Form 6-K

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

6-K 1 d379555d6k.htm FORM 6-K Form 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 AUGUST 2022

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 first quarter ended June 30, 2022.

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)

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: August 10, 2022

August 10, 2022

HONDA MOTOR CO., LTD. REPORTS

CONSOLIDATED FINANCIAL RESULTS

FOR THE FISCAL FIRST QUARTER

ENDED JUNE 30, 2022

Tokyo, August 10, 2022 — Honda Motor Co., Ltd. today announced its consolidated financial results for the fiscal first quarter ended June 30, 2022.

—1—

[1] Condensed Consolidated Statements of Financial Position

March 31, 2022 and June 30, 2022


	Yen (millions)
	Mar. 31, 2022			Jun. 30, 2022
Assets
Current assets:
Cash and cash equivalents		3,674,931			3,630,125
Trade receivables		896,768			856,082
Receivables from financial services		1,694,113			1,819,471
Other financial assets		217,743			375,868
Inventories		1,918,548			2,093,218
Other current assets		439,322			476,453

Total current assets		8,841,425			9,251,217

Non-current assets:
Investments accounted for using the equity method		967,404			1,030,833
Receivables from financial services		3,740,383			3,983,381
Other financial assets		819,654			914,182
Equipment on operating leases		5,159,129			5,343,909
Property, plant and equipment		3,079,407			3,220,232
Intangible assets		849,507			874,910
Deferred tax assets		91,592			93,415
Other non-current assets		424,652			442,599

Total non-current assets		15,131,728			15,903,461

Total assets		23,973,153			25,154,678

Liabilities and Equity
Current liabilities:
Trade payables		1,236,233			1,173,061
Financing liabilities		3,118,304			3,272,272
Accrued expenses		375,601			329,559
Other financial liabilities		236,900			378,423
Income taxes payable		96,116			149,646
Provisions		268,388			287,788
Other current liabilities		672,857			706,889

Total current liabilities		6,004,399			6,297,638

Non-current liabilities:
Financing liabilities		4,984,252			5,017,359
Other financial liabilities		282,083			279,751
Retirement benefit liabilities		282,054			305,125
Provisions		253,625			265,918
Deferred tax liabilities		990,754			1,073,367
Other non-current liabilities		403,440			426,890

Total non-current liabilities		7,196,208			7,368,410

Total liabilities		13,200,607			13,666,048

Equity:
Common stock		86,067			86,067
Capital surplus		185,495			185,328
Treasury stock		(328,309	)		(328,048	)
Retained earnings		9,539,133			9,577,035
Other components of equity		990,438			1,682,330

Equity attributable to owners of the parent		10,472,824			11,202,712
Non-controlling interests		299,722			285,918

Total equity		10,772,546			11,488,630

Total liabilities and equity		23,973,153			25,154,678

—2—

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

Condensed Consolidated Statements of Income

For the three months ended June 30, 2021 and 2022


	Yen (millions)
	Three months ended Jun. 30, 2021			Three months ended Jun. 30, 2022
Sales revenue		3,583,870			3,829,550
Operating costs and expenses:
Cost of sales		(2,846,420	)		(3,064,170	)
Selling, general and administrative		(317,014	)		(361,573	)
Research and development		(177,226	)		(181,591	)

Total operating costs and expenses		(3,340,660	)		(3,607,334	)

Operating profit		243,210			222,216

Share of profit of investments accounted for using the equity method		55,931			22,609
Finance income and finance costs:
Interest income		5,200			9,132
Interest expense		(2,925	)		(7,427	)
Other, net		9,944			(9,126	)

Total finance income and finance costs		12,219			(7,421	)

Profit before income taxes		311,360			237,404
Income tax expense		(73,640	)		(73,824	)

Profit for the period		237,720			163,580

Profit for the period attributable to:
Owners of the parent		222,512			149,219
Non-controlling interests		15,208			14,361

	Yen
Earnings per share attributable to owners of the parent
Basic and diluted		128.87			87.23

—3—

Condensed Consolidated Statements of Comprehensive Income

For the three months ended June 30, 2021 and 2022


	Yen (millions)
	Three months ended Jun. 30, 2021		Three months ended Jun. 30, 2022
Profit for the period		237,720		163,580
Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans		—		(3	)
Net changes in revaluation of financial assets measured at fair value through other comprehensive income		62,582		12,432
Share of other comprehensive income of investments accounted for using the equity method		948		(444	)
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		30		(336	)
Exchange differences on translating foreign operations		29,310		648,946
Share of other comprehensive income of investments accounted for using the equity method		19,308		46,556

Total other comprehensive income, net of tax		112,178		707,151

Comprehensive income for the period		349,898		870,731

Comprehensive income for the period attributable to:
Owners of the parent		336,272		841,050
Non-controlling interests		13,626		29,681

—4—

[3] Condensed Consolidated Statements of Changes in Equity

For the three months ended June 30, 2021


	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 period
Profit for the period										222,512					222,512			15,208			237,720
Other comprehensive income, net of tax													113,760		113,760			(1,582	)		112,178

