SEC Form 6-K filed by Honda Motor Company Ltd.

SEC Form 6-K filed by Honda Motor Company Ltd.

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Honda Motor Co., Ltd. (HMC:NYSE) announced its consolidated financial results for the fiscal first half year ended September 30, 2024

Honda Motor Co., Ltd. (HMC:NYSE) announced its Consolidated Financial Summary for the Fiscal Year Ended March 31, 2023 and Forecasts for the Fiscal Year Ending March 31, 2024

Honda Motor Co., Ltd. (HMC:NYSE) announced its Consolidated Financial Summary for the Fiscal Nine Months Ended December 31, 2022 and Forecasts for the Fiscal Year Ending March 31, 2023

11/6/24 7:10:55 AM ET

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6-K 1 d847294d6k.htm FORM 6-K Form 6-K

No.1-7628

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF NOVEMBER 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): ☐

Contents

Exhibit 1:

Honda Motor Co., Ltd. announced its consolidated financial results for the fiscal first half year ended September 30, 2024.

Exhibit 2:

Notice Concerning Acquisition of the Company’s Own Shares (Acquisition of the Company’s own shares pursuant to the Articles of Incorporation of the Company in accordance with Article 459, Paragraph 1 of the Company Law)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HONDA GIKEN KOGYO KABUSHIKI KAISHA

( HONDA MOTOR CO., LTD. )

/s/ Sumihiro Takahashi

Sumihiro Takahashi

General Manager

Finance Division

Honda Motor Co., Ltd.

Date: November 6, 2024

Consolidated Financial Results for the Fiscal First Half Year Ended September 30, 2024 (IFRS)

November 6, 2024


Company name		: Honda Motor Co., Ltd.
Listing		: Tokyo Stock Exchange
Securities code		: 7267
URL		: https://global.honda/en/investors/
Representative		: Toshihiro Mibe, Director, President and Representative Executive Officer
Inquiries		: Masao Kawaguchi, Head of Accounting and Finance Supervisory Unit Tel. +81-3-3423-1111
Scheduled date to file semi-annual securities report		: November 8, 2024
Scheduled date to commence dividend payments		: December 4, 2024
Supplemental materials prepared for consolidated financial results		: Yes
Holdings of financial results meeting		: Yes

(Amounts are rounded to the nearest million yen)

1. Consolidated Financial Results for the Six Months Ended September 30, 2024 (from April 1, 2024 to September 30, 2024)


(1) Consolidated operating results (for the six months ended September 30)		(% of change from the same period of the previous fiscal year)


	Sales revenue			Operating profit			Profit before income taxes			Profit for the period			Profit for the period attributable to owners of the parent			Comprehensive income for the period
Six months ended		Yen (millions)	%		Yen (millions)	%		Yen (millions)	%		Yen (millions)	%		Yen (millions)	%		Yen (millions)	%
September 30, 2024		10,797,613	12.4		742,608	6.6		741,953	-15.6		526,847	-19.4		494,683	-19.7		141,946	-90.4
September 30, 2023		9,609,392	18.9		696,573	53.6		879,285	70.5		653,925	77.3		616,301	82.1		1,479,892	11.6


	Earnings per share attributable to owners of the parent - Basic	Earnings per share attributable to owners of the parent - Diluted
Six months ended	Yen	Yen
September 30, 2024	103.25	103.25
September 30, 2023	124.63	124.63

Explanatory notes:

1.	Basic and diluted earnings per share are calculated based on the profit for the period attributable to owners of the parent.

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 and diluted 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 previous fiscal year.

(2) Consolidated financial position


	Total assets		Total equity		Equity attributable to owners of the parent		Ratio of equity attributable to owners of the parent to total assets
As of		Yen (millions)		Yen (millions)		Yen (millions)		%
September 30, 2024		29,273,879		12,672,556		12,391,444		42.3
March 31, 2024		29,774,150		13,005,872		12,696,995		42.6

2. Dividends


	Annual dividends per share
	First quarter-end		Second quarter-end		Third quarter-end		Fiscal year-end		Total
	Yen		Yen		Yen		Yen		Yen
Fiscal year ended March 31, 2024		—		87.00		—		39.00		—
Fiscal year ending March 31, 2025		—		34.00
Fiscal year ending March 31, 2025 (forecast)						—		34.00		68.00

Explanatory notes:

1.	Revisions to the forecast of dividends most recently announced: None

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.

