Table of Contents

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 2024

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): ☐

 

 

 


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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/ Sumihiro Takahashi

Sumihiro Takahashi
General Manager
Finance Division
Honda Motor Co., Ltd.

Date: May 10, 2024


Table of Contents

May 10, 2024

HONDA MOTOR CO., LTD. REPORTS

CONSOLIDATED FINANCIAL RESULTS

FOR THE FISCAL YEAR ENDED MARCH 31, 2024

Tokyo, May 10, 2024 — Honda Motor Co., Ltd. today announced its consolidated financial results for the fiscal year ended March 31, 2024.

Fiscal Year Results

Honda’s consolidated sales revenue for the fiscal year ended March 31, 2024 increased by 20.8%, to JPY 20,428.8 billion from the fiscal year ended March 31, 2023, due mainly to increased sales revenue in Automobile business as well as positive foreign currency translation effects. Operating profit increased by 77.0%, to JPY 1,381.9 billion from the previous fiscal year, due mainly to an increase in profit attributable to price and cost impacts as well as sales impacts, which was partially offset by increased expenses. Profit before income taxes increased by 86.7%, to JPY 1,642.3 billion from the previous fiscal year. Profit for the year attributable to owners of the parent increased by 70.0%, to JPY 1,107.1 billion from the previous fiscal year.

Earnings per share attributable to owners of the parent for the year amounted to JPY 225.88, an increase of JPY 97.87 from the previous fiscal year. One Honda American Depository Share represents one common share.

Note: As of the effective date of October 1, 2023, the Company implemented a three-for-one stock split of its common stock to shareholders as of the record date of September 30, 2023. Earnings per share attributable to owners of the parent are calculated based on the assumption that the stock split had been implemented at the beginning of the year ended March 31, 2023.

 

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Table of Contents

Consolidated Statements of Financial Position for the Fiscal Year Ended March 31, 2024

Total assets increased by JPY 5,104.0 billion, to JPY 29,774.1 billion from March 31, 2023 due mainly to an increase in receivables from financial services, cash and cash equivalents as well as positive foreign currency translation effects. Total liabilities increased by JPY 3,600.5 billion, to JPY 16,768.2 billion from March 31, 2023 due mainly to increased financing liabilities as well as positive foreign currency translation effects. Total equity increased by JPY 1,503.5 billion, to JPY 13,005.8 billion from March 31, 2023 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, 2024

Consolidated cash and cash equivalents on March 31, 2024 increased by JPY 1,151.5 billion from March 31, 2023, to JPY 4,954.5 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 747.2 billion of cash inflows. Cash inflows from operating activities decreased by JPY 1,381.7 billion compared with the previous fiscal year, due mainly to an increase in payments for parts and raw materials as well as in receivables from financial services, which was partially offset by increased cash received from customers.

Net cash used in investing activities amounted to JPY 867.2 billion of cash outflows. Cash outflows from investing activities increased by JPY 189.2 billion compared with the previous fiscal year, due mainly to increased payments for acquisitions of investments accounted for using the equity method.

Net cash provided by financing activities amounted to JPY 918.6 billion of cash inflows. Cash inflows from financing activities increased by JPY 2,387.0 billion compared with the previous fiscal year, due mainly to increased proceeds from financing liabilities.

 

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Forecasts for the Fiscal Year Ending March 31, 2025

In regard to the forecasts of the financial results for the fiscal year ending March 31, 2025, Honda projects consolidated results to be as shown below:

Fiscal year ending March 31, 2025

 

     Yen (billions)      Changes from FY 2024  

Sales revenue

     20,300.0        - 0.6

Operating profit

     1,420.0        + 2.8

Profit before income taxes

     1,500.0        - 8.7

Profit for the year

     1,070.0        - 9.5

Profit for the year attributable to owners of the parent

     1,000.0        - 9.7
     Yen         

Earnings per share attributable to owners of the parent

     

Basic and diluted

     210.23     

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 140 for the full year ending March 31, 2025.

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, 2025 from the previous year are as follows.

