduction rate (compared to BAU*)” to “reduction rate of industrial waste (incineration and landfill disposal) (compared to FYE Mar. 31, 2020)’’ and from “water intake reduction rate (compared to BAU)” to “reduction rate of industrial water withdrawal (compared to FYE Mar. 31, 2020)”. In addition, we newly established “usage rate of recycled and biomass materials” as a KPI and set a corresponding target level.
Business As Usual: The estimated result for the fiscal year ending March 31, 2031 based on our production plans but without implementing our reduction strategies.
(Safety target)
Honda aims for zero traffic collision fatalities involving Honda motorcycles and automobiles*1 globally by 2050. As a milestone, Honda targets to halve the number of traffic collision fatalities involving its motorcycles and automobiles worldwide by 2030 compared to 2020 levels*2. This includes not only new vehicles but all registered Honda motorcycles and automobiles on the market.
To realize the 2030 milestone, moving forward, Honda will particularly focus on enhancing collision safety performance and promoting the evolution and application of ADAS for automobiles. For motorcycles, Honda will expand the application of advanced braking systems such as ABS and CBS, as well as lights with high visibility for both riders and other road users. To track the progress of these initiatives, Honda has defined KPIs for advanced safety technology application rates, including Honda SENSING 360 for automobiles in developed countries*3, Honda SENSING for automobiles in emerging countries*4, and advanced braking systems (ABS/CBS) for motorcycles in emerging countries*5 so as to set targets to ensure steady progress.
Metrics and Targets
Fiscal year ending March 31, 2031
Advanced Safety Equipment Application Rate
Automobiles in developed countries*3
Honda SENSING 360
100%
Automobiles in emerging countries*4
Honda SENSING
Motorcycles in emerging countries*5
Advanced Braking (ABS/CBS)
Traffic collision involving Honda motorcycles and automobiles (rider, driver and passengers), as well as pedestrians and bicycles and other involved parties (excluding intentional violation of traffic rules with malicious intent and cases of willful incapacitated status due to use of alcohol, drugs, or other substances).
Halve the number of traffic collision fatalities per 10,000 vehicles involving Honda motorcycles and automobiles worldwide by 2030 compared to 2020 levels.
Japan, the United States, China, and Europe
Representative measurement countries: India, Indonesia, Malaysia, Thailand, and Brazil
Representative measurement countries: India, Indonesia, Vietnam, Thailand, and Brazil
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Human Capital Strategy, Indicators and Targets
1. Strategy
(Honda’s Human Capital Strategy)
Honda’s management of human capital refers to initiatives aimed at enhancing future competitiveness and corporate value by maximizing the capabilities of people and organizations and creating customer value, in pursuit of realizing the company-wide policy of “sustainably creating the joy and freedom of mobility and becoming the power for people who are trying to advance toward their own dreams.” Honda has long placed “respect for the individual” at the center of its approach and has emphasized generating new value through the integration of diverse individuals, driven by each individual’s intrinsic motivations.
However, the business environment surrounding Honda has undergone significant changes, driven by factors such as shifts in market structures, accelerated technological innovation, the ongoing transition to AI-driven operations and decision-making and increasing uncertainty. In addition, in light of revisions to business strategies and changes in financial conditions, we face an environment in which more rigorous prioritization and allocation of management resources and business operations are required.
Even under such circumstances, we do not regard human capital management initiatives as matters that should fluctuate in response to short-term financial performance. Instead, we view such initiatives as a critical foundation supporting our medium- to long-term competitiveness and will continue to pursue the maximization of human capital value.
In this context, we recognize the need to move beyond conventional approaches that focus on monitoring the status of human capital or the allocation of resources to priority areas to more consistently understand how human capital management initiatives contribute to the creation of customer value.
Based on this recognition, we have identified two key human capital materialities (*1) to be addressed from both medium- to long-term and short- to medium-term perspectives.
The first materiality, which we intend to address from a medium- to long-term perspective, is “activating associates’ intrinsic motivations and fostering the integration of diverse individuals.” We aim to create an environment in which each and every Honda associate is motivated by the dreams they seek to realize through Honda and where pursuits of such dreams lead to the creation of customer value. At the same time, we promote the development of an organizational culture in which diverse individuals are respected, can exchange opinions with a sense of security, and can fully demonstrate their capabilities. This initiative represents a key effort to sustainably enhance the capabilities of people and organizations, which constitute the source of Honda’s distinctive value creation.
The second materiality, which we intend to address from a short- to medium-term perspective, is the “strengthening the human and organizational foundation for future competitiveness.” We believe that, even in periods characterized by significant changes in the business environment, short-term performance fluctuations, and heightened uncertainty, it is essential not to halt efforts to build a human capital foundation that supports future value creation.
Accordingly, we do not treat investments in human capital as subject to revision based on short-term financial performance, but rather position them as forward-looking investments that shape future competitiveness, and monitor both their level and continuity.
Furthermore, we have established main themes for each human capital materiality, and have set management indicators (*2), targets through the fiscal year ending March 31, 2031 and priority initiatives to be implemented, thereby promoting activities toward the achievement of these objectives.
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In addition, beginning in the fiscal year ended March 31, 2025, we have established an advisory body to the Executive Council to deliberate on key issues relating to people and organizations, thereby enhancing the alignment between business strategy and human capital strategy.
Management indicators: KGIs for which the Board of Directors is responsible for supervision and KPIs for which the Executive Council is responsible for execution. The scope is determined for each indicator based on our strategy, and categorized into Global (including the Company and its subsidiaries in Japan subject to labor contracts with our union and overseas consolidated subsidiaries) and Japan (the Company and its subsidiaries in Japan subject to labor contracts with our union).
2. Indicators and Targets
(Human Capital materialities (Medium- to Long-Term Perspective): Activating associates’ intrinsic motivations and fostering the integration of diverse individuals)
- Main theme 1. Advancing people management to drive value-creating behaviors and enhancing organizational vitality
• Management indicator (KGI) and Achievement/Target
Fiscal year ended
March 31, 2026
positive responses
66%*2
60% or more*2
65% or more
The Company and its subsidiaries in Japan subject to labor contracts with our union, and overseas consolidated subsidiaries.
Because the calculation methodology has been revised beginning with the fiscal year ending March 31, 2027, the actual result and target for the fiscal year ended March 31, 2026 are presented for reference based on the previous calculation methodology.
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• Concept behind Management Indicator (KGI)
At Honda, we believe that, in order to drive value-creating behaviors, it is important that associates possess aspirations they seek to realize through Honda and demonstrate a willingness to take on challenges toward achieving those aspirations. In addition, acting from a customer-centric perspective and having managerial support that encourages such challenges are considered critical factors in enabling these behaviors. While we have historically emphasized a customer-centric approach, we recognize that, in light of changes in the business environment and evolving management challenges, it is necessary to further strengthen this perspective and more clearly monitor the linkage between human capital initiatives and value creation. Based on this recognition, we have established an associate engagement score as a metric that more explicitly reflects “value-creating behaviors from a customer perspective,” in addition to the previously emphasized elements of “intrinsic motivation of associates” and “management support and encouragement.” Through this approach, we seek to continuously monitor whether associate-driven aspirations—rooted in Honda’s core concept of “dreams”—are effectively translated into the creation of customer value.
• Calculation Formula
The average percentage of positive responses (ratings of 4 or 5 on a five-point scale) to the following three questions in the annual associate survey conducted in each region: “having the willingness to challenge oneself toward high goals,” “acting from a customer perspective,” and “supervisors actively support challenges.” For the fiscal year ending March 31, 2027, the calculation methodology has been revised, including the addition of a question on “acting from a customer perspective,” to more explicitly reflect value creation activities from a customer perspective.
- Main themes 2. Cultivating an organizational culture where diverse individuals can fuse and thrive
• Management indicators (KPI) and Achievement/Target
(5-point scale)
fiscal year ended
March 31, 2021
The Company and its subsidiaries in Japan subject to labor contracts with our union
• Concept behind Management Indicator (KPI)
(Inclusion score)
We believe that achieving diversity and inclusion (“D&I”), in which diverse individuals are respected, accepted, and able to perform to their full potential with a sense of security, constitutes a critical foundation supporting the creation of value.
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Based on this perspective, we have established an “inclusion score” as a metric to assess the degree to which inclusion is embedded within the workplace environment.
(Ratio of women in management positions)
In Japan, we also utilize the ratio of women in management positions as a supplementary indicator to assess the appointment and advancement of diverse talent. Through the use of this indicator, we seek to continuously monitor not only the level of inclusion as an organizational culture, but also the progress of achieving diversity within the organization.
Average scores of responses to questions addressing acceptance of diversity, sense of belonging and individuality in the organization, and psychological safety in the annual associate survey conducted in each region.
Multiples of the number of women in management positions in Japan as of the fiscal year ended March 31, 2021.
(Human Capital materialities (Short- to Medium-term Perspective): Strengthening the human and organizational foundation for future competitiveness)
- Main themes 3. Investment in human capital to support future value creation
Human Capital Investment
Concept behind Management Indicator (KPI)
We believe that, in order to strengthen the human and organizational foundation that supports future competitiveness, it is essential to position human capital initiatives not as elements subject to fluctuation based on short-term financial performance in a given fiscal year, but as forward-looking investments aimed at future value creation, and to continue such investments on an ongoing basis.
Based on this perspective, we have established “human capital investment” as a metric to assess the extent to which resources are allocated to people on a company-wide basis.
Using this management indicator, we monitor the total amount of human capital investment across the organization and, within such total, also track the portion allocated to priority areas. Through this approach, we seek to continuously assess both the overall scale of investment in human capital and the effectiveness of its allocation to key focus areas.
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Calculation Formula
The aggregate amount of investments related to recruitment, development, placement and utilization support, retention, and the development of HR infrastructure. Investment in priority areas is separately identified as a subset of total human capital investment.
Climate Change-related Disclosures (Response to the TCFD Recommendations)
Honda has declared its support to the Task Force on Climate related Financial Disclosures (TCFD), established by the Financial Stability Board (FSB), and discloses information in line with the TCFD-recommended disclosure framework.
Please refer to “Concepts and Approaches to Sustainability—Sustainability-Related Financial Disclosures: 1. Governance.”
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Honda has established the Risk Management Committee to identify, check and discuss the status of “company-wide priority risks” which are deemed important for the entire corporate entity. Climate-related risks such as risks related to environmental regulations and natural disasters caused by climate change are also managed and monitored by the Committee, which leads to promoting more effective risk management activities while considering the characteristics of respective Operations. The Corporate Strategy Operations evaluates and identifies climate-related risks by conducting scenario analysis in line with TCFD recommendations, reflecting external and internal risk information, which includes company-wide priority risks. The results of the scenario analysis of climate-related risks are shared with the Risk Management Committee. Climate-related risks are mainly addressed by the Corporate Strategy Operations, Business Operations and Regional Operations as well as by each respective Operation, Unit, subsidiary and cross-departmental task force. Important matters related to risk management including the responses to the climate-related risks are discussed by the Committee, and details of their activities are reported to the Executive Council as appropriate. For more explanation of the risk assessment and management process, please refer to “Concepts and Approaches to Sustainability—Sustainability-Related Financial Disclosures: 2. Risk management.”
(Identification of climate-related risks and opportunities)
We have identified climate-related risks and opportunities that are reasonably expected to affect our business activities and outlook by reference to a 1.5°C scenario, which assumes a rapid transition to a low-carbon society, and a 4°C scenario, which assumes insufficient progress in climate change mitigation measures, as set out below.
Key Risks
Potential Impact*2
Payment of fines or suspension of vehicle sales due to failure to meet fuel efficiency regulations
Medium/Long-term
High
Drop in unit sales of internal combustion engine (ICE) vehicles due to more stringent fuel efficiency regulations, etc.
Long-term
Increased costs due to the introduction of carbon tax and Emissions Trading System (ETS).
Medium
Operational impacts on production bases and the supply chain, including potential asset damage, resulting from natural disasters
Key Opportunities
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The time horizons are defined in alignment with the planning periods used in Honda’s strategic decision-making processes. Honda defines the time horizons based on when the impacts of risks and opportunities are reasonably expected to occur, as follows:
Short-term: Within one year from the end of the reporting period (aligned with the annual action plan period)
Medium-term: The period after the end of short-term through the fiscal year ending March 31, 2031 (aligned with Honda’s medium-term management plan period)
Long-term: The period after the end of medium-term through 2050 (2050 being the benchmark year for Honda’s carbon neutrality goals).
In assessing the magnitude of impacts of risks and opportunities, we apply quantitative monetary thresholds where financial impacts can be quantified and qualitative thresholds in other cases. Based on these criteria, the impacts are classified as follows:
High: ¥100 billion or more, or impacts at the company-wide level
Medium: ¥10 billion or more but less than ¥100 billion, or impacts spanning multiple regions
Low: ¥2.5 billion or more but less than ¥10 billion, or impacts limited to a specific region
(Impacts on the business model and value chain)
Areas where climate-related risks and opportunities are concentrated
The majority of our greenhouse gas emissions are attributable to CO2 emissions generated during the use phase of our products. As a result, among climate-related transition risks, we recognize that, with respect to the risk of penalty payments or sales suspension due to failure to meet fuel economy regulations, climate-related risks and opportunities are concentrated in our automobile business, and that the risk of a decrease in new internal combustion engine (ICE) vehicle sales due to the tightening of fuel economy and other regulations is concentrated in both our motorcycle and automobile businesses. Accordingly, we consider that climate-related risks and related opportunities are concentrated in these businesses.
The remainder of our greenhouse gas emissions arise from direct emissions from our corporate activities, indirect emissions from energy use, as well as emissions related to activities such as resource extraction and waste disposal.
These areas are where climate-related risks and opportunities are concentrated, particularly the risk of increased costs resulting from the introduction of carbon pricing mechanisms, such as carbon taxes and emissions trading schemes (ETS).
In addition, because our business model involves the use of water in our manufacturing processes, we recognize water-related risks associated with natural disasters as key climate-related physical risks. Among the regions where our vehicle assembly plants are located, we recognize India, Thailand, Vietnam, and Mexico as regions where physical risks are concentrated, given their elevated exposure to flood risk.
Current and future impacts of climate-related risks and opportunities
Honda is working toward achieving carbon neutrality by 2050 and has set up milestones to prioritize the reduction of CO2 emissions from the use of sold products, which account for a significant portion of our total emissions, as well as the reduction of CO2 emissions from our own corporate activities, which falls within our operational responsibility.
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The operating environment surrounding the automotive industry is changing rapidly, and uncertainty in our business environment is increasing due to factors such as changes in environmental regulations and developments in trade policy. Over the medium to long-term, if fuel-efficiency regulations or regulations promoting zero-emission vehicles (ZEVs) are strengthened, there is a possibility that Honda could face risks such as a decline in sales volumes of new ICE vehicles and the payment of penalties or the suspension of sales if regulatory requirements are not met.
While carefully assessing market conditions and demand trends in each region, Honda will accelerate a multifaceted approach to carbon neutrality by combining EVs, hybrid vehicles, carbon-neutral fuels, and carbon offset technologies.
With respect to CO2 emissions arising from our own corporate activities, we recognize a risk of financial impacts—such as increased tax burdens—associated with the expected introduction or expansion of carbon taxes and ETS. We intend to reduce CO2 emissions from corporate activities within our area of responsibility via three main categories of technologies, experience and expertise: (1) improving production efficiency and implementing energy-saving measures, (2) electrification of production equipment, and (3) utilization of renewable energy.
Beyond our own corporate activities, we are advancing CO2 reduction initiatives across the entire product life cycle—from the procurement of materials and components through design, development, production, logistics, sales, use, and end of life processing—in collaboration with a broad range of global partners.
(Impacts on strategy and decision-making)
Addressing Climate-related transition risks and opportunities
We position electrification, including EVs, as a long-term climate-related opportunity in achieving carbon neutrality by 2050. At the same time, in light of current demand trends, we are reviewing our powertrain portfolio and have made decisions to reallocate development and production resources, with a near-term focus on hybrid vehicles, which are experiencing strong demand, in order to enhance environmental performance. In making these decisions, we have taken into account the trade-offs between accelerating CO2 reductions through electrification and responding to the market environment.
Taking into account region-specific market environments and demand trends, we will accelerate a multi-faceted approach to achieving carbon neutrality by combining EVs, hybrid vehicles, carbon-neutral fuels, and carbon offset technologies. With respect to EVs, we plan to continue to introduce more competitive EV hardware platforms and advance research and development of next-generation batteries, including all-solid-state batteries in the long-term. In the short to medium-term, as we plan to continue sales of products equipped with internal combustion engines, we will also continue to improve the environmental performance of our motorcycle, automobile, and power products.
While electrification contributes to reducing CO2 emissions during the use phase of our products, CO2 emissions may still remain depending on the level of renewable energy adoption and application across countries and regions. In addition, we recognize the need to address the adoption and expansion of carbon-neutral fuels for ICE vehicles, including the vehicles owned.
Accordingly, Honda is committed not only to reducing CO2 emissions during the product-use phase but also to promoting the broader decarbonization of energy, through both increased use of renewable energy in our own operations and engagement in external policy and stakeholder initiatives.
Furthermore, Honda will consider opportunities to contribute more directly to the supply of clean energy to customers. Through these efforts, we aim to support the expansion of clean energy across society as a whole.
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We designate production sites that have effectively achieved zero CO2 emissions from our corporate activities as carbon-neutral factories, and we are promoting initiatives to reduce CO2 emissions across our corporate activities. At the Saitama Factory Automobile Plant, one of our automobile production bases, in the fourth quarter of the fiscal year ending March 31, 2026, Honda achieved its first carbon-neutral factory, which is currently in operation, through the application of three key elements: (1) improvements in production efficiency and the implementation of energy-saving measures, (2) electrification of production equipment, and (3) utilization of renewable energy.
We will continue working toward realizing carbon-neutral factories at all of our automobile production sites worldwide.
For information on our transition plan toward achieving carbon neutrality by 2050, please refer to “Concepts and Approaches to Sustainability—Sustainability-Related Financial Disclosures: 3. Strategy (Environmental Strategy).” For details related to resource allocation, please refer to “Item 4. B. Business Overview.”
Key initiatives and progress by business segment
In the motorcycle business, Honda unveiled its first electric motorcycle, the Honda WN7, at EICMA (held at the Fiera di Milano) in November 2025 and began supplying it to the European market. In January 2026, the Honda UC3 equipped with a fixed battery was launched in Thailand and Vietnam. In both countries, Honda will expand charging infrastructure by installing CHAdeMO charging stations for fixed-battery electric motorcycles, while also advancing the deployment of battery-swapping stations.
