Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)

No.1-7628

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF MAY 2023

COMMISSION FILE NUMBER: 1-07628

HONDA GIKEN KOGYO KABUSHIKI KAISHA

(Name of registrant)

HONDA MOTOR CO., LTD.

(Translation of registrant’s name into English)

1-1, Minami-Aoyama 2-chome, Minato-ku, Tokyo 107-8556, Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Contents

Exhibit 1:

Honda Motor Co., Ltd. announced its consolidated financial results for the fiscal year ended March 31, 2023.

Exhibit 2:

Notice Concerning Acquisition of the Company’s Own Shares (Acquisition of the Company’s own shares pursuant to the Articles of Incorporation of the Company in accordance with Article 459, Paragraph 1 of the Company Law)

Exhibit 3:

Announcement Regarding the Signing of a Joint Venture Agreement with GS Yuasa for collaboration in Lithium-ion Battery

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HONDA GIKEN KOGYO KABUSHIKI KAISHA (HONDA MOTOR CO., LTD.)

/s/ Masaharu Hirose

Masaharu Hirose

General Manager

Finance Division

Honda Motor Co., Ltd.

Date: May 11, 2023

May 11, 2023

HONDA MOTOR CO., LTD. REPORTS

CONSOLIDATED FINANCIAL RESULTS

FOR THE FISCAL YEAR ENDED MARCH 31, 2023

Tokyo, May 11, 2023 — Honda Motor Co., Ltd. today announced its consolidated financial results for the fiscal year ended March 31, 2023.

Fiscal Year Results

Honda’s consolidated sales revenue for the fiscal year ended March 31, 2023 increased by 16.2%, to JPY 16,907.7 billion from the fiscal year ended March 31, 2022, due mainly to increased sales revenue in Motorcycle business as well as positive foreign currency translation effects. Operating profit decreased by 3.7%, to JPY 839.3 billion from the previous fiscal year, due mainly to decreased profit attributable to sales impacts and increased expenses including product warranty expenses, which was partially offset by positive foreign currency effects. Profit before income taxes decreased by 12.3%, to JPY 938.1 billion from the previous fiscal year. Profit for the year attributable to owners of the parent decreased by 1.7%, to JPY 695.2 billion from the previous fiscal year.

Earnings per share attributable to owners of the parent for the year amounted to JPY 409.87, a decrease of JPY 1.22 from the previous fiscal year. One Honda American Depository Share represents one common share.

—1—

Consolidated Statements of Financial Position for the Fiscal Year Ended March 31, 2023

Total assets increased by JPY 696.9 billion, to JPY 24,670.0 billion from March 31, 2022 due mainly to positive foreign currency translation effects, which was partially offset by decreased equipment on operating leases. Total liabilities decreased by JPY 76.6 billion, to JPY 13,123.9 billion from March 31, 2022 due mainly to decreased financing liabilities, which was partially offset by positive foreign currency translation effects. Total equity increased by JPY 773.5 billion, to JPY 11,546.1 billion from March 31, 2022 due mainly to increased retained earnings attributable to profit for the year as well as positive foreign currency translation effects.

Consolidated Statements of Cash Flows for the Fiscal Year Ended March 31, 2023

Consolidated cash and cash equivalents on March 31, 2023 increased by JPY 128.0 billion from March 31, 2022, to JPY 3,803.0 billion. The reasons for the increases or decreases for each cash flow activity, when compared with the previous fiscal year, are as follows:

Net cash provided by operating activities amounted to JPY 2,129.0 billion of cash inflows. Cash inflows from operating activities increased by JPY 449.4 billion compared with the previous fiscal year, due mainly to increased cash received from customers, which was partially offset by increased payments for parts and raw materials.

Net cash used in investing activities amounted to JPY 678.0 billion of cash outflows. Cash outflows from investing activities increased by JPY 302.0 billion compared with the previous fiscal year, due mainly to increased payments for additions to property, plant and equipment.

Net cash used in financing activities amounted to JPY 1,468.3 billion of cash outflows. Cash outflows from financing activities increased by JPY 852.6 billion compared with the previous fiscal year, due mainly to increased repayments of financing liabilities as well as purchases of treasury stock.

