Corporate Profile
Transcription
Corporate Profile
Honda Motor Co., Ltd. Annual Report 2006 This annual report is printed on 100% recycled paper using soy ink with no volatile organic content. Furthermore, a waterless printing process was used to prevent toxic emissions. Printed in Japan Annual Report 2006 Year Ended March 31, 2006 Honda Motor Co., Ltd. Corporate Profile Honda Motor Co., Ltd., operates under the basic principles of “Respect for the Individual” and “The Three Joys”—commonly expressed as The Joy of Buying, The Joy of Selling and The Joy of Creating. Respect for the Individual” reflects our desire to respect the unique character and ability of each individual person, trusting each other as equal partners in order to do our best in every situation. Based on this foundation of Respect for the Individual, “The Three Joys” expresses our belief and desire (Cover) The eighth-generation four-door Civic has enjoyed overwhelming support since going on sale in North America in September 2005. that each person working in, or coming into contact with our company, directly or through our products, should share a sense of joy through that experience. In line with these basic principles, since its establishment in 1948, Honda Motor Co., Ltd., has remained on the leading edge by creating new value by providing products of the highest quality at a reasonable price, for worldwide customer satisfaction. In addition, the Company has conducted its activities with a commitment to protecting the environment and enhancing safety in a mobile society. The Company has grown to become the world’s largest motorcycle manufacturer and one of the leading automakers. With a global network of 454* subsidiaries and affiliates accounted for under the equity method, Honda develops, manufactures and markets a wide variety of products ranging from small general-purpose engines and scooters to specialty sports cars, to earn the Company an outstanding reputation from customers worldwide. *As of March 31, 2006 Contents 1 Financial Highlights 2 To Our Shareholders 9 Review of Operations – Motorcycle Business – Automobile Business – Financial Services Business – Power Product & Other Businesses 23 Honda’s Business in China 32 Environment and Safety 37 Preparing for the Future 38 Risk Factors 40 Corporate Governance 46 Board of Directors, Corporate Auditors and Operating Officers 49 Financial Section 106 Corporate Information 108 Honda’s History 109 Investor Information Caution with Respect to Forward-Looking Statements This annual report contains “forward-looking statements” as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on management’s assumptions and beliefs taking into account information currently available to it. Therefore, please be advised that Honda’s actual results could differ materially from those described in these forward-looking statements as a result of numerous factors, including general economic conditions in Honda’s principal markets and foreign exchange rates between the Japanese yen and the U.S. dollar, the Euro and other major currencies, as well as other factors detailed from time to time. Financial Highlights Financial Data Honda Motor Co., Ltd., and Subsidiaries Years ended or at March 31 Net sales and other operating revenue Operating income Income before income taxes and equity in income of affiliates Equity in income of affiliates Net income Per common share (Basic) Per American depositary share Cash dividends paid during the period Per common share Per American depositary share Stockholders’ equity Per common share Per American depositary share Total assets Depreciation Capital expenditures Yen U.S. dollars (millions except per share amounts) (millions except per share amounts) 2004 2005 2006 ¥8,162,600 600,144 641,927 75,151 464,338 486.91 243.45 33,541 35 17.5 2,874,400 3,054.90 1,527.45 8,328,768 213,445 287,741 ¥8,650,105 630,920 656,805 96,057 486,197 520.68 260.34 47,797 51 25.5 3,289,294 3,556.49 1,778.24 9,316,970 225,752 373,980 ¥9,907,996 868,905 814,617 99,605 597,033 648.67 324.33 71,061 77 38.5 4,125,750 4,518.53 2,259.26 10,571,681 262,225 457,841 2006 $84,345 7,397 6,935 847 5,082 5.52 2.76 605 0.66 0.33 35,122 38.47 19.23 89,995 2,232 3,898 On April 26, 2006, the Board of Directors declared a two-for-one stock split of the Company’s common stock. All shareholders of record on June 30, 2006 will receive one additional share of common stock for each share on July 1, 2006. Information pertaining to shares and earnings per share has not been restated in the accompanying consolidated financial statements and notes to the consolidated financial statements to reflect this split. This information will be presented effective after the stock split is made. Operating Data Years ended March 31 Unit Sales Breakdown Japan North America Europe Asia Other Regions Total Years ended March 31 Automobiles (Thousands) (Thousands) 2006 2004 2005 2006 2004 2005 2006 403 656 299 7,017 831 9,206 378 643 338 8,192 931 10,482 368 615 353 7,907 1,028 10,271 716 1,558 231 341 137 2,983 712 1,575 267 512 176 3,242 696 1,682 291 521 201 3,391 477 2,363 1,261 619 327 5,047 432 2,514 1,309 712 333 5,300 487 2,827 1,477 717 368 5,876 Automobile Business Financial Services Business Yen (millions) Yen (millions) 2005 2004 2006 ¥1,397,237 ¥1,463,531 ¥1,447,388 3,900,755 3,923,930 4,722,354 717,360 516,108 597,467 731,833 532,552 661,471 385,759 245,372 317,236 ¥6,592,024 ¥6,963,635 ¥8,004,694 Years ended March 31 Net Income and Return on Equity (ROE) (%) 20 450 15 5,000 5.0 300 10 0 0 02 03 04 05 06 Net Sales and Other Operating Revenue Operating Margin 2005 2006 ¥118,010 ¥118,252 ¥126,507 107,440 106,824 123,779 73,861 64,154 66,030 27,626 25,790 24,930 18,848 16,196 16,939 ¥331,590 ¥332,975 ¥370,621 Years ended or at March 31 Yen (billions) 600 7.5 2.5 Yen (millions) 2004 2006 Total Assets, Stockholders’ Equity and Stockholders’ Equity per Common Share 7,500 2,500 2005 Power Product & Other Businesses ¥ 20,043 ¥ 20,017 ¥ 21,140 212,522 222,494 267,485 10,108 7,448 8,827 1,966 899 1,441 6,170 1,784 2,962 ¥242,696 ¥255,741 ¥306,869 Years ended or at March 31 (%) 10.0 Yen (billions) 10,000 (Thousands) 2005 2004 Net Sales and Other Operating Revenue and Operating Margin Power Products 2004 Motorcycle Business Yen (millions) Net Sales 2004 2005 Breakdown 2006 ¥ 93,203 ¥ 97,405 ¥ 99,009 Japan 349,741 321,828 North America 322,213 208,092 182,400 198,471 Europe 324,026 242,370 289,169 Asia 244,944 190,881 Other Regions 156,104 ¥996,290 ¥1,097,754 ¥1,225,812 Total Motorcycles 150 Yen (billions) 12,500 (Yen) 5,000 10,000 4,000 7,500 3,000 5,000 2,000 2,500 1,000 5 0 0 02 03 04 Net Income ROE 05 06 0 0 02 03 04 05 06 Total Assets Stockholders’ Equity Stockholders’ Equity per Common Share Throughout this annual report, the United States dollar amounts have been translated from Japanese yen solely for the convenience of the reader at the rate of ¥117.47=U.S.$1, the approximate exchange rate prevailing on the Tokyo Foreign Exchange Market on March 31, 2006. 1 To Our Shareholders Takeo Fukui President and Chief Executive Officer The Year in Review Fiscal 2006, which ended March 31, 2006, was the first year of Honda’s new mid-term business plan, launched in April 2005. During the year, we strengthened our position in each business and region and enhanced local operations. Seeking to lead the world in “creating new value for the customer,” we harnessed our resources in an effort to further pursue the creation of advanced technologies and products that represent the uniqueness of Honda. Environment Honda’s operating environment in fiscal 2006 was characterized by growing concern about soaring crude oil prices in various world regions. The U.S. economy was strong, benefiting from rising personal consumption and improved employment numbers, and the European economy posted a moderate recovery. Economies in Asia continued to record strong growth, especially in China and India. In Japan, the economy recovered modestly, supported by increasing personal consumption and capital expenditures and a turnaround in exports. In this operating environment, Honda strove to solidify its corporate foundation in order to meet the needs of customers and society more swiftly and accurately. With respect to R&D, we actively developed technologies aimed at enhancing safety and minimizing environmental impact, as well as advanced technologies designed to boost the attractiveness of our products. On the production side, we strengthened our manufacturing foundation and expanded capacity at our Asian production facilities and affiliates accounted for under the equity method. We also started construction of a new transmission plant in the United States and a production facility in Asia. Regarding sales, we aggressively launched products offering new levels of value and delivered offerings with global appeal. Also, we worked to consolidate our automobile sales channels in Japan, upgraded our product lineup and strengthened our sales system. Motorcycle Business In fiscal 2006, we continued supplying attractive products to the rapidly growing Asian motorcycle market. This enabled us to expand sales, especially in India and Indonesia. To address rising demand, we increased production capacity at our manufacturing subsidiaries and affiliates accounted for under the equity method in those countries. We also reported higher sales in Brazil, where the market continues to grow. Sales in other regions were also favorable. 2 Amid ongoing expansion of our global operations, we sought to improve our production technologies and our ability to efficiently launch new models. At the same time, we advanced the skills of our technicians and strengthened our domestic production systems, with a view toward launching our advanced technologies globally. We continued our aggressive pursuit of safety-enhancing and environmentally friendly technologies with highlights of the period including the launch in Asia of a small-size motorcycle equipped with Honda’s original programmed fuel injection (PGM-FI)*1 technology. We also succeeded in developing the world’s first mass-produced motorcycle with an airbag protection system. In these and other ways, we used multiple technologies, accumulated from our experience in automobiles, to make better and safer motorcycles. Unit sales of Honda motorcycles, all-terrain vehicles (ATVs) and personal watercraft (PWC) in fiscal 2006 amounted to 10,271,000 units*2, down 2.0% from the previous year. In another highlight, cumulative motorcycle production reached 150 million units in fiscal 2006, 57 years since the launch of the Dream Type D*3 in 1949. Automobile Business In the automobile segment, we undertook a full model change of the Civic in various regions around the world, launching models that meet specific local needs. These included dedicated models for the North American and European markets. Increasingly concerned about rising gasoline prices and environmental issues, more customers are demanding fuel-efficient products. As a result, the new Civic received overwhelming support. Fiscal 2006 saw healthy sales of the Civic and other passenger cars in North America. Sales of light truck models in the region were also strong, mainly boosted by the launch of the Ridgeline in March 2005. In Asia, where the market continues to grow, sales in China, India and other major markets increased, enabling us to broaden our business in the region. In response, we increased the production capacity of manufacturing subsidiaries and affiliates accounted for under the equity method. In the domestic market, which remained challenging, we upgraded our product lineup and deployed information technology to strengthen our sales and service systems. Seeking to maximize customer satisfaction and enjoyment, in March 2006 we integrated our three sales channels— Primo, Clio and Verno—into a single Honda channel, through which all Honda-brand automobiles can now be purchased. Unit sales of automobiles rose 4.6%, to 3,391,000 units, Power Product Business In the power product segment, we reported solid sales in North America of generators and engines supplied on an OEM*4 basis for use in pressure washers. In Europe, sales of engines supplied on an OEM basis for use in lawnmowers increased. Sales were also boosted by our supply to various regions of highly cost-competitive products made in Asia. During the year, Honda began sales of the iGX engine* 5, boasting world-class environmental *1: Programmed fuel injection (PGM-FI) This original Honda system is designed to enhance fuel efficiency and lower emissions. It employs various sensors to monitor engine operating status and a computer to calculate the optimal amounts of fuel required. The system then delivers those amounts to the engine cylinders. Honda adapted its PGM-FI system, originally developed for automobiles, to motorcycles by reducing the number of parts to make it more compact and less expensive. *2: Of the unit sales of Honda-brand motorcycle products that are manufactured and sold by overseas affiliates accounted for under the equity method, those to which parts for manufacturing were not supplied from Honda or its subsidiaries are not included in unit sales. If those products, which amounted to approximately 2.6 million units, had been added, total unit sales would have increased 12% from last fiscal year. *3: Dream Type D: This was Honda’s first originally-developed motorcycle, marking a notable departure from previous models, which had been based on bicycle frames. *4: OEM (Original equipment manufacturer) OEM refers to a manufacturer of products and components supplied for sale under a third-party brand. *5: iGX engine The world’s first (i) engine to incorporate electronic engine speed control technology by using the STR GOVERNOR, an electronic governor(ii) that requires no battery. (i) According to a Honda survey (ii) STR GOVERNOR (electronic governor) This system allows the electronic control unit (ECU) to constantly monitor throttle opening and engine speed, electronically regulating the throttle opening to maintain a constant engine speed even under changing engine load conditions. STR: Self-Tuning Regulator GOVERNOR: A device that regulates engine speed, maintaining a constant engine speed, regardless of load fluctuations 3 To Our Shareholders performance, in major global markets. We also strove to expand sales of our compact, home-use cogeneration system.*6 As a result, unit sales of power products rose 10.9% compared with the preceding term, to 5,876,000 units. Due to the factors described above, consolidated net sales in fiscal 2006 reached ¥9,907.9 billion, up 14.5% from the previous year. Net income rose 22.8%, to ¥597.0 billion.*7 Future Initiatives Fiscal 2007: Key Initiatives by Business Segment Looking at the global economy, the U.S. and Asian economies are expected to grow steadily, and Japan and Europe are also expected to maintain moderate economic recoveries. However, due to a number of uncertainties including global political and economic factors, rising prices for oil and raw materials, and currency fluctuations, we expect that the global environment surrounding Honda will remain very challenging. It is under these circumstances that Honda will strengthen its corporate structure quickly and flexibly to meet the requirements of our customers and society, as well as changes in the business environment. Also, in order to improve the competitiveness of its products, Honda will strive to enhance its R&D structure and its production and sales abilities. Further, Honda will continue striving to earn even more trust and understanding from society through its Companywide activities. Motorcycle Business Although it is likely that the motorcycle business will continue to be affected by high gasoline prices, as well as interest rate hikes in some regions, we anticipate ongoing growth in regions where motorcycles are an important part of people’s lives and an essential mode of transportation. Through such moves as equipping scooters with AT*8, Honda is meeting increasingly diverse customer needs with products that are competitively priced, with the goal of increasing sales. From an environmental perspective, we are equipping more models with PGM-FI and other features that provide superior environmental performance. To meet the expected increase in sales, we are raising production capacity at our affiliates accounted for under the equity method in India and China, as well as consolidated subsidiaries in the Philippines and Pakistan. In other regions, against the backdrop of a robust economy, we expect the Brazilian market to continue expanding, and are working to strengthen our model lineup as well as expand sales of our mainstay models in this country. Besides Brazil, in mid-2006 we plan to begin production in Argentina to meet demand in this expanding market. In North America, in mid-2006 we will launch new ATV models that are tailored to customer needs and introduce an entry-level motocross bike. Such efforts should enhance sales in this region. From the standpoint of safety, from mid-2006 we will offer the first motorcycles equipped with airbags, and will remain aggressive in our efforts to develop other safety initiatives. As a result of these activities, we plan to sell 10,840,000 units*9 in fiscal 2007, deepening Honda’s involvement in the motorcycle business, where the Company got its start. *6: Compact, home-use cogeneration system Honda has combined its original electromagnetic inverter technologies with the world’s smallest(i) natural gas engine (GE160V) in an efficient layout to create a small, lightweight generation unit. Due to its compactness, the unit can be installed in the home and boasts an overall energy efficiency of 85%. It also emits approximately 30% less carbon dioxide than conventional natural gas-powered generators or hot-water heating units using natural gas.(ii) i: A Honda development, the reciprocal gas engine ii: Data from Honda test results. Data compares electric power from natural gas-powered generation with hot-water heating units that use natural gas. *7: Net income was boosted by a ¥138.0 billion gain on the return of the substitutional portion of the Employees’ Pension Funds to the Japanese government, which was accounted for at the operating income stage. *8: AT is an acronym for “automatic transmission.” *9: Of the unit sales forecasts for Honda-brand motorcycle products that are manufactured and sold by overseas affiliates accounted for under the equity method, those to which parts for manufacturing were not supplied from Honda or its subsidiaries are not included in unit sales. If those products, which amounted to approximately 3.36 million units, had been added, total unit sales of forecasts would have increased 10.3% from last fiscal year. 4 Automobile Business Taking into consideration such factors as high gasoline prices and higher interest rates, in calendar 2006, we expect overall United States demand for automobiles to total approximately 16.5 million units. Honda will further enhance its model lineup that features superior environmental and safety performance. In addition to launching a new entry-premium SUV (sport utility vehicle), the Acura RDX, the Honda CR-V and the Acura MDX will undergo full model changes, and we will further expand our lineup of light truck models, which offer superb fuel economy and driving performance. In the passenger car segment, we will work to expand sales of the new Civic, which went on sale in 2005, and the Fit, for which sales launched from Canada in March 2006. In May 2006, we expanded local production by beginning operations at a new AT plant in the state of Georgia, in the United States. We expect the Asian markets to continue delivering high levels of growth. To meet this burgeoning demand and increase sales, we will expand our sales and service networks within each country in this region. We will work to accelerate sales of the new Civic, which went on sale in China in April 2006. In addition to boosting production capacity at an affiliate accounted for under the equity method, we will also begin operations at a new powertrain plant in China in early 2007 as part of our efforts to increase local production. To meet as broad a range of market needs as possible, in 2006 we will launch a progression of Acura-brand vehicles, such as the Acura RL and the Acura TL. In addition to the Accord and the City, production of the Civic will begin in India, and this model will go on sale there in July 2006. We have accelerated our initially planned expansion to 100,000 units by three years, to 2007. In Vietnam, a new plant with an annual production capacity of 10,000 units will begin manufacturing and selling the Civic in mid-2006. In other regions, we anticipate sales to continue growing in South America as these economies expand. To meet rising demand in Brazil, we will expand annual production capacity to 80,000 units in early 2007, rising to 100,000 units in 2008. Despite an extremely competitive environment in Europe, the new Civic, five-door model (for the European market) has fared well since its launch at the beginning of 2006. We will add a three-door model within 2006, aiming to boost sales in this market as we augment our lineup. In anticipation of rapid expansion in the Ukrainian market, we have established a new subsidiary to strengthen our sales efforts there and round out our sales structure for the European region. Japan remains an intensely difficult market, and in 2006 demand is expected to remain at the previous year’s level. To better focus on enhancing the lifetime satisfaction of customers, we will bring our core Honda brand to the forefront, strengthening our sales and service system and making the Honda channel*10 easier for customers to access. Through these activities, we are planning sales of 3,720,000 units in fiscal 2007. Our aim, while continuing to develop our business globally, is to create new value for our customers. Power Product Business From the time we manufactured our first general-purpose engines in 1953, we have steadily enhanced our product portfolio. As a result, in May 2006 our cumulative global output of power products reached 70 million units. In fiscal 2007, we will focus on supplying cost-competitive general-purpose engines from Asia to other regions as we work to expand sales of generators and general-purpose engines in North America and Asia. Taking into account growing worldwide awareness of environmental and energy-related issues, in the second half of 2006 we plan to extend sales of our compact, home-use cogeneration system from Japan to include the United States. Through these efforts, we plan to sell 5,880,000 units in fiscal 2007. We will meet increasingly diverse customer needs by offering products with superior environmental and safety performance, which will also accelerate the expansion of Honda’s power product business. *10: Honda channel In line with the integration of the Honda channel, the current Primo, Clio and Verno channel dealers will all be renamed “Honda Cars.” 5 To Our Shareholders Preparing for the Next Leap Forward Honda believes that an even stronger spirit of innovation and creativity is essential to its goal of stepping up the pace of its effort to become number one in “creating new value” for customers throughout the world. Although the environment in which Honda operates is likely to grow increasingly challenging, to take our next leap forward Honda will accelerate its efforts to bolster “at the spot” activity, strengthening the core characteristics that make Honda unique and achieve further growth. More specifically, I will discuss Honda’s medium- to long-term vision, which identifies three themes—“Establishing advanced manufacturing systems and capabilities,” “Strengthening the foundation for overseas growth” and “Strengthening our commitment to reduce Honda’s environmental footprint”. Establishing advanced manufacturing systems and capabilities We will strengthen our production and R&D systems in Japan to support the development of our overseas business, and build innovative manufacturing systems that help create new value. Addressing production in Japan, we are building a leading-edge automobile plant that will allow integrated production of everything from engines to entire automobiles. Our new plant in Japan will employ a high-quality and highly efficient production system featuring the most advanced technology, and strengthen our global production network by taking on the leader function for Honda facilities throughout the world. So that each of our engineers will set their sights as high as possible, in April 2006 we reorganized our R&D operations in Japan. We are also building a new R&D center to enhance the development of next-generation vehicles and to upgrade our R&D structure, which serves as the starting point of manufacturing. By improving our production and R&D systems in these ways, we will continue to provide products that exceed our customers’ expectations. As a result, we will hone further our ability to “create new value.” Strengthening the foundation for overseas growth We are constructing a new automobile plant in the United States and an automobile engine plant in Canada to strengthen our business in North America. We are also setting our sights on Asia and South America, which in recent years have experienced remarkable growth. To benefit from this growth, we are expanding our local production capacity in these regions. These measures are designed to take Honda’s worldwide sales to more than 18 million motorcycles, more than 4.5 million automobiles and more than 7 million power products by 2010. Strengthening our commitment to reduce Honda’s environmental footprint A Company that Society Wants to Exist Value Creation Creating new value for our customers Glocalization Honda regards environmental issues as one of the most important management issues, based on the direction of our “Commitment for the future”. To demonstrate this awareness, we are working 6 Expanding local operations Commitment for the Future Developing safety and environmental solutions aggressively on reducing the burden that we place on the environment. Global warming is an environmental issue that we are addressing through concerted efforts at our facilities throughout the entire world, and we consider it important to accelerate these initiatives even further. Based on this belief, we are working to develop manufacturing plants that generate as little CO2 as possible and to become a manufacturer of products that emit minimal levels of CO2. To these ends, we have set voluntary CO2 reduction goals. To achieve these goals from a product standpoint, we are aggressively pursuing a host of advanced environmental technologies, including a new dedicated hybrid vehicle, a new clean diesel engine with emissions as low as those of gasoline engines and a new fuel cell vehicle. From a manufacturing standpoint, we are Preparing for Honda’s Next Leap Forward Establishing Advanced Manufacturing Systems and Capabilities By strengthening the areas of production and R&D in Japan that support the future growth of overseas operations, Honda will establish advanced manufacturing systems and capabilities to create new value. Strengthening our Commitment to Reduce Environmental Footprint Strengthening the Foundation for Overseas Growth Focusing on strengthening its business foundation in North America and on business expansion in such growth areas as Asia and South America Continue pursuing more proactive efforts to reduce its environmental load with the main focus on CO2 reduction Reduction of CO2 Emissions—Setting Voluntary Goals (Compared to the level of 2000) Strengthening North American Operations Strengthening Japan Production ■ Building a new automobile plant ● New automobile plant to be built in Yorii, Saitama · Production capacity: approximately 200,000 units/year (Production capacity in Japan once operational: approximately 1.5 million units/year) · Scheduled start of operations: 2010 · Related investment: approximately ¥70 billion · Work force: approximately 2,200 associates ● Renovation of Sayama plant as a leading-edge manufacturing facility (After new plant begins operations) ■ Strengthening AT production ● Strengthen AT manufacturing system at Hamamatsu Plant Strengthening R&D Capabilities ■ Establishing new R&D center ● New R&D center to be built in Sakura, Tochigi · Scheduled start of operations: 2009 · Related investment: approximately ¥17 billion ■ Building a new automobile plant in the U.S.*11 ● Construction planned near Greensburg, Indiana · Production capacity: approximately 200,000 units/year (Production capacity in North America once operational: approximately 1.6 million units/year) · Scheduled start of operations: 2008 · Related investment: approximately US$550 million · New employment: approximately 2,000 associates (once operating at full scale) ■ Building a new automobile engine plant in Canada ● Construction planned adjoining existing auto plant · Production capacity: approximately 200,000 units/year · Scheduled start of operations: 2008 · Related investment: approximately US$140 million · New employment: approximately 340 associates ■ Reduce worldwide CO2 levels by 2010 ● Emission volume (per unit) when using products* 12 · Motorcycles: 10% reduction · Automobiles: 10% reduction · Power products: 10% reduction ● Emission volume (per unit) when manufacturing products* 13 · Motorcycles: 20% reduction · Automobiles: 10% reduction · Power products: 20% reduction Product Strategy ■ New dedicated hybrid vehicle · Additional improvements to fuel-efficient technologies and expected 2009 launch of vehicles with price significantly lower than the current Civic Hybrid · Anticipated annual worldwide sales of 200,000 units/year (100,000 designated for North America) ■ New clean diesel engines · Within three years, introduce new four-cylinder clean diesel engines that meets Tier2 BIN5*14 U.S. exhaust emission standard · Also start developing a clean V6 diesel engine ■ Motorcycles · By the end of 2010, install the majority of motorcycle models for sale worldwide with PGM-FI · Introduce new engine technologies, such as super-low friction engines and VCM system for motorcycles ■ New fuel cell vehicle · Develop working prototype vehicle based on the FCX concept model in the second half of 2006, and launch within the next three years ■ Solar cell · Begin sales in Japan of solar cell panels in the second half of 2006 · Establish a production line at Kumamoto plant capable of 27.5 megawatts/year and begin mass production in 2007 Expanding Business in Growing Markets ■ Motorcycle business in Asia · India: Increase production capacity to 5.2 million units/year in 2007 · Also planning to raise production capacity in the Philippines and Pakistan · Raise production capacity in Asia (excluding China) to 14 million units/year in 2007 (addition of 6 million units/year over three-year period) ■ Automobile business in Asia · India: Production capacity of 100,000 units/year by the end of 2007 ■ Automobile business in China ● Second plant at Guangzhou Honda to begin operations in second half of 2006 · Production capacity: approximately 120,000 units/year (Production capacity in China once operational: approximately 530,000 units/year) ■ Automobile business in South America · Brazil: Production capacity of 100,000 units/year by 2008 ▼ Honda’s Expected Global Sales in 2010 Motorcycles: more than 18 million Automobiles: more than 4.5 million Power products: more than 7 million *11: Reflects information distributed in the United States in a press release dated June 28, 2006 *12: For motorcycles and automobiles, units are g/km; for power products, kg/hour *13: For motorcycles, automobiles and power products, units are kg/unit *14: Tier2 BIN5 This standard for exhaust emissions was established in the United States by the Environmental Protection Agency based on the U.S. Clean Air Act and went into effect in 2004. Regulation value of NOx for emission category BIN5: 0.07g/mile 7 To Our Shareholders installing cogeneration systems and accelerating efforts to reduce environmental load from each of our plants. As a leading company that creates mobility products, reducing CO2 emissions is a top concern for Honda. Accordingly, we are prioritizing our global environmental initiatives. By strengthening the foundation for overseas growth and creating the innovative manufacturing systems as I described earlier, we expect to succeed in our goal of providing products that exceed customers’ expectations. Dividends per Share Returning Profits to Shareholders Years ended March 31 (Yen) (%) (plan) Honda strives to carry out its operations from a global perspective and to 120 2.0 increase its corporate value. With respect to the redistribution of profits to 100 * our shareholders, which we consider to be one of the most important management issues, Honda’s basic policy for dividends is to make 80 distributions after taking into account our long-term consolidated earnings performance. Honda will also acquire its own shares at the optimal timing 60 1.0 with the goal of improving efficiency of the Company’s capital structure. 40 The present goal is to maintain a shareholder return ratio (i.e. the ratio of the total of the dividend payment and the repurchase of Company shares to 20 consolidated net income) of approximately 30%. Retained earnings will be allocated toward financing R&D activities that are essential for the future 0 0 02 03 04 05 06 07 growth of Honda and capital expenditures and investment programs that will expand operations for the purpose of improving business results and Dividends per share (before stock split) strengthening Honda’s financial condition. Dividend yield *Calculation based on share price on March 31, 2006 The recent enactment of the new Company Law in Japan lifts restrictions on the number of dividend payments a company can make each year. With this in mind, Honda is considering a flexible shareholder return policy, such as quarterly dividend payments. We will continue striving to meet the expectations of all shareholders. Based on these policies, Honda decided on a fiscal 2006 year-end cash dividend of ¥60 per share, bringing total cash dividends for the year to ¥100, when adding the ¥40 interim dividend. In fiscal 2007, we plan to pay interim and year-end dividends of ¥30 each, for total cash dividends for the year of ¥60 per share. To make Honda shares more accessible to investors, we will implement a two-for-one stock split on July 1, 2006. Had the stock split not been carried out, dividends would have been equal to ¥60 per share for both interim and year-end dividends, which would have been an increase of ¥20 per share for the interim dividend and, as a result, an increase of ¥20 per share for the year, to ¥120. In Closing Honda’s overriding quest is to become a company that society wants to exist around the world. To this end, we will further hone our ability to create advanced technologies and products to lead the global industry in terms of providing people with enjoyment and inspiration. We look forward to the continued understanding and support of shareholders and other investors as we embrace the challenges of the future. June 23, 2006 Takeo Fukui President and Chief Executive Officer 8 Review of Operations MOTORCYCLE BUSINESS AUTOMOBILE BUSINESS FINANCIAL SERVICES BUSINESS POWER PRODUCT & OTHER BUSINESSES 9 Forza This 250cc scooter is equipped with the Honda S-Matic (electronically controlled belt converter)* 1, an automatic transmission that provides the same level of driving performance and operability as a manual transmission. *1: Honda S-Matic (electronically controlled belt converter) Transmission Basing gear selection on travel conditions, the transmission has two automatic modes—D Mode which is intended for use in urban areas and S Mode which is designed for suburban riding—as well as a seven speed manual mode and an auto-shift mode MOTORCYCLE BUSINESS Fiscal 2006 Results Unit Sales Years ended March 31 Thousands Japan North America Europe Asia Other Regions Total % change 2006 368 615 353 7,907 1,028 10,271 2005 378 643 338 8,192 931 10,482 Unit sales of Honda motorcycles, all-terrain vehicles (ATVs) and personal watercraft (PWC) in fiscal 2006 amounted to 10,271,000 units, down 2.0% from the previous fiscal year. The decline stemmed mainly from a decrease in sales of motorcycle parts for local production at Asian affiliates accounted for under the equity method. These figures do not include sales of Honda-brand motorcycle products that are manufactured and sold by affiliates accounted for under the equity method in India and China, those with respect to which parts for manufacturing were not supplied from Honda or such subsidiaries, which increased dramatically, to approximately 2.6 million units. Despite the decline in unit sales, net sales of motorcycles climbed 11.7%, to ¥1,225.8 billion, benefiting from the appreciation of the U.S. dollar and other major currencies against the yen and a change in our mix of models. Operating income jumped 64.4%, to ¥113.9 billion (including a ¥15.3 billion gain on the return of the substitutional portion of the Employees’ Pension Funds to the Japanese government). The operating margin was 9.3%. The operating income figure does not include earnings from affiliates accounted for under the equity method in Indonesia, India and China. However, their earnings are included in Honda’s consolidated net income results. (2.6)% (4.4) 4.4 (3.5) 10.4 (2.0)% Net Sales Years ended March 31 Yen (millions) 2005 ¥ 97,405 321,828 198,471 289,169 190,881 ¥1,097,754 Japan North America Europe Asia Other Regions Total % change 2006 ¥ 99,009 349,741 208,092 324,026 244,944 ¥1,225,812 1.6% 8.7 4.8 12.1 28.3 11.7% Unit Sales Net Sales Years ended March 31 (Thousands) Years ended March 31 Yen (billions) 12,500 1,225 1,250 1,097 10,482 10,271 10,000 1,000 9,206 947 978 996 02 03 04 Super Cub 50 (street version), the 50 millionth Super Cub (for the Japanese market) Built for getting around town, the street version is slightly different from the commercial-use Cub 8,080 7,500 750 6,095 5,000 500 2,500 250 0 0 02 03 04 Japan North America Europe 05 06 Asia Other Regions Japan North America Europe 05 06 Asia Other Regions 10 FourTrax Rincon The first Honda ATV with Programmed Fuel Injection (PGM-FI)*2, the FourTrax Rincon offers improved fuel efficiency. *2: Programmed Fuel Injection (PGM-FI) This original Honda system is designed to enhance fuel efficiency and lower emissions. It employs various sensors to monitor engine operating status and a computer to calculate the optimal amounts of fuel required. The system then delivers the appropriate amount of fuel to the engine cylinders. mini-size motorcycles, we enjoyed firm sales of the Forza series due to strong demand centered on customers in their 30s. The first-class and second-class motor-driven cycle categories faced declines in sales of the Today and the Crea Scoopy models, although sales of the Zoomer scooter was favorable. At the end of December 2005, cumulative production of the Super Cub series reached 50 million units. Launched in 1958, Super Cub motorcycles are now produced in 13 countries and sold in more than 160 countries around the world. Japan North America In Japan, unit sales declined 2.6%, to 368,000 units. Sales of smallsize two-wheeled motor vehicles (over 251cc) increased, supported by strong demand for sport bikes, as did sales of mini-size twowheeled motor vehicles (126cc–250cc), which benefited from healthy sales of scooters. However, sales of first-class motor-driven cycles (up to 50cc) and second-class motor-driven cycles (51cc–125cc) fell, due to a dip in market demand, and affected overall unit sales. In the small-size motorcycle category, the CB1300 Super Bol d’Or and the CB400 Super Bol d’Or—featuring a newly designed half-cowl for improved riding stability—generated strong sales. With respect to In North America, unit sales declined 4.4%, to 615,000 units. We recorded healthy sales of the VTX1300 series of cruisers and two models unveiled at the end of the previous fiscal year: the CRF450X off-road model and the CBR600RR sport model. Overall sales of off-road vehicles were down, however, due to soaring fuel prices. As a result, unit sales of motorcycles fell 4.0%, to 332,000 units. The ATV category benefited from firm sales of the FourTrax Rincon, which underwent a full model change in October 2005, and the TRX90, which is now equipped with a convenient electric starter for ease of starting. However, as was the case for motorcycles, high gasoline prices affected sales of small and medium-size utility ATV sales, leading to a 4.7% overall decline in combined ATV and PWC sales in North America, to 283,000 units. VTX1300R This retro-style cruiser is fitted with a liquid-cooled, V-twin engine. Zoomer The Zoomer is a naked 50cc scooter designed for fun-loving riders. 11 CBF1000 This easy-to-handle touring sport bike uses the engine derived from the phenomenal CBR1000RR, which provides comfortable operating performance at both low and high rpms, and is fitted with an adjustable seat and windshield for riding comfort. MOTORCYCLE BUSINESS Europe Asia In Europe, unit sales rose 4.4%, to 353,000 units. We enjoyed strong sales of the SH125i and the SH150i scooters and the CB600F Hornet, a naked sport bike that underwent a minor model change. Also popular was the Deauville touring bike, which underwent a full model change in February 2006. We released the Forza series of large scooters in April 2005, which have been well received in Japan, and in February 2006 we unveiled the CBF1000 touring sport bike, equipped with an engine based on the one powering the CBR1000RR. Both models have proven popular among European customers. In these ways, we delivered products that met the needs of customers in the intensely competitive market for commuter vehicles and in the growing niche for large scooters. In Asia, demand for motorcycles as an essential mode of transportation has continued to grow. Total of unit sales of completed products of Honda and its consolidated subsidiaries, and unit sales of parts for local production at Honda’s affiliates accounted for under the equity method, declined 3.5%, to 7,907,000 units. Honda is working hard to expand local businesses in the region through its active promotion of local procurement of parts used in overseas production. This strategy has resulted in a sharp increase in Honda-brand motorcycle products that are manufactured and sold by affiliates accounted for under the equity method in India and China, those with respect to which parts for manufacturing were not supplied from Honda or such subsidiaries, which increased dramatically to approximately 2.6 million units. In India, we enjoyed healthy sales of core models made by our affiliate, Hero Honda Motors Limited (HHML). These included two models—the Super Splendor, which went on sale at the end of the previous fiscal year, and the Glamour, which was launched in June 2005—as well as the CD Deluxe. In January 2006, HHML launched its first scooter, the Pleasure. Honda Motorcycle and Scooter India Private Limited (HMSI), a consolidated subsidiary, recorded strong sales of the Unicorn, its first motorcycle, and the Activa scooter. Unit sales of completed products of Honda and its consolidated subsidiaries, and unit sales of parts for local production at Honda’s affiliates accounted for under the equity method in India, totaled 1,934,000 units, down 865,000 from the previous fiscal year. However, these figures exclude sales of Honda-brand motorcycle products that are SH150i This stylish 150cc scooter features fuel efficiency and excellent environmental characteristics. Pleasure This fashionable 100cc scooter was designed for the female market (made by HHML). 