In the automobile business, to achieve carbon neutrality by 2050, Honda is promoting the steady adoption of EVs and reliable CO2 reduction through HEVs, while responding flexibly to changes in the market environment.
In the EV sector, we will steadily expand our lineup, beginning with the launch of the N-ONE e: in September 2025, followed by the rollout of the Super-ONE in Japan, the United Kingdom, and other Asian countries starting in 2026. Furthermore, the global strategic model Honda 0 a will be launched primarily in Japan and India, further strengthening the lineup in 2027. At the same time, to maximize environmental contributions during the transition to EVs, Honda is strengthening the use of highly efficient hybrid technologies. In addition to the PRELUDE launched in September 2025, the Company will apply next-generation hybrid system technologies developed in-house, expanding their use particularly in mid-size and large vehicle segments, where demand is high in the North American market.
Physical climate-related risks and adaptation measures
We assess flood and other water-related operational risks by using external water-risk assessment tools such as WRI’s “AQUEDUCT” and WWF’s “Water Risk Filter,” supplemented by adjustments based on inundation analyses (including CaMa-Flood*) and hazard maps. The assessment results are used to inform site-specific countermeasures and improvement plans.
At production sites located in regions with high physical risk, we implement measures to reduce potential impacts on our business operations, including securing elevation during site construction, installing backflow-prevention mechanisms for sewer lines during high-water events, and enhancing drainage capacity to prevent inland flooding. In addition, for regions exposed to water-scarcity or depletion risks, we implement water-saving measures and introduce recycling systems in areas where water-intake or discharge regulations are stringent. Through these initiatives, we work to reduce operation-related risks at each site.
* CaMa-Flood: A global-scale inundation simulation model used to estimate river discharge and flooding.
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(Climate resilience)
We conduct climate-related scenario analysis annually as part of our climate-related risk assessment process for the relevant reporting period. The disclosures presented in this report are based on the results of the analysis conducted during the latest reporting period.
Overview of scenario analysis
To assess and consider the potential impacts of climate change on our business, we have selected the following climate-related scenarios for our scenario analysis: (1) a 1.5°C scenario that reflects significant policy transitions aligned with the Paris Agreement goal of limiting global temperature rise to below 1.5°C; and (2) a 4°C scenario in which environmental regulations do not strengthen and physical risks become more pronounced.
Our scenario analysis covers our motorcycle, automobile, and power products operations, as well as the operational sites associated with these businesses. We assess climate-related transition risks, physical risks, and opportunities, and we quantify—where reasonably possible—the potential medium- to long-term financial impacts under each scenario. In quantifying the potential impacts, we apply a medium-term and long-term time horizon for transition risks and a long-term time horizon for physical risks.
The key assumptions under each scenario are as follows:
• 1.5°C scenario
Under the 1.5°C scenario, Honda refers to the International Energy Agency’s “Net Zero Emissions by 2050 Scenario (NZE)” and the Intergovernmental Panel on Climate Change (IPCC)’s AR6 “SSP1-1.9” pathway. This scenario assumes that, over the long-term, global measures toward achieving carbon neutrality by 2050 will advance, leading to the wider development and use of new technologies, broader adoption of carbon-free products, and increased utilization of renewable energy.
Although uncertainty in the business environment is increasing due to factors such as changes in environmental regulations that affect the pace of EV market expansion across regions and developments in trade policy trends, this scenario assumes that, over the long-term, fuel-efficiency regulations and zero-emission vehicle regulations will be further strengthened. As a result, demand for EVs and fuel cell electric vehicles (FCEVs) is expected to increase, particularly in developed markets.
• 4°C scenario
Under the 4°C scenario, we referred to the IPCC AR6 “SSP3-7.0” pathway. In this scenario, continued high levels of greenhouse-gas emissions lead to further temperature increases. As a result, the scenario assumes an increased frequency and severity of extreme weather events—such as typhoons and flooding—along with changes in rainfall patterns and rising sea levels, which collectively contribute to the heightened manifestation of physical climate-related risks.
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4. Metrics and Targets
Our climate-related targets are as follows:
15.0%
(Greenhouse Gas Emissions Target)
In pursuit of achieving carbon neutrality by 2050, we have established greenhouse gas emissions reduction targets with the fiscal year ending March 31, 2031 as the target year. These targets cover Scope 1, Scope 2, and Scope 3 (Category 11) greenhouse gas emissions of Honda.
The reduction rate for CO2 emissions from our corporate activities is set as an absolute target based on the gross emission amount from Honda. In line with the Paris Agreement, this target aims to achieve 46% reduction in GHG emissions compared with the fiscal year ended March 31, 2020. The target applies to Scope 1 emissions—including CO2, CH4, N2O, HFCs, PFCs, SF6, and NF3—and Scope 2 emissions measured using the market-based method.
In establishing this target, we did not apply the Science Based Targets initiative (SBTi) sectoral decarbonization approach; instead, the target was calculated using the SBTi cross-sector absolute contraction approach.
To address CO2 emissions arising from the use phase of our products, which represents a significant portion of Honda’s Scope 3 greenhouse gas emissions, we have established targets covering CO2-related Scope 3 emissions (Category 11). These targets include a total CO2 emissions target for products and a target for reducing the CO2 emissions intensity of products, measured as the reduction rate per unit compared with the fiscal year ended March 31, 2020.
These targets have been established with reference to the principles of the Paris Agreement and the SBTi Sectoral Decarbonization Approach.
Although we are advancing various measures and initiatives to reduce and limit CO2 emissions across our operations, we recognize that certain emissions may remain difficult to eliminate entirely. For those residual emissions, we consider the potential use of high-quality credits as one option within our broader approach to addressing climate change.
(Target setting, review, and monitoring processes)
Honda has identified ”Priority Issues” that it must focus on in order to achieve its ambitious goals for 2050 and realize its long-term vision. Based on these priority issues, we establish goals that look ten years ahead and are updated every five years, while also setting annual goals and formulating, executing, and evaluating strategies each fiscal year as part of our management processes.
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To monitor progress toward these targets, we set management indicators, including KGIs overseen by the Board of Directors and KPIs for which the Executive Council holds execution responsibility. Both bodies regularly monitor progress, thereby strengthening our governance and oversight of target achievement. In addition, the Board of Directors and the Executive Council exercise their monitoring functions to assess, as necessary, whether adjustments to the targets are warranted in light of changes in the business environment.
We have not obtained third-party assurance for these targets or for the methodologies used to establish them.
For details of the revisions to our climate-related targets during the reporting period and the period from the end of the reporting period to the date of issuance of this report, please refer to “Concepts and Approaches to Sustainability—Sustainability-Related Financial Disclosures: 4. Metrics and Targets.”
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As of March 31, 2026, the Company had 53 Japanese subsidiaries and 229 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
Function
Honda R&D Co., Ltd.
Honda Finance Co., Ltd.
American Honda Motor Co., Inc.
American Honda Finance Corporation
Honda Canada Inc.
Honda Canada Finance Inc.
Honda de Mexico, S.A. de C.V.
Honda Motor Europe Limited
Honda Finance Europe plc
Honda Motor (China) Investment Co., Ltd.
Honda Auto Parts Manufacturing Co., Ltd.
Honda Motorcycle & Scooter India (Private) Ltd.
Honda Cars India Limited
P.T. Honda Prospect Motor
Honda Malaysia Sdn Bhd
Asian Honda Motor Co., Ltd.
Honda Automobile (Thailand) Co., Ltd.
Thai Honda Co., Ltd.
Honda Vietnam Co., Ltd.
Honda South America Ltda.
Moto Honda da Amazonia Ltda.
Honda Automoveis do Brazil Ltda
Banco Honda S.A
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The following table sets out information, as of March 31, 2026, with respect to Honda’s principal manufacturing facilities, all of which are owned by Honda:
Location
Principal Products Manufactured
Yorii-machi, Osato-gun, Saitama, Japan
Hamamatsu, Shizuoka, Japan
Suzuka, Mie, Japan
Ozu-machi, Kikuchi-gun, Kumamoto, Japan
Greensboro, North Carolina, U.S.A.
Burlington, North Carolina, U.S.A
Marysville, Ohio, U.S.A
Anna, Ohio, U.S.A
East Liberty, Ohio, U.S.A
Lincoln, Alabama, U.S.A
Greensburg, Indiana, U.S.A
Alliston, Canada
El Salto, Mexico
Celaya, Mexico
Gurugram, India
Alwar, India
Narasapura, India
Ahemdabad, India
Karawang, Indonesia
Melaka, Malaysia
Batangas, Philippines
Prachinburi, Thailand
Bangkok, Thailand
Phuc Yen, Vietnam
Duy Tien, Vietnam
Buenos Aires, Argentina
Itirapina, Brazil
Manaus, Brazil
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, 2026, the Company’s property, with a net book value of approximately ¥2.7 billion, was subject to specific mortgages securing indebtedness.
Capital Expenditures
Capital expenditures in the fiscal year ended March 31, 2026 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.
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Total capital expenditures for the year amounted to ¥3,515.6 billion, decreased by ¥155.8 billion from the previous year. Also, total capital expenditures, excluding equipment on operating leases, for the year amounted to ¥751.3 billion, increased by ¥213.9 billion from the previous year. Spending by business segment is shown below.
Financial Services Business (Excluding Equipment on Operating Leases)
Total (Excluding Equipment on Operating Leases)
Intangible assets are not included in the table above.
In Motorcycle business, we made capital expenditures of ¥104,457 million in the fiscal year ended March 31, 2026. 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 ¥631,111 million in the fiscal year ended March 31, 2026. 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 ¥193 million in the fiscal year ended March 31, 2026, while capital expenditures for equipment on operating leases were ¥2,760,890 million.
In Power products business, capital expenditures of ¥18,977 million in the fiscal year ended March 31, 2026, were deployed to upgrade, streamline, and modernize manufacturing facilities, and to improve R&D facilities.
Plans after FYE Mar. 31, 2026
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.
The estimated amounts of capital expenditures for the fiscal year ending March 31, 2027 are shown below.
The estimated amount of capital expenditures for Financial services business in the above table does not include equipment on operating leases.
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Honda announced in April 2024 that we will start a full-scale study to establish a comprehensive EV value chain in Canada in order to strengthen the EV supply system for the future increase in demand for EVs in North America. While we previously announced in May 2025 our decision to postpone this plan due to a slowdown in EV demand, in light of the reassessment of the automobile electrification strategy announced in March 2026, we have now suspended this plan indefinitely.
In order to secure stable battery procurement in North America, the Company established an unconsolidated affiliate to manufacture lithium-ion batteries for electric vehicles in the United States during the fiscal year ended March 31, 2023. The affiliate began construction of a new battery plant early in 2023 and completed construction in 2024. During the year ended March 31, 2026, the Company’s consolidated subsidiary agreed with the Company’s affiliate to proceed with transactions involving the purchase of the buildings owned by the affiliate and the lease back of those assets to the affiliate with the subsidiary acting as the lessor for the lease term of 12 years. In May 2026, pursuant to this agreement, the purchase price of the assets and the lease payments were agreed upon between the Company’s consolidated subsidiary and the affiliate. The purchase price of the assets is US$2,530 million. Furthermore, due to the reassessment of the automobile electrification strategy in North America, Honda is considering repurposing the lithium-ion batteries production line for electric vehicles at the acquired facility for ESS(energy storage system) and HEV(Hybrid Electric Vehicle) batteries.
For information on Honda’s funding policies, see Item 5.B “Liquidity and Capital Resources—Overview of Capital Requirements, Sources and Uses”.
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.
You should read the following discussion of our financial positions and operating results together with our consolidated financial statements included in this Annual Report.
Overview
Honda aims to achieve a zero environmental impact of society of not only its products but also the entire product life cycle, including its corporate activities, and zero traffic collision fatalities involving our motorcycles and automobiles globally by 2050. For more details, please see Item 4. “Information on the Company—B. Business Overview—Preparing for the Future—Management Policies and Strategies.”
To achieve these goals, it will be essential to make investments strategically at the appropriate timing. We will leverage the stable business foundation of ICE and hybrid models in the Automobile business, as well as the strong profitability and cash generation capabilities of the Motorcycle business and Financial services business. As we continue to invest in the field of ”intelligence”, we will also continue to advance the shift of resources to EV business. With an eye on the timing when demand for EVs will resume expanding, we will continue to lay the groundwork for EV business from a long-term perspective, while taking into account short-term fluctuations in demand.
Our business is subject to a severe economic and social environment, and our profitability depends on various factors. At present, geopolitical risks in the Middle East are increasing and uncertainties regarding policy trends in various countries are rising, and we are closely monitoring these trends.
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Given changes in the EV market environment in the United States, as part of the revision of our product launch plans, we decided during the year ended March 31, 2026 to cancel the launch and development of certain EV models in the U.S., and to discontinue production or reduce production volume for EV models jointly developed under a certain alliance agreement in the U.S. For details of these social issues and the risks we are subject to, please see Item 4. “Information on the Company—B. Business Overview—Preparing for the Future— Financial Strategy.” and Item 4. “Information on the Company—B. Business Overview—Preparing for the Future—Challenges to be Addressed Preferentially”, Item 3.D “Risk Factors.” In the process of, or as a result of, dealing with such social issues and risks, our sales volumes may be affected and additional costs may be incurred, which may have a significant effect on our future profitability.
Business Environment
The economic environment surrounding Honda, its consolidated subsidiaries and its affiliates accounted for under the equity method in the fiscal year ended March 31, 2026 maintained a gradual recovery overall, although some regions showed weakness due to persistent uncertainty in international situations, including the situations in Ukraine, the Middle East and the South China Sea, trade policies of various countries, and others. In the United States, the economy continued a moderate expansion, driven by increased capital investment and robust consumer spending. In Europe, the economy showed signs of pickup, although the pace varied from country to country. In Asia, the economy expanded in India, and the Indonesian economy continued its moderate recovery. In China and Thailand, the economic recovery was limited. In Japan, domestic demand, mainly driven by capital investment and consumer spending, supported the economy, and a gradual recovery continued.
The trends, uncertainties, demands, commitments and events identified below may continue or recur, impacting the Company’s future financial results.
Overview of FYE Mar. 31, 2026 Operating Performance
Honda’s consolidated sales revenue for the fiscal year ended March 31, 2026, increased from the fiscal year ended March 31, 2025, due mainly to increased sales revenue in Motorcycle business, which was partially offset by decreased sales revenue in Automobile business as well as negative foreign currency translation effects. Operating profit in the previous fiscal year turned into an operating loss, due mainly to the impact of EV-related losses as well as tariff impacts, which was partially offset by increased profit attributable to price and cost impacts. For further detail, see note “(4) Segment Information” to the accompanying consolidated financial statements for a description of the impact of EV-related losses.
Honda’s consolidated unit sales of motorcycles, all-terrain vehicles (ATVs), and side-by-sides (SxS) in the fiscal year ended March 31, 2026 totaled 14,673 thousand units, increased by 7.2% from the previous fiscal year, mainly due to the increases in consolidated unit sales primarily in India, Brazil, and the Philippines, which were offset by a decrease in consolidated unit sales in Turkey.
Honda’s consolidated unit sales of automobiles in the fiscal year ended March 31, 2026 totaled 2,711 thousand units, decreased by 4.5% from the previous fiscal year, mainly due to a decrease in consolidated unit sales primarily in Asia.
Honda’s consolidated unit sales of power products in the fiscal year ended March 31, 2026 totaled 3,589 thousand units, decreased by 3.0% from the previous fiscal year, mainly due to a decrease in consolidated unit sales primarily in Asia, which was offset by an increase in consolidated unit sales in Europe.
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FYE Mar. 31, 2026 Compared with FYE Mar. 31, 2025
Sales Revenue
Honda’s consolidated sales revenue for the fiscal year ended March 31, 2026, increased by ¥107.8 billion, or 0.5%, to ¥21,796.6 billion from the fiscal year ended March 31, 2025, due mainly to increased sales revenue in Motorcycle business, which was partially offset by decreased sales revenue in Automobile business as well as negative foreign currency translation effects. 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 ¥255.4 billion, or 1.2%, compared to the increase as reported of ¥107.8 billion, which includes negative foreign currency translation effects.
Operating Costs and Expenses
Operating costs and expenses increased by ¥1,735.6 billion, or 8.5%, to ¥22,210.9 billion from the previous fiscal year. Cost of sales increased by ¥1,168.6 billion, or 6.9%, to ¥18,193.4 billion from the previous fiscal year, due mainly to the impact of EV-related losses as well as tariff impacts. Selling, general and administrative expenses increased by ¥125.8 billion, or 5.4%, to ¥2,476.8 billion from the previous fiscal year, due mainly to increased expenses. Research and development expenses increased by ¥441.1 billion, or 40.1%, to ¥1,540.6 billion from the previous fiscal year, due mainly to the impact of EV-related losses.
Operating Loss
Operating loss was ¥414.3 billion, a decrease of ¥1,627.8 billion from the previous fiscal year, due mainly to the impact of EV-related losses as well as tariff impacts, which was partially offset by increased profit attributable to price and cost impacts. Honda estimates that by excluding negative foreign currency effects of approximately ¥77.0 billion, operating profit would have decreased by approximately ¥1,550.7 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.
(1) “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.
(2) With respect to “price and cost impacts”, management analyzed effects of changes in sales price, cost reductions, effects of raw material cost fluctuations and others, excluding foreign currency effects.
(3) With respect to “sales impacts”, management analyzed changes in sales volume and mix of product models sold that resulted in increases/decreases in profit, changes in sales revenue of Financial services business that resulted in increases/decreases in profit as well as certain other reasons for increases/decreases in sales revenue and cost of sales, excluding foreign currency effects.
(4) With respect to “expenses”, management analyzed reasons for an increase/decrease in selling, general and administrative expenses from the previous fiscal year excluding foreign currency translation effects.
(5) With respect to “Research and Development expenses”, management analyzed reasons for an increase/decrease in research and development expenses from the previous fiscal year excluding foreign currency translation effects.
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The estimates excluding the foreign currency effects are not on the same basis 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.
Loss before Income Taxes
Loss before income taxes was ¥403.3 billion, a decrease of ¥1,720.9 billion from the previous fiscal year. The main factors behind this decrease, except factors relating to operating profit, are as follows:
Share of profit (loss) of investments accounted for using the equity method had a negative impact of ¥163.0 billion, due mainly to the impact of EV-related losses.