—2—

Forecasts for the Fiscal Year Ending March 31, 2024

In regard to the forecasts of the financial results for the fiscal year ending March 31, 2024, Honda projects consolidated results to be as shown below:

Fiscal year ending March 31, 2024


	Yen (billions)		Changes from FY 2023
Sales revenue		18,200.0		+ 7.6	%
Operating profit		1,000.0		+ 19.1	%
Profit before income taxes		1,185.0		+ 26.3	%
Profit for the year		865.0		+ 13.6	%
Profit for the year attributable to owners of the parent		800.0		+ 15.1	%

	Yen
Earnings per share attributable to owners of the parent
Basic and diluted		489.41

Note: The forecasts are based on the assumption that the average exchange rates for the Japanese yen to the U.S. dollar will be JPY 125 for the full year ending March 31, 2024.

The reasons for the increases or decreases in the forecasts of the operating profit, and profit before income taxes for the fiscal year ending March 31, 2024 from the previous year are as follows.


	Yen (billions)
Sales impacts		+ 440.6
Price and cost impacts		+ 265.0
Expenses		- 217.0
R&D expenses		- 60.0
Currency effect		- 268.0

Operating profit compared with fiscal year ended March 31, 2023		+ 160.6

Profit of equity method		+ 67.5
Other		+ 18.6

Profit before income taxes compared with fiscal year ended March 31, 2023		+ 246.8

—3—

Dividend per Share of Common Stock


	Yen
	FY 2022 results		FY 2023 results		FY 2024 forecasts
Interim dividend		55.00		60.00		75.00
Year-end dividend		65.00		60.00		75.00
Total annual dividend		120.00		120.00		150.00

This announcement 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 the actual results of the Company could differ materially from those described in these forward-looking statements as a result of numerous factors, including general economic conditions in the principal markets of the Company, its consolidated subsidiaries and its affiliates accounted for by the equity-method, and fluctuation of foreign exchange rates, as well as other factors detailed from time to time. The various factors for increases and decreases in profit have been classified in accordance with a method that Honda considers reasonable.

Basic Rationale for Selection of Accounting Standards

The Company adopted IFRS for the Company’s consolidated financial statements from the year ended March 31, 2015 which have been included in the annual securities report (to be submitted to the Financial Services Agency of Japan) and Form 20-F (to be submitted to the U.S. Securities and Exchange Commission), aiming at improving comparability of financial information across international capital markets as well as standardization of financial information and enhancing efficiency of financial reporting of the Company and its consolidated subsidiaries.

—4—

[1] Consolidated Statements of Financial Position

March 31, 2022 and 2023


	Yen (millions)
	Mar. 31, 2022			Mar. 31, 2023
Assets
Current assets:
Cash and cash equivalents		3,674,931			3,803,014
Trade receivables		896,768			1,060,271
Receivables from financial services		1,694,113			1,899,493
Other financial assets		217,743			263,892
Inventories		1,918,548			2,167,184
Other current assets		439,322			384,494

Total current assets		8,841,425			9,578,348

Non-current assets:
Investments accounted for using the equity method		967,404			915,946
Receivables from financial services		3,740,383			3,995,259
Other financial assets		819,654			855,070
Equipment on operating leases		5,159,129			4,726,292
Property, plant and equipment		3,079,407			3,168,109
Intangible assets		849,507			870,900
Deferred tax assets		91,592			105,792
Other non-current assets		424,652			454,351

Total non-current assets		15,131,728			15,091,719

Total assets		23,973,153			24,670,067

Liabilities and Equity
Current liabilities:
Trade payables		1,236,233			1,426,333
Financing liabilities		3,118,304			3,291,195
Accrued expenses		375,601			419,570
Other financial liabilities		236,900			324,110
Income taxes payable		96,116			86,252
Provisions		268,388			316,665
Other current liabilities		672,857			741,963

Total current liabilities		6,004,399			6,606,088

Non-current liabilities:
Financing liabilities		4,984,252			4,373,973
Other financial liabilities		282,083			288,736
Retirement benefit liabilities		282,054			255,852
Provisions		253,625			257,576
Deferred tax liabilities		990,754			892,078
Other non-current liabilities		403,440			449,622

Total non-current liabilities		7,196,208			6,517,837

Total liabilities		13,200,607			13,123,925

Equity:
Common stock		86,067			86,067
Capital surplus		185,495			185,589
Treasury stock		(328,309	)		(484,931	)
Retained earnings		9,539,133			10,023,979
Other components of equity		990,438			1,417,397