12 Supra X 125 A newly designed 125cc Cub model (made by AHJ) Storm A 125cc motorcycle at an affordable price (made by Sundiro Honda) CG125 FAN An affordably priced motorcycle, launched in March 2005. Click Honda’s first scooter for the Asian market fitted with a Hydraulic Combined Braking System. (made in Thailand) However, this figure does not include sales of Honda-brand motorcycle products that are manufactured and sold by affiliates accounted for under the equity method in China, those with respect to which parts for manufacturing were not supplied from Honda or such subsidiaries, which rose more than 200,000 units from the preceding fiscal year, to around 970,000. manufactured and sold by affiliates accounted for under the equity method in India, those with respect to which parts for manufacturing were not supplied from Honda or such subsidiaries, which increased by more than 1,200,000 units, to approximately 1,630,000. In Indonesia, P.T. Astra Honda Motors (AHJ), an affiliate accounted for under the equity method, posted healthy sales of its Supra series, keyed to the Supra X 125, which went on sale in June 2005, and the Supra Fit, which underwent a full model change in August 2005. Also popular was the Supra X 125 PGM-FI, which was added to the lineup in December 2005 and features PGM-FI for superior fuel economy and drivability. In September 2005, production began at a third new plant, boosting our annual capacity by 1 million units, to 3 million. In Indonesia, unit sales of completed products of Honda and its consolidated subsidiaries, and unit sales of parts for local production at Honda’s affiliates accounted for under the equity method, grew 18.0%, to 2,672,000 units. In Thailand, we enjoyed robust sales of the Wave 125, which underwent a minor model change, and the Wave 100, following a full model change in April 2005. In February 2006, we launched the Click scooter with the first automatic transmission developed for the Asian market. In Thailand, unit sales of completed products of Honda and its consolidated subsidiaries grew 1.7%, to 1,514,000 units. In China, Sundiro Honda, an affiliate accounted for under the equity method, posted solid sales of the Storm, released in April 2005, and the Wiz, unveiled in June 2005. Another affiliate accounted for under the equity method, Wuyang-Honda, recorded strong sales of the SCR100, the GL125 and other core scooter models. Due to market confusion stemming from the adoption of Euro2*3 emission standards, as well as suppression of purchases following the announcement of an upcoming reduction in consumption tax, unit sales of completed products of Honda and its consolidated subsidiaries, and unit sales of parts for local production at Honda’s affiliates accounted for under the equity method in China fell 97,000 units from the previous fiscal year, to 336,000 units. Other Regions In other regions—covering Latin America, the Middle & Near East and Africa and Oceania—unit sales grew 10.4%, to 1,028,000 units. In Brazil, where economic performance was stable, Honda posted solid sales of core models, including the CG150 TITAN and the CG125 FAN. Following a full model, change in September 2005, the Biz 125, created for young people and women, also enjoyed popularity. In the Middle & Near East and Africa, we enjoyed robust sales of the Chinese-made CGL125 and the Japanese-made XL125. Outlook for Fiscal 2007 In the fiscal year ending March 2007, we project that unit sales of motorcycles, ATVs and PWC will rise 5.5%, to 10,840,000 units. We also forecast a significant increase in the number of Honda-brand motorcycle products that are manufactured and sold by affiliates accounted for under the equity method in India and China, those with respect to which parts for manufacturing are not supplied from Honda or such subsidiaries. Based on local sales projections, we estimate that sales of such motorcycles will surge to approximately 3,360,000 units. In Japan, we estimate that unit sales in fiscal 2007 will reach 370,000 units. We look forward to strong sales of the Chinese-made Today scooter, as well as the CB series, including the CBR400 Super Four, now featuring improved handling in low-revolution mode. We also anticipate higher sales of the CBR1000RR, after the overall weight for this model was reduced from the previous generation to achieve quicker acceleration and nimbler handling. In North America, we have succeeded in developing the world’s first production motorcycle airbag system. The new system is being *3: Euro2 (motorcycles) Stringent exhaust emission regulations for motorcycles implemented in Europe from 2003. China began implementing Euro2 regulations for all models from 2005, and Indonesia and Brazil are also implementing these regulations. (Even more stringent Euro3 emission regulations are being implemented in Europe in 2006.) 13 Shine The Shine is fitted with 125cc engine. (made by HMSI) CBF150 Fitted with a newly developed 150cc engine, this motorcycle achieves superior fuel economy and excellent power efficiency. (made by Sundiro Honda) FourTrax Rancher An all-around ATV with an air-cooled, vertically mounted engine PS125i Featuring a refined, casual design and two-tone color, this 125cc scooter offers advanced environmental performance and fuel economy. MOTORCYCLE BUSINESS introduced on the new GoldWing scheduled for release in mid-2006. We will strive to boost sales of ATVs in the region. In addition to the FourTrax Rancher, we will introduce new models to meet the needs of all customers, from beginners to experienced riders. For fiscal 2007, we are targeting regional sales of 650,000 units for motorcycles, ATVs and PWC, up 5.7%. In Europe, we will continue providing vehicles that satisfy the needs of customers. These include the PS125i and the PS150i, launched at the end of the previous fiscal year, and the CBF1000 naked sport bike. For fiscal 2007, we are targeting European sales of 340,000 units. In Asia, we project overall unit sales to grow 5.0%, to 8,300,000 units. Sales of Honda-brand motorcycle products that are manufactured and sold by affiliates accounted for under the equity method in India and China, those with respect to which parts for manufacturing are not supplied from Honda or such subsidiaries, are forecast to increase substantially, to approximately 3,360,000 units. In India, we will target increased sales of models made by our affiliate, HHML—notably the Glamour, the first model in India with PGM-Fl to be added to Honda’s lineup, and the core CD Deluxe. We will also work to boost sales of models made by our subsidiary, HMSI. These include the Shine motorcycle, which was launched in April 2006, and offers an ideal balance between fuel efficiency, performance, design and price. To meet projected sales growth, HHML will increase its production capacity by expanding existing facilities. By the end of calendar 2006, we expect our annual production capacity in India to reach 3,900,000 units. In Indonesia, where motorcycles are an essential mode of transportation, we expect the financial environment to remain difficult for some time. AHJ, our affiliate, will continue offering models that meet customer needs and will focus on boosting sales, especially of the Supra X 125, the Supra Fit and other models in the Supra series. In Thailand, we will seek to expand sales of the Click scooter, which was launched at the end of the previous fiscal year to respond to demand from young people for automatic transmission models. In June 2006, we will unveil the Air Blade, an innovatively designed scooter with an automatic transmission. In these ways, we will work to deliver attractive products that swiftly address the diversifying needs of customers. In China, Sundiro Honda, one of our affiliates, will unveil the CBF150 in July 2006, an advanced motorcycle with excellent operating performance aimed at affluent younger riders. Another affiliate, Wuyang-Honda, plans to introduce a new model with PGM-FI that is very friendly to the environment. On the production side, Wuyang-Honda completed its relocation to a new production facility in February 2006. The new facility has been fully revamped as an environmentally friendly Green Factory, with annual production capacity increasing from 600,000 to 1,000,000 units. The facility also features improved production efficiency and has the flexibility for further expansion in the future. Unit sales in other regions are expected to rise 14.8%, to 1,180,000 units. In Brazil, where the market continues to expand, we will target further increases in sales of core models, such as the CG150 TITAN, the CG125 FAN and the Biz 125. For the growing Argentinean market, in mid-2006, we plan to begin manufacturing the C105 Biz locally, based on Honda’s commitment to “build products close to the customer.” We will also unveil new models to satisfy the diversifying needs of customers. In the Middle & Near East and Africa, we plan to boost sales of core models, centering on the Chinese-made CGL125. GoldWing New GoldWing model with airbag deployed 14 Step Wagon This new model features a low-floor and lower-center-ofgravity platform, achieving a user-friendly body size with ample interior space and riding comfort. In addition, it is equipped with top-level safety and environmental features. AUTOMOBILE BUSINESS Fiscal Year 2006 Results Unit Sales Years ended March 31 Thousands Japan North America Europe Asia Other Regions Total % change 2006 696 1,682 291 521 201 3,391 2005 712 1,575 267 512 176 3,242 In fiscal year 2006, unit sales of automobiles rose 4.6%, to 3,391,000 units, mainly due to strong sales of completed vehicles in North America. Net sales in the automobile segment increased 14.9%, to ¥8,004.6 billion, due to favorable exchange rates and higher unit sales mainly in North America and Europe. Operating income jumped 38.9%, to ¥628.3 billion (including a ¥115.9 billion gain on the return of the substitutional portion of the Employees’ Pension Funds to the Japanese government), and the operating margin was 7.9%. It should be noted that this figure for operating income does not include income from affiliates in China and other countries. However, such income of these companies is reflected in the Company’s net income. (2.2)% 6.8 9.0 1.8 14.2 4.6 % Net Sales Years ended March 31 Yen (millions) 2005 ¥1,463,531 3,923,930 597,467 661,471 317,236 ¥6,963,635 Japan North America Europe Asia Other Regions Total % change 2006 ¥1,447,388 4,722,354 717,360 731,833 385,759 ¥ ¥8,004,694 (1.1)% 20.3 20.1 10.6 21.6 14.9 % Unit Sales Net Sales Years ended March 31 (Thousands) Years ended March 31 Yen (billions) 4,000 Japan Total automobile demand in Japan in calendar year 2005 remained largely unchanged, at around 5,860,000 units. For Honda, unit sales in fiscal year 2006 edged down 2.2%, to 696,000 units, due to lower sales of Fit, Elysion and Odyssey models. This was despite the 10,000 3,242 3,391 2,888 2,983 3,000 8,004 7,500 2,666 5,929 2,000 5,000 1,000 2,500 0 6,440 6,592 6,963 0 02 03 04 Japan North America Europe 05 06 Asia Other Regions 02 03 04 Japan North America Europe 05 06 Zest The combination of roomy cabin space, a low floor, luggage space with a wide door and strong driving performance make this new minicar a comfortable vehicle for families with active daily lives. (for the Japanese market) Asia Other Regions 15 Civic Achieving both driving performance and fuel economy with a newly developed 1.8-litter i-VTEC engine, this model receives high acclaim for its advanced safety features and advanced styling, which are standard equipment. (for the North American market) AUTOMOBILE BUSINESS launch of the all-new Airwave station wagon and the Zest, as well as higher sales of the Step Wagon, which underwent a full model change. In April 2005, we introduced the all new Airwave station wagon, featuring high utility in a compact body. In May, we released the new Step Wagon, after lowering the vehicle’s floor level and center-ofgravity and providing a more user-friendly body size, more internal space and sedan-like driving performance and comfort. In September 2005, we launched the new Civic, featuring an innovative, monoform design and more ample interior space. In March 2006, we began sales of the new Zest minicar, incorporating low-floor design technology for greater cabin room, occupant access and storage space. In addition to these and other products with new levels of value, we enhanced marketing efficiency by deploying advanced information technologies while strengthening our sales and service capabilities. In these ways, Honda strove to maximize the lifetime satisfaction of its existing customers in Japan, now totaling around 9.0 million. North America In calendar year 2005, automobile demand in the United States remained high, at around 16.99 million units. In the passenger car segment, we reported an increase in unit sales of the new Civic model, which offers excellent safety features and superb fuel economy. Sales of the Acura TSX, a sport sedan, were also strong. In the light truck segment, the all-new Ridgeline, a next-generation truck launched in March 2005, experienced strong demand, as did the Pilot, a mid-size SUV, and the Odyssey mini-van. As a result, overall sales in North America grew 6.8%, to 1,682,000 units. In October, we launched a new Brazilian-made Fit model in Mexico. Further north, we unveiled the Acura CSX, an Acura-brand entry model designed specifically for the Canadian market. Odyssey Equipped with a new engine to provide improved performance and superior fuel efficiency, as well as advanced safety features, the new Odyssey sets a new benchmark for minivans. (for the North American market) Ridgeline The Ridgeline employs a monocoque body for superior driving performance and riding comfort, and innovative Honda technologies and equipment add value to this next-generation truck. (for the North American market) 16 Five-Door Civic Offering sporty and sophisticated styling and fun-to-drive maneuverability, the five-door Civic provides a more spacious cabin and variety of seating arrangements (for the European market) In January 2006, we received “North American Car of the Year” and “North American Truck of the Year” awards for the Civic and the Ridgeline, marking the first time in history that the same manufacturer has won both categories in the same year. In addition, Honda vehicles were selected as Top Picks in five of the 10 automobile categories rated by U.S. Consumer Reports magazine for 2006 models. These rankings reflect excellent feedback on our introduction of models in the passenger car and light truck categories that offer excellent fuel performance and safety features. well-received sporty and sophisticated design, and the FR-V series, which benefited from the addition in August 2005 of a version with the Honda-developed i-CTDi*1 diesel engine, and continued robust sales of the Jazz. To meet growing demand for diesel-powered vehicles in the region and to strengthen our manufacturing system, Honda of the U.K. Manufacturing Limited began assembly of diesel engines. We included a diesel model in the new five-door Civic line, and the Accord, CR-V and FR-V are also available with Hondadeveloped diesel engines. In these ways, we enhanced our competitiveness in the extremely challenging European market. Europe *1: i-CTDi This is a proprietary diesel engine developed by Honda that optimizes combustion through the adoption of a high-pressure fuel injection system, combined with a newly developed emission treatment system. The i-CTDi is also compliant with Euro 4 emission standards for 2005. In Europe, overall automobile demand remained almost unchanged in calendar year 2005, at around 17.66 million units. Nevertheless, Honda’s unit sales in fiscal 2006 climbed 9.0%, to 291,000 units. This was due mainly to increased sales of the five-door Civic, released in January 2006, after a full model change that resulted in a FR-V (diesel) This minivan has an easy-to-handle compact body and six independent seats in two rows of three to enhance in-vehicle communication. (for the European market) Jazz This model creates new value through the combination of spacious cabin, a host of seating arrangements and innovative and unique styling, as well as world-leading fuel economy and brisk driving performance. (for the European market) 17 (Page 18) Upper left: Odyssey This multi-utility vehicle seats many passengers comfortably with the drivability and comfort of a passenger car meeting the needs of various customers. (for the Chinese market) Lower left: Fit Developed with a global small platform as its base, this compact model provides fuel economy at the top of its class, and has a roomy interior and good safety features. (for the Central and South American markets) Below: City ZX The City ZX combines advanced safety characteristics, a comfortable interior and a sporty design in a leading-edge sedan. (for the Asian market) (Page 19) Upper left: Acura RDX The combination of a turbo engine and Super-Handling All Wheel Drive (SH-AWD) makes the Acura RDX a model with good fuel economy in an entry-premium SUV. (for the North American market) Lower left: Civic Type R concept This three-door model features a high-performance engine and bold and emotional styling. (for the European market) Upper right: Fit This model is popular because of its good utility and an engine that achieves good drivability as well as fuel economy. (for the North American market) Lower right: Civic Strong marks for good driving performance, economy, environmental performance and interior comfort give the Civic an appealingly high level of quality. (for the Chinese market) AUTOMOBILE BUSINESS Asia Outlook for Fiscal 2007 In Asia, total unit sales of automobiles and automobile parts sold by Honda and its subsidiaries and affiliates edged up 1.8%, to 521,000 units. In China, the passenger car market expanded considerably, with demand reaching around 3.20 million units in calendar 2005. Guangzhou Honda, an affiliate accounted for under the equity method, recorded healthy sales of the popular Accord and Odyssey models. Another equity-method affiliate, Dongfeng Honda, enjoyed strong sales of the CR-V. Total unit sales in China of completed vehicles by Honda and its subsidiaries, as well as sales of component parts sets for production to equity-method affiliates amounted to 263,000 units, on par with the preceding term. In February 2006, Dongfeng Honda expanded its capacity to 120,000 vehicles per year, in an effort to meet rapidly expanding Chinese demand. Further, in June 2005, Honda Automobile China became the first passenger car maker in China to export vehicles to Europe from a plant that specializes in the production of export models. In these ways, Honda will continue using its accumulated China-related expertise to deliver top-level products in terms of both improved quality and cost. Demand continued to expand in other Asian markets, with major increases in sales of the City in Pakistan, India and elsewhere. Sales were also up in Taiwan, contributing to strong sales in the Asian region. In terms of manufacturing and R&D, we expanded manufacturing capacity at our plant in India and established an R&D facility in Thailand. These are a few examples of Honda’s efforts to strengthen its systems to respond swiftly to diversifying local needs. For fiscal 2007, we expect total unit sales of Honda automobiles to rise 9.7% year-on-year, to 3,720,000 units. In Japan, we launched the new Zest passenger minicar in March 2006. Going forward, we will target further sales increases by strengthening our line-up. For example, we will undertake full model changes for the Stream in mid-2006, followed by the CR-V in the latter half of calendar 2006. In the area of sales and service, too, we will continue striving to maximize lifetime customer satisfaction through various initiatives, including our strategy of integrating our domestic sales channels. As a result, we project unit sales in fiscal 2007 to increase 3.4%, to 720,000 units. In North America, we will launch the Acura RDX, an entrypremium SUV under the Acura brand, in mid-2006. Also within the Acura lineup, we will undertake a full model change of the Acura MDX, a premium SUV. The Honda CR-V, our compact SUV, will undergo a full model change. In the light truck segment, we will further strengthen and upgrade our lineup, with an emphasis on both performance and fuel efficiency. In the passenger car segment, too, we will continue broadening our offerings to meet growing demand for fuel efficient models. For example, in addition to the Civic, which underwent a full model change in September 2005, we began sales of the Fit in April 2006. In these ways, we will target further sales growth in North America by introducing highly attractive models in both the light truck and passenger car segments. This year marks the 20th anniversary since the birth of the Acura brand in the United States. In fiscal 2006, annual unit sales of Acura vehicles in the United States surpassed 200,000 units. To enhance the Acura brand, in mid-2007 we will complete construction of the new Acura Design Center in California to advance the brand identity. On the production side, we will upgrade our Marysville, Ohio, auto plant, which produces the Accord passenger car, making it Other Regions Unit sales in other regions grew 14.2%, to 201,000 units, due mainly to increased sales in South America, Oceania and the Middle East. In Brazil, sales of the locally produced Fit increased. In Australia and the Gulf states, we posted healthy sales of the Accord, Civic and other models. 18 more responsive to changes in demand. In the year ahead, we will begin production of the Acura RDX light truck in the same facility. In May 2006, we started operating a new transmission assembly plant in Georgia. We will continue to boost the local content of Honda vehicles made in North America. For fiscal 2007, we project unit sales in North America of 1,760,000 units, up 4.6%. In Europe, we plan to follow the five-door Civic by launching a three-door version in late 2006. In mid-2006, we will introduce the Legend sedan to the European market, and in late 2006, we will introduce a CR-V that has undergone a full model change. In July 2006, a new company in the Ukraine, a market which is expecting huge expansion will begin operations, further enhancing our sales capacity. To address increasing demand for diesel-powered vehicles in Europe, we will expand local production capabilities. We project a 10.0% rise in unit sales in Europe, to 320,000 units. In Asia, we expect unit sales in fiscal 2007 to jump 33.4%, to 695,000 units. In the Chinese passenger car market, we believe market demand could easily reach 3.5 to 3.7 million units. In fiscal 2007, we will respond to booming demand for the existing models made by affiliate Guangzhou Honda and Dongfeng Honda by further strengthening these companies’ sales networks. We will also expand the annual production capacity of Guangzhou Honda from 240,000 to 360,000 units in the latter half of calendar 2006. This will bring our total annual production capacity in China to 530,000 units, after adding the annual production capacity of Dongfeng Honda and including the production at the consolidated subsidiary Honda Automobile China. In addition to boosting production of completed vehicles, we will strengthen our local manufacturing capabilities with respect to powertrains. For example, we expect to begin producing automobile powertrains at Honda Auto Parts in the first half of calendar 2007. We will also develop the Acura brand in China, with successive rollouts of the Acura RL and Acura TL scheduled from mid-2006. Elsewhere in Asia, we will increase production capacity to meet growing demand. In India, for example, we will begin making Civic models in July 2006 as a footboard for annual capacity of 100,000 units by 2010. In addition, annual production capacity in Pakistan will be doubled from 25,000 to 50,000 units during fiscal 2007, and in Vietnam we will start making automobiles at the rate of 10,000 units per year. These vehicles will go on sale from mid-2006. In other regions, we project unit sales of 225,000 units, up 11.9% from fiscal 2007. This takes into account rising sales of the Civic in Brazil and Australia. In Brazil, where gasoline prices are soaring, we will also start making and selling flex-fuel vehicles*2 in calendar 2006. *2: Flex-fuel vehicles Vehicles that are designed to operate on gasoline, ethanol or a mixture of the two fuels 19 FINANCIAL SERVICES BUSINESS Fiscal 2006 Results Finance Subsidiaries–Receivables, Net Years ended March 31 Yen (millions) 2006 ¥3,139,591 1,700,914 ¥4,840,505 2005 ¥2,753,266 1,396,104 ¥4,149,370 Non-current Current Total % change Net Sales Finance Subsidiaries– Receivables, Net Years ended March 31 Yen (billions) Years ended March 31 Yen (billions) 400 5,000 310 300 240 245 Honda offers a variety of financial services to its customers and dealers, with the aim of supporting sales of Honda motorcycles and automobiles. These services are provided through financial subsidiaries in the United States, Japan, Canada, the United Kingdom, Germany, Brazil and Thailand. In fiscal 2006, net sales of our financial services business, including intersegment sales within Honda, rose 20.0%, to ¥310.9 billion, due mainly to firm demand for automobiles in North America, as well as positive currency translation effects. Operating income edged up 0.8%, to ¥90.5 billion, benefiting from a higher loan balance accompanying expansion of our business, as well as a reduction in selling, general and administrative expenses, which outweighed the negative effects of increased funding costs. 14.0% 21.8 16.7% 4,840 4,149 4,000 3,641 3,327 259 3,000 209 2,803 Outlook for Fiscal 2007 200 2,000 100 In fiscal 2007, we look forward to further expansion of our financial services business, which helps support sales in other business segments. Our forecast is based on expectations of renewed growth in our core operations, especially the automobile business. 1,000 0 0 02 03 04 05 06 02 03 04 Non-current 05 06 Current The finance subsidiaries–receivables category above includes items that have been reclassified as trade receivables and other assets. For more detailed information, refer to Note 3 to the consolidated financial statements, Finance Subsidiaries–Receivables and Securitizations. 20 EU2000i Lightweight, compact and conveniently portable, this generator can simultaneously power such devices as a personal computer, television, coffee pot and refrigerator for long periods of time. POWER PRODUCT & OTHER BUSINESSES Fiscal 2006 Results Unit Sales Years ended March 31 Thousands 2006 487 2,827 1,477 717 368 5,876 2005 432 2,514 1,309 712 333 5,300 Japan North America Europe Asia Other Regions Total % change 12.7% 12.5 12.8 0.7 10.5 10.9% Unit Sales Net Sales Years ended March 31 (Thousands) Years ended March 31 Yen (billions) 5,876 6,000 5,047 4,500 Japan 400 326 300 In Japan, unit sales of power products rose 12.7%, to 487,000 units, due largely to increases in sales of the GX series of general-purpose engines supplied to pump and generator manufacturers on an OEM*1 basis, as well as increased sales of imported engines made by Honda in Thailand and China. 382 5,300 4,584 In fiscal 2006, unit sales of power products rose 10.9%, to 5,876,000 units, due mainly to increased sales of general-purpose engines in North America. Net sales from power product & other businesses, including intersegment sales within Honda, climbed 11.6%, to ¥382.5 billion, due to the increase in unit sales of power products. Operating income soared 86.3%, to ¥35.9 billion (including a ¥6.7 billion gain on the return of the substitutional portion of the Employees’ Pension Funds to the Japanese government), and the operating margin was 9.4%. 341 342 293 3,926 3,000 200 1,500 100 North America In North America, unit sales grew 12.5%, to 2,827,000 units. Increased demand for generators provided a strong boost to sales of both completed products and engines supplied on an OEM basis. Within the engine category, robust sales of large-scale models in the GX series, and within the completed products category, sales of inverter generators for camping that Honda created as a new market, as well as large-scale generators, have contributed to increased unit sales. 0 0 02 03 04 Japan North America Europe 05 06 02 03 04 05 06 Asia Other Regions Europe HRX537 This push lawn mower combines four functions into a single unit: collecting grass clippings in the rear bag, discharging clippings out the back, mulching finely chopped clippings to the lawn surface and shredding leaves. Unit sales in Europe grew 12.8%, to 1,477,000 units, bolstered by strong demand for GCV135 and GCV160 engines for lawn mower use, as well as the GX series for use in construction machines and tillers. Among completed products, the new HRX push lawn mower generated a considerable sales increase, encouraged by favorable weather. *1: OEM (Original equipment manufacturer) OEM refers to a manufacturer of products and components supplied for sale under a thirdparty brand. 21 Compact, home-use cogeneration system (ECO WILL) The technologies incorporated in Honda’s cogeneration units have won the Company a number of awards throughout the world, including the Global Warming Prevention Activity Award of the Minister of the Environment in 2005. At the left is Honda’s compact home cogeneration unit. (provided by Osaka Gas Co., Ltd.) iGX440 This single-cylinder, general-purpose engine uses the world’s first engine speed governor that incorporates electronic control technology that requires no battery. Monpal ML200 Developed on the concept of a slim and easy-to-turn smart package, this scooter has a compact overall length, making the front fender easily visible from the driver seat. POWER PRODUCT & OTHER BUSINESSES Asia Outlook for Fiscal 2007 In Asia, unit sales remained mostly unchanged, at 717,000 units. In April 2005, we restructured the operations of Jialing-Honda Motor Co., Ltd., a company in China that previously manufactured and sold power products and motorcycles. The company subsequently restarted its operations, concentrating solely on power products. This measure enabled us to better utilize our cost-competitive advantage, providing a solid boost to sales of products made in China and Thailand. In fiscal 2007, we expect unit sales of power products to remain largely unchanged, at 5.88 million units. In Japan, we expect growth in sales of general-purpose OEM engines for use in medium-size generators and pumps used in the Middle and Near East, as this market recovers. In addition, we will promote further proliferation of our compact, home-use cogeneration system in cooperation with suppliers of city gas and propane gas. As the first automaker to embark on the solar cell business, we are working to reduce CO2 emission levels through the production and sales of clean energy resources not derived from fossil fuels. Overseas, we will work to increase sales in North America of our inverter-equipped mobile generator for camping, and large generators. In fall 2006, American Honda Motor Co., Inc., plans to begin supplying cogeneration units to Climate Energy LLC, a subsidiary of ECR International, Inc., for incorporation into heating units made by Climate Energy that are to be sold in the northeastern United States. In preparation, Climate Energy has monitored the performance of the heating systems through a test program since the second half of 2005. In the engine category, we will continue seeking to increase worldwide sales of the GX series, utilizing the cost-competitive advantage of making these products in Thailand and China. Other Regions In other regions, unit sales climbed 10.5%, to 368,000 units. In Brazil, sales were robust for locally made GX series engines, which became more price-competitive as a result of further reductions in component procurement costs. In Australia, we posted higher sales of green products, including the environmentally friendly HRU series of push lawn mowers and the UMK series of brush cutters. During the year, Honda introduced the iGX440 advanced general-purpose engine. Highly friendly to the environment, the iGX440 features the world’s first electronic governor*2, which regulates engine speed and thus improves responsiveness to varying engine loads. In Japan, we incorporated the iGX440 into the newly launched HSM1590i, a mid-size hybrid snowblower featuring a gasoline engine for removing snow and an electric motor for travel motion. The combination of the two power units facilitates switching between work modes and enhances user-friendliness. The new product has received a favorable response from customers. In March 2006, we unveiled the Monpal ML200, a stylish fourwheel scooter with a comfortable ride and high maneuvering stability. It is the first commercially available vehicle to feature visibility enhancement design, adapted from the Honda ASV*3-3 advanced safety research vehicle. Meanwhile, diffusion of our compact, home-use cogeneration system*4 increased in Japan. In fiscal 2006, sales increased strongly in line with growing worldwide environmental awareness. In January 2006, Tokyo Gas Co., Ltd., became a new distributor of this system. *2: Electronic governor (STR GOVERNOR) This system allows the electronic control unit (ECU) to constantly monitor throttle opening and engine speed, electronically regulating the throttle opening to maintain a constant engine speed even under changing engine load conditions. STR: Self-Tuning Regulator GOVERNOR: A device that regulates engine speed, maintaining a constant engine speed, regardless of load fluctuations *3: ASV (Advanced Safety Vehicle) Japan’s Ministry of Land, Infrastructure and Transport promotes this project for the development of advanced safety vehicles, which all manufacturers of automobiles and motorcycles join voluntarily. The first phase of this project, ASV-1 (April 1991–March 1996), studied technical possibilities. ASV-2 (April 1996–March 2001) involved R&D on practical applications, while ASV-3 (April 2001–March 2006) used technology to inter-vehicle communication technologies. In September 2005, Honda succeeded in the creation of its Honda ASV-3. Using inter-vehicle communication technologies to avoid collisions by determining distances between vehicles, this vehicle provides features to alert the driver, attempt to avoid collisions, reduce the force of a collision, and provide post-collision assistance. *4: Compact, home-use cogeneration system Honda has combined its original electromagnetic inverter technologies with the world’s smallest(i) natural gas engine (GE160V) in an efficient layout to create a small, lightweight generation unit. Due to its compactness, the unit can be installed in the home and boasts an overall energy efficiency of 85%. It also emits approximately 30% less carbon dioxide than conventional natural gas-powered generators or hot-water heating units using natural gas.(ii) i: A Honda development, the reciprocal gas engine ii: Data from Honda test results. Data compares electric power from natural gas-powered generation with hot-water heating units that use natural gas. 22 Honda’s Business in China In recent years, China’s economy has grown remarkably and consistently. In 2005, the country had gross domestic product (GDP) of more than $2.2 trillion*1, making it the fourth largest economy in the world. The economy’s expansion, combined with its increasing liberalization, has prompted the growth of China’s automobile market. In 2005, automobile sales totaled 5.76 million,*2 including commercial vehicles, surpassing France and Germany and approaching the size of the Japanese market. Given its rapidly growing global importance, the world’s leading automakers have come to regard the Chinese market as vital, and the competitive battles among top manufacturers have grown in intensity. China also accounts for the world’s largest motorcycle market, with 2005 sales of 13.14 million units*2, and demand for general-purpose engines as power sources for generators and pumps is increasing rapidly. Honda’s first full-fledged entry into business in China came in 1982, when it began local production of motorcycles through a technical collaboration agreement. In 1999, Honda began selling its first locally manufactured automobile, the Accord. Since that time, Honda has expanded auto operations in China tremendously, with marketing strategies tailored to local needs. In 2005, continued strong sales of such core models as the Accord and the CR-V demonstrated the strong position Honda holds in the Chinese automobile market. This special feature examines the development of the Chinese market, focusing particularly on automobiles, and looks at how Honda has been able to establish such a position. We will look at the country’s rapid motorization, including appropriate strategies for environmental and safety issues. We will also introduce some Honda initiatives in the Chinese market that are designed to maximize the joy of customers, maintain our growth curve and contribute positively to Chinese society. (Sources) *1: JETRO *2: China Association of Automobile Manufacturers (Photos) above left: GCCR Above right: EM5000 generator Below: Accord 23 Honda’s Business in China State of the Automobile Industry in China Openness Policy Fostering Rapid Growth in the Automobile Market to become even more severe. When automobiles first began to circulate in China, most automobiles were official vehicles owned by the government or corporations, but gradually demand from wealthy individuals emerged for medium-sized luxury vehicles of 2,000cc and larger. The next sources of demand were executives of major companies and twoincome couples who owned homes in the suburbs. This progression increased demand for entry midsize vehicles, with the customer base expected to continue broadening. However, urban roadways and other infrastructure has fallen woefully short of the demand placed on it by the rapid increase in motorization. This has had a negative impact on the environment and caused an increase in traffic accidents, bringing environmental and safety issues to the forefront. The way these concerns are addressed is the key to determining the future development of auto industry in China. China joined the World Trade Organization in 2001. This move had far-reaching effects for the automobile market, bringing down customs duties and inviting an influx of foreign-capitalized firms. Driven by a wave of investment that expanded existing factories and constructed new ones and the entry of new competitors in China, Chinese automobile production and sales levels skyrocketed. In 2002, passenger car sales surged 54% from the previous year*3, then rose another 71% in 2003. In 2004, concerns that the economy might be overheating caused the government to tighten monetary policy, rein in investment and institute other macroeconomic controls, causing purchases of official vehicles owned by the government or corporations to decline. With auto loans more difficult to obtain and with price reductions anticipated, consumers held back on purchases, and as a result automobile sales grew only 16% in 2004. Fueled by an expanding customer base and a flurry of new car launches, with a focus on low-priced models, the market expanded 28% in 2005, exceeding the previous year’s growth. To cultivate the domestic automobile industry, the Chinese government imposed various protectionist measures, such as levying stiff duties on vehicle imports. Further, to foster a strong and internationally competitive group of domestic automakers, the Chinese government considered consolidating the rampantly growing number of small and medium-sized automakers. To remain in the competition, automakers were compelled to continue making substantial capital investments. While the Chinese market has grown significantly faster than the rest of the world, this also led manufacturers to accelerate production faster than the rise in market demand, making overcapacity a concern. Further, numerous companies that had been unable to enter the market directly because of various restrictions entered through joint venture collaborations. This situation, along with the emergence of local Chinese manufacturers, caused competition (Source) *3: China Association of Automobile Manufacturers Rapidly increasing motorization in Beijing Transition of the Chinese Passenger Car Market Forecast Passenger Car Demand and Supply Capacity Passenger car unit sales Year-on-year increase (Thousands) 171 5,000 Demand Supply capacity (%) (Thousands) 175 10,000 10,000 9,200 154 4 8,300 150 4,000 126 1 116 3,196 3,000 2,502 2,156 2,000 1,262 1,000 0 6,800 125 6,000 100 75 4,000 5,700 3,370 5,230 3,660 4,190 4,650 50 2,000 817 2001 8,000 128 25 2002 2003 2004 2005 (Year) Source: China Association of Automobile Manufacturers 0 0 24 2006 2007 2008 2009 2010 (Year) Souce: Xinhua Honda’s Business in China Honda’s Development of the Chinese Automobile Market Guangzhou Passenger Car Project Launches Local Automobile Production and Sales decided to introduce the new Accord as the first locally manufactured Honda automobile, at that time the newest model on sale in the United States, the world’s largest automobile market. At that time, three versions of the Accord were being produced to meet specifications in Japan, the United States and Europe. We decided to base the Accord manufactured in China on the U.S. model because many Chinese customers were aware of the U.S. market and recognized the Accord’s high brand image, had a strong desire for a sense of luxury in an automobile and were most familiar with the size of the U.S. Accord. We also offered such options as leather seats, a sunroof and high-end audio systems. Honda first entered the Chinese market in 1982, when it formed a technical collaboration with a local company and began manufacturing motorcycles. In 1992, Honda formed a joint venture to produce motorcycles and, in 1994, began manufacturing power products through another joint venture with a local firm. Honda’s first step into the automobile market came in 1994, when we established Dongfeng Honda Auto Parts Co., Ltd. to produce automobile engine parts and chassis components for sale in Southeast Asia and Japan. Because of the way Honda’s operations developed, we were able to gain a good understanding of Chinese business practices and systems through the motorcycle business. Our initiative in automobile parts served as another steppingstone toward the eventual development of a business involving finished automobiles. In 1997, Honda signed a basic agreement to collaborate with Guangzhou Auto Group Corp., and Dongfeng Motor Group Co., Ltd., as a joint venture partner in the Guangzhou Passenger Car Project. This project culminated in the fulfillment of Honda’s objective to begin the manufacturing and sales of automobiles in China. With Guangzhou Auto Group Corp. we formed Guangzhou Honda Automobile Co., Ltd. (Guangzhou Honda), as a joint venture to manufacture and sell automobiles. At the same time, Honda and the Dongfeng Motor Group Co., Ltd. established the joint venture Dongfeng Honda Engine Co., Ltd. (Dongfeng Honda Engine) to manufacture automobile engines and transmissions. Established in 1998, both joint ventures commenced operations in 1999, making Honda the first Japanese automobile manufacturer to begin fullfledged local production and sales in China. Guangzhou Honda Extends Its Model Lineup and Expands Production Capacity From the time the Accord first went on sale in 1999, customers were so enamored of the sense of luxury it offered that sales substantially exceeded our initial projections. By 2001, annual production of the Accord had already risen to 50,000 units. In April 2002, we also began producing the Odyssey, a multi-utility vehicle (MUV) that accommodated several passengers, offered the same operating performance and comfort as a passenger car and was suited for a variety of uses, such as for business during the week and for family trips on weekends. In 2003, we expanded our annual production capacity to 120,000 units, and in September of that year we began producing our third model in China, the Fit Saloon. This model was designed to meet demand for entry midsize vehicles with engines ranging from 1,000cc to 1,500cc, for which demand was emerging in line with the country’s rapid economic growth. In 2004, we again expanded annual production capacity, this time to 240,000 units, and in September of that year we introduced the Fit to meet the individualistic lifestyles of customers in their 20s and 30s. As a result, Guangzhou Honda has expanded production at a rate unparalleled by Honda elsewhere in the world. In the second Establishing the Accord Brand in China’s Passenger Car Market When it came time for Guangzhou Honda to decide which model to launch first, the most important consideration was to assure that the vehicle matched the values of the target customers. Ceremony to commemorate first locally manufactured Accord rolling off the At that time, the driving force production line of China’s passenger car market was the growing class of entrepreneurs who were riding China’s wave of economic expansion. Many of these people had frequent opportunities to travel overseas on business, and were aware of the global auto market, which raised their expectations for product value. To establish a solid base for the Honda brand in China’s passenger car market, Honda believed it was important to introduce our newest model that met the same quality, safety and drivability standards as vehicles sold in other parts of the world. On this basis, we Honda Sales Results and Plans by Model (Thousands) 350 CR-V*1 Fit Fit Saloon*2 Odyssey Accord 300 250 200 150 *1: CR-V V manufactured by Dongfeng Honda Automobile Co., Ltd. *2: Fit Saloon name changed to the Cityy on sale from April 2006 100 50 0 2000 2001 2002 2003 2004 2005 2006 (Year) (Planned) 25 half of 2006, a second factory is scheduled to begin operations, adding another 120,000 units in annual production capacity. This capacity, added to that of the first plant, will raise total annual production capacity to 360,000 units. We expect to increase Dongfeng Honda Engine’s production capacity to keep pace. production system. As a result, now the system is flexible enough to manufacture everything from compact passenger cars to large MUVs on the same line. We have also worked to increase the local parts procurement ratio. Consequently, the Fit and the City are made from about 90% locally sourced parts, which improves cost competitiveness. In October 2005, Honda Motor (China) Investment Co., Ltd., set up Honda Auto Parts Manufacturing Co., Ltd. (Honda Auto Parts) as The Basics of Building a Production System— “Small Born” Approach Guangzhou Honda followed Honda’s concept of starting small and growing along with demand, beginning with annual production of 30,000 units and expanding its capacity while keeping a keen eye on market movements. When Guangzhou Honda was established, it took over a plant from a previous manufacturer, but the facility was unsuited to Honda’s production methods and nearly everything in the facility needed repair or maintenance. To overcome these obstacles, Guangzhou Honda and Dongfeng Honda Engine set up a special project team of members from Honda’s development, manufacturing, quality control, purchasing and sales departments. This team brought in broad-ranging Honda technology and expertise, which it used to build new production and sales systems. From the beginning, Honda targeted a global standard for quality. Even when increasing production capacity, the dedicated efforts of the associates enabled these companies to achieve quality levels on par with production in a mature market. To enhance its production line, the plant employed Honda’s line management expertise to increase production yields from existing facilities while constantly maintaining a focus on cost reductions. Modeling its operations on the Saitama factory in Japan, which produces the Accord, the company worked to strengthen its Honda Engineering China Co., Ltd. Providing Local Production Technology Support and Enhancing Cost Competitiveness To meet production increases and launch new products in a timely manner, in August 2004 we established Honda Engineering Co., Ltd. (EG China), as a wholly owned subsidiary. EG China works to advance and improve the equipment used in mass production, thereby increasing capacity utilization rates and raising production capacity at a lower cost. The company also produces high-precision stamping dies and provides other local support. In December 2005, EG China started operations at a die production plant, with the goal of speeding the introduction of new models and reducing costs. Guangzhou Honda operates highly efficient and flexible production lines, like those at other Honda manufacturing facilities in Japan, Europe and the United States. 