HNDAF Honda Motor Co Ltd (PK)

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 JUNE 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:

Notice of Amendment of the Summary of Consolidated Financial Results for the Fiscal Year Ended March 31, 2023

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.

Date: June 23, 2023

[Translation]

June 23, 2023

1-1, Minami-Aoyama 2-chome,

Minato-ku, Tokyo, 107-8556

Toshihiro Mibe

Director, President and Representative Executive Officer

Notice of Amendment of the Summary of Consolidated Financial Results

for the Fiscal Year Ended March 31, 2023

Honda Motor Co., Ltd. (the “Company”) announced today the amendment of the summary of consolidated financial results for the fiscal year ended March 31, 2023 released on May 11, 2023 to recognize the effects of subsequent events.

Particular

As the Company has already announced on June 16, 2023, regarding consolidated financial results for the fiscal year ended March 31, 2023, which was announced on May 11, 2023, the estimate relating to product warranty expenses has subsequently changed due to the decision to file new product recalls and other factors. The Company recognized the effects of the subsequent events in its consolidated financial results.

Please refer to the underlined items of attached documents for the details of the amendment.

—1—

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 10.4%, to JPY 780.7 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 17.8%, to JPY 879.5 billion from the previous fiscal year. Profit for the year attributable to owners of the parent decreased by 7.9%, to JPY 651.4 billion from the previous fiscal year.

Earnings per share attributable to owners of the parent for the year amounted to JPY 384.02, a decrease of JPY 27.07 from the previous fiscal year. One Honda American Depository Share represents one common share.

—2—

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 32.8 billion, to JPY 13,167.7 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 729.7 billion, to JPY 11,502.2 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.

—3—

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.

—4—

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.

—5—

[1] Consolidated Statements of Financial Position

—6—

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

—7—

—8—

[3] Consolidated Statements of Changes in Equity

For the years ended March 31, 2022 and 2023

—9—

—10—

[5] Assumptions for Going Concern

None

—11—

[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:

Explanatory note:

Segment information based on products and services

As of and for the year ended March 31, 2022

As of and for the year ended March 31, 2023

—12—

Explanatory notes:

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

As of and for the year ended March 31, 2023

Explanatory notes:

—13—

[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.

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.

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.

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.

Shares of common stock

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

Up to 200,000 million yen

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

Market purchases on the Tokyo Stock Exchange

—14—

[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.

—15—