3. Forecast of Consolidated Financial Results for the Fiscal Year Ending March 31, 2025 (from April 1, 2024 to March 31, 2025)

(% of change from the previous fiscal year)


	Sales revenue				Operating profit				Profit before income taxes				Profit for the year				Profit for the year attributable to owners of the parent				Earnings per share attributable to owners of the parent
		Yen (millions	)	%		Yen (millions	)	%		Yen (millions	)	%		Yen (millions	)	%		Yen (millions	)	%		Yen
Full-year		21,000,000		2.8		1,420,000		2.8		1,435,000		-12.6		1,020,000		-13.7		950,000		-14.2		202.00

Explanatory note:

Revisions to the forecast of consolidated financial results most recently announced: Yes

*Explanatory notes

(1) Significant changes in the scope of consolidation during the period: None


Newly included:	- companies	(Company name: -)

Excluded:	- companies	(Company name: -)

(2) Changes in accounting policies and changes in accounting estimates


(i)	Changes in accounting policies required by IFRS	:	None
(ii)	Changes in accounting policies due to other reason	:	None
(iii)	Changes in accounting estimates	:	None

(3) Number of issued shares (common shares)

(i)

Number of issued shares at the end of the period (including treasury stock)


As of September 30, 2024		5,280,000,000 shares
As of March 31, 2024		5,280,000,000 shares

(ii)

Number of treasury stock at the end of the period


As of September 30, 2024		597,435,731 shares
As of March 31, 2024		451,092,624 shares

(iii)

Average number of shares outstanding during the period


Six months ended September 30, 2024		4,790,956,696 shares
Six months ended September 30, 2023		4,944,995,695 shares

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. Number of issued shares at the end of the period (including treasury stock), number of treasury stock at the end of the period and average number of shares outstanding during the period are calculated based on the assumption that the stock split had been implemented at the beginning of the previous fiscal year.

* This consolidated financial results are exempt from review conducted by certified public accountants or an audit firm.

* Proper use of earning forecasts, and other special matters

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.

Honda’s American Depositary Shares are listed and traded on the New York Stock Exchange. One American Depositary Share represents three common shares.

For supplemental materials prepared for consolidated financial results and other information, please refer to Honda’s Investor Relations website (URL https://global.honda/en/investors/).

TABLE OF CONTENTS

Consolidated Financial Results for the Fiscal First Half Year Ended September 30, 2024


Condensed Consolidated Interim Financial Statements and Notes to Condensed Consolidated Interim Financial Statements			2
[1] Condensed Consolidated Statements of Financial Position			2
[2] Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income			3
Condensed Consolidated Statements of Income For the six months ended September 30, 2023 and 2024			3
Condensed Consolidated Statements of Comprehensive Income For the six months ended September 30, 2023 and 2024			4
[3] Condensed Consolidated Statements of Changes in Equity			5
[4] Condensed Consolidated Statements of Cash Flows			6
[5] Assumptions for Going Concern			7
[6] Notes to Condensed Consolidated Interim Financial Statements			7

—1—

Condensed Consolidated Interim Financial Statements and Notes to Condensed Consolidated Interim Financial Statements

[1] Condensed Consolidated Statements of Financial Position

March 31, 2024 and September 30, 2024


	Yen (millions)
	Mar. 31, 2024			Sep. 30, 2024
Assets
Current assets:
Cash and cash equivalents		4,954,565			4,622,289
Trade receivables		1,240,090			973,934
Receivables from financial services		2,558,594			2,556,602
Other financial assets		229,583			345,217
Inventories		2,442,969			2,466,403
Other current assets		446,763			553,699

Total current assets		11,872,564			11,518,144

Non-current assets:
Investments accounted for using the equity method		1,206,968			1,193,010
Receivables from financial services		5,616,676			5,739,232
Other financial assets		968,142			926,554
Equipment on operating leases		5,202,768			5,201,844
Property, plant and equipment		3,234,413			3,058,780
Intangible assets		999,689			1,008,884
Deferred tax assets		170,856			139,278
Other non-current assets		502,074			488,153