26 a wholly owned subsidiary, and this company will begin making automobile powertrain components in the first half of 2007. This move will increase our local production capacity for powertrain components, including transmissions, drive shafts and engine parts for automobiles. By increasing local procurement we expect to further reduce costs and improve competitiveness. Building China’s First Four-Part Integrated Dealer Network One factor behind Guangzhou Honda’s successful advancement is its four-part integrated dealer network, which combines sales, after-sales service, parts supply and customer feedback. This sort of sales system, commonplace in Japan, Europe and the U.S., was unprecedented in China when we entered the market, and eliciting the understanding of government-related institutions was no simple task. Before Honda entered the Chinese automobile market, sales locations generally had no after-sales service functions, making customers dependent on separate repair shops. Not all these repair shops had sufficient knowledge or the necessary parts for repairs, so that a not-insignificant number of customers were left with an insecure feeling after having purchased a vehicle. In line with its belief in “The Joy of Buying,” Honda worked to ensure customer convenience by introducing in China the four-part integrated dealer network that was in place in Japan and the United States. The fourpart integrated dealer network that met customers’ needs was extremely well-received, and this later became the industry standard with competitors following suit. The dealer function that is most important to Guangzhou Honda is after-sales service. To increase service quality, the company introduced contests in which service engineers selected from dealerships around the country are invited to compete with each other by demonstrating their repair techniques. This method has contributed greatly to improving service skills. Body repair capabilities have been added at all locations, a move that has improved customer satisfaction and contributed greatly to expanding sales. Guangzhou Honda maintains after-sales service parts warehouses in Beijing and Shanghai, so that parts can quickly be provided to dealers. In the event of a customer complaint, feedback is transmitted to Guangzhou Honda, providing quick access to market information. Rather than treating automobiles as one-off product sales, we provide a full after-sales service system, supported by a maintenance and repair parts supply network and a customer feedback system. These systems provide customers peace of mind when driving their cars, and plays a role in helping our customers in China develop a comfortable relationship with their cars. Showing that it has taken to heart Honda’s belief in “The Joy of Buying,” Guangzhou Honda has succeeded in developing its network of dealers from approximately 30 locations in 1999 to a number expected to exceed 250 by the end of 2006. Dongfeng Honda dealership (Wuhan) Dongfeng Honda Established as a New Stronghold in the Chinese Automobile Market In July 2003, Honda established Dongfeng Honda Automobile Co., Ltd. (Dongfeng Honda), as a new local production and sales joint venture in the city of Wuhan, Hubei Province. Beginning with an existing vehicle factory that had Ceremony to celebrate the first CR-V off the once manufactured commercial line at Dongfeng Honda minibuses, the facility’s welding, painting and vehicle assembly lines were renovated, and a new finished vehicle inspection line was installed. Advanced robots were introduced to the welding line to allow for highly flexible welding processes. This approach to the construction of an advanced production line reflects Honda’s belief in manufacturing system innovation. The elapsed time from Dongfeng Honda’s establishment to the start of production was only about six months, and a facility expansion to bring annual production capacity up to 120,000 units was completed in only one year from the start of construction. Each of these projects was completed from six months to a year more quickly than is typical for projects of this scale. In April 2004, Dongfeng Honda began production with the CR-V, one of our core models. In April 2006, the company also began manufacturing and sales of the Civic, which is sold in more than 160 countries throughout the world. Similar to Guangzhou Honda, Dongfeng Honda has introduced a four-part integrated dealer network. Comprising approximately 70 locations at the end of 2005, this network is projected to expand to more than 140 dealers by the end of 2006. 27 Jazz automobiles aboard a car carrier bound for Europe (June 2005) Dongfeng Honda, which now has an annual production capacity of 120,000 units, introduced the new Civic in March 2006. First Automaker in China to Begin Auto Exports to Europe Future Initiatives—Expand Production Capacity and Introduce the Acura Brand In September 2003, Honda established Honda Automobile (China) Co., Ltd. (Honda Automobile China) to specialize in the production of automobiles for export. Drawing upon the production expertise, procurement network and economies of scale it has developed through its existing operations of Guangzhou Honda and Dongfeng Honda Engine, the new company was designed to take advantage of increasing competitiveness in both quality and cost, becoming the first Chinese passenger car manufacturer to concentrate on fullfledged export sales. Honda Motor Co., Ltd. and Honda Motor (China) Investment Co., Ltd., together own a 65% stake in Honda Automobile China, with the remaining shareholdings split between Guangzhou Automobile Group Company Limited, and a joint venture company of Dongfeng Motor Group Co., Ltd. In April 2005, Honda Automobile China began mass production of the Jazz, a compact passenger car. Shipments to Europe began with Germany in June 2005. In 2005, the company exported 9,696 units, and this number is projected to increase to 25,000 in 2006. In fall of 2006, Guangzhou Honda expects to begin operating a second plant, which will have an annual production capacity of 120,000 units. When added to the first plant, the company will have a capacity of 360,000 units per year. Further, Dongfeng Honda has an annual production capacity of 120,000 units, and Honda Automobile China 50,000 units. Combining this output, Honda should have the capacity to produce 530,000 units per year in China by the end of 2006. Through such expansions in production capacity, we will respond to the long term growth in market needs. To respond to increasingly diverse customer needs, in 2006 we plan to introduce the Acura brand in China—which is already well received in the North American market. Launching the brand will speak to Honda’s commitment to its business in China by demonstrating the willingness to introduce its strength and resources extensively. Honda Motor (China) Investment Co., Ltd., will import and sell these vehicles, and plans to establish its own dealer network. By accentuating “The Joy of Driving” through this brand, which has excellent performance characteristics, Honda plans to differentiate itself in the marketplace. 28 Honda’s Business in China Establishing the Optimum Management Structure for Local Operations Strengthening Our Operating Structure in the Motorcycle and Power Products Businesses Further Enhancing Regional Headquarters Functions In addition to Wuyang-Honda Motors (Guangzhou) Co., Ltd. (Wuyang-Honda), in 2001 Honda established Sundiro Honda Motorcycle Co., Ltd. (Sundiro Honda), as a new joint venture for the manufacture and sales of motorcycles. In 2002, Sundiro Honda began producing and exporting to Japan an affordable small-size scooter, the Today. In 2003, Honda established Honda Motorcycle R&D China Co., Ltd., in Shanghai to conduct research and development on motorcycles with the goal of rapidly developing products that are designed for the Chinese market. Honda has strengthened its motorcycle production operations, with both Sundiro Honda and Wuyang-Honda relocating their plants in order to improve production efficiency. Sundiro Honda began operations at a new plant in 2005, as did Wuyang-Honda in 2006. In the Chinese power products business, Honda has a twocompany structure, with Jialing-Honda Motors Co., Ltd. (Jialing Honda) manufacturing general-purpose engines, lawn mowers and pumps, and Honda Mindong Generator Co., Ltd. (Mindong Honda) focusing on generators. Mindong Honda began exporting generators in 2003. Since 1994, Honda has employed a matrix management structure that combines a regional headquarters with a business segment headquarters. Honda is currently developing its business in China through joint ventures and subsidiaries in the motorcycle, automobile and power products businesses. To manage the rapid growth of its businesses in this market, Honda established its sixth pillar of regional operations, for China, in April 2003. This move was intended to foster a management structure that was more deeply rooted in the local environment, in order to respond rapidly and optimally to the demands of this quickly growing market from a local perspective. To further strengthen our regional headquarters function in China, in January 2004, we established Honda Motor (China) Investment Co., Ltd. As a wholly owned Honda subsidiary, this company develops comprehensive business strategies for Honda’s businesses in China and acts as its representative in such areas as government and industrial affairs, corporate communications and intellectual property management. In spring 2005, we established the Shanghai branch of Honda Motor (China) Investment Co., Ltd., to strengthen its function as the regional headquarters for Honda’s motorcycle business in China. This branch supports Honda’s overall motorcycle business in China in marketing, service, quality and purchasing. Honda’s Expanding Business in China ■ Sales ■ Manufacturing and sales ■ Manufactur ■ Research a ■ Regional h ction *1: Affiliate accoun under the equit *2: Consolidated s iary Beijing Tianjin Chongqing Wuhan Shangh Guangzhou Huizhou ou ● Beijing ■ Honda Motor (China) Investment Co., Ltd.*2 (independently capitalized) ● Tianjin ■ Sundiro Honda Motorcycle Co., Ltd.*1 Tianjin Factory (motorcycles, joint venture) ● Chongqing ■ Jialing-Honda Motors Co., Ltd.*2 (power products, joint venture) ● Wuhan ■ Dongfeng Honda Automobile Co., Ltd.*1 (automobiles, joint venture) ● Shanghai ■ Sundiro Honda Motorcycle Co., Ltd.*1 Shanghai Factory (motorcycles, joint venture) ■ Honda Motorcycle R&D China Co., Ltd.*2 (motorcycles, R&D, independently capitalized) ■ Honda Motor (China) Investment Co., Ltd., Shanghai Branch ● Guangzhou ■ Wuyang-Honda Motors (Guangzhou) Co., Ltd.*1 (motorcycles, joint venture) ■ Guangzhou Honda Automobile Co., Ltd.*1 (automobiles, joint venture) ■ Honda Automobile (China) Co., Ltd.*2 (production of automobiles for export, joint venture) ■ Dongfeng Honda Engine Co., Ltd.*1 (automobile engines and transmissions, joint venture) ■ Honda Engineering China Co., Ltd.*2 (Advancement and innovation of mass-production facilities, die production, independently capitalized) ■ Honda Auto Parts Manufacturing Co., Ltd.*2 (automobile transmission and engine parts, independently capitalized, slated to begin production in 2007) ■ Honda Motor (China) Investment Co., Ltd., Guangzhou Branch ● Hong Kong ■ Honda Motor (China) Co., Ltd.*2 (motorcycle and automobile import/export, independently capitalized) ● Huizhou ■ Dongfeng Honda Auto Parts Co., Ltd.*2 (automobile parts) ● Fuzhou ■ Honda Mindong Generator Co., Ltd.*2 (power products, joint venture) ● Hainan ■ Sundiro Honda Motorcycle Co., Ltd.*1 Hainan Factory (motorcycles, joint venture) Mainland China only 29 Honda’s Business in China Addressing Environmental and Safety Issues, and Contributing to Society Stepping up Efforts to Reduce the Environmental Burden of Factories and Products Improving Traffic Manners through Safety Awareness Activities In China as well as other locations, Honda employs the “Green Factory” approach that considers both the global environment and work environment. From an environmental perspective, we employ a water-based paint system which will reduce emissions of hazardous substances such as volatile organic compounds to one-tenth of the current level compared to conventional paints. We purify wastewater from our plants, promote recycling and work to improve the efficiency of our production processes, reducing our consumption of electric power, gas and water. Our products clear the most stringent global environmental standards when they are launched. For automobiles, some models that are on sale now already meet the Euro4 level emission standards.*4 Our motorcycles also feature excellent environmental performance and energy-saving features, such as China’s first programmed fuel injection (PGM-FI) system. In summer 2006, we will launch a small scooter that meets the Euro3*4 emission standards. In line with the growing number of motorcycle riders, traffic accidents in China are on the rise. To counter this trend, since 2003 Honda has trained safety instructors and has been dedicated to safety promotion activities at dealerships. In February 2006, WuyangHonda decided to begin activities to promote motorcycle safety riding with the Zeng Cheng local government. The construction of this “model traffic city” will be supported to improve motorcycle driving skills and the attitudes for traffic safety in its residents. To promote automobile safety, we began traffic field surveys and analyses, determined educational methods based on traffic conditions, and near miss or actual accidents in 2005, then held workshops for our associates. *4: Based on Honda’s internal test data Competition between instructors at Wuyang-Honda, Sundiro Honda and Jialing-Honda Second Auto Plant at Guangzhou Honda To reduce emissions of volatile organic compounds, water-based paints are used for the middle and top coats of paint. Paint is sprayed on with a special water-based paint gun to improve coating efficiency. Contributing to Society through Desert Afforestation In 2000, Honda began afforestation activities in the Korchin Desert, in the Inner Mongolia Autonomous Region of China, in cooperation with the Japanese NPO, Desert Planting Volunteer Association. In addition to providing monetary support, Honda takes an active role in planning activities, such as volunteer tree-planting tours twice a year. 30 Honda’s Business in China Becoming A Company that Chinese Society Wants to Exist The scale of China’s automobile market is increasing rapidly, but ample room remains for increases in the number of automobile owners, and we expect market growth to continue. Honda will work to expand its business in China, and do so in a way that allows for the flexible response to future changes in the market environment. At the same time, we will continue to maximize the joy of our customers, address environmental and safety issues, and contribute to society. Through these activities, Honda’s goal is to become a company that Chinese society wants to exist in China. Honda’s Business in China Year 1982 Business Development Production of motorcycles begins through technical collaboration with China Jialing Industrial Co., Ltd. Wuyang-Honda Motors (Guangzhou) Co., Ltd.*1 established China Tianjin Honda Motors Co., Ltd.*1 established Jialing-Honda Motors Co., Ltd.*1 established Guangzhou Tianjin Chongqing Manufacturing and sales of motorcycles Manufacturing and sales of motorcycles Manufacturing and sales of motorcycles Honda Motor (China) Co., Ltd.*2 established in Hong Kong Honda Mindong Generator Co., Ltd.*2 established Dongfeng Honda Auto Parts Co., Ltd.*1 established Hong Kong Fujian Province Huizhou 1998 Guangzhou Honda Automobile Co., Ltd.*1 established Dongfeng Honda Engine Co., Ltd.*1 established Guangzhou Guangzhou Import sales of motorcycles and automobiles Manufacturing and sales of compact generators Manufacturing of automobile engine parts and undercarriage components Manufacturing and sales of automobiles Manufacturing of automobile engines and transmissions 1999 2001 2002 Accord production begins at Guangzhou Honda Automobile Co., Ltd. Sundiro Honda Motorcycle Co., Ltd.*1 established Honda Motorcycle R&D China Co., Ltd.*2 established Odyssey production begins at Guangzhou Honda Automobile Co., Ltd. Sundiro Honda Motorcycle Co., Ltd., begins exporting Today scooters to Japan Tianjin Shanghai Manufacturing and sales of motorcycles Motorcycle research and development Chongqing Manufacturing and sales of motorcycles and power products Wuhan Guangzhou Manufacturing and sales of automobiles Automobile production and export Beijing Functions as Honda’s regional headquarters in China, conducts Honda-related investment activities in China Guangzhou Advancement and reform of mass-production facilities, support for new model launches, and production of dies Chongqing Manufacturing and sales of power products Foshan Manufacturing of automobile transmissions and engine parts 1992 1993 1994 2003 2004 Location Chongqing Jialing-Honda Motors Co., Ltd., begins production of general-purpose engines Dongfeng Honda Automobile Co., Ltd.*1 established Honda Automobile (China) Co., Ltd.*2 established Fit Saloon production begins at Guangzhou Honda Automobile Co., Ltd. Honda Motor (China) Investment Co., Ltd.*2 established CR-V production begins at Dongfeng Honda Automobile Co., Ltd. Honda Engineering China Co., Ltd.*2 established 2005 2006 Fit production begins at Guangzhou Honda Automobile Co., Ltd. Honda Automobile (China) Co., Ltd., begins exporting Jazz compact car to Europe Jialing-Honda Motors Co., Ltd., changes its scope of business to concentrate on the power product business Honda Auto Parts Manufacturing Co., Ltd.*2 established Civic production begins at Dongfeng Honda Automobile Co., Ltd. *1: Affiliate accounted for under the equity method *2: Consolidated subsidiary 31 Function Environment and Safety Honda leases FCX fuel cell vehicle to world’s first individual customer (the Spallinos), June 2005 Honda proactively employs advanced environmental and safety technologies, reflecting its commitment not only to comply with regulations but also to pass on the “joy of mobility” to future generations. Environmental Initiatives From the earliest days of the company, Honda has worked assiduously to address the environmental challenges of each era. As the environmental preservation movement gained momentum, and particularly in the 1990s when global concerns about the environment were accelerating, Honda stepped up its implementation of environmental structures and systems. In 1992, we established the “Honda Environment Statement,” which clarifies our position on environmental conservation, and we have increased our environmental activities since that time. Based on this statement, in 1999 Honda announced for fiscal 2006, the year ended in March 2006, targets for the improvement of cleaner exhaust gas and higher fuel economy. During the fiscal year, we continued working toward these objectives, and as of March 2006, we had achieved all of our targets on schedule. Seeking to address the global warming issue, Honda is the first automaker in the world to announce for fiscal 2011, the year ending in March 2011, global CO2 reduction targets for its products and production activities. In the future as well, Honda will continue to provide our customers with products that employ advanced environmental technologies, share joy with our customers, consider our own impact on the global environment and make every effort to address these challenges. Through our contact with more than 20 million customers worldwide, we are determined to take on an even greater level of responsibility for the global environment. 32 Environment and Safety ■ Progress toward Fiscal 2006 Targets for the Improvement of Cleaner Exhaust Gas and Higher Fuel Economy Motorcycles Target Progress Cleaner Exhaust Gas To reduce total emissions of hydrocarbon (HC) (total for Japan, the United States, Europe and Thailand) to approximately one-third for new vehicles (compared with fiscal 1996 level) Target has been achieved consistently since fiscal 2001. In fiscal 2006, total HC emissions (total for Japan, the United States, Europe and Thailand) were reduced to 23.1% (less than one-fourth). (compared with fiscal 1996 level) Fuel Economy Improvement To improve average fuel economy (total average for Japan, the United States, Europe and Thailand) by approximately 30% (compared with fiscal 1996 level) Target has been achieved consistently since fiscal 2004. In fiscal 2006, average fuel economy (total average for Japan, the United States, Europe and Thailand) was improved by 33.1%. (compared with fiscal 1996 level) Automobiles Target Progress Cleaner Exhaust Gas To reduce total emissions of HC and nitrogen oxide (NOx) by approximately 75% for new vehicles in Japan. (compared with fiscal 1996 level) Target has been achieved consistently since fiscal 2004. Total HC emission level in fiscal 2006: Reduced approximately 88.1% (compared with fiscal 1996 level). Total NOx emission level in fiscal 2006: Reduced approximately 88.1%. (compared with fiscal 1996 level) Fuel Economy Improvement To achieve the 2010 fuel efficiency standards of Japan for all weight categories To improve the average fuel economy in Japan for gasoline-powered passenger vehicles by approximately 25%. (compared with fiscal 1996 level) The 2010 fuel efficiency standards of Japan were attained in all weight categories. In fiscal 2006, the average fuel economy in Japan was improved by approximately 31.1%. (compared with fiscal 1996 level) Power Products Target Progress Cleaner Exhaust Gas To reduce average emissions (average emission levels worldwide) of HC and NOx by approximately 30% for new products. (compared with fiscal 1996 level) Target has been achieved consistently since fiscal 2002. In fiscal 2006, emissions were reduced by approximately 39%. (compared with fiscal 1996 level) Fuel Economy Improvement To improve worldwide average fuel economy by approximately 30%. (compared with fiscal 1996 level) In fiscal 2006, worldwide average fuel economy was improved by approximately 31%. (compared with fiscal 1996 level) ■ Working to Achieve Fiscal 2011 Global CO2 Reduction Targets for Its Products and Production Activties Honda’s goal is to become a company that manufactures products that produce the lowest level of CO 2 emissions at plants that also create the lowest CO2 emissions. We have established new targets to reduce CO2 emissions from our products and production activities worldwide. CO2 reduction target for products: Average level of CO2 emitted by Honda products worldwide CO2 reduction target for production activities: Average amount of CO2 emitted per unit produced Motorcycles By the end of fiscal 2011, we will expand the use of programmed fuel injection (PGM-FI) systems, which improve fuel efficiency, and introduce new engine technologies, such as super-low friction engines and the Variable Cylinder Management system. ● PGM-FI: install on the majority of models for sale worldwide ● Super-low friction engine: improve fuel efficiency by approximately 13%, compared with the current level ● Variable Cylinder Management system: improve fuel efficiency by approximately 30%, compared with the current level Target CO 2 reduction target for products Reduce CO2 emissions by 10% (g/km) compared to the level of fiscal 2001, for more than 90% of products sold worldwide, including Japan, North America, Europe, Thailand, India, China, Indonesia, Vietnam, Brazil, the Philippines, Malaysia and Pakistan. CO 2 reduction target for production activities Reduce CO2 emissions by 20% (per unit produced), compared to the level of fiscal 2001, including nearly 100% of Honda motorcycle assembly plants in Japan and other countries. 33 Environment and Safety Automobiles Hybrid technology is an important component of our efforts to reduce CO2 emissions. In the future, Honda also will introduce advanced gasoline and clean diesel engines. By making the most of environmental technologies and employing them appropriately to maximize their effects, our goal is to accelerate the global reduction of CO2 emissions. ● Gasoline vehicles: improve fuel efficiency, through such technologies as advanced VTEC and the Variable Cylinder Management system. ● Hybrid vehicles: Honda is developing a new dedicated hybrid vehicle that will achieve further advancement of fuel efficiency with a reduction in cost. We plan to introduce this hybrid vehicle in 2009. ● Diesel vehicles: Honda is developing a new super-clean 4-cylinder diesel engine, which Honda plans to introduce to market within the next three years. ● Fuel cell vehicles: Honda is stepping up the development of a fuel cell vehicle featuring the ultimate in clean performance, emitting no CO2 or other harmful substances during operation. Honda plans to begin sales of this new fuel cell vehicle within three years. Target CO2 reduction target for products Reduce CO2 emissions by 10% (g/km) compared to the level of fiscal 2001, for more than 90% of products sold worldwide, including Japan, North America, Europe, Asia, the Pacific, China, and Cenral & South America. CO2 reduction target for production activities Reduce CO2 emissions by 10% (per unit produced), compared to the level of fiscal 2001, including nearly 100% of Honda automobile assembly plants in Japan and other countries. Power Products We plan to reduce CO2 emissions by improving the combustion characteristics of all of our engines. We are the first automaker to begin the mass production of solar cells, contributing to the reduction of CO2 emissions by developing the manufacture and sale of clean energy sources that do not use fossil fuels. Target CO2 reduction target for products Reduce CO2 emissions by 10% (kg/hour of operation) compared to the level of fiscal 2001, including all products sold worldwide except outboard. CO2 reduction target for production activities Reduce CO2 emissions by 20% (per unit produced), compared to the level of fiscal 2001, including nearly 100% of Honda power product assembly plants in Japan and other countries. ■ Honda’s Advanced Environmental Initiatives Overseas Honda’s mission is to operate manufacturing facilities throughout the world that place as little burden on the environment as possible as they manufacture products with superior environmental performance. Following is a look at the environmental performance of automobiles in our major regions. Through our unique technologies, Honda introduces products that demonstrate environmental performance that exceeds the regulations established in each region for the reduction of emissions and improvement of fuel efficiency. We are willing to contribute to the achievement of a sustainable mobility society by meeting people’s mobility needs while minimizing the environmental impacts caused by our products. In the product domain, we are implementing measures based on the following three approaches. 1. Further improvements in the reduction of emissions from internal combustion engines and improvement of fuel efficiency 2. Evolution of hybrid vehicles 3. Promotion of alternative fuel-powered vehicles Corporate Average Fuel Economy (the United States) (miles/gallon) 34 32 30 28 26 24 22 1. Further Improvements in the Reduction of Emissions from Internal Combustion Engines and Improvement of Fuel Efficiency ● North America (the United States) In the United States, Honda always provides the market with low emission 34 20 0 2001 2002 2003 2004 2005 (Model year) Honda Honda Industryy average g Industryy average (passenger vehicles) (light trucks) (light trucks) Note: Corporate Average Fuel Economy (CAFE) figures for 2005 include some vehicles that are reported at mid-year, so final numbers may differ slightly. Environment and Safety vehicles that perform more highly than required by emissions regulations. We have introduced the first gasoline-powered low emission vehicles (LEVs), ultra low emission vehicles (ULEVs) and super ultra low emission vehicles (SULEVs) in the market. At present, nearly all Honda and Acura branded vehicles meet or exceed the Tier2 BIN5*1 exhaust gas standard (NOx: 0.07 g/mile). ● Europe In Europe, since the introduction of the 2001 Civic (with some local variations) Honda has ensured that all models meet the Euro4*2 emission standard when they undergo full model changes. By introducing fuel-efficient, hybrid and diesel models, we are steadily reducing CO2 emissions. This is the case for diesel vehicles in particular. Since the Accord equipped with a Honda-developed 2.2L diesel engine went on sale in December 2003, we equipped the CR-V and the FR-V with this engine. In January 2006, we also began offering the new Civic with this engine. We also released the CR-V equipped with a diesel particulate filter (DPF)*3 to achieve higher fuel efficiency and cleaner exhaust. ● Asia In Thailand, Honda’s locally produced Jazz has already achieved the Euro4 emission standard to be implemented in the future. Since the introduction of the Jazz, all models introduced in Thailand have achieved the Euro4 emission standard. In addition, Honda has already achieved the Euro3*2 emission standard implemented in Beijing, China, for all models sold in the market since December 2005. 2. Evolution of Hybrid Vehicles In November 1999, Honda released the Insight, the first hybrid vehicle equipped with the Honda integrated motor assist (IMA) system, achieving the world’s highest fuel economy among mass-produced gasoline-powered vehicles. In December 2001, we introduced the Civic Hybrid, and in December 2004 we began sales in North America of the Accord Hybrid, adopting Honda’s Variable Cylinder Management system for its V6 engine. Further, in November 2005, we began sales of an all-new Civic Hybrid, equipped with the new 3-Stage i-VTEC + IMA Honda Hybrid System. In the future, Honda is developing a new dedicated hybrid vehicle suitable for family use in major automobile markets in the world. With this new dedicated hybrid vehicle, Honda will achieve further advancement of fuel efficient technologies and a reduction in cost. We plan to contribute to the reduction of CO2 emissions by delivering hybrid vehicles that are priced affordably enough to be adopted by more customers throughout the world. 3. Promotion of Alternative Fuel-Powered Vehicles ● North America (the United States) In order to promote use of vehicles powered by alternative fuels, Honda leased 19 FCX fuel cell vehicles in North America (a total of 30 leases of the FCX in Japan and the United States). One of the vehicles was leased to the world’s first private owner of a fuel cell vehicle. In Torrance, California, we are converting natural gas to hydrogen to power fuel cell vehicles. We are in the process of testing hydrogen fueling stations, such as the Home Energy Station, which provides hydrogen to generate heat and electric power in homes. We are trying to expand sales of the Civic GX, our natural gas-powered vehicle by promoting it together with the introduction of an affordable home refueling appliance for natural gas-powered vehicles. Honda is thus playing a leading role in the promotion of alternative fuel-powered vehicles. ● Other Regions (Brazil) In Brazil, where ethanol produced from sugar cane is used as fuel, since the mid-1980s Honda has offered motorcycles and automobiles that run on a combination of ethanol and gasoline. The percentage of ethanol used in fuels in Brazil is increasing, with a 100% ethanol fuel, called E100, now available. To meet this challenge, Honda is developing a flex-fuel vehicle that operates on any gasoline-ethanol mixture. This vehicle is expected to go on sale in 2006. *1: Tier2 BIN5 This standard for exhaust emissions was established in the United States by the Environmental Protection Agency based on the U.S. Clean Air Act and went into effect in 2004. Regulation value of NOx for emission category BIN5: 0.07g/mile *2: Euro3/Euro4 Emission regulations implemented in Europe from 2005. Although China and many Asian countries have introduced European regulations, at present they only comply with Euro3 standards. Euro4 is a stringent level that Thailand is considering adopting from 2008. *3: Diesel particulate filter (DPF) This ceramic filter attracts and strains out black smoke and other particulate matter from the exhaust of diesel vehicles, cleaning their emissions. Note: For further details on Honda’s environmental activities, please refer to the Honda Environmental Annual Report 2006. URL: http://world.honda.com/environment/2006report/ 35 Environment and Safety Safety Initiatives As a manufacturer of mobility products, Honda is committed to making products that provide high levels of safety, not only for drivers and passengers but also for pedestrians. At the same time, we engage in activities that promote safe driving and actively work to solve issues related to traffic systems. We will continue to promote “Hand Delivery of Safety,” our key phrase for safety promotion activities to create greater harmony between people and vehicles to establish a safer and more comfortable mobility society. ■ Safety Technologies Honda will develop safety technologies for accident prediction and prevention, technologies to reduce injuries to passengers and pedestrians from car accidents, and technologies for enhancing compatibility, while expanding our lineup of products incorporating such technologies. Honda has developed the world’s first production motorcycle airbag system. The new system, which can help lessen the severity of injuries caused by frontal collisions, is to be made available on the new GoldWing motorcycle scheduled for release GoldWing in mid-2006 in the United States. Honda has developed Honda ASV-3, Advanced Safety Vehicle equipped to exchange positional information with other vehicles using Inter-Vehicle Communication technology. This was a central objective of the five-year (April 2001-March 2006) ASV (Advanced Safety Vehicle)-3 Project* 4 led by the Ministry of Land, Infrastructure and Transport. Additionally, Honda ASV-3 vehicles feature several new advanced safety technologies developed by Honda, including a system that uses cameras and millimeter wave Honda ASV-3 radar to provide drivers with information on approaching vehicles and obstacles on the road; a system that offers driver support through steering and brake assist; and an emergency response system designed to aid in rescue efforts in the event of an accident. Honda plans to conduct further research and development of technologies deployed in the ASV-3 research vehicles with a view to implementing them in mass production vehicles. ■ Promoting Safer Driving Honda intends to enhance its contribution to traffic safety in mobility societies, including Asian countries. Honda also intends to remain active in a variety of traffic safety programs, including advanced driving and motorcycle training provided by local dealerships. Driving and riding safety promotions modeled on Honda’s activities in Japan were operated by 26 corporations in 20 countries. These promotions are modified to reflect the various driving and riding conditions and licensing systems of each country. In 2005, Russia began this promotion. For motorcycles, in Turkey we have completed a new motorcycle training course and provided training for police, companies and individual riders. A Honda motorcycle dealership in Pakistan employs riding advisors, who conduct one-day schools and provide safety advice. In these ways, we are working to expand our Asia-focused safety activities. For automobiles, we have introduced in Russia the framework of the Rainbow Dealer System practiced by Honda car dealerships in Japan, and in April 2006, we began training Safety Coordinators who will provide safety advice to customers at Honda dealerships. In such ways, we propagate Honda’s philosophy to Russian drivers. As the number of automobiles in China continues to increase, Guangzhou Honda, our affiliate, has begun educating its employees as role models for safe driving. By listening closely to opinions from our customers and broader society, Honda is seeking to extend its safety developments further in the future. *4: ASV (Advanced Safety Vehicle)-3 Project The third phase of a project that Japan’s Ministry of Land, Infrastructure and Transport began in 1991 to promote the development of advanced safety vehicles, which manufacturers of automobiles and motorcycles join voluntarily 36 Preparing for the Future Preparing for the Future 4. Product Quality Responding to increasing consumer demand, Honda will upgrade its quality control through enhancing the functions of and coordination among the development, purchasing, production, sales and service departments. As for the global economy, the U.S. and Asian economies are expected to grow steadily, and Japan and Europe are also expected to maintain their moderate economic recovery. However, the global environment in which Honda’s management operates still lacks transparency because of global political and economic uncertainty, fluctuations in oil and raw material prices, and currency movements. As a result, we expect to see continued severe situations. It is under these circumstances that Honda will strengthen its corporate structure quickly and flexibly to meet the requirements of our customers and society and the changes in its business environment. Also, in order to improve the competitiveness of its products, Honda will endeavor to enhance its R&D, production and sales ability. Furthermore, Honda will continue striving to earn even more trust and understanding from society through Companywide activities. Honda recognizes that further enhancing the following specific areas is essential to its success: 5. Safety Technologies Honda will develop safety technologies for accident prediction and prevention, technologies to reduce injuries to passengers and pedestrians from car accidents, and technologies for reducing aggressivity, as well as expand its line-up of products incorporating such technologies. Honda intends to enhance its contribution to traffic safety in motorized societies, including Asian countries. Honda also intends to remain active in a variety of traffic safety programs, including advanced driving and motorcycling training schemes provided by local dealerships. 6. The Environment Honda will step up its efforts to create better, clean, fuel-efficient engine technologies and to improve further the recyclability throughout its product lines. Honda will also advance alternative fuel technologies, including fuel cells and solar cells. In addition, Honda will continue its efforts to minimize environmental impact, as measured by the Life Cycle Assessment*, in all of its business fields, including production, logistics and sales. 1. Research and Development Along with efforts to develop even more effective safety and environmental technologies, Honda will enhance the creativity in its advanced technology and products, and will create and swiftly introduce new value-added products that meet specific needs in various markets around the world. Honda will also continue efforts in the research of future technologies, including the advancement of advanced humanoid robots and compact business jets and their engines. *Life Cycle Assessment: A comprehensive system for quantifying the impact Honda’s products have on the environment at the different stages in their life cycles, from material procurement and energy consumption to waste disposal. 7. Continuing to Increase Society’s Trust in and Understanding toward Honda 2. Production Efficiency Honda will establish efficient and flexible production systems and expand production capacity at its global production bases, with the aim of increasing its capability of supplying high-quality products. In addition to continuing to provide products incorporating Honda’s advanced safety and environmental technologies, Honda will continue striving to earn even more trust and understanding from society by, among other things, undertaking activities for corporate governance, compliance, and risk management and contributing to society. 3. Sales Efficiency Honda will continue to make efforts to expand product lines through the innovative use of IT and to upgrade sales and service structure, in order to further satisfy its customers. Through these Companywide activities, we will strive to materialize Honda’s visions of “Value Creation (Creating New Value for our Customers),” “Glocalization (Expanding Regional Operations),” and “Commitment for the Future (Developing Safety and Environmental Solutions),” with the aim of sharing joy with Honda’s customers, thus becoming a company that society wants to exist. 37 Risk Factors Relating to Honda’s Industry purchased. Accordingly, currency fluctuations have an effect on Honda’s results of operations and financial condition, as well as Honda’s competitiveness, which will over time affect its results. Since Honda exports many products and components from Japan and generates a substantial portion of its revenues in currencies other than the yen, Honda’s results of operations would be adversely affected by an appreciation of the yen against other currencies, particularly the U.S. dollar. 1. Honda may be adversely affected by market conditions Honda conducts its operations in Japan and throughout the world, including North America, Europe and Asia. A continued economic slowdown, recession or sustained loss of consumer confidence in these markets, which may be caused by rising fuel prices or other factors, could trigger a decline in demand for automobiles, motorcycles and power products that may adversely affect Honda’s results of operations. 2. Honda’s hedging of currency and interest rate risk exposes Honda to other risks Although it is impossible to hedge against all currency or interest risk, Honda uses derivative financial instruments to reduce the substantial effects of currency fluctuations and interest rate exposure on its cash flow and financial condition. These instruments include foreign currency forward contracts, currency swap agreements and currency option contracts, as well as interest rate swap agreements. Honda has entered into, and expects to continue to enter into, such hedging arrangements. As with all hedging instruments, there are risks associated with the use of such instruments. While limiting to some degree our risk fluctuations in currency exchange and interest rates by utilizing such hedging instruments, Honda potentially forgoes benefits that might result from other fluctuations in currency exchange and interest rates. Honda also is exposed to the risk that its counterparties to hedging contracts will default on their obligations. Honda manages exposure to counterparty credit risk by limiting the counterparties to major international banks and financial institutions meeting established credit guidelines. However, any default by such counterparties might have an adverse effect on Honda. 