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

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 FEBRUARY 2025

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 nine-month period ended December  31, 2024.

Exhibit 2:

Notice of Termination of Memorandum of Understanding regarding the Consideration of a Business Integration between Honda Motor Co., Ltd. and Nissan Motor Co., Ltd.

Exhibit 3:

Nissan Motor Co., Ltd., Honda Motor Co., Ltd., and Mitsubishi Motors Corporation terminate MoU regarding consideration of tripartite collaboration

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: February 13, 2025

Consolidated Financial Results for the Fiscal Third Quarter Ended December 31, 2024 (IFRS)

February 13, 2025

 

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 commence dividend payments		:  —
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 Nine Months Ended December 31, 2024 (from April 1, 2024 to December 31, 2024)

 

(1) Consolidated operating results (for the nine months ended December 31)		(% 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
Nine months ended			Yen (millions)				%				Yen (millions)				%				Yen (millions)				%				Yen (millions)				%				Yen (millions)				%				Yen (millions)				%
December 31, 2024			16,328,725				8.9				1,139,920				5.9				1,225,559				-3.1				860,427				-6.9				805,263				-7.4				1,078,630				-21.1
December 31, 2023			14,999,492				19.8				1,076,385				46.7				1,264,524				47.1				924,691				45.9				869,609				49.1				1,366,534				38.8

 

		Earnings per share attributable to owners of the parent - Basic				Earnings per share attributable to owners of the parent - Diluted
Nine months ended		Yen				Yen
December 31, 2024		169.69				169.69
December 31, 2023		176.78				176.78

Explanatory notes:

 

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

 

2.

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)				%
December 31, 2024			31,374,150				13,371,117				13,067,738				41.7
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

 

2.

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			21,600,000				5.7				1,420,000				2.8				1,465,000				-10.8				1,020,000				-13.7				950,000				-14.2				203.03

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

 

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

 

(3) Number of issued shares (common shares)

 

(i)

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

 

 

(ii)

Number of treasury stock at the end of the period

 

 

(iii)

Average number of shares outstanding during the period

 

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.

 

*	Review of the Japanese-language originals of the attached consolidated quarterly financial statements by certified public accountants or an audit firm : None

 

*	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 Third Quarter Ended December 31, 2024

 

1. Overview of Consolidated Financial Results			2
2. Condensed Consolidated Interim Financial Statements and Notes to Condensed Consolidated Interim Financial Statements			3
[1] Condensed Consolidated Statements of Financial Position			3
[2] Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income			4
Condensed Consolidated Statements of Income For the nine months ended December 31, 2023 and 2024			4
Condensed Consolidated Statements of Comprehensive Income For the nine months ended December 31, 2023 and 2024			5
[3] Condensed Consolidated Statements of Changes in Equity			6
[4] Condensed Consolidated Statements of Cash Flows			7
[5] Assumptions for Going Concern			8
[6] Notes to Condensed Consolidated Interim Financial Statements			8

 

—1—

1. Overview of Consolidated Financial Results

Consolidated Operating Results

Honda’s consolidated sales revenue for the nine months ended December 31, 2024 increased by 8.9%, to JPY 16,328.7 billion from the same period last year, due mainly to increased sales revenue in Motorcycle business as well as positive foreign currency translation effects. Operating profit increased by 5.9%, to JPY 1,139.9 billion from the same period last year, due mainly to increased profit attributable to price and cost impacts, which was partially offset by decreased profit attributable to sales impacts as well as increased research and development expenses. Profit before income taxes decreased by 3.1%, to JPY 1,225.5 billion from the same period last year, due mainly to decreased share of profit (loss) of investments accounted for using the equity method. Profit for the period attributable to owners of the parent decreased by 7.4%, to JPY 805.2 billion from the same period last year.