Finance income and finance costs had a positive impact of ¥69.9 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 decreased by ¥464.8 billion to credit of ¥50.2 billion from the previous fiscal year. The average effective tax rate decreased 19.0 percentage points to 12.5% from the previous fiscal year. For further details, see “(a) Income Tax Expense” of note “(23) Income Taxes” to the accompanying consolidated financial statements.
Loss for the Year
Loss for the year was ¥353.0 billion, a decrease of ¥1,256.0 billion from the previous fiscal year.
Loss for the Year Attributable to Owners of the Parent
Loss for the year attributable to owners of the parent was ¥423.9 billion, a decrease of ¥1,259.7 billion from the previous fiscal year.
Profit for the Year Attributable to Non-controlling Interests
Profit for the year attributable to non-controlling interests increased by ¥3.7 billion, or 5.5%, to ¥70.9 billion from the previous fiscal year.
Business Segments
Honda’s consolidated unit sales of motorcycles, all-terrain vehicles (ATVs) and side-by-sides (SxS) totaled 14,673 thousand units, increased by 7.2% from the previous fiscal year, due mainly to increased consolidated unit sales in Asia.
Sales revenue from external customers increased by ¥392.2 billion, or 10.8%, to ¥4,018.8 billion from the previous fiscal year, due mainly to increased consolidated unit sales. Despite changes in sales price, the impact of the 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 ¥432.2 billion, or 11.9%, compared to the increase as reported of ¥392.2 billion, which includes negative foreign currency translation effects.
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Operating costs and expenses increased by ¥323.7 billion, or 10.9%, to ¥3,286.9 billion from the previous fiscal year. Cost of sales increased by ¥273.3 billion, or 11.0%, to ¥2,766.3 billion, due mainly to an increase in costs attributable to increased consolidated unit sales. Selling, general and administrative expenses increased by ¥53.1 billion, or 14.6%, to ¥418.6 billion, due mainly to increased expenses. Research and development expenses decreased by ¥2.7 billion, or 2.6%, to ¥101.9 billion.
Operating profit increased by ¥68.4 billion, or 10.3%, to ¥731.9 billion from the previous fiscal year, due mainly to an increase in profit attributable to sales impacts as well as price and cost impacts, which was partially offset by increased expenses.
Total demand for motorcycles in Japan* decreased by around 5% from the previous fiscal year to approximately 350 thousand units in the fiscal year ended March 31, 2026.
Honda’s consolidated unit sales in Japan decreased by 8.5% from the previous fiscal year to 205 thousand units in the fiscal year ended March 31, 2026, mainly due to a decrease in unit sales of the Dio 110, which was partially offset by an increase in unit sales of the Super Cub 50.
Source: JAMA (Japan Automobile Manufacturers Association)
Total demand for motorcycles and ATVs in the United States*, the principal market within North America, decreased by around 7% from the previous year to approximately 660 thousand units in calendar year 2025.
Honda’s consolidated unit sales in North America decreased by 1.8% from the previous fiscal year to 538 thousand units in the fiscal year ended March 31, 2026, mainly due to a decrease in unit sales of the GROM primarily in the United States.
Source: MIC (Motorcycle Industry Council)
The total includes motorcycles and ATVs, but does not include side-by-sides (SxS).
Total demand for motorcycles in Europe*1 decreased by around 12% from the previous year to approximately 1,140 thousand units in calendar year 2025.
Honda’s consolidated unit sales in Europe decreased by 14.3% from the previous fiscal year to 407 thousand units in the fiscal year ended March 31, 2026, mainly due to a decrease in unit sales of the PCX.
This is based on Honda research and only includes the following 10 countries: the United Kingdom, Germany, France, Italy, Spain, Switzerland, Portugal, the Netherlands, Belgium, and Austria. The total includes ICE vehicles, but does not include EVs, EMs and EBs*2.
EM: Electric Moped with a maximum speed ranging from 25km/h to 50km/h
EB: Electric Bicycle with a maximum speed of 25 km/h or slower
Excluding battery-assisted bicycles
Total demand for motorcycles in India*1, the largest market within Asia, remained basically unchanged from the previous year at approximately 19,240 thousand units in calendar year 2025. Total demand for motorcycles in the other countries in Asia*2 increased by around 3% from the previous year to approximately 18,410 thousand units in calendar year 2025, mainly due to an increase in unit sales in Pakistan, which was offset by a decrease in unit sales in China.
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Honda’s consolidated unit sales in Asia increased by 6.8% from the previous fiscal year to 11,310 thousand units in the fiscal year ended March 31, 2026, mainly due to the increases in unit sales of the Activa and SP series in India.
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. Unit sales increased by around 1% from the previous fiscal year to approximately 4,940 thousand units in the fiscal year ended March 31, 2026, mainly due to the increases in unit sales of the Stylo 160 and Vario 125.
This is based on Honda research. The total includes ICE vehicles, but does not include EVs, EMs and EBs.
This is based on Honda research and only includes the following seven countries: Thailand, Indonesia, Malaysia, the Philippines, Vietnam, Pakistan, and China. The total includes ICE vehicles, but does not include EVs, EMs and EBs.
Total demand for motorcycles in Brazil*, the principal market within Other Regions, increased by around 14% from the previous year to approximately 1,960 thousand units in calendar year 2025.
Honda’s consolidated unit sales increased by 19.8% from the previous fiscal year to 2,213 thousand units in the fiscal year ended March 31, 2026, mainly due to the increases in unit sales of the Pop 110i ES and CG 160 series in Brazil.
Source: ABRACICLO (Associação Brasileira dos Fabricantes de Motocicletas, Ciclomotores, Motonetas, Bicicletas e Similares (the Brazilian Association of Manufacturers of Motorcycle, Moped, Bicycles and Similar))
Honda’s consolidated unit sales of automobiles totaled 2,711 thousand units, decreased by 4.5% from the previous fiscal year, due mainly to decreased consolidated unit sales in Asia and North America.
Sales revenue from external customers decreased by ¥305.8 billion, or 2.2%, to ¥13,863.3 billion from the previous fiscal year, due mainly to decreased consolidated unit sales as well as negative foreign currency translation effects. Despite changes in sales price, the impact of the 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 ¥222.9 billion, or 1.6%, compared to the decrease as reported of ¥305.8 billion, which includes negative foreign currency translation effects. Sales revenue including intersegment sales decreased by ¥300.9 billion, or 2.1%, to ¥14,166.9 billion from the previous fiscal year.
Operating costs and expenses increased by ¥1,354.0 billion, or 9.5%, to ¥15,578.0 billion from the previous fiscal year. Cost of sales increased by ¥949.2 billion, or 8.2%, to ¥12,505.1 billion, due mainly to the impact of EV-related losses as well as tariff impacts. Selling, general and administrative expenses decreased by ¥40.7 billion, or 2.4%, to ¥1,666.3 billion, due mainly to decreased expenses including product warranty expenses. Research and development expenses increased by ¥445.5 billion, or 46.4%, to ¥1,406.5 billion due mainly to the impact of EV-related losses.
Operating loss was ¥1,411.1 billion, a decrease of ¥1,654.9 billion from the previous fiscal year, due mainly to the impact of EV-related losses as well as tariff impacts, which was partially offset by increased profit attributable to price and cost impacts.
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Proportion of retail unit sales by vehicle category and principal automobile products:
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 15% higher, our passenger cars category was approximately 5% lower and our mini vehicles category was approximately 70% lower compared with weighted average contribution margin for the fiscal year ended March 31, 2026. 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.
Total demand for automobiles in Japan*1 decreased by around 1% from the previous fiscal year to approximately 4,530 thousand units in the fiscal year ended March 31, 2026.
Honda’s consolidated unit sales in Japan*2 decreased by 4.5% from the previous fiscal year to 515 thousand units in the fiscal year ended March 31, 2026, mainly due to a decrease in unit sales of the WR-V.
Honda’s unit production of automobiles in Japan increased by 2.1% from the previous fiscal year to 707 thousand units in the fiscal year ended March 31, 2026.
Source: JAMA (Japan Automobile Manufacturers Association), as measured by the number of regular vehicle registrations (661cc or higher) and mini vehicles (660cc or lower)
Certain sales of automobiles that are financed with residual value type auto loans and others by our Japanese finance subsidiaries and provided through our consolidated subsidiaries are accounted for as operating leases in conformity with IFRS and are not included in consolidated sales revenue to external customers in the Automobile business. Accordingly, they are not included in consolidated unit sales.
Total demand for automobiles in the United States*, the principal market within North America, increased by around 2% from the previous year to approximately 16,350 thousand units in calendar year 2025.
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Honda’s consolidated unit sales in North America decreased by 3.0% from the previous fiscal year to 1,605 thousand units in the fiscal year ended March 31, 2026, mainly due to the decreases in unit sales of the PROLOGUE and PILOT.
Honda’s unit production of automobiles in North America decreased by 3.5% from the previous fiscal year to 1,552 thousand units in the fiscal year ended March 31, 2026.
Source: Autodata
Total demand for automobiles in Europe* increased by around 2% from the previous year to approximately 13,270 thousand units in calendar year 2025.
Honda’s consolidated unit sales in Europe decreased by 3.2% from the previous fiscal year to 90 thousand units in the fiscal year ended March 31, 2026, mainly due to a decrease in unit sales of the CITY.
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.
Total demand for automobiles in Asia*1 increased by around 4% from the previous year to approximately 9,230 thousand units in calendar year 2025, mainly due to the increases in demand in India and Vietnam, which were offset by the decreases in Taiwan and Indonesia. Total demand for automobiles in China*2 increased by around 10% from the previous year to approximately 34,600 thousand units in calendar year 2025.
Honda’s consolidated unit sales in Asia decreased by 13.6% from the previous fiscal year to 343 thousand units in the fiscal year ended March 31, 2026, mainly due to the decreases in unit sales of the BRIO and HR-V in Indonesia.
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 substantially decreased by 25.4% from the previous fiscal year to 586 thousand units in the fiscal year ended March 31, 2026, mainly due to a decrease in unit sales of the BREEZE.
Honda’s unit production by consolidated subsidiaries in Asia*3 substantially decreased by 21.1% from the previous fiscal year to 375 thousand units in the fiscal year ended March 31, 2026.
Meanwhile, unit production by Chinese joint ventures Dongfeng Honda Automobile Co., Ltd. and GAC Honda Automobile Co., Ltd. substantially decreased by 17.0% from the previous fiscal year to 637 thousand units in the fiscal year ended March 31, 2026.
The total is based on Honda research and includes the following markets: Thailand, Indonesia, Malaysia, the Philippines, Vietnam, India, Pakistan, and Taiwan.
Source: CAAM (China Association of Automobile Manufacturers)
The total includes the following markets: Thailand, Indonesia, Malaysia, Vietnam, India, Pakistan, and Taiwan.
Total demand for automobiles in Brazil*, the principal market within Other Regions, increased by around 3% from the previous year to approximately 2,550 thousand units in calendar year 2025.
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Honda’s consolidated unit sales increased by 0.6% from the previous fiscal year to 158 thousand units in the fiscal year ended March 31, 2026, mainly due to an increase in unit sales of the WR-V in Brazil.
Unit production at Honda’s plant in Brazil increased by 3.2% from the previous fiscal year to 102 thousand units in the fiscal year ended March 31, 2026.
Source: ANFAVEA (Associação Nacional dos Fabricantes de Veiculos Automotores (the Brazilian Automobile Association)) The total includes passenger cars and light commercial vehicles.
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, 2026, increased by ¥1,650.4 billion, or 11.2%, to ¥16,327.2 billion from March 31, 2025. Honda estimates that by applying Japanese yen exchange rates as of March 31, 2025, total amount of receivables from financial services and equipment on operating leases of finance subsidiaries as of March 31, 2026 would have increased by approximately ¥602.5 billion, or 4.1%, from March 31, 2025.
Sales revenue from external customers increased by ¥21.7 billion, or 0.6%, to ¥3,529.4 billion from the previous fiscal year, due mainly to increased operating lease revenues, which was partially offset by decreased revenues on disposition of lease vehicles as well as negative foreign currency translation effects. 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 ¥50.0 billion, or 1.4%, compared to the increase as reported of ¥21.7 billion, which includes negative foreign currency translation effects. Sales revenue including intersegment sales increased by ¥20.5 billion, or 0.6%, to ¥3,532.7 billion from the previous fiscal year.
Operating costs and expenses increased by ¥60.6 billion, or 1.9%, to ¥3,257.2 billion from the previous fiscal year. Cost of sales decreased by ¥48.9 billion, or 1.6%, to ¥2,936.1 billion from the previous fiscal year, due mainly to a decrease in costs attributable to decreased revenues on disposition of lease vehicles as well as foreign currency effects. Selling, general and administrative expenses increased by ¥109.6 billion, or 51.8%, to ¥321.1 billion from the previous fiscal year, due mainly to increased expenses.
Operating profit decreased by ¥40.1 billion, or 12.7%, to ¥275.5 billion from the previous fiscal year, due mainly to increased expenses.
Honda’s consolidated unit sales of power products totaled 3,589 thousand units, decreased by 3.0% from the previous fiscal year, due mainly to decreased consolidated unit sales in Asia.
Sales revenue from external customers totaled to ¥384.9 billion basically unchanged from the previous fiscal year. 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 ¥3.9 billion, or 1.0%. Sales revenue including intersegment sales increased by ¥5.7 billion, or 1.4%, to ¥420.3 billion from the previous fiscal year.
Operating costs and expenses increased by ¥6.9 billion, or 1.6%, to ¥431.0 billion from the previous fiscal year. Cost of sales increased by ¥4.8 billion, or 1.5%, to ¥328.0 billion, due mainly to foreign currency effects. Selling, general and administrative expenses increased by ¥3.8 billion, or 5.7%, to ¥70.8 billion, due mainly to increased expenses. Research and development expenses decreased by ¥1.6 billion, or 4.9%, to ¥32.1 billion from the previous fiscal year.
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Operating loss was ¥10.6 billion, an increase of ¥1.2 billion from the previous fiscal year, due mainly to increased expenses as well as negative foreign currency effects, which was partially offset by increased profit attributable to sales impacts in Power products business. In addition, operating loss of aircraft and aircraft engines included in Power products and other businesses was ¥37.2 billion, an improvement of ¥1.6 billion from the previous fiscal year.
Honda’s consolidated unit sales in Japan increased by 7.9% from the previous fiscal year to 300 thousand units in the fiscal year ended March 31, 2026, mainly due to an increase in unit sales of OEM engines*.
OEM (Original Equipment Manufacturer) engines refer to engines installed on products sold under a third-party brand.
Honda’s consolidated unit sales in North America decreased by 9.1% from the previous fiscal year to 927 thousand units in the fiscal year ended March 31, 2026, mainly due to a decrease in unit sales of lawn mowers.
Honda’s consolidated unit sales in Europe increased by 9.4% from the previous fiscal year to 712 thousand units in the fiscal year ended March 31, 2026, mainly due to an increase in unit sales of OEM engines.
Honda’s consolidated unit sales in Asia decreased by 8.4% from the previous fiscal year to 1,295 thousand units in the fiscal year ended March 31, 2026, mainly due to a decrease in unit sales of OEM engines.
Honda’s consolidated unit sales in Other Regions increased by 5.0% from the previous fiscal year to 355 thousand units in the fiscal year ended March 31, 2026, mainly due to an increase in unit sales of OEM engines.
Geographical Information Based on the Location of the Company and Its Subsidiaries
As of and for the year ended March 31, 2025
Sales revenue
Operating profit (loss)
As of and for the year ended March 31, 2026
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notes:
Major countries in each geographic area:
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 (loss) of investments accounted for using the equity method and finance income and finance costs.
Reconciling items are elimination of inter-geographic transactions.
In Japan, sales revenue from domestic and export sales decreased by ¥135.2 billion, or 2.4%, to ¥5,449.2 billion from the previous fiscal year, due mainly to decreased sales revenue in Automobile business. Operating loss was ¥765.0 billion, a decrease of ¥956.1 billion from the previous fiscal year, due mainly to the impact of EV-related losses.
In North America, where the United States is the principal market, sales revenue decreased by ¥226.3 billion, or 1.7%, to ¥12,881.9 billion from the previous fiscal year, due mainly to decreased sales revenue in Automobile business as well as negative foreign currency translation effects. Operating loss was ¥227.3 billion, a decrease of ¥662.5 billion from the previous fiscal year, due mainly to the impact of EV-related losses as well as tariff impacts.
In Europe, sales revenue increased by ¥69.2 billion, or 7.3%, to ¥1,015.5 billion from the previous fiscal year, due mainly to increased sales revenue in the Automobile business as well as positive foreign currency translation effects. Operating profit increased by ¥10.5 billion, or 197.5%, to ¥15.8 billion from the previous fiscal year, due mainly to an increase in profit attributable to sales impacts as well as price and cost impacts, which was partially offset by increased expenses.
In Asia, sales revenue totaled to ¥4,880.4 billion basically unchanged from the previous fiscal year, due mainly to decreased sales revenue in Automobile business which was partially offset by increased sales revenue in the Motorcycle business. Operating profit decreased by ¥55.7 billion, or 13.6%, to ¥352.5 billion from the previous fiscal year, due mainly to the impact of EV-related losses as well as decreased profit attributable to sales impacts which was partially offset by increased profit attributable to price and cost impacts.
In Other Regions, sales revenue increased by ¥206.1 billion, or 16.8%, to ¥1,432.3 billion from the previous fiscal year, due mainly to increased sales revenue in the Motorcycle business. Operating profit increased by ¥36.1 billion, or 20.3%, to ¥214.0 billion from the previous fiscal year, due mainly to increased profit attributable to sales impacts, which was partially offset by increased expenses.
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FYE Mar. 31, 2025 Compared with FYE Mar. 31, 2024
Honda’s consolidated sales revenue for the fiscal year ended March 31, 2025, increased by ¥1,259.9 billion, or 6.2%, to ¥21,688.7 billion from the fiscal year ended March 31, 2024, due mainly to increased sales revenue in Motorcycle business as well as positive foreign currency translation effects. 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 ¥623.3 billion, or 3.1%, compared to the increase as reported of ¥1,259.9 billion, which includes positive foreign currency translation effects.
Operating costs and expenses increased by ¥1,428.4 billion, or 7.5%, to ¥20,475.2 billion from the previous fiscal year. Cost of sales increased by ¥1,008.1 billion, or 6.3%, to ¥17,024.7 billion from the previous fiscal year, due mainly to increased costs attributable to increased consolidated sales revenue in Motorcycle business as well as foreign currency effects. Selling, general and administrative expenses increased by ¥244.4 billion, or 11.6%, to ¥2,351.0 billion from the previous fiscal year, due mainly to increased expenses as well as the change in the estimation model for automobile product warranties*. Research and development expenses increased by ¥175.8 billion, or 19.0%, to ¥1,099.4 billion from the previous fiscal year.