 

     Yen (billions)  

Sales impacts

     - 71.0  

Price and cost impacts

     + 502.0  

Expenses

     - 71.0  

R&D expenses

     - 121.0  

Currency effect

     - 201.0  
  

 

 

 

Operating profit compared with fiscal year ended March 31, 2024

     + 38.0  
  

 

 

 

Profit of equity method

     - 100.8  

Other

     - 79.5  
  

 

 

 

Profit before income taxes compared with fiscal year ended March 31, 2024

     - 142.3  
  

 

 

 

 

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Dividend per Share of Common Stock

 

     Yen  
     FY 2023 results      FY 2024 results      FY 2025 forecasts  

Interim dividend

     60.00        87.00        34.00  

Year-end dividend

     60.00        39.00        34.00  

Total annual dividend

     120.00        —         68.00  

Explanatory note:

As of the effective date of October 1, 2023, the Company implemented a three-for-one stock split of its common stock to shareholders as of the record date of September 30, 2023. The year-end dividend per share for the fiscal year ended March 31, 2024 is based on the number of shares after the stock split and the total annual dividend is disclosed as “ — ”. Based on the number of shares prior to the stock split, the year-end dividend and the total annual dividend for the fiscal year ended March 31, 2024 are expected to be JPY 117.00 per share and JPY 204.00 per share, respectively.

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.

 

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Table of Contents

[1] Consolidated Statements of Financial Position

March 31, 2023 and 2024

 

     Yen (millions)  
     Mar. 31, 2023     Mar. 31, 2024  

Assets

    

Current assets:

    

Cash and cash equivalents

     3,803,014       4,954,565  

Trade receivables

     1,060,271       1,240,090  

Receivables from financial services

     1,899,493       2,558,594  

Other financial assets

     263,892       229,583  

Inventories

     2,167,184       2,442,969  

Other current assets

     384,494       446,763  
  

 

 

   

 

 

 

Total current assets

     9,578,348       11,872,564  
  

 

 

   

 

 

 

Non-current assets:

    

Investments accounted for using the equity method

     915,946       1,206,968  

Receivables from financial services

     3,995,259       5,616,676  

Other financial assets

     855,070       968,142  

Equipment on operating leases

     4,726,292       5,202,768  

Property, plant and equipment

     3,168,109       3,234,413  

Intangible assets

     870,900       999,689  

Deferred tax assets

     105,792       170,856  

Other non-current assets

     454,351       502,074  
  

 

 

   

 

 

 

Total non-current assets

     15,091,719       17,901,586  
  

 

 

   

 

 

 

Total assets

     24,670,067       29,774,150  
  

 

 

   

 

 

 

Liabilities and Equity

    

Current liabilities:

    

Trade payables

     1,426,333       1,609,836  

Financing liabilities

     3,291,195       4,105,590  

Accrued expenses

     419,570       638,319  

Other financial liabilities

             324,110               340,858  

Income taxes payable

     86,252       157,410  

Provisions

     362,701       566,722  

Other current liabilities

     741,963       904,757  
  

 

 

   

 

 

 

Total current liabilities

     6,652,124       8,323,492  
  

 

 

   

 

 

 

Non-current liabilities:

    

Financing liabilities

     4,373,973       6,057,967  

Other financial liabilities

     288,736       316,919  

Retirement benefit liabilities

     255,852       284,844  

Provisions

     270,169       385,001  

Deferred tax liabilities

     877,300       855,067  

Other non-current liabilities

     449,622       544,988  
  

 

 

   

 

 

 

Total non-current liabilities

     6,515,652       8,444,786  
  

 

 

   

 

 

 

Total liabilities

     13,167,776       16,768,278  
  

 

 

   

 

 

 

Equity:

    

Common stock

     86,067       86,067  

Capital surplus

     185,589       205,073  

Treasury stock

     (484,931     (550,808

Retained earnings

     9,980,128       10,644,213  

Other components of equity

     1,417,397       2,312,450  
  

 

 

   

 

 

 

Equity attributable to owners of the parent

     11,184,250       12,696,995  

Non-controlling interests

     318,041       308,877  
  

 

 

   

 

 

 

Total equity

     11,502,291       13,005,872  
  

 

 

   

 

 

 

Total liabilities and equity

     24,670,067       29,774,150  
  

 

 

   

 

 

 

 

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Table of Contents

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

Consolidated Statements of Income

For the years ended March 31, 2023 and 2024

 

     Yen (millions)  
     Year ended
Mar. 31, 2023
    Year ended
Mar. 31, 2024
 

Sales revenue

     16,907,725       20,428,802  

Operating costs and expenses:

    

Cost of sales

     (13,576,133     (16,016,659

Selling, general and administrative

     (1,669,908     (2,106,539

Research and development

     (880,915     (923,627
  

 

 

   

 

 

 

Total operating costs and expenses

     (16,126,956     (19,046,825
  

 

 

   

 

 

 

Operating profit

     780,769       1,381,977  
  

 

