Honda Motor(HMC) - 2024 Q4 - Annual Report

PART I Item 3. Key Information This section details the significant geopolitical, operational, financial, and legal risks that could adversely affect Honda's business, financial condition, and operating results Risk Factors - Honda identifies three major geopolitical risks: economic security (e.g., import/export controls, policy changes from elections), international conflicts (e.g., Ukraine, Middle East), and human rights regulations, all of which could disrupt operations and supply chains[19][20][23] - The company is exposed to purchasing and procurement risks, including reliance on certain suppliers, potential price increases for materials and parts, and quality issues. A past shortage of semiconductors impacted production, and while resolved, prices for some materials are increasing[26][27][29] - Information security risks are growing due to the increased demand for software in automated driving and digital services. Cyber-attacks, equipment malfunctions, or human error could lead to operational suspensions, data leakage, and damage to brand image[32][35][36] - Honda faces environmental risks from wide-ranging regulations concerning climate change, fuel efficiency, and emissions. These could increase costs and impact production, development, and sales activities across its business segments[40][41] - Financial and economic risks include economic slowdowns, currency fluctuations, and intense market competition. The Financial Services business also faces credit risk, residual value risk, and competition from other financing sources[48][49][51] - Brand image is a critical asset, and its value could be diminished by product defects or other issues. The company reported inappropriate cases related to certification tests for past vehicles to Japan's MLIT on May 31, 2024, which could damage its brand image and operating results[55][56] Item 4. Information on the Company This section provides a comprehensive overview of Honda's history, capital investments, business segments, and forward-looking strategies, including its organizational structure and physical assets History and Development of the Company - Honda Motor Co., Ltd. was incorporated on September 24, 1948, succeeding an enterprise established in 1946 by Soichiro Honda[67] Capital Expenditures (Accrual Basis) | Fiscal Year Ended March 31, | Total Capital Expenditures (¥ billion) | Capital Expenditures (Excluding equipment on operating leases) (¥ billion) | | :--- | :--- | :--- | | 2022 | 2,503.8 | 477.7 | | 2023 | 2,233.5 | 690.0 | | 2024 | 3,141.1 | 692.7 | Business Overview - Honda's business is divided into four segments: Motorcycle, Automobile, Financial Services, and Power Products and Other Businesses[71] Revenue from External Customers by Business Segment (¥ billions) | Business Segment | FY 2022 | FY 2023 | FY 2024 | | :--- | :--- | :--- | :--- | | Motorcycle Business | 2,185.2 | 2,908.9 | 3,220.1 | | Automobile Business | 9,147.4 | 10,593.5 | 13,567.5 | | Financial Services Business | 2,820.6 | 2,954.0 | 3,248.8 | | Power Products and Other Businesses | 399.2 | 451.1 | 392.2 | | Total | 14,552.6 | 16,907.7 | 20,428.8 | Revenue from External Customers by Geographical Market (¥ billions) | Geographical Market | FY 2022 | FY 2023 | FY 2024 | | :--- | :--- | :--- | :--- | | Japan | 1,943.6 | 2,013.0 | 2,242.2 | | North America | 7,624.7 | 8,945.9 | 11,713.6 | | Europe | 611.8 | 690.6 | 961.1 | | Asia | 3,711.4 | 4,335.7 | 4,313.8 | | Other Regions | 660.8 | 922.2 | 1,197.9 | | Total | 14,552.6 | 16,907.7 | 20,428.8 | Organizational Structure - As of March 31, 2024, Honda had 61 Japanese subsidiaries and 228 overseas subsidiaries[380] - Key subsidiaries include Honda R&D Co., Ltd. (Japan), American Honda Motor Co., Inc. (U.S.A.), American Honda Finance Corporation (U.S.A.), and Honda Motor (China) Investment Co., Ltd. (China), all of which are 100% owned[381] Property, Plants and Equipment - Honda's principal manufacturing facilities are located in Japan, the U.S.A., Canada, Mexico, India, Indonesia, Thailand, Vietnam, and Brazil[382] Capital Expenditures by Business Segment (¥ millions) | Business Segment | FY 2023 | FY 2024 | Increase (Decrease) | | :--- | :--- | :--- | :--- | | Motorcycle Business | 44,818 | 57,244 | 12,426 | | Automobile Business | 438,469 | 315,524 | (122,945) | | Financial Services Business | 1,543,664 | 2,449,030 | 905,366 | | Power Products and Other Businesses | 10,405 | 14,657 | 4,252 | | Total | 2,037,356 | 2,836,455 | 799,099 | - Honda plans to establish a