During the year ended March 31, 2025, it was made possible for Honda to make reliable estimates of product warranty costs at the time products are sold to customers, since the number of automobile product units subject to specific warranty programs has increased in the recent fiscal years, historical data to support the use of its estimate on specific warranty program costs have sufficiently accumulated, and “Quality Innovation Operations” has been established to monitor progress of specific warranty programs and related costs across Honda. As such, Honda changed the estimation model to accrue the provisions comprehensively for specific warranty programs of automobile products manufactured at our major production bases at the time of vehicle sales for the year ended March 31, 2025. The change in the estimation model resulted in the increase of provisions for product warranties by ¥127,554 million for the year ended March 31, 2025, which is included in selling, general and administrative in the consolidated statements of income and included in Automobile business.
Operating Profit
Operating profit decreased by ¥168.4 billion, or 12.2%, to ¥1,213.4 billion from the previous fiscal year, due mainly to decreased profit attributable to sales impacts, increased research and development expenses as well as the change in the estimation model for automobile product warranties, which was partially offset by increased profit attributable to price and cost impacts. Honda estimates that by excluding negative foreign currency effects of approximately ¥93.6 billion, operating profit would have decreased by approximately ¥74.8 billion.
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Profit before Income Taxes
Profit before income taxes decreased by ¥324.7 billion, or 19.8%, to ¥1,317.6 billion from the previous fiscal year. The main factors behind this decrease, except factors relating to operating profit, are as follows:
Share of profit (loss) of investments accounted for using the equity method had a negative impact of ¥109.8 billion, due mainly to decreased profit at affiliates and joint ventures in Asia.
Finance income and finance costs had a negative impact of ¥46.4 billion, due mainly to effect from gains or losses on foreign exchange, which was partially offset by increased interest income. For further details, see note “(22) Finance Income and Finance Costs” to the accompanying consolidated financial statements.
Income tax expense decreased by ¥45.1 billion, or 9.8%, to ¥414.6 billion from the previous fiscal year. The average effective tax rate increased by 3.5 percentage points to 31.5% 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 ¥279.5 billion, or 23.6%, to ¥903.0 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 ¥271.3 billion, or 24.5%, to ¥835.8 billion from the previous fiscal year.
Profit for the year attributable to non-controlling interests decreased by ¥8.2 billion, or 10.9%, to ¥67.1 billion from the previous fiscal year.
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Honda’s consolidated unit sales of motorcycles, all-terrain vehicles (ATVs) and side-by-sides (SxS) totaled 13,685 thousand units, increased by 12.0% from the previous fiscal year, due mainly to increased consolidated unit sales in Asia.
Sales revenue from external customers increased by ¥406.4 billion, or 12.6%, to ¥3,626.6 billion from the previous fiscal year, due mainly to increased consolidated unit sales. Despite changes in sales price, the impact of the 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 ¥440.7 billion, or 13.7%, compared to the increase as reported of ¥406.4 billion, which includes negative foreign currency translation effects.
Operating costs and expenses increased by ¥299.2 billion, or 11.2%, to ¥2,963.1 billion from the previous fiscal year. Cost of sales increased by ¥267.2 billion, or 12.0%, to ¥2,493.0 billion, due mainly to an increase in costs attributable to increased consolidated unit sales as well as foreign currency effects. Selling, general and administrative expenses increased by ¥8.9 billion, or 2.5%, to ¥365.4 billion, due mainly to increased expenses. Research and development expenses increased by ¥22.9 billion, or 28.1%, to ¥104.6 billion.
Operating profit increased by ¥107.2 billion, or 19.3%, to ¥663.4 billion from the previous fiscal year, due mainly to increased profit attributable to price and cost impacts, which was partially offset by negative foreign currency effects.
Total demand for motorcycles in Japan* decreased by around 6% from the previous fiscal year to approximately 370 thousand units in the fiscal year ended March 31, 2025.
Honda’s consolidated unit sales in Japan decreased by 7.1% from the previous fiscal year to 224 thousand units in the fiscal year ended March 31, 2025, mainly due to the decreases in sales units of the Dax125 and CT125 Hunter Cub, despite an increase in sales units of the Super Cub 50.
Total demand for motorcycles and all-terrain vehicles (ATVs) in the United States*, the principal market within North America, decreased by around 4% from the previous year to approximately 700 thousand units in calendar year 2024.
Honda’s consolidated unit sales in North America increased by 10.0% from the previous fiscal year to 548 thousand units in the fiscal year ended March 31, 2025, mainly due to an increase in sales units of the Navi primarily in Mexico.
Total demand for motorcycles in Europe*1 increased by around 5% from the previous year to approximately 1,240 thousand units in calendar year 2024.
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Honda’s consolidated unit sales in Europe increased by 8.0% from the previous fiscal year to 475 thousand units in the fiscal year ended March 31, 2025, mainly due to an increase in sales units of the PCX.
Based on Honda research. Only includes the following 10 countries: the United Kingdom, Germany, France, Italy, Spain, Switzerland, Portugal, the Netherlands, Belgium, and Austria. The total includes ICE vehicles, but does not include EVs, EMs and EBs*2.
Total demand for motorcycles in India*1, the largest market within Asia, increased by around 15% from the previous year to approximately 19,160 thousand units in calendar year 2024. Total demand for motorcycles in the other countries in Asia*2 decreased by around 1% from the previous year to approximately 18,210 thousand units in calendar year 2024, mainly due to a decrease in sales units in China, which was offset by an increase in sales units in Indonesia.
Honda’s consolidated unit sales in Asia increased by 12.5% from the previous fiscal year to 10,591 thousand units in the fiscal year ended March 31, 2025, mainly due to the increases in sales units of the Activa and SP series in India.
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. Unit sales increased by around 3% from the previous fiscal year to approximately 4,910 thousand units in the fiscal year ended March 31, 2025, mainly due to the increases in sales units of the Stylo 160 and PCX.
Based on Honda research. The total includes ICE vehicles, but does not include EVs, EMs and EBs.
Based on Honda research. Only includes the following seven countries: Thailand, Indonesia, Malaysia, the Philippines, Vietnam, Pakistan, and China. The total includes ICE vehicles, but does not include EVs, EMs and EBs.
Total demand for motorcycles in Brazil*, the principal market within Other Regions, increased by around 12% from the previous year to approximately 1,710 thousand units in calendar year 2024.
Honda’s consolidated unit sales increased by 13.7% from the previous fiscal year to 1,847 thousand units in the fiscal year ended March 31, 2025, mainly due to the increases in sales units of the Biz series and the Pop 110i ES in Brazil.
Source: ABRACICLO (Brazilian Association of Manufacturers of Motorcycle, Moped, Bicycles and Similar)
Honda’s consolidated unit sales of automobiles totaled 2,840 thousand units, decreased by 0.6% from the previous fiscal year, due mainly to decreased consolidated unit sales in Asia.
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Sales revenue from external customers increased by ¥601.6 billion, or 4.4%, to ¥14,169.2 billion from the previous fiscal year, due mainly to positive foreign currency translation effects. Despite changes in sales price, the impact of the 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 ¥82.0 billion, or 0.6%, compared to the increase as reported of ¥601.6 billion, which includes positive foreign currency translation effects. Sales revenue including intersegment sales increased by ¥676.3billion, or 4.9%, to ¥14,467.8 billion from the previous fiscal year.
Operating costs and expenses increased by ¥993.1 billion, or 7.5%, to ¥14,224.0 billion from the previous fiscal year. Cost of sales increased by ¥645.9 billion, or 5.9%, to ¥11,555.9 billion, due mainly to foreign currency effects. Selling, general and administrative expenses increased by ¥200.5 billion, or 13.3%, to ¥1,707.1 billion, due mainly to an increase in expenses as well as the change in the estimation model for automobile product warranties. Research and development expenses increased by ¥146.6 billion, or 18.0%, to ¥960.9 billion.
Operating profit decreased by ¥316.7 billion, or 56.5%, to ¥243.8 billion from the previous fiscal year, due mainly to decreased profit attributable to sales impacts, increased research and development expenses as well as the change in the estimation model for automobile product warranties, which was partially offset by increased profit attributable to price and cost impacts.
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 and passenger cars category were approximately 10% higher, and our mini vehicles category was approximately 70% lower compared with weighted average contribution margin for the fiscal year ended March 31, 2025. 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.
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Total demand for automobiles in Japan*1 increased by around 1% from the previous fiscal year to approximately 4,570 thousand units in the fiscal year ended March 31, 2025.
Honda’s consolidated unit sales in Japan*2 increased by 2.7% from the previous fiscal year to 539 thousand units in the fiscal year ended March 31, 2025, mainly due to an increase in sales units of the WR-V.
Honda’s unit production of automobiles in Japan decreased by 2.0% from the previous fiscal year to 693 thousand units in the fiscal year ended March 31, 2025.
Total demand for automobiles in the United States*, the principal market within North America, increased by around 3% from the previous year to approximately 16,040 thousand units in calendar year 2024.
Honda’s consolidated unit sales in North America increased by 1.6% from the previous fiscal year to 1,654 thousand units in the fiscal year ended March 31, 2025, mainly due to the increases in sales units of the PROLOGUE and CIVIC.
Honda’s unit production of automobiles in North America increased by 0.6% from the previous fiscal year to 1,608 thousand units in the fiscal year ended March 31, 2025.
Total demand for automobiles in Europe* increased by around 1% from the previous year to approximately 12,960 thousand units in calendar year 2024.
Honda’s consolidated unit sales in Europe decreased by 9.7% from the previous fiscal year to 93 thousand units in the fiscal year ended March 31, 2025, mainly due to a decrease in sales units of the ZR-V.
Total demand for automobiles in Asia*1 increased by around 1% from the previous year to approximately 8,900 thousand units in calendar year 2024, mainly due to the increases in demand in India and the Philippines, which were offset by the decreases in Thailand and Indonesia. Total demand for automobiles in China*2 increased by around 4% from the previous year to approximately 31,430 thousand units in calendar year 2024.
Honda’s consolidated unit sales in Asia decreased by 15.2% from the previous fiscal year to 397 thousand units in the fiscal year ended March 31, 2025, mainly due to the decreases in sales units of the BR-V and WR-V in Indonesia.
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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 substantially decreased by 33.7% from the previous fiscal year to 786 thousand units in the fiscal year ended March 31, 2025, mainly due to a decrease in sales units of the CIVIC.
Honda’s unit production by consolidated subsidiaries in Asia*3 decreased by 14.8% from the previous fiscal year to 476 thousand units in the fiscal year ended March 31, 2025.
Meanwhile, unit production by Chinese joint ventures Dongfeng Honda Automobile Co., Ltd. and GAC Honda Automobile Co., Ltd. substantially decreased by 33.9% from the previous fiscal year to 768 thousand units in the fiscal year ended March 31, 2025.
Total demand for automobiles in Brazil*, the principal market within Other Regions, increased by around 14% from the previous year to approximately 2,480 thousand units in calendar year 2024.
Honda’s consolidated unit sales increased by 18.9% from the previous fiscal year to 157 thousand units in the fiscal year ended March 31, 2025, mainly due to an increase in sales units of the CITY in Brazil.
Unit production at Honda’s plant in Brazil substantially increased by 27.0% from the previous fiscal year to 99 thousand units in the fiscal year ended March 31, 2025.
Total amount of receivables from financial services and equipment on operating leases of finance subsidiaries on March 31, 2025, increased by ¥1,298.7 billion, or 9.7%, to ¥14,676.8 billion from March 31, 2024. Honda estimates that by applying Japanese yen exchange rates as of March 31, 2024, total amount of receivables from financial services and equipment on operating leases of finance subsidiaries as of March 31, 2025 would have increased by approximately ¥1,561.3 billion, or 11.7%, from March 31, 2024.
Sales revenue from external customers increased by ¥258.9 billion, or 8.0%, to ¥3,507.7 billion from the previous fiscal year, due mainly to increased revenue from retail loans as well as positive foreign currency translation effects. 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 ¥115.9 billion, or 3.6%, compared to the increase as reported of ¥258.9 billion, which includes positive foreign currency translation effects. Sales revenue including intersegment sales increased by ¥260.4 billion, or 8.0%, to ¥3,512.2 billion from the previous fiscal year.
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Operating costs and expenses increased by ¥218.7 billion, or 7.3%, to ¥3,196.5 billion from the previous fiscal year. Cost of sales increased by ¥179.7 billion, or 6.4%, to ¥2,985.1 billion from the previous fiscal year, due mainly to an increase in costs attributable to increased revenue from retail loans as well as foreign currency effects. Selling, general and administrative expenses increased by ¥39.0 billion, or 22.7%, to ¥211.4 billion from the previous fiscal year, due mainly to increased expenses.
Operating profit increased by ¥41.6 billion, or 15.2%, to ¥315.6 billion from the previous fiscal year, due mainly to increased sales revenue.
Honda’s consolidated unit sales of power products totaled 3,700 thousand units, decreased by 2.9% from the previous fiscal year, due mainly to decreased consolidated unit sales in Europe, which was partially offset by increased consolidated unit sales in Asia.
Sales revenue from external customers decreased by ¥7.1 billion, or 1.8%, to ¥385.1 billion from the previous fiscal year, due mainly to decreased consolidated unit sales. 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 ¥15.2 billion, or 3.9%, compared to the decrease as reported of ¥7.1 billion, which includes positive foreign currency translation effects. Sales revenue including intersegment sales decreased by ¥7.7 billion, or 1.8%, to ¥414.6 billion from the previous fiscal year.
Operating costs and expenses decreased by ¥7.1 billion, or 1.7%, to ¥424.0 billion from the previous fiscal year. Cost of sales decreased by ¥9.2 billion, or 2.8%, to ¥323.2 billion, due mainly to a decrease in costs attributable to decreased consolidated unit sales in Power products business. Selling, general and administrative expenses decreased by ¥4.0 billion, or 5.7%, to ¥66.9 billion, due mainly to decreased expenses. Research and development expenses increased by ¥6.1 billion, or 22.4%, to ¥33.8 billion from the previous fiscal year.
Operating loss was ¥9.4 billion, an increase of ¥0.5 billion from the previous fiscal year, due mainly to decreased profit attributable to sales impacts as well as negative foreign currency effects, which was partially offset by increased profit attributable to price and cost impacts. In addition, operating loss of aircraft and aircraft engines included in Power products and other businesses was ¥38.8 billion, an increase of ¥5.9 billion from the previous fiscal year.
Honda’s consolidated unit sales in Japan decreased by 7.9% from the previous fiscal year to 278 thousand units in the fiscal year ended March 31, 2025, mainly due to a decrease in sales units of generators.
Honda’s consolidated unit sales in North America decreased by 5.8% from the previous fiscal year to 1,020 thousand units in the fiscal year ended March 31, 2025, mainly due to a decrease in sales units of lawn mowers.
Honda’s consolidated unit sales in Europe decreased by 18.0% from the previous fiscal year to 651 thousand units in the fiscal year ended March 31, 2025, mainly due to a decrease in sales units of OEM engines*.
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Honda’s consolidated unit sales in Asia increased by 9.2% from the previous fiscal year to 1,413 thousand units in the fiscal year ended March 31, 2025, mainly due to an increase in sales units of OEM engines.
Honda’s consolidated unit sales in Other Regions decreased by 0.3% from the previous fiscal year to 338 thousand units in the fiscal year ended March 31, 2025, mainly due to a decrease in sales units of OEM engines.
As of and for the year ended March 31, 2024
In Japan, sales revenue from domestic and export sales increased by ¥191.7 billion, or 3.6%, to ¥5,584.5 billion from the previous fiscal year, due mainly to increased sales revenue in Automobile business. Operating profit increased by ¥40.0 billion, or 26.5%, to ¥191.1 billion from the previous fiscal year, due mainly to increased profit attributable to sales impacts as well as positive foreign currency effects, which was partially offset by increased research and development expenses.
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In North America, where the United States is the principal market, sales revenue increased by ¥1,034.4 billion, or 8.6%, to ¥13,108.2 billion from the previous fiscal year, due mainly to increased sales revenue in Automobile business as well as positive foreign currency translation effects. Operating profit decreased by ¥259.7 billion, or 37.4%, to ¥435.2 billion from the previous fiscal year, due mainly to decreased profit attributable to sales impacts as well as the change in the estimation model for automobile product warranties which was partially offset by increased profit attributable to price and cost impacts.
In Europe, sales revenue decreased by ¥20.0 billion, or 2.1%, to ¥946.2 billion from the previous fiscal year, due mainly to decreased sales revenue in the Automobile business which was partially offset by increased sales revenue in the Motorcycle business. Operating profit decreased by ¥55.0 billion, or 91.2%, to ¥5.3 billion from the previous fiscal year, due mainly to decreased profit attributable to sales impacts as well as increased expenses.
In Asia, sales revenue decreased by ¥113.6 billion, or 2.3%, to ¥4,896.3 billion from the previous fiscal year, due mainly to decreased sales revenue in Automobile business which was partially offset by increased sales revenue in the Motorcycle business. Operating profit increased by ¥10.4 billion, or 2.6%, to ¥408.2 billion from the previous fiscal year, due mainly to increased profit attributable to price and cost impacts, which was partially offset by decreased profit attributable to sales impacts.
In Other Regions, sales revenue increased by ¥144.2 billion, or 13.3%, to ¥1,226.2 billion from the previous fiscal year, due mainly to increased sales revenue in the Motorcycle business and Automobile business. Operating profit increased by ¥23.9 billion, or 15.5%, to ¥177.8 billion from the previous fiscal year, due mainly to an increase in profit attributable to price and cost impacts, which was partially offset by negative foreign currency effects.
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.
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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. Driven by our dreams, Honda is striving to further advance mobility products and services with our original technologies and ideas. By doing so, Honda aspires to be a comprehensive mobility company which will play a leading role in making a better society. In 2023, Honda redefined the Global Brand Slogan, “The Power of Dreams,” to clearly articulate our desire to offer a broad range of mobility products and services as a comprehensive mobility company while addressing the two major societal challenges: environment and safety. We hope to deliver the values of “enabling people to transcend constraints of time and space” and “augmenting their abilities and possibilities.” Honda plans to strategically allocate resources over the medium- to long- term to achieve the environment and safety values. During the three-year period ending March 31, 2029, Honda plans to reallocate resources it had scheduled to invest in EVs to hybrid vehicles, and control EV-related investments at a level of approximately ¥0.8 trillion. Honda plans to invest ¥1.0 trillion in software technologies and ¥4.4 trillion in ICE and hybrid vehicles, resulting in total resource investment of ¥6.2 trillion during this three-year period. For a description of Honda’s current plans for resource allocation relating to its business strategies, see Item 4.B. “Business Overview—Preparing for the Future—Financial Strategy—a. Strategic resource allocation over the medium- to long- term.”
