6-K
Honda Motor Co Ltd (HMC)
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 AUGUST 2023
COMMISSION FILE NUMBER: 1-07628
HONDA GIKEN KOGYO KABUSHIKI KAISHA
(Name of registrant)
HONDAMOTOR 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): ☐
Table of Contents
Contents
Exhibit 1:
Honda Motor Co., Ltd. announced its consolidated financial results for the fiscal first quarter ended June 30, 2023.
Exhibit 2:
Notice regarding stock split, change in ratio of American Depositary Receipts (ADRs) to underlying shares, revision to dividend forecast, and modification to acquisition of own shares program
Table of Contents
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 9, 2023
Table of Contents
August 9, 2023
HONDA MOTOR CO., LTD. REPORTS
CONSOLIDATED FINANCIALRESULTS
FOR THE FISCAL FIRST QUARTER
ENDEDJUNE 30, 2023
Tokyo, August 9, 2023 — Honda Motor Co., Ltd. today announced its consolidated financial results for the fiscal first quarter ended June 30, 2023.
—1—
Table of Contents
[1] Condensed Consolidated Statements of Financial Position
March 31, 2023 and June 30, 2023
| Yen (millions) | ||||||
|---|---|---|---|---|---|---|
| Mar. 31, 2023 | Jun. 30, 2023 | |||||
| Assets | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | 3,803,014 | **** | 4,083,394 | **** | ||
| Trade receivables | 1,060,271 | **** | 966,253 | **** | ||
| Receivables from financial services | 1,899,493 | **** | 2,107,663 | **** | ||
| Other financial assets | 263,892 | **** | 231,254 | **** | ||
| Inventories | 2,167,184 | **** | 2,286,235 | **** | ||
| Other current assets | 384,494 | **** | 390,028 | **** | ||
| Total current assets | 9,578,348 | **** | 10,064,827 | **** | ||
| Non-current assets: | ||||||
| Investments accounted for using the equity method | 915,946 | **** | 1,017,272 | **** | ||
| Receivables from financial services | 3,995,259 | **** | 4,639,983 | **** | ||
| Other financial assets | 855,070 | **** | 961,498 | **** | ||
| Equipment on operating leases | 4,726,292 | **** | 5,009,185 | **** | ||
| Property, plant and equipment | 3,168,109 | **** | 3,247,199 | **** | ||
| Intangible assets | 870,900 | **** | 914,719 | **** | ||
| Deferred tax assets | 105,792 | **** | 115,858 | **** | ||
| Other non-current assets | 454,351 | **** | 502,816 | **** | ||
| Total non-current assets | 15,091,719 | **** | 16,408,530 | **** | ||
| Total assets | 24,670,067 | **** | 26,473,357 | **** | ||
| Liabilities and Equity | ||||||
| Current liabilities: | ||||||
| Trade payables | 1,426,333 | **** | 1,356,117 | **** | ||
| Financing liabilities | 3,291,195 | **** | 3,552,027 | **** | ||
| Accrued expenses | 419,570 | **** | 405,680 | **** | ||
| Other financial liabilities | 324,110 | **** | 395,986 | **** | ||
| Income taxes payable | 86,252 | **** | 152,370 | **** | ||
| Provisions | 362,701 | **** | 374,469 | **** | ||
| Other current liabilities | 741,963 | **** | 750,990 | **** | ||
| Total current liabilities | 6,652,124 | **** | 6,987,639 | **** | ||
| Non-current liabilities: | ||||||
| Financing liabilities | 4,373,973 | **** | 4,892,976 | **** | ||
| Other financial liabilities | 288,736 | **** | 299,887 | **** | ||
| Retirement benefit liabilities | 255,852 | **** | 275,679 | **** | ||
| Provisions | 270,169 | **** | 252,404 | **** | ||
| Deferred tax liabilities | 877,300 | **** | 978,957 | **** | ||
| Other non-current liabilities | 449,622 | **** | 489,728 | **** | ||
| Total non-current liabilities | 6,515,652 | **** | 7,189,631 | **** | ||
| Total liabilities | 13,167,776 | **** | 14,177,270 | **** | ||
| Equity: | ||||||
| Common stock | 86,067 | **** | 86,067 | **** | ||
| Capital surplus | 185,589 | **** | 185,357 | **** | ||
| Treasury stock | (484,931 | ) | **** | (544,044 | ) | |
| Retained earnings | 9,980,128 | **** | 10,243,698 | **** | ||
| Other components of equity | 1,417,397 | **** | 2,026,449 | **** | ||
| Equity attributable to owners of the parent | 11,184,250 | **** | 11,997,527 | **** | ||