2. Prices for automobiles, motorcycles and power products can be volatile Prices for automobiles, motorcycles and power products in certain markets may experience sharp changes over short periods of time. This volatility is caused by many factors, including increasingly fierce competition, shortterm fluctuations in demand from underlying economic conditions, changes in import regulations, shortages of certain supplies, high material prices and sales incentives by Honda or other manufacturers or dealers. There can be no assurance that such price volatility will not continue or intensify or that price volatility will not occur in markets that to date have not experienced such volatility. Overcapacity within the industry has increased and will likely continue to increase if the economic downturn continues in Honda’s major markets or worldwide, leading, potentially, to further increased price pressure. Price volatility in any or all of Honda’s markets could adversely affect Honda’s results of operations in a particular period. General Risks Relating to Honda’s Business Legal and Regulatory Risks 1. The automobile, motorcycle and power product industries are subject to extensive environmental and other governmental regulation Currency and Interest Rate Risks 1. Honda’s operations are subject to currency fluctuations Regulations regarding vehicle emission levels, fuel economy, noise, safety and noxious substances, as well as levels of pollutants from production plants, are extensive within the automobile, motorcycle and power product industries. These regulations are subject to change, and are often made more restrictive. The costs to comply with these regulations can be significant to Honda’s operations. Honda has manufacturing operations throughout the world, including Japan, and exports products and components to various countries. Honda purchases materials and parts, and sells its products in foreign currencies. Therefore, currency fluctuations may affect Honda’s pricing of products sold and materials 38 Risk Factors 2. Honda is reliant on the protection and preservation of its intellectual property 3. Honda conducts its operations in various regions of the world Honda owns or otherwise has rights in a number of patents and trademarks relating to the products it manufactures, which have been obtained over a period of years. These patents and trademarks have been of value in the growth of Honda’s business and may continue to be of value in the future. Honda does not regard any of its businesses as being dependent upon any single patent or related group of patents. However, an inability to protect this intellectual property generally, or the illegal breach of some or a large group of Honda’s intellectual property rights, would have an adverse effect on Honda’s operations. Honda conducts its businesses worldwide and in several countries through joint ventures with local entities, in part due to the legal and other requirements of those countries. These businesses are subject to various regulations, including the legal and other requirements of each country. If these regulations or the business conditions or policies of these local entities change, it may have an adverse affect on Honda’s business, financial condition or results of operations. 4. Honda may be adversely affected by wars, use of force by foreign countries, terrorism, multinational conflicts, natural disasters, epidemics and labor strikes Risks Relating to Honda’s Operations 1. Honda’s financial services business conducts business under highly competitive conditions in an industry with inherent risks Honda conducts its businesses worldwide, and its operations may variously be subject to wars, use of force by foreign countries, terrorism, multinational conflicts, natural disasters, epidemics, labor strikes and other events beyond its control which may delay or disrupt Honda’s local operations in the affected regions, including the purchase of raw materials and parts, the manufacture, sales and distribution of products and the provision of services. Delays or disruptions in one region may in turn affect our global operations. If such delay or disruption occurs and continues for a long period of time, Honda’s business, financial condition or results of operations may be adversely affected. Honda’s financial services business offers customers various financing plans 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 its financing services, including commercial banks and finance and leasing companies. The financial services offered by us also involve risks relating to residual value, credit risk and cost of capital. Competition for customers and/or these risks that are specific to the financing business may affect Honda’s results of operations in the future. 2. Honda relies on various suppliers for the provision of certain raw materials and components Honda purchases raw materials, and certain components and parts, from numerous external suppliers, and relies on some key suppliers for some items and the raw materials it uses in the manufacture of its products. Honda’s ability to continue to obtain these supplies in an efficient and cost-effective manner is subject to a number of factors, some of which are not within Honda’s control. These factors include the ability of its suppliers to provide a continued source of supply and Honda’s ability to compete with other users in obtaining the supplies. Loss of a key supplier in particular may affect our production and increase our costs. 39 Corporate Governance Basic Stance regional and local levels and the supervision by the Board of Directors. The term of office of each director is limited to one year, and the amount of remuneration payable to them is determined according to a standard that reflects their performance in the Company. Our goal in doing this is to maximize the flexibility with which our directors respond to changes in the operating environment. With respect to business execution, Honda has established a system for operating its organizational units that reflects its fundamental corporate philosophy. For example, separate headquarters have been set up for each region, business and function, and a general manager from the Board of Directors or an operating officer has been assigned to each headquarters and main division. In addition, the Management Council deliberates important matters concerning management, and regional Based on its fundamental corporate philosophy, the Company is working to enhance corporate governance as one of its most important management issues. Our aim is to have our customers and society, as well as our shareholders and investors, place even greater trust in us and to ensure that Honda is “a company that society wants to exist.” To ensure objective control of the Company’s management, outside directors and corporate auditors are appointed to the Board of Directors and the Board of Corporate Auditors, which are responsible for the supervision and auditing of the Company. Honda has also introduced an operating officer system, aimed at strengthening both the execution of business operations at the Management Organization of the Company’s Corporate Governance for Decision-Making, Execution, Supervision and Others Board of Auditors (Outside Auditors 6 auditors 3 auditors) Board of Directors (Outside Directors 20 directors 2 directors) Executive Council President & C.E.O. Business Ethics Committee 6 officers 10 directors Business Ethics Improvement Proposal Line Compliance Officer Honda Driving Safety Promotion Center Corporate Planning Division New Business Development and Planning Office Aero Engine Business Planning Office Quality Innovation Center Risk Management Officer Regional Sales Operations (Japan) Regional Operations (North America) Regional Operations (Latin America) Regional Operations (Europe, the Middle & Near East and Africa) Regional Operations (Asia and Oceania) Regional Operations (China) Regional Operating Board (Japan) Regional Operating Board (North America) Regional Operating Board (Latin America) Regional Operating Board (Europe, the Middle & Near East and Africa) Regional Operating Board (Asia and Oceania) Regional Operating Board (China) Certification & Regulation Compliance Division IT Division Motorcycle Operations Automobile Operations Power Product Operations Customer Service Operations Production Operations Domestic Factories Purchasing Operations Business Support Operations Business Management Operations Corporate Project Quality Audit & Compliance Division Audit Office Corporate Auditors Office 28 staff 2 staff Honda R&D Co., Ltd. Honda Engineering Co., Ltd. (As of June 23, 2006) 40 Corporate Governance Board of Corporate Auditors operating councils deliberate important matters concerning management of their respective regions. The result is a system that functions effectively and efficiently, and addresses the needs of customers and societies around the world in a swift and appropriate manner. With respect to internal control, each division within the Company is working autonomously to reinforce legal and ethical compliance and risk management. The task of the Audit Office is to carry out effective audits of the performance of each division’s business. To enhance even further the trust and understanding shareholders and investors have in it, Honda’s basic policy emphasizes the appropriate disclosure of company information, such as by disclosing financial results on a quarterly basis and timely and accurately giving public notice of and disclosing its management strategies. Honda will continue raising its level of transparency in the future. The Board of Corporate Auditors consists of six corporate auditors, including three outside corporate auditors. In accordance with the Company’s auditing standards, auditing policies, apportionment of responsibilities and other such matters as determined by the Board of Corporate Auditors, each corporate auditor audits the directors’ execution of duties. Corporate Auditors accomplish these audits through various means, including attending meetings of the Board of Directors and inspecting the state of the Company’s assets and liabilities. In addition, a Corporate Auditors’ Office was established to provide direct support to the Board of Corporate Auditors. In the year under review, the Board of Corporate Auditors met 14 times. The Board of Corporate Auditors has certified Shinichi Sakamoto, a corporate auditor of the Company, as an “audit committee financial expert,” as set out in the rules of the Securities and Exchange Commission pursuant to Section 407 of the U.S. Sarbanes-Oxley Act of 2002. In the year under review, meetings between the Company’s corporate auditors and its independent auditor were held on five occasions. At those meetings, the independent auditor provided the corporate auditors with explanations and reports on accounting audit plans and results, and opinions were exchanged. The corporate auditors coordinate closely with the Audit Office, which is responsible for internal audits, with respect to audit policies and schedules. In the year under review, corporate auditors and the Audit Office, either independently or in collaboration, conducted business audits of a total of 128 companies among Honda’s domestic and overseas subsidiaries and affiliates. Current State of the Company’s Management Structure (1) Management Organization Board of Directors The Board of Directors consists of 20 directors, including two outside directors, and determines important items that are related to business execution or that are designated by law and supervises business execution. In June 2005, the Company introduced an operating officer system aiming at strengthening its business execution and improving flexibility in decision-making at the Board of Directors. The Company also plans to increase the number of outside directors to strengthen the supervisory functions of the Board of Directors. In the year under review, the Board of Directors met nine times. Outside Corporate Auditors The Company has appointed outside corporate auditors to receive audits of its corporate activities from a broadranging and advanced viewpoint based on extensive experience and a high level of insight in corporate management and as a legal specialist. The outside corporate auditors attend meetings of the Board of Directors, asking questions and offering opinions as necessary. The Board of Directors also provides items of business and other information as necessary to the outside corporate auditors. There is no particular relationship between the Company and its outside corporate auditor, Koukei Higuchi. There is no particular relationship between the Company and its outside corporate auditor, Kuniyasu Yamada. Mr. Yamada serves as President and Director of MTB Apple Planning, Co., Ltd. There is no particular relationship between MTB Apple Planning, Co., Ltd. and the Company. Outside Directors The Company has appointed outside directors to receive advice on its corporate activities from an objective, broadranging, and advanced viewpoint based on extensive experience and a high level of insight in corporate management and diplomacy. Outside directors attend meetings of the Board of Directors, asking questions and offering opinions as necessary. The Board of Directors also provides information on items of business and topics as necessary to outside directors. There is no particular relationship between the Company and its outside director, Satoru Kishi. There is no particular relationship between the Company and its outside director, Kensaku Hogen. 41 Corporate Governance Law from fiscal 2007), the Securities and Exchange Law and the U.S. Securities Exchange Act. In addition, they supervise the election of independent auditors, their remuneration and their non-audit services. In the previous fiscal year, the Company elected Ernst & Young ShinNihon as its independent auditor under the Commercial Code’s Audit Special Exceptions Law and the Securities and Exchange Law, and elected AZSA & Co. as its independent auditor under the Securities Exchange Act of the U.S.A. In fiscal 2006, the Company elected AZSA & Co. as its independent auditor under Japanese laws, thus having the same independent auditor under both U.S. and Japanese laws, in order to ensure an efficient Group-wide auditing system. A total of 47 people from AZSA & Co. provided auditing services for Honda: four Japanese certified public accountants (Masanori Sato, Shuji Ohtsu, Kensuke Sodegawa and Atsuji Maeno) and 43 assistants (13 certified public accountants, 14 assistant accountants, three U.S. certified public accountants and 13 others). In fiscal 2006, the Company and its consolidated subsidiaries paid a total of ¥1,119 million in fees to AZSA & Co. and its affiliated accounting firm, KPMG, for audit certification services under the Commercial Code’s Audit Special Exceptions Law, the Securities and Exchange Law and the U.S. Securities Exchange Act. In fiscal 2006, the Company’s overseas consolidated subsidiaries paid a total of ¥395 million in fees to AZSA & Co. and its affiliated accounting firm, KPMG, for nonauditing services. There is no particular relationship between the Company and its outside corporate auditor, Fumihiko Saito. Mr. Saito serves as a partner of Saito Law Office. There is no particular relationship between Saito Law Office and the Company. Directors’ Remuneration The total amount of remuneration and bonuses of directors and corporate auditors is determined according to criteria that reflect their performance in the Company. Remuneration for directors and corporate auditors is paid based on criteria approved by the Board of Directors, and it is paid within the extent of the maximum amount resolved by the Ordinary General Meeting of Shareholders. Bonuses for directors and corporate auditors are paid based on a decision of the Ordinary General Meeting of Shareholders, taking into consideration the Company’s profits during the fiscal year, past bonuses paid and various other factors. The total remuneration paid to directors and corporate auditors during fiscal 2006 was ¥997 million: ¥897 million to the 37 directors (including 16 directors who retired during the year) and ¥100 million to the six corporate auditors. The remuneration paid to directors includes employee wages paid to directors who also held employee status and remuneration paid by subsidiaries of the Company to directors who had business execution responsibilities for the subsidiaries. The remuneration paid to corporate auditors includes amounts paid by subsidiaries of the Company to corporate auditors who also served as corporate auditors for those subsidiaries. Executive bonuses paid during fiscal 2006 totaled ¥720 million: ¥668 million to the 36 directors who were directors at the end of fiscal 2005 and ¥52 million to the five corporate auditors who were corporate auditors as at the end of fiscal 2005. Retirement allowances paid to the two retired directors totaled ¥464 million, in accordance with a resolution of the Ordinary General Meeting of Shareholders, held in June 2005. Policy and Procedures for Obtaining Board of Corporate Auditors’ Prior Consent To ensure that the independent auditor and its affiliate involved in audit certification services under the U.S. Securities Exchange Act behave in accordance with all applicable laws and regulations and maintain complete independence from the Company, they must obtain the prior consent of the Company’s Board of Corporate Auditors before they carry out auditing services, auditingrelated services, tax services and other services for Honda. The Company’s initial policy required that each contractual agreement have a separate prior consent from the Board of Corporate Auditors. In order to make the decision-making process more efficient, however, we are enhancing procedural efficiency by establishing categories of matters requiring comprehensive prior consent. These categories are reviewed regularly by the Board of Corporate Auditors. Any matter that does not fall under one of these categories still requires separate consent of the Board of Corporate Auditors. Decisions Regarding Director Candidates Candidates for directors are decided at meetings of the Board of Directors. Candidates for corporate auditors are decided by resolution of the Board of Directors, subject to agreement of the Board of Corporate Auditors. Accounting Audits In order to ensure proper auditing of the Company’s accounts, the Board of Corporate Auditors and the Board of Directors receive auditing reports based on the Commercial Code’s Audit Special Exceptions Law (Company 42 Corporate Governance Status of Measures Related to Shareholders and Others with Vested Interests (2) Business Execution System Organization As for execution of business, the Company has six regional operations around the world to develop business based on its fundamental corporate philosophy. These operations adopt long-term perspectives and maintain close ties with local communities. The Company’s four business operations—motorcycles, automobiles, power products and spare parts— formulate the medium- and long-term plans for their business development, and each operation aims to maximize its business performance on a global basis. Each functional operation—such as Customer Service Operations, Production Operations, Purchasing Operations, Business Management Operations and Business Support Operations—supports the other functional operations, with the aim of increasing Honda’s effectiveness and efficiencies. Research and development activities are conducted principally at the independent subsidiaries of the Company. Honda R&D Co., Ltd., is responsible for research and development on products, while Honda Engineering Co., Ltd., handles research and development in the area of production technology. The Company actively carries out research and development in advanced technologies with the aim of creating products that are distinctive and internationally competitive. (1) Measures to Invigorate Ordinary General Meetings of Shareholders and Ensure Smooth Exercise of Voting Rights To invigorate the annual Ordinary General Meeting of Shareholders, the Company holds the meeting as early as possible. The Company also presents easy-to-understand reports using video and slides, and displays its products at the conference room. The Company sends convocation notices before the date required by law, and also allows shareholders to exercise their voting rights via the Internet, using personal computers or mobile phones. Convocation notices are sent in English to overseas investors. In these and other ways, the Company strives to make the exercise of rights as smooth as possible. (2) IR Activities For analysts and institutional investors, the Company holds meetings to present its results four times a year and meetings with the president twice a year. Company representatives visit and hold information meetings as needed for major Japanese and overseas institutional investors to explain the Honda Group’s future business strategies. Representatives based in North America and Europe also hold information meetings for institutional investors as appropriate. In addition, the Company holds information meetings for investors at motor shows and other major events, where presentations on such topics as Honda Group strategies are made by the president or relevant director. Moreover, the Company conducts regular tours of facilities in Japan and overseas for shareholders and other investors. The latest information for investors is available on the Company’s website (http://www.honda.co.jp/investors/ in Japanese; http://world.honda.com/investors/ in English). All new information is uploaded to the site simultaneously in Japanese and English. The Company issues a regular publication for shareholders, containing information about its businesses, products, financial status and other matters. Business Execution Officer System The Company has assigned a general manager from the Board of Directors or an operating officer to each regional, business and functional division, as well as to each research and development subsidiary. By ensuring swift, optimal decision-making in each region and workplace, the Company is building a highly effective and efficient business execution system. Management Council The Company has established the Management Council, which consists of 10 representative directors. Along with discussing in advance the items to be resolved at meetings of the Board of Directors, the Management Council discusses important management issues within the scope of authority conferred upon it by the Board of Directors. In the year under review, the Management Council met 22 times. (3) Respecting the Perspective of Stakeholders Regional Operating Councils Seeking to earn the unwavering trust of customers and society, the Honda Group has formulated a set of behavioral guidelines, which is observed by all individual employees. In addition to supplying products incorporating the most advanced safety and environmental technologies, To enhance the independence of each regional operation and ensure swift decision-making, regional operating councils have been established at each regional operation to discuss important management issues in the region within the scope of authority conferred upon it by the Management Council. 43 Corporate Governance Business Ethics Committee and the Business Ethics Improvement Proposal Line. the Company pursues environmental protection activities, safe driving campaigns and social contribution activities covering all aspects of its operations, including production, logistics and sales. These initiatives reflect the Company’s effort to earn the trust and understanding of society via its corporate activities. The Company provides information about its corporate activities via financial reports and other disclosures according to law. We also publish yearly reports on environmental protection activities, safe driving campaigns and social contribution activities, which are posted on our website. In addition, we plan to produce a corporate social responsibility (CSR) report that comprehensively explains our activities related to the environment, safety and society. Business Ethics Committee Honda’s Business Ethics Committee is chaired by the Compliance Officer and consists of directors and corporate officers. The Committee deliberates matters related to corporate ethics and compliance. It met four times in the year under review. Business Ethics Improvement Proposal Line Honda places high priority on open communications in its divisions. It has also set up the Business Ethics Improvement Proposal Line to receive suggestions related to corporate ethics issues. By devising appropriate responses to suggestions received, Honda is constantly working to enhance corporate ethics. The system is designed to ensure to protect informants, who can either use their real name or remain anonymous. The Business Ethics Committee supervises the operation of the Business Ethics Improvement Proposal Line and submits status reports to the Board of Corporate Auditors. Internal Control System: Fundamental Stance and Implementation Status Basic Stance To earn the trust of customers and society, the Company’s divisions, under the guidance of their respective directors in charge, have frameworks in place to ensure a systematic approach to compliance and risk management. These include formulation of behavioral guidelines and procedures for self-assessment. The Company also has a system to support initiatives of each division. Moreover, effective audits are carried out to monitor the execution status of each division. Risk Management System Each division works to prevent and address its particular set of risks. In addition, the Honda Crisis Response Rules are designed to address company-wide crises, such as major natural disasters. The Company has appointed a Risk Management Officer, who is a director in charge of risk managementrelated initiatives. It also established the Company-Wide Response Headquarters to address crisis situations. Group Governance System Behavioral Guidelines Storage and Management of Information on Execution of Business by Directors The “Honda Conduct Guideline,” formulated to guide the behavior of all employees, is posted on the Company’s website (http://www.honda.co.jp/conductguideline/ in Japanese; http://world.honda.com/conductguideline/ in English). In addition, each division produces more detailed behavioral guidelines according to its specific attributes. Documents and other information related to the execution of business by directors are stored and managed appropriately, according to the document management policies of Honda and its major regional subsidiaries. Self-Assessment Checklist Business Audits Each division of the Company approaches compliance and risk management in a systematic way. For example, each division has a checklist that clarifies specific laws and risks to consider related to its particular business, and conducts regular self-assessments. The results of such assessments are reported to the director in charge of each division, and the overall status of compliance and risk management is evaluated regularly by the Management Council. The Audit Office is an independent supervisory department under the direct control of the president. This office audits the performance of each department and works to improve the internal auditing of subsidiaries and affiliates in each region. Disclosure Committee The Disclosure Committee, which consists of relevant directors, deliberates matters related to the accuracy and appropriateness of corporate information to be disclosed in business results announcements and financial reports. Compliance System The Company has appointed a Compliance Officer, who is a director in charge of compliance-related initiatives. Other key elements of our compliance system include the 44 Corporate Governance Code of Ethics 303A of the NYSE Listed Company Manual. However, listed companies that are foreign private issuers, such as Honda, are permitted to follow home country practice in lieu of certain provisions of Section 303A. The following table shows the significant differences between the corporate governance practices followed by U.S. listed companies under Section 303A of the NYSE listed Company Manual and those followed by Honda. The Company has also established a “Code of Ethics” as set forth in the rules of the U.S. Securities and Exchange Commission regulations pursuant to Section 406 of the Sarbanes-Oxley Act of 2002. Companies listed on the NYSE must comply with certain standards regarding corporate governance under Section Corporate Governance Practices Followed by NYSE-listed U.S. Companies Corporate Governance Practices Followed by Honda For Japanese companies that employ a corporate governance system based on a board of corporate auditors (the “corporate auditor system”), including Honda, Japan’s company law has no independence requirement with respect to directors. The task of overseeing management and, together with the accounting audit firm, accounting is assigned to the corporate auditors, who are separate from the company’s management and who satisfy the independency requirements under Japan’s Company Law. A NYSE-listed U.S. company must have a majority of directors meeting the independence requirements under Section 303A of the NYSE Listed Company Manual. In the case of Japanese companies that employ the board of corporate auditors system, including Honda, at least half of the corporate auditors must be “outside” corporate auditors who must meet additional independence requirements under Japan’s company law. An outside corporate auditor is defined as a corporate auditor who has not served as a director, accounting councilor, executive officer, manager or any other employee of the company or any of its subsidiaries. Currently, Honda has three outside corporate auditors which constitute 50% of Honda’s corporate auditors. A NYSE-listed U.S. company must have an audit committee composed entirely of independent directors, and the audit committee must have at least three members. Like a majority of Japanese companies, Honda employs the corporate auditor system as described above. Under this system, the board of corporate auditors is a legally separate and independent body from the board of directors. The main function of the board of corporate auditors is similar to that of independent directors, including those who are members of the audit committee, of a U.S. company: to monitor the performance of the directors, and review and express opinion on the method of auditing by the company’s accounting audit firm and on such accounting audit firm’s audit reports, for the protection of the company’s shareholders. Japanese companies that employ a corporate auditor system, including Honda, are required to have at least three corporate auditors. Currently, Honda has six corporate auditors. Each corporate auditor has a four-year term. In contrast, the term of each director of Honda is one year. With respect to the requirements of Rule 10A-3 under the U.S. Securities Exchange Act of 1934 relating to listed company audit committees, Honda relies on an exemption under that rule which is available to foreign private issuers with boards of corporate auditors meeting certain criteria. A NYSE-listed U.S. company must have a nominating/corporate governance committee composed entirely of independent directors. Honda’s directors are elected at a meeting of shareholders. Its Board of Directors does not have the power to fill vacancies thereon. Honda’s corporate auditors are also elected at a meeting of shareholders. A proposal by Honda’s Board of Directors to elect a corporate auditor must be approved by a resolution of its Board of Corporate Auditors. The Board of Corporate Auditors is empowered to request that Honda’s directors submit a proposal for election of a corporate auditor to a meeting of shareholders. The corporate auditors have the right to state their opinion concerning election of a corporate auditor at the meeting of shareholders. A NYSE-listed U.S. company must have a compensation committee composed entirely of independent directors. Maximum total amounts of compensation for Honda directors and corporate auditors are proposed to, and voted on, by a meeting of shareholders. Once the proposals for such maximum total amounts of compensation are approved at the meeting of shareholders, each of the Board of Directors and Board of Corporate Auditors determines the compensation amount for each member within the respective maximum total amounts. A NYSE-listed U.S. company must generally obtain shareholder approval with respect to any equity compensation plan. Currently, Honda does not adopt stock option compensation plans. When Honda adopts it, such plans, Honda must obtain shareholder approval for stock options only if the stock options are issued with specifically favorable conditions or price concerning the issuance and exercise of the stock options. 45 Board of Directors, Corporate Auditors and Operating Officers Front row: President and Representative Director Executive Vice President and Representative Director Takeo Fukui Satoshi Aoki Back row: Koichi Kondo Senior Managing and Representative Directors Satoshi Toshida Satoshi Dobashi Minoru Harada Motoatsu Shiraishi Atsuyoshi Hyogo Koki Hirashima Directors <Name> President and Representative Director Executive Vice President and Representative Director Senior Managing and Representative Director Senior Managing and Representative Director Senior Managing and Representative Director Senior Managing and Representative Director Senior Managing and Representative Director <Area of Responsibility or Principal Occupations> Takeo Fukui Satoshi Aoki Chief Operating Officer for Motorcycle Operations Purchasing Operations Support General Supervisor, Quality Motoatsu Shiraishi President and Director of Honda R&D Co., Ltd. Minoru Harada Satoshi Dobashi Chief Operating Officer for Regional Sales Operations (Japan) Atsuyoshi Hyogo Chief Operating Officer for Regional Operations (China) President of Honda Motor (China) Investment Corporation, Limited Satoshi Toshida Chief Operating Officer for Power Product Operations Senior Managing and Representative Director Koki Hirashima Senior Managing and Representative Director Koichi Kondo Senior Managing and Representative Director Mikio Yoshimi Chief Operating Officer for Production Operations Risk Management Officer General Supervisor, Information Systems Chief Operating Officer for Regional Operations (North America) President and Director of Honda North America, Inc. President and Director of American Honda Motor Co., Inc. Chief Operating Officer for Business Support Operations Chief Officer of Driving Safety Promotion Center Compliance Officer Government & Industrial Affairs 46 Mikio Yoshimi Board of Directors, Corporate Auditors and Operating Officers <Name> <Area of Responsibility or Principal Occupations> Managing Director Managing Director Toru Onda Akira Takano Managing Director Shigeru Takagi Managing Director Hiroshi Kuroda Managing Director Tetsuo Iwamura Managing Director Tatsuhiro Oyama Director Director Director and Advisor Director Satoru Kishi Kensaku Hogen Hiroyuki Yoshino Fumihiko Ike Chief Operating Officer for Purchasing Operations Chief Operating Officer for Customer Service Operations Chief Operating Officer for Regional Operations (Europe, the Middle & Near East and Africa) President and Director of Honda Motor Europe Limited Chief Operating Officer for Automobile Operations Chief Operating Officer for Regional Operations (Latin America) President and Director of Honda South America Ltda. President and Director of Moto Honda da Amazonia Ltda. President and Director of Honda Automoveis do Brasil Ltda. Chief Operating Officer for Regional Operations (Asia & Oceania) President and Director of Asian Honda Motor Co., Ltd. Advisor of the Board of The Bank of Tokyo-Mitsubishi UFJ, Ltd. Chief Operating Officer for Business Management Operations (Note) Mr. Satoru Kishi and Mr. Kensaku Hogen satisfy the required conditions for outside directors provided for in Article 2, Item 15 of the Company Law. Corporate Auditors <Name> Corporate Auditor (Full-time) Corporate Auditor (Full-time) Corporate Auditor (Full-time) Corporate Auditor Corporate Auditor Corporate Auditor <Area of Responsibility or Principal Occupations> Hiroshi Okubo Koji Miyajima Shinichi Sakamoto Koukei Higuchi Advisor of the Board of Tokio Marine & Nichido Fire Insurance Co., Ltd. Kuniyasu Yamada President of M·U·TRUST·APPLE PLANNING COMPANY,LTD. Fumihiko Saito Representative of Saito Law Office (Note) Corporate Auditors Mr. Koukei Higuchi, Mr. Kuniyasu Yamada and Mr. Fumihiko Saito are outside corporate auditors as provided in Article 2, Item 16 of the Company Law. 47 Board of Directors, Corporate Auditors and Operating Officers Operating Officers <Name> Managing Officer Managing Officer Managing Officer Managing Officer Managing Officer Operating Officer Operating Officer Operating Officer Operating Officer Operating Officer Operating Officer Operating Officer Operating Officer Operating Officer Operating Officer Operating Officer Operating Officer Operating Officer Operating Officer Operating Officer Operating Officer Operating Officer Operating Officer Operating Officer Operating Officer <Principal Occupations> Yasuo Ikenoya Takanobu Ito Deputy Chief Operating Officer for Regional Operations (China) General Manager of Suzuka Factory of Production Operations Executive Vice President and Director of Honda Motor Europe Limited Masaaki Kato President and Director of Honda of the U.K. Manufacturing Ltd. Akio Hamada President and Director of Honda of America Mfg., Inc. Teruo Kowashi General Manager of Saitama Factory of Production Operations Takashi Yamamoto President and Director of Honda Manufacturing of Alabama, LLC Executive Vice President and Director of Honda R&D Co., Ltd. Suguru Kanazawa President and Director of Honda Racing Corporation Deputy Chief Operating Officer for Regional Sales Operations (Japan) General Manager of Automobile Sales Operations in Regional Sales Operations Manabu Nishimae (Japan) General Manager of Aftermarket Operations in Regional Sales Operations (Japan) Masaya Yamashita General Manager of Kumamoto Factory of Production Operations Hiroshi Kobayashi President and Director of Honda Canada Inc. Corporate Communications, Motor Sports Hiroshi Oshima General Manager of Corporate Communications Division in Business Support Operations Sho Minekawa President of Guangzhou Honda Automobile Co., Ltd. Tsutomu Saka General Manager of Hamamatsu Factory of Production Operations Hidenobu Iwata President and Director of Honda Engineering Co., Ltd. Motohide Sudo Executive Vice President and Director of Asian Honda Motor Co., Ltd. Production for Production Opertions Gen Tsujii General Manager of Automobile Production Planning Office in Production Operations Koichi Fukuo Quality, Certification & Regulation Compliance Hiroshi Soda Executive Vice President and Director of Honda North America, Inc. Takuji Yamada President and Director of Honda Motor Europe (North) GmbH Hideki Okada General Manager of Accounting Division in Business Management Operations Masahiro Takedagawa President and Director of Honda Siel Cars India Limited Yoichi Hojo General Manager of Automobile Purchasing Division 2 in Purchasing Operations Tsuneo Tanai Executive Vice President and Director of Honda of America Mfg., Inc. Yoshiyuki Matsumoto Automobile Products for Automobile Operations Eiji Okawara Production in China for Production Operations (Note) The Company has introduced an operating officer system to facilitate transfer of authority to regions and local workplaces and effectively separate the supervisory and executive roles, while also making the Board of Directors more versatile. As of June 23, 2006 48 Financial Section Contents 050 066 068 069 070 071 102 103 103 104 49 Financial Review Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Stockholders’ Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Selected Quarterly Financial Data (Unaudited and Not Reviewed) Net Sales and Operating Income by Business Segment Financial Summary Financial Review Equity in Income of Affiliates Equity in income of affiliates increased by 3.7%, to ¥99.6 billion. Net Sales and Other Operating Revenue Honda’s consolidated net sales and other operating revenue (hereafter “net sales”) for fiscal 2006, ended March 31, 2006, amounted to ¥9,907.9 billion, up 14.5% from the previous fiscal year. Of this amount, domestic net sales decreased by ¥5.1 billion, or 0.3%, to ¥1,694.0 billion, while overseas net sales increased by ¥1,263.0 billion, or 18.2% to ¥8,213.9 billion. Net Income Net income amounted to ¥597.0 billion, an increase of 22.8%. The effective tax rate was 38.9%, an decrease by 1.7 percentage points from the previous fiscal year. Basic net income per common share amounted to ¥648.67, compared with ¥520.68 in fiscal 2005. The gain on “return” of ¥138.0 billion which was recorded in the fiscal year ended March 31, 2006, was included in the result of consolidated operating income and consolidated income before income taxes. Accordingly, the result of amount of the relevant income after tax that was recorded by the “return” was included in the consolidated net income for the fiscal year ended March 31, 2006. Operating Income Operating income amounted to ¥868.9 billion, which was an increase of 37.7% from the previous fiscal year. This was primarily due to positive currency effects caused by the depreciation of the Japanese yen, increased profit attributable to higher revenue, continuing cost reduction effects and gain on return of the substitutional portion of the Employees’ Pension Funds to the Japanese government (herein referred to as “return”), which offset the negative impact of increased SG&A and R&D expenses. Liquidity and Capital Resources The policy of Honda is to support its business activities by maintaining sufficient capital resources, an ample level of liquidity and a sound balance sheet. Honda’s main business is the manufacture and sale of motorcycles, automobiles and power products. To support this business, it also provides retail financing and automobile leasing services for customers, as well as wholesale financing for dealers. In its manufacturing and sales business, Honda requires operating capital mainly to purchase parts and materials required for production, as well as to control inventory of finished products and cover receivables from dealers. Honda also requires funds for capital expenditures, mainly to upgrade, rationalize and renew production facilities, as well as to expand and reinforce research and development and sales facilities. Honda meets its operating capital requirements mainly through cash generated by operations. Honda funds its financial programs for customers and dealers primarily from Selling, General and Administrative Expenses/Research and Development Expenses SG&A expenses for fiscal 2006 increased by ¥143.1 billion or 9.5%, to ¥1,656.3 billion, reflecting increased sales expenses and storage fee due to the increase of net sales and increased advertisement expenses. R&D expenses increased by ¥42.6 billion or 9.1%, to ¥510.3 billion. Income before Income Taxes and Equity in Income of Affiliates Income before income taxes and equity in income of affiliates was up 24.0%, to ¥814.6 billion. Other income & expenses, net decreased by ¥80.1 billion from the previous fiscal year, due mainly to decline in gains on derivative instruments. Net Sales and Other Operating Revenue Net Income and Net Income per Common Share Years ended March 31 Years ended March 31 Yen (billions) 10,000 Yen (billions) 800 (Yen) 800 7,500 600 600 5,000 400 400 2,500 200 200 0 0 02 03 04 05 06 0 02 03 04 05 06 Net Income (left) Net Income per Common Share (right) 50 Honda’s short- and long-term debt securities are rated by credit rating agencies, such as Moody’s Investors Service, Inc., and Standard & Poor’s Rating Services. Based on major current ratings, which are shown below, Honda will be able to raise funds even if it requires more capital than its present level of liquidity would allow. The following table shows the ratings of Honda’s unsecured debt securities by Moody’s and Standard & Poor’s at the date of filing of this annual report. corporate bonds, medium-term notes and commercial paper, as well as securitization of finance receivables. The year-end balance of liabilities associated with fund-raising by financial subsidiaries was ¥3,880.8 billion. Cash Flows Consolidated cash and cash equivalents at end of year amounted to ¥747.3 billion as of March 31, 2006, down ¥26.2 billion, or 3.4%, from a year earlier, owing to decreases from business subsidiaries. Year-end cash and cash equivalents of business subsidiaries declined as net income and depreciation were outweighed by increases in purchases of production equipment and other tangible fixed assets. However, year-end cash and cash equivalents of finance subsidiaries increased, owing to an increase in their fund-raising activities associated with a rise in their receivables. Net cash provided by operating activities amounted to ¥576.5 billion. Factors increasing cash flows included ¥597.0 billion in net income (including a ¥138.0 billion non-cash gain on the return of the substitutional portion of the employees’ pension plan) and ¥262.2 billion in depreciation. By contrast, there was a ¥113.2 billion increase in trade accounts and notes receivable and a ¥109.6 billion increase in inventories. Net cash used in investing activities totaled ¥672.7 billion. This was mainly due to ¥460.0 billion in capital expenditures associated with introducing new models, upgrading, streamlining and renewing production facilities, and the improvement of Sales and R&D facilities. Another factor was a ¥230.3 billion increase in acquisition (net) of finance subsidiaries’ receivables associated with higher sales of automobiles in North America and elsewhere. Net cash provided by financing activities was ¥24.0 billion. During the year, Honda raised ¥865.6 billion in long-term debt through the issue of bonds and medium-term notes to meet capital requirements associated with an increase in liabilities of finance subsidiaries, as well as to repay ¥568.3 billion in longterm debt. By contrast, there was a ¥124.9 billion decrease in short-term debt accompanying a decline in external liabilities in Europe. Honda also allocated ¥77.0 billion in payments for purchase of treasury stock and ¥71.0 billion in cash dividends paid. The ¥747.3 billion in cash and cash equivalents at end of year corresponds to approximately 0.9 month of net sales, 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, financial subsidiaries carry total short-term borrowings of ¥1,369.1 billion in the form of commercial paper issued regularly to replace debt. This serves as alternative liquidity for a back-up credit line equivalent to ¥701.0 billion. In addition, Honda currently has ample credit limits, extended by prominent international banks, that are not subject to contracts. Honda believes it has adequate liquidity to meet its cash obligations for the near future at least for the year ending March 31, 2007. Credit Ratings for Moody’s Investors Service Standard & Poor’s Rating Services Short-term unsecured debt securities Long-term unsecured debt securities P-1 A-1 A1 A+ 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 uses different standards for calculating Honda’s credit rating, and also makes its own assessments. 