comprehensive EV value chain in Canada, with a total investment of approximately CAD$15 billion, including a new EV plant and a battery plant expected to start operation in 2028[395] - The company is re-tooling three existing plants in Ohio, USA, to become its EV Hub, with production equipment planned to start operation in 2026[396] Operating and Financial Review and Prospects This section provides a detailed analysis of Honda's financial performance, liquidity, capital resources, and research and development initiatives, highlighting key operational results and strategic investments Operating Results FY2024 vs FY2023 Key Financial Metrics | Metric | FY 2023 (¥ billion) | FY 2024 (¥ billion) | Change (%) | | :--- | :--- | :--- | :--- | | Sales Revenue | 16,907.7 | 20,428.8 | +20.8% | | Operating Profit | 780.7 | 1,381.9 | +77.0% | | Profit before Income Taxes | 879.5 | 1,642.3 | +86.7% | | Profit for the Year | 717.3 | 1,182.5 | +64.9% | | Profit Attributable to Owners | 651.4 | 1,107.1 | +70.0% | - The increase in FY2024 sales revenue was mainly due to higher sales in the Automobile business and positive foreign currency translation effects. The rise in operating profit was driven by price and cost impacts and sales volume, partially offset by increased expenses[406][410][412] Consolidated Unit Sales by Business (thousands of units) | Business Segment | FY 2023 | FY 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Motorcycle | 12,161 | 12,219 | +0.5% | | Automobile | 2,382 | 2,856 | +19.9% | | Power Products | 5,645 | 3,812 | -32.5% | Liquidity and Capital Resources - Honda's policy is to maintain sufficient capital, liquidity, and a sound balance sheet. It plans to invest ¥10 trillion over ten years (from FY2022) to establish a production system for 2 million EVs by 2030[561][562] Cash Flow Summary (¥ billions) | Cash Flow Activity | FY 2023 | FY 2024 | | :--- | :--- | :--- | | Net cash from operating activities | 2,129.0 | 747.2 | | Net cash used in investing activities | (678.0) | (867.2) | | Net cash from (used in) financing activities | (1,468.3) | 918.6 | - Consolidated cash and cash equivalents increased by ¥1,151.5 billion to ¥4,954.5 billion as of March 31, 2024. This corresponds to approximately 2.9 months of sales revenue, indicating sufficient liquidity[565][572] Contractual Obligations as of March 31, 2024 (¥ millions) | Obligation Type | Total | Within 1 year | 1-3 years | 3-5 years | Thereafter | | :--- | :--- | :--- | :--- | :--- | :--- | | Financing liabilities | 10,941,618 | 4,379,834 | 4,050,714 | 1,824,995 | 686,075 | | Other financial liabilities | 736,378 | 239,112 | 166,843 | 104,716 | 225,707 | | Purchase and other commitments | 108,440 | 101,068 | 7,152 | 220 | — | | Total | 11,824,688 | 4,758,266 | 4,224,709 | 1,929,931 | 911,782 | Research and Development R&D Expenditures by Segment (¥ billions) | Business Segment | FY 2022 | FY 2023 | FY 2024 | | :--- | :--- | :--- | :--- | | Motorcycle Business | 65.8 | 70.3 | 79.9 | | Automobile Business | 708.1 | 754.1 | 869.9 | | Power Products and Other Businesses | 29.9 | 27.5 | 26.4 | - In its Motorcycle business, Honda is developing the world's first "Honda E-Clutch" system for manual motorcycles and revised its 2030 electric motorcycle sales target up to 4 million units annually[587][590] - In its Automobile business, Honda unveiled the "Honda 0 Series," a new global EV series launching in 2026, and plans to introduce 10 Honda-brand EV models in China by 2027. It is also developing the CR-V e:FCEV, a fuel cell electric vehicle with a plug-in charging function[598][599][602] - As of March 31, 2024, Honda owned over 13,100 patents in Japan and over 26,600 abroad, with more than 4,800 and 11,900 applications pending in Japan and abroad, respectively[623] Directors, Senior Management and Employees This section outlines Honda's corporate governance structure, executive compensation policies, and employee demographics, including key leadership roles and workforce distribution Directors and Senior Management - Honda has adopted a "company with three committees" corporate governance system: Nominating, Audit, and Compensation. Each committee must consist of three or more directors, with a majority being outside directors[626][627] - Key leadership includes Toshihiro Mibe as Director, President, Representative Executive Officer, and CEO, and Shinji Aoyama and Noriya Kaihara as Director, Executive Vice Presidents and Representative Executive Officers[632][634][636] Compensation - Executive compensation consists of three parts: fixed