| Non-controlling interests | 318,041 | **** | 298,560 | **** | ||
| Total equity | 11,502,291 | **** | 12,296,087 | **** | ||
| Total liabilities and equity | 24,670,067 | **** | 26,473,357 | **** |
—2—
Table of Contents
[2] Condensed Consolidated Statements of Income and Condensed Consolidated Statements of ComprehensiveIncome
Condensed Consolidated Statements of Income
For the three months ended June 30, 2022 and 2023
| Yen (millions) | ||||||
|---|---|---|---|---|---|---|
| Three months endedJun. 30, 2022 | Three months endedJun. 30, 2023 | |||||
| Sales revenue | 3,829,550 | **** | 4,624,996 | **** | ||
| Operating costs and expenses: | ||||||
| Cost of sales | (3,064,170 | ) | **** | (3,627,891 | ) | |
| Selling, general and administrative | (361,573 | ) | **** | (404,703 | ) | |
| Research and development | (181,591 | ) | **** | (197,955 | ) | |
| Total operating costs and expenses | (3,607,334 | ) | **** | (4,230,549 | ) | |
| Operating profit | 222,216 | **** | 394,447 | **** | ||
| Share of profit of investments accounted for using the equity method | 22,609 | **** | 42,853 | **** | ||
| Finance income and finance costs: | ||||||
| Interest income | 9,132 | **** | 32,855 | **** | ||
| Interest expense | (7,427 | ) | **** | (9,042 | ) | |
| Other, net | (9,126 | ) | **** | 53,811 | **** | |
| Total finance income and finance costs | (7,421 | ) | **** | 77,624 | **** | |
| Profit before income taxes | 237,404 | **** | 514,924 | **** | ||
| Income tax expense | (73,824 | ) | **** | (131,979 | ) | |
| Profit for the period | 163,580 | **** | 382,945 | **** | ||
| Profit for the period attributable to: | ||||||
| Owners of the parent | 149,219 | **** | 363,069 | **** | ||
| Non-controlling interests | 14,361 | **** | 19,876 | **** | ||
| Yen | ||||||
| Earnings per share attributable to owners of the parent | ||||||
| Basic and diluted | 87.23 | **** | 219.06 | **** |
—3—
Table of Contents
Condensed Consolidated Statements of Comprehensive Income
For the three months ended June 30, 2022 and 2023
| Yen (millions) | ||||||
|---|---|---|---|---|---|---|
| Three months endedJun. 30, 2022 | Three months endedJun. 30, 2023 | |||||
| Profit for the period | 163,580 | **** | 382,945 | **** | ||
| Other comprehensive income, net of tax: | ||||||
| Items that will not be reclassified to profit or loss | ||||||
| Remeasurements of defined benefit plans | (3 | ) | **** | 6 | **** | |
| Net changes in revaluation of financial assets measured at fair value through other comprehensive<br>income | 12,432 | **** | 15,709 | **** | ||
| Share of other comprehensive income of investments accounted for using the equity method | (444 | ) | **** | 2,825 | **** | |
| Items that may be reclassified subsequently to profit or loss | ||||||
| Net changes in revaluation of financial assets measured at fair value through other comprehensive<br>income | (336 | ) | **** | (155 | ) | |
| Exchange differences on translating foreign operations | 648,946 | **** | 581,244 | **** | ||
| Share of other comprehensive income of investments accounted for using the equity method | 46,556 | **** | 23,849 | **** | ||
| Total other comprehensive income, net of tax | 707,151 | **** | 623,478 | **** | ||
| Comprehensive income for the period | 870,731 | **** | 1,006,423 | **** | ||
| Comprehensive income for the period attributable to: | ||||||
| Owners of the parent | 841,050 | **** | 972,537 | **** | ||
| Non-controlling interests | 29,681 | **** | 33,886 | **** |
—4—
Table of Contents
[3] Condensed Consolidated Statements of Changes in Equity
For the three months ended June 30, 2022
| Yen (millions) | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity attributable to owners of the parent | Non-controllinginterests | Totalequity | |||||||||||||||||||||
| Commonstock | Capitalsurplus | Treasurystock | Retainedearnings | Othercomponentsof 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 | 149,219 | 14,361 | 163,580 | |||||||||||||||||||