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 debt. Off-Balance Sheet Arrangements Special Purpose Entity For the purpose of accelerating the receipt of cash related to our finance receivables, we periodically securitize and sell pools of these receivables. In these securitizations, we sell a portfolio of finance receivables to a special purpose entity, which is established for the limited purpose of buying and reselling finance receivables. We remain as a servicer of the finance receivables and are paid a servicing fee for our services. The special purpose entity transfers the receivables to a trust or bank conduit, which issues interest-bearing asset-backed securities or commercial paper, respectively, to investors. We retain certain subordinated interests in the sold receivables in the form of subordinated certificates, servicing assets and residual interests in certain cash reserves provided as credit enhancements for investors. We apply significant assumptions regarding prepayments, credit losses and average interest rates in estimating expected cash flows from the trust or bank conduit, which affect the recoverability of our retained interests in the sold finance receivables. We periodically evaluate these assumptions and adjust them, if appropriate, to reflect the performance of the finance receivables. Guarantee At March 31, 2006, we guaranteed ¥46.7 billion of employee bank loans for their housing costs. If an employee defaults on his/her loan payments, we are required to perform under the guarantee. The undiscounted maximum amount of our obligation to make future payments in the event of defaults is ¥46.7 billion. As of March 31, 2006, no amount was accrued for any estimated losses under the obligations, as it was probable that the employees would be able to make all scheduled payments. 51 Tabular Disclosure of Contractual Obligations The following table shows our contractual obligations at March 31, 2006: Yen (millions) Payments due by period Long-term debt Operating leases Purchase commitments(*) Total Less than 1 year 1-3 years 3-5 years ¥2,536,645 119,216 53,304 ¥657,645 25,087 53,304 ¥1,370,518 33,057 — ¥472,813 20,246 — After 5 years ¥35,669 40,826 — (*) Honda had commitments for purchases of property, plant and equipment at March 31, 2006. At March 31, 2006, we had no material capital lease obligations or long-term liabilities reflected on our balance sheet under U.S. GAAP other than those set forth in the table above. improvement, streamlining and modernization of production facilities, and improvement of sales and R&D facilities. In the automobile business, we made capital expenditures of ¥392.9 billion associated with introducing new models, improving, streamlining, and modernizing our production facilities, and improving our sales and R&D facilities in the year ended March 31, 2006. In the financial services segment, capital expenditures amounted to ¥1.3 billion in the year ended March 31, 2006. Capital expenditures in power product and other businesses in the year ended March 31, 2006, totaling ¥11.3 billion, were deployed to upgrade, streamline, and modernize manufacturing facilities for power products, and to improve R&D facilities for power products. Capital Expenditures Manufacturing-related capital expenditures in fiscal 2006 were applied to the expansion of manufacturing facilities, streamlining efforts, and the replacement of older equipment. Other expenditures included funds used to augment sales and R&D facilities. Total capital expenditures for the year amounted to ¥457.8 billion, up ¥83.8 billion from the previous year. Spending by business segment is shown below. Yen (millions) Years ended March 31 2005 2006 Motorcycle Business Automobile Business Financial Services Power Product and Other Businesses ¥041,845 317,271 1,941 ¥052,246 392,934 1,316 12,923 11,345 Total ¥373,980 ¥457,841 In the motorcycle business, we made capital expenditures of ¥52.2 billion in the year ended March 31, 2006. Funds were allocated to the introduction of new models, as well as the Plans after Fiscal 2006 Honda plans to build a new auto plant capable of synchronous auto production—from the engine to the entire automobile—in Yorii-cho Oosato-gun, Saitama, Japan with an investment of approximately ¥70,000 million. The annual production capacity of this new auto plant will be approximately 200,000 units. This new auto plant plans to start operation in 2010, and when the Capital Expenditures and Depreciation R&D Expenses and R&D Expenses as a Percentage of Net Sales Years ended March 31 Years ended March 31 Yen (billions) 600 Yen (billions) 600 (%) 10.0 450 450 7.5 300 300 5.0 150 150 2.5 0 0 02 03 04 05 0.0 02 06 03 04 05 06 Capital Expenditures R&D Expenses (left) Depreciation R&D Expenses as a Percentage of Net Sales (right) 52 new plant becomes operational, Honda’s total annual production capacity in Japan will increase to 1.5 million units. Honda plans to build a new R&D center in Sakura City, Tochigi, Japan with an investment of approximately ¥17,000 million.This new R&D facility will have multiple test courses, which reproduce various driving conditions including highspeed driving to urban-area driving. Honda is aiming to begin operation of this new R&D facility in 2009. Honda plans to build a new auto plant in the U.S., with an investment of approximately $550 million. The annual production capacity of this new plant will be approximately 200,000 units. This new auto plant plans to start operation in 2008, and when the new plant becomes operational, Honda’s total annual production capacity in North America will increase to 1.6 million units. Honda plans to build a new engine plant in Canada with an investment of approximately $140 million. The annual production capacity of this new plant will be approximately 200,000 units, and the products of this new plant will be supplied to the auto plant of Honda Canada Inc. This new plant should begin operation in 2008. The planned amount of capital expenditures in fiscal 2007 is shown below. industry in addressing safety and environmental issues. In Japan, we made a number of R&D achievements in fiscal 2006. The FORZA Z 250cc scooter underwent a full model change, and was outfitted with the Honda S-Matic sevenspeed automatic transmission in place of the previous manual six-speed transmission. This model was also the first in the world to be fitted with an auto-shift mode, creating a riding experience that is finely tuned to road conditions. In Japan, North America and Europe, the CBR1000RR onroad super sports model underwent a full model change. While the new model inherits the same basic styling and engine specifications of its predecessor, it is four kilograms lighter than the previous model to achieve quicker acceleration and better handling. In Asia, we launched a new model, Click, the first 110cc scooter to be equipped with a water-cooled engine in Thailand. In China, we produced and released the Storm, a 125cc motorcycle featuring enhanced environmental technologies and acceleration. Honda has succeeded in developing the world’s first production motorcycle airbag system. This new system helps lessen the severity of injuries caused by head-on collisions. In another development, we released the Honda Advanced Safety Vehicle-3 (ASV-3), equipped with the latest safety technologies developed as a result of Honda’s participation in the five-year Advanced Safety Vehicle (ASV) Project led by the Ministry of Land, Infrastructure and Transport. Features of the new vehicle include the Intersection Stop & Go Assistance System, which analyzes images from a camera mounted on the front of the motorcycle to detect stop signs and other markings. If the rider does not slow down when approaching an intersection, a warning appears on the motorcycle’s display screen, and an audio warning sounds in the rider’s helmet, prompting the rider to decelerate. Once the motorcycle has come to a stop, the Inter-Vehicle Communication System detects the position of any approaching vehicles, helping the rider determine whether or not it is safe to proceed through the intersection. In addition, since the shape and size of motorcycles make them less noticeable than automobiles, we have used research on human brain function to develop a new design concept that significantly improves motorcycle visibility. Research and development expenses in the Motorcycle Business segment in fiscal 2006 totaled ¥83.0 billion. Yen (millions) Year ending March 31 2007 Motorcycle Business Automobile Business Financial Services Power Product and Other Businesses ¥065,500 489,500 1,300 13,700 Total ¥570,000 Research and Development Using the most advanced technologies, Honda Motor Company and its consolidated subsidiaries conduct R&D activities aimed at creating distinctive products that are internationally competitive. The Group’s main R&D divisions operate independently as subsidiaries, allowing technicians to pursue their tasks with complete freedom. Product-related research and development is spearheaded by the Honda Research Institute in Japan, Honda R&D Americas, Inc., in the United States and Honda R&D Europe (Deutschland) GmbH in Germany. Research and development on production technologies centers on Honda Engineering Co., Ltd., in Japan and Honda Engineering North America, Inc. All of these entities work in close association with our other entities and business in their respective regions. Total consolidated R&D expenditures for the year ended March 31, 2006, amounted to ¥510.3 billion. Main R&D activities conducted by each business segment are outlined below. Automobile Business In the Automobile Business segment, we strive to develop innovative technologies and products through creativityoriented development in response to customer needs. We also actively develop technologies that address environmental issues and provide enhanced safety performance. Major achievements during the year include a full worldwide model change of the Civic. The engines of the new models employ an intelligent VTEC (i-VTEC) system, which switches the valve timing for maximum efficiency during startup and acceleration to achieve powerful, torquey performance, then delays intake valve closure timing during cruising and other low-load conditions for improved fuel economy. In Japan, North America and Europe, the Civic Hybrid underwent a full model change. The new line is equipped with the New Honda Motorcycle Business Honda is committed to developing motorcycles with new value-added features that meet the individual needs of customers around the world, and to implementing timely local development of regional products at its overseas locations. At the same time, we focus on developing technologies that lead the 53 scooter with a comfortable ride and high maneuvering stability. Research and development expenses in this segment in fiscal 2006 amounted to ¥13.3 billion. Hybrid System, combining a 3-stage i-VTEC engine that regulates the valves to provide three stages of valve timing (lowrpm, high-rpm and cylinder idle mode) with a significantly smaller and more efficient Integrated Motor Assist (IMA) system. We also launched a sporty 5-door model Civic developed exclusively for the European market. This new model is available with a choice of three engines: a 1.4-liter i-DSI (Intelligent Dual and Sequential Ignition) engine, a 1.8-liter i-VTEC engine—both realizing enhanced fuel economy—and a 2.2-liter i-CTDi diesel engine that complies with strict European regulations on gas emissions. In Japan, we introduced the all-new Airwave compact station wagon, featuring a roomy passenger interior and a luggage compartment with ample storage capacity, as well as an extra-large glass “Sky Roof” that creates open-air feeling. We also introduced the new Step Wagon, following a full model change that lowered the vehicle’s floor level and center of gravity, providing enhanced driving performance and comfort. In addition, we commenced sales of the new Zest minicar, incorporating low-floor design technology for greater cabin room, generous storage area and a convenient access bay. During the year under review, we announced the development of the Honda ASV-3, equipped with several new advanced safety technologies developed as a result of Honda’s participation in the five-year Advanced Safety Vehicle (ASV) Project led by the Ministry of Land, Infrastructure and Transport. In addition to using inter-vehicle communication to ascertain the position of automobiles, motorcycles and pedestrians relative to each other, the Honda ADV-3 incorporates a system that uses cameras and radar to provide drivers with information on approaching vehicles and obstacles on the road. There is also a system that offers driver support through steering- and brakeassist technologies, as well as an emergency response system designed to aid in rescue efforts in the event of an accident. In fuel cell technologies, the FCX, featuring Honda FC STACK next-generation fuel cell technology, became Japan’s first fuel cell vehicle to receive motor vehicle type certification from the Japanese Ministry of Land, Infrastructure and Transport. Research and development expenses in the Automobile Business segment in fiscal 2006 totaled ¥413.9 billion. Fundamental Research In the area of fundamental research, Honda pursues steady and varied research activities into technologies that may lead to innovative applications in the future. In joint research conducted with Nagoya University, we became the first in the world to discover a gene that dramatically improves rice harvests. Using rice of the Koshihikari variety, we identified a gene that radically enhances the regenerative ability of rice. This will lead the way to more rapid improvements in Koshihikari, the most popular variety of rice in Japan. Honda’s latest ASIMO humanoid robot model is capable of performing tasks in concert with the movement of people, such as freely operating a cart. A newly developed total control system, which controls all of ASIMO’s functions, enables the robot to act autonomously—as a receptionist, for instance, or even as a waiter serving drinks on a tray. A drastic improvement in the robot’s mobility allows it to run at a speed of 6km/hr, as well as run in a circular pattern. Expenses incurred in fundamental research are distributed among Honda’s business segments. Patents and Licenses On March 31, 2006, Honda owned more than 9,600 patents and 160 utility model registrations in Japan and more than 16,100 patents abroad. Honda also had applications pending for more than 19,900 patents in Japan and for more than 18,500 patents abroad. Under Japanese law, a utility model registration is a right granted with respect to inventions of less originality than those which qualify for patents. While the Company 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. Segment Information Business segments Power Product and Other Businesses In the Power Products Business, we seek to develop products that match customers’ lifestyles and needs while strengthening our lineup of offerings that address environmental issues. In fiscal 2006, we introduced the new iGX440 generalpurpose engine in Japan, United States, Europe and elsewhere. Highly friendly to the environment and extremely quiet, the iGX440 is the world’s first single-cylinder general-purpose engine to employ electronic governor speed control technology, which eliminates the need for a battery. The electronic governor system allows optimum engine control to suit a wide range of power requirements. In Japan, we incorporated the iGX440 into the newly launched HSM1590i, a mid-sized hybrid snow plow featuring a gasoline engine for removing snow and an electric motor for travel motion. The combination of the two power units facilitates switching between work modes and enhances user-friendliness. We also unveiled the Monpal ML200, a stylish four-wheel Motorcycles In fiscal 2006, domestic unit sales of motorcycles fell 2.6%, to 368,000 units. Overseas unit sales fell 2.0%, to 9,903,000 units, mainly due to a decrease in unit sales of parts for local production at affiliates accounted for under the equity method in Asia*. As a result, total unit sales of motorcycles amounted to 10,271,000 units, down 2.0% compared to the previous fiscal year. Net sales from sales to unaffiliated customers in the motorcycle segment increased 11.7%, to ¥1,225.8 billion, due mainly to the positive impact of the currency translation effects and the change in model mix, offsetting negative impact of decreased unit sales. Operating income increased by 64.4% to ¥113.9 billion, due mainly to the positive impact of currency effects caused by the depreciation of the Japanese yen, increased profit attributable to higher revenue, continuing cost reduction effects and gain on “return”, offsetting the negative 54 effects caused by the depreciation of the yen, increased profit attributable to higher revenue and continuing cost reduction effects and gain on “return” of ¥138.0 billion, which offset the negative impact of the increase in SG&A and R&D expenses. impact of the increase in SG&A and R&D expenses. * Of the net sales of Honda-brand motorcycle products that are manufactured and sold by overseas affiliates accounted for under the equity method, those with respect to which parts for manufacturing were not supplied from Honda or such subsidiaries are not included in net sales and other operating revenue, in conformity with U.S. generally accepted accounting principles. North America Net sales in North America increased by 19.4% from the previous fiscal year to ¥5,616.3 billion, due mainly to positive currency translation impact and the increased revenue in all of Honda’s business segments. Operating income in North America increased by 10.2% to ¥353.9 billion, due primarily to the positive impact of currency effects caused by the depreciation of the Japanese yen and the increased profit attributable to higher revenue, which offset the negative impact of the increase in SG&A expenses. Automobiles Domestic unit sales of automobiles in fiscal 2006 fell 2.2%, to 696,000 units and overseas unit sales increased by 6.5%, to 2,695,000 units. Consequently, total unit sales of automobiles grew 4.6%, to 3,391,000 units, compared to the previous fiscal year. Net sales from sales to unaffiliated customers in the automobile segment increased 14.9%, to ¥8,004.6 billion, due to the positive currency translation effects and increased unit sales mainly in North America. Operating income increased by 38.9% to ¥628.3 billion, due mainly to the positive impact of currency effects caused by the depreciation of the Japanese yen, an increase in profit attributable to higher revenue, continuing cost reduction effects and gain on “return”, which offset the negative impact of increase in SG&A and R&D expenses. Europe Net sales in Europe increased by 14.0% to ¥1,189.5 billion compared to the previous fiscal year, due mainly to the positive currency translation impact and the increased revenue in all of Honda’s business segments. Operating income in Europe decreased by 36.2% to ¥26.3 billion, due mainly to the negative impact of the changes in model mix and increased SG&A expenses, offsetting the positive impact of the currency effects caused by the depreciation of the Japanese yen and the increased profit attributable to higher revenue. Financial Services Revenue from sales to unaffiliated customers in financial services business rose 20.0%, to ¥306.8 billion, compared to the previous fiscal year. Operating income increased 0.8%, to ¥90.5 billion, due primarily to the positive impact of currency effects caused by the depreciation of the Japanese yen, higher revenue due to an increased finance-subsidiaries receivable from growth of business and decreased SG&A expenses which offset increased funding costs. Asia Net sales in Asia increased by 15.9% to ¥997.3 billion from the previous fiscal year, due mainly to positive currency translation impact and the increased revenue in all of Honda’s business segments. Operating income increased by 7.1% to ¥64.9 billion from the same period of the previous year, due mainly to the positive impact of the currency effects caused by the depreciation of the Japanese yen, increased profit attributable to higher revenue and continuing cost reduction, which offset the negative impact of the increase in SG&A expenses. Power Product and Other Businesses Domestic unit sales of power products in fiscal 2006 increased 12.7%, to 487,000 units. Overseas unit sales increased 10.7%, to 5,389,000 units. Accordingly, total unit sales of power products rose 10.9%, to 5,876,000 units, compared to the previous fiscal year. Net sales from power products and other businesses increased 11.3%, to ¥370.6 billion, due mainly to increased unit sales. Operating income increased 86.3% to ¥35.9 billion, due mainly to positive currency effects caused by the depreciation of the Japanese yen, the increased profit attributable to higher revenue and gain on “return”, which offset the negative impact of the increase in SG&A expenses. Other Regions Net sales in Other Regions increased by 22.7% to ¥571.6 billion compared to the previous fiscal year, due mainly to positive impact of the currency translation effects and the increased revenue in all of Honda’s business segments. Operating income increased by 72.2% from the same period of the previous year to ¥57.1 billion, due mainly to the positive currency effects caused by the depreciation of the Japanese yen, the increased profit attributable to higher revenue and continuing cost reduction effects, offsetting the negative impact of the increase in SG&A expenses. Geographical segments Geographical segments are based on the location of the Company and its subsidiaries. Application of Critical Accounting Policies Critical accounting policies require us to apply most difficult, subjective or complex judgments, often requiring us to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods, or for which the use of different estimates that could have reasonably been used in the current period would have had a material impact on the presentation of our financial condition and results of Japan Net sales in Japan were ¥4,437.8 billion, up by 7.2% from the previous fiscal year, due mainly to increased export sales in the automobile business and increased revenue in the motorcycle, power product and other businesses, which offset the negative impact of decreased unit sales in domestic automobile business. Operating income in Japan was ¥370.9 billion, up by 100.6%, due primarily to the positive impact of the currency 55 Allowance for Credit Losses Our finance subsidiaries provide wholesale financing to dealers and retail lending and direct financing leases to customers mainly in order to support sales of our products, principally in North America. We classify the receivables derived from those services as finance subsidiaries-receivables. Certain finance receivables related to sales of inventory are reclassified to trade receivables and other assets in the consolidated balance sheets. An allowance for credit losses is maintained to cover estimated losses incurred on finance subsidiaries-receivables. To determine the overall allowance amount, receivables are segmented into pools with common characteristics such as product and collateral types. For each of these pools, we estimate losses primarily based on our historic loss experiences, delinquency rates, recovery rates and scale and composition of the portfolio, taking factors into consideration such as changing economic conditions and changes in operational policies and procedures. We believe that the accounting estimate related to allowance for credit losses is a “critical accounting estimate” because it requires us to make assumptions about inherently uncertain items such as future economic trends, quality of finance subsidiaries-receivables and other factors. We review the adequacy of the allowance for credit losses, and the allowance for credit losses is maintained at an amount that we deem sufficient to cover the estimated credit losses on our owned portfolio of finance receivables. Actual losses may differ from the original estimates as a result of actual results varying from those assumed in our estimates. As an example of the sensitivity of the allowance calculation, the following scenario demonstrates the impact that a deviation in one of the primary factors estimated as a part of our allowance calculation would have on the provision and allowance for credit losses. If we had experienced a 10% increase in net credit losses during fiscal 2006 in our North America portfolio, the provision for fiscal 2006 and the allowance balance at the end of fiscal 2006 would have increased by approximately ¥5.1 and ¥3.0 billion, respectively. Note that this sensitivity analysis may be asymmetric, and are specific to the base conditions in fiscal 2006. operations. The following is not intended to be a comprehensive list of all our accounting policies. Our significant accounting policies are more fully described in Footnote 1 to the accompanying consolidated financial statements. We have identified the following critical accounting policies with respect to our financial presentation. Product Warranty We warrant our products for specific periods of time. Product warranties vary depending upon the nature of the product, the geographic location of their sales and other factors. Our warranty expense accruals are costs for general warranties on products we sell and product recalls. We provide for estimated warranty expenses at the time products are sold to customers or the time new warranty programs are initiated. Estimated warranty expenses are provided based on historical warranty claim experience with consideration given to the expected level of future warranty costs, including current sales trends, the expected number of units to be affected and the estimated average repair cost per unit for warranty claims. Our products contain certain parts manufactured by third party suppliers. Since suppliers typically warrant these parts, the expected receivables from warranties of these suppliers are deducted from our estimates of warranty expense accruals. We believe that the accounting estimate related to warranty expense accruals is a “critical accounting estimate” because changes in the calculation can materially affect net income, and require us to estimate the frequency and amounts of future claims, which are inherently uncertain. Our policy is to continuously monitor warranty expense accruals to determine their adequacy of the accrual. Therefore, warranty expense accruals are maintained at an amount we deem adequate to cover estimated warranty expenses. Actual claims incurred in the future may differ from the original estimates, which may result in material revisions to the warranty expense accruals. Additional detailed information about the changes in provisions for the product warranties for each of the years in the two-year period ended March 31,2006 is described in Footnote 16 to the accompanying consolidated financial statements. Additional Narrative of the Change in Provision for Credit Loss as Below The following table shows information related to our credit loss experience in our North America portfolio: Yen (billions) 2004 Charge-offs (net of recoveries) Provision for credit losses Allowance for credit losses Ending receivable balance(**) Average receivable balance, net(**) Charge-offs as a % of average receivable balance(**) Allowance as a % of ending receivable balance(**) ¥0,016.2 28.8 23.7 3,145.9 2,982.1 0.54% 0.75% (*) 2005 ¥0,023.1 31.7 29.2 3,613.6 3,333.5 0.70% 0.81% 2006 ¥0,022.8 27.4 30.1 4,166.5 3,938.2 0.58% 0.72% The allowance for credit losses and average receivable balance include allowance for credit losses and finance subsidiaries-receivables classified as trade receivables and other assets in the consolidated balance sheets. Additional information is described in Footnote 3 to the accompanying consolidated financial statements. (**) For fiscal year ended March 31, 2006, Honda excluded unearned interest income and fees from the ending receivables balance and average receivables balance in the table above. The reclassifications have made to the prior years’ balances to conform to the presentation used for the year ended March 31, 2006. 56 purchased varies depending on the difference between the actual market value of the vehicle at the end of the lease and the residual value estimated at the time of inception of the lease. Our finance subsidiaries initially determine the residual value of the leased vehicle by using our estimation of future used vehicle values, which take into consideration data gathered from third parties. Our finance subsidiaries recognize a loss when the proceeds from the sale of leased vehicles are less than contractual residual value at the end of the lease term. Our finance subsidiaries purchase insurance to cover a portion of the estimated residual value at the end of the lease term of vehicles leased to customers under direct financing leases. An allowance for expected losses on lease residual values is maintained to cover estimated losses on the uninsured portion of the vehicles’ residual values. We project two important components of losses in determining our allowance for losses on lease residual values: expected frequency of returns, or the percentage of leased vehicles we expect to be returned by customers at the end of the lease term, and expected loss severity, or the expected difference between the residual value and the amount we receive through sales of returned vehicles plus proceeds from insurance. We estimate losses on lease residual values by evaluating several different factors, including trends in historical and projected used vehicle values and general economic measures. We believe that the accounting estimate related to allowance for losses on lease residual values is a “critical accounting estimate” because it is highly susceptible to market volatility and requires us to make assumptions about future economic trends and lease residual values. The allowance is maintained at an amount we deem adequate to cover estimated losses on the uninsured portion of the vehicles’ lease residual values. Evaluating the adequacy of the allowance requires us to make assumptions of inherently uncertain factors, including changes in economic conditions. As a result, actual losses incurred may differ from original estimates. If future auction values for all Honda and Acura vehicles in our North American lease portfolio as of March 31, 2006, were to decrease by approximately ¥10,000 per unit from our present estimates, the total impact would be an increase of our allowance for losses on residual value by about ¥2.3 billion, which would be charged to our provision for losses on residual values in the current year. Similarly, if future return rates for our existing portfolio of all Honda and Acura vehicles were to increase by one percentage point from our present estimates, the total impact would be to increase our allowance for losses on residual values by about ¥0.4 billion, which would be charged to our provision for losses on residual values in the current year. Note that this sensitivity analysis may be asymmetric, and are specific to the base conditions in fiscal 2006. Fiscal Year 2006 Compared with Fiscal Year 2005 Net charge-offs in our North America portfolio decreased by ¥0.3 billion, or 1%. The lower loan originations during fiscal year 2005 resulted in a lower volume of defaults during fiscal year 2006, offsetting the currency translation effects. Also the difficulties experienced with the implementation of the new customer account servicing system in fiscal year 2005 has passed, which improved collection efforts. The provision for credit losses decreased by ¥4.3 billion, or 14%. The allowance for credit losses increased by ¥0.9 billion, or 3%, due to the currency translation effects. Excluding this effect, the allowance for credit losses decreased. Fiscal Year 2005 Compared with Fiscal Year 2004 Net charge-offs in the North America portfolio increased by ¥6.9 billion, or 43%, primarily due to the significant growth in finance receivables during fiscal year 2003 and 2004. Historically, the majority of customer defaults occur when loans are between one to two years old. Therefore, we experienced higher losses as the large number of new contracts booked in prior fiscal years became between one to two years old in fiscal year 2005. Higher losses were also attributable to difficulties experienced in connection with the implementation of a new customer account servicing system for our North American operations. The conversion process caused disruptions in servicing activities both during and after rollout of the new system. Disruptions were due to, among other things, periods of system downtime, periods devoted to user training, and extremely high volumes of calls from customers inquiring about new statements or errors on statements received. As a result, collectors were not able to make their requisite collection calls. These and other implementation difficulties contributed to higher delinquencies beginning in August 2004, and resulted in higher charge-offs in the second and third quarters of fiscal year 2005. By the end of fiscal year 2005, delinquencies and charge-offs have started to return back to historical levels experienced prior to the system conversion. Management expects that the initial period of difficulties involved with the system conversion has passed and the new system, as designed, will improve operating efficiency and enhance customer service. The provision for credit losses in our North America portfolio increased by ¥2.9 billion, or 10%, which was due to the increase in charge-offs and the increase to the allowance balance. The allowance for credit losses in our North America portfolio increased by ¥5.5 billion, or 23%, primarily due to the continued growth in finance receivables. Allowance for Losses on Lease Residual Values End-customers of vehicles leased under a direct financing lease typically have an option to buy the leased vehicle from the car dealership (dealer) for the estimated residual value of the vehicle or to return the leased vehicle to the dealer at the end of the lease term. Likewise, dealers have the option to return the vehicle to our finance subsidiaries or to buy the leased vehicle at the end of the lease term from our finance subsidiaries. The likelihood that the leased vehicle will be Pension and Other Postretirement Benefits We have various pension plans covering substantially all of our employees in Japan and in certain foreign countries. Benefit obligations and pension costs are based on assumptions of many factors, including the discount rate, the rate of salary increase and the expected long-term rate of return on plan 57 We believe that the accounting estimates related to our pension plans are “critical accounting estimates” because changes in these estimates can materially affect our financial condition and results of operations. Actual results that differ from our assumptions are accumulated and amortized over future periods and, therefore, generally affect our recognized expenses and recorded obligations in future periods. We believe that the assumptions used are appropriate. However, differences in actual experience or changes in assumptions could affect our pension costs and obligations, including our cash requirements to fund such obligations. assets. The discount rate and expected long-term rate of return on plan assets are determined based on our evaluation of current market conditions, including changes in interest rates. The salary increase assumptions reflect our actual experience as well as near-term outlook. Our assumed discount rate and rate of salary increase as of March 31, 2006 were 2.0% and 2.2%, respectively, and our assumed expected longterm rate of return for the year ended March 31, 2006 was 4.0% for Japanese plans. Our assumed discount rate and rate of salary increase as of March 31, 2006 were 4.9-5.8% and 3.5-5.2%, respectively, and our assumed expected long-term rate of return for fiscal 2006 was 6.8-8.0% for foreign plans. The following table shows the effect on our funded status, equity and pension expense from a 0.5% change in the assumed discount rate and the expected long-term rate of return. Japanese Plans Yen (billions) Assumptions Discount rate Expected long-term rate of return Percentage Point Change (%) Funded status Equity Pension expense +0.5/– 0.5 +0.5/– 0.5 –88.3/+95.7 — +40.6/–43.8 — –6.3/+7.3 –4.1/+4.1 Percentage Point Change (%) Funded status Equity Pension expense +0.5/– 0.5 +0.5/– 0.5 –39.0/+44.8 — +3.5/–10.0 — –5.0/+5.7 –1.3/+1.3 Foreign Plans Assumptions Discount rate Expected long-term rate of return Yen (billions) (*1) Note that this sensitivity analysis may be asymmetric, and are specific to the base conditions at March 31, 2006. (*2) Funded status for fiscal 2006 is affected by March 31, 2006 assumptions. Pension expense for fiscal 2006 is affected by March 31, 2005 assumptions. Quantitative and Qualitative Disclosure About Market Risk Honda is exposed to market risks, which are changes in foreign currency exchanges rates, in interest rates and in prices of marketable equity securities. Honda is a party to derivative financial instruments in the normal course of business in order to manage risks associated with changes in foreign currency exchanges rates and in interest rates. Honda does not hold any derivative financial instruments for trading purposes. denominated in foreign currencies (principally U.S. dollars). Foreign currency written option contracts are entered into in combination with purchased option contracts to offset premium amounts to be paid for purchased option contracts. The tables below provide information about our derivatives related to foreign exchange risk as of March 31, 2005 and 2006. For forward exchange contracts and currency options, the table presents the contract amounts and fair value. All forward exchange contracts and currency options to which we are a party have original maturities of less than one year. Foreign Currency Risk Foreign currency forward contracts and purchased option contracts are normally used to hedge sale commitments 58 Foreign Exchange Risk 2005 Yen (millions) Contract amounts Fair value 2006 Yen (millions) Average contractual rate Contract amounts Average contractual rate Fair value Forward Exchange Contract To sell US$ To sell EUR To sell CAD To sell GBP To sell other foreign currencies To buy US$ To buy other foreign currencies Cross-currencies Total ¥225,573 56,727 22,736 49,407 57,109 3,596 2,304 275,389 ¥692,841 (5,233) (915) (845) (1,188) (523) 75) 19) (1,023) (9,633) 104.58 136.32 84.73 195.81 — 104.62 — — ¥270,070 132,694 19,225 82,546 82,985 5,535 992 304,078 ¥898,125 (1,771) (3,333) (1) (984) 310) 45) 22) 2,228) (3,484) 115.88 138.57 100.59 201.67 — 115.78 — — Currency Option Option purchased to sell US$ Option written to sell US$ Option purchased to sell other currencies Option written to sell other currencies Total ¥071,004 92,482 20,462 30,263 ¥214,211 258) (1,270) 123) (287) (1,176) — — — — ¥058,446 104,576 4,982 8,544 ¥176,548 520) (323) 19) (85) 131) — — — — exchange risk as well as interest rate risk. The following tables provide information about Honda’s financial instruments that were sensitive to changes in interest rates at March 31, 2005 and 2006. For finance receivables and long-term debt, these tables present principal cash flows, fair value and related weighted average interest rates. For interest rate swaps and currency & interest rate swaps, the table presents notional amounts, fair value and weighted average interest rates. Variable interest rates are determined using formulas such as LIBOR+ α and an index at the fiscal year end. Interest Rate Risks Honda is exposed to market risk for changes in interest rates related primarily to its debt obligations and finance receivables. In addition to short-term financing such as commercial paper, Honda has long-term debt with both fixed and floating rates. Our finance receivables are primarily fixed rate. Interest swap agreements are mainly used to convert floating rate financing to (normally 3-5 years) fixed rate financing in order to match financing costs with income from finance receivables. Foreign currency and interest rate swap agreements used among different currencies, also serve to hedge foreign currency Interest Rate Risk Finance Subsidiaries-Receivables 2005 2006 Yen (millions) Yen (millions) Expected maturity date Total Direct Finance Leases*1 : JP¥ US$ Other Fair value Total Within 1 year 1-2 years 2-3 years 3-4 years 4-5 years Thereafter Fair value ¥0,024,250 1,562,695 335,303 — — — ¥0,024,450 14,387 5,097 2,951 1,398 1,846,959 611,039 595,153 498,507 142,260 348,691 22,339 110,490 105,391 87,488 617 — 22,925 — — 58 — — — ¥1,922,248 — ¥2,220,100 647,765 710,740 606,849 231,146 23,542 58 — ¥0,350,281 1,768,541 314,043 319,697 1,743,376 281,768 ¥0,412,415 140,606 1,982,413 712,455 428,934 242,705 107,007 402,810 69,883 76,111 48,524 24,848 363,843 287,695 170,035 56,464 34,731 20,095 15,319 45,575 5,056 377,036 1,935,956 405,397 Total—Other Finance Receivables ¥2,432,865 Retained interest in the sold pool of finance receivables*2 62,904 Total* 3 ¥4,418,017 2,344,841 ¥2,823,762 1,095,766 579,700 496,418 370,950 214,978 65,950 2,718,389 Total—Direct Finance Leases Other Finance Receivables: JP¥ US$ Other 62,904 94,634 ¥5,138,496 Average interest rate 5.30% 4.40% 4.51% 5.30% 6.34% 8.46% 94,634 *1 : Under the U.S. generally accepted accounting principles, disclosure of fair values of direct finance leases is not required. *2 : The retained interest in the sold pool of finance receivables is accounted for as “trading” securities and is reported at fair value. *3 : The finance subsidiaries-receivables include finance subsidiaries-receivables classified as trade receivables and other assets in the consolidated balance sheets. Additional detailed information is described in Footnote 3 to the accompanying consolidated financial statements. 