Equity attributable to owners of the parent		10,472,824			11,228,101
Non-controlling interests		299,722			318,041

Total equity		10,772,546			11,546,142

Total liabilities and equity		23,973,153			24,670,067

—5—

[2] Consolidated Statements of Income and Consolidated Statements of Comprehensive Income

Consolidated Statements of Income

For the years ended March 31, 2022 and 2023


	Yen (millions)
	Year ended Mar. 31, 2022			Year ended Mar. 31, 2023
Sales revenue		14,552,696			16,907,725
Operating costs and expenses:
Cost of sales		(11,567,923	)		(13,576,133	)
Selling, general and administrative		(1,326,485	)		(1,611,279	)
Research and development		(787,056	)		(880,915	)

Total operating costs and expenses		(13,681,464	)		(16,068,327	)

Operating profit		871,232			839,398

Share of profit of investments accounted for using the equity method		202,512			117,445
Finance income and finance costs:
Interest income		25,627			73,071
Interest expense		(16,867	)		(36,112	)
Other, net		(12,314	)		(55,608	)

Total finance income and finance costs		(3,554	)		(18,649	)

Profit before income taxes		1,070,190			938,194
Income tax expense		(309,489	)		(177,034	)

Profit for the year		760,701			761,160

Profit for the year attributable to:
Owners of the parent		707,067			695,267
Non-controlling interests		53,634			65,893

	Yen
Earnings per share attributable to owners of the parent
Basic and diluted		411.09			409.87

—6—

Consolidated Statements of Comprehensive Income

For the years ended March 31, 2022 and 2023


	Yen (millions)
	Year ended Mar. 31, 2022			Year ended Mar. 31, 2023
Profit for the year		760,701			761,160
Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans		117,042			3,350
Net changes in revaluation of financial assets measured at fair value through other comprehensive income		58,635			(18,465	)
Share of other comprehensive income of investments accounted for using the equity method		1,786			292
Items that may be reclassified subsequently to profit or loss
Net changes in revaluation of financial assets measured at fair value through other comprehensive income		(682	)		(474	)
Exchange differences on translating foreign operations		680,724			422,960
Share of other comprehensive income of investments accounted for using the equity method		77,447			30,429

Total other comprehensive income, net of tax		934,952			438,092

Comprehensive income for the year		1,695,653			1,199,252

Comprehensive income for the year attributable to:
Owners of the parent		1,619,997			1,125,280
Non-controlling interests		75,656			73,972

—7—

[3] Consolidated Statements of Changes in Equity

For the years ended March 31, 2022 and 2023


	Yen (millions)
	Equity attributable to owners of the parent																	Non-controlling interests			Total equity
	Common stock		Capital surplus			Treasury stock			Retained earnings			Other components of equity			Total			Non-controlling interests			Total equity
Balance as of April 1, 2021		86,067		172,049			(273,786	)		8,901,266			196,710			9,082,306			290,533			9,372,839

Comprehensive income for the year
Profit for the year										707,067						707,067			53,634			760,701
Other comprehensive income, net of tax													912,930			912,930			22,022			934,952

Total comprehensive income for the year										707,067			912,930			1,619,997			75,656			1,695,653
Reclassification to retained earnings										119,202			(119,202	)		—						—
Transactions with owners and other
Dividends paid										(188,402	)					(188,402	)		(45,131	)		(233,533	)
Purchases of treasury stock							(62,758	)								(62,758	)					(62,758	)
Disposal of treasury stock							578									578						578
Share-based payment transactions				(233	)											(233	)					(233	)
Equity transactions and others				13,679			7,657									21,336			(21,336	)		—

Total transactions with owners and other				13,446			(54,523	)		(188,402	)					(229,479	)		(66,467	)		(295,946	)

Balance as of March 31, 2022		86,067		185,495			(328,309	)		9,539,133			990,438			10,472,824			299,722			10,772,546

Comprehensive income for the year
Profit for the year										695,267						695,267			65,893			761,160
Other comprehensive income, net of tax													430,013			430,013			8,079			438,092