| Other comprehensive income, net of tax | 691,831 | 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 | ) | 61 | — | — | ||||||||||||||||||
| Transactions with owners and other | |||||||||||||||||||||||
| Dividends paid | (111,256 | ) | (111,256 | ) | (43,485 | ) | (154,741 | ) | |||||||||||||||
| Purchases of treasury stock | (2 | ) | (2 | ) | (2 | ) | |||||||||||||||||
| Disposal of treasury stock | 263 | 263 | 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 | ||||||||||||||
| For the three months ended June 30, 2023 | **** | ||||||||||||||||||||||
| Yen (millions) | |||||||||||||||||||||||
| Equity attributable to owners of the parent | Non-controllinginterests | Totalequity | |||||||||||||||||||||
| Commonstock | Capitalsurplus | Treasurystock | Retainedearnings | Othercomponentsof equity | Total | ||||||||||||||||||
| Balance as of April 1, 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 period | |||||||||||||||||||||||
| Profit for the period | **** | 363,069 | **** | **** | 363,069 | **** | **** | 19,876 | **** | **** | 382,945 | **** | |||||||||||
| Other comprehensive income, net of tax | **** | 609,468 | **** | **** | 609,468 | **** | **** | 14,010 | **** | **** | 623,478 | **** | |||||||||||
| Total comprehensive income for the period | **** | 363,069 | **** | **** | 609,468 | **** | **** | 972,537 | **** | **** | 33,886 | **** | **** | 1,006,423 | **** | ||||||||
| Reclassification to retained earnings | **** | 416 | **** | **** | (416 | ) | **** | — | **** | **** | — | **** | |||||||||||
| Transactions with owners and other | |||||||||||||||||||||||
| Dividends paid | **** | (99,915 | ) | **** | (99,915 | ) | **** | (53,367 | ) | **** | (153,282 | ) | |||||||||||
| Purchases of treasury stock | **** | (59,507 | ) | **** | (59,507 | ) | **** | (59,507 | ) | ||||||||||||||
| Disposal of treasury stock | **** | 394 | **** | **** | 394 | **** | **** | 394 | **** | ||||||||||||||
| Share-based payment transactions | **** | (232 | ) | **** | (232 | ) | **** | (232 | ) | ||||||||||||||
| Total transactions with owners and other | **** | (232 | ) | **** | (59,113 | ) | **** | (99,915 | ) | **** | (159,260 | ) | **** | (53,367 | ) | **** | (212,627 | ) | |||||
| Balance as of June 30, 2023 | **** | 86,067 | **** | 185,357 | **** | **** | (544,044 | ) | **** | 10,243,698 | **** | **** | 2,026,449 | **** | **** | 11,997,527 | **** | **** | 298,560 | **** | **** | 12,296,087 | **** |
—5—
Table of Contents
[4] Condensed Consolidated Statements of Cash Flows
For the three months ended June 30, 2022 and 2023
| Yen (millions) | ||||||
|---|---|---|---|---|---|---|
| Three months endedJun. 30, 2022 | Three months endedJun. 30, 2023 | |||||
| Cash flows from operating activities: | ||||||
| Profit before income taxes | 237,404 | **** | 514,924 | **** | ||
| Depreciation, amortization and impairment losses excluding equipment on operating<br>leases | 161,431 | **** | 185,697 | **** | ||
| Share of profit of investments accounted for using the equity method | (22,609 | ) | **** | (42,853 | ) | |
| Finance income and finance costs, net | (21,458 | ) | **** | (19,992 | ) | |
| Interest income and interest costs from financial services, net | (38,856 | ) | **** | (36,616 | ) | |
| Changes in assets and liabilities | ||||||
| Trade receivables | 83,139 | **** | 134,426 | **** | ||
| Inventories | (23,038 | ) | **** | 29,146 | **** | |
| Trade payables | (149,024 | ) | **** | (171,061 | ) | |
| Accrued expenses | (78,094 | ) | **** | (56,526 | ) | |
| Provisions and retirement benefit liabilities | 4,744 | **** | (37,090 | ) | ||
| Receivables from financial services | 172,869 | **** | (337,122 | ) | ||
| Equipment on operating leases | 263,933 | **** | 45,052 | **** | ||
| Other assets and liabilities | 17,333 | **** | (50,244 | ) | ||
| Other, net | (7,912 | ) | **** | (16,099 | ) | |
| Dividends received | 27,711 | **** | 36,332 | **** | ||
| Interest received | 66,809 | **** | 115,115 | **** | ||
| Interest paid | (22,396 | ) | **** | (42,861 | ) | |