59 Long-Term Debt (including current maturities) 2005 2006 Yen (millions) Yen (millions) Expected maturity date Total Fair value Japanese yen bonds ¥0,171,000 Japanese yen medium-term notes 470,273 U.S. dollar medium-term notes 1,111,126 U.S. dollar commercial paper 187,526 Loans and others—primarily fixed rate 154,680 Total ¥2,094,605 Total Within 1 year 1-2 years 2-3 years 3-4 years 30,050 80,741 96,365 — 14,572 4-5 years Thereafter Fair value 172,209 475,575 1,118,885 187,526 154,832 ¥0,231,200 61,050 475,320 56,599 1,322,522 482,568 204,893 — 302,710 57,428 50,050 137,718 407,888 204,893 102,635 30,050 140,601 253,937 — 42,746 60,000 59,661 58,403 — 73,021 — — 23,361 — 12,308 228,555 476,215 1,330,282 204,893 303,969 2,109,027 ¥2,536,645 657,645 903,184 467,334 221,728 251,085 35,669 2,543,914 Average interest rate 0.72% 0.63% 4.66% 4.32% 3.95% Interest Rate Swaps 2005 2006 Yen (millions) Yen (millions) Expected maturity date Notional principal currency Receive/Pay JP¥ US$ Float/Fix Float/Fix Fix/Float Float/Float Float/Fix Fix/Float Float/Float Float/Fix Fix/Float CA$ GBP Total Contract amounts Fair value Contract amounts Within 1 year 1-2 years 2-3 years 3-4 years 4-5 years Thereafter Fair value ¥0,004,525 2,326,726 250,219 40,808 361,748 50,737 93,270 75,061 24,311 (87) 28,996) (1,635) (199) (1,981) (288) (147) 175) (31) ¥0,001,455 1,240 80 135 — — 2,712,564 260,549 583,020 1,163,743 705,252 — 337,726 24,669 35,241 107,485 88,102 58,735 52,274 11,160 32,304 — 8,810 — 433,089 39,534 58,915 88,373 158,582 87,685 71,663 — — 27,350 27,586 16,727 185,057 — — — — 185,057 54,927 25,509 17,365 9,150 2,688 215 8,993 5,662 2,661 670 — — — — 23,494 — — — — — — (3) 39,965) (6,426) (311) 4,445) (1,067) (303) 32) —) ¥3,227,405 24,803) ¥3,857,748 368,323 729,586 1,396,906 23,494 36,332 991,020 348,419 Average receive rate 1.00% 4.76% 4.31% 4.44% 3.14% 3.04% 3.48% 4.81% 5.09% Average pay rate 1.49% 4.00% 4.92% 4.72% 3.71% 3.98% 4.14% 4.90% 4.74% Currency & Interest Rate Swaps 2005 2006 Yen (millions) Receiving Paying side side currency currency JP¥ US$ JP¥ CA$ JP¥ Other GBP Other Total Yen (millions) Expected maturity date Receive/Pay Fix/Float Float/Float Fix/Float Float/Float Fix/Float Fix/Float Float/Float Contract amounts Fair value Contract amounts Within 1 year 1-2 years Average pay rate 2-3 years 3-4 years 4-5 years Thereafter ¥353,314 84,526 2,418 5,846 28,314 — 30,854 21,472) 4,588) (182) (868) 5) —) (194) ¥393,389 103,823 2,772 — — 70,041 14,333 32,359 116,976 108,842 26,138 25,249 40,297 — — — — — — — — — — — — 14,333 — — 72,792 12,139 2,772 — — — — 62,420 — — — — 70,041 — —) —) —) —) —. —) —) (22,996) 0.72% 5.01% (5,520) 0.25% 4.98% (610) 0.95% 4.14% —) —% —% —) —% —% 736) 8.953.75% 1.15.07% 241) 2.99% 4.66% ¥505,272 24,821 ¥584,358 72,830 142,225 87,703 132,461 —) (28,149) 149,139 Fair value Average receive rate subsidiary to convert its investment into common shares of the issuer. The convertible features are accounted for as embedded derivatives. Additionally, a subsidiary has convertible notes and convertible preferred stocks with conversion features that enable the subsidiary to convert its investment into common shares of the issuer. The convertible features are accounted for as embedded derivatives. The conversion features are measured at fair value in our consolidated balance sheets, and the changes in fair value are Equity Price Risk Honda is exposed to equity price risk as a result of its holdings of marketable equity securities. Marketable equity securities included in Honda’s investment portfolio are generally securities of domestic Japanese companies and are held for purposes other than trading. At March 31, 2005 and 2006, the estimated fair value of marketable equity securities was ¥93.0 billion and ¥141.8 billion, respectively. Additionally, a subsidiary has convertible notes and convertible preferred stocks with conversion features that enable the 60 recognized as other income or expense in our consolidated statements of income. Furthermore, the subsidiary entered into a forward sale contract in relation to a portion of convertible notes. The changes in fair value of this derivative financial instrument are recognized as other income or expense in our consolidated statements of income. Legal Proceedings Various legal proceedings are pending against us. We believe that such proceedings constitute ordinary routine litigation incidental to our business. With respect to product liability, personal injury claims or lawsuits, we believe that any judgment that may be recovered by any plaintiff for general and special damages and court costs will be adequately covered by our insurance and reserves. Punitive damages are claimed in certain of these lawsuits. We are also subject to potential liability by other various lawsuits and claims. Seventy-seven purported class actions on behalf of all purchasers of new motor vehicles in the United States since January 1, 2001, have been filed in various state and federal courts against American Honda Motor Co., Inc., Honda Canada, Inc., General Motors, Ford, Daimler Chrysler, Toyota, Nissan, and Volkswagen and their Canadian affiliates, the National Automobile Dealers Association and the Canadian Automobile Dealers Association. Several of the state court actions also name Honda Motor Co., Ltd. as a defendant, as well as other Japanese and German parent companies of United States based subsidiaries. The federal court actions have been consolidated for coordinated pretrial proceedings in federal court in Maine and 37 California cases have been consolidated in the state court in San Francisco. Additionally, there are pending cases in 9 other states. The nearly identical complaints allege that the manufacturer defendants, aided by the association defendants, conspired among themselves and with their dealers to prevent United States citizens from purchasing vehicles produced for the Canadian market and sold by dealers in Canada. The complaints allege that new vehicle prices in Canada are 10 to 30% lower than those in the United States and that preventing the sale of these vehicles to United States citizens resulted in the payment of supracompetitive prices by United States consumers. The complaints seek treble damages under the antitrust laws, but do not specify damages. The federal court has certified a class for injunctive relief and damages. We believe our actions have been lawful and are vigorously defending these cases. After consultation with legal counsel, and taking into account all known factors pertaining to existing lawsuits and claims, we believe that the overall results of all lawsuits and pending claims should not result in liability to us that would be likely to have an adverse material effect on our consolidated financial position and results of operations. 61 Business Segment Information Yen (millions) Years ended or at March 31 Net sales and other operating revenue: Motorcycle Business Unaffiliated customers Automobile Business Unaffiliated customers Financial Services Business Unaffiliated customers Intersegment 2005 2006 ¥1,097,754 ¥31,225,812 6,963,635 8,004,694 255,741 3,447 306,869 4,068 Total Power Product and Other Businesses Unaffiliated customers Intersegment 259,188 310,937 332,975 9,869 370,621 11,941 Total Eliminations 342,844 (13,316) 382,562 (16,009) ¥8,650,105 ¥39,907,996 ¥0,069,332 452,382 89,901 19,305 ¥30,113,974 628,372 90,585 35,974 ¥0,630,920 ¥30,868,905 ¥0,848,671 4,160,818 4,362,096 261,843 (316,458) ¥31,006,308 4,752,405 5,008,058 294,170 (489,260) ¥9,316,970 ¥10,571,681 ¥0,028,606 189,150 419 7,577 ¥30,330,232 222,165 771 9,057 ¥0,225,752 ¥30,262,225 ¥0,041,845 317,271 1,941 12,923 ¥30,352,246 392,934 1,316 11,345 ¥0,373,980 ¥30,457,841 Consolidated Operating income: Motorcycle Business Automobile Business Financial Services Business Power Product and Other Businesses Consolidated Assets: Motorcycle Business Automobile Business Financial Services Business Power Product and Other Businesses Corporate assets and eliminations Consolidated Depreciation: Motorcycle Business Automobile Business Financial Services Business Power Product and Other Businesses Consolidated Capital expenditures: Motorcycle Business Automobile Business Financial Services Business Power Product and Other Businesses Consolidated Note: The gain on return of the substitutional portion of the Employees’ Pension Funds to the Japanese government of ¥138,016 million which was recorded in the fiscal year ended March 31, 2006, was allocated to the Motorcycle Business segment for ¥15,319 million, Automobile Business segment for ¥115,935 million and Power Product and Other Businesses segment for ¥6,762 million in the results of consolidated operating income. 62 Geographical Segment Information Yen (millions) Years ended or at March 31 2005 2006 ¥1,983,182 2,155,756 ¥02,021,999 2,415,874 4,138,938 4,437,873 4,585,650 119,904 5,475,261 141,064 Total Europe Sales to unaffiliated customers Transfers between geographical segments 4,705,554 5,616,325 858,936 184,136 1,001,177 188,341 Total Asia Sales to unaffiliated customers Transfers between geographical segments 1,043,072 1,189,518 773,753 86,810 856,892 140,501 Total Others Sales to unaffiliated customers Transfers between geographical segments 860,563 997,393 448,584 17,373 552,667 19,023 465,957 (2,563,979) 571,690 (2,904,803) ¥(8,650,105 ¥09,907,996 ¥(0,184,899 321,154 41,243 60,692 33,193 (10,261) ¥09,370,950 353,943 26,305 64,999 57,163 (4,455) ¥(0,630,920 ¥09,868,905 ¥(2,480,052 5,202,980 649,547 541,331 203,605 239,455 ¥02,737,454 6,026,342 800,786 717,933 309,209 (20,043) ¥(9,316,970 ¥10,571,681 Net sales and other operating revenue: Japan Sales to unaffiliated customers Transfers between geographical segments Total North America Sales to unaffiliated customers Transfers between geographical segments Total Eliminations Consolidated Operating income: Japan North America Europe Asia Others Eliminations Consolidated Assets: Japan North America Europe Asia Others Corporate assets and eliminations Consolidated Notes: 1. Major countries or regions in each geographic segment: North America United States, Canada, Mexico Europe United Kingdom, Germany, France, Italy, Belgium Asia Thailand, Indonesia, China, India Other Regions Brazil, Australia 2. The gain on return of the substitutional portion of the Employees’ Pension Funds to the Japanese government of ¥138,016 million which was recorded in the fiscal year ended March 31, 2006, was included in consolidated operating income of the Japan segment. 63 Consolidated Balance Sheets Divided into Non-Financial Services Businesses and Finance Subsidiaries Yen (millions) At March 31, 2005 and 2006 2005 2006 ¥3,376,411 757,894 422,673 862,370 1,333,474 830,698 1,564,762 274,958 6,046,829 ¥03,788,184 727,735 504,101 1,036,304 1,520,044 942,970 1,795,173 237,943 6,764,270 15,644 1,028,488 2,625,078 692,886 4,362,096 (1,091,955) 19,592 1,240,581 2,982,832 765,053 5,008,058 (1,200,647) Total assets ¥9,316,970 ¥10,571,681 Liabilities and Stockholders’ Equity Non-financial services businesses Current liabilities: Short-term debt Current portion of long-term debt Trade payables Accrued expenses Other current liabilities Long-term debt Other liabilities ¥2,281,768 228,558 6,385 1,022,394 770,887 253,544 19,570 717,636 ¥02,355,999 171,122 9,138 1,144,159 763,879 267,701 34,396 575,034 3,018,974 2,965,429 1,310,678 535,825 151,867 1,546,953 352,317 3,897,640 (888,938) 6,027,676 1,369,177 653,276 181,140 1,858,362 392,316 4,454,271 (973,769) 6,445,931 86,067 172,531 34,688 3,809,383 (793,934) (19,441) 3,289,294 ¥9,316,970 86,067 172,529 35,811 4,267,886 (407,187) (29,356) 4,125,750 ¥10,571,681 Assets Non-financial services businesses Current Assets: Cash and cash equivalents Trade accounts and notes receivable Inventories Other current assets Investments and advances Property, plant and equipment, at cost Other assets Total assets Finance subsidiaries Cash and cash equivalents Finance subsidiaries—short-term receivables, net Finance subsidiaries—long-term receivables, net Other assets Total assets Eliminations Total liabilities Finance subsidiaries Short-term debt Current portion of long-term debt Accrued expenses Long-term debt Other liabilities Total liabilities Eliminations Total liabilities Common stock Capital surplus Legal reserves Retained earnings Accumulated other comprehensive income (loss) Treasury stock Total stockholders’ equity Total liabilities and stockholders’ equity Note: The Company and its subsidiaries engaged in financial services are referred to as finance subsidiaries. Other subsidiaries are referred to as non-financial services businesses. 64 Consolidated Statements of Cash Flows Divided into Non-Financial Services Businesses and Finance Subsidiaries Yen (millions) 2005 Years ended March 31, 2005 and 2006 Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation Deferred income taxes Equity in income of affiliates Cash dividends from affiliates Loss (gain) on derivative instruments, net Gain on transfer of the substitutional portion of the Employees’ Pension Funds Decrease (increase) in trade accounts and notes receivable Decrease (increase) in inventories Increase (decrease) in trade payables Other, net Net cash provided by operating activities Cash flows from investing activities: Decrease (increase) in investments and advances Capital expenditures Proceeds from sales of property, plant and equipment Decrease (increase) in finance subsidiaries–receivables Net cash used in investing activities Cash flows from financing activities: Increase (decrease) in short-term debt Proceeds from long-term debt Repayment of long-term debt Proceeds from issuance of common stock Cash dividends paid Increase (decrease) in commercial paper classified as long-term debt Payment for purchase of treasury stock, net Net cash provided by (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Net change in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Non-financial services businesses 2006 Finance subsidiaries Non-financial services businesses Finance subsidiaries ¥(408,251 ¥(077,955 ¥(543,200 ¥(053,847 225,333 38,737 (97,821) 35,824 (4,000) 419 76,782 — — (56,432) 261,454 22,037 (99,605) 64,055 11,683 771 (24,793) — — (1,332) — — (138,016) — (29,754) (79,483) 82,548 89,703 669,338 (43,224) — — 59,382 114,882 (44,881) (109,661) 45,297 25,146 580,709 (72,695) — — 47,674 3,472 (155,006) (372,039) 13,990 — (513,055) — (1,941) 226 (465,841) (467,556) (36,954) (458,705) 39,645 — (456,014) — (1,316) 306 (231,909) (232,919) 14,604 7,752 (9,172) — (47,806) 138,511 697,703 (486,568) 1,911 — (66,144) 25,995 (11,485) — (71,075) (54,391) 851,710 (566,188) 1,490 — — (84,147) (118,769) (131) — 351,426 — (77,064) (199,773) (234) — 232,387 12,463 49,977 707,917 ¥(757,894 388 (860) 16,504 ¥(015,644 44,919 (30,159) 757,894 ¥(727,735 1,008 3,948 15,644 ¥(019,592 Notes: 1. The Company and its subsidiaries engaged in financial services are referred to as finance subsidiaries. Other subsidiaries are referred to as non-financial services businesses. 2. Free cash flow (the net of cash flows from operating activities and cash flows from investing activities) for non-financial services businesses was ¥156,283 million, while finance subsidiaries generated a negative free cash flow of ¥352,674 million in fiscal 2005. Non-financial services businesses lend to finance subsidiaries. These cash flows are included in the decrease (increase) in investments and advances, increase (decrease) in short-term debt, proceeds from long-term debt and repayment of long-term debt. Excluding the increase in loans to finance subsidiaries (¥132,317 million), free cash flow for non-financial services businesses in fiscal 2005 was ¥288,600 million. 3. Free cash flow (the net of cash flows from operating activities and cash flows from investing activities) for non-financial services businesses was ¥124,695 million, while finance subsidiaries generated a negative free cash flow of ¥229,447 million in fiscal 2006. Excluding the increase in loans to finance subsidiaries (¥13,242 million), free cash flow for non-financial services businesses in fiscal 2006 was ¥137,937 million. 4. For each cash flow item shown above, the sum of the amounts for the non-financial services businesses and the finance subsidiaries does not necessarily equal the consolidated amounts reflected in the Company’s audited consolidated statements of cash flows appearing elsewhere in this annual report due to the existence of intercompany transactions such as loans from the non-financial services businesses to the finance subsidiaries described in Notes 2 and 3 which have not been eliminated in the unaudited consolidated statements of cash flows presented above. 5. Decrease (increase) in trade accounts and notes receivable for finance subsidiaries is due to the reclassification of finance subsidiaries-receivables which relate to sales of inventory in the unaudited consolidated statements of cash flows presented above. 6. As described in Note (1)(t) to our consolidated financial statements, certain reclassifications have been made to the prior years’ consolidated financial statements to conform to the presentation used for the fiscal year ended March 31, 2006. 65 Consolidated Balance SheetsSHEETS CONSOLIDATED BALANCE Honda Motor Co., Ltd. and Subsidiaries March 31, 2005 and 2006 U.S. dollars (millions) (note 2) Yen (millions) Assets 2005 2006 2006 ¥0,773,538 ¥0,747,327 $06,362 791,195 963,320 8,199 1,021,116 1,230,912 10,479 Inventories (note 4) 862,370 1,036,304 8,822 Deferred income taxes (note 9) 214,059 198,033 1,686 Other current assets (notes 6, 7 and 14) 346,464 450,002 3,831 4,008,742 4,625,898 39,379 2,623,909 2,982,425 25,389 Investments in and advances to affiliates (note 5) 349,664 408,993 3,482 Other, including marketable equity securities (note 6) 264,926 286,092 2,435 614,590 695,085 5,917 Current assets: Cash and cash equivalents Trade accounts and notes receivable, net of allowance for doubtful accounts of ¥9,710 million in 2005 and ¥10,689 million ($91 million) in 2006 (notes 3 and 18) Finance subsidiaries–receivables, net (notes 3, 7 and 18) Total current assets Finance subsidiaries–receivables, net (notes 3, 7 and 18) Investments and advances: Total investments and advances Property, plant and equipment, at cost (note 7): Land 365,217 384,447 3,273 Buildings 1,030,998 1,149,517 9,786 Machinery and equipment 2,260,826 2,562,507 21,814 96,047 115,818 985 3,753,088 4,212,289 35,858 2,168,836 2,397,022 20,405 1,584,252 1,815,267 15,453 485,477 453,006 3,857 ¥9,316,970 ¥10,571,681 $89,995 Construction in progress Less accumulated depreciation and amortization Net property, plant and equipment Other assets (notes 3, 7, 9 and 14) Total assets See accompanying notes to consolidated financial statements. 66 U.S. dollars (millions) (note 2) Yen (millions) Liabilities and Stockholders’ Equity 2005 2006 2006 ¥0,769,314 ¥0,693,557 $05,904 535,105 657,645 5,598 26,727 31,698 270 987,045 1,099,902 9,363 913,721 930,115 7,918 Current liabilities: Short-term debt (note 7) Current portion of long-term debt (note 7) Trade payables: Notes Accounts Accrued expenses Income taxes payable (note 9) Other current liabilities (notes 7, 9 and 14) Total current liabilities Long-term debt, excluding current portion (note 7) Other liabilities (notes 7, 8, 9, 11 and 14) Total liabilities 65,029 110,160 938 451,623 466,332 3,970 3,748,564 3,989,409 33,961 1,559,500 1,879,000 15,996 719,612 577,522 4,916 6,027,676 6,445,931 54,873 86,067 86,067 733 172,531 172,529 1,468 Stockholders’ equity: Common stock, authorized 3,554,000,000 shares in 2005 and 3,543,000,000 shares in 2006; issued 928,414,215 shares in 2005 and 917,414,215 shares in 2006 Capital surplus Legal reserves (note 10) Retained earnings (note 10) Accumulated other comprehensive loss, net (notes 6, 9, 11 and 13) 34,688 35,811 305 3,809,383 4,267,886 36,332 (793,934) (407,187) (3,466) (19,441) (29,356) (250) Treasury stock, at cost 3,543,788 shares in 2005 and 4,340,000 shares in 2006 Total stockholders’ equity 3,289,294 4,125,750 35,122 ¥9,316,970 ¥10,571,681 $89,995 Commitments and contingent liabilities (notes 16 and 17) Total liabilities and stockholders’ equity 67 Consolidated Statements of Income Honda Motor Co., Ltd. and Subsidiaries Years ended March 31, 2004, 2005 and 2006 U.S. dollars (millions) (note 2) Yen (millions) Net sales and other operating revenue (note 3) 2004 2005 2006 2006 ¥8,162,600 ¥8,650,105 ¥9,907,996 $84,345 Operating costs and expenses: Cost of sales (note 3) 5,609,806 6,038,172 7,010,357 59,678 Selling, general and administrative 1,503,683 1,513,259 1,656,365 14,100 448,967 467,754 510,385 4,345 7,562,456 8,019,185 9,177,107 78,123 — — 138,016 1,175 600,144 630,920 868,905 7,397 9,299 10,696 27,363 233 54,909 60,541 2,214 19 64,208 71,237 29,577 252 Interest 10,194 11,655 11,902 101 Other 12,231 33,697 71,963 613 22,425 45,352 83,865 714 641,927 656,805 814,617 6,935 Research and development Gain on transfer of the substitutional portion of the Employees’ Pension Funds (note 11) Operating income Other income (notes 1 (p) and 6): Interest Other Other expenses (notes 1 (c), (p) and 6): Income before income taxes and equity in income of affiliates Income tax (benefit) expense (note 9): Current 139,318 151,146 319,945 2,723 Deferred 113,422 115,519 (2,756) (23) 252,740 266,665 317,189 2,700 389,187 390,140 497,428 4,235 75,151 96,057 99,605 847 ¥6,464,338 ¥6,486,197 ¥6,597,033 $05,082 Income before equity in income of affiliates Equity in income of affiliates (note 5) Net income U.S. dollars (note 2) Yen 2004 Basic net income per common share (note 1 (n)) 2005 ¥0,0486.91. ¥0,0520.68. See accompanying notes to consolidated financial statements. 68 2006 ¥0,0648.67. 2006 $005.52. Consolidated Statements of Stockholders’ Equity Honda Motor Co., Ltd. and Subsidiaries Years ended March 31, 2004, 2005 and 2006 U.S. dollars (millions) (note 2) Yen (millions) 2004 2005 2006 2006 Common stock: Balance at beginning of year Balance at end of year ¥0,086,067 86,067 ¥0,386,067 86,067 ¥0,386,067 86,067 $00,733 733 Capital surplus: Balance at beginning of year Reissuance of treasury stock Retirement of treasury stock Balance at end of year 172,529 190 — 172,719 172,719 2 (190) 172,531 172,531 — (2) 172,529 1,468 — (0) 1,468 29,391 3,027 32,418 32,418 2,270 34,688 34,688 1,123 35,811 295 10 305 3,161,664 464,338 (33,541) (3,027) — — 3,589,434 3,589,434 486,197 (47,797) (2,270) — (216,181) 3,809,383 3,809,383 597,033 (71,061) (1,123) (125) (66,221) 4,267,886 32,430 5,082 (605) (10) (1) (564) 36,332 (763,165) (91,408) (854,573) (854,573) 60,639 (793,934) (793,934) 386,747 (407,187) (6,759) 3,293 (3,466) (56,766) (95,318) 419 — (151,665) ¥2,874,400 (151,665) (84,160) 13 216,371 (19,441) ¥3,289,294 (19,441) (77,067) 928 66,224 (29,356) ¥4,125,750 (166) (656) 8 564 (250) $35,122 ¥0,464,338 ¥0,486,197 ¥0,597,033 $05,082 (195,941) 40,476 249,160 2,122 21,246 (3,668) 29,807 254 — 1,346 (841) (8) — — (26) (0) — 83,287 (91,408) ¥0,372,930 — 22,485 60,639 ¥0,546,836 (38) 108,685 386,747 ¥0,983,780 (0) 925 3,293 $08,375 Legal reserves: Balance at beginning of year Transfer from retained earnings (note 10) Balance at end of year Retained earnings: Balance at beginning of year Net income for the year Cash dividends (note 10) Transfer to legal reserves (note 10) Reissuance of treasury stock Retirement of treasury stock Balance at end of year Accumulated other comprehensive loss, net (notes 6, 9, 11 and 13): Balance at beginning of year Other comprehensive income (loss) for the year, net of tax Balance at end of year Treasury stock: Balance at beginning of year Purchase of treasury stock Reissuance of treasury stock Retirement of treasury stock Balance at end of year Total stockholders’ equity Disclosure of comprehensive income (loss): Net income for the year Other comprehensive income (loss) for the year, net of tax (notes 6, 9, 11 and 13) Adjustments from foreign currency translation Unrealized gains (losses) on marketable equity securities: Unrealized holding gains (losses) arising during the year Reclassification adjustments for losses (gains) realized in net income Unrealized gains (losses) on derivative instruments: Unrealized holding gains (losses) arising during the year Reclassification adjustments for losses (gains) realized in net income Minimum pension liabilities adjustment Total comprehensive income for the year See accompanying notes to consolidated financial statements. 69 Consolidated Statements of Cash Flows Honda Motor Co., Ltd. and Subsidiaries Years ended March 31, 2004, 2005 and 2006 U.S. dollars (millions) (note 2) Yen (millions) Cash flows from operating activities (note 12): Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation Deferred income taxes Equity in income of affiliates Dividends from affiliates Provision for credit and lease residual losses on finance subsidiaries–receivables Loss (gain) on derivative instruments, net Gain on transfer of the substitutional portion of the Employees’ Pension Funds (note 11) Decrease (increase) in assets: Trade accounts and notes receivable Inventories Other current assets Other assets Increase (decrease) in liabilities: Trade accounts and notes payable Accrued expenses Income taxes payable Other current liabilities Other liabilities Other, net Net cash provided by operating activities 2004 2005 2006 2006 ¥0,464,338 ¥0,486,197 ¥0,597,033 $05,082 213,445 113,422 (75,151) 46,780 225,752 115,519 (96,057) 35,824 262,225 (2,756) (99,605) 64,055 2,232 (23) (847) 545 45,937 (84,783) 50,638 (60,432) 36,153 10,351 308 88 (138,016) (1,175) — — 22,829 (51,836) (154,320) (33,376) (70,145) (79,483) (11,797) (52,198) (113,259) (109,661) (75,771) (61,482) (964) (934) (645) (523) 132,541 64,830 (31,068) 13,763 43,656 (8,739) 722,268 76,338 71,469 33,704 19,973 19,826 17,320 782,448 41,360 98,273 39,900 6,126 5,740 15,891 576,557 352 837 340 52 49 134 4,908 (10,822) 18,049 (61) 10,082 (13,409) — (287,741) 19,157 (2,689,554) 1,156,888 820,650 (976,761) (25,661) 15,985 (1,608) 13,140 (20,856) — (373,980) 14,216 (2,710,520) 1,561,299 684,308 (843,677) (17,314) 3,711 (6,915) 5,666 (63,395) 55,990 (460,021) 39,951 (3,031,644) 1,870,675 930,595 (672,701) (148) 32 (59) 48 (540) 477 (3,916) 340 (25,808) 15,925 7,922 (5,727) (7,910) 885,162 (289,107) (33,541) 20,244 704,433 (495,107) (47,797) (124,941) 865,677 (568,371) (71,061) (1,064) 7,369 (4,838) (605) 280 (95,312) 459,572 (131) (84,147) 97,495 (234) (77,064) 24,006 (2) (656) 204 Effect of exchange rate changes on cash and cash equivalents (28,062) 12,851 45,927 392 Net change in cash and cash equivalents 177,017 49,117 (26,211) (223) Cash and cash equivalents at beginning of year 547,404 724,421 773,538 6,585 ¥0,724,421 ¥0,773,538 ¥0,747,327 $06,362 Cash flows from investing activities: Increase in investments and advances Decrease in investments and advances Payment for purchase of available-for-sale securities Proceeds from sales of available-for-sale securities Payment for purchase of held-to-maturity securities Proceeds from redemption of held-to-maturity securities Capital expenditures Proceeds from sales of property, plant and equipment Acquisitions of finance subsidiaries–receivables Collections of finance subsidiaries–receivables Proceeds from sales of finance subsidiaries–receivables Net cash used in investing activities Cash flows from financing activities: Increase (decrease) in short-term debt Proceeds from long-term debt Repayment of long-term debt Cash dividends paid (note 10) Increase (decrease) in commercial paper classified as long-term debt Payment for purchase of treasury stock, net Net cash provided by financing activities Cash and cash equivalents at end of year See accompanying notes to consolidated financial statements. 70 Notes to Consolidated Financial Statements Honda Motor Co., Ltd. and Subsidiaries 1. General and Summary of Significant Accounting Policies maintain their books of account in conformity with those of (a) Description of Business have been prepared in a manner and reflect the adjustments Honda Motor Co., Ltd. (the “Company”) and its subsidiaries which are necessary to conform them with U.S. generally (collectively “Honda”) develop, manufacture, distribute and accepted accounting principles. the countries of their domicile. The consolidated financial statements presented herein provide financing for the sale of its motorcycles, automobiles and power products. Honda’s manufacturing operations are (c) Consolidation Policy principally conducted in 32 separate factories, 4 of which are The consolidated financial statements include the accounts located in Japan. Principal overseas manufacturing facilities of the Company, its subsidiaries and those variable interest are located in the United States of America, Canada, Mexico, entities where the Company is the primary beneficiary under the United Kingdom, France, Italy, Spain, China, India, FASB Interpretation No.46 (revised December 2003), Indonesia, Malaysia, Pakistan, the Philippines, Taiwan, “Consolidation of Variable Interest Entities”. All significant Thailand, Vietnam, Brazil and Turkey. intercompany balances and transactions have been eliminated in consolidation. Net sales and other operating revenue by category of activity for the year ended March 31, 2006 were derived Investments in affiliates in which the Company has the from: motorcycle business 12.4%, automobile business ability to exercise significant influence over their operating 80.8%, financial services 3.1%, and power products and and financial policies, but where the Company does not have other businesses 3.7%. Operating income by category of a controlling financial interest are accounted for using the activity for the year ended March 31, 2006 was derived from: equity method. Minority interests in net assets and income are not signifi- motorcycle business 13.1%, automobile business 72.3%, financial services 10.4%, and power products and other cant and, accordingly, are not presented separately in the businesses 4.2%. The total assets at March 31, 2006 were accompanying consolidated balance sheets and statements attributable to: motorcycle business 9.5%, automobile busi- of income. The amount of minority interest recognized in ness 45.0%, financial services 47.4%, power products and earnings, included in other expenses–other, for each of the other businesses 2.8%, and corporate assets (net of years in the three-year period ended March 31, 2006 were company-wide accounts eliminated in consolidation) (4.7%). ¥11,753 million, ¥11,559 million and ¥15,287 million ($130million), respectively. Honda sells motorcycles, automobiles and power products in most countries in the world. For the year ended March 31, 2006, 79.6% of net sales and other operating rev- (d) Use of Estimates enue (¥7,885,997 million; $67,132 million) was derived from Management of Honda has made a number of estimates and subsidiaries operating outside Japan (2005: ¥6,666,923 mil- assumptions relating to the reporting of assets, liabilities, rev- lion, 2004: ¥6,283,459 million). Net sales and other operating enues and expenses, and the disclosure of contingent assets revenue for the year ended March 31, 2006 was geographi- and liabilities to prepare these consolidated financial state- cally broken down based on the location of customers as ments in conformity with U.S. generally accepted accounting follows: Japan 17.1%, North America 55.1%, Europe 10.2%, principles. Significant items subject to such estimates and Asia 11.0% and others 6.6%. For the year ended March 31, assumptions include, but are not limited to, allowance for 2006, 57.8% of operating income (¥502,410 million; $4,277 credit losses, allowance for losses on lease residual values, million) was generated from foreign subsidiaries, disregarding valuation allowance for inventories and deferred tax assets, the effect of elimination of unrealized profits between domes- impairment of long-lived assets, product warranty, and tic operations and foreign operations (2005: ¥456,282 mil- assets and obligations related to employee benefits. Actual lion, 2004: ¥404,464 million). Also, 74.3% of Honda’s assets results could differ from those estimates. at March 31, 2006 (¥7,854,270 million; $66,862 million) was (e) Revenue Recognition identified with foreign operations (2005: ¥6,597,463 million). Sales of manufactured products are recognized when per(b) Basis of Presenting Consolidated Financial Statements suasive evidence of an arrangement exists, delivery has The Company and its domestic subsidiaries maintain their occurred, title and risk of loss have passed to the customers, books of account in conformity with financial accounting the sales price is fixed or determinable, and collectibility is standards of Japan, and its foreign subsidiaries generally probable. 71 (h) Investments in Securities Honda provides dealer incentives passed on to the end customers generally in the form of below-market interest rate Honda classifies its debt and equity securities in one of three loans or lease programs. The amount of interest or lease categories: available-for-sale, trading, or held-to-maturity. subsidies paid is the difference between the amount offered Debt securities that are classified as “held-to-maturity” to retail customers and a market-based interest or lease rate. securities are reported at amortized cost. Debt and equity Honda also provides dealer incentives retained by the dealer, securities classified as “trading” securities are reported at fair which generally represent discounts provided by Honda to value, with unrealized gains and losses included in earnings. the dealers. These incentives are classified as a reduction of Other debt and equity securities are classified as “available- sales revenue as the consideration is paid in cash and Honda for-sale” securities and are reported at fair value, with unreal- does not receive an identifiable benefit in exchange for this ized gains or losses, net of deferred taxes included in consideration. The estimated costs are accrued at the time accumulated other comprehensive income (loss) in the the product is sold to the dealer. stockholders’ equity section of the consolidated balance Interest income from finance receivables is recognized sheets. Honda did not hold any “trading” securities at March using the interest method. Finance receivable origination fees 31, 2005 and 2006, except for retained interests in the sold and certain direct origination costs are deferred, and the net pools of finance receivables, which are accounted for as fee or cost is amortized using the interest method over the “trading” securities and included in finance subsidiaries- contractual life of the finance receivables. receivables. Honda periodically reviews the fair value of investment Finance subsidiaries of the Company periodically sell finance receivables. Gain or loss is recognized equal to the securities. If the fair value of investment securities has difference between the cash proceeds received and the declined below our cost basis and such decline is judged to carrying value of the receivables sold and is recorded in the be other-than-temporary, Honda recognizes the impairment period in which the sale occurs. Honda allocates the of the investment securities and the carrying value is reduced recorded investment in finance receivables between the to its fair value through a charge to income. The determina- portion(s) of the receivables sold and portion(s) retained tion of other-than-temporary impairment is based upon an based on the relative fair values of those portions on the date assessment of the facts and circumstances related to each the receivables are sold. Honda recognizes gains or losses investment security. In determining the nature and extent of attributable to the change in the fair value of the retained impairment, Honda considers such factors as financial and interests, which are recorded at estimated fair value and operating conditions of the issuer, the industry in which the accounted for as “trading” securities. Honda determines the issuer operates, degree and period of the decline in fair value fair value of the retained interests by discounting the future and other relevant factors. cash flows. Those cash flows are estimated based on prepayments, credit losses and other information as available (i) Goodwill and are discounted at a rate which Honda believes is com- Goodwill is not amortized but instead is tested for impairment mensurate with the risk free rate plus a risk premium. A ser- at least annually. Goodwill is considered impaired if its esti- vicing asset or liability is amortized in proportion to and over mated fair value is less than the carrying value. Honda com- the period of estimated net servicing income. Servicing pleted its annual test effective March 31, 2004, 2005 and assets and servicing liabilities at March 31, 2005 and 2006 2006 and concluded no impairment needed to be recog- were not significant. nized. The carrying amount of goodwill at March 31, 2005 and 2006 was ¥17,887 million and ¥27,951 million ($238 million), respectively. (f) Cash Equivalents Honda considers all highly liquid debt instruments with an original maturity of three months or less to be cash (j) Depreciation equivalents. Depreciation of property, plant and equipment is calculated principally by the declining-balance method based on esti- (g) Inventories mated useful lives and salvage values of the respective Inventories are stated at the lower of cost, determined assets. principally by the first-in, first-out method, or market. 72 costs for general warranties on vehicles Honda sells and The estimated useful lives used in computing depreciation product recalls. of property, plant and equipment are as follows: Asset Life Buildings 3 to 50 years (n) Basic Net Income per Common Share Machinery and equipment 2 to 20 years Basic net income per common share has been computed by dividing net income available to common stockholders by the (k) Impairment of Long-Lived Assets and Long-Lived weighted average number of common shares outstanding Assets to Be Disposed Of during each year. The weighted average number of common Honda’s long-lived assets and certain identifiable intangibles shares outstanding for the years ended March 31, 2004, having finite useful lives are reviewed for impairment when- 2005 and 2006 was 953,638,262, 933,767,978 and ever events or changes in circumstances indicate that the 920,399,836 respectively. There were no potentially dilutive carrying amount of an asset may not be recoverable. Recov- shares outstanding during the years ended March 31, 2004, erability of assets to be held and used is measured by a 2005 or 2006. comparison of the carrying amount of an asset to future net cash flows (undiscounted and without interest charges) (o) Foreign Currency Translation expected to be generated by the asset. If such assets are Foreign currency financial statement amounts are translated considered to be impaired, the impairment to be recognized into Japanese yen on the basis of the year-end rate for all is measured by the amount by which the carrying amount of assets and liabilities and the weighted average rate for the the assets exceeds the estimated fair value of the assets. year for all income and expense amounts. Translation Assets to be disposed of by sale are reported at the lower of adjustments resulting therefrom are included in accumulated the carrying amount or estimated fair value less costs to sell. other comprehensive income (loss) in the stockholders’ equity section of the consolidated balance sheets. Foreign currency receivables and payables are translated (l) Income Taxes Income taxes are accounted for under the asset and liability at the applicable current rates on the balance sheet date. All method. Deferred tax assets and liabilities are recognized for revenue and expenses associated with foreign currencies are the future tax consequences attributable to differences converted at the rates of exchange prevailing when such between the financial statement carrying amounts of existing transactions occur. The resulting exchange gains or losses assets and liabilities and their respective tax bases and are reflected in other income (expense) in the consolidated operating loss and tax credit carryforwards. Deferred tax statements of income. Foreign currency transaction gains (losses) included in assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which other income (expenses)–other for each of the years in the those temporary differences are expected to be recovered or three-year period ended March 31, 2006 are as follows: settled. The effect on deferred tax assets and liabilities of a U.S. dollars (millions) (note 2) Yen (millions) change in tax rates is recognized in earnings in the period that includes the enactment date. 2004 2005 2006 ¥13,668 ¥(17,146) ¥(38,880) 2006 $(331) (m) Product-Related Expenses Advertising and sales promotion costs are expensed as (p) Derivative Financial Instruments incurred. Advertising expenses for each of the years in the Honda has entered into foreign exchange agreements and three-year period ended March 31, 2006 were ¥239,332 mil- interest rate agreements to manage currency and interest lion, ¥246,997 million and ¥287,901 million ($2,451 million), rate exposures. These instruments include foreign currency respectively. Provisions for estimated costs related to product forward contracts, currency swap agreements, currency warranty are made at the time the products are sold to cus- option contracts and interest rate swap agreements. tomers or new warranty programs are initiated. Estimated Honda recognizes the fair value of all derivative financial warranty expenses are provided based on historical warranty instruments in its consolidated balance sheet. claim experience with consideration given to the expected Starting from the year ended March 31, 2006, Honda level of future warranty costs as well as current information adopted hedge accounting for certain foreign currency on repair costs. Included in warranty expenses accruals are forward contracts related to forecasted foreign currency 73 transactions between the Company and its subsidiaries. (q) Shipping and Handling Costs These are designated as cash flow hedges on the date Shipping and handling costs included in selling, general and derivative contracts entered into. The Company has a cur- administrative expenses for each of the years in the three- rency rate risk management policy documented. In addition, year period ended March 31, 2006 are as follows: it documents all relationships between all derivative financial U.S. dollars (millions) (note 2) Yen (millions) instruments designated as cash flow hedges and the relevant hedged items to identify the relationship between them. The 2004 Company assesses, both at the hedge’s inception and on an ¥146,698 ongoing basis, whether the derivative financial instruments designated as cash flow hedge are highly effective to offset 2005 ¥159,472 2006 ¥181,675 2006 $1,547 (r) Asset Retirement Liability changes in cash flows of hedged items. During the year ended March 31, 2006, Honda adopted When it is determined that a derivative financial instrument Financial Accounting Standards Board (FASB) Interpretation is not highly effective as a cash flow hedge, when the No. (FIN) 47, “Accounting for Conditional Asset Retirement hedged item matures, is sold or is terminated, or when it is obligations–an interpretation of FASB Statement No. 143”. identified that the forecasted transaction is no longer prob- FIN47 clarifies the term conditional asset retirement obliga- able, the Company discontinues hedge accounting. To the tion as used in SFAS No. 143 and requires a liability to be extent derivative financial instruments are designated as cash recorded if the fair value of the obligation can be reasonably flow hedges and have been assessed as being highly effec- estimated. Asset retirement obligations covered by this Inter- tive, changes in their fair value are recognized in other com- pretation include those for which an entity has a legal obliga- prehensive income (loss). The amounts are reclassified into tion to perform an asset retirement activity, however the earnings in the period when forecasted hedged transactions timing and (or) method of settling the obligation are condi- affect earnings. When these cash flow hedges prove to be tional on a future event that may or may not be within the ineffective, changes in the fair value of the derivatives are control of the entity. immediately recognized in earnings. Adoption of FIN47 had no material impact on Honda’s In conformity with Financial Accounting Standards (SFAS) consolidated financial position or results of operations. No.133, changes in the fair value of derivative financial instruments not designated as accounting hedges are (s) New Accounting Pronouncements Not Yet Adopted recognized in earnings in the period of the change. In November 2004, the Financial Accounting Standards The amount recognized in earnings included in other Board (FASB) issued Statement of Financial Accounting income (expenses)–other during the year ended March 31, Standards (SFAS) No. 151, “Inventory Costs, an amendment 2004, 2005 and 2006 are ¥122,583 million gain, ¥44,905 of Accounting Research Bulletin (ARB) No. 43, Chapter 4.” million gain and ¥55,516 million ($473 million) loss, respec- SFAS No. 151 amends the guidance in ARB No.43, “Inven- tively. In relation to this, the Company included gains and tory Pricing,” for abnormal amounts of idle facility expense, losses on translation of debts of finance subsidiaries denomi- freight, handling costs, and wasted material (spoilage) nated in foreign currencies intended to be hedged of requiring that those items be recognized as current-period ¥36,410 million loss, ¥10,667 million gain and ¥45,046 expenses regardless of whether they meet the criterion of “so million ($383 million) gain in other income (expenses)–other abnormal,” as described in ARB No. 43. This statement also during the years ended March 31, 2004, 2005 and 2006, requires that allocation of fixed production overheads to the respectively. In addition, net realized gains and losses on costs of conversion be based on the normal capacity of the interest rate swap contracts not designated as accounting production facilities. The statement is effective for inventory hedges by finance subsidiaries of ¥38,894 million loss, costs incurred during the fiscal years beginning after June ¥28,000 million loss and ¥827 million ($7 million) gain are 15, 2005. Management does not expect this statement to included in other income (expenses)–other during the years have a material impact on Honda’s consolidated financial ended March 31, 2004, 2005 and 2006, respectively. These position or results of operations. gains and losses are presented on a net basis. In March 2006, the Financial Accounting Standards Board Honda doesn’t hold any derivative financial instruments (FASB) issued Statement of Financial Accounting Standards for trading purposes. (SFAS) No. 156, “Accounting for Servicing of Financial Assets”. This statement amends SFAS No. 140, “Accounting 74 for Transfers and Servicing of Financial Assets and Extin- (t) Reclassifications guishments of Liabilities”, with respect to the accounting for Certain reclassifications have been made to the prior years’ separately recognized servicing assets and servicing liabili- consolidated financial statements to conform to the presen- ties. SFAS No. 156 gives revised guidance as to when tation used for the year ended March 31, 2006. In the current servicing assets and servicing liabilities should be recog- year, management has classified cash dividends received nized. It also revises guidance regarding the initial and subse- from affiliates in operating activities in the consolidated state- quent measurement of servicing assets and liabilities. SFAS ments of cash flows. Consequently management has revised No. 156 is effective as of the beginning of an entity’s first the consolidated statements of cash flows for the years fiscal year that begins after September 15, 2006, with early ended March 31, 2004 and 2005 to include such cash divi- adoption being permitted. Management is currently in pro- dends in operating activities, instead of investing activities, to cess of determining whether to early adopt this statement achieve a comparable presentation for all periods presented and quantifying the financial impact of adoption. It is not herein. anticipated that adoption will have a material impact on the Company’s financial position or results of operations. 