Total comprehensive income for the year										695,267			430,013			1,125,280			73,972			1,199,252
Reclassification to retained earnings										3,054			(3,054	)		—						—
Transactions with owners and other
Dividends paid										(213,475	)					(213,475	)		(51,601	)		(265,076	)
Purchases of treasury stock							(157,001	)								(157,001	)					(157,001	)
Disposal of treasury stock							379									379						379
Share-based payment transactions				94												94						94
Equity transactions and others																			(4,052	)		(4,052	)

Total transactions with owners and other				94			(156,622	)		(213,475	)					(370,003	)		(55,653	)		(425,656	)

Balance as of March 31, 2023		86,067		185,589			(484,931	)		10,023,979			1,417,397			11,228,101			318,041			11,546,142

—8—

[4] Consolidated Statements of Cash Flows

For the years ended March 31, 2022 and 2023


	Yen (millions)
	Year ended Mar. 31, 2022			Year ended Mar. 31, 2023
Cash flows from operating activities:
Profit before income taxes		1,070,190			938,194
Depreciation, amortization and impairment losses excluding equipment on operating leases		611,063			721,630
Share of profit of investments accounted for using the equity method		(202,512	)		(117,445	)
Finance income and finance costs, net		(56,352	)		(71,661	)
Interest income and interest costs from financial services, net		(155,872	)		(146,461	)
Changes in assets and liabilities
Trade receivables		(24,037	)		(155,924	)
Inventories		(208,895	)		(171,467	)
Trade payables		50,122			105,272
Accrued expenses		(68,811	)		42,122
Provisions and retirement benefit liabilities		(156,079	)		32,251
Receivables from financial services		509,741			(41,480	)
Equipment on operating leases		171,600			768,070
Other assets and liabilities		28,981			218,369
Other, net		(19,782	)		(1,222	)
Dividends received		193,555			244,902
Interest received		237,724			324,234
Interest paid		(97,884	)		(159,020	)
Income taxes paid, net of refunds		(203,130	)		(401,342	)

Net cash provided by operating activities		1,679,622			2,129,022
Cash flows from investing activities:
Payments for additions to property, plant and equipment		(268,143	)		(475,048	)
Payments for additions to and internally developed intangible assets		(181,083	)		(157,440	)
Proceeds from sales of property, plant and equipment and intangible assets		27,108			16,206
Proceeds from sales of subsidiaries, net of cash and cash equivalents disposed		—			740
Payments for acquisitions of investments accounted for using the equity method		—			(23,826	)
Payments for acquisitions of other financial assets		(488,631	)		(527,334	)
Proceeds from sales and redemptions of other financial assets		534,693			488,642

Net cash used in investing activities		(376,056	)		(678,060	)
Cash flows from financing activities:
Proceeds from short-term financing liabilities		7,487,724			9,127,333
Repayments of short-term financing liabilities		(7,960,144	)		(8,684,799	)
Proceeds from long-term financing liabilities		2,002,823			971,067
Repayments of long-term financing liabilities		(1,761,561	)		(2,382,190	)
Dividends paid to owners of the parent		(188,402	)		(213,475	)
Dividends paid to non-controlling interests		(53,813	)		(51,376	)
Purchases and sales of treasury stock, net		(62,180	)		(156,622	)
Repayments of lease liabilities		(80,165	)		(78,297	)

Net cash used in financing activities		(615,718	)		(1,468,359	)
Effect of exchange rate changes on cash and cash equivalents		229,063			145,480

Net change in cash and cash equivalents		916,911			128,083
Cash and cash equivalents at beginning of year		2,758,020			3,674,931

Cash and cash equivalents at end of year		3,674,931			3,803,014

—9—

[5] Assumptions for Going Concern

None

—10—

[6] Notes to Consolidated Financial Statements

[A] Segment Information

Based on Honda’s organizational structure and characteristics of products and services, Honda discloses segment information in four categories: Reportable segments of Motorcycle business, Automobile business and Financial services business, and other segments that are not reportable. The other segments are combined and disclosed in Power product and other businesses. Segment information is based on the components of Honda for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The accounting policies used for segment information are consistent with the accounting policies used in the Company’s consolidated financial statements.