Honda meets its working capital requirements primarily through cash generated by operations, bank loans and corporate bonds. In the fiscal year ended March 31, 2022, the Company developed its Sustainable Finance Framework to raise a part of the funds for addressing our environmental and safety initiatives through issuing bonds and issued Green Bonds totaling US$2.75 billion thereunder. The proceeds from the issuance of the Green Bonds are used exclusively toward environmental initiatives in accordance with the Sustainable Finance Framework. The outstanding balance of the Green Bonds liabilities was US$1.75 billion as of March 31, 2026. 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 ¥1,238.8 billion as of March 31, 2026. 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 ¥12,252.7 billion as of March 31, 2026.
There are no material seasonal variations in Honda’s borrowing requirements.
In light of the future situation of working capital requirements and cash on hand, the Company will consider raising funds as needed.
Cash Flows
Consolidated cash and cash equivalents on March 31, 2026 increased by ¥589.6 billion from March 31, 2025, to ¥5,118.4 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 ¥1,135.2 billion of cash inflows. Cash inflows from operating activities increased by ¥843.1 billion compared with the previous fiscal year, due mainly to a decrease in payments for parts and raw materials as well as an increase in collections of receivables from financial services.
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Net cash used in investing activities amounted to ¥852.1 billion of cash outflows. Cash outflows from investing activities decreased by ¥89.8 billion compared with the previous fiscal year, due mainly to a decrease in payments for acquisitions of investments accounted for using the equity method.
Net cash used in financing activities amounted to ¥36.9 billion of cash outflows. Cash outflows from financing activities increased by ¥317.3 billion compared with the previous fiscal year, due mainly to a decrease in proceeds from financing liabilities, which was partially offset by decreased repayments of financing liabilities.
Consolidated cash and cash equivalents on March 31, 2025 decreased by ¥425.7 billion from March 31, 2024, to ¥4,528.7 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 ¥292.1 billion of cash inflows. Cash inflows from operating activities decreased by ¥455.1 billion compared with the previous fiscal year, due mainly to an increase in payments for parts and raw materials as well as in payments for purchase of equipment on operating leases, which was partially offset by increased cash received from customers.
Net cash used in investing activities amounted to ¥941.9 billion of cash outflows. Cash outflows from investing activities increased by ¥74.6 billion compared with the previous fiscal year, due mainly to an increase in payments for additions to property, plant and equipment as well as in payments for acquisitions of other financial assets, which was partially offset by increased proceeds from sales and redemptions of other financial assets.
Net cash provided by financing activities amounted to ¥280.4 billion of cash inflows. Cash inflows from financing activities decreased by ¥638.1 billion compared with the previous fiscal year, due mainly to an increase in purchases of treasury stock as well as in dividends paid.
Liquidity
The ¥5,066.8 billion in cash and cash equivalents as of March 31, 2026 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, 2026 corresponds to approximately 2.8 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, as of March 31, 2026, finance subsidiaries that carry total short-term borrowings of ¥917.5 billion have committed lines of credit equivalent to ¥1,769.8 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, 2026 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.
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Honda’s short- and long-term debt securities are rated by credit rating agencies, such as Moody’s Investors Service, Inc., Standard & Poor’s Global Ratings, 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, 2026.
Moody’s Investors Service
Standard & Poor’s Global Ratings
Rating and Investment Information
Fitch Ratings
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.
Off-Balance Sheet Arrangements
Honda has entered into various guarantee agreements, which mainly consist of loan commitments to dealers and guarantees for bank loans of a certain affiliate. For further details, see note “(25) Financial Risk Management (d) Credit Risk” to the accompanying consolidated financial statements.
Contractual Obligations
The following table shows our contractual obligations as of March 31, 2026:
Financing liabilities
Other financial liabilities
Purchase and other commitments*1
Contributions to defined benefit pension plans*2
Honda had commitments for purchases of property, plant and equipment as of March 31, 2026.
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.
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 Development and Manufacturing of America, LLC. R&D on production technologies centers around the Company and Honda Development and Manufacturing of America, LLC. All of these entities work in close association with our other entities and businesses in their respective regions.
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The Company integrated the Automobile Business Strategy Unit and the SDV Business Development Unit of Electrification Business Development Operations into Automobile Operations, and newly established Automobile Development Operations, and integrated the Motorcycle and Power Products Electrification Business Development Unit into Motorcycle and Power Products Operations in April 2025. However, effective April 1, 2026, in response to the global business environment surrounding Honda changing faster than expected, Honda made changes to the organizational and operational structure of the Automobile Development Operations and the Automobile Operations, in order to further strengthen its ability to grasp market and technology trends more accurately and deliver the original technologies and new value of Honda to the market at the optimal timing. In order to advance Honda R&D Co., Ltd. as a research and development organization capable of continuing to create compelling products and further increase its competitiveness, the R&D functions of the Automobile Development Operations and the SDV Business Development Unit within the Automobile Operations were transferred to Honda R&D Co., Ltd. In addition, the business functions being served by the SDV Business Development Unit were reorganized into the Business Strategy Unit, and the SDV Business Development Unit was disbanded. Furthermore, as the electrification strategy for motorcycle and power products business has transitioned into the execution stage, sales, business strategy and product development functions which had been separately managed for electrification business and ICE business were integrated. Through the integrated management of electrification and ICE business, Honda aims to pursue optimal allocation of resources, continue initiatives toward carbon neutrality, and ensure the continuous creation of increasingly competitive products.
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.
In the Motorcycle business, Honda is engaged in R&D activities with the policy of “maximizing the organizational culture of embracing challenges 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, we launched in Japan the large road sport model CB1000F, equipped with a liquid-cooled 4-stroke DOHC inline 4-cylinder 999 cm³ engine, in November 2025, and the CB1000F SE, which is based on the CB1000F and features equipment such as a headlight cowl and a seat with dedicated color stitching, in January 2026. The CB1000F, as the flagship model of Honda’s CB product brand, represents the latest answer of the CB, which serves as the “evolving standard” of Honda’s sport motorcycle lineup, and embodies the fundamental values of road sport bikes, including the joy of riding, exhilaration, and the satisfaction of ownership. The CB1000F SE, based on the CB1000F, is specified to further enhance the sense of ownership by enriching its styling and equipment. For both the CB1000F and CB1000F SE, a newly designed camshaft with optimized valve timing and lift was adopted, achieving smooth output characteristics without dips from low to high engine speeds. In addition, different valve timing was applied to each pair of two cylinders, and a newly designed air funnel was adopted to realize torque-rich settings in the low- to mid-speed range while aiming for a powerful and resonant exhaust sound. Furthermore, the transmission features lower gear ratios for first and second gears to enhance driving force, while also ensuring ease of handling at low speeds. Moreover, the gear ratios are designed to suppress engine speed during high-speed cruising, enabling user-friendly and stress-free operation.
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Furthermore, in November 2025, Honda held the world premiere of the CB1000GT, a sport tourer model equipped with a 1000 cm³ liquid-cooled DOHC inline 4-cylinder 4-stroke engine, at EICMA 2025 held in Milan, Italy. Based on the CB1000 Hornet’s 1000 cm³ liquid-cooled DOHC inline 4-cylinder 4-stroke engine, a CB1000GT-specific fuel injection (FI) setting and throttle-by-wire (TBW) system were adopted. While maintaining powerful output characteristics, the engine provides a smooth output at the onset of throttle opening, reducing fatigue for both the rider and passenger and contributing to enhanced comfort during long-distance touring. In addition, the CB1000GT features Electronically Equipped Ride Adjustment (EERA)*1 electronic suspension system as standard equipment, which recognizes the riding conditions based on various data such as body attitude, engine control information from the ECU, and wheel rotational speeds, and optimizes the damping force of the front and rear suspensions. This enables precise automatic adjustment of damping force suited to road conditions.
In addition, Honda unveiled the prototype model V3R 900 E-Compressor Prototype, equipped with a V3 engine with an electronically-controlled compressor. The engine adopts a displacement of 900cc based on the exact layout of the water-cooled 75-degree V3 engine, which Honda unveiled at EICMA 2024, while pursuing a slim and compact design. Equipped with the world’s first*2 electronically-controlled compressor for motorcycles, the engine delivers highly responsive torque even from the low RPM range, by controlling compression of the intake air irrespective of engine RPM. Taking advantage of this feature, Honda is striving to achieve performance comparable to that of a 1200cc engine despite its 900cc displacement, while also contributing to high environmental performance.
In addition, at the 42nd Osaka Motorcycle Show 2026 held in Osaka in March 2026, Honda unveiled the concept models CB400 SUPER FOUR E-Clutch Concept and CBR400R FOUR E-Clutch Concept. Both models are equipped with a newly designed inline 4-cylinder engine mounted on a new platform comprising the body and chassis designed to maximize the fun of the riding experience. In addition, various electronic control technologies were adopted, including the Honda E-Clutch, which automatically controls clutch operation, and a TBW system that contributes to direct throttle response, thereby providing a higher-quality riding experience.
Furthermore, Honda introduced the Honda E-Clutch combined with a TBW system to the CB750 HORNET and XL750 TRANSALP, and launched them in April 2026 as the CB750 HORNET E-Clutch and XL750 TRANSALP E-Clutch. By combining and coordinating the control technologies of TBW and Honda E-Clutch, the system optimizes the throttle valve opening and engine response when the throttle is opened, thereby contributing to more flexible and comfortable clutch operation and throttle control according to the rider’s skill level and riding conditions. When downshifting, the TBW system matches the engine speed during half-clutch control, enabling the absorption of rotational differences in a short period of time and reducing shift shock. Moreover, in situations such as sudden deceleration or when the rear tire bounces due to uneven road surfaces, the system detects the possibility of such rear tire behavior based on the difference in wheel speeds between the front and rear wheels, and stabilizes vehicle behavior by intervening with half-clutch control. In terms of layout, compared to the conventional Honda E-Clutch, the lift mechanism has been configured with a dual-axis structure, enabling the clutch actuator to be positioned toward the front, thereby achieving a more compact system without making significant changes to the engine structure.
As part of our initiatives to achieve a zero environmental impact society, Honda aims to achieve carbon neutrality in all of its motorcycle products during the 2040s. To achieve this goal, Honda is working toward the electrification of motorcycles as an integral pillar of its future environmental strategy. Honda has positioned 2024 as the first year for its global expansion of electric motorcycles and will begin full-scale entry into the electric motorcycle market.
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In addition, in November 2025, Honda unveiled its first electric motorcycle, the Honda WN7, to the public at EICMA 2025 held in Milan, Italy. The Honda WN7 is powered by a newly developed, compact and lightweight water-cooled motor with an integrated inverter, delivering a maximum output of 50 kW, equivalent to a 600 cc ICE motorcycle, and maximum torque of 100 Nm, comparable to a 1000 cc class ICE motorcycle. This ensures powerful yet composed performance both in stop-and-go city riding and cruising on open roads. Power from the motor is transmitted via a newly designed gearbox to a belt-drive system, which drives the rear wheel while contributing to quiet operation. The Honda WN7 is equipped with a newly developed 9.3 kWh fixed lithium-ion battery, supporting both CCS2*3 fast charging and Type 2*4 normal charging. With a fast charger, the battery can be charged from 20% to 80% in approximately 30 minutes, allowing for quick recharging on the go and reducing the stress of waiting time. In addition, normal charging fully charges the battery from 0% to 100% in under 2.4 hours*2, providing a cruising range of 140 km (WMTC mode) on a full charge. The Honda WN7 will be produced at Honda’s Kumamoto Factory, the company’s global hub for motorcycle production, and will be introduced sequentially to global markets where electrification is advancing. Furthermore, in March 2026 the Honda WN7 won the Gold Award, the highest honor in the Product Design discipline of the iF DESIGN AWARD, one of the most prestigious design awards in the world.
Furthermore, in March 2026, Honda launched in Japan the electric two-wheeler personal commuter ICON e: in the first-class moped category, which adopts a removable battery as its power source. This removable battery can be charged in two ways—either while mounted on the vehicle or as a standalone unit—using a compact charger that is easy to carry. A compact in-wheel motor is adopted for the rear wheel, and by efficiently controlling motor output through the power control unit, the model achieves a cruising range of 81 km per charge (measured in a steady-state test at 30 km/h), enabling clean and quiet riding.
In addition, in February 2026, Honda launched in Thailand the electric two-wheeled personal commuter Honda UC3, equivalent to a 110cc class ICE model, which is equipped with a fixed battery. For its power source, the Honda UC3 adopts Honda’s first fixed-type lithium ion phosphate (LFP) battery. The motor is a wheel-side motor developed and manufactured in-house by Honda, producing a maximum output of 6.0 kW. By optimizing regenerative control and magnetic circuit design to improve efficiency, the Honda UC3 achieves a cruising range of 122 km per charge*5. Honda plans to expand the introduction of the Honda UC3 to Vietnam and, looking ahead, will continue introducing electric motorcycles globally on an annual basis, offering a broad lineup tailored to diverse customer needs.
R&D expenditures in this segment incurred during the fiscal years ended March 31, 2024, 2025 and 2026 were ¥79.9 billion, ¥103.5 billion and ¥112.3 billion, respectively.
EERA is a registered trademark owned by Astemo, Ltd.
Based on Honda research (as of November 2025)
CCS2: Combined Charging System Type 2, a connector standard used for electric vehicle fast chargers.
When using a 200V power supply and charging gun.
WMTC Mode 1, Thailand certified value.
In the Automobile business, Honda is engaged in research and development activities under the policy of “demonstrating collective strength for appealing and strong products, and ensuring continuing growth of the Automobile business by deepening the process of mono-zukuri.”
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Among major achievements, we launched the all-new Prelude, the sixth-generation model, in September 2025. The all-new Prelude became the first model equipped with the original Honda e:HEV hybrid system with Honda S+ Shift control technology. The Honda S+ Shift emulates a virtual 8-speed transmission on the motor-driven Honda e:HEV system and precisely controls the engine RPM during acceleration and deceleration to realize direct drive response and sharp gear shifting feel as if the vehicle features a stepped transmission system. Through this technology, Honda aims to provide exhilarating driving at the will of the driver, further “synchronizing” the driver and the vehicle. Honda plans to deploy this Honda S+ Shift technology to its hybrid models, starting with the all-new Prelude.
In addition, in November 2025, Honda held the Honda Automotive Technology Workshop, where it unveiled next-generation technologies for electrified models planned to be launched in the second half of the 2020s. The next-generation platform, which is scheduled to be adopted for hybrid models to be introduced from 2027 onward, is being developed by combining various innovative technologies, including technologies to realize both high body rigidity and lightweight at a high level, as well as a modular architecture that enables greater parts commonality. Through these technologies, Honda seeks to further enhance the “joy of driving” unique to Honda, enabling the driver to enjoy a sporty and exhilarating driving experience. In particular, as a new benchmark for driving stability, which directly influences vehicle dynamic performance, Honda established a new approach to body rigidity management. By optimizing the body rigidity, the body weight will be reduced. At the same time, by causing the vehicle to behave as if the body flexes during cornering, the load on each tire will be controlled to improve roadholding performance, thereby realizing an unprecedented level of driving stability and a sporty and pleasant driving experience. In addition, Honda is developing a next-generation hybrid system for large-size vehicles in the D-segment and above, which combines powerful driving performance, towing capability and outstanding environmental performance. As a next-generation large-size hybrid system equipped with newly developed drive units and a battery pack that achieve both high efficiency and low cost, Honda aims to introduce products in the North American market, where there is solid demand for large-size vehicles, in the second half of the 2020s.
In the EV segment, in September 2025, Honda launched the all-new N-ONE e: mini-EV. While inheriting the packaging design approach based on the Honda M/M (man maximum, machine minimum) concept*1, the N-ONE e: features a powerful and clean driving experience and quietness unique to EV models. Moreover, with the goal of being a mini-EV that will be trusted by a wide range of customers as a “standard EV,” the N-ONE e: realizes a range per charge of 295 km*2, which will give peace of mind to customers using this vehicle as their everyday car. In addition, the N-ONE e: won the Car of the Year award at the 2025–2026 Japan Automotive Hall of Fame awards.
In addition, at the Japan Mobility Show 2025 held in October 2025, Honda presented the world premiere of the Super-ONE Prototype, a compact EV, and the prototype of the next-generation EV Honda 0 a. The Super-ONE Prototype was developed as a compact EV designed to transform everyday mobility into an exciting and uplifting experience, by adding features designed to stimulate all of the driver’s senses to the “joy of driving” realized by sporty driving only small EVs can achieve. Moreover, Boost Mode, developed exclusively for this model, increases the power output to enable the power unit to fully unleash its performance potential, while also synchronizing the simulated 7-speed transmission and the Active Sound Control system to generate powerful engine sound and sharp gearshift feel, as if driving an engine-powered vehicle with a traditional multi-gear transmission. Through these features, the Super-ONE Prototype stimulates the driver’s senses—including visual and auditory senses, as well as a tactile sensation of acceleration and vibration—offering an uplifting EV driving experience. The production model based on the Super-ONE Prototype is scheduled to be launched in Japan starting in 2026, followed by other regions with strong demand for compact EVs, such as the U.K. and various Asian countries*3. In addition, the production model of the Honda 0 a, equipped with technologies that embody the Honda 0 Series development approach—“Thin, Light, and Wise.”—is scheduled to go on sale globally, mainly in Japan and India, starting in 2027.
Honda will continue to work to advance our efforts toward achieving carbon neutrality.
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R&D expenditures in this segment incurred during the fiscal years ended March 31, 2024, 2025 and 2026 were ¥869.9 billion, ¥1,074.2 billion and ¥1,029.2 billion, respectively.
The “man maximum, machine minimum” concept is a basic approach to Honda car design, which calls for maximizing the space available for people and minimizing the space required for mechanical components.
Range per charge (tested by the Japanese Ministry of Land, Infrastructure, Transport and Tourism): 295 km in the WLTC mode. The range per charge is measured under the specified test conditions. The range may vary significantly depending on the usage environment (weather, traffic congestion, etc.) and driving style (sudden acceleration, use of air conditioning, etc.) of each customer. WLTC (Worldwide harmonized Light vehicle Test Cycles) mode is an internationally standardized driving mode consisting of city, suburban and highway driving modes, with time allocated according to average use time.