 

   

 

 

 

Share of profit of investments accounted for using the equity method

     117,445       110,817  

Finance income and finance costs:

    

Interest income

              73,071                173,695  

Interest expense

     (36,112     (59,631

Other, net

     (55,608     35,526  
  

 

 

   

 

 

 

Total finance income and finance costs

     (18,649     149,590  
  

 

 

   

 

 

 

Profit before income taxes

     879,565       1,642,384  

Income tax expense

     (162,256     (459,794
  

 

 

   

 

 

 

Profit for the year

     717,309       1,182,590  
  

 

 

   

 

 

 

Profit for the year attributable to:

    

Owners of the parent

     651,416       1,107,174  

Non-controlling interests

     65,893       75,416  
     Yen  

Earnings per share attributable to owners of the parent

    

Basic and diluted

     128.01       225.88  

 

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Table of Contents

Consolidated Statements of Comprehensive Income

For the years ended March 31, 2023 and 2024

 

     Yen (millions)  
     Year ended
Mar. 31, 2023
    Year ended
Mar. 31, 2024
 

Profit for the year

     717,309       1,182,590  

Other comprehensive income, net of tax:

    

Items that will not be reclassified to profit or loss

    

Remeasurements of defined benefit plans

     3,350       (18,931

Net changes in revaluation of financial assets measured at fair value through other comprehensive income

     (18,465     (25,469

Share of other comprehensive income of investments accounted for using the equity method

     292       8,300  

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

     (474     56  

Exchange differences on translating foreign operations

             422,960               875,050  

Share of other comprehensive income of investments accounted for using the equity method

     30,429       54,353  
  

 

 

   

 

 

 

Total other comprehensive income, net of tax

     438,092       893,359  
  

 

 

   

 

 

 

Comprehensive income for the year

     1,155,401       2,075,949  
  

 

 

   

 

 

 

Comprehensive income for the year attributable to:

    

Owners of the parent

     1,081,429       1,981,448  

Non-controlling interests

     73,972       94,501  

 

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Table of Contents

[3] Consolidated Statements of Changes in Equity

For the years ended March 31, 2023 and 2024

 

    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 year

               

Profit for the year

          651,416         651,416       65,893       717,309  

Other comprehensive income, net of tax

            430,013       430,013       8,079       438,092  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income for the year

          651,416       430,013       1,081,429       73,972       1,155,401  

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     9,980,128       1,417,397       11,184,250       318,041       11,502,291  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income for the year

               

Profit for the year

          1,107,174         1,107,174       75,416       1,182,590  

Other comprehensive income, net of tax

            874,274       874,274       19,085       893,359  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income for the year

          1,107,174       874,274       1,981,448       94,501       2,075,949  

Reclassification to retained earnings

          (17,715     17,715       —          —   

Transactions with owners and other

               

Dividends paid

          (241,865       (241,865     (63,895     (305,760

Purchases of treasury stock

        (250,513         (250,513       (250,513

Disposal of treasury stock

        504           504         504  

Cancellation of treasury stock

      (623     184,132       (183,509       —          —   

Share-based payment transactions

      3             3         3  

Equity transactions and others

      20,104           3,064       23,168       (39,770     (16,602
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total transactions with owners and other

      19,484       (65,877     (425,374     3,064       (468,703     (103,665     (572,368
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of March 31, 2024

    86,067       205,073       (550,808     10,644,213       2,312,450       12,696,995       308,877       13,005,872  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

[4] Consolidated Statements of Cash Flows

For the years ended March 31, 2023 and 2024

 

     Yen (millions)  
     Year ended
Mar. 31, 2023
    Year ended
Mar. 31, 2024
 

Cash flows from operating activities:

    

Profit before income taxes

     879,565       1,642,384  

Depreciation, amortization and impairment losses excluding equipment on operating leases

     721,630       794,366  

Share of profit of investments accounted for using the equity method

     (117,445     (110,817

Finance income and finance costs, net

     (71,661     (141,250

Interest income and interest costs from financial services, net

     (146,461     (152,041

Changes in assets and liabilities

    

Trade receivables

     (155,924     (138,323

Inventories

     (171,467     (67,833

Trade payables

     105,272       36,516  

Accrued expenses

     42,122       157,582  

Provisions and retirement benefit liabilities

     90,880       263,593  

Receivables from financial services

     (41,480     (1,454,357

Equipment on operating leases

     768,070       12,661  

Other assets and liabilities

     218,369       58,325  

Other, net

     (1,222     (48,219

Dividends received

     244,902       158,092  

Interest received

     324,234       560,709  

Interest paid

     (159,020     (283,447

Income taxes paid, net of refunds

     (401,342     (540,663
  

 

