There is no legal, regulatory, or market definition of or standardized criteria for what constitutes a
green, social, sustainable or other equivalently labeled project, and any such designations made by third parties with respect to the notes may not be suitable for the investment criteria of an investor.
There is currently no clear definition (legal, regulatory, or otherwise) of, nor market consensus as to what constitutes, a
green, social, sustainable or an equivalently labeled project, or as to what precise attributes are required for a particular project to be defined as green, social, sustainable
or such other equivalent label, nor can any assurance be given that such a clear definition or consensus will develop over time or, if such definition or consensus develops in the future, that the Eligible Green Projects will meet such criteria.
Accordingly, no assurance is or can be given to investors that any Eligible Green Projects selected to receive an allocation of funds from the net proceeds of the notes will meet all or any investor expectations regarding such green,
social, sustainable or other equivalently labeled performance objectives, or that any adverse environmental, social, and/or other impacts will not occur during the implementation of any Eligible Green Projects financed, in
whole or in part, by the net proceeds from the sale of the notes.
A second party opinion from Vigeo Eiris (V.E), an outside consultant,
regarding the Framework has been made publicly available. (Honda understands that Vigeo Eiris was acquired by Moodys Corporation in 2019, and will in the future be rebranded as Moodys ESG Solutions. References to Vigeo Eiris
herein should be understood to refer to Moodys ESG Solutions following such rebranding, as appropriate.) No assurance or representation is given as to the suitability or reliability for any purpose whatsoever of any opinion or certification
of, or any report concerning any review by, any third party (whether or not solicited by us) that will be made available in connection with the issuance of the notes, in particular as it relates to the ability of an Eligible Green Project to fulfill
any environmental, social, sustainability or other criteria. No such opinion, certification or report is, nor should it be deemed to be, a recommendation by us, any underwriter with respect to the notes or any other person to buy, sell or hold the
notes. Any such opinion, certification or report is only current as of the date it was initially issued. Prospective investors must determine for themselves the relevance of any such opinion, certification or report, the information contained
therein and the provider thereof for the purpose of any investment in the notes. For the avoidance of doubt, no such opinion, certification or report is, nor shall it be deemed to be, incorporated into this prospectus supplement, the accompanying
prospectus or any other filing with the SEC. The withdrawal of any such opinion or certification or any additional opinion or certification attesting that we are not complying in whole or in part with any matters for which such opinion or
certification is opining or certifying may have a material adverse effect on the trading prices of the notes and/or result in adverse consequences for certain investors with mandates to invest in securities to be used for a particular purpose.
However, none of such events will constitute a breach of or an event of default under the notes or the Indenture.
In the event that the
notes are listed or admitted to trading on any dedicated green, environmental, sustainable or other similarly labelled segment of any stock exchange or securities market (whether or not regulated), or are included
in any dedicated green, environmental, sustainable or other similarly labelled index or indices, no representation or assurance is given by us, the underwriters or any other person that such listing or admission,
or inclusion in such index or indices, satisfies, whether in whole or in part, any present or future investor expectations or requirements as regards any investment criteria or guidelines with which such investor or its investments are required to
comply, whether by any present or future applicable law or regulations or by its own by-laws or other governing rules or investment portfolio mandates, in particular with regard to any direct or indirect
environmental, sustainability or social impact of any projects or uses that are the subject of or related to, any Eligible Green Projects. It should also be noted that the criteria for any such listings or admission to trading may vary from one
stock exchange or securities market to another, and the criteria for inclusion in such index or indices may vary from one index to another. We do not intend to apply to list the notes on any securities exchange or include the notes in any automated
dealer quotation system and no representation or assurance given or made by us, the underwriters or any other person that any listing or admission to trading, or inclusion in any index or indices, will be obtained in respect of the notes or, if
obtained, that any such listing or admission to trading, or inclusion in such index or indices, will be maintained during the life of the notes.
S-14