Total non-current assets		17,901,586			17,755,735

Total assets		29,774,150			29,273,879

Liabilities and Equity
Current liabilities:
Trade payables		1,609,836			1,410,382
Financing liabilities		4,105,590			4,227,562
Accrued expenses		638,319			581,151
Other financial liabilities		340,858			275,816
Income taxes payable		157,410			72,307
Provisions		566,722			588,174
Other current liabilities		904,757			896,089

Total current liabilities		8,323,492			8,051,481

Non-current liabilities:
Financing liabilities		6,057,967			6,257,401
Other financial liabilities		316,919			302,457
Retirement benefit liabilities		284,844			286,368
Provisions		385,001			351,436
Deferred tax liabilities		855,067			795,448
Other non-current liabilities		544,988			556,732

Total non-current liabilities		8,444,786			8,549,842

Total liabilities		16,768,278			16,601,323

Equity:
Common stock		86,067			86,067
Capital surplus		205,073			205,222
Treasury stock		(550,808	)		(775,202	)
Retained earnings		10,644,213			10,968,984
Other components of equity		2,312,450			1,906,373

Equity attributable to owners of the parent		12,696,995			12,391,444
Non-controlling interests		308,877			281,112

Total equity		13,005,872			12,672,556

Total liabilities and equity		29,774,150			29,273,879

—2—

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

Condensed Consolidated Statements of Income

For the six months ended September 30, 2023 and 2024


	Yen (millions)
	Six months ended Sep. 30, 2023			Six months ended Sep. 30, 2024
Sales revenue		9,609,392			10,797,613
Operating costs and expenses:
Cost of sales		(7,521,751	)		(8,451,364	)
Selling, general and administrative		(986,874	)		(1,125,099	)
Research and development		(404,194	)		(478,542	)

Total operating costs and expenses		(8,912,819	)		(10,055,005	)

Operating profit		696,573			742,608

Share of profit (loss) of investments accounted for using the equity method		66,724			(20,759	)
Finance income and finance costs:
Interest income		77,845			100,693
Interest expense		(19,895	)		(24,996	)
Other, net		58,038			(55,593	)

Total finance income and finance costs		115,988			20,104

Profit before income taxes		879,285			741,953
Income tax expense		(225,360	)		(215,106	)

Profit for the period		653,925			526,847

Profit for the period attributable to:
Owners of the parent		616,301			494,683
Non-controlling interests		37,624			32,164

	Yen
Earnings per share attributable to owners of the parent
Basic and diluted		124.63			103.25

—3—

Condensed Consolidated Statements of Comprehensive Income

For the six months ended September 30, 2023 and 2024


	Yen (millions)
	Six months ended Sep. 30, 2023			Six months ended Sep. 30, 2024
Profit for the period		653,925			526,847
Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans		4			(1	)
Net changes in revaluation of financial assets measured at fair value through other comprehensive income		753			10,627
Share of other comprehensive income of investments accounted for using the equity method		5,280			(5,134	)
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		(429	)		650
Exchange differences on translating foreign operations		768,426			(409,590	)
Share of other comprehensive income of investments accounted for using the equity method		51,933			18,547

Total other comprehensive income, net of tax		825,967			(384,901	)

Comprehensive income for the period		1,479,892			141,946

Comprehensive income for the period attributable to:
Owners of the parent		1,424,586			107,112
Non-controlling interests		55,306			34,834

—4—

[3] Condensed Consolidated Statements of Changes in Equity

For the six months ended September 30, 2023


	Yen (millions)
	Equity attributable to owners of the parent																	Non-controlling interests			Total equity
	Common stock		Capital surplus			Treasury stock			Retained earnings			Other components of equity			Total			Non-controlling interests			Total equity
Balance as of April 1, 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										616,301						616,301			37,624			653,925
Other comprehensive income, net of tax													808,285			808,285			17,682			825,967

Total comprehensive income for the period										616,301			808,285			1,424,586			55,306			1,479,892
Reclassification to retained earnings										375			(375	)		—						—
Transactions with owners and other
Dividends paid										(99,915	)					(99,915	)		(59,549	)		(159,464	)
Purchases of treasury stock							(145,009	)								(145,009	)					(145,009	)
Disposal of treasury stock							394									394						394
Share-based payment transactions				(131	)											(131	)					(131	)