The production model is scheduled to be launched under different names depending on the region: Super-ONE in Japan and the Asia & Oceania region; Honda Super-ONE in some of Asia & Oceania countries; Super-N in the U.K.
In the Power products and other businesses, Honda is engaged in R&D activities based on the policy of “creating the lifestyles of the future, taking usefulness and joy to the next level.”
Among major technological achievements, in May 2025, Honda launched the large outboard motor BF300, equipped with a V8 300 horsepower engine, as part of the 4-stroke outboard motor BF Series, which has been well received for its strong acceleration performance and fuel efficiency. The BF300 is based on a specially designed V8 engine developed for Honda’s flagship outboard model BF350, and delivers powerful performance and rich torque with a displacement of 4,952 cm³ and a maximum output of 300 horsepower. Despite its high output, the engine is capable of operating on regular gasoline. In addition, it achieves excellent fuel efficiency through an air-fuel ratio feedback function that uses an O2 sensor to correct the fuel injection volume.
Other than outboard motors, we added hybrid snow throwers HSS960i and HSS1370i to our small snow blower lineup. The J type, equipped with a standard rotating auger*1, was launched in July 2025, while the JX type, equipped with a cross auger*2, was launched in September 2025. Both the HSS960i and HSS1370i adopt Honda’s original hybrid system, in which the snow removal section is driven by an engine and the driving section by a motor. This system enables smooth operation and speed control according to workload, achieving both ease of use and powerful snow removal performance. For the JX type of both models, Honda’s proprietary “cross auger” snow removal mechanism, which further facilitates snow removal work on compacted snow, has been adopted for the first time for Honda hybrid snow throwers. Furthermore, the same type is equipped with an “electric auger height” function, which enables even inexperienced users to easily adjust the auger height according to snow depth using a switch located on the handle.
Furthermore, at Equip Exposition 2025 held in Louisville, Kentucky, U.S.A. in October 2025, Honda presented the world premiere of two ProZision series models, the first battery-powered riding mower series to be developed and sold by Honda, including the ProZision Autonomous, which operates autonomously, and the ProZision, which will operate manually. The ProZision series combines advanced mowing technologies Honda has amassed through years of R&D of various types of lawn mowers with the latest autonomous and intelligent technologies. These models feature outstanding terrain handling capability that stands up to difficult landscaping conditions, as well as outstanding cutting performance with Honda MicroCut® Twin Blades. The ProZision Autonomous is capable of operating in autonomous mode by memorizing and accurately following mowing routes and patterns pre-set by the operator, while recognizing its accurate location using Global Navigation Satellite System (GNSS)*3. During operation, onboard radar and LiDAR sensors provide 360-degree sensing of the surroundings to detect changes in terrain and obstacles and enable the system to automatically determine the appropriate mowing route. As a result, the ProZision Autonomous makes it possible to operate safely and achieve a high-quality lawn finish without requiring a human operator on board.
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In the aircraft business, Honda has created new value with uniquely developed leading-edge technologies. We have been building an operating base in order to grow our aircraft business from a long-term perspective.
In October 2025, the HondaJet became the first twin-engine very light business jet in the world to complete a successful test flight running a 100% blend of sustainable aviation fuels (SAF). SAF is attracting attention as one of the means to reduce CO2 emissions in the aviation sector and achieve carbon neutrality. The use of SAF is subject to certification standards set by ASTM International, which define the maximum allowable blending ratio with conventional jet fuel. While the current limit is 50%, this test flight involved a comprehensive technical evaluation of engine performance, combustion characteristics, and the impact on flight systems when operating on a 100% SAF blend, and important validation data were obtained toward future expansion of SAF utilization. This achievement represents a significant step toward identifying and addressing technical challenges for wider SAF adoption and contributes to Honda’s mid- to long-term environmental strategy as well as strengthening product competitiveness.
Furthermore, in February 2026, Honda obtained certification from the Federal Aviation Administration (FAA) for the Emergency Autoland (EAL) system to be equipped on the HondaJet Elite II. As a result, the HondaJet Elite II has become the first production model twin-turbine very light business jet certified to equip EAL. As the name Emergency Autoland implies, the EAL system is designed to enable the aircraft to land autonomously in an emergency situation where the pilot has become incapacitated. The system may be initialized either by pushing a button to engage the EAL, or by automated monitoring systems, which can detect pilot unresponsiveness that may render EAL activation appropriate. When active, the EAL system automatically transmits an emergency code and conducts radio calls to alert air traffic control to the emergency. EAL-equipped aircraft can autonomously evaluate weather, terrain, fuel, and runway dimensions to select the optimal diversion airport, configure the aircraft for landing, navigate along the approach path, land the aircraft, and apply the brakes to a full stop on the runway. From the onset of an emergency through a complete stop, the system autonomously manages and controls the operation, enabling safe and secure flight operations even in emergency situations. Following the FAA certification of EAL, Honda Aircraft Company will begin sales of the HondaJet Elite II equipped with this system in the United States and will also begin offering the system to existing HondaJet Elite II customers through after-sales support. Furthermore, Honda Aircraft Company is pursuing certifications from regulatory agencies in other markets and plans to offer the system sequentially in global markets, including Japan, where the HondaJet Elite II is currently sold.
R&D expenditures in this segment during the fiscal years ended March 31, 2024, 2025 and 2026 were ¥26.4 billion, ¥32.8 billion and ¥33.2 billion, respectively.
A mechanism in which the auger (blade that gathers snow) rotates forward.
A mechanism in which the auger simultaneously performs forward rotation to intake snow and reverse rotation to suppress the lifting of the snow blower.
Global Navigation Satellite System (GNSS) is a collective name for satellite positioning systems.
Research for Next-Generation Technologies
In research for next-generation technologies, Honda exhibited a new model of the mobility robot UNI-ONE at Expo 2025 Osaka, Kansai, held from April to October 2025. UNI-ONE is a seated personal mobility robot developed based on Honda’s robotics research, which enables the user to move simply by shifting their body weight while seated, leaving both hands free. Since 2023, Honda has conducted paid demonstration use at various companies and facilities to verify user needs and business feasibility. Through these verifications, it was confirmed that UNI-ONE can coexist with pedestrians even in crowded environments and significantly reduces user fatigue compared to walking. Based on these findings, the new UNI-ONE has been improved to suppress instability when switching to the high-position mode during operation, making it easier to ride, and the maximum slope angle has been increased to 10 degrees (compared to 6 degrees for the previous model). In addition, the cruising range has been extended to 10 km (compared to 8 km for the previous model), thereby enhancing practicality.
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In June 2025, Honda conducted a launch and landing test of an experimental reusable rocket* (6.3 m in length, 85 cm in diameter, 900 kg dry weight/1,312 kg wet weight) developed independently by Honda, and successfully completed the test. This test marked the first launch and landing test conducted by Honda to demonstrate key technologies essential for rocket reusability, such as flight stability during ascent and descent, as well as landing capability. The rocket behaved as intended by Honda for the launch and landing (reaching an altitude of 271.4 m, landing within 37 cm of the target touchdown point, with a flight duration of 56.6 sec), and Honda obtained data during the ascent and descent of this successful test. This achievement was recognized for its contribution to the expansion of Japan’s space transportation capability, as well as for enhancing the autonomy of space access and strengthening international competitiveness, and was awarded the Prime Minister’s Award at the 7th Space Development and Utilization Awards hosted by the Cabinet Office of the Government of Japan. Honda aims to develop a “sustainable rocket” as part of Honda mobility that contributes to sustainable transportation in the space domain, not only through reusable rocket technologies but also by using renewable fuels (biomethane/green methane), thereby achieving a carbon-neutral society. Honda will continue its efforts toward its next technology development milestone of realizing the capability to enable a suborbital launch by 2029.
R&D expenditures incurred in research for next-generation technologies are distributed among Honda’s business segments.
A reusable rocket, also known as a reusable launch vehicle, is a type of rocket that, unlike a conventional expendable launch vehicle, can be used repeatedly in a short period of time. A reusable rocket is launched in a vertical position, reaches an altitude of around 100 kilometers, and then lands back on earth while maintaining a vertical position.
Patents and Licenses
As of March 31, 2026, Honda owned more than 12,200 patents in Japan and more than 24,900 patents abroad. Honda also had applications pending for more than 4,300 patents in Japan and for more than 10,400 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.
See Item 5.A “Operating Results” for information required by this item.
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Under a “company with three committees” corporate governance system (the “Three Committees system”) pursuant to the Company Law, Honda has no Board of Corporate Auditors and the function of corporate audit is implemented by the audit committee (the “Audit Committee”) within the Board of Directors.
For Japanese companies which employ the Three Committees system, including Honda, the Company Law requires that such companies have a board of directors and one or more executive officers, and within the board of directors, a nominating committee (the “Nominating Committee”), the Audit Committee, and a compensation committee (the “Compensation Committee”) shall be established. Each of these three committees shall consist of three or more directors, a majority of which shall be outside directors. The members of each of the three committees as well as executive officers are elected by the resolution of the board of directors. In addition, Honda’s regulations of each of the three committees provide that the chairperson of each committee shall be elected from the Outside Directors who are members of the relevant committee by the resolution of the Board of Directors. For the Audit Committee, Honda’s regulations of the committee provide that full-time members of the Audit Committee shall be assigned by the resolution of the Board of Directors. The normal term of office of a director and an executive officer is one year. Directors and Executive officers may serve any number of consecutive terms.
Honda’s Articles of Incorporation provide for the Board of Directors of not more than 15 Directors. Honda’s Board of Directors may appoint one Chairperson of the Board of Directors from the Directors. Also, Honda’s Board of Directors appoints one President and Executive Officer and may appoint several Executive Vice Presidents and Executive Officers, Senior Managing Executive Officers and Managing Executive Officers from the executive officers. The President and Executive Officer represents the Company. In addition, the Board of Directors may appoint, pursuant to its resolutions, Executive Officers who shall each represent the Company. Under the Company Law, a representative executive officer individually has authority to represent the company generally in the conduct of its affairs. The Board of Directors has an authority to determine the execution of business of the Company and to supervise the execution of duties of Directors and Executive Officers. Executive Officers are entitled to determine the execution of business of the Company which is entrusted by the Board of Directors and to execute business of the Company.
Under the Company Law, the Nominating Committee has the responsibility to determine the content of proposals regarding the election and dismissal of directors to be submitted to a general meeting of shareholders. The Audit Committee has the following responsibilities: (i) auditing the execution of duties by directors and executive officers and preparing audit reports and (ii) determining the content of proposals regarding the election and dismissal of accounting auditors and the refusal to reelect accounting auditors to be submitted to a general meeting of shareholders. The Compensation Committee has the responsibility to determine the content of the financial benefits as consideration for the execution of the duties, such as remuneration and bonuses, of directors and executive officers. As described above, not less than half of the members of each of the three committees 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 the 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 certain kinds of relatives of (a) a director, executive officer, manager or any other important employee of the company or
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(b) the natural person controlling the company. In addition, Honda has established additional independence requirements for the Outside Directors, the “Criteria for Independence of Outside Directors” as described in Exhibit 1.4 by the resolution of the Board of Directors, and all of the Outside Directors meet the criteria. With respect to audit reports prepared by the Audit 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 or audit corporations as accounting auditors. Such accounting auditors 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 a 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 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, date of birth, current positions held and brief biographies, term of office and number of shares owned by all the members of the Board of Directors and composition of the Three Committees. Also the names, date of birth, current positions held and brief biographies, term of office and number of shares owned by the Executive Officers (who are not concurrently the members of the Board of Directors) of the Company are provided below.
The status of members of the Board of Directors as of the date of filing of this Form 20-F is as follows:
Members of the Board of Directors
Name(Date of birth)
Current Positions and Biographies with Registrant
Directors and Representative
Executive Officers
Toshihiro Mibe
(July 1, 1961)
Operating Officer, appointed in April 2014
54,568
94
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
Senior Managing Director,
appointed in June 2020
Director, President and Representative Executive Officer,
appointed in June 2021 (presently held)
Nominating Committee Member,
Chairperson of the Board of Directors,
appointed in April 2024 (presently held)
Chief Transformation Officer.
appointed in April 2026
95
Noriya Kaihara
(August 4, 1961)
General Manager of Automobile Quality Assurance Division,
appointed in April 2012
151,779
23,113
Managing Officer,
appointed in April 2018
Chief Officer for Purchasing Operations,
Head of Business Supervisory Unit for Automobile Operations,
Chief Officer for Customer First Operations,
appointed in April 2021
Risk Management Officer,
Managing Executive Officer,
appointed in June 2021
appointed in October 2021
Chief Officer for Regional Operations (North America),
President, Chief Executive Officer and Director of American Honda Motor Co., Inc.,
Senior Managing Executive Officer of the Company,
appointed in April 2023
Director, Senior Managing Executive Officer,
appointed in June 2023
96
Director, Executive Vice President and Representative Executive
Officer,
Compliance and Privacy Officer,
Culture Transformation Officer,
appointed in April 2025 (presently held)
Compensation Committee Member,
appointed in April 2026 (presently held)
Eiji Fujimura
(September 1, 1970)
General Manager of Finance Division for Business
Management Operations,
appointed in April 2017
Held in theLTI program*7—
General Manager of Regional Operation Planning Division for Regional Operations (North America),
Head of Accounting and Finance Supervisory Unit,
appointed in April 2022
Executive Officer,
Chief Financial Officer,
Chief Officer for Corporate Administration Operations,
appointed in April 2024
Director, Managing Executive Officer,
appointed in June 2024
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Directors
Katsushi Inoue
(October 22, 1963)
LTI program*7
—
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Asako Suzuki
(January 28, 1964)
President of Dongfeng Honda Automobile Co., Ltd.,
appointed in April 2014
Operating Officer of the Company,
appointed in April 2016
Vice Chief Officer for Regional Operations (Japan),
Chief Officer for Human Resources and Corporate Governance Operations,
Operating Executive,
Director,
Full-time Audit Committee Member,
Jiro Morisawa
(February 24, 1967)
General Manager of Regional Operation Planning
Office for Regional Operations (Japan),
Held directly44,479
General Manager of Accounting Division for
Business Management Operations,
Chief Officer for Business Management Operations,
President and Director of American Honda Finance Corporation,
Director of the Company,
appointed in June 2024 (presently held)
99
Public Prosecutor of Tokyo District Public Prosecutors’ Office,
appointed in April 1979
Superintending Prosecutor of Takamatsu High Public Prosecutors’
Office,
appointed in July 2014
Held directly8,265
Held in the
LTI program
*7
Superintending Prosecutor of Hiroshima High Public Prosecutors’
appointed in September 2016 (resigned in March 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 (resigned in June 2025)
Director (Audit and Supervisory Committee Member) of the Company,
appointed in June 2019
Audit Committee Member,
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Fumiya Kokubu*1
(October 6, 1952)
President and CEO, Member of the Board of Marubeni Corporation,
appointed in April 2013
Chairman of the Board of Marubeni Corporation,
Outside Director of Taisei Corporation,
appointed in June 2019 (presently held)
appointed in June 2020 (presently held)
Nominating Committee Member (Chairperson),
Chairperson of Japan Machinery Center for Trade and Investment,
appointed in May 2022 (presently held)
Chairman of Japan Foreign Trade Council, Inc.,
appointed in May 2022 (resigned in May 2024)
Director, Member of the Board, Executive Corporate Advisor of Marubeni Corporation,
appointed in April 2025 (resigned in June 2025)
Chairperson of International University of Japan,
appointed in June 2025 (presently held)
Executive Corporate Advisor of Marubeni Corporation,
proposed to be appointed in June 2026
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Yoichiro Ogawa*1
(February 19, 1956)
Joined Tohmatsu & Aoki Audit Corporation (currently Deloitte Touche Tohmatsu LLC) in October 1980
Registered as Japanese Certified Public Accountant in March 1984
Deputy CEO of Deloitte Touche Tohmatsu LLC,
appointed in October 2013
Deputy CEO of Tohmatsu Group (currently Deloitte Tohmatsu Group),
Global Managing Director for Asia Pacific of Deloitte Touche
Tohmatsu Limited (United Kingdom),
appointed in June 2015 (resigned in May 2018)
Held directly5,227
CEO of Deloitte Tohmatsu Group,
appointed in July 2015
Senior Advisor of Deloitte Tohmatsu Group,
appointed in June 2018 (resigned in October 2018)
Outside Audit & Supervisory Board Member of Recruit Holdings Co., Ltd.,
Audit Committee Member (Chairperson),
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Kazuhiro Higashi*1
(April 25, 1957)
Director, President and Representative Executive Officer of Resona Holdings, Inc.,
Representative Director, President and Executive Officer of Resona
Bank, Limited, appointed in April 2013
Chairman of the Board, President, and Representative Director of
Resona Bank, Limited,
Chairman of the Board, President, Representative Director and
Executive Officer of Resona Bank, Limited,
Chairman and Director of Resona Holdings, Inc.,
appointed in April 2020 (resigned in June 2022)
Chairman and Director of Resona Bank, Limited,
Outside Director of Sompo Holdings, Inc.,
Compensation Committee Member (Chairperson),
Senior Advisor of Resona Holdings, Inc.,
appointed in June 2022 (presently held)
Senior Advisor of Resona Bank, Limited.,
Outside Director of Ryohin Keikaku Co., Ltd.
appointed in November 2025 (presently held)
103
Ryoko Nagata*1
(July 14, 1963)
Executive Officer of Japan Tobacco Inc.,
appointed in June 2008
Standing Audit & Supervisory Board Member of Japan Tobacco Inc.,
appointed in March 2018 (resigned in March 2023)
External Corporate Auditor of Medley, Inc.,
appointed in March 2023 (presently held)
Outside Director of UACJ Corporation,
appointed in June 2023 (presently held)
104
Mika Agatsuma*1
(June 8, 1964)
Vice President of IBM Japan, Ltd.,
appointed in August 2017
In Charge of Cloud Application Innovation for Global Business Services of IBM Japan, Ltd.,
Managing Partner of IBM Japan, Ltd.,
appointed in October 2022 (resigned in March 2024)
In Charge of Hybrid Cloud Services for IBM Consulting of IBM
Japan, Ltd.,
appointed in October 2022
In Charge of Hybrid Cloud Platform for IBM Consulting of IBM
Outside Director of SQUARE ENIX HOLDINGS CO., LTD.,
Executive Corporate Officer of ID Holdings Corporation,
appointed in October 2024 (presently held)
Directors Mr. Kunihiko Sakai, Mr. Fumiya Kokubu, Mr. Yoichiro Ogawa, Mr. Kazuhiro Higashi, Ms. Ryoko Nagata and Ms. Mika Agatsuma are Outside Directors.
