Form 424B2 HONDA MOTOR CO LTD

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-263008

PROSPECTUS SUPPLEMENT

(See prospectus of February 25, 2022)

HONDA MOTOR CO., LTD.

(incorporated under the laws of Japan with limited liability)

$1,000,000,000 2.271% senior bond due 2025

$1,000,000,000 2.534% senior bond due 2027

$750,000,000 of 2.967% senior notes due 2032

Honda Motor Co., Ltd., or Honda, will issue $1,000,000,000 aggregate principal amount of senior notes due March 10, 2025, or the 2025 Notes, $1,000,000,000 aggregate principal amount of senior notes due March 10, 2027, or the 2027 Notes, and US$750,000,000 aggregate principal amount of senior notes due March 10, 2032, or the 2032 Notes and, together with the 2025 Notes and 2027 tickets, tickets. The 2025 Notes, the 2027 Notes and the 2032 Notes will bear interest from March 10, 2022, at the annual rate of 2.271%, 2.534% and 2.967%, respectively, payable semi-annually in arrears on March 10 and September 10 of each year, from September 10, 2022.

We intend to allocate an amount equal to the net proceeds from the issuance of the Notes to new eligible green projects, as defined in the “Use of Proceeds” section. See “Product Use”.

The Notes of each series may be redeemed at any time prior to maturity in the circumstances described under “Description of the Notes — Optional Redemption” below and as set forth under “Description of the Senior Debt Obligations — Redemption optional tax” in the enclosed prospectus. The Notes will not be subject to any sinking fund. The Notes of each series will be issued only in registered form in minimum denominations of US$2,000 and integral multiples of US$1,000 above.

The Notes will not be listed on any stock exchange or quoted on any dealer’s automated quotation system.

Investing in the Notes involves risks. You should carefully consider the risk factors set forth in “Item 3. Key Information—D. Risk Factors” of our last annual report on form 20-F filed with the United States Securities and Exchange Commission, or the SEC, in the “Risk Factors” section beginning on page S-11 of this Prospectus Supplement and in the documents incorporated by reference herein before making any decision to invest in the Notes.

By 2025
Remark
By 2027
Remark
By 2032
Remark
Total

Public offering price(1)

100,000 % 100,000 % 100,000 % US DOLLARS$ 2,750,000,000

Subscription discounts(2)

0.250 % 0.350 % 0.450 % US DOLLARS$ 9,375,000

Revenue, before expenses(1)

99.750 % 99.650 % 99.550 % US DOLLARS$ 2,740,625,000

(1)

Plus accrued interest from March 10, 2022, if settlement occurs after that date.

(2)

For more information on the subscription fee, see “Subscription”.

Neither the SEC nor any state securities commission has approved or disapproved of such securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offence.

The Notes of each series will be represented by one or more global certificates deposited with a depositary and registered in the name of a nominee of The Depository Trust Company or DTC. Beneficial interests in such global certificates will be disclosed and transfers thereof made through records maintained by DTC and its direct and indirect participants, including Euroclear Bank SA/NV, or Euroclear, and Clearstream Banking SA, or Clearstream. Except as described in this Prospectus Supplement or the accompanying Prospectus, Notes in definitive certificate form will not be issued in exchange for global certificates.

The Notes are expected to be delivered in book-entry only form, through the facilities of DTC and its participants, including Euroclear and Clearstream, on or about March 10, 2022.

Joint Lead Managers and Joint Bookrunners

JP Morgan

BofA securities

Citigroup

Morgan Stanley

Co-managers

Barclays BNP PARIBAS Mizuho Securities Nomura

Prospectus supplement dated March 3, 2022

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