Total transactions with owners and other				(131	)		(144,615	)		(99,915	)					(244,661	)		(59,549	)		(304,210	)

Balance as of September 30, 2023		86,067		185,458			(629,546	)		10,496,889			2,225,307			12,364,175			313,798			12,677,973

For the six months ended September 30, 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, 2024

86,067

205,073

(550,808

)

10,644,213

2,312,450

12,696,995

308,877

13,005,872

Comprehensive income for the period

Profit for the period

494,683

32,164

526,847

Other comprehensive income, net of tax

(387,571

)

(387,571

)

2,670

(384,901

)

Total comprehensive income for the period

494,683

(387,571

)

107,112

34,834

141,946

Reclassification to retained earnings

18,506

(18,506

)

—

Transactions with owners and other

Dividends paid

(188,418

)

(188,418

)

(62,599

)

(251,017

)

Purchases of treasury stock

(224,716

)

(224,716

)

(224,716

)

Disposal of treasury stock

322

Share-based payment transactions

149

Total transactions with owners and other

149

(224,394

)

(188,418

)

(412,663

)

(62,599

)

(475,262

)

Balance as of September 30, 2024

86,067

205,222

(775,202

)

10,968,984

1,906,373

12,391,444

281,112

12,672,556

—5—

[4] Condensed Consolidated Statements of Cash Flows

For the six months ended September 30, 2023 and 2024


	Yen (millions)
	Six months ended Sep. 30, 2023			Six months ended Sep. 30, 2024
Cash flows from operating activities:
Profit before income taxes		879,285			741,953
Depreciation, amortization and impairment losses excluding equipment on operating leases		373,775			366,806
Share of (profit) loss of investments accounted for using the equity method		(66,724	)		20,759
Finance income and finance costs, net		(92,349	)		(37,677	)
Interest income and interest costs from financial services, net		(75,284	)		(84,567	)
Changes in assets and liabilities
Trade receivables		24,114			245,994
Inventories		(905	)		(128,762	)
Trade payables		(69,898	)		(50,094	)
Accrued expenses		(16,454	)		(45,638	)
Provisions and retirement benefit liabilities		65,507			46,916
Receivables from financial services		(728,165	)		(578,916	)
Equipment on operating leases		95,596			(260,142	)
Other assets and liabilities		6,255			(82,529	)
Other, net		(44,023	)		12,942
Dividends received		126,630			81,233
Interest received		255,998			362,299
Interest paid		(110,717	)		(213,162	)
Income taxes paid, net of refunds		(242,689	)		(328,724	)

Net cash provided by operating activities		379,952			68,691
Cash flows from investing activities:
Payments for additions to property, plant and equipment		(141,404	)		(222,043	)
Payments for additions to and internally developed intangible assets		(97,504	)		(142,576	)
Proceeds from sales of property, plant and equipment and intangible assets		4,239			2,058
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		(38,734	)		(60,047	)
Proceeds from sales of investments accounted for using the equity method		—			8,858
Payments for acquisitions of other financial assets		(118,990	)		(249,330	)
Proceeds from sales and redemptions of other financial assets		106,207			143,974

Net cash used in investing activities		(289,126	)		(519,106	)
Cash flows from financing activities:
Proceeds from short-term financing liabilities		6,065,976			4,282,239
Repayments of short-term financing liabilities		(5,805,967	)		(4,188,493	)
Proceeds from long-term financing liabilities		1,498,319			1,840,856
Repayments of long-term financing liabilities		(1,185,750	)		(1,120,027	)
Dividends paid to owners of the parent		(99,915	)		(188,418	)
Dividends paid to non-controlling interests		(45,228	)		(46,947	)
Purchases and sales of treasury stock, net		(144,615	)		(224,394	)
Repayments of lease liabilities		(39,773	)		(37,215	)

Net cash provided by financing activities		243,047			317,601
Effect of exchange rate changes on cash and cash equivalents		303,626			(199,462	)

Net change in cash and cash equivalents		637,499			(332,276	)
Cash and cash equivalents at beginning of year		3,803,014			4,954,565