| Income taxes paid, net of refunds | (53,859 | ) | **** | (54,106 | ) | |
| Net cash provided by operating activities | 618,127 | **** | 196,122 | **** | ||
| Cash flows from investing activities: | ||||||
| Payments for additions to property, plant and equipment | (96,990 | ) | **** | (69,208 | ) | |
| Payments for additions to and internally developed intangible assets | (38,701 | ) | **** | (42,127 | ) | |
| Proceeds from sales of property, plant and equipment and intangible assets | 4,496 | **** | 1,332 | **** | ||
| Proceeds from sales of subsidiaries, net of cash and cash equivalents disposed of | — | **** | (2,940 | ) | ||
| Payments for acquisitions of investments accounted for using the equity method | — | **** | (36,734 | ) | ||
| Payments for acquisitions of other financial assets | (176,502 | ) | **** | (65,233 | ) | |
| Proceeds from sales and redemptions of other financial assets | 29,412 | **** | 88,327 | **** | ||
| Net cash used in investing activities | (278,285 | ) | **** | (126,583 | ) | |
| Cash flows from financing activities: | ||||||
| Proceeds from short-term financing liabilities | 2,047,921 | **** | 3,004,472 | **** | ||
| Repayments of short-term financing liabilities | (1,969,719 | ) | **** | (2,858,776 | ) | |
| Proceeds from long-term financing liabilities | 93,871 | **** | 532,895 | **** | ||
| Repayments of long-term financing liabilities | (642,236 | ) | **** | (493,899 | ) | |
| Dividends paid to owners of the parent | (111,256 | ) | **** | (99,915 | ) | |
| Dividends paid to non-controlling interests | (7,432 | ) | **** | (20,691 | ) | |
| Purchases and sales of treasury stock, net | 261 | **** | (59,113 | ) | ||
| Repayments of lease liabilities | (20,756 | ) | **** | (19,738 | ) | |
| Net cash used in financing activities | (609,346 | ) | **** | (14,765 | ) | |
| Effect of exchange rate changes on cash and cash equivalents | 224,698 | **** | 225,606 | **** | ||
| Net change in cash and cash equivalents | (44,806 | ) | **** | 280,380 | **** | |
| Cash and cash equivalents at beginning of year | 3,674,931 | **** | 3,803,014 | **** | ||
| Cash and cash equivalents at end of period | 3,630,125 | **** | 4,083,394 | **** |
—6—
Table of Contents
[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 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 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),<br>side-by-sides (SxS) and relevant parts | Research and development<br> <br>Manufacturing<br><br><br>Sales and related services |
| Automobile Business | Automobiles and relevant parts | Research and development<br> <br>Manufacturing<br><br><br>Sales and related services |
| Financial Services Business | Financial services | Retail loan and lease related to Honda products<br><br><br>Others |
| Power Products and Other Businesses | Power products and relevant parts, and others | Research and development<br> <br>Manufacturing<br><br><br>Sales and related services<br> <br>Others |
Segment information based on products and services
As of and for the three months ended June 30, 2022
| Yen (millions) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| MotorcycleBusiness | AutomobileBusiness | FinancialServicesBusiness | Power Products<br>and OtherBusinesses | SegmentTotal | ReconcilingItems | 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 |
As of and for the three months ended June 30, 2023
| Yen (millions) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| MotorcycleBusiness | AutomobileBusiness | FinancialServicesBusiness | Power Products<br>and OtherBusinesses | SegmentTotal | ReconcilingItems | Consolidated | |||||||||
| Sales revenue: | |||||||||||||||
| External customers | **** | 756,955 | **** | 2,992,339 | **** | 773,029 | **** | 102,673 | **** | 4,624,996 | **** | — | **** | **** | 4,624,996 |
| Intersegment | **** | — | **** | 39,009 | **** | 629 | **** | 6,522 | **** | 46,160 | **** | (46,160 | ) | **** | — |
| Total | **** | 756,955 | **** | 3,031,348 | **** | 773,658 | **** | 109,195 | **** | 4,671,156 | **** | (46,160 | ) | **** | 4,624,996 |