monthly remuneration, a Short Term Incentive (STI) based on annual business performance (operating profit margin and profit attributable to owners), and a Long Term Incentive (LTI) based on mid-to-long-term performance (financial and non-financial indicators)[661][665][667] Total Compensation for FY2024 (¥ millions) | Category | Number of persons | Fixed remuneration | STI | LTI | Total | | :--- | :--- | :--- | :--- | :--- | :--- | | Directors (excl. Outside) | 4 | 287 | — | 12 | 300 | | Outside Directors | 5 | 90 | — | — | 90 | | Executive Officers | 13 | 829 | 612 | 440 | 1,882 | | Total | 22 | 1,209 | 612 | 453 | 2,274 | - For FY2024, the STI was increased by 30% compared to the base amount, and the LTI was paid with a performance-based coefficient of 134%[675] Employees Number of Full-Time Employees by Business Segment | Business Segment | As of Mar 31, 2023 | As of Mar 31, 2024 | | :--- | :--- | :--- | | Motorcycle Business | 45,813 | 47,980 | | Automobile Business | 139,999 | 135,829 | | Financial Services Business | 2,340 | 2,409 | | Power Products and Other Businesses | 8,887 | 8,775 | | Total | 197,039 | 194,993 | - As of March 31, 2024, Honda had 194,993 full-time employees, with 133,573 (approximately 68.5%) being local nationals employed in overseas operations[702] Major Shareholders and Related Party Transactions This section identifies Honda's major shareholders and outlines transactions with related parties, confirming their non-material impact on overall business operations Major Shareholders of Record (as of March 31, 2024) | Shareholder | Shares owned (thousands) | Ownership (%) | | :--- | :--- | :--- | | The Master Trust Bank of Japan, Ltd. (Trust Account) | 773,445 | 16.0 | | Custody Bank of Japan, Ltd. (Trust Account) | 305,126 | 6.3 | | Moxley & Co. LLC (Nominee for ADSs) | 259,782 | 5.4 | - BlackRock, Inc. reported beneficial ownership of 7.1% of Honda's Common Stock as of December 31, 2023[717] - During fiscal year 2024, Honda had sales of ¥959.9 billion to and purchases of ¥2,062.7 billion from affiliates and joint ventures accounted for using the equity method[722] Item 8. Financial Information This section covers Honda's financial statements, legal proceedings, and profit redistribution policies, emphasizing dividend strategy and future growth investments - Honda's basic policy for dividends is to strive for a stable and continuous payout, aiming for a consolidated dividend payout ratio of approximately 30%[731] Dividends per Share for FY2024 | Period | Dividend per Share (Yen) | | :--- | :--- | | Interim (Record Date: Sep 30, 2023) | 87.00 | | Year-end (Record Date: Mar 31, 2024) | 39.00* | - A three-for-one stock split was effective on October 1, 2023. The year-end dividend of ¥39 is based on post-split shares. On a pre-split basis, the year-end dividend would be ¥117, and the total annual dividend would be ¥204[736] PART II Item 15. Controls and Procedures This section confirms the effectiveness of Honda's disclosure controls and internal control over financial reporting as assessed by management and audited by KPMG AZSA LLC - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of March 31, 2024[801] - Based on an assessment using the COSO framework, management concluded that internal control over financial reporting was effective as of March 31, 2024. This was audited and confirmed by KPMG AZSA LLC[804][805] Item 16C. Principal Accountant Fees and Services This section details the fees paid to Honda's principal accountant, KPMG AZSA LLC, and outlines the Audit Committee's pre-approval policies for services to ensure independence Principal Accountant Fees (¥ millions) | Fee Type | FY 2023 | FY 2024 | | :--- | :--- | :--- | | Audit Fees | 5,295 | 5,624 | | Audit-Related Fees | 153 | 171 | | All Other Fees | 11 | — | | Total | 5,459 | 5,795 | - The Audit Committee has adopted pre-approval policies and procedures for all audit and non-audit services provided by the principal accountant to ensure independence[812][813] Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers This section details Honda's share repurchase activities during fiscal year 2024, including the total shares repurchased and the authorized repurchase programs - During the fiscal year ended March 31, 2024, Honda repurchased a total of 97,223,507 shares[818] - A share repurchase program was announced on May 11, 2023, authorizing the repurchase of up to ¥200 billion worth of shares by March 31, 2024[819] - A subsequent share repurchase program was announced on February 8, 2024, authorizing the repurchase