Principal products and services, and functions of each segment are as follows:


Segment	Principal products and services	Functions
Motorcycle Business	Motorcycles, all-terrain vehicles (ATVs), side-by-sides (SxS) and relevant parts	Research and development Manufacturing Sales and related services

Automobile Business	Automobiles and relevant parts	Research and development Manufacturing Sales and related services

Financial Services Business	Financial services	Retail loan and lease related to Honda products Others

Power Product and Other Businesses*	Power products and relevant parts, and others	Research and development Manufacturing Sales and related services Others

Explanatory note:

*	Life creation business has been renamed Power product business as a result of organizational changes effective April 1, 2022.

Segment information based on products and services

As of and for the year ended March 31, 2022


	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Power Product and Other Businesses			Segment Total		Reconciling Items			Consolidated
Sales revenue:
External customers		2,185,253		9,147,498		2,820,667		399,278			14,552,696		—			14,552,696
Intersegment		—		213,095		2,656		22,480			238,231		(238,231	)		—

Total		2,185,253		9,360,593		2,823,323		421,758			14,790,927		(238,231	)		14,552,696

Segment profit (loss)		311,492		236,207		333,032		(9,499	)		871,232		—			871,232

Segment assets		1,448,926		9,563,553		11,318,756		475,124			22,806,359		1,166,794			23,973,153
Depreciation and amortization		65,423		510,755		883,712		17,018			1,476,908		—			1,476,908
Capital expenditures		49,203		410,169		2,028,700		15,748			2,503,820		—			2,503,820

As of and for the year ended March 31, 2023

Yen (millions)

Motorcycle
Business

Automobile
Business

Financial
Services
Business

Power Product
and Other
Businesses

Segment
Total

Reconciling
Items

Consolidated

Sales revenue:

External customers

2,908,983

10,593,519

2,954,098

451,125

16,907,725

—

16,907,725

Intersegment

—

188,198

2,046

25,307

215,551

(215,551

)

—

Total

2,908,983

10,781,717

2,956,144

476,432

17,123,276

(215,551

)

16,907,725

Segment profit (loss)

488,709

42,000

285,857

22,832

839,398

—

839,398

Segment assets

1,580,521

10,069,036

11,197,017

480,166

23,326,740

1,343,327

24,670,067

Depreciation and amortization

65,746

600,617

908,942

21,571

1,596,876

—

1,596,876

Capital expenditures

59,101

613,351

1,546,683

14,386

2,233,521

—

2,233,521

Explanatory notes:

1.	Intersegment sales revenues are generally made at values that approximate arm’s-length prices.

Reconciling items include elimination of intersegment transactions and balances as well as unallocated corporate assets. Unallocated corporate assets, included in reconciling items as of March 31, 2022 and 2023 amounted to JPY 1,319,995 million and JPY 1,462,656 million, respectively, which consist primarily of the Company’s cash and cash equivalents and financial assets measured at fair value through other comprehensive income.

—11—

In addition to the disclosure required by IFRS, Honda provides the following supplemental information for the financial statements users:

Supplemental geographical information based on the location of the Company and its subsidiaries

As of and for the year ended March 31, 2022


	Yen (millions)
	Japan		North America		Europe		Asia		Other Regions		Total		Reconciling Items			Consolidated
Sales revenue:
External customers		2,354,532		7,618,932		602,695		3,393,323		583,214		14,552,696		—			14,552,696
Inter-geographic areas		2,004,754		471,255		98,516		662,124		9,925		3,246,574		(3,246,574	)		—

Total		4,359,286		8,090,187		701,211		4,055,447		593,139		17,799,270		(3,246,574	)		14,552,696

Operating profit (loss)		6,411		501,073		26,681		339,129		22,899		896,193		(24,961	)		871,232

Assets		5,318,033		12,983,779		597,473		3,803,877		619,998		23,323,160		649,993			23,973,153
Non-current assets other than financial instruments, deferred tax assets and net defined benefit assets		3,036,832		5,334,121		49,129		706,562		169,447		9,296,091		—			9,296,091

As of and for the year ended March 31, 2023

Yen (millions)

Japan

North
America

Europe

Asia

Other
Regions

Total

Reconciling
Items

Consolidated

Sales revenue:

External customers

2,409,584

8,939,259

675,728

4,068,234

814,920

16,907,725

—

16,907,725

Inter-geographic areas

2,138,418

476,993

27,990

789,603

4,695

3,437,699

(3,437,699

)

—

Total

4,548,002

9,416,252

703,718

4,857,837

819,615

20,345,424

(3,437,699

)