2. Basis of Translating Financial Statements The consolidated financial statements are expressed in Japa- U.S. dollar amounts presented in the consolidated financial nese yen. However, the consolidated financial statements as statements and related notes are included solely for the of and for the year ended March 31, 2006 have been reader. This translation should not be construed as a repre- translated into United States dollars at the rate of ¥117.47= sentation that all the amounts shown could be converted into U.S.$1, the approximate exchange rate prevailing on the U.S. dollars. Tokyo Foreign Exchange Market on March 31, 2006. Those 3. Finance Subsidiaries-Receivables and Securitizations Finance subsidiaries-receivables represent finance receiv- portfolio and the borrower’s ability to pay. ables generated by finance subsidiaries. Certain finance Finance subsidiaries of the Company purchase insurance receivables related to sales of inventory are reclassified to to cover a substantial amount of the estimated residual value trade receivables and other assets in the consolidated bal- of vehicles leased to customers. The allowance for losses on ance sheets. Finance receivables include wholesale financing lease residual values is maintained at an amount manage- to dealers and retail financing and direct financing leases to ment deems adequate to cover estimated losses on the consumers. uninsured portion of the vehicles’ lease residual values. The The allowance for credit losses is maintained at an allowance is also based on management’s evaluation of amount management deems adequate to cover estimated many factors, including current economic conditions, losses on finance receivables. The allowance is based on industry experience and the finance subsidiaries’ historical management’s evaluation of many factors, including current experience with residual value losses. economic trends, industry experience, inherent risks in the 75 Finance subsidiaries-receivables, net, consisted of the following at March 31, 2005 and 2006: U.S. dollars (millions) (note 2) Yen (millions) Direct financing leases Retail Wholesale Term loans to dealers Total finance receivables Retained interests in the sold pools of finance receivables 2005 2006 2006 ¥1,922,248 ¥2,220,100 $18,899 2,110,018 2,405,926 20,481 312,318 403,499 3,435 10,529 14,337 122 4,355,113 5,043,862 42,937 62,904 94,634 806 4,418,017 5,138,496 43,743 Allowance for credit losses (a) 32,749 35,316 301 Allowance for losses on lease residual values 34,025 37,774 322 201,873 224,901 1,914 4,149,370 4,840,505 41,206 374,988 470,002 4,000 Less: Unearned interest income and fees (b) Finance subsidiaries–receivables, net, before reclassification Less: Reclassification to trade receivables, net Reclassification to other assets, net Finance subsidiaries-receivables, net Less current portion Noncurrent finance subsidiaries–receivables, net 129,357 157,166 1,338 3,645,025 4,213,337 35,868 1,021,116 1,230,912 10,479 ¥2,623,909 ¥2,982,425 $25,389 (a) The allowance for credit losses of finance subsidiaries- accounts of trade receivable and other assets in the receivables at March 31, 2005 include ¥1,356 million and consolidated balance sheets, respectively. ¥467 million, which were reclassified to the allowance for doubtful accounts of trade receivable and other assets in the (b) The unearned interest income and fees at March 31, 2005 consolidated balance sheets, respectively. The allowance for and 2006 include ¥19,118 million and ¥21,252 million ($181 credit losses of finance subsidiaries-receivables at March 31, million), which were reclassified to trade receivable and other 2006 include ¥1,903 million ($16 million) and ¥463 million ($4 assets in the consolidated balance sheets. million), which were reclassified to the allowance for doubtful The following schedule shows the contractual maturities of finance receivables for each of the five years following March 31, 2006 and thereafter: Yen (millions) Years ending March 31 U.S. dollars (millions) (note 2) 2007 ¥1,743,531 $14,842 2008 1,290,440 10,985 2009 1,103,267 9,392 2010 602,096 5,126 2011 238,520 2,030 66,008 562 After five years Total 76 3,300,331 28,095 ¥5,043,862 $42,937 Net sales and other operating revenue and cost of sales include finance income and related cost of finance subsidiaries for each of the years in the three-year period ended March 31, 2006 as follows: U.S. dollars (millions) (note 2) Yen (millions) Finance income Finance cost 2004 2005 2006 2006 ¥245,834 ¥259,188 ¥310,937 $2,647 35,796 54,815 115,636 984 direct financing lease receivables subject to limited recourse Finance subsidiaries of the Company periodically sell finance receivables. Finance subsidiaries sold retail finance provisions totaling approximately ¥100,374 million ($854 receivables subject to limited recourse provisions during the million) during the year ended March 31, 2006. Pre-tax net year ended March 31, 2004, 2005 and 2006 totaling gains or losses on such sales which are included in finance approximately ¥793,261 million, ¥731,508 million and income in the table above are ¥483 million ($4 million) gain. ¥930,629 million ($7,922 million), respectively, to investors. The leases sold during the year ended March 31, 2006 had Pre-tax net gains or losses on such sales for each of the 100% insurance coverage of the residual value of the years in the three-year period ended March 31, 2006, which vehicles collateralizing those leases. Finance subsidiaries serviced approximately ¥1,078,463 are included in finance income in the table above, are ¥3,821 million gain, ¥4,291 million loss and ¥11,849 million ($101 million and ¥1,500,263 million ($12,771 million) of receivables million) loss, respectively. Finance subsidiaries also sold for investors at March 31, 2005 and 2006, respectively. Retained interests in securitizations were comprised of the following at March 31 2005 and 2006: U.S. dollars (millions) (note 2) Yen (millions) Subordinated certificates Residual interests Total 2005 2006 2006 ¥37,480 ¥52,572 $448 25,424 42,062 358 ¥62,904 ¥94,634 $806 The changes in retained interest in securitizations for each of the years in the three-year period ended March 31, 2006 are as follows: U.S. dollars (millions) (note 2) Yen (millions) Balance at beginning of year Additions Repurchases Amortization and fair value adjustments Cash received Foreign exchange translation Balance at end of year 77 2004 2005 2006 ¥(67,024 ¥(61,072 ¥62,904 $537 41,045 31,267 59,841 509 (7,716) (4,632) (5,119) (44) 868 2,846 (32,140) (28,606) (30,753) (8,009) 957 6,896 59 ¥(61,072 ¥(62,904 ¥94,634 $806 865 2006 7 (262) At March 31, 2006, the significant assumptions used in estimating the retained interest in the sold pools of finance receivables are as follows: Weighted average assumption Prepayment speed 1.28% Expected credit losses 0.42% Residual cash flows discount rate 9.99% The sensitivity of the current fair value to immediate 10% and 20% adverse changes from expected levels for each significant assumption above mentioned were immaterial. Key economic assumptions used in initially estimating the fair values at the date of the securitizations during each of the years in the three-year period ended March 31, 2006 are as follows: 2004 2005 2006 Weighted average life (years) 1.59 to 1.79 1.64 to 1.77 1.60 to 1.75 Prepayment speed 1.00% to 1.50% 1.25% to 1.30% 1.00% to 1.30% Expected credit losses 0.22% to 0.81% 0.30% to 0.70% 0.35% to 0.55% Residual cash flows discount rate 5.30% to 12.00% 6.55% to 12.00% 6.53% to 12.00% The outstanding balance of securitized financial assets at March 31, 2006 is summarized as follows: Yen (millions) U.S. dollars (millions) (note 2) 2006 2006 Receivables sold: Retail ¥1,402,552 $11,939 97,711 832 ¥1,500,263 $12,771 Direct financing leases Total receivables sold 4. Inventories Inventories at March 31, 2005 and 2006 are summarized as follows: U.S. dollars (millions) (note 2) Yen (millions) 2005 Finished goods Work in process Raw materials 78 2006 2006 ¥570,922 ¥0,687,230 24,965 28,218 $5,851 240 266,483 320,856 2,731 ¥862,370 ¥1,036,304 $8,822 5. Investments and Advances-Affiliates Investments in affiliates are accounted for using the equity method. Differences between the cost of investments in affiliates and the amount of underlying equity in net assets of the affiliates are accounted for goodwill which is included in ‘Other assets’. Goodwill is not amortized but instead be tested for impairment at least annually. Significant investments in affiliates accounted for under the equity method at March 31, 2005 and 2006 are Showa Corporation (33.5%), Keihin Corporation (42.2%), Guangzhou Honda Automobile Co., Ltd. (50.0%), Dongfeng Honda Engine Co., Ltd. (50.0%), and P.T. Astra Honda Motor (50.0%). Investments in affiliates include equity securities which have quoted market values at March 31, 2005 and 2006 compared with related carrying amounts as follows: U.S. dollars (millions) (note 2) Yen (millions) Carrying amount Market value 2005 2006 2006 ¥108,435 ¥130,802 $1,113 204,964 444,250 3,782 Certain combined financial information in respect of affiliates accounted for under the equity method at March 31, 2005 and 2006, and for each of the years in the three-year period ended March 31, 2006 is shown below: U.S. dollars (millions) (note 2) Yen (millions) 2005 Current assets Other assets, principally property, plant and equipment Total assets 2006 2006 ¥0,876,559 ¥1,056,428 $08,993 830,827 1,063,235 9,051 1,707,386 2,119,663 18,044 Current liabilities 629,578 762,660 6,492 Other liabilities 146,554 182,503 1,554 776,132 945,163 8,046 ¥0,931,254 ¥1,174,500 $49,998 Total liabilities Stockholders’ equity U.S. dollars (millions) (note 2) Yen (millions) Net sales Net income Cash dividends received by Honda during the year 79 2004 2005 2006 2006 ¥2,646,166 ¥3,039,751 ¥3,426,348 $29,168 168,905 220,596 229,640 1,955 46,780 35,824 64,055 545 Sales to affiliates by the Company and its subsidiaries and sales among such affiliates are made on the same basis as sales to unaffiliated parties. Honda’s equity in undistributed income of affiliates at March 31, 2005 and 2006 included in retained earnings was ¥224,047 million and ¥275,874 million ($2,348 million), respectively. Trade receivables and trade payables include the following balances with affiliates at March 31, 2005 and 2006, and purchases and sales include the following transactions with affiliates for each of the years in the three-year period ended March 31, 2006: U.S. dollars (millions) (note 2) Yen (millions) Trade receivables from Trade payables to 2005 2006 ¥025,421 ¥059,292 $505 106,543 112,547 958 U.S. dollars (millions) (note 2) Yen (millions) Purchases from Sales to 2006 2004 2005 2006 2006 ¥551,757 ¥595,589 ¥611,711 $5,207 122,241 148,352 155,195 1,321 Mr.Minekawa, a Director of the Company, served as the President of Guangzhou Honda Automobile Co., Ltd., one of our affiliates in China. In fiscal year 2006 from April to June, Honda sold automobile parts, equipment and services to the affiliated company in the amount of ¥10,008 million ($85 million). He retired as a Director of the Company as of June 23, 2005 and was assigned as an operating officer of the Company. In fiscal year 2005, Honda sold automobile parts, equipment and services to the affiliated company in the amount of ¥37,023 million. 6. Investments and Advances Investments and advances at March 31, 2005 and 2006 consisted of the following: U.S. dollars (millions) (note 2) Yen (millions) 2005 2006 2006 ¥07,485 ¥13,100 $112 3,222 18,733 159 — 5,998 51 ¥10,707 ¥37,831 $322 Current Corporate debt securities U.S. government and agency debt securities Commercial paper Investments due within one year are included in other current assets. 80 U.S. dollars (millions) (note 2) Yen (millions) 2005 2006 2006 Noncurrent ¥093,004 ¥141,846 Nonmarketable preferred stocks Marketable equity securities 11,100 6,000 51 Convertible preferred stocks 27,476 22,934 195 Convertible notes 65,920 56,635 482 3,000 2,999 26 U.S. government and agency debt securities 20,347 2,937 25 Guaranty deposits 31,076 30,110 256 Government bonds $1,208 Advances 3,915 2,209 19 Other 9,088 20,422 173 ¥264,926 ¥286,092 $2,435 Certain information with respect to marketable securities at March 31, 2005 and 2006, is summarized below: U.S. dollars (millions) (note 2) Yen (millions) 2005 2006 2006 Available-for-sale Cost ¥29,815 ¥030,366 $0,259 Fair value 93,004 141,846 1,208 Gross unrealized gains 63,319 111,540 950 130 60 1 ¥34,054 ¥043,767 $0,373 33,692 43,428 370 75 1 0 437 340 3 Gross unrealized losses Held-to-maturity Amortized cost Fair value Gross unrealized gains Gross unrealized losses Maturities of debt securities classified as held-to-maturity at March 31, 2006 were as follows: Yen (millions) Due within one year U.S. dollars (millions) (note 2) ¥37,831 $322 Due after one year through five years 3,938 34 Due after five years through ten years 1,998 17 ¥43,767 $373 Total Realized gains and losses from available-for-sale securities included in other expenses (income)–other for each of the years in the three-year period ended March 31, 2006, were, ¥3,468 million net gains, ¥2,206 million net gains and ¥462 million ($4 million) net loss, respectively. 81 Gross unrealized losses on marketable securities and fair value of the related securities, aggregated by length of time that individual securities have been in a continuous unrealized loss position at March 31, 2006 were as follows: U.S. dollars (millions) (note 2) Yen (millions) Fair value Unrealized losses Fair value Unrealized losses Available-for-sale Less than 12 months ¥453 12 months or longer — ¥(60) $04 — $((1) — — ¥453 ¥(60) $04 $((1) ¥16,068 ¥0(30) $137 $(0) 21,360 (310) 182 (3) ¥37,428 ¥(340) $319 $(3) Held-to-maturity Less than 12 months 12 months or longer Honda judged this decline in fair value of investment securities to be temporary, with considering such factors as financial and operating conditions of the issuer, the industry in which the issuer operates, degree and period of the decline in fair value and other relevant factors. 7. Short-term and Long-term Debt Short-term debt at March 31, 2005 and 2006 is as follows: U.S. dollars (millions) (note 2) Yen (millions) Short-term bank loans Medium-term notes Commercial paper 2005 2006 2006 ¥279,696 85,273 404,345 ¥314,124 152,246 227,187 $2,674 1,296 1,934 ¥769,314 ¥693,557 $5,904 The weighted average interest rates on short-term debt outstanding at March 31, 2005 and 2006 were 2.09% and 3.21%, respectively. 82 Long-term debt at March 31, 2005 and 2006 is as follows: U.S. dollars (millions) (note 2) Yen (millions) 2005 Honda Motor Co., Ltd.: Loans, maturing through 2031: Unsecured, principally from banks Subsidiaries: Commercial paper Loans, maturing through 2029 Secured, principally from banks Unsecured, principally from banks 0.69% Japanese yen unsecured bond due 2006 0.81% Japanese yen unsecured bond due 2006 0.47% Japanese yen unsecured bond due 2007 0.79% Japanese yen unsecured bond due 2008 0.99% Japanese yen unsecured bond due 2009 0.31% Japanese yen unsecured bond due 2010 0.66% Japanese yen unsecured bond due 2010 0.94% Japanese yen unsecured bond due 2010 3.65% Thai baht unsecured bond due 2007 Medium-term notes, maturing through 2019 Less unamortized discount, net Total long-term debt Less current portion 2006 2006 ¥0,000,238 238 ¥0,000,603 603 $00,005 5 187,932 205,573 1,750 30,147 65,892 60,000 1,000 50,000 30,000 30,000 — — — 5,460 1,634,342 406 19,765 94,509 60,000 1,000 50,000 30,000 30,000 200 30,000 30,000 6,040 1,979,635 680 168 806 511 9 426 255 255 2 255 255 51 16,852 6 2,094,367 2,536,042 21,589 2,094,605 535,105 2,536,645 657,645 21,594 5,598 ¥1,559,500 ¥1,879,000 $15,996 At March 31, 2005 and 2006, ¥187,932 million and The loans maturing through 2031 and through 2029 are either secured by property, plant and equipment or subject to ¥205,573 million ($1,750 million), respectively, of commercial collateralization upon request, and their interest rates range paper borrowings were classified as long-term, as it is the from 0.89% to 18.08% per annum at March 31, 2006 and respective finance subsidiary’s intention to refinance them on weighted average interest rate on total outstanding long-term a long-term basis and it has established the necessary credit debt at March 31, 2005 and 2006 is 4.05% and 4.35%, facilities to do so. The weighted average interest rate on respectively. Property, plant and equipment with a net book commercial paper at March 31, 2005 and 2006 was value of approximately ¥12,881 million and ¥22,592 million approximately 2.71% and 4.32%, respectively. Medium-term notes are unsecured, and their interest rates ($192 million) at March 31, 2005 and 2006, respectively, were subject to specific mortgages securing indebtedness. range from 0.6% to 3.17% at March 31, 2005 and from Furthermore, finance subsidiaries-receivables of approxi- 0.63% to 4.66% at March 31, 2006. mately ¥22,597 million and ¥8,993 million ($77 million) at March 31, 2005 and 2006, respectively, were pledged as collateral by a financial subsidiary for certain loans. 83 The following schedule shows the maturities of long-term debt for each of the five years following March 31, 2006 and thereafter: Yen (millions) Years ending March 31: U.S. dollars (millions) (note 2) 2007 ¥0,657,645 $05,598 2008 903,184 7,689 2009 467,334 3,978 2010 221,728 1,888 2011 251,085 2,137 After five years Total 35,669 304 1,879,000 15,996 ¥2,536,645 $21,594 At March 31, 2006, Honda also had committed lines of Certain of the Company’s subsidiaries have entered into currency swap and interest rate swap agreements for hedg- credit amounting to ¥720,982 million ($6,138 million), none of ing currency and interest rate exposures resulting from the which was in use. The committed lines are used to back up issuance of long-term debt. Fair value of contracts related to the commercial paper programs. Borrowings under those currency swaps and interest rate swaps is included in other committed lines of credit generally are available at the prime assets/liabilities and/or other current assets/liabilities in the interest rate. As is customary in Japan, both short-term and long-term consolidated balance sheets, as appropriate (see note 14). Unless a right of setoff exists, the offsetting of assets and bank loans are made under general agreements which pro- liabilities is not made in the consolidated balance sheets. vide that security and guarantees for present and future indebtedness will be given upon request of the bank, and At March 31, 2006, Honda had unused line of credit facilities amounting to ¥1,523,948 million ($12,973 million), of that the bank shall have the right to offset cash deposits which ¥609,634 million ($5,190 million) related to commercial against obligations that have become due or, in the event of paper programs and ¥914,314 million ($7,783 million) related default, against all obligations due to the bank. Certain to medium-term notes programs. Honda is authorized to debenture trust agreements provide that Honda must give obtain financing at prevailing interest rates under these additional security upon request of the trustee. programs. 8. Other Liabilities Other liabilities at March 31, 2005 and 2006 are summarized as follows: U.S. dollars (millions) (note 2) Yen (millions) Accrued liabilities for product warranty, net of current portion Minority interest 2005 2006 ¥141,394 ¥137,503 2006 $1,171 70,001 87,460 745 381,124 171,773 1,463 Deferred income taxes 68,561 115,360 982 Other 58,532 65,426 555 ¥719,612 ¥577,522 $4,916 Additional minimum pension liabilities (note 11) 84 9. Income Taxes Total income taxes for each of the years in the three-year period ended March 31, 2006 were allocated as follows: U.S. dollars (millions) (note 2) Yen (millions) Income from continuing operations Other comprehensive income (note 13) 2004 2005 2006 ¥252,740 ¥266,665 ¥317,189 2006 $2,700 43,620 12,718 154,370 1,314 ¥296,360 ¥279,383 ¥471,559 $4,014 Income before income taxes and equity in income of affiliates by domestic and foreign source and income tax expense (benefit) for each of the years in the three-year period ended March 31, 2006 consisted of the following: Yen (millions) Income taxes Income before income taxes Current Deferred Total 2004: Japanese Foreign ¥204,695 ¥106,672 ¥,(16,448) ¥090,224 251,8437,232 32,646 129,870 162,516 ¥641,927 ¥139,318 ¥113,422 ¥252,740 ¥147,455 ¥057,066 ¥024,134 ¥081,200 509,350 94,080 91,385 185,465 ¥656,805 ¥151,146 ¥115,519 ¥266,665 ¥315,828 ¥103,697 ¥038,225 ¥141,922 498,789 216,248 (40,981) 175,267 ¥814,617 ¥319,945 ¥,0(2,756) ¥317,189 2005: Japanese Foreign 2006: Japanese Foreign U.S. dollars (millions) (note 2) Income before income taxes Income taxes Current Deferred Total 2006: Japanese Foreign 85 $2,689 $0,883 $(325 $1,208 4,246 1,840 (348) 1,492 $6,935 $2,723 $0(23) $2,700 The significant components of deferred income tax (benefit) expense for each of the years in the three-year period ended March 31, 2006 are as follows: U.S. dollars (millions) (note 2) Yen (millions) 2004 2005 2006 2006 ¥109,931 ¥115,519 ¥(2,756) $(23) 3,491 — — — ¥113,422 ¥115,519 ¥(2,756) $(23) Deferred tax (benefit) expense (exclusive of the effects of the other component listed below) Adjustments to deferred tax assets and liabilities for enacted changes in tax laws and rates The Company is subject to a national corporate tax of business tax based on corporate size. The change in busi- 30%, an inhabitant tax of between 5.19% and 6.21% and a ness tax rate was effective for fiscal years beginning on or deductible business tax between 9.60% and 10.08%, which after April 1, 2004. Consequently, the statutory income tax in the aggregate resulted in a statutory income tax rate of rate was lowered to approximately 40% for deferred tax approximately 41% for the year ended March 31, 2004. On assets and liabilities expected to be settled or realized on or March 24, 2003, the Japanese Diet approved the Amend- after April 1, 2004. The foreign subsidiaries are subject to ments to Local Tax Law, which reduced standard business taxes based on income at rates ranging from 16% to 40%. tax rates from 9.60% to 7.68% as well as additionally levying The effective tax rate for Honda for each of the years in the three-year period ended March 31, 2006 differs from the Japanese statutory income tax rate for the following reasons: Statutory income tax rate 2004 2005 2006 41.0% 40.0% 40.0% Valuation allowance provided for current year operating losses of subsidiaries 2.6 0.5 0.3 Difference in statutory tax rates of foreign subsidiaries (1.4) (1.9) (2.4) Reversal of valuation allowance due to utilization of operating loss carryforwards (1.6) (1.1) (0.8) Research and development credit (3.8) (2.3) (3.1) Adjustments to deferred tax assets and liabilities for enacted changes in tax laws 0.5 — — Tax authority assessment relating to prior years* and rates — 1.8 — Other adjustments relating to prior years — — 3.1 Other Effective tax rate 2.1 3.6 1.8 39.4% 40.6% 38.9% * The prior year income taxes in 2005 are due to assessment by the Japanese tax authorities as a result of their transfer pricing audit relating to the Company’s motorcycle business in Brazil. 86 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at March 31, 2005 and 2006 are presented below: U.S. dollars (millions) (note 2) Yen (millions) 2005 2006 2006 ¥(024,475 ¥(030,012 $(0,255 1,202 Deferred tax assets: Inventories Allowance for dealers and customers 131,262 141,141 Foreign tax credit 11,565 913 8 Operating loss carryforwards 58,697 75,131 640 152,036 68,566 584 Minimum pension liabilities adjustment Other accrued pension liabilities 99,471 56,584 482 131,233 190,335 1,619 608,739 562,682 4,790 59,737 70,239 598 549,002 492,443 4,192 Inventories (14,322) (11,018) (94) Property, plant and equipment, excluding lease transactions (63,614) (67,263) (573) Other Total gross deferred tax assets Less valuation allowance Net deferred tax assets Deferred tax liabilities: Lease transactions (328,554) (357,578) (3,044) Undistributed earnings of subsidiaries and affiliates (34,252) (75,429) (642) Net unrealized gains on marketable equity securities (25,266) (44,580) (380) Other (82,129) (87,324) (742) (548,137) (643,192) (5,475) ¥000,865 ¥(150,749) $(1,283) Total gross deferred tax liabilities Net deferred tax (liability) asset Deferred income tax assets and liabilities at March 31, 2005 and 2006 are reflected in the consolidated balance sheets under the following captions: U.S. dollars (millions) (note 2) Yen (millions) Current assets—Deferred income taxes 2005 2006 2006 ¥(214,059 ¥(198,033 Other assets 129,162 37,686 321 Other current liabilities (273,795) (271,108) (2,308) Other liabilities Net deferred tax (liability) asset $(1,686 (68,561) (115,360) (982) ¥(000,865 ¥(150,749) $(1,283) strategies in making this assessment. Based upon the level In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that of historical taxable income and projections for future taxable some portion or all of the deferred tax assets will not be income over the periods which the deferred tax assets are realized. The ultimate realization of deferred tax assets is deductible, management believes it is more likely than not dependent upon the generation of future taxable income over that Honda will realize the benefits of these deductible differ- the periods in which those temporary differences become ences and operating loss carryforwards, net of the existing deductible and operating loss carryforwards utilized. Man- valuation allowances at March 31, 2005 and 2006. The net agement considered the scheduled reversal of deferred tax change in the total valuation allowance for the years ended liabilities, projected future taxable income and tax planning March 31, 2004 was increase of ¥6,686 million, for the year 87 ended March 31, 2005 was decrease of ¥11,989 million, and to valuation allowance for deferred tax assets associated with for the year ended March 31, 2006 was increase of ¥10,502 net operating loss carryforwards incurred by certain foreign million ($89 million). The valuation allowance primarily relates subsidiaries. At March 31, 2006, certain of the Company’s subsidiaries have operating loss carryforwards for income tax purposes of ¥224,982 million ($1,915 million), which are available to offset future taxable income, if any. Periods available to offset future taxable income vary in each tax jurisdiction and range from one year to an indefinite period as follows: Yen (millions) Within 1 year 1 to 5 years 5 to 15 years Indefinite periods At March 31, 2005 and 2006, Honda did not recognize U.S. dollars (millions) (note 2) ¥000,127 15,431 29,791 179,633 $0,001 131 254 1,529 ¥224,982 $1,915 reinvested. At March 31, 2005 and 2006, the undistributed deferred tax liabilities of ¥47,340 million and ¥60,703 million earnings not subject to deferred tax liabilities were ($517million), respectively, for certain portions of the undis- ¥1,895,285 million and ¥2,676,892 million ($22,788 million), tributed earnings of the Company’s foreign subsidiaries respectively. because such portions were considered permanently 10. Dividends and Legal Reserves The Company law of Japan enforced on May 1, 2006 pro- subsidiaries are also required to appropriate their earnings to vides that earnings in an amount equal to 10% of dividends legal reserves under the laws of the respective countries. of retained earnings shall be appropriated as a capital sur- Dividends and appropriations to the legal reserves plus or a legal reserve on the date of distribution of retained charged to retained earnings during the years in the three- earnings until an aggregated amount of capital surplus and a year period ended March 31, 2006 represent dividends paid legal reserve equals 25% of stated capital. The Japanese out during those years and the related appropriations to the Commercial Code, effective until the enforcement of the legal reserves. Dividends per share for each of the years in Company law of Japan, provided that earnings in an amount the three-year period ended March 31, 2006 were ¥35, ¥51 equal to at least 10% of appropriations of retained earnings and ¥77 ($0.66), respectively. The accompanying consoli- that were paid in cash shall be appropriated as a legal re- dated financial statements do not include any provision for serve until an aggregated amount of capital surplus and the the dividend of ¥60 ($0.51) per share aggregating ¥54,784 legal reserve equaled 25% of stated capital. Certain foreign million ($466 million) to be proposed in June 2006. 88 11. Pension and Other Postretirement Benefits benefit obligation and related plan assets. The separation process is considered the culmination of a series of steps in a The Company and its subsidiaries have various pension single settlement transaction. Under this approach, the differ- plans covering substantially all of their employees in Japan ence between the fair value of the obligation and the assets and in certain foreign countries. Benefits under the plans are required to be transferred to the government should be primarily based on the combination of years of service and accounted for and separately disclosed as a subsidy. As stipulated in the Japanese Welfare Pension Insurance compensation. The funding policy is to make periodic contri- Law, the “Honda Employees’ Pension Fund (a confederated butions as required by applicable regulations. Plan assets welfare pension fund, the “Fund”)”, of which the Company and consist primarily of listed equity securities and bonds. a part of its domestic subsidiaries and affiliates accounted for Retirement benefits for directors, excluding certain benefits, are provided in accordance with management policy. There are under the equity method were members, has obtained occasions where officers other than directors receive special approval from the Japanese Minister of Health, Labor and lump-sum payments at retirement. Such payments are charged Welfare for exemption from benefits obligations related to past to income as paid since amounts vary with circumstances and it employee service with respect to the substitutional portion of is impractical to compute a liability for future payments. the Fund on July 1, 2005 and completed its transfer on March 9, 2006. Previously on April 1, 2004, the Company In January 2003, the Emerging Issues Task Force (EITF) reached a final consensus on Issue No. 03-2 “Accounting for received approval of exemption from the obligation for benefits the Transfer to the Japanese Government of the Substitutional related to future employee services with respect to the fund. As Portion of Employee Pension Fund Liabilities” (“EITF 03-2”). a result, the Company recognized a gain of ¥228,681 million, EITF 03-2 addresses accounting for a transfer to the Japanese which is the difference between the settled accumulated ben- government of a substitutional portion of an Employees’ efit obligation and the assets transferred to the government; a Pension Fund (“EPF”) plan, which is a defined benefit pension gain of ¥56,448 million for the derecognition of previous plan established under the Welfare Pension Insurance Law. accrued salary progression; and settlement loss of ¥147,113 EITF 03-2 requires employers to account for the separation million for the related unrecognized loss. Collectively, the Com- process of the substitutional portion from the entire EPF plan pany recognized a net gain of ¥138,016 million ($1,175 million) (which includes a corporation portion) upon completion of the for the fiscal year ended March 31, 2006. transfer to the government of the substitutional portion of the 89 Reconciliations of beginning and ending balances of the pension benefit obligations and the fair value of the plan assets are as follows: Yen (millions) Japanese plans 2005 Change in benefit obligations: Benefit obligations at beginning of year Service cost Interest cost Plan participants’ contributions Actuarial gain (loss) Benefits paid Amendment Transfer of the substitutional portion Foreign exchange translation Foreign plans 2006 ¥(1,618,402) ¥(1,641,593) (40,963) (41,271) (32,368) (31,788) (352) (94) 18,383 9,198 32,109 33,957 — 20,652 — 517,614 — — Benefit obligations at end of year 2005 2006 ¥(212,393) (17,560) (14,445) (681) (42,687) 2,501 (8,684) — (7,430) ¥(301,379) (25,121) (18,838) (111) (22,421) 2,949 (1,584) — (28,911) (1,641,593) (1,133,325) (301,379) (395,416) 794,543 33,559 46,197 352 (32,109) — — 842,542 98,450 37,687 94 (33,957) (232,485) — 194,849 28,743 29,058 681 (2,501) — 6,335 257,165 27,240 49,912 111 (2,949) — 26,596 842,542 712,331 257,165 358,075 Funded status (799,051) (420,994) (44,214) (37,341) Unrecognized actuarial loss (gain) Unrecognized net transition obligations Unrecognized prior service cost (benefit) 607,399 5,726 (62,089) 354,172 3,733 (75,797) 81,240 332 6,764 100,047 317 8,345 (248,015) (138,886) 44,122 71,368 — — (311) (316) (377,864) (171,158) (2,949) (299) Prepaid (accrued) pension cost recognized in the consolidated balance sheets ¥0,(625,879) ¥(310,044) ¥0(40,862 ¥(070,753 Pension plans with accumulated benefit obligations in excess of plan assets: Projected benefit obligations Accumulated benefit obligations Fair value of plan assets ¥(1,630,982) ¥(1,117,157) (1,460,030) (1,007,022) 833,539 696,128 ¥0(52,334) (33,749) 29,685 ¥0(70,415) (45,686) 40,114 Change in plan assets: Fair value of plan assets at beginning of year Actual return on plan assets Employer contributions Plan participants’ contributions Benefits paid Transfer of the substitutional portion Foreign exchange translation Fair value of plan assets at end of year Net amount recognized Adjustments to recognize additional minimum liabilities (note 8): Intangible assets Amount included in accumulated other comprehensive income (loss) 90 U.S. dollars (millions) (note2) Change in benefit obligations: Benefit obligations at beginning of year Service cost Interest cost Plan participants’ contributions Actuarial gain (loss) Benefits paid Amendment Transfer of substitutional portion Foreign exchange translation Benefit obligations at end of year Change in plan assets: Fair value of plan assets at beginning of year Actual return on plan assets Employer contributions Plan participants’ contributions Benefits paid Transfer of substitutional portion Foreign exchange translation Fair value of plan assets at end of year Japanese plans Foreign plans 2006 2006 $(13,975) (351) (271) (1) 79 289 176 4,406 — $(2,566) (214) (160) (1) (191) 25 (13) — (246) (9,648) (3,366) 7,172 838 321 1 (289) (1,979) — 2,189 232 425 1 (25) — 226 6,064 3,048 Funded status (3,584) (318) Unrecognized actuarial loss (gain) Unrecognized net transition obligations Unrecognized prior service cost (benefit) 3,015 32 (645) 852 3 71 (1,182) 608 — (1,457) (3) (3) Prepaid (accrued) pension cost recognized in the consolidated balance sheets $0(2,639) $0,(602 Pension plans with accumulated benefit obligations in excess of plan assets: Projected benefit obligations Accumulated benefit obligations Fair value of plan assets $0(9,510) (8,573) 5,926 $0,(599) (389) 341 Net amount recognized Adjustments to recognize additional minimum liabilities (note 8): Intangible assets Amount included in accumulated other comprehensive income (loss) 91 Pension expense for each of the years in the three-year period ended March 31, 2006 included the following: U.S. dollars (millions) (note 2) Yen (millions) 2004 2005 2006 2006 Service cost-benefits earned during the year ¥49,309 ¥40,963 ¥41,271 $351 Interest cost on projected benefit obligations 30,741 32,368 31,788 271 Expected return on plan assets (32,041) (33,589) (33,102) (282) Net amortization and deferral 38,058 27,921 23,441 200 ¥86,067 ¥67,663 ¥63,398 $540 Service cost-benefits earned during the year ¥13,022 ¥17,560 ¥25,121 $214 Interest cost on projected benefit obligations 12,164 14,445 18,838 160 Expected return on plan assets (12,947) (17,418) (21,013) (179) 2,069 2,576 4,831 41 ¥14,308 ¥17,163 ¥27,777 $236 Japanese plans: Foreign plans: Net amortization and deferral Weighted-average assumptions used to determine benefit obligation at March 31, 2005 and 2006 were as follows: 2005 2006 Discount rate 2.0% 2.0% Rate of salary increase 2.3% 2.2% Discount rate 5.4–6.3% 4.9–5.8% Rate of salary increase 3.5–6.7% 3.5–5.2% Japanese plans: Foreign plans: Weighted-average assumptions used to determine net periodic benefit cost for each of the years in the three-year period ended March 31, 2006 were as follows: 2004 2005 2006 Japanese plans: Discount rate 2.0% 2.0% 2.0% Rate of salary increase 2.3% 2.3% 2.3% Expected long-term rate of return 4.0% 4.0% 4.0% Discount rate 5.5–7.0% 5.8–6.8% 5.4–6.3% Rate of salary increase 4.0–6.7% 3.5–6.7% 3.5–6.7% Expected long-term rate of return 6.8–8.5% 6.8–8.5% 6.8–8.0% Foreign plans: Honda determines the expected long-term rate of return based on the expected long-term return of the various asset categories in which it invests. Honda considers the current expectations for future returns and the actual historical returns of each plan asset category. 92 Measurement date Honda uses a March 31 measurement date for their plans excluding certain foreign subsidiaries which use a December 31 measurement date for their plans. Plan Assets Honda’s domestic and foreign pension plan weighted-average asset allocations at March 31, 2005 and 2006, by asset category are as follows: 2005 2006 Equity securities 37% 48% Debt securities 23% 37% Other 40% 15% 100% 100% Japanese plans: Foreign plans: Equity securities 68% 65% Debt securities 24% 24% Other 8% 11% 100% 100% benefit plans at March 31, 2005 and 2006 were ¥1,468,115 Honda investment policies for the domestic and foreign pension benefit are designed to maximize total returns are million and ¥1,019,764 million ($8,681 million), respectively. available to provide future payments of pension benefits to The accumulated benefit obligation for all foreign defined eligible participants under accepted risks. Honda sets target benefit plans at March 31, 2005 and 2006 were ¥225,853 assets allocations for the individual asset categories based million and ¥303,509 million ($2,584 million), respectively. on the estimated returns and risks in the long future. Plan assets are invested in individual equity and debt securities Cash flows using the target assets allocation. Honda expects to contribute ¥33,281 million ($283 million) to its domestic pension plans and ¥40,178 million ($342 million) Obligations to its foreign pension plans in the year ending March 31, The accumulated benefit obligation for all domestic defined 2007. Estimated future benefit Payment The following table presents estimated future gross benefit payments: Yen (millions) U.S. dollars (millions) (note 2) Japanese plans Foreign plans 2007 ¥031,365 ¥03,880 $0,267 $033 2008 38,559 4,448 328 38 2009 41,663 5,150 355 44 2010 45,484 6,190 387 53 2011 46,061 7,223 392 61 263,490 63,666 2,243 542 2012–2016 Certain of the Company’s subsidiaries in North America Japanese plans Foreign plans retired employees. Such benefits have no material effect on provide certain health care and life insurance benefits to Honda’s financial position and results of operations. 93 12. Supplemental Disclosures of Cash Flow Information U.S. dollars (millions) (note 2) Yen (millions) Cash paid during the year for: Interest Income taxes 2004 2005 2006 ¥091,207 203,029 ¥099,475 159,041 ¥134,609 282,986 2006 $1,146 2,409 During the year ended March 31, 2004, the Company During the year ended March 31, 2006, the Company reissued certain of its treasury stock at fair value of ¥603 reissued certain of its treasury stock at fair value of ¥802 million to the minority shareholder of subsidiary, upon which million ($7 million) to the minority shareholder of subsidiary, the Company merged with the subsidiary. During the fiscal which the Company made a wholly owned subsidiary, and year ended March 31, 2005, the Company retired shares the Company retired shares totaling 11,000,000 shares at a totaling 46,000,000 shares at a cost of ¥216,371 million by cost of ¥66,224 million ($564 million) by offsetting with capi- offsetting with capital surplus of ¥190 million and unappro- tal surplus of ¥2 million ($0 million) and unappropriated re- priated retained earnings of ¥ 216,181 million based on the tained earnings of ¥ 66,221 million ($564 million) based on resolution of board of directors. the resolution of board of directors. 13. Accumulated Other Comprehensive Income (Loss) The components and related changes in accumulated other comprehensive income (loss) for each of the years in the three-year period ended March 31, 2006 are as follows: U.S. dollars (millions) (note 2) Yen (millions) Adjustments from foreign currency translation: Balance at beginning of year Adjustments for the year Balance at end of year Net unrealized gains on marketable equity securities: Balance at beginning of year Realized (gain) loss on marketable equity securities Increase (decrease) in net unrealized gains on marketable equity securities Balance at end of year Net unrealized gains (losses) on derivative instruments: Balance at beginning of year Realized (gain) loss on derivative instruments Increase (decrease) in net unrealized gains on derivative instruments Balance at end of year 94 2004 2005 2006 2006 ¥(469,472) (195,941) ¥(665,413) 40,476 ¥(624,937) 249,160 $(5,321) 2,122 (665,413) (624,937) (375,777) (3,199) 14,820 — 36,066 1,346 33,744 (841) 288 (8) 21,246 (3,668) 29,807 254 36,066 33,744 62,710 534 — — — — — (38) — (0) — — (26) (0) — — (64) (0) U.S. dollars (millions) (note 2) Yen (millions) Minimum pension liabilities adjustment: Balance at beginning of year Adjustments for the year Balance at end of year Total accumulated other comprehensive income (loss): Balance at beginning of year Adjustments for the year Balance at end of year 2004 2005 2006 2006 (308,513) 83,287 (225,226) 22,485 (202,741) 108,685 (1,726) 925 (225,226) (202,741) (94,056) (801) (763,165) (91,408) (854,573) 60,639 (793,934) 386,747 (6,759) 3,293 ¥(854,573) ¥(793,934) ¥(407,187) $(3,466) The tax effects allocated to each component of other comprehensive income (loss) and reclassification adjustments are as follows: Yen (millions) 2004: Adjustments from foreign currency translation Unrealized gains (losses) on marketable equity securities: Unrealized holding gains (losses) arising during the year Reclassification adjustments for losses realized in net income Net unrealized gains (losses) Minimum pension liabilities adjustment Other comprehensive income (loss) 2005: Adjustments from foreign currency translation Unrealized gains (losses) on marketable equity securities: Unrealized holding gains (losses) arising during the year Reclassification adjustments for losses realized in net income Net unrealized gains (losses) Minimum pension liabilities adjustment Other comprehensive income (loss) 2006: Adjustments from foreign currency translation Unrealized gains (losses) on marketable equity securities: Unrealized holding gains (losses) arising during the year Reclassification adjustments for gains realized in net income Net unrealized gains (losses) Unrealized gains (losses) on derivative instruments: Unrealized holding gains (losses) arising during the year Reclassification adjustments for gains realized in net income Net unrealized gains (losses) Minimum pension liabilities adjustment Other comprehensive income (loss) 95 Before-tax amount Tax (expense) or benefit (note 9) Net-of-tax amount ¥(219,372) ¥(023,431 ¥(195,941) 35,069 — (13,823) — 21,246 — 35,069 (13,823) 21,246 136,515 (53,228) 83,287 ¥0(47,788) ¥0(43,620) ¥0(91,408) ¥(039,469 ¥(001,007 ¥(040,476 (6,104) 2,114 2,436 (768) (3,668) 1,346 (3,990) 1,668 (2,322) 37,878 (15,393) 22,485 ¥0(73,357 ¥0(12,718) ¥0(60,639 ¥(301,737 ¥0(52,577) ¥(249,160 49,675 (1,395) (19,868) 554 29,807 (841) 48,280 (19,314) 28,966 (43) (64) 17 26 (26) (38) (107) 43 (64) 191,207 (82,522) 108,685 ¥(541,117 ¥(154,370) ¥(386,747 U.S. dollars (millions) (note 2) Tax (expense) or benefit (note 9) Before-tax amount 2006: Adjustments from foreign currency translation Unrealized gains (losses) on marketable equity securities: Unrealized holding gains (losses) arising during the year Reclassification adjustments for gains realized in net income $2,570 $0,(448) 423 (13) (169) 5 254 (8) 410 (164) 246 Net unrealized gains (losses) Unrealized gains (losses) on derivative instruments: Unrealized holding gains (losses) arising during the year Reclassification adjustments for gains realized in net income Net unrealized gains (losses) Minimum pension liabilities adjustment Other comprehensive income (loss) Net-of-tax amount $2,122 0 0 0 0 0 0 0 0 0 1,627 (702) 925 $4,607 $(1,314) $3,293 14. Fair Value of Financial Instruments The estimated fair values of significant financial instruments at March 31, 2005 and 2006 are as follows: U.S. dollars (millions) (note 2) Yen (millions) 2005 Carrying amount Finance subsidiaries–receivables (a) 2006 Estimated fair value ¥2,433,240 ¥2,407,745 Carrying amount 2006 Estimated fair value ¥2,843,819 ¥2,813,023 Carrying amount Estimated fair value $24,209 $23,947 Marketable equity securities 93,004 93,004 141,846 141,846 1,208 1,208 Held-to-maturity securities 34,054 33,692 43,767 43,428 373 370 Convertible preferred stocks Host contracts Embedded derivatives 7,791 7,791 8,943 8,943 76 76 19,685 19,685 13,991 13,991 119 119 27,476 27,476 22,934 22,934 195 195 Convertible notes (b) Host contracts Embedded derivatives Debt 7,038 7,038 8,156 8,156 69 69 58,882 58,882 48,479 48,479 413 413 65,920 65,920 56,635 56,635 482 482 (2,863,919) (2,878,341) (3,230,202) (3,237,471) (27,498) (27,560) ¥0,028,030 ¥0,028,030 ¥0,004,477 ¥0,004,477 $00,038 $00,038 Foreign exchange instruments (c) Asset position Liability position Net (14,018) (14,018) (35,979) (35,979) (306) (306) ¥0,014,012 ¥0,014,012 ¥00(31,502) ¥00(31,502) $00(268) $00(268) ¥0,027,353 ¥0,027,353 ¥0,036,334 ¥0,036,334 $00,309 $00,309 Interest rate instruments (d) Asset position Liability position Net (2,550) (2,550) ¥2,124,803 ¥2,124,803 96 (2) (2) ¥0,036,332 ¥0,036,332 (0) $00(309 (0) $00(309 (a) The carrying amounts of finance subsidiaries-receivables at March 31, 2005 and 2006 in the table exclude ¥1,716,130 million and ¥1,996,686 million ($16,997 million) of direct financing leases, net, classified as finance subsidiaries-receivables in the consolidated balance sheets, respectively. The carrying amounts of finance subsidiaries-receivables at March 31, 2005 and 2006 in the table also include ¥504,345 million and ¥627,168 million ($5,338 million) of finance receivables classified as trade receivables and other assets in the consolidated balance sheets. (b) In relation to a portion of the above convertible notes, a subsidiary entered into a forward sale contract during the year ended March 31, 2006. The carrying amount and estimated fair value of the derivative financial instrument is ¥5,462 million ($46 million), asset position, at March 31, 2006. (c) The fair values of foreign currency forward contracts, foreign currency option contracts and foreign currency swap agreements are included in other assets/liabilities and other current assets/liabilities in the consolidated balance sheets as follows (see note 7): U.S. dollars (millions) (note 2) Yen (millions) Other current assets 2005 2006 2006 ¥09,643 ¥0(4,477 Other assets 27,387 — — Other current liabilities (14,018) (35,113) (299) Other liabilities $(038 — (866) (7) ¥14,012 ¥(31,502) $(268) (d) The fair values of interest rate swap agreements are included in other assets/liabilities and other current assets/liabilities in the consolidated balance sheets as follows (see note 7): U.S. dollars (millions) (note 2) Yen (millions) Other current assets 2005 2006 2006 ¥00,161 ¥03,101 $026 Other assets 27,192 33,233 283 Other current liabilities (2,462) — — (2) (0) Other liabilities (88) ¥24,803 ¥36,332 $309 Finance subsidiaries-receivables The estimated fair value amounts have been determined using relevant market information and appropriate valuation The fair values of retail receivables and term loans to dealers methodologies. However, these estimates are subjective in were estimated by discounting future cash flows using the nature and involve uncertainties and matters of significant current rates for these instruments of similar remaining matu- judgment and, therefore, cannot be determined with preci- rities. Given the short maturities of wholesale receivables, the sion. The effect of using different assumptions and/or estima- carrying amount of such receivables approximates fair value. tion methodologies may be significant to the estimated fair Marketable equity securities value amounts. The fair value of marketable equity securities was estimated The methodologies and assumptions used to estimate the fair values of financial instruments are as follows: using quoted market prices. Cash and cash equivalents, trade receivables and trade Held-to-maturity securities payables The fair value of held-to-maturity security was estimated The carrying amounts approximate fair values because of the using quoted market prices. short maturity of these instruments. 