 

   

 

 

 

Net cash provided by operating activities

     2,129,022       747,278  

Cash flows from investing activities:

    

Payments for additions to property, plant and equipment

     (475,048     (348,680

Payments for additions to and internally developed intangible assets

     (157,440     (259,985

Proceeds from sales of property, plant and equipment and intangible assets

     16,206       14,418  

Proceeds from sales of subsidiaries, net of cash and cash equivalents disposed of

     740       (18,544

Payments for acquisitions of investments accounted for using the equity method

     (23,826     (173,767

Payments for acquisitions of other financial assets

     (527,334     (282,076

Proceeds from sales and redemptions of other financial assets

             488,642                201,367  
  

 

 

   

 

 

 

Net cash used in investing activities

     (678,060     (867,267

Cash flows from financing activities:

    

Proceeds from short-term financing liabilities

     9,127,333       10,020,736  

Repayments of short-term financing liabilities

     (8,684,799     (10,045,118

Proceeds from long-term financing liabilities

     971,067       3,654,964  

Repayments of long-term financing liabilities

     (2,382,190     (2,056,083

Dividends paid to owners of the parent

     (213,475     (241,865

Dividends paid to non-controlling interests

     (51,376     (66,855

Purchases and sales of treasury stock, net

     (156,622     (250,009

Repayments of lease liabilities

     (78,297     (80,513

Other, net

     —        (16,611
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     (1,468,359     918,646  

Effect of exchange rate changes on cash and cash equivalents

     145,480       352,894  
  

 

 

   

 

 

 

Net change in cash and cash equivalents

     128,083       1,151,551  

Cash and cash equivalents at beginning of year

     3,674,931       3,803,014  
  

 

 

   

 

 

 

Cash and cash equivalents at end of year

     3,803,014       4,954,565  
  

 

 

   

 

 

 

 

—9—


Table of Contents

[5] Assumptions for Going Concern

None

 

—10—


Table of Contents

[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 products 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 Products and Other Businesses

  Power products and relevant parts, and others  

Research and development

Manufacturing
Sales and related services

Others

Segment information based on products and services

As of and for the year ended March 31, 2023

 

     Yen (millions)  
     Motorcycle
Business
     Automobile
Business
    Financial
Services
Business
     Power Products
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        (16,629     285,857        22,832        780,769        —        780,769  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Segment assets

     1,580,521        10,082,519       11,197,017        480,166        23,340,223        1,329,844       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  

As of and for the year ended March 31, 2024

 

     Yen (millions)  
     Motorcycle
Business
     Automobile
Business
     Financial
Services
Business
     Power Products
and Other
Businesses
    Segment
Total
     Reconciling
Items
    Consolidated  

Sales revenue:

                  

External customers

     3,220,168        13,567,565        3,248,808        392,261       20,428,802        —        20,428,802  

Intersegment

     —         223,950        2,976        30,068       256,994        (256,994     —   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total

     3,220,168        13,791,515        3,251,784        422,329       20,685,796        (256,994     20,428,802  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

     556,232        560,649        273,978        (8,882     1,381,977        —        1,381,977  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Segment assets

     2,047,270        11,690,446        14,118,371        585,301       28,441,388        1,332,762       29,774,150  

Depreciation and amortization

     72,590        655,250        834,246        17,400       1,579,486        —        1,579,486  

Capital expenditures

     74,006        598,475        2,451,930        16,768       3,141,179        —        3,141,179  

Explanatory notes:

 

1.

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

2.

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, 2023 and 2024 amounted to JPY 1,462,656 million and JPY 1,573,834 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—


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[B] Information about per common share

Equity per share attributable to owners of the parent as of March 31, 2023 and 2024 are calculated based on the following information.

 

     2023      2024  

Equity attributable to owners of the parent (millions of yen)

     11,184,250        12,696,995  

The number of shares outstanding at the end of the year (excluding treasury stock) (shares)

     4,993,021,767        4,828,907,376  

Equity per share attributable to owners of the parent (yen)

     2,239.98        2,629.37  

Explanatory note:

 

*

As of the effective date of October 1, 2023, the Company implemented a three-for-one stock split of its common stock to shareholders as of the record date of September 30, 2023. Equity per share attributable to owners of the parent is calculated based on the assumption that the stock split had been implemented at the beginning of the year ended March 31, 2023.