of up to ¥50 billion worth of shares between March 1, 2024, and April 30, 2024[820] Item 16G. Corporate Governance This section outlines Honda's corporate governance practices, highlighting differences from NYSE standards, particularly regarding the composition of its Three Committees system - As a foreign private issuer, Honda is permitted to follow its home country (Japan's) corporate governance practices in lieu of certain NYSE requirements[822] - Honda uses a "Three Committees system" as stipulated by Japanese Company Law. A key difference from NYSE standards is that these committees must have a majority of "outside directors," not necessarily be composed entirely of independent directors[824][825] Item 16K. Cybersecurity This section details Honda's comprehensive cybersecurity risk management system, including its organizational structure for incident response and the absence of material impacts from cyber threats over the past three fiscal years - Honda has a cross-functional system to address cybersecurity across business systems, manufacturing, and products, with a Global Emergency Headquarters established for significant incidents under the supervision of the Risk Management Officer[840][841] - The Board of Directors has appointed the Director, Executive Vice President and Representative Executive Officer as the Risk Management Officer, who chairs the Risk Management Committee to oversee significant risks, including cybersecurity[847][848] - Over the past three fiscal years, no cybersecurity threats have been identified that have materially affected or are reasonably likely to materially affect Honda's business strategy, results of operations, or financial condition[846] PART III Item 18. Financial Statements This section presents Honda's audited consolidated financial statements for fiscal years 2022-2024, prepared under IFRS, along with KPMG AZSA LLC's unqualified opinion on both the financial statements and internal control effectiveness Report of Independent Registered Public Accounting Firm - KPMG AZSA LLC issued an unqualified opinion, stating that the consolidated financial statements present fairly, in all material respects, the financial position of Honda as of March 31, 2024 and 2023, and the results of its operations and cash flows for the three-year period ended March 31, 2024, in conformity with IFRS[864] - KPMG also issued an unqualified opinion on the effectiveness of the Company's internal control over financial reporting as of March 31, 2024, based on the COSO framework[865][884] - Critical Audit Matters identified were: 1) Evaluation of the provision for specific warranty programs, due to the subjectivity in estimating the number of affected units and repair costs. 2) Assessment of the allowance for expected credit losses on retail receivables at the U.S. finance subsidiary, due to the complexity of the ECL methodology and forward-looking economic assumptions. 3) Assessment of estimated end-of-term residual values of lease vehicles at the U.S. finance subsidiary, due to the subjectivity in forecasting used vehicle market values[868][871][874][878] Consolidated Financial Statements Consolidated Statement of Financial Position (Assets) | (¥ millions) | March 31, 2023 | March 31, 2024 | | :--- | :--- | :--- | | Current Assets | | | | Cash and cash equivalents | 3,803,014 | 4,954,565 | | Inventories | 2,167,184 | 2,442,969 | | Total current assets | 9,578,348 | 11,872,564 | | Non-current Assets | | | | Receivables from financial services | 3,995,259 | 5,616,676 | | Equipment on operating leases | 4,726,292 | 5,202,768 | | Property, plant and equipment | 3,168,109 | 3,234,413 | | Total non-current assets | 15,091,719 | 17,901,586 | | Total Assets | 24,670,067 | 29,774,150 | Consolidated Statement of Financial Position (Liabilities & Equity) | (¥ millions) | March 31, 2023 | March 31, 2024 | | :--- | :--- | :--- | | Current Liabilities | | | | Financing liabilities | 3,291,195 | 4,105,590 | | Total current liabilities | 6,652,124 | 8,323,492 | | Non-current Liabilities | | | | Financing liabilities | 4,373,973 | 6,057,967 | | Total non-current liabilities | 6,515,652 | 8,444,786 | | Total Liabilities | 13,167,776 | 16,768,278 | | Total Equity | 11,502,291 | 13,005,872 | | Total Liabilities and Equity | 24,670,067 | 29,774,150 | - Subsequent to the fiscal year end, on May 10, 2024, the Board of Directors approved a new share repurchase program to acquire up to 180,000,000 shares for a total amount up to ¥300 billion, running from May 13, 2024, to March 31, 2025[1275][1277]