Total comprehensive income for the period										222,512			113,760		336,272			13,626			349,898
Reclassification to retained earnings										(92	)		92		—						—
Transactions with owners and other
Dividends paid										(93,272	)				(93,272	)		(25,338	)		(118,610	)
Purchases of treasury stock							(2	)							(2	)					(2	)
Disposal of treasury stock							392								392						392
Share-based payment transactions				(298	)										(298	)					(298	)

Total transactions with owners and other				(298	)		390			(93,272	)				(93,180	)		(25,338	)		(118,518	)

Balance as of June 30, 2021		86,067		171,751			(273,396	)		9,030,414			310,562		9,325,398			278,821			9,604,219

For the three months ended June 30, 2022

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

Balance as of April 1, 2022

86,067

185,495

(328,309

)

9,539,133

990,438

10,472,824

299,722

10,772,546

Comprehensive income for the period

Profit for the period

149,219

14,361

163,580

Other comprehensive income, net of tax

691,831

15,320

707,151

Total comprehensive income for the period

149,219

691,831

841,050

29,681

870,731

Reclassification to retained earnings

(61

)

—

Transactions with owners and other

Dividends paid

(111,256

)

(111,256

)

(43,485

)

(154,741

)

Purchases of treasury stock

)

Disposal of treasury stock

263

Share-based payment transactions

(167

)

(167

)

(167

)

Total transactions with owners and other

(167

)

261

(111,256

)

(111,162

)

(43,485

)

(154,647

)

Balance as of June 30, 2022

86,067

185,328

(328,048

)

9,577,035

1,682,330

11,202,712

285,918

11,488,630

—5—

[4] Condensed Consolidated Statements of Cash Flows

For the three months ended June 30, 2021 and 2022


	Yen (millions)
	Three months ended Jun. 30, 2021			Three months ended Jun. 30, 2022
Cash flows from operating activities:
Profit before income taxes		311,360			237,404
Depreciation, amortization and impairment losses excluding equipment on operating leases		151,291			161,431
Share of profit of investments accounted for using the equity method		(55,931	)		(22,609	)
Finance income and finance costs, net		(2,066	)		(21,458	)
Interest income and interest costs from financial services, net		(38,508	)		(38,856	)
Changes in assets and liabilities
Trade receivables		101,500			83,139
Inventories		(178,826	)		(23,038	)
Trade payables		(67,565	)		(149,024	)
Accrued expenses		(88,578	)		(78,094	)
Provisions and retirement benefit liabilities		(36,215	)		4,744
Receivables from financial services		21,798			172,869
Equipment on operating leases		(92,131	)		263,933
Other assets and liabilities		(26,033	)		17,333
Other, net		(439	)		(7,912	)
Dividends received		21,961			27,711
Interest received		59,109			66,809
Interest paid		(19,586	)		(22,396	)
Income taxes paid, net of refunds		(53,888	)		(53,859	)

Net cash provided by operating activities		7,253			618,127
Cash flows from investing activities:
Payments for additions to property, plant and equipment		(80,310	)		(96,990	)
Payments for additions to and internally developed intangible assets		(41,026	)		(38,701	)
Proceeds from sales of property, plant and equipment and intangible assets		4,749			4,496
Payments for acquisitions of other financial assets		(125,511	)		(176,502	)
Proceeds from sales and redemptions of other financial assets		113,382			29,412

Net cash used in investing activities		(128,716	)		(278,285	)
Cash flows from financing activities:
Proceeds from short-term financing liabilities		2,197,816			2,047,921
Repayments of short-term financing liabilities		(2,157,665	)		(1,969,719	)
Proceeds from long-term financing liabilities		289,144			93,871
Repayments of long-term financing liabilities		(348,005	)		(642,236	)
Dividends paid to owners of the parent		(93,272	)		(111,256	)
Dividends paid to non-controlling interests		(10,879	)		(7,432	)
Purchases and sales of treasury stock, net		390			261
Repayments of lease liabilities		(18,428	)		(20,756	)

Net cash used in financing activities		(140,899	)		(609,346	)
Effect of exchange rate changes on cash and cash equivalents		7,796			224,698

Net change in cash and cash equivalents		(254,566	)		(44,806	)
Cash and cash equivalents at beginning of year		2,758,020			3,674,931

Cash and cash equivalents at end of period		2,503,454			3,630,125

—6—

[5] Assumptions for Going Concern

None

[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 condensed consolidated interim 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 three months ended June 30, 2021


	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Power Product and Other Businesses			Segment Total		Reconciling Items			Consolidated
Sales revenue:
External customers		518,203		2,206,436		766,572		92,659			3,583,870		—			3,583,870
Intersegment		—		46,018		926		6,588			53,532		(53,532	)		—

Total		518,203		2,252,454		767,498		99,247			3,637,402		(53,532	)		3,583,870

Segment profit (loss)		80,695		70,689		92,217		(391	)		243,210		—			243,210

Segment assets		1,495,553		8,790,998		10,862,394		382,318			21,531,263		451,573			21,982,836
Depreciation and amortization		17,205		128,726		219,269		4,160			369,360		—			369,360
Capital expenditures		7,765		89,142		685,033		2,584			784,524		—			784,524