Consolidated Statements of Financial Position

Total assets as of December 31, 2024 increased by JPY 1,600.0 billion, to JPY 31,374.1 billion from March 31, 2024 due mainly to increased receivables from financial service as well as positive foreign currency translation effects. Total liabilities increased by JPY 1,234.7 billion, to JPY 18,003.0 billion from March 31, 2024 due mainly to increased financing liabilities as well as positive foreign currency translation effects, which was partially offset by decreased trade payables. Total equity increased by JPY 365.2 billion, to JPY 13,371.1 billion from March 31, 2024 due mainly to increased retained earnings attributable to profit for the period, which was partially offset by decreased attributable to acquisition of the company’s own shares.

 

—2—

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

[1] Condensed Consolidated Statements of Financial Position

March 31, 2024 and December 31, 2024

 

		Yen (millions)
		Mar. 31, 2024				Dec. 31, 2024
Assets
Current assets:
Cash and cash equivalents			4,954,565				4,961,025
Trade receivables			1,240,090				1,026,082
Receivables from financial services			2,558,594				2,846,121
Other financial assets			229,583				263,514
Inventories			2,442,969				2,507,597
Other current assets			446,763				600,220
Total current assets			11,872,564				12,204,559
Non-current assets:
Investments accounted for using the equity method			1,206,968				1,193,113
Receivables from financial services			5,616,676				6,342,851
Other financial assets			968,142				934,005
Equipment on operating leases			5,202,768				5,776,949
Property, plant and equipment			3,234,413				3,195,253
Intangible assets			999,689				1,061,597
Deferred tax assets			170,856				146,270
Other non-current assets			502,074				519,553
Total non-current assets			17,901,586				19,169,591
Total assets			29,774,150				31,374,150
Liabilities and Equity
Current liabilities:
Trade payables			1,609,836				1,431,635
Financing liabilities			4,105,590				4,793,588
Accrued expenses			638,319				603,901
Other financial liabilities			340,858				346,367
Income taxes payable			157,410				86,590
Provisions			566,722				617,783
Other current liabilities			904,757				935,581
Total current liabilities			8,323,492				8,815,445
Non-current liabilities:
Financing liabilities			6,057,967				6,765,254
Other financial liabilities			316,919				305,033
Retirement benefit liabilities			284,844				302,026
Provisions			385,001				348,267
Deferred tax liabilities			855,067				873,806
Other non-current liabilities			544,988				593,202
Total non-current liabilities			8,444,786				9,187,588
Total liabilities			16,768,278				18,003,033
Equity:
Common stock			86,067				86,067
Capital surplus			205,073				205,324
Treasury stock			(550,808	)			(842,731	)
Retained earnings			10,644,213				11,058,672
Other components of equity			2,312,450				2,560,406
Equity attributable to owners of the parent			12,696,995				13,067,738
Non-controlling interests			308,877				303,379
Total equity			13,005,872				13,371,117
Total liabilities and equity			29,774,150				31,374,150

 

—3—

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

Condensed Consolidated Statements of Income

For the nine months ended December 31, 2023 and 2024

 

		Yen (millions)
		Nine months ended Dec. 31, 2023				Nine months ended Dec. 31, 2024
Sales revenue			14,999,492				16,328,725
Operating costs and expenses:
Cost of sales			(11,737,724	)			(12,802,734	)
Selling, general and administrative			(1,553,992	)			(1,639,854	)
Research and development			(631,391	)			(746,217	)
Total operating costs and expenses			(13,923,107	)			(15,188,805	)
Operating profit			1,076,385				1,139,920
Share of profit (loss) of investments accounted for using the equity method			67,267				(27,265	)
Finance income and finance costs:
Interest income			120,827				150,800
Interest expense			(32,036	)			(38,042	)
Other, net			32,081				146
Total finance income and finance costs			120,872				112,904
Profit before income taxes			1,264,524				1,225,559
Income tax expense			(339,833	)			(365,132	)
Profit for the period			924,691				860,427
Profit for the period attributable to:
Owners of the parent			869,609				805,263
Non-controlling interests			55,082				55,164
		Yen
Earnings per share attributable to owners of the parent
Basic and diluted			176.78				169.69

 

—4—

Condensed Consolidated Statements of Comprehensive Income

For the nine months ended December 31, 2023 and 2024

 