16,907,725

Operating profit (loss)

30,671

312,584

(2,556

)

408,728

58,935

808,362

31,036

839,398

Assets

5,306,084

13,467,383

648,614

3,771,171

690,904

23,884,156

785,911

24,670,067

Non-current assets other than financial instruments, deferred tax assets and net defined benefit assets

2,937,148

5,192,731

47,869

685,311

175,893

9,038,952

—

9,038,952

Explanatory notes:

1.	Major countries in each geographic area:


North America		United States, Canada, Mexico
Europe		United Kingdom, Germany, Belgium, Italy, France
Asia		Thailand, China, India, Vietnam, Malaysia
Other Regions		Brazil, Australia

2.	Sales revenues between geographic areas are generally made at values that approximate arm’s-length prices.

Reconciling items include elimination of inter-geographic transactions and balances as well as unallocated corporate assets. Unallocated corporate assets, included in reconciling items as of March 31, 2022 and 2023 amounted to JPY 1,319,995 million and JPY 1,462,656 million, respectively, which consist primarily of the Company’s cash and cash equivalents and financial assets measured at fair value through other comprehensive income.

—12—

[B] Information about per common share

Equity per share attributable to owners of the parent as of March 31, 2022 and 2023 are calculated based on the following information.


	2022		2023
Equity attributable to owners of the parent (millions of yen)		10,472,824		11,228,101
The number of shares outstanding at the end of the year (excluding treasury stock) (shares)		1,710,600,356		1,664,340,589
Equity per share attributable to owners of the parent (yen)		6,122.31		6,746.28

Earnings per share attributable to owners of the parent for the years ended March 31, 2022 and 2023 are calculated based on the following information. There were no significant potentially dilutive common shares outstanding for the years ended March 31, 2022 and 2023.


	2022		2023
Profit for the year attributable to owners of the parent (millions of yen)		707,067		695,267
Weighted average number of common shares outstanding, basic (shares)		1,719,961,835		1,696,307,115
Basic earnings per share attributable to owners of the parent (yen)		411.09		409.87

[C] Significant Subsequent Event

Acquisition of the Company’s Own Shares

The Board of Directors of the Company, at its meeting held on May 11, 2023, resolved that the Company will acquire its own shares pursuant to Article 459, Paragraph 1 of the Company Law and Article 36 of the Company’s Articles of Incorporation.

1.	Reason for acquisition of own shares

The Company will acquire its own shares for the purpose, among others, of improving efficiency of its capital structure and implementing a flexible capital strategy.

2.	Details of the acquisition

(1)

Class of shares to be acquired:

Shares of common stock

(2)

Total number of shares to be acquired:

Up to 64,000,000 shares (3.8 % of total number of issued shares (excluding treasury stock))

(3)

Total amount of shares to be acquired:

Up to 200,000 million yen

(4)

Period of acquisition:

Starting on May 12, 2023 and ending on March 31, 2024

(5)

Method of acquisition:

Market purchases on the Tokyo Stock Exchange

Purchases through the Tokyo Stock Exchange Trading Network Off-Auction Own Share Repurchase Trading System (ToSTNeT-3)

Market purchases based on a discretionary trading contract regarding acquisition of own shares

—13—

[D] Other

Loss related to airbag inflators

Honda has been conducting market-based measures in relation to airbag inflators. Honda recognizes a provision for specific warranty costs when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. There is a possibility that Honda will need to recognize additional provisions when new evidence related to the product recalls arise, however, it is not possible for Honda to reasonably estimate the amount and timing of potential future losses as of the date of this report.

—14—

[Translation]

May 11, 2023

To:	Shareholders of Honda Motor Co., Ltd.

From:

Honda Motor Co., Ltd.

1-1, Minami-Aoyama 2-chome,

Minato-ku, Tokyo, 107-8556

Toshihiro Mibe

Director, President and Representative Executive Officer

Notice Concerning Acquisition of the Company’s Own Shares

(Acquisition of the Company’s own shares pursuant to the Articles of Incorporation of the Company

in accordance with Article 459, Paragraph 1 of the Company Law)

The Board of Directors of Honda Motor Co., Ltd. (the “Company”), at its meeting held on May 11, 2023, resolved that the Company will acquire its own shares pursuant to Article 459, Paragraph 1 of the Company Law and Article 36 of the Company’s Articles of Incorporation.