As of and for the three months ended June 30, 2022

Yen (millions)

Motorcycle
Business

Automobile
Business

Financial
Services
Business

Power Product
and Other
Businesses

Segment
Total

Reconciling
Items

Consolidated

Sales revenue:

External customers

676,050

2,291,485

749,384

112,631

3,829,550

—

3,829,550

Intersegment

—

36,686

679

6,406

43,771

(43,771

)

—

Total

676,050

2,328,171

750,063

119,037

3,873,321

(43,771

)

3,829,550

Segment profit (loss)

97,829

38,262

78,801

7,324

222,216

—

222,216

Segment assets

1,574,093

10,096,425

11,942,441

487,319

24,100,278

1,054,400

25,154,678

Depreciation and amortization

16,596

138,316

232,464

4,836

392,212

—

392,212

Capital expenditures

8,568

139,807

328,625

3,130

480,130

—

480,130

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 June 30, 2021 and 2022 amounted to JPY 608,628 million and JPY 1,194,255 million, respectively, which consist primarily of the Company’s cash and cash equivalents and financial assets measured at fair value through other comprehensive income.

—7—

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 three months ended June 30, 2021


	Yen (millions)
	Japan		North America		Europe		Asia		Other Regions		Total		Reconciling Items			Consolidated
Sales revenue:
External customers		563,459		1,985,752		170,243		729,495		134,921		3,583,870		—			3,583,870
Inter-geographic areas		512,392		121,977		54,005		147,788		1,869		838,031		(838,031	)		—

Total		1,075,851		2,107,729		224,248		877,283		136,790		4,421,901		(838,031	)		3,583,870

Operating profit (loss)		1,729		153,368		9,999		81,435		2,614		249,145		(5,935	)		243,210

Assets		5,239,404		12,268,704		629,568		3,370,027		535,839		22,043,542		(60,706	)		21,982,836
Non-current assets other than financial instruments, deferred tax assets and net defined benefit assets		3,028,127		5,132,967		59,113		653,655		134,394		9,008,256		—			9,008,256

As of and for the three months ended June 30, 2022

Yen (millions)

Japan

North
America

Europe

Asia

Other
Regions

Total

Reconciling
Items

Consolidated

Sales revenue:

External customers

535,030

2,032,653

160,736

901,008

200,123

3,829,550

—

3,829,550

Inter-geographic areas

481,226

111,891

6,840

167,796

466

768,219

(768,219

)

—

Total

1,016,256

2,144,544

167,576

1,068,804

200,589

4,597,769

(768,219

)

3,829,550

Operating profit (loss)

24,744

91,018

3,416

86,474

13,774

219,426

2,790

222,216

Assets

5,347,914

14,047,723

587,489

4,026,023

648,627

24,657,776

496,902

25,154,678

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

2,981,149

5,724,001

49,368

735,240

177,733

9,667,491

—

9,667,491

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 June 30, 2021 and 2022 amounted to JPY 608,628 million and JPY 1,194,255 million, respectively, which consist primarily of the Company’s cash and cash equivalents and financial assets measured at fair value through other comprehensive income.

—8—

[B] Subsequent Event

Acquisition of the Company’s Own Shares

The Board of Directors of the Company, at its meeting held on August 10, 2022, 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 32,000,000 shares (1.9 % of total number of issued shares (excluding treasury stock))

(3)	Total amount of shares to be acquired:

Up to 100,000 million yen

(4)	Period of acquisition:

Starting on August 12, 2022 and ending on March 31, 2023

(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

[C] 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.

—9—

[7] Forecast for the Fiscal Year Ending March 31, 2023


	FY 2022 results		FY 2023 forecasts		Difference compared to FY 2022 results
Sales revenue (billions of yen)		14,552.6		16,750.0		+ 2,197.4
Operating profit (billions of yen)		871.2		830.0		- 41.2
Profit before income taxes (billions of yen)		1,070.1		1,040.0		- 30.1
Profit for the year (billions of yen)		760.7		765.0		+ 4.3
Profit for the year attributable to owners of the parent (billions of yen)		707.0		710.0		+ 3.0
Earnings per share attributable to owners of the parent
Basic and diluted (yen)		411.09		417.13		+ 6.04

[8] Dividend per Share of Common Stock


	FY 2022 results		FY 2023 forecasts
Interim dividend (yen)		55.00		60.00
Year-end dividend (yen)		65.00		60.00
Total annual dividend (yen)		120.00		120.00

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.

—10—

[Translation]

August 10, 2022


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 August 10, 2022, 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 32,000,000 shares (1.9 % of total number of issued shares (excluding treasury stock))

(3)

Total amount of shares to be acquired:

Up to 100 billion yen

(4)

Period of acquisition:

Starting on August 12, 2022 and ending on March 31, 2023

(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 June 30, 2022

Total number of issued shares (excluding treasury stock):

1,710,678,521 shares

Total number of treasury stock:

100,749,909 shares