| Segment profit (loss) | **** | 143,520 | **** | 176,982 | **** | 69,528 | **** | 4,417 | **** | 394,447 | **** | — | **** | **** | 394,447 |
| Segment assets | **** | 1,793,502 | **** | 10,669,517 | **** | 12,374,016 | **** | 504,694 | **** | 25,341,729 | **** | 1,131,628 | **** | **** | 26,473,357 |
| Depreciation and amortization | **** | 17,699 | **** | 163,159 | **** | 205,004 | **** | 3,661 | **** | 389,523 | **** | — | **** | **** | 389,523 |
| Capital expenditures | **** | 9,727 | **** | 119,758 | **** | 553,141 | **** | 3,143 | **** | 685,769 | **** | — | **** | **** | 685,769 |
Explanatory notes:
| 1. | Intersegment sales revenues are generally made at values that approximate arm’s-length prices.<br> |
|---|---|
| 2. | Reconciling items include elimination of intersegment transactions and balances as well as unallocated corporate<br>assets. Unallocated corporate assets, included in reconciling items as of June 30, 2022 and 2023 amounted to JPY 1,194,255 million and JPY 1,276,238 million, respectively, which consist primarily of the Company’s cash and cash<br>equivalents and financial assets measured at fair value through other comprehensive income. |
| --- | --- |
—7—
Table of Contents
[B] Subsequent Event
The Board of Directors of the Company, at its meeting held on August 9, 2023, resolved that the Company will implement a stock split, and accordingly, change in ratio of American Depositary Receipts (ADRs) to underlying shares and modify acquisition of own shares program.
- Stock split
| (1) | Purpose of the stock split |
|---|
The purpose is to expand the investor base by reducing the Company’s stock price per investment unit.
| (2) | Method of the stock split |
|---|
Each share of common stock owned by shareholders listed or recorded in the closing register of shareholders on the record date of September 30, 2023 (Due to non-working day of the shareholder registry administrator on the same day, the substantial record date will be September 29, 2023) will be split into 3 shares per share.
| (3) | Number of shares to be increased by the stock split |
|---|---|
| 1. Total number of issued shares before the stock split: | 1,811,428,430 shares |
| --- | --- |
| 2. Number of shares to be increased by the stock split: | 3,622,856,860 shares |
| 3. Total number of issued shares following the stock split: | 5,434,285,290 shares |
| 4. Total number of authorized shares following the stock split: | 7,086,000,000 shares |
| (4) | Schedule of the stock split |
| --- | --- |
| Public notice of record date (tentative): | September 15, 2023 |
| --- | --- |
| Record date (tentative): | September 30, 2023 |
| Effective date (tentative): | October 1, 2023 |
| (5) | Others |
| --- | --- |
| • | There is no change in the amount of stated capital as a result of this stock split. |
| --- | --- |
| • | As the stock split takes effect on October 1, 2023, the interim dividend for the fiscal year ending March 31,<br>2024 which has a dividend record date of September 30, 2023 will be paid based on the shares before the stock split. |
| --- | --- |
- Change in ratio of American Depositary Receipts (ADRs) to underlying shares
| (1) | Purpose of the ratio change |
|---|
The purpose is to continuously offer the current investment environment for ADR holders by maintaining present level of ADRs trading price.
| (2) | Outline of the change of ratio |
|---|---|
| Ratio before change: | 1 ADR = 1 Share |
| --- | --- |
| Ratio after change: | 1 ADR = 3 Shares |
| Effective date of the new ratio (tentative): | October 1, 2023 (EST) |
| First trading date with new ratio (tentative): | October 2, 2023 (EST) |
- Modification to acquisition of own shares program
| (1) | Reason for the modification |
|---|
In the details of acquisition of the Company’s own shares resolved at the meeting of the Board of Directors held on May 11, 2023, “total number of shares to be acquired” shall be modified in connection with the planned stock split.