The term of office of a Director is until at the close of the Ordinary General Meeting of Shareholders of the fiscal year ended March 31, 2026 after his/her election to office at the close of the Ordinary General Meeting of Shareholders on June 19, 2025.
The Company is proposing the “Election of eleven Directors” as an agenda item (resolution item) for the Ordinary General Meeting of Shareholders to be held on June 26, 2026. If the agenda item is approved, of the Directors listed in the table above, the following Directors (Mr. Toshihiro Mibe, Mr. Noriya Kaihara, Ms. Asako Suzuki, Mr. Jiro Morisawa, Mr. Kunihiko Sakai, Mr. Fumiya Kokubu, Mr. Yoichiro Ogawa, Mr. Kazuhiro Higashi, Ms. Ryoko Nagata, and Ms. Mika Agatsuma) will continue to serve as Directors. The term of office of each elected or re-elected Director will extend until the close of the Ordinary General Meeting of Shareholders for the fiscal year ending March 31, 2027.
Mr. Eiji Fujimura and Mr. Katsushi Inoue will step down from the Board of Directors at the conclusion of the Ordinary General Meeting of Shareholders to be held on June 26, 2026.
105
In addition, the Company is proposing the “Election of eleven Directors” as an agenda item (resolution item) for the Ordinary General Meeting of Shareholders to be held on June 26, 2026. If the agenda item is approved, the following additional director will be elected:
Mahito Shikama
(August 8, 1977)
Held directly4,000
LTI program*73,728
General Manager of Advanced Safety and Intelligent Solution Development Division of Software Defined Mobility Development Supervisory Unit for Business Development Operations,
Head of Software Defined Mobility Development Unit of BEV Development Center for Electrification Business Development Operations,
Managing Officer and Chief Operating Officer of
SDV R&D Center of Honda R&D Co., Ltd.,
Chief Transformation Officer,
appointed in June 2026 (presently held)
Chief Officer for Corporate Strategy Operations,
Chief Officer for Traffic Safety Promotion Operations
If elected, the term of office of the Director above will commence and expire at the close of the Ordinary General Meeting of Shareholders of the fiscal year ending March 31, 2027.
106
Composition of the Three Committees under the Board of Directors
•: Chairperson ○: Member
Following the Ordinary General Meeting of Shareholders to be held on June 26, 2026, the composition of the Three Committees is expected to change as follows:
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Executive Officers (who are not concurrently the members of the Board of Directors)
In addition to the Executive Officers listed below, Mr. Mahito Shikama also serve as Executive Officers. Mr. Mahito Shikama has been nominated as a candidate for election to the Board of Directors at the Ordinary General Meeting of Shareholders to be held on June 26, 2026. See “Members of the Board of Directors.” The status of members of the Executive Officers as of the date of filing of this Form 20-F is as follows:
Managing
Masayuki Igarashi
(July 6, 1963)
Director of Asian Honda Motor Co., Ltd.,
appointed in April 2015
Chief Operating Officer for Power Product Operations,
Operating Officer and Director,
appointed in June 2015
Executive Vice President and Director of Honda North America, Inc.,
Executive Vice President and Director of American Honda Motor
Co., Inc.,
appointed in June 2017
Chief Officer for Regional Operations (Asia & Oceania),
President and Chief Executive Officer of Asian Honda Motor Co.,
Ltd.,
Operating Executive of the Company,
appointed in April 2023 (presently held)
Chief Officer for Regional Operations (China),
President of Honda Motor (China) Investment Co., Ltd.,
President of Honda Motor (China) Technology Co., Ltd.,
108
Kensuke Oe
Joined Honda Motor Co., Ltd. in April 1990
In Charge of Manufacturing of Honda Canada Inc.,
General Manager of Saitama Factory in Production Supervisory Unit for Automobile Operations,
Head of Production Engineering Supervisory Unit in Mono-zukuri
Center for Automobile Operations,
Head of Production Unit for Automobile Operations,
President and Director, Honda Development & Manufacturing of America, LLC,
Manabu Ozawa
Joined Honda Motor Co., Ltd. in April 1989
Managing Director of Honda R&D Co., Ltd.,
5,752
Head of Corporate Planning Supervisory Unit,
Director for Honda Innovation Inc.,
Managing Executive Officer of the Company,
Chief Officer for Traffic Safety Promotion Operations,
109
Hironao Ito
Head of Digital Transformation Supervisory Unit,
Head of IT Operations,
Head of Digital Supervisory Unit,
Deputy General Manager of Mono-zukuri Center for Automobile Operations,
Vice Chief Officer for Automobile Operations,
appointed in June 2022
Head of BEV Development Center for Electrification Business Development Operations,
Head of Automobile Development Center for Automobile
Operations,
Director of Honda R&D Co., Ltd.,
Chief Development Officer of the Company,
Executive in Charge of Government and Industry Relations, Japan Automobile Manufacturers Association, Inc. (JAMA) for Corporate Strategy Operations,
appointed in April 2025
Executive Vice President of Honda Motor (China) Technology Co., Ltd.
appointed in August 2025 (presently held)
110
Ayumu Matsuo
(September 28, 1965)
Chief Officer, Quality Innovation Operations,
Executive in Charge of Certification & Regulation Compliance
Division,
Executive in Charge of Quality & Compliance Audit Division,
Head of Quality Innovation Unit,
Head of Supply Chain & Purchasing Unit, Automobile Operations,
Chief Officer for Supply Chain & Purchasing Operations,
111
Kazuhiro Takizawa
(March 29, 1968)
General Manager of Europe Automobile Division for Regional Operations (Europe, Africa and the Middle East),
LTI program*75,752
Vice Chief Officer for Regional Operations (North America),
EVP of American Honda Motor Co., Inc.,
Executive Officer of the Company,
Managing Executive Officer of Honda Motor Co., Ltd.
Chief Officer for Automobile Operations,appointed in April 2026 (presently held)
Chief Officer for Regional Operations (Associated Regions), appointed in April 2026 (presently held)
Risk Management Officer,appointed in April 2026 (presently held)
112
Minoru Kato
Joined Honda Motor Co., Ltd. in April 1988
President of Honda Motorcycle and Scooter India Pvt. Ltd.,
Chief Officer for Life Creation Operations,
appointed in May 2020
Head of Power Products Business Supervisory Unit, Motorcycle and Power Products Operations,
Head of Motorcycle Business Unit, Motorcycle and Power Products Operations,
Chief Officer for Motorcycle and Power Products Operations,
Takashi Onuma
(September 11, 1973)
Senior Vice President, Honda Development & Manufacturing of America, LLC,
4,474
EVP of Honda Development & Manufacturing of America, LLC,
Head of Production Engineering Unit,
Head of ICE Automobile Development Unit,
Chief Officer for Automobile Production Operations,
113
Daiki Mihara
(June 27, 1969)
President of Honda Philippines Inc.,
General Manager of Business Planning Division for Motorcycle Operations of the Company,
LTI program*74,344
President of Honda Vietnam Co., Ltd.,
Head of Motorcycle and Power Products Electrification Business Development Unit for Electrification Business Development Operations,
Head of Motorcycle and Power Products Electrification Business Unit for Electrification Business Development Operations,
Executive in Charge of Motorcycle and Power Products Electrification Business for Motorcycle and Power Products Operations,appointed in April 2025
Head of Motorcycle and Power Products Electrification Business Unit for Motorcycle and Power Products Operations,appointed in April 2025
Executive in charge of Regional Business & Customer First for Automobile Operations,
Head, Regional Business Unit for Automobile Operations,
114
Toshihiro Akiwa
(July 2, 1972)
General Manager of Power Unit Planning & Management Division, Power Unit Development Supervisory Unit, Mono-zukuri Center, Automobile Operations,
Operating Executive, appointed in April 2021
LTI program*74,474
Executive Vice President of Honda Motor (China) Investment Co., Ltd.,
Deputy Head of BEV Development Center for Electrification Business Development Operations of the Company,
Head of BEV Planning Unit, BEV Development Center for Electrification Business Development Operations,
Chief Officer for Automobile Development Operations,
President and Representative Director of Honda R&D Co., Ltd.
Ikuo Takeishi
(May 6, 1969)
Operating Officer of Honda R&D Co., Ltd.,
appointed in April 2017.
Managing Director of Honda Racing Corporation
appointed in April 2023.
Managing Officer of Honda R&D Co., Ltd.
appointed in April 2024.
Senior Managing Director of Honda Racing Corporation
Executive Officer of Honda Motor Co., Ltd.
Chief Officer for Quality Innovation Operations (Office in charge of Certification),
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Masao Kawaguchi
(January 28, 1971)
General Manager of Finance Division, Business Management Operations,
Held directly9,000
General Manager of Accounting Division, Accounting and Finance Supervisory Unit,
Operation Executive,
Head of Accounting and Finance Unit General Manager of Accounting Division, Accounting and Finance Unit, Corporate Administration Operations,
Head of Accounting and Finance Unit, Corporate Administration Operations,
Takashi Imai
(May 7, 1973)
General Manager of Sales Planning Division, Sales Supervisory Unit, for Automobile Operations,
Held directly9,065
Senior Vice President of American Honda Motor Co., Inc.
Head of Automobile Business Strategy Unit for Automobile Operations of the company,
appointed in July 2025
Executive in charge of Business Strategy for Automobile Operations,
Head of Business Strategy Unit for Automobile Operations,
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The term of office of each Executive Officer shall continue until the conclusion of the first meeting of the Board of Directors held after the Ordinary General Meeting of Shareholders for the fiscal year ended March 31, 2026, following his/her appointment. The Company expects that all Executive Officers, except for Mr. Manabu Ozawa, will be reappointed at the first meeting of the Board of Directors held after the said Ordinary General Meeting of Shareholders. If reappointed, the term of office of each Executive Officer will be extended until the conclusion of the first meeting of the Board of Directors held after the Ordinary General Meeting of Shareholders for the fiscal year ending March 31, 2027.
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.
With respect to the points granted as LTI under the executive compensation program, the number of shares corresponding to 40%, which represents the minimum level prescribed under the LTI program, is disclosed. See “B. Compensation—Remuneration Structure.”
There is no family relationship between any Director or Executive Officer and any other Director or Executive Officer.
None of Honda’s members of the Board of Directors or Executive Officers is party to a service contract with Honda or any of its subsidiaries that provides for benefits upon termination of employment.
Methods of determining the policy for determining individual remuneration of Directors and Executive Officers
The Company views remuneration for Directors and Executive Officers, the key to its corporate governance, as an important driving force in realizing our fundamental beliefs, management policies, and aspirations. The Compensation Committee has established the following decision-making policy in order to encourage appropriate risk-taking and accurately reflect management responsibility in an effort to promote speedy reforms to achieve our vision amidst a drastically changing environment.
The Company’s remuneration structure for Directors and Executive Officers is designed to motivate directors and officers to contribute to the improvement of the Company’s business performance not only over the short-term, but also over the mid- to long-term, so that the Company can continuously enhance its corporate value, and it consists of monthly remuneration, a fixed amount paid each month as remuneration for the execution of duties, STI (Short Term Incentive) based on the business performance for the relevant fiscal year, and LTI (Long Term Incentive) based on the mid- to long-term business performance.
Monthly remuneration shall be paid as a fixed amount each month based on remuneration standards resolved by the Compensation Committee.
STI shall be determined and paid by resolution of the Compensation Committee, taking into consideration the business performance of each fiscal year.
Based on standards and procedures approved by the Compensation Committee, LTI is based on the mid- to long-term performance and paid in the form of the Company’s shares, in order to function as a sound incentive for sustainable growth.
Remuneration paid to Directors who concurrently serve as Executive Officers and Executive Officers shall consist of monthly remuneration, STI and LTI, and the composition rate shall be determined based on the remuneration standards resolved by the Compensation Committee. The composition ratio of variable compensation is increased according to the weight of management responsibility attributed to each position.
Remuneration paid to Outside Directors and other Directors who do not concurrently serve as Executive Officers shall consist only of monthly remuneration.
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In order to advance the Company’s sustainable growth and enhance its corporate value over the mid-to long-term by achieving the management from the perspective of shareholders through having a shareholding in the Company, even Directors and Executive Officers who are not eligible for LTI shall acquire the Company’s stock by contributing a certain portion of their remuneration to the Officers Shareholding Association.
Directors and Executive Officers shall be required to continuously hold the Company’s shares acquired as LTI and the Company’s shares acquired through the Officers’ Shareholding Association during their term of office and for one year following their retirement, except where the Company permits such shares to be sold for the purpose of securing funds for the payment of taxes.
Approach to remuneration level
The remuneration levels for Directors and Executive Officers are set at a level that is highly competitive in order to secure diverse and talented human resources based on objective remuneration data from an outside research organization and information provided by outside consultants, as well as research and analysis of a peer group of approximately 20 to 30 global Japanese companies of similar size. The Company also reviews remuneration from time to time in response to changes in the business environment.
Additionally, although the Compensation Committee considered conducting a review of the peer group in setting the remuneration levels for the fiscal year ended March 31, 2026, the Compensation Committee decided to forgo the review and, taking into account changes in the business and operating environment, determined to not change the remuneration levels for the fiscal year ended March 31, 2026.
Remuneration structure
Remuneration paid to Executive Officers consists of monthly remuneration, STI and LTI, and the ratio of STI and LTI is set according to the weight of management responsibility attributed to each position, with a view to providing an incentive to continuously improve corporate value.
Outline of remuneration system for Executive Officers
Based onperformance
Fluctuation
Paymentmethod
Paymenttiming
Remuneration composition ratio(When STI/LTI are paid at the base amount)
PresidentandExecutiveOfficer
ExecutiveVicePresidentandExecutiveOfficer
SeniorManagingExecutiveOfficer
ManagingExecutiveOfficer
ExecutiveOfficer
Fixed
Cash
Monthly
STI
Short-term performance-based remuneration
Annually
LTI
Medium- to long-term performance-based remuneration
Stock
One year after the annual stock points are granted with restriction on transfer until retirement
Monthly remuneration
Monthly remuneration is paid each month as a fixed monthly amount in cash based on positions as consideration for the execution of duties.
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STI is a performance-based remuneration that is paid once a year in cash, taking into account the Company’s performance each fiscal year and the individual performance of each Executive Officer.
The final payment amount is determined by multiplying the standard STI amount by the individual performance coefficient after determining the payment level using the Company’s performance coefficient.
The Company’s performance coefficient fluctuates between 0 and 150% depending on the achievement of key performance indicators (KPIs), which are operating profit margin and profit attributable to owners of the parent of consolidated accounting, both of which are important indicators that measure the contribution to corporate value during each fiscal year.
The individual performance coefficient fluctuates between 80 and 120% depending on the achievement of individual targets set for each Executive Officer’s role. The President’s performance is evaluated by the Compensation Committee, while those of the Executive Officers, excluding the President, are evaluated by the Compensation Committee following an evaluation by the President.
Company’s performance coefficient (Fluctuation range: 0-150%)
Individual performance coefficient (Fluctuation range: 80-120%)
STI payment
Standard STI
Company’s performance
coefficient
Individual performancecoefficient
LTI is a non-monetary performance-based remuneration that provides shares based on financial and non-financial performance through a trust structure, aiming to further enhance mindfulness toward contributing to the sustained improvement of corporate value of the Company over the mid- to long-term, as well as to share profits with shareholders.
Points are granted according to the base amount for each position in April each year, and shares equivalent to the points based on performance are granted one year after the points are awarded. Furthermore, a restriction period on transfer is placed on the granted shares. In principle, such restriction on transfer is lifted at the time of retirement from both of the Company’s Director and Executive Officer. Any share of the Company acquired as LTI shall be continuously held, throughout their term of office and for one year after their retirement, except where the Company permits such shares to be sold for the purpose of securing funds for the payment of taxes.
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Performance evaluations are based on key indicators that measure the degree of contribution to increasing corporate value over the mid- to long-term aiming to accelerate commitment to the key themes and further support the creation of both social and economic value. KPIs for financial indicators are the consolidated operating profit margin and profit for the year attributable to owners of the parent, which are important indicators that should be addressed to achieve the ROIC target set for the fiscal year ending March 31, 2031 described in Item 4. “Information on the Company-B. Business Overview-Preparing for the Future-‘Financial Strategy.” KPIs for non-financial indicators are directly linked to key themes: brand value, total CO2 emissions, and associate engagement. KPIs for stock indicators are the total shareholder return, which is an indicator that reflects the market evaluation of our creation of both social and economic value. Remuneration varies from 40 to 240% depending on the performance of each evaluation year.
Evaluation method
Weight
Evaluated based on degree of achievement of targets
60%
40 to 240%
20%
Evaluation based on relative comparison with the dividend-inclusive TOPIX growth rate for the fiscal year
Non-financial indicators are evaluated based on the following indicators:
Brand value: Survey of the Company’s brand value by a third-party research firm
Total CO2 emissions: The amount of CO2 emissions from corporate activities and products based on CO2 emissions calculation methods used commonly in Japan (and globally)
Associate Engagement: Survey of employee activeness in each region by a third-party research firm
(LTI before the fiscal year ended March 31, 2024)
Points are granted according to the base amount for each position in April each year, and shares equivalent to the points linked to performance are granted three years after the points are awarded. Therefore, the Company’s performance up to the fiscal year ended March 31, 2026, will be reflected in LTI up to the fiscal year ended March 31, 2024. Furthermore, a restriction period on transfer is placed on the granted shares. In principle, such restriction on transfer is lifted at the time of retirement from both Company’s Director and Executive Officer. Any share of the Company acquired as LTI shall be continuously held, throughout their term of office and for one year after their retirement, except where the Company permits such shares to be sold for the purpose of securing funds for the payment of taxes.
Performance evaluations are based on key indicators that measure the degree of contribution to increasing corporate value over the medium to long term. KPIs for financial indicators are consolidated operating profit margin and consolidated profit before income taxes, which vary from 50 to 150% depending on the level of growth over the past three fiscal years. KPIs for non-financial indicators are brand value, SRI indicators, and employee activeness, which vary from 50 to 150% depending on the degree of achievement of the target values for the year under evaluation.