Particulars

1.	Reason for acquisition of own shares

The Company will acquire its own shares for the purpose, among others, of improving efficiency of its capital structure and implementing a flexible capital strategy.

2.	Details of the acquisition

(1)

Class of shares to be acquired:

Shares of common stock

(2)

Total number of shares to be acquired:

Up to 64,000,000 shares (3.8 % of total number of issued shares (excluding treasury stock))

(3)

Total amount of shares to be acquired:

Up to 200 billion yen

(4)

Period of acquisition:

Starting on May 12, 2023 and ending on March 31, 2024

(5)

Method of acquisition:

Market purchases on the Tokyo Stock Exchange

Purchases through the Tokyo Stock Exchange Trading Network Off-Auction Own Share Repurchase Trading System (ToSTNeT-3)

Market purchases based on a discretionary trading contract regarding acquisition of own shares

Reference:

The Company’s treasury stock held as of March 31, 2023


		Total number of issued shares (excluding treasury stock):		1,664,340,589 shares
		Total number of treasury stock:		147,087,841 shares

[Translation]

May 11, 2023

To:	Shareholders of Honda Motor Co., Ltd.

From:

Honda Motor Co., Ltd.

1-1, Minami-Aoyama 2-chome,

Minato-ku, Tokyo, 107-8556

Toshihiro Mibe

Director, President and Representative Executive Officer

Announcement Regarding the Signing of a Joint Venture Agreement with

GS Yuasa for collaboration in Lithium-ion Battery

Honda Motor Co., Ltd. (“Honda”) today announced that it has signed a joint venture agreement with GS Yuasa International Ltd. (“GS Yuasa”) to establish a new company that will research and develop lithium-ion batteries and strive to establish a highly-efficient production system for its batteries. For details, please see the attached press release.

This transaction is not anticipated to have a material impact on Honda’s consolidated financial results for the fiscal year ending March 31, 2024.

- End -

News Release

May 11, 2023

Honda Motor Co., Ltd.

GS Yuasa International Ltd.

Honda and GS Yuasa Sign Joint Venture Agreement To Establish New Company,

Honda • GS Yuasa EV Battery R&D Co., Ltd.

TOKYO, Japan, May 11, 2023 – Honda Motor Co., Ltd. (Honda) and GS Yuasa International Ltd. (GS Yuasa) today announced that they have signed a joint venture agreement toward the establishment of a new company. As announced on January 23, 2023 with a joint press release titled, “Honda and GS Yuasa Reach Basic Agreement Toward Collaboration for a High-capacity, High-output Lithium-ion Battery,” the two companies have been discussing specifics for collaboration on high-capacity, high-output lithium-ion batteries, mainly for EVs.

To address the rapidly growing demand for batteries, the new joint venture company, which will be named Honda • GS Yuasa EV Battery R&D Co., Ltd., will research and develop lithium-ion batteries and battery production methods that will be highly competitive at a global level. Moreover, the new company will strive to establish a supply chain for key raw materials and a highly-efficient production system for its batteries.

The new company is scheduled to be established and begin operation before the end of 2023. The establishment of the new company and the start of its operation are subject to the approvals of the relevant authorities.

∎	Comments by Koichi Yamamoto, Representative Director and President (to be) of Honda • GS Yuasa EV Battery R&D Co., Ltd.

“We are very pleased that Honda and GS Yuasa have reached a joint venture agreement, which will become a new milestone in our pursuit of the realization of carbon neutrality, which is a goal shared by the two companies. The new company will fully leverage the strengths of the two companies and establish a strong presence in the rapidly expanding battery market.”

∎	About the new company (plan)


Company name:	Honda • GS Yuasa EV Battery R&D Co., Ltd.
Head office location:	1, Inobanba-cho, Nishinosho, Kisshoin, Minami-ku, Kyoto, Japan
Capital:	Amount of capital at establishment:	2 billion yen
	Amount of capital reserve at establishment:	2 billion yen
Capital contribution ratio:	50% Honda Motor Co., Ltd.
	50% GS Yuasa International Ltd.
Directors:	Koichi Yamamoto, Representative Director and President (from Honda)
	Masaaki Hosokawa, Representative Director and Vice President (from GS Yuasa)

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