		Yen (millions)
		Nine months ended Dec. 31, 2023				Nine months ended Dec. 31, 2024
Profit for the period			924,691				860,427
Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans			3				1
Net changes in revaluation of financial assets measured at fair value through other comprehensive income			(24,361	)			(5,581	)
Share of other comprehensive income of investments accounted for using the equity method			3,739				(4,782	)
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			255				76
Exchange differences on translating foreign operations			420,937				203,219
Share of other comprehensive income of investments accounted for using the equity method			41,270				25,270
Total other comprehensive income, net of tax			441,843				218,203
Comprehensive income for the period			1,366,534				1,078,630
Comprehensive income for the period attributable to:
Owners of the parent			1,302,313				1,010,220
Non-controlling interests			64,221				68,410

 

—5—

[3] Condensed Consolidated Statements of Changes in Equity

For the nine months ended December 31, 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
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															869,609								869,609				55,082				924,691
Other comprehensive income, net of tax																			432,704				432,704				9,139				441,843
Total comprehensive income for the period															869,609				432,704				1,302,313				64,221				1,366,534
Reclassification to retained earnings															500				(500	)			—								—
Transactions with owners and other
Dividends paid															(241,865	)							(241,865	)			(63,080	)			(304,945	)
Purchases of treasury stock											(213,012	)											(213,012	)							(213,012	)
Disposal of treasury stock											437												437								437
Share-based payment transactions							(66	)															(66	)							(66	)
Equity transactions and others							20,104												3,064				23,168				(39,770	)			(16,602	)
Total transactions with owners and other							20,038				(212,575	)			(241,865	)			3,064				(431,338	)			(102,850	)			(534,188	)
Balance as of December 31, 2023			86,067				205,627				(697,506	)			10,608,372				1,852,665				12,055,225				279,412				12,334,637

For the nine months ended December 31, 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															805,263								805,263				55,164				860,427
Other comprehensive income, net of tax																			204,957				204,957				13,246				218,203
Total comprehensive income for the period															805,263				204,957				1,010,220				68,410				1,078,630
Reclassification to retained earnings															(42,999	)			42,999				—								—
Transactions with owners and other
Dividends paid															(347,805	)							(347,805	)			(77,890	)			(425,695	)
Purchases of treasury stock											(292,247	)											(292,247	)							(292,247	)
Disposal of treasury stock											324												324								324
Share-based payment transactions							251																251								251
Equity transactions and others																											3,982				3,982
Total transactions with owners and other							251				(291,923	)			(347,805	)							(639,477	)			(73,908	)			(713,385	)
Balance as of December 31, 2024			86,067				205,324				(842,731	)			11,058,672				2,560,406				13,067,738				303,379				13,371,117

 

—6—

[4] Condensed Consolidated Statements of Cash Flows

For the nine months ended December 31, 2023 and 2024

 