120
Evaluated based on growth over the past three fiscal years
35%
50 to 150%
30%
Brand value: Survey of motorcycle/automobile/power products businesses by a third-party research firm
SRI index: Dow Jones Sustainability World Index
Employee activeness: Survey of employee activeness in each region by a third-party research firm
In addition, Executive Officers who are nonresidents of Japan are not eligible for LTI, but shall be eligible for the same addition to or subtraction from the remuneration based on the performance evaluation used in LTI.
Actual payouts of STI and LTI
With respect to STI and LTI for the current fiscal year, the Compensation Committee resolved the following matters in order to respond to changes in the external environment and to ensure that the incentives function appropriately:
As the remuneration levels set at the beginning of the fiscal year were no longer appropriate in light of changes in the business and operating environment, the base amounts of STI and LTI for the Representative Executive Officers were revised, irrespective of the compensation mix ratios determined by executive position.
As the target values for the fiscal year ended March 31, 2026 fell significantly below the assumptions made at the time the compensation system was designed, the final performance-based coefficient for the fiscal year ended March 31, 2026 was determined by reducing the coefficient derived from the level of achievement against targets through multiplying it by the degree of deviation from the original targets.
In order to clarify responsibility for losses arising from the revision of the automobile electrification strategy, the STI for the President and Representative Executive Officer and the Executive Vice President and Representative Executive Officer for the fiscal year ended March 31, 2026 was set at zero, regardless of the results calculated under the above-mentioned performance-based coefficient.
As a result, with respect to the compensation of the Representative Executive Officer, STI was reduced by 100% from the base amount. For LTI, the granted points for the fiscal year ended March 31, 2024, with the evaluation period from the fiscal year ended March 31, 2024 through the fiscal year ended March 31, 2026, were paid at a performance-based coefficient of 61%, while the granted points for the fiscal year ended March 31, 2026, with the fiscal year ended March 31, 2026 as the evaluation period, were paid at a performance-based coefficient of 40%.
With respect to the compensation of Executive Officers below the level of Senior Managing Executive Officer, STI was reduced by 50.7% from the base amount. For LTI, the granted points for the fiscal year ended March 31, 2024, with the evaluation period from the fiscal year ended March 31, 2024 through the fiscal year ended March 31, 2026, were paid at a performance-based coefficient of 82%, while the granted points for the fiscal year ended March 31, 2026, with the fiscal year ended March 31, 2026 as the evaluation period, were paid at a performance-based coefficient of 43%.
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Recovery of Erroneously Awarded Compensation
In accordance with the rules of the United States Securities and Exchange Commission and the New York Stock Exchange, the Company has implemented a policy to recover erroneously awarded incentive-based compensation.
Under this policy, in the event that the Company is required to prepare a restatement of the financial statements, the Company shall, in principle, reasonably and promptly cause the return of all of the portion of the STI and LTI paid or granted to the Company’s Executive Officers exceeding what would have been paid or granted based on the restated financial statements. In addition, in the event that an Executive Officer of the Company commits certain misconduct, derelictions of duty, violations of the laws, or similar actions, the Company shall reasonably and promptly, as determined by the Compensation Committee, cause the return of part or all of the STI and LTI paid or granted to such Executive Officer.
The compensation subject to recovery includes STI and LTI paid or granted during the fiscal year in which a restatement of the financial statements is required or other causes for recovery arose, and the preceding three fiscal years. The Company’s policy to recover extends to Executive Officers who served as such during such period, even if they have since resigned from the position. Furthermore, LTI subject to recovery includes points awarded before the issuance of shares and shares during the transfer restriction period.
Matters related to non-monetary remuneration
In order to function as a sound incentive for sustainable growth, in accordance with the criteria and procedures approved by the Compensation Committee, the Company delivers and provides the Company’s shares and dividends accruing on the Company’s shares, in conjunction with the mid- to long-term business performance.
Overview of the Compensation Committee and its activities
The Compensation Committee determines the details of remuneration, for each individual Director and Executive Officer and undertakes other duties as required by laws and regulations and the Articles of Incorporation. The Compensation Committee consists of four Directors, including three Outside Directors, and the Chairperson is selected from among the independent Outside Directors.
A total of ten meetings of Compensation Committee were held in fiscal year ended March 31, 2026, and all members attended all meetings.
The main matters discussed during the fiscal year ended March 31, 2026 are as follows.
Basic policy, annual activity plan
Officers’ performance evaluation
Performance Evaluation Criteria for STI and LTI
The LTI and the stock delivery rules
Remuneration levels
Reasons for the Compensation Committee to determine that the details of individual remuneration for Directors and Executive Officers are in line with the remuneration determination policy
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The Company examines and deliberates the consistency of remuneration levels, the composition of remuneration, and the setting of targets for performance-based remuneration, etc., with the Company’s basic policy on the determination of remuneration for officers from various perspectives, based on comparisons with the external environment and information provided by external consultants.
Therefore, the Compensation Committee believes that the individual remuneration for Directors and Executive Officers for the fiscal year ended March 31, 2026 is in line with the remuneration determination policy.
The total amount of fixed monthly remuneration paid to the Company’s Directors and Executive Officers during the fiscal year ended March 31, 2026 was ¥1,308 million. This amount includes fixed monthly remuneration paid to one Director who had concurrently served as Executive Officer and resigned as of April 7, 2025. In light of the seriousness of the resignation of one Director who had concurrently served as Executive Officer as a result of inappropriate conduct outside of work, President and Representative Executive Officer voluntarily returned 20% of his fixed monthly remuneration for a period of two months. The total amount of fixed monthly remuneration amount reflects the voluntary repayment of remuneration. The amount of fixed monthly remuneration paid to Executive Officers includes the amount of fixed monthly remuneration paid to the Executive Officers who were also Directors of subsidiaries of the Company.
The total amount of STI and LTI for the Company’s Directors and Executive Officers accrued for the fiscal year ended March 31, 2026 were ¥147 million and ¥112 million, respectively. To clarify the responsibility for the losses associated with the reassessment of the automobile electrification strategy, the Company decided not to pay STI to the President and Representative Executive Officer as well as the Executive Vice President and Representative Executive Officer for the fiscal year ended March 31, 2026.
The amounts of fixed monthly remuneration paid, STI and LTI accrued during the fiscal year ended March 31, 2026 are as follows:
Directors excluding Outside Directors
Outside Directors
Directors excluding Outside Directors do not include five directors who concurrently serve as Executive Officers.
The amount of fixed monthly remuneration paid to Toshihiro Mibe during the fiscal year ended March 31, 2026 was ¥169 million. The amount of LTI for Toshihiro Mibe accrued for the fiscal year ended March 31, 2026 was ¥3 million.
The amount of fixed monthly remuneration paid to Noriya Kaihara during the fiscal year ended March 31, 2026 was ¥123 million. The amount of LTI for Noriya Kaihara accrued for the fiscal year ended March 31, 2026 was ¥21 million.
The amount of fixed monthly remuneration paid to Masayuki Igarashi during the fiscal year ended March 31, 2026 was ¥113 million. The amount of STI for Masayuki Igarashi accrued for the fiscal year ended March 31, 2026 was ¥10 million.
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The Board Incentive Plan
For the fiscal year ended March 31, 2019, the Company resolved to introduce a stock compensation scheme (the “Scheme”) for the purpose of further enhancing Executive Officers’ mindfulness toward contributing to the sustained improvement of corporate value of the Company over the mid- to long-term as well as seeking for the sharing of common interests with its shareholders. The continuation of the content of the Scheme was resolved for the fiscal year ended March 31, 2022 and for the fiscal year ended March 31, 2025.
Outline of the Scheme
The Scheme is a stock compensation scheme that uses a BIP (Board Incentive Plan) trust (a “BIP Trust”). A BIP Trust is a scheme where, in the same way as performance share and restricted stock schemes in the U.S., shares in the Company and money are delivered and paid to Executive Officers in accordance with their positions and the degree of achievement or growth in management indicators of the Company such as performance and corporate value.
Content of trust agreement
Type of trust
Purpose of trust
Trustor
Trustee
Beneficiaries
Trust administrator
Date of trust agreement
Period of trust
Exercise of voting rights of Company shares
Class of shares acquired
Amount of trust money added at the time of the trust period extension
Timing of acquisition of shares
Method of acquisition of shares
Holder of vested rights
Residual assets
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Total number of shares scheduled to be acquired by Executive Officers
2,603,000 shares (Total number of shares scheduled to be acquired for three fiscal years from the fiscal year ended March 31, 2025)
Scope of persons eligible to receive beneficiary rights and other rights under the Scheme
Executive Officers who satisfy the beneficiary requirements
See Item 6.A “Directors and Senior Management” for information concerning the Company’s Directors required by this item.
The following tables list the number of Honda full-time employees as of March 31, 2024, 2025 and 2026.
As of March 31, 2024
MotorcycleBusiness
AutomobileBusiness
Financial ServicesBusiness
Power Products andOther Businesses
194,993
As of March 31, 2024, Honda had 194,993 full-time employees, including 133,573 local nationals employed in its overseas operations.
As of March 31, 2025
194,173
As of March 31, 2025, Honda had 194,173 full-time employees, including 132,239 local nationals employed in its overseas operations.
As of March 31, 2026
195,109
As of March 31, 2026, Honda had 195,109 full-time employees, including 131,959 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 86% of the employees of the Company and its Japanese subsidiaries were members of AHWU as of March 31, 2026.
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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.
Honda’s average number of temporary employees on a consolidated basis during the fiscal year ended March 31, 2026 was as follows.
19,484
9,058
8,846
1,545
Policy on Employee Compensation, etc.
The Company has established a policy on employee compensation and other related matters as part of its human resources strategy aligned with its business strategy. The fundamental principle of the compensation system is a performance-based approach. The Company positions this policy as a supporting foundation to attract and retain talent and implement it by maintaining a system that enables highly motivated and diverse employees to fully demonstrate their capabilities.
For non-managerial employees, the Company has introduced a system based on performance and capability, under which non-managerial employees are evaluated and compensated based on both demonstrated capabilities and results, as well as behavioral processes. Wages are determined through labor-management negotiations, taking into account the provision of a stable working environment for all employees, as well as the medium- to long-term business environment. Bonuses are also determined through labor-management negotiations, reflecting short-term business performance.
For managerial employees, the Company has adopted two compensation structures for the two types of managerial roles: “Transformation Roles,” which emphasize roles and responsibilities, and “Innovation Roles,” which emphasize the demonstration of capabilities. Each compensation structure incorporates a performance-based system tailored to the characteristics of the respective roles. In addition, compensation for managerial employees is set at a competitive level based on market compensation level. Furthermore, a stock-based compensation scheme has been introduced for certain managerial employees to enhance their commitment to improving corporate value over the medium to long term.
The total amount of the Company’s voting securities owned by its Directors and Executive Officers as a group as of the filing date of this Annual Report is as follows. The individual ownership of each of the Directors and Executive Officers is listed next to their names under Item 6.A. Directors and Senior Management.
Title of Class
Amount Owned
% of Class
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, 2026, the Association owned 24,397,421 shares of the Company’s Common stock.
The shares include 40% of the shares to be received by the directors and officers participating in the LTI program, which is the portion of such stock compensation not subject to variation under the LTI program.
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The Employee Stock Ownership Plan
From the fiscal year beginning from April 1, 2024, the Company resolved to introduce a stock grant scheme (the Scheme) for the purpose of further enhancing Operating Executives’ mindfulness toward contributing to the key initiatives and further support the creation of social and economic value with Executive Officers.
The Company expanded the Scheme to include certain Management positions beginning from the fiscal year ending March 31, 2026 to accelerate these key initiatives and to further create mid- to long-term social and economic value through cooperation among Executive Officers, Operating Executives and Management positions.
The Scheme is a stock grant scheme that uses an ESOP (Employee Stock Ownership Plan) trust (an “ESOP Trust”). An ESOP Trust is a scheme where, in the same way as performance share and restricted stock schemes in the U.S., shares in the Company and money are delivered and paid to Operating Executives and, beginning from the fiscal year ending March 31, 2026, to certain Management positions in accordance with the Company’s Stock Grant Regulations.
Amount of trust money at the time of the trust period agreement
Timing of acquisition of shares at the time of the trust period agreement
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Amount of trust money added at the time of the trust period
Timing of acquisition of shares at the time of additional trust
Total number of shares scheduled to be acquired by Operating Executives and Management positions
2,335,000 shares (Total number of shares scheduled to be acquired for three fiscal years from the fiscal year ended March 31, 2025)
Operating Executives and, beginning from the fiscal year ending March 31, 2026, certain Management positions who satisfy the beneficiary requirements
As of March 31, 2026, 4,533,000,000 shares of Honda’s Common Stock were issued and 3,892,580,441 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, 2026:
Name
The Master Trust Bank of Japan, Ltd. (Trust Account)
Custody Bank of Japan, Ltd. (Trust Account)
Moxley & Co. LLC*
Moxley & Co., LLC is the nominee of JPMorgan Chase Bank, N.A., which acts as the Depositary for the Honda’s ADSs.
None of the above shareholders has voting rights that are different from those of our other shareholders.
According to a statement on Schedule 13G (Amendment No. 10) filed by BlackRock, Inc. with the SEC on July 17, 2025, BlackRock, Inc. directly and indirectly held, as of June 30, 2025, 320,300,830, or 6.1% of the then issued shares, of Honda’s Common Stock.
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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, 2026 were 4,533,000,000 shares of Common Stock, of which 222,860,406 shares represented by ADSs and 754,978,663 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 209 on March 31, 2026.
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.
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, 2026, Honda had sales of ¥644.9 billion and purchases of ¥2,126.1 billion with affiliates and joint ventures accounted for using the equity method. As of March 31, 2026, Honda had receivables of ¥376.8 billion from affiliates and joint ventures, and had payables of ¥297.8 billion to affiliates and joint ventures.
Honda does not consider the amounts involved in such transactions to be material to its business.
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”.
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.
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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.
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 Company will strive to pay stable and continuous dividends aiming at DOE (dividend on adjusted equity attributable to owners of the parent*) of approximately 3.0%. We will strive to further improve our capital efficiency and enhance the level of dividends.
The Company may also acquire its own shares at a timing that it deems optimal, with the goal of 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’s basic policy for dividends is to make semiannual distributions (an interim dividend and a year-end dividend). The Company may determine dividends from surplus by a resolution of the Board of Directors.
The Company determined total dividends for the year ended March 31, 2026 were ¥70 per share. Semiannual dividends per share for the year ended March 31, 2026 were as follows: the interim ¥35, the year-end ¥35 per share.
Details of Distribution of Surplus (Record dates of the fiscal year ended March 31, 2026)
Dividend per Share of Common Stock (yen)
Total Amount of Dividends (millions of yen)
Adjusted “equity attributable to owners of the parent”, which is the basis for DOE (dividend on adjusted equity attributable to owners of the parent), is based on adjusted amounts that exclude “Other components of equity”, which fluctuate significantly due to the effects of foreign exchange and market conditions.
Except otherwise disclosed in this Annual Report on Form 20-F, no significant change has occurred since the date of the annual financial statements.
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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 three shares 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.
See Item 9.A, “Offer and Listing Details”.
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 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 2.4 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.
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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 and Executive Officers
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 and executive officers of a company which adopts a “company with three committees” corporate governance system, including Honda, is determined at the compensation committee within the board of directors, and the Articles of Incorporation of the Company also include the equivalent provisions. The compensation committee shall establish the compensation policy as well as determine the compensation for directors and executive officers.
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.
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Shareholders’ Register Manager
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 2.4 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”.
All contracts concluded by Honda during the two years preceding this filing were entered into in the ordinary course of business.
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.
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, 2047, and (b) 20.2% 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 20.2% withholding tax rate is reduced to (i) 15.315% for dividends to be paid on or before December 31, 2047, and (ii) 15.15% 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 with various countries, whereby the maximum withholding tax rate is generally set at 15% or 10% for portfolio investors. Under the income tax treaty between Japan and the United States, the maximum withholding tax rate is generally set at 10% for portfolio investors.
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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.
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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 dividend is distributed to the date payment is converted 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 U.S. federal income tax liability.
Dividends will generally be income from sources outside the U.S. and will generally be “passive” income for purposes of computing the foreign tax credit allowable to such U.S. holder.
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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, the portion of its holding period for the shares or ADSs that preceded the current taxable year).
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.
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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 in the U.S. holder’s gross income, and it will be subject to tax at rates generally 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.
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.
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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.
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
Each person to whom ADRs are issued against deposits of Shares, including without limitation, deposits and issuances in respect of:
•
Share distributions, stock split, rights, merger
Exchange of securities or any other transaction or event or other distribution affecting the ADSs or the deposited securities
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Category
The servicing of the shares or other deposited securities, the sale of securities (including, without limitation, deposited securities), the delivery of deposited securities or otherwise in connection with the depositary’s or its custodian’s compliance with applicable law, rule or regulation.
Stock transfer or other taxes and other governmental charges.
SWIFT, telex and facsimile transmission and delivery charges incurred at the request of persons depositing, or holders delivering shares, ADSs or deposited securities.
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Transfer or registration fees for the registration or transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities.
In connection with the conversion of foreign currency into U.S. dollars, transferring foreign currency or U.S. dollars to the United States, obtaining any approval or license of any governmental authority required for such conversion or transfer or making any sale.
4. Direct / Indirect Payment Disclosure
The Depositary has agreed to contribute to Honda a portion of certain fees received by the Depositary under the deposit agreement. From April 1, 2025 to March 31, 2026, such contributions totaled US$4,462,342.57. Additionally, from April 1, 2025 to March 31, 2026, the Depositary waived US$389,414.15 in expenses related to the Ordinary General Meeting of Shareholders.
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INDEX OF EXHIBITS
Incorporated by reference to the registrant’s Annual Report on Form 20-F filed on June 23, 2021.
Incorporated by reference to the registrant’s Annual Report on Form 20-F filed on June 23, 2023.
Incorporated by reference to the registrant’s Annual Report on Form 20-F filed on June 18, 2025.
Incorporated by reference to the registrant’s Annual Report on Form 20-F filed on September 27, 2001. (P)
Incorporated by reference to the registration statement for American Depositary Shares on Form F-6 (File No. 333-263937) filed by JPMorgan Chase Bank, N.A. as depositary, on March 29, 2022.
Incorporated by reference to Post-Effective Amendment No. 1 to the registration statement for American Depositary Shares on Form F-6 (File No. 333-263937) filed by JPMorgan Chase Bank, N.A. as depositary, on September 21, 2023.
Incorporated by reference to the registrant’s Annual Report on Form 20-F filed on July 9, 2004.
Incorporated by reference to the registrant’s Annual Report on Form 20-F filed on June 20, 2024.
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
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.
/s/ Toshihiro Mibe