Earnings per share attributable to owners of the parent for the years ended March 31, 2023 and 2024 are calculated based on the following information. There were no significant potentially dilutive common shares outstanding for the years ended March 31, 2023 and 2024.

 

     2023      2024  

Profit for the year attributable to owners of the parent (millions of yen)

     651,416        1,107,174  

Weighted average number of common shares outstanding, basic (shares)

     5,088,921,345        4,901,560,332  

Basic earnings per share attributable to owners of the parent (yen)

     128.01        225.88  

Explanatory note:

 

*

As of the effective date of October 1, 2023, the Company implemented a three-for-one stock split of its common stock to shareholders as of the record date of September 30, 2023. Basic earnings per share attributable to owners of the parent are calculated based on the assumption that the stock split had been implemented at the beginning of the year ended March 31, 2023.

 

—12—


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[C] Subsequent Event

Acquisition of the Company’s Own Shares

The Board of Directors of the Company, at its meeting held on May 10, 2024, 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 180,000,000 shares (3.7 % of total number of issued shares (excluding treasury stock))

 

   (3)

Total amount of shares to be acquired:

Up to 300,000 million yen

 

   (4)

Period of acquisition:

Starting on May 13, 2024 and ending on March 31, 2025

 

   (5)

Method of acquisition:

Market purchases on the Tokyo Stock Exchange

 

  1.

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

 

  2.

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

[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.

 

—13—


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[Translation]

May 10, 2024

 

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 of Resolution by the Board of Directors

Concerning Distribution of Surplus

for the Fiscal Year Ending March 31, 2024

The Board of Directors of Honda Motor Co., Ltd. (the “Company”), at its meeting held on May 10, 2024, resolved to make a distribution of surplus, the record date of which is March 31, 2024 as follows:

Particulars

 

1.

Details of Distribution of Surplus

 

    Resolution  

Previous Dividends

Forecast

(Announced on

February 8, 2024)

 

Dividends Paid for the

Fiscal Year-end

in Fiscal 2023

Record Date   March 31, 2024   March 31, 2024   March 31, 2023

Dividends per Share of Common Stock

(Conversion to the

pre-split basis)

 

39 yen

(117 yen)

 

29 yen

(87 yen)

  60 yen

Total Amount of

Dividends

  188,418 million yen     99,915 million yen
Effective Date   June 4, 2024     June 6, 2023

Source of Funds for

Dividends

  Retained Earnings     Retained Earnings

 

2.

Basis of the Distribution of Surplus

The Company considers the redistribution of profits to its shareholders to be one of its most important management issues, and makes distributions after taking into account, among others, its retained earnings for future growth and consolidated earnings performance based on a long-term perspective. The Company resolved that a fiscal year-end dividend payment of 39 yen per share of common stock is to be paid considering its consolidated financial results for the fiscal year ending March 31, 2024.


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Reference: Details of Annual Dividends

 

     Annual Dividend per share(yen)
    

Interim

(End of 2nd quarter)

   Year-end    Total

Actual dividend issued

(Conversion to the pre-split basis)

   87   

39

(117)

  

(204)

Results in the year ended March 31, 2023    60    60    120

(Notes)

  1.

The company implemented the stock split into 3 shares per share with the effective date of October 1, 2023. The interim dividend for the fiscal year ending March 31, 2024, which has a dividend record date of September 30, 2023, is paid based on the shares before the stock split.

  2.

The full-year dividend per share is not presented because simple comparisons are not possible due to the implementation of the stock split. However, the full-year dividend per share based on the pre-stock split is 84 yen increase per share from the result in the year ended March 31, 2023.


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[Translation]

May 10, 2024

 

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 10, 2024, 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 180,000,000 shares (3.7 % of total number of issued shares (excluding treasury stock))

 

   (3)

Total amount of shares to be acquired:

Up to 300 billion yen

 

   (4)

Period of acquisition:

Starting on May 13, 2024 and ending on March 31, 2025

 

   (5)

Method of acquisition:

Market purchases on the Tokyo Stock Exchange

 

  1.

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

 

  2.

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

 

Reference:

The Company’s treasury stock held as of March 31, 2024

 

        Total number of issued shares (excluding treasury stock):    4,828,907,376 shares        
  Total number of treasury stock:    451,092,624 shares   


Table of Contents

[Translation]

May 10, 2024

 

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 Regarding Stock Compensation Scheme for Executive Officers Etc.