Cash and cash equivalents at end of period		4,440,513			4,622,289

—6—

[5] Assumptions for Going Concern

None

[6] Notes to Condensed Consolidated Interim 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), 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

—7—

Segment information based on products and services

As of and for the six months ended September 30, 2023


	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Power Products and Other Businesses		Segment Total		Reconciling Items			Consolidated
Sales revenue:
External customers		1,572,558		6,262,289		1,576,608		197,937		9,609,392		—			9,609,392
Intersegment		—		84,816		1,256		16,387		102,459		(102,459	)		—

Total		1,572,558		6,347,105		1,577,864		214,324		9,711,851		(102,459	)		9,609,392

Segment profit (loss)		253,384		301,380		137,002		4,807		696,573		—			696,573

Segment assets		1,803,540		10,962,398		12,977,324		511,240		26,254,502		1,422,101			27,676,603
Depreciation and amortization		34,486		328,359		415,578		8,592		787,015		—			787,015
Capital expenditures		26,781		233,741		1,115,856		6,036		1,382,414		—			1,382,414

As of and for the six months ended September 30, 2024

Yen (millions)

Motorcycle
Business

Automobile
Business

Financial
Services
Business

Power Products
and Other
Businesses

Segment
Total

Reconciling
Items

Consolidated

Sales revenue:

External customers

1,810,786

6,987,551

1,811,879

187,397

10,797,613

—

10,797,613

Intersegment

—

142,974

2,639

15,846

161,459

(161,459

)

—

Total

1,810,786

7,130,525

1,814,518

203,243

10,959,072

(161,459

)

10,797,613

Segment profit (loss)

325,852

258,037

162,707

(3,988

)

742,608

—

742,608

Segment assets

2,027,742

11,357,893

14,236,061

540,716

28,162,412

1,111,467

29,273,879

Depreciation and amortization

35,855

319,282

431,182

8,030

794,349

—

794,349

Capital expenditures

28,702

295,368

1,571,614

5,161

1,900,845

—

1,900,845

Explanatory notes:

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

Reconciling items include elimination of intersegment transactions and balances as well as unallocated corporate assets. Unallocated corporate assets, included in reconciling items as of September 30, 2023 and 2024 amounted to JPY 1,605,913 million and JPY 1,399,039 million, respectively, which consist primarily of the Company’s cash and cash equivalents and financial assets measured at fair value through other comprehensive income.

—8—

[B] Subsequent Event

Acquisition of the Company’s Own Shares

The Board of Directors of the Company, at its meeting held on November 6, 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 70,000,000 shares (1.5 % of total number of issued shares (excluding treasury stock))

(3)

Total amount of shares to be acquired:

Up to 100,000 million yen

(4)

Period of acquisition:

Starting on November 7, 2024 and ending on October 31, 2025

(5)

Method of acquisition:

Market purchases on the Tokyo Stock Exchange

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

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

[C] Other

Loss related to airbag inflators

Honda has been conducting market-based measures in relation to airbag inflators. Honda recognizes a provision for specific warranty costs when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. There is a possibility that Honda will need to recognize additional provisions when new evidence related to the product recalls arise, however, it is not possible for Honda to reasonably estimate the amount and timing of potential future losses as of the date of this report.

—9—

[Translation]

November 6, 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 November 6, 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 70,000,000 shares (1.5 % of total number of issued shares (excluding treasury stock))

(3)

Total amount of shares to be acquired:

Up to 100 billion yen

(4)

Period of acquisition:

Starting on November 7, 2024 and ending on October 31, 2025

(5)

Method of acquisition:

Market purchases on the Tokyo Stock Exchange

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

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

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Date	Rating	Analyst
9/7/2023	Equal-Weight → Overweight	Morgan Stanley
7/6/2023	Neutral → Sell	UBS
6/20/2023	Buy → Neutral	Nomura
2/28/2023	Neutral → Overweight	JP Morgan
10/5/2021	Overweight → Neutral	JP Morgan

Reference:

The Company’s treasury stock held as of September 30, 2024

Total number of issued shares (excluding treasury stock):

4,682,564,269 shares

Total number of treasury stock:

597,435,731 shares