| (2) | Details of the modification |
|---|---|
| Current Program: | Total number of shares to be acquired: Up to 64,000,000 shares |
| --- | --- |
| Amended Program: | Total number of shares to be acquired: Up to 192,000,000 shares |
—8—
Table of Contents
(Reference)
Details of the resolution concerning acquisition of the Company’s own shares at the meeting of the Board of Directors held on May 11, 2023
| (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 the 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
| 1. | Purchases through the Tokyo Stock Exchange Trading Network Off-Auction Own Share Repurchase Trading System<br>(ToSTNeT-3) |
|---|---|
| 2. | Market purchases based on a discretionary trading contract regarding acquisition of own shares<br> |
| --- | --- |
- Impact on earnings per share
Basic earnings per share attributable to owners of the parent for the three months ended June 30, 2022 and 2023 assuming the stock split was conducted at the beginning of the previous fiscal year are as follows. There were no significant dilutive potential common shares outstanding for the three months ended June 30, 2022 and 2023.
| Three months endedJun. 30, 2022 | Three months endedJun. 30, 2023 | |||
|---|---|---|---|---|
| Basic earnings per share attributable to owners of the parent (yen) | 29.08 | 73.02 |
[C] Other
Lossrelated 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—
Table of Contents
[7] Forecast for the Fiscal Year Ending March 31, 2024
| Yen (billions) | ||||||
|---|---|---|---|---|---|---|
| FY 2023 results | FY 2024 forecasts | Change (%) | ||||
| Sales revenue | 16,907.7 | 18,200.0 | 7.6 | |||
| Operating profit | 780.7 | 1,000.0 | 28.1 | |||
| Profit before income taxes | 879.5 | 1,185.0 | 34.7 | |||
| Profit for the year | 717.3 | 865.0 | 20.6 | |||
| Profit for the year attributable to owners of the parent | 651.4 | 800.0 | 22.8 | |||
| Yen | ||||||
| FY 2023 results | FY 2024 forecasts | |||||
| Earnings per share attributable to owners of the parent Basic and diluted | 384.02 | 163.14 |
Explanatory note:
The Board of Directors of the Company, at its meeting held on August 9, 2023, resolved that the Company will implement a stock split in which each share of common stock held by shareholders as of the record date of September 30, 2023 will be split into 3 shares per share as of the effective date of October 1, 2023. Basic earnings per share for the fiscal year ending March 31, 2024 are based on the number of shares after the stock split. Based on the number of shares prior to the stock split, basic earnings per share for the fiscal year ending March 31, 2024 are expected to be JPY 489.41.
[8] Dividend per Share of Common Stock
| Yen | ||||
|---|---|---|---|---|
| FY 2023 results | FY 2024 forecasts | |||
| Interim dividend | 60.00 | 75.00 | ||
| Year-end dividend | 60.00 | 25.00 | ||
| Total annual dividend | 120.00 | — |
Explanatory note:
The year-end dividend per share for the fiscal year ending March 31, 2024 is based on the number of shares after the stock split, which is described in note “[7] Forecast for the Fiscal Year Ending March 31, 2024”, 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 ending March 31, 2024 are expected to be JPY 75.00 per share and JPY 150.00 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.
—10—
Table of Contents
[Translation]
August 9, 2023
| To: | Shareholders of Honda Motor Co., Ltd. |
|---|---|
| From: | Honda Motor Co., Ltd. |
| 1-1, Minami-Aoyama<br>2-chome, | |
| Minato-ku, Tokyo,<br>107-8556 | |
| Toshihiro Mibe | |
| Director, President and Representative Executive Officer |
Notice Regarding Stock Split, Change in Ratio of American Depositary Receipts (ADRs) to Underlying Shares,Revision to Dividend Forecast, and Modification to Acquisition of Own Shares Program
Honda Motor Co., Ltd. (the “Company”) hereby announces that at the meeting of the Board of Directors held on August 9, 2023, the Company resolved to implement a stock split, and accordingly, change in ratio of American Depositary Receipts (ADRs) to underlying shares, revise dividend forecast, and modify acquisition of own shares program.