Honda Motor Co., Ltd. (the “Company”) passed a resolution approving the content of the stock compensation scheme for Executive Officers, and a part of Operating Executives of the Company who are residents of Japan (collectively, “Executive Officers Etc.”) and the continuation of the stock compensation scheme which uses a trust (the “Scheme”), with revisions as below.

Particulars

 

1.

Continuation of the Scheme

 

(1)

The Company made a decision to continue with the Scheme for Executive Officers Etc., which was introduced in the fiscal year ended March 31, 2019, for the purpose of further enhancing their attitude of contributing toward the sustained improvement of corporate value of the Company in the medium to long term as well as seeking for the sharing of common interests with shareholders.

 

(2)

The Scheme adopts a system called the “BIP (Board Incentive Plan) trust” (a “BIP Trust”). To continue with the Scheme in the fiscal year ending March 31, 2024, and onward, the Company will make a partial amendment to the Scheme and extend the trust period of the BIP Trust which has already been set.

 

(3)

The continuation of the Scheme was approved by the Company’s Compensation Committee, which consists of a majority of Outside Directors and is chaired by an Outside Director, and Board of Directors. The Compensation Committee will fairly evaluate the appropriateness of the performance targets and the level of achievement of such targets, and will ensure the transparency and objectivity of the decision-making process and results related to the compensation scheme for the officers.

 

2.

Partial amendment of the Scheme

Company has organized the 2030 Vision, which includes important themes (“Environment,” “Safety,” “People,” “Technology,” “Brand”) and materialities that we will particularly focus on in the future to create the joy of free movement. In line with stakeholders’ perspectives, including shareholders, we have decided to revise certain performance evaluation methods in this scheme to accelerate initiatives related to important themes and further support the creation of both social and economic value. Specifically, we will evaluate key financial indicators (such as consolidated operating profit margin, net income attributable to owners of the parent company) that should be addressed to achieve the ROIC target set for 2030, as

 

1


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well as non-financial indicators directly related to the five important themes (brand value, total product CO2 emissions, employee engagement scores, etc.), and market valuation reflecting the creation of social and economic value (relative TSR, etc.) on an annual basis.

In the revised System, points corresponding to the criteria for each position will be granted annually in April, and shares equivalent to the points linked to the performance of the fiscal year will be issued, with transfer restrictions generally set until retirement from any position of director or executive officer of our company. These shares will be issued one year after the points are granted. The content of performance evaluation indicators is as follows.

 

KPIs   Evaluation method   Weight   Fluctuation

Financial

indicators

  Consolidated operating profit margin   Evaluated based on degree of achievement of targets   60%   40 to 240%
  Profit for the year attributable to owners of the parent

Non-financial

indicators

  Brand value   20%
  Total CO2 emissions
  Associate engagement

Stock

indicators

  Total Shareholder Return   Evaluation based on relative comparison with the dividend-inclusive TOPIX growth rate for the fiscal year   20%

 

3.

Structure of BIP Trust

 

LOGO

 

2


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j

At its Compensation Committee meeting the Company passed a resolution to continue with the Scheme.

 

 

k

For the continuation of the Scheme, the Company will make a partial amendment to share delivery rules.

 

 

l

Based on the resolution specified in j, the Company will extend the trust period of a trust whose beneficiaries are Executive Officers Etc. who satisfy the beneficiary requirements (the “Trust”) and entrust trustees with additional money.

 

 

m

In accordance with the instructions of the trust administrator, the Trust will acquire Company shares from the stock market using the additional money entrusted as specified in l and the money remaining in the Trust as the source of funds.

 

 

n

Dividends on Company shares held by the Trust shall be paid in the same manner as for other Company shares.

 

 

o

For the duration of the trust period, voting rights may not be exercised in respect of the Company shares held by the Trust.

 

 

p

During the trust period, the beneficiaries (i) shall, in accordance with the share delivery rules of the Company, be granted a certain number of points and, in principle one year after such granting of points, receive delivery of Company shares accordance with the provisions of the trust agreement, with restriction period on transfer until the time of retirement from both of the Company’s Director and Executive Officer.

 

Also, any dividends paid in respect of the Company shares held by the Trust shall be paid to the beneficiaries in proportion to the number of Company shares (including shares that will be subject to conversion) that were Delivered Etc. by the Trust.

 

q

If the Trust will continue to be used for the Scheme or for a stock compensation scheme similar to the Scheme, any remaining shares at the time of expiration of the trust period will be Delivered Etc. to Executive Officers Etc. by amending the trust agreement and entrusting additional amounts to the Trust. If the Trust will be terminated due to expiration of the trust period, as a measure of returning value to shareholders, the Trust will transfer such remaining shares to the Company for no consideration and the Company will cancel such shares by a resolution of the Board of Directors.