97 Convertible Notes and Convertible Preferred Stock fair value of long-term loans was estimated by discounting Investment future cash flows using rates currently available for loans of Honda investments in convertible instruments are bifurcated similar terms and remaining maturities. The carrying amounts into two investments for accounting purposes. The note and of short-term bank loans and commercial paper approximate preferred stock portions of these convertible instruments are fair values because of the short maturity of these instruments. treated as available-for-sale and are marked-to-market through other comprehensive income (loss). The fair value is Foreign exchange and interest rate instruments determined based on an analysis of interest rate movements The fair values of foreign currency forward contracts and and an assessment of credit worthiness. The embedded foreign currency option contracts were estimated by obtain- derivative is marked-to-market through the statement of ing quotes from banks. The fair values of currency swap income and fair value is estimated using a trinomial agreements and interest rate swap agreements were esti- convertible bond pricing model. mated by discounting future cash flows using rates currently available for these instruments of similar terms and remaining maturities. Debt The fair values of bonds and notes were estimated based on the quoted market prices for the same or similar issues. The 15. Risk Management Activities and Derivative Financial Instruments Foreign currency forward contracts and currency swap Honda is a party to derivative financial instruments in the normal course of business to reduce their exposure to fluctuations agreements are agreements to exchange different currencies at in foreign exchange rates and interest rates. Currency swap a specified rate on a specific future date. Foreign currency agreements are used to convert long-term debt denominated option contracts are contracts that allow the holder of the in a certain currency to long-term debt denominated in other option the right but not the obligation to exchange different cur- currencies. Foreign currency forward contracts and purchased rencies at a specified rate on a specific future date. Foreign option contracts are normally used to hedge sale commitments currency forward contracts, foreign currency option contracts denominated in foreign currencies (principally U.S. dollars). For- and currency swap agreements outstanding at March 31, 2005 eign currency written option contracts are entered into in com- were ¥692,841 million, ¥214,211 million and ¥505,272 million, bination with purchased option contracts to offset premium respectively and totaled ¥1,412,324 million. At March 31, amounts to be paid for purchased option contracts. Interest 2006, foreign currency forward contracts, foreign currency rate swap agreements are mainly used to convert floating rate option contracts and currency swap agreements outstanding financing, such as commercial paper, to (normally three-five were ¥898,125 million ($7,646 million), ¥176,548 million years) fixed rate financing in order to match financing costs ($1,503 million) and ¥584,358 million ($4,975 million), with income from finance receivables. These instruments respectively and totaled ¥1,659,031 million ($14,123 million). involve, to varying degrees, elements of credit, exchange rate and interest rate risks in excess of the amount recognized in Cash flow hedge the consolidated balance sheets. In the year ended March 31, 2006, the Company adopted hedge accounting for certain foreign currency forward con- The aforementioned instruments contain an element of risk in the event the counterparties are unable to meet the tracts related to forecasted foreign currency transactions terms of the agreements. However, Honda minimizes the risk between the Company and its subsidiaries. Changes in the exposure by limiting the counterparties to major international fair value of derivative financial instruments designated as banks and financial institutions meeting established credit cash flow hedges are recognized in other comprehensive guidelines. Management of Honda does not expect any income (loss). The amounts are reclassified into earnings in counterparty to default on its obligations and, therefore, does the same period when forecasted hedged transactions affect not expect to incur any losses due to counterparty default. earnings. The amount recognized in other comprehensive Honda generally does not require or place collateral for these income (loss) was ¥64 million ($0 million) loss in the fiscal financial instruments. year ended March 31, 2006. All amounts recorded in other 98 comprehensive income (loss) as year-end are expected to be Derivative financial instruments not designated as recognized in earnings within the next twelve months. The accounting hedges period that hedges the changes in cash flows related to the Changes in the fair value of derivative financial instruments risk of foreign currency rate is at most around 2 months. not designated as accounting hedges are recognized in earnings in the period of the change. There are no derivative financial instruments where hedge Interest rate swap agreements generally involve the accounting has been discontinued due to the forecasted transaction no longer beeing probable. The Company exchange of fixed and floating rate interest payment obliga- excludes financial instruments’ time value component from tions without the exchange of the underlying principal the assessment of hedge effectiveness, of which amount amount. At March 31, 2005 and 2006, the notional principal was ¥421 million ($4 million) loss. There are no derivative amounts of interest rate swap agreements were ¥3,227,405 financial instruments that have been assessed as being million and ¥3,857,748 million ($32,840 million), respectively. ineffectiveness. 16. Commitments and Contingent Liabilities At March 31, 2006, Honda had commitments for purchases to make future payments in the event of defaults is ¥69,574 of property, plant and equipment of approximately ¥53,304 million and ¥46,737 million ($398 million), respectively, at million ($454 million). March 31, 2005 and 2006. As of March 31, 2006, no amount has been accrued for any estimated losses under the obliga- Honda has entered into various guarantee and indemnification agreements. At March 31, 2005 and 2006, Honda has tions, as it is probable that the employees will be able to guaranteed ¥69,574 million and ¥46,737 million ($398 mil- make all scheduled payments. Honda warrants its vehicles for specific periods of time. lion) of bank loan of employees for their housing costs, respectively. If an employee defaults on his/her loan pay- Product warranties vary depending upon the nature of the ments, Honda is required to perform under the guarantee. product, the geographic location of its sale and other factors. The undiscounted maximum amount of Honda’s obligation The changes in provisions for those product warranties for each of the years in the two-year period ended March 31, 2006 are as follow: U.S. dollars (millions) (note 2) Yen (millions) Balance at beginning of year 2005 2006 2006 ¥278,153 ¥268,429 $2,285 Warranty claims paid during the period (138,368) (126,834) (1,080) Liabilities accrued for warranties issued during the period 124,892 125,732 1,070 (3,770) 332 3 Changes in liabilities for pre-existing warranties during the period Foreign currency translation 7,522 16,288 139 ¥268,429 ¥283,947 $2,417 with legal counsel, and taking into account all known factors With respect to product liability, personal injury claims or lawsuits, Honda believes that any judgment that may be pertaining to existing lawsuits and claims, Honda believes recovered by any plaintiff for general and special damages that the overall results of such lawsuits and pending claims and court costs will be adequately covered by Honda’s insur- should not result in liability to Honda that would be likely to ance and reserves. Punitive damages are claimed in certain have an adverse material effect on its consolidated financial of these lawsuits. Honda is also subject to potential liability position and results of operations. under other various lawsuits and claims. After consultation 99 17. Leases Honda has several operating leases, primarily for office and other facilities, and certain office equipment. Future minimum lease payments under noncancelable operating leases that have initial or remaining lease terms in excess of one year at March 31, 2006 are as follows: U.S. dollars (millions) (note 2) Yen (millions) Years ending March 31 2007 ¥025,087 $0,214 2008 19,060 162 2009 13,997 119 2010 10,852 92 2011 9,394 80 40,826 348 ¥119,216 $1,015 After five years Total minimum lease payments Rental expenses under operating leases for each of the years in the three-year period ended March 31, 2006 were ¥43,441 million, ¥44,619 million and ¥46,102 million ($392 million), respectively. 18. Allowances for Trade Receivable and Finance Subsidiaries-receivables The allowances for trade receivable and finance subsidiaries-receivables for the years ended March 31, 2004, 2005 and 2006 are set forth in the following table: Yen (millions) Additions Deductions Balance at beginning of period Charged to costs and expenses Bad debts written off Net increase (decrease) in unearned income Translation difference Balance at end of period ¥009,242 ¥03,760 ¥01,877 ¥(00,0—. ¥0,(206) ¥010,919 ¥017,601 ¥28,965 ¥19,924 ¥(00,0—. ¥(2,231) ¥024,411 22,355 16,972 10,989 (2,214) 26,124 March 31, 2004: Trade receivable Allowance for doubtful accounts Finance subsidiaries-receivables Allowance for credit losses Allowance for losses on lease residual values Unearned interest income and fees — 203,602 — — (27,963) 2,165 177,804 ¥243,558 ¥45,937 ¥30,913 ¥(27,963) ¥(2,280) ¥228,339 ¥010,919 ¥00,693 ¥02,121 ¥(00,0—. ¥0,219 ¥009,710 ¥024,411 ¥33,365 ¥27,575 ¥(00,0—. ¥0,725 ¥030,926 26,124 17,273 10,156 784 34,025 March 31, 2005: Trade receivable Allowance for doubtful accounts Finance subsidiaries-receivables Allowance for credit losses Allowance for losses on lease residual values Unearned interest income and fees — 177,804 — — 2,029 2,922 182,755 ¥228,339 ¥50,638 ¥37,731 ¥(02,029 ¥4,431 ¥247,706 100 Yen (millions) Additions Deductions Balance at beginning of period Charged to costs and expenses Bad debts written off Net increase (decrease) in unearned income ¥009,710 ¥03,825 ¥03,320 ¥(00,0—. ¥00,474 ¥010,689 ¥030,926 ¥28,155 ¥29,373 ¥(00,0—. ¥03,242 ¥032,950 34,025 7,998 7,974 — 3,725 37,774 182,755 — — 5,336 15,558 203,649 ¥247,706 ¥36,153 ¥37,347 ¥(05,336 ¥22,525 ¥274,373 Translation difference Balance at end of period March 31, 2006: Trade receivable Allowance for doubtful accounts Finance subsidiaries-receivables Allowance for credit losses Allowance for losses on lease residual values Unearned interest income and fees U.S. dollars (millions) (note 2) Balance at beginning of period Additions Deductions Charged to costs and expenses Bad debts written off Net increase (decrease) in unearned income Translation difference Balance at end of period March 31, 2006: Trade receivable Allowance for doubtful accounts $0,083 $033 $028 $,— $003 $0,091 $0,263 $240 $250 $,— $028 $0,281 290 68 68 — 32 322 1,556 — — 45 132 1,733 $2,109 $308 $318 $45 $192 $2,336 Finance subsidiaries-receivables Allowance for credit losses Allowance for losses on lease residual values Unearned interest income and fees 19. Subsequent Event Stock Split On April 26, 2006, the Board of Directors declared a two-for-one stock split of the Company’s common stock. All shareholders of record on June 30, 2006 will receive one additional share of common stock for each share on July 1, 2006. Information pertaining to shares and earnings per share has not been restated in the accompanying consolidated financial statements and notes to the consolidated financial statements to reflect this split. This information will be presented effective after the stock split is made. 101 Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Honda Motor Co., Ltd.: We have audited the accompanying consolidated balance sheets of Honda Motor Co., Ltd. and subsidiaries as of March 31, 2005 and 2006, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the years in the three-year period ended March 31, 2006. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. The Company’s consolidated financial statements do not disclose certain information required by Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information.” In our opinion, disclosure of this information is required by U.S. generally accepted accounting principles. In our opinion, except for the omission of the segment information referred to in the preceding paragraph, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Honda Motor Co., Ltd. and subsidiaries as of March 31, 2005 and 2006 and the results of their operations and their cash flows for each of the years in the three-year period ended March 31, 2006 in conformity with U.S. generally accepted accounting principles. The accompanying consolidated financial statements as of and for the year ended March 31, 2006 have been translated into United States dollars solely for the convenience of the reader. We have recomputed the translation and, in our opinion, the consolidated financial statements expressed in yen have been translated into dollars on the basis set forth in note 2 to the consolidated financial statements. Tokyo, Japan June 23, 2006 102 Selected Quarterly Financial Data (Unaudited and Not Reviewed) Yen (millions except per share amounts) Year ended March 31, 2005 I II III Year ended March 31, 2006 IV Net sales and other operating revenue ¥2,073,153 ¥2,093,578 ¥2,133,820 ¥2,349,554 Operating income 159,993 172,932 157,636 140,359 Income before income taxes 174,080 165,587 187,996 129,142 Net income 114,262 127,122 150,760 94,053 Net income per common share: Basic ¥121.65 ¥135.70 ¥161.78 ¥101.43 Diluted 121.65 135.70 161.78 101.43 Net income per American depositary share: Basic 60.82 67.85 80.89 50.71 Diluted 60.82 67.85 80.89 50.71 Tokyo Stock Exchange: (TSE) (in yen) High ¥5,320 ¥5,640 ¥5,520 ¥5,700 Low 4,370 4,890 4,830 5,230 New York Stock Exchange: (NYSE) (in U.S. dollars) High $24.85 $25.40 $26.10 $27.30 Low 19.25 22.56 23.55 24.92 I II III IV ¥2,264,579 ¥2,337,670 ¥2,472,006 ¥2,833,741 170,393 162,694 194,986 340,832 144,308 169,392 166,097 334,820 110,666 133,708 133,146 219,513 ¥119.75 119.75 ¥144.89 144.89 ¥144.81 144.81 ¥239.78 239.78 59.87 59.87 72.44 72.44 72.40 72.40 119.89 119.89 ¥5,670 5,020 ¥6,620 5,380 ¥7,140 6,140 ¥7,500 6,100 $26.00 23.75 $29.08 24.06 $29.70 26.50 $31.74 27.10 *1 All quarterly financial data is unaudited and has not been reviewed by the independent registered public accounting firm (KPMG AZSA & Co.). *2 On April 26, 2006, the Board of Directors declared a two-for-one stock split of the Company’s common stock. All shareholders of record on June 30, 2006 will receive one additional share of common stock for each share on July 1, 2006. Infomation pertaining to shares and earnings per share has not been restated in the accompanying consolidated financial statements and notes to the consolidated financial statements to reflect this split. This information will be presented effective after the stock split is made. Net Sales and Operating Income by Business Segment Yen (millions) Years ended March 31 Motorcycle Business: Net sales and other operating revenue (Unaffiliated customers) Operating income Operating income/Net sales Automobile Business: Net sales and other operating revenue (Unaffiliated customers) Operating income Operating income/Net sales Financial Services Business: Net sales and other operating revenue (Unaffiliated customers) Operating income Operating income/Net sales Power Product & Other Businesses: Net sales and other operating revenue (Unaffiliated customers) Operating income Operating income/Net sales Total: Net sales and other operating revenue (Unaffiliated customers) Operating income Operating income/Net sales 2002 2003 2004 2005 2006 ¥0,947,900 ¥0,978,095 ¥0,996,290 ¥1,097,754 ¥1,225,812 68,315 57,230 42,433 69,332 113,974 7.2% 5.9% 4.3% 6.3% 9.3% 5,929,742 512,911 8.6% 6,440,094 551,392 8.6% 6,592,024 438,891 6.7% 6,963,635 452,382 6.5% 8,004,694 628,372 7.9% 201,906 76,365 37.8% 237,958 107,813 45.3% 242,696 108,438 44.7% 255,741 89,901 35.2% 306,869 90,585 29.5% 282,890 3,611 1.3% 315,352 8,092 2.6% 331,590 10,382 3.1% 332,975 19,305 5.8% 370,621 35,974 9.7% ¥7,362,438 ¥7,971,499 ¥8,162,600 ¥8,650,105 ¥9,907,996 661,202 724,527 600,144 630,920 868,905 9.0% 9.1% 7.4% 7.3% 8.8% *1 The business segment information has been prepared in accordance with the Ministerial Ordinance under the Securities and Exchange Law of Japan. *2 The business segment information is unaudited and not reviewed by the independent registered public accounting firm (KPMG AZSA & Co.). *3 Certain gains and losses on sale and disposal of property, plant and equipment, which were previously recorded in other income (expenses), have been reclassified to selling, general and administrative expenses in the year ended March 31, 2004. In addition, net realized gains and losses on interest rate swap contracts not designated as accounting hedges by finance subsidiaries, which were previously recorded in cost of sales, have been reclassified to and included in other income (expenses)–other. 103 Financial Summary Honda Motor Co., Ltd. and Subsidiaries Years ended or at March 31 1996 1997 1998 1999 Sales, income, and dividends Net sales and other operating revenue Operating income Income before income taxes and equity in income of affiliates Income taxes Equity in income of affiliates Net income As percentage of sales Cash dividends paid during the period Research and development Interest expense ¥4,252,250 ¥5,293,302 ¥5,999,738 ¥6,231,041 138,741 397,328 456,852 540,978 115,134 390,722 443,351 520,511 58,281 189,044 201,278 229,624 13,948 19,490 18,552 14,158 70,801 221,168 260,625 305,045 1.7% 4.2% 4.3% 4.9% 13,638 13,640 16,563 20,463 220,573 251,128 285,863 311,632 30,601 27,514 27,655 27,890 Assets, long-term debt, and stockholders’ equity Total assets Long-term debt Total stockholders’ equity ¥3,516,113 656,461 1,144,540 ¥4,191,294 734,255 1,388,430 ¥4,815,265 677,750 1,607,914 ¥5,034,247 673,084 1,763,855 125,007 150,489 141,351 217,782 153,337 309,517 177,666 237,080 Per common share Net income: Basic Diluted Cash dividends paid during the period Stockholders’ equity ¥0,0072.68. 72.63. 14 1,174.73. ¥0,0227.00. 226.97. 14 1,425.04. ¥0,0267.49. 267.45. 17 1,650.14. ¥0,0313.05. 313.05. 21 1,810.20. Per American depositary share Net income: Basic Diluted Cash dividends paid during the period Stockholders’ equity 36.34. 36.31. 7.0. 587.36. 113.50. 113.48. 7.0. 712.52. 133.74. 133.72. 8.5. 825.07. 156.52. 156.52. 10.5. 905.10. Depreciation Capital expenditures Sales progress Sales amounts:* Japan ¥1,540,463 ¥1,826,284 ¥1,710,813 ¥1,556,333 36% 35% 29% 25% 2,711,787 3,467,018 4,288,925 4,674,708 64% 65% 71% 75% ¥4,252,250 ¥5,293,302 ¥5,999,738 ¥6,231,041 100% 100% 100% 100% Overseas Total Unit sales: Motorcycles Automobiles Power Products 5,488 1,887 2,268 5,325 2,184 2,521 5,257 2,343 2,857 4,295 2,333 3,412 Number of employees 96,800 101,100 109,400 112,200 ¥0,000,106 96 ¥0,000,124 113 ¥0,000,132 123 ¥0,000,121 128 Exchange rate (yen amounts per U.S. dollar) Rates for the period-end Average rates for the period * The geographic breakdown of sales amounts is based on the location of customers. (3) Effective fiscal 2000, due to the change in method of business segment categorization, all prior years’ unit sales under Sales progress have been restated to reflect the change: i.e., unit sales of all-terrain vehicles (ATVs) are now included in Motorcycles, but were previously included in Power Products. (4) Previously, revenue from domestic sales of general-purpose engines to customers who install them in products that are subsequently exported were recorded as overseas sales. However, owing to various factors including changes in transaction formats and contract terms, as of fiscal 2002, such sales are now recorded as domestic sales. The sales amount from such sales for fiscal 2002 amounted to ¥5,468 million. Notes: (1) The amounts for the fiscal year ended March 31, 2006, have been translated into U.S. dollars at the rate of ¥117.47=US$1, the approximate exchange rate prevailing on the Tokyo Foreign Exchange Market on March 31, 2006. (2) Net income per common (or American depositary) share amounts are computed based on Statement of Financial Accounting Standards (SFAS) No. 128, “Earnings per Share.” All net income per common (or American depositary) share data presented prior to fiscal 1998 has been restated to conform with the provisions of SFAS No. 128. 104 2000 2001 2002 2003 2004 2005 Yen (millions) U.S. dollars (millions) 2006 2006 ¥6,098,840 ¥6,463,830 ¥7,362,438 ¥7,971,499 ¥8,162,600 ¥8,650,105 ¥09,907,996 418,639 401,438 661,202 724,527 600,144 630,920 868,905 416,063 384,976 551,342 609,755 641,927 656,805 814,617 170,434 178,439 231,150 245,065 252,740 266,665 317,189 16,786 25,704 42,515 61,972 75,151 96,057 99,605 262,415 232,241 362,707 426,662 464,338 486,197 597,033 4.3% 3.6% 4.9% 5.4% 5.7% 5.6% 6.0% 20,463 22,412 24,360 30,176 33,541 47,797 71,061 334,036 352,829 395,176 436,863 448,967 467,754 510,385 18,920 21,400 16,769 12,207 10,194 11,655 11,902 $84,345 7,397 6,935 2,700 847 5,082 ¥4,898,428 574,566 1,930,373 ¥5,667,409 368,173 2,230,291 ¥6,940,795 716,614 2,573,941 ¥7,681,291 1,140,182 2,629,720 ¥8,328,768 1,394,612 2,874,400 $89,995 15,996 35,122 172,139 222,891 170,342 285,687 194,944 303,424 220,874 316,991 213,445 287,741 ¥9,316,970 ¥10,571,681 1,559,500 1,879,000 3,289,294 4,125,750 225,752 373,980 262,225 457,841 Yen 605 4,345 101 2,232 3,898 U.S. dollars ¥0,0269.31. 269.31. 21 1,981.07. ¥0,0238.34. 238.34. 23 2,288.87. ¥0,0372.23. 372.23. 25 2,641.55. ¥0,0439.43. 439.43. 31. 2,734.69. ¥0,0486.91. 486.91. 35 3,054.90. ¥8,520.68. 520.68. 51 3,556.49. ¥8,648.67. 648.67. 77 4,518.53. $005.52. 5.52. 0.66. 38.47. 134.65. 134.65. 10.5. 990.53. 119.17. 119.17. 11.5. 1,144.43. 186.11. 186.11. 12.5. 1,320.77. 219.71. 219.71. 15.5. 1,367.34. 243.45. 243.45. 17.5. 1,527.45. 260.34. 260.34. 25.5. 1,778.24. 324.33. 324.33. 38.5. 2,259.26. 2.76. 2.76. 0.33. 19.23. Yen (millions) ¥1,612,191 ¥1,740,340 ¥1,868,746 ¥1,748,706 ¥1,628,493 ¥1,699,205 ¥1,694,044 26% 27% 25% 22% 20% 20% 17% 4,486,649 4,723,490 5,493,692 6,222,793 6,534,107 6,950,900 8,213,952 74% 73% 75% 78% 80% 80% 83% ¥6,098,840 ¥6,463,830 ¥7,362,438 ¥7,971,499 ¥8,162,600 ¥8,650,105 ¥9,907,996 100% 100% 100% 100% 100% 100% 100% U.S. dollars (millions) $14,421 69,924. $84,345 Thousands 4,436 2,473 4,057 5,118 2,580 3,884 6,095 2,666 3,926 8,080 2,888 4,584 9,206 2,983 5,047 10,482 3,242 5,300 10,271 3,391 5,876 112,400 114,300 120,600 126,900 131,600 137,827 144,785 ¥0,000,106 112 ¥0,000,124 111 ¥,0,000133 125 ¥,0,000120 122 ¥0,000,106 113 ¥8,162,107 108 ¥8,650,117 113 (5) Honda’s common stock-to-ADR exchange ratio was changed from two shares of common stock to one ADR, to one share of common stock to two ADRs, effective January 10, 2002. Per American depositary share information has been restated for all periods presented to reflect this four-for-one ADR split. (6) Certain gains and losses on sale and disposal of property, plant and equipment, which were previously recorded in other income (expenses), have been reclassified to selling, general and administrative expenses in the year ended March 31, 2004. In addition, net realized gains and losses on interest rate swap contracts not designated as accounting hedges by finance subsidiaries, which were previously recorded in cost of sales, have been reclassified to and included in other income (expenses)–other. Operating income prior to fiscal 2003 has been presented to conform with the reclassifications mentioned above. (7) On April 26, 2006, the Board of Directors declared a two-for-one stock split of the Company’s common stock. All shareholders of record on June 30, 2006 will receive one additional share of common stock for each share on July 1, 2006. Information pertaining to shares and earnings per share has not been restated in the accompanying consolidated financial statements and notes to the consolidated financial statements to reflect this split. This information will be presented effective after the stock split is made. 105 Corporate Information Company Name Established Lines of Business Head Office Honda Motor Co., Ltd. September 24, 1948 Motorcycles, Automobiles, Financial Services and Power Products and Others 1-1, 2-chome, Minami-Aoyama, Minato-ku, Tokyo, Japan Principal Subsidiaries Region Japan North America Country of Incorporation Main Lines of Business Motorcycle Business Automobile Business Financial Services Power Product & Business Other Businesses Honda R&D Co., Ltd. 100.0 ○ ○ ○ Tochigi Honda Engineering Co., Ltd. 100.0 ○ ○ ○ Shizuoka Saitama Miyazaki Nagano Tokyo Tokyo Mie Tokyo U.S.A. Yutaka Giken Co., Ltd. Honda Foundry Co., Ltd. Honda Lock Mfg. Co., Ltd. Asama Giken Co., Ltd. Honda Motorcycle Japan Co., Ltd. Honda Finance Co., Ltd. Suzuka Circuitland Co., Ltd. Honda Trading Corporation American Honda Motor Co., Inc. 69.7 82.1 100.0 77.5 100.0 100.0 100.0 100.0 100.0 ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ Honda North America, Inc. 100.0 Honda of America Mfg., Inc. American Honda Finance Corporation Honda Manufacturing of Alabama, LLC Honda of South Carolina Mfg., Inc. Honda Transmission Mfg. of America, Inc. Celina Aluminum Precision Technology Inc. Honda Power Equipment Mfg., Inc. Honda R&D Americas, Inc. Cardington Yutaka Technologies Inc. Honda Trading America Corporation ○ ○ ○ ○ ○ ○ ○ 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 ○ ○ Honda Engineering North America, Inc. ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ 100.0 ○ ○ ○ 100.0 100.0 100.0 100.0 ○ ○ Mexico Belgium Honda Canada Inc. Honda Canada Finance Inc. Honda de Mexico, S.A. de C.V. Honda Europe NV U.K. Honda Motor Europe Limited 100.0 Honda of the U.K. Manufacturing Ltd. Honda Finance Europe plc Honda Motor Europe (South) S.A. Honda Europe Power Equipment, S.A. Honda Motor Europe (North) GmbH Honda Bank GmbH Honda R&D Europe (Deutschland) GmbH Honda Italia Industriale S.p.A. Montesa Honda S.A. Honda Motor (China) Investment Corporation, Limited Jialing-Honda Motors Co., Ltd. Honda Automobile (China) Co., Ltd. Honda Motorcycle and Scooter India Private Limited Honda Siel Cars India Limited P.T. Honda Precision Parts Manufacturing P.T. Honda Prospect Motor Honda Malaysia SDN. BHD. Honda Atlas Cars (Pakistan) Limited Honda Philippines, Inc. Honda Cars Philippines, Inc. Honda Taiwan Co., Ltd. 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 88.1 100.0 70.0 65.0 100.0 99.9 100.0 51.0 51.0 51.0 99.6 74.2 100.0 France Germany Asia Percentage Ownership and Voting Interest Saitama Canada Europe Company Italy Spain China India Indonesia Malaysia Pakistan Philippines Taiwan ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ 106 Function Research & development Manufacturing and sales of equipment and development of production technology Manufacturing Manufacturing Manufacturing Manufacturing Sales Finance Others (Leisure) Others (Trading) Sales Coordination of subsidiaries’ operation Manufacturing Finance Manufacturing Manufacturing Manufacturing Manufacturing Manufacturing Research & development Manufacturing Others (Trading) Manufacturing and sales of equipment and development of production technology Manufacturing and sales Finance Manufacturing and sales Sales Coordination of subsidiaries’ operation and sales Manufacturing Finance Sales Manufacturing and sales Sales Finance Research & development Manufacturing and sales Manufacturing and sales Holding company Manufacturing and sales Manufacturing and sales Manufacturing and sales Manufacturing and sales Manufacturing Manufacturing and sales Manufacturing and sales Manufacturing and sales Manufacturing and sales Manufacturing and sales Manufacturing and sales (As of March 31, 2006) Region Asia Others Country of Incorporation Company Main Lines of Business Percentage Ownership and Voting Interest Thailand Asian Honda Motor Co., Ltd. 100.0 Vietnam Honda Leasing (Thailand) Company Limited Honda Automobile (Thailand) Co., Ltd. Thai Honda Manufacturing Co., Ltd. Honda Vietnam Co., Ltd. 100.0 91.4 60.0 70.0 Brazil Honda South America Ltda. 100.0 Honda Automoveis do Brasil Ltda. Moto Honda da Amazonia Ltda. Honda Componentes da Amazonia Ltda. Turkey Honda Turkiye A.S. Australia Honda Australia Pty. Ltd. New Zealand Honda New Zealand Limited 100.0 100.0 100.0 100.0 100.0 100.0 Motorcycle Business Automobile Business Financial Services Business Power Product & Other Businesses ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ Function Coordination of subsidiaries’ operation and sales Finance Manufacturing and sales Manufacturing Manufacturing and sales Coordination of subsidiaries’ operation and holding company Manufacturing and sales Manufacturing and sales Manufacturing Manufacturing and sales Sales Sales Note: Percentage Ownership and Voting Interest include ownership through consolidated subsidiaries. Number of Employees Total Motorcycle Business Automobile Business Financial Services Business Power Product and Other Businesses 144,785 28,783 105,623 1,921 8,458 Note: The above refers to full-time employees. Principal Manufacturing Facilities Region Location Japan North America U.S.A. Europe Canada Mexico U.K. France Italy Spain Asia China India Indonesia Malaysia Pakistan Philippines Taiwan Thailand Others Vietnam Brazil Turkey Start of Operations Number of Employees Principal Products Manufactured Sayama, Saitama Hamamatsu, Shizuoka Suzuka, Mie Ohzu-machi, Kikuchi-gun, Kumamoto Nov. Apr. May Mar. 1964 1954 1960 1976 5,376 3,391 7,032 2,864 Automobiles Motorcycles, power products and transmissions Automobiles Motorcycles, all-terrain vehicles, power products and engines Marysville, Ohio Anna, Ohio East Liberty, Ohio Lincoln, Alabama Swepsonville, North Carolina Timmonsville, South Carolina Alliston, Ontaria El Salto Swindon, Wiltshire Ormes Atessa Barcelona Sep. 1979 Jul. 1985 Dec. 1989 Nov. 2001 Aug. 1984 Jul. 1998 Nov. 1986 Mar. 1988 Jul. 1989 Jan. 1985 Apr. 1977 May 1980 7,208 2,797 2,538 4,580 554 1,649 4,559 1,369 4,095 173 696 287 Motorcycles, all-terrain vehicles and automobiles Engines Automobiles Automobiles Power products All-terrain vehicles Automobiles Motorcycles and automobiles Automobiles and engines Power products Motorcycles, power products and engines Motorcycles Guangzhou Chongqing Greater Noida Gurgaon Karawang Alor Gajah Lahore Manila Laguna Pingtung Ayutthaya Bangkok Vinhphuc Sumare Manaus Gebze Apr. 2005 Oct. 1994 Dec. 1997 May 2001 Feb. 2003 Jan. 2003 Oct. 1993 May 1973 Mar. 1992 Jan. 2003 Jan. 1993 Apr. 1965 Dec. 1997 Sep. 1997 Jan. 1977 Dec. 1997 663 841 1,199 2,545 1,251 1,130 553 523 678 840 2,236 2,618 1,080 1,669 5,583 519 Automobiles Power products Automobiles Motorcycles Automobiles Automobiles Automobiles Motorcycles and power products Automobiles Automobiles Automobiles Motorcycles and power products Motorcycles Automobiles Motorcycles and power products Automobiles 107 Honda’s History 1946 1947 1948 1949 1952 1953 1957 1958 1959 1960 1961 1962 1963 1964 1965 1966 1967 1968 1969 1971 1972 1973 1974 1975 1976 1977 1979 1981 1982 1983 1984 1985 1986 1987 1988 1989 Soichiro Honda establishes Honda Technical Research Institute Honda’s first product, the A-type bicycle engine, produced • Honda Motor Co., Ltd. incorporated (capital: 1 million yen) • Dream D-type (2-stroke, 98cc), Honda’s first motorcycle, produced • Head office moved to Tokyo • H-type engine, Honda’s first power product, produced • Listed on the Tokyo Stock Exchange • Super Cub motorcycle released • American Honda Motor Co., Inc. established • Honda racing team participates in the Isle of Man TT Race, taking sixth place in the 125cc class • Motorcycle production begins at Suzuka Factory • Honda R&D Co., Ltd. established • Honda racing team sweeps first 5 places in Isle of Man TT Race (125cc, 250cc) • American Depositary Receipts (ADRs) issued at market price. Adopts consolidated accounting using U.S. Securities and Exchange Commission (SEC) standards • Construction of Suzuka Circuit completed (Mie Prefecture) • Honda Benelux N.V. (Belgium) begins production of motorcycles • Honda’s first sports car (S500) and light truck (T360) released • Automobile production begins at Sayama Factory (presently Saitama Factory) • Asian Honda Motor Co., Ltd. (Thailand) established • Thai Honda Manufacturing Co., Ltd. (Bangkok) established • Honda (U.K.) Limited established in London • Honda wins its first F1 victory, in Mexico • S800 sales and export begins • Automobile production begins at Suzuka Factory • Motorcycle production begins in Thailand • Cumulative motorcycle production reaches 10 million units • Canadian Honda Motor Ltd. established (presently Honda Canada Inc.) • Automobile and motorcycle production begins in Malaysia • Cumulative domestic power product production reaches 1 million units • Honda Motor do Brazil Ltda. established in Sao Paulo (presently Honda South America Ltda.) • Knockdown motorcycle production begins in Mexico • Details of CVCC low-emission engine system announced • CVCC engine, world’s first to comply with the U.S. Clean Air Act of 1975, released • Motorcycle production begins in the Philippines • Motorcycle production begins in Indonesia • Automobile production begins in Indonesia • Kumamoto Factory begins operation • Motorcycle production begins at Honda Italia Industriale S.p.A. • Accord introduced • Civic cumulative production reaches 1 million units • ADRs listed on the New York Stock Exchange (NYSE) • Consolidated financial disclosure begins • Motorcycle production begins at Moto Honda da Amazonia Ltda. in Manaus, Brazil • Quarterly financial disclosure begins • Honda of America Mfg., Inc. begins motorcycle production • Listed on the London Stock Exchange • Honda of America Mfg., Inc. begins automobile production • Listed on the Zurich, Geneva and Basel stock exchanges • Cumulative automobile production reaches 10 million units • Automobile production begins in Thailand • Cumulative motorcycle production in Belgium reaches 1 million units • Listed on the Paris Stock Exchange • Motorcycle engine production begins in the U.S. • Motorcycle production begins in India • Motorcycle engine production begins in Malaysia • Cumulative power product production reaches 10 million units • Automobile production begins at Honda Canada Inc. • Motorcycle production begins in Spain • Power product production begins in France • Honda North America, Inc. established • Cumulative motorcycle production in Brazil reaches 1 million units • Cumulative motorcycle production reaches 50 million units, a world first • Cumulative Civic production reaches 5 million units • Automobile production begins in Mexico • High-performance VTEC engine announced • • 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 108 Common stock-to-ADR exchange ratio changed from 10 shares of common stock to 1 ADR, to 2 shares of common stock to 1 ADR. • Second automobile plant in the U.S. begins production in East Liberty, Ohio • Honda Motor Europe Ltd. (U.K.) established • Honda posts its 60th Grand Prix victory in the Brazil GP • Automobile production in the U.K. begins • Automobile production begins in the Philippines • Honda’s GX120 power product engines meet California emission regulations, a world first • Automobile production begins in Pakistan • Honda introduced first gasoline-powered vehicle to meet ULEV (Ultra Low Emission Vehicle) standards in California, the U.S. • Cumulative world production for the Civic reaches 10 million units • Cumulative automobile production in North America reaches 5 million units • Cumulative automobile production reaches 30 million units • Motorcycle production begins in Turkey • Automobile production begins in Brazil • Automobile production begins in Turkey • Motorcycle production begins in Vietnam • Cumulative motorcycle production reaches 100 million units • Construction of Twin Ring Motegi completed (Tochigi Prefecture) • Honda celebrates 50th anniversary • Automobile production begins in India • Automobile production begins at Guangzhou Honda Automobile Co., Ltd. in China • Fuel cell vehicle FCX-V1 and FCX-V2 announced • Cumulative Accord production in the U.S. reaches 5 million units • ASIMO humanoid robot announced • Cumulative automobiles production in North America reaches 10 million, first for the Japanese automobile manufacturers • Motorcycle production begins at new production company in India • Minimum investment unit lowered to 100 shares, from 1,000 • Second automobile plant in the U.K. begins operations • Honda Manufacturing of Alabama, LLC in the U.S. begins operations • Common stock-to-ADR exchange ratio changed from 2 shares of common stock to 1 ADR, to 1 share of common stock to 2 ADRs • New automobile plant in Taiwan begins operations • Honda FCX fuel cell vehicle delivered both in Japan and the U.S. • Cumulative world production for the Civic reaches 15 million units • Cumulative automobile production in the U.K. reaches 1 million units • New automobile plant in Indonesia begins operations • New automobile plant in Malaysia begins operations • Honda FC STACK, a next-generation fuel cell stack capable of starting in sub-zero temperatures, announced • Cumulative motorcycle production in Indonesia reaches 10 million units • Cumulative automobile production in the U.S. reaches 10 million units • Cumulative automobile production in Canada reaches 3 million units • Honda enter cooperative agreement with General Electric to jointly market our independently developed HF118 jet engine • Cumulative motorcycle production in Thailand reaches 10 million units • Honda Motor (China) Investment Co., Ltd. established • Honda Motor RUS LLC (Russia) established • Dongfeng Honda Automobile Co. Ltd. in China begins automobile production • Second line at Alabama plant in the U.S. begins operations • New power product plant, Kumamoto factory begins operations • Cumulative motorcycle production reaches 150 million units • Honda Automobile (China) Co., Ltd. begins automobile exports • Cumulative motorcycle production in Brazil reaches 8 million units • Honda to mass produce next-generation thin-film solar cell • Cumulative worldwide production of the Super Cub series reaches 50 million units • In China, Dongfeng Honda Automobile Co., Ltd., completes factory expansion, raising annual production capacity to 120,000 units • Wuyang-Honda Motors (Guangzhou) Co., Ltd., begins production at new motorcycle factory • Cumulative production of power products reaches 70 million units • Honda Philippines begins mass production at new motorcycle plant • Honda establishes subsidiary in Ukraine • Implementation of two-for-one stock split for common shares • Common stock-to-ADR exchange ratio changed from 0.5 share of common stock to one ADR, to one share of common stock to one ADR • Investor Information (As of March 31, 2006) IR Offices Breakdown of Issued Shares by Type of Shareholders [JAPAN] Honda Motor Co., Ltd. 1-1, 2-chome, Minami-Aoyama, Minato-ku, Tokyo 107-8556, Japan TEL: 81-(0)3-3423-1111 (Switchboard) Classification Percentage as against total shares issued 57,632 6.3 — — 421,990 12,946 93,992 326,513 4,339 917,414 46.0 1.4 10.2 35.6 0.5 100.0 (Notes) 1. In the number of shares above, figures of less than 1,000 shares are rounded off. 2. “Domestic companies and others” include shares in the name of Japan Securities Depository Center, Incorporated. [U.K.] Honda Motor Europe Limited Public Relations Division 470 London Road, Slough, Berkshire SL3 8QY, U.K. TEL: 44 (0) 1753-590-590 Shareholders’ Register Manager for Common Stock The Chuo Mitsui Trust and Banking Co., Ltd. 33-1, Shiba 3-chome, Minato-ku, Tokyo 105-8574, Japan Contact Address: The Chuo Mitsui Trust and Banking Co., Ltd. Stock Transfer Agency Dept. Operation Center 8-4, Izumi 2-chome, Suginami-ku, Tokyo 168-0063, Japan TEL: 81-(0)3-3323-7111 TEL: 0120-78-2031 (toll free within Japan) IR Websites [Japanese] http://www.honda.co.jp/investors/ [English] http://world.honda.com/investors/ Depositary and Transfer Agent for American Depositary Receipts Stock Exchange Listings [Overseas] Number of shares held (thousands) Individuals 56,301 Government and — municipal corporation Financial institutions 271 Securities companies 46 Domestic companies and others 848 Foreign institutions and individuals 897 Treasury stock 1 Total 58,364 [U.S.A.] Honda North America, Inc. New York Office 540 Madison Avenue, 32nd Floor, New York, NY 10022, U.S.A. TEL: 1-212-355-9191 [Japan] Number of shareholders JPMorgan Chase Bank, N.A. 4 New York Plaza, New York, NY 10004, U.S.A. Contact Address: JPMorgan Service Center P.O. Box 3408 South Hackensack, NJ 0706-3408 TEL: 1-800-990-1135 E-mail: adr@jpmorgan.com Tokyo, Osaka, Nagoya, Fukuoka and Sapporo stock exchanges New York, London, Swiss and Paris stock exchanges Total Number of Shares Issued 917,414,215 shares (Common Stock) With respect to taxation and other matters relating to the acquisition, holding and disposition of the Company’s common stock or ADRs by non-residents of Japan, please also refer to “Item 10E. Taxation” of Form 20-F included in the “Investor Relations” section on our website. Honda’s Stock Price and Trading Volume in Tokyo Stock Exchange (April 2001=100) 150 Honda (ticker: 7267) Nikkei 225 Stock Average 125 100 75 50 25 0 Apr. 2001 100 Stock (millions) Oct. 2001 Apr. 2002 Oct. 2002 Apr. 2003 Oct. 2003 Apr. 2004 Oct. 2004 Apr. 2005 Oct. 2005 Mar. 2006 Apr. 2002 Oct. 2002 Apr. 2003 Oct. 2003 Apr. 2004 Oct. 2004 Apr. 2005 Oct. 2005 Mar. 2006 Trading Volume 50 0 Apr. 2001 Years ended March 31 High Low At year-end Oct. 2001 2002 2003 2004 2005 2006 5,920 3,090 5,380 5,990 3,840 3,950 5,510 3,570 4,800 5,700 4,370 5,370 7,500 5,020 7,290 109 (Yen) Honda Motor Co., Ltd. Annual Report 2006 This annual report is printed on 100% recycled paper using soy ink with no volatile organic content. Furthermore, a waterless printing process was used to prevent toxic emissions. Printed in Japan Annual Report 2006 Year Ended March 31, 2006 Honda Motor Co., Ltd.