Particulars
- Stock split
| (1) | Purpose of the stock split |
|---|
The purpose is to expand the investor base by reducing the Company’s stock price per investment unit.
| (2) | Method of the stock split |
|---|
Each share of common stock owned by shareholders listed or recorded in the closing register of shareholders on the record date of September 30, 2023 (Due to non-working day of the shareholder registry administrator on the same day, the substantial record date will be September 29, 2023) will be split into 3 shares per share.
| (3) | Number of shares to be increased by the stock split |
|---|---|
| 1. Total number of issued shares before the stock split | 1,811,428,430 shares |
| --- | --- |
| 2. Number of shares to be increased by the stock split | 3,622,856,860 shares |
| 3. Total number of issued shares following the stock split | 5,434,285,290 shares |
| 4. Total number of authorized shares following the stock split | 7,086,000,000 shares |
Table of Contents
| (4) | Schedule of the stock split |
|---|---|
| Public notice of record date (tentative): | September 15, 2023 |
| --- | --- |
| Record date (tentative): | September 30, 2023 |
| Effective date (tentative): | October 1, 2023 |
| (5) | Others |
| --- | --- |
| • | There is no change in the amount of stated capital as a result of this stock split. |
| --- | --- |
| • | As the stock split takes effect on October 1, 2023, the interim dividend for the fiscal year ending March 31,<br>2024 which has a dividend record date of September 30, 2023 will be paid based on the shares before the stock split. |
| --- | --- |
- Change in ratio of American Depositary Receipts (ADRs) to underlying shares
| (1) | Purpose of the ratio change |
|---|
The purpose is to continuously offer the current investment environment for ADR holders by maintaining present level of ADRs trading price.
| (2) | Outline of the change of ratio |
|---|---|
| Ratio before change: | 1 ADR = 1 Share |
| --- | --- |
| Ratio after change: | 1 ADR = 3 Shares |
| Effective date of the new ratio (tentative): | October 1, 2023 (EST) |
| First trading date with new ratio (tentative): | October 2, 2023 (EST) |
- Revision to dividend forecast
In connection with the stock split, the Company has revised the forecast of the year-end dividend for the fiscal year ending March 31, 2024, which was disclosed on May 11, 2023, in the Fiscal 2022 Financial Highlights.
| (Yen) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Annual Dividend per share | ||||||||
| Interim<br>(End of 2nd quarter) | Year-end | Total | ||||||
| Previous forecast<br><br><br>(Announced on May 11, 2023) | 75.00 | 75.00 | 150.00 | |||||
| Revised forecast<br><br><br>(Conversion to the pre-split basis) | 75.00 | 25.00<br> <br>(75.00 | ) | — <br> <br>(150.00 | ) | |||
| Actual dividend issued | — | — | — | |||||
| Results in the year ended March 31, 2023 | 60.00 | 60.00 | 120.00 |
(Notes)
| 1. | The interim dividend for the fiscal year ending March 31, 2024, which has a dividend record date of<br>September 30, 2023, will be paid based on the shares before the stock split. |
|---|---|
| 2. | Forecast for the full-year dividend per share is not presented because simple comparisons are not possible due<br>to the implementation of the stock split. However, the forecast for the full-year dividend per share based on the pre-stock split is not changed. |
| --- | --- |
Table of Contents
- Modification to acquisition of own shares program
| (1) | Reason for the Modification |
|---|
In the details of acquisition of the Company’s own shares resolved at the meeting of the Board of Directors held on May 11, 2023, “total number of shares to be acquired” shall be modified in connection with the planned stock split.
| (2) | Details of the Modification |
|---|---|
| Current Program | Amended Program |
| --- | --- |
| Total number of shares to be acquired:<br><br><br>Up to 64,000,000 shares | Total number of shares to be acquired:<br><br><br>Up to 192,000,000 shares |
(Reference)
Details of the resolution concerning acquisition of the Company’s own shares at the meeting of the Board of Directors held on May 11, 2023
| (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 the 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
| 1. | Purchases through the Tokyo Stock Exchange Trading Network Off-Auction Own Share Repurchase Trading System<br>(ToSTNeT-3) |
|---|---|
| 2. | Market purchases based on a discretionary trading contract regarding acquisition of own shares<br> |
| --- | --- |