 

 

r

If the Trust will continue to be used after the expiration of the trust period, any remaining amounts of dividends pertaining to the Company shares held by the Trust at the time of such expiration shall be utilized as funds for acquiring Company shares, and if the Trust will be terminated due to expiration of the trust period, any portion of such remaining amounts of dividends that exceeds the trust expenses reserve (meaning the reserve for the trust fees and trust expenses, etc., which is the amount obtained after deducting the share acquisition funds from the trust money; the same applies hereinafter) is planned to be donated to organizations in which the Company and Executive Officers Etc. do not have any interests.

 

 

Note:

During the trust period, in the event of a shortage of company shares held within this trust or a shortfall of funds in the trust property for payment of trust fees or expenses, there is a possibility of additional funds being entrusted to this trust.

 

3


Table of Contents

Reference information

Content of trust agreement

 

(1)      Type of trust    An individually-operated specified trust of money other than cash trust (third party beneficiary trust)
(2)      Purpose of trust    To further enhance the attitude of Executive Officers Etc. of contributing toward the sustained improvement of corporate value of the Company in the medium to long term
(3)      Trustor    The Company
(4)      Trustee   

Mitsubishi UFJ Trust and Banking Corporation

(Joint trustee: The Master Trust Bank of Japan, Ltd.

(5)      Beneficiaries    Executive Officers Etc. who satisfy the beneficiary requirements
(6)      Trust administrator    A third party which has no interests in the Company (a certified public accountant)
(7)      Date of trust agreement    August 20, 2018 (scheduled to be changed by August 31, 2024)
(8)      Period of trust    From August 20, 2018 to August 31, 2024 (scheduled to be extended until August 31, 2027 based on the changes to be made to the trust agreement by August 31, 2024)
(9)      Exercise of voting rights of Company shares    None
(10)     Class of shares acquired    Common shares of the Company
(11)     Amount of additional trust money    1,940 million yen (scheduled) (including trust fees and trust expenses)
(12)     Timing of acquisition of shares   

By August 31, 2024 (scheduled)

(excluding the period from the fifth business day before the last day of each accounting period (including fiscal quarters) to the last day of such accounting period)

(13)     Method of acquisition of shares    Acquisition from stock market
(14)     Holder of vested rights    The Company
(15)     Residual assets    The residual assets able to be received by the Company as holder of vested rights shall be within the scope of the trust expenses reserve

- End -

 

4


Table of Contents

[Translation]

May 10, 2024

 

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 Regarding Stock Compensation Scheme for Operating Executive

Honda Motor Co., Ltd. (the “Company”) passed a resolution approving the introduction of stock compensation scheme utilizing the Employee Stock Ownership Plan (ESOP) Trust for Operating Executive positions, who are employees of the company (hereinafter referred to as the “System”).

Particulars

 

1.

Purpose, etc. of introduction of the Scheme

 

(1)

We have organized our 2030 Vision, which includes important themes, materialities, and associated goals that our entire company will focus on, particularly aimed at creating “the joy of free movement.” These important themes were selected by systematically extracting societal issues from a sustainability perspective, aligning them with the direction our company aims for, and prioritizing them. Specifically, in addition to the traditionally emphasized management themes of “Environment” and “Safety,” we have also identified “People” and “Technology” as the driving forces behind our company’s growth, along with “Brand,” which encompasses all corporate activities, as five key non-financial areas. By aligning these with our financial strategy, we aim to realize the creation of social and economic value. We are introducing this program with the purpose of accelerating efforts towards these important themes, with both Executive Officers and Operating Executives working together to further support the creation of social and economic value.

 

(2)

The Scheme is a stock compensation scheme that uses a “ESOP (Employee Stock Ownership Plan) trust” (a “ESOP Trust”). The ESOP Trust is an incentive plan for employees, modeled after the ESOP system in the United States. Under this plan, the ESOP Trust acquires shares of our company, which are then allocated to executive positions in accordance with the stock grant regulations. For the acquisition of company shares by the ESOP Trust is provided by company, and there is no financial burden on the Operating Executives.


Table of Contents
2.

Structure of ESOP Trust

 

LOGO

 

j

The Company will introduce the Scheme on the condition that a resolution approving the amount and details of the compensation for Operating Executives pertaining to the Scheme is passed at the Executive Council.

 

k

The company will establish the Stock Grant Regulations as an internal regulation concerning this program.

 

l

The Company will entrust money and create a ESOP trust whose beneficiaries are Operating Executives who satisfy the beneficiary requirements.

 

m

In accordance with the instructions of the trust administrator, the Trust will acquire Company shares from the stock market using the money entrusted in l above as the source of funds.

 

n

Dividends on Company shares held by the Trust shall be paid in the same manner as for other Company shares.

 

o

For the duration of the trust period, voting rights may not be exercised in respect of the Company shares held by the Trust.

 

p

During the trust period, the beneficiaries in accordance with the s Stock Grant Regulations of the Company, be granted a certain number of points and, in principle one year after such granting of points, receive delivery of Company shares. Also, any dividends paid in respect of the Company shares held by the Trust shall be paid to the beneficiaries in proportion to the number of Company shares (including shares that will be subject to conversion) that were delivered by the Trust.

 

q

If the Trust will continue to be used for the Scheme or for a stock compensation scheme similar to the Scheme, any remaining shares at the time of expiration of the trust period will


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be delivered to the Operating Executive by amending the trust agreement and entrusting additional amounts to the Trust. If the Trust will be terminated due to expiration of the trust period, as a measure of returning value to shareholders, the Trust will transfer such remaining shares to the Company for no consideration and the Company will cancel such shares by a resolution of the Board of Directors.

 

r

If the Trust will continue to be used after the expiration of the trust period, any remaining amounts of dividends pertaining to the Company shares held by the Trust at the time of such expiration shall be utilized as funds for acquiring Company shares, and if the Trust will be terminated due to expiration of the trust period, any portion of such remaining amounts of dividends that exceeds the trust expenses reserve (meaning the reserve for the trust fees and trust expenses, etc., which is the amount obtained after deducting the share acquisition funds from the trust money; the same applies hereinafter) is planned to be donated to organizations in which the Company and the Operating Executive do not have any interests.

 

 

Note:

During the trust period, in the event of a shortage of company shares held within this trust or a shortfall of funds in the trust property for payment of trust fees or expenses, there is a possibility of additional funds being entrusted to this trust.

Content of trust agreement

 

(1)      Type of trust    An individually-operated specified trust of money other than cash trust (third party beneficiary trust)
(2)      Purpose of trust    To further enhance the attitude of Operating Executive of contributing toward the sustained improvement of corporate value of the Company in the medium to long term
(3)      Trustor    The Company
(4)      Trustee   

Mitsubishi UFJ Trust and Banking Corporation

(Joint trustee: The Master Trust Bank of Japan, Ltd.

(5)      Beneficiaries    Employee who satisfy the beneficiary requirements
(6)      Trust administrator    A third party which has no interests in the Company (a certified public accountant)
(7)      Date of trust agreement    By August 31, 2024 (scheduled)
(8)      Period of trust    From the date of trust agreement to August 31, 2027 (scheduled)
(9)      Exercise of voting rights of Company shares    None
(10)     Class of shares acquired    Common shares of the Company
(11)     Amount of additional trust money    2,940 million yen (scheduled) (including trust fees and trust expenses)
(12)     Timing of acquisition of shares   

By August 31, 2024 (scheduled)

(excluding the period from the fifth business day before the last day of each accounting period (including fiscal quarters) to the last day of such accounting period)

(13)     Method of acquisition of shares    Acquisition from stock market
(14)     Holder of vested rights    The Company
(15)     Residual assets    The residual assets able to be received by the Company as holder of vested rights shall be within the scope of the trust expenses reserve

- End -


Table of Contents

[Translation]

May 10, 2024

 

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 Recording of Extraordinary Losses in Non-Consolidated Financial Results

Honda Motor Co., Ltd. (the “Company”) hereby announces the recording of extraordinary losses in unconsolidated financial results for the fiscal year ended March 31, 2024.

The tax authorities have reached an agreement in principle on the mutual agreement procedure that was requested by the Company and its subsidiaries in North America and are expected to execute an agreement on the Advance Pricing Arrangement (“APA”) allocating income among related parties. Pursuant to the expected agreement, the Company has recorded an extraordinary loss of 99.7 billion yen as a transfer pricing adjustment in unconsolidated financial results for the fiscal year ended March 31, 2024. Since the subsidiaries in North America are consolidated subsidiaries, the impact on consolidated financial results for the fiscal year ended March 31, 2024, is immaterial.

- End -

 

—1—


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