		Yen (millions)
		Nine months ended Dec. 31, 2023				Nine months ended Dec. 31, 2024
Cash flows from operating activities:
Profit before income taxes			1,264,524				1,225,559
Depreciation, amortization and impairment losses excluding equipment on operating leases			603,367				547,970
Share of (profit) loss of investments accounted for using the equity method			(67,267	)			27,265
Finance income and finance costs, net			(102,083	)			(150,508	)
Interest income and interest costs from financial services, net			(113,840	)			(129,857	)
Changes in assets and liabilities
Trade receivables			(90,595	)			231,008
Inventories			(76,415	)			(31,135	)
Trade payables			(57,560	)			(148,419	)
Accrued expenses			5,876				(66,460	)
Provisions and retirement benefit liabilities			256,484				18,388
Receivables from financial services			(1,151,028	)			(786,260	)
Equipment on operating leases			79,487				(484,806	)
Other assets and liabilities			(71,910	)			(58,905	)
Other, net			(41,841	)			26,046
Dividends received			143,941				114,687
Interest received			406,912				552,972
Interest paid			(181,948	)			(312,413	)
Income taxes paid, net of refunds			(384,385	)			(421,808	)
Net cash provided by operating activities			421,719				153,324
Cash flows from investing activities:
Payments for additions to property, plant and equipment			(229,107	)			(327,265	)
Payments for additions to and internally developed intangible assets			(163,623	)			(231,025	)
Proceeds from sales of property, plant and equipment and intangible assets			5,049				2,394
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			(108,882	)			(89,974	)
Proceeds from sales of investments accounted for using the equity method			—				12,113
Payments for acquisitions of other financial assets			(207,734	)			(365,639	)
Proceeds from sales and redemptions of other financial assets			165,816				362,622
Net cash used in investing activities			(541,421	)			(636,774	)
Cash flows from financing activities:
Proceeds from short-term financing liabilities			8,096,458				6,544,635
Repayments of short-term financing liabilities			(7,947,417	)			(6,194,170	)
Proceeds from long-term financing liabilities			2,420,677				2,560,487
Repayments of long-term financing liabilities			(1,490,708	)			(1,769,582	)
Dividends paid to owners of the parent			(241,865	)			(347,805	)
Dividends paid to non-controlling interests			(49,160	)			(50,622	)
Purchases and sales of treasury stock, net			(212,575	)			(291,923	)
Repayments of lease liabilities			(58,860	)			(56,247	)
Other, net			(13,875	)			4,043
Net cash provided by financing activities			502,675				398,816
Effect of exchange rate changes on cash and cash equivalents			158,488				91,094
Net change in cash and cash equivalents			541,461				6,460
Cash and cash equivalents at beginning of year			3,803,014				4,954,565
Cash and cash equivalents at end of period			4,344,475				4,961,025

 

—7—

[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

 

—8—

Segment information based on products and services

As of and for the nine months ended December 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			2,358,037				9,972,438				2,386,150				282,867				14,999,492				—				14,999,492
Intersegment			—				148,090				1,940				23,664				173,694				(173,694	)			—
Total			2,358,037				10,120,528				2,388,090				306,531				15,173,186				(173,694	)			14,999,492
Segment profit (loss)			411,510				460,522				204,842				(489	)			1,076,385				—				1,076,385
Segment assets			1,798,445				11,031,112				12,921,061				525,382				26,276,000				1,153,756				27,429,756
Depreciation and amortization			53,114				490,106				625,466				12,539				1,181,225				—				1,181,225
Capital expenditures			43,035				372,250				1,737,710				8,847				2,161,842				—				2,161,842

As of and for the nine months ended December 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			2,706,994				10,684,534				2,659,673				277,524				16,328,725				—				16,328,725
Intersegment			—				214,088				3,509				23,789				241,386				(241,386	)			—
Total			2,706,994				10,898,622				2,663,182				301,313				16,570,111				(241,386	)			16,328,725
Segment profit (loss)			501,683				402,617				244,996				(9,376	)			1,139,920				—				1,139,920
Segment assets			2,160,559				12,138,809				15,683,077				586,235				30,568,680				805,470				31,374,150
Depreciation and amortization			54,190				475,975				651,615				12,218				1,193,998				—				1,193,998
Capital expenditures			52,503				502,082				2,358,941				8,796				2,922,322				—				2,922,322

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 December 31, 2023 and 2024 amounted to JPY 1,410,833 million and JPY 1,095,540 million, respectively, which consist primarily of the Company’s cash and cash equivalents and financial assets measured at fair value through other comprehensive income.

[B] 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—

February 13^th, 2025

Honda Motor Co., Ltd.

Nissan Motor Co., Ltd.

Notice of Termination of Memorandum of Understanding regarding the Consideration of a Business Integration between Honda Motor Co., Ltd. (Securities Code: 7267) and Nissan Motor Co., Ltd. (Securities Code: 7201)

Honda Motor Co., Ltd. (“Honda”) and Nissan Motor Co., Ltd., (“Nissan”; Honda and Nissan are collectively referred to as the “Companies”) today agreed to terminate the Memorandum of Understanding (the “MoU”) regarding the consideration of the Business Integration of the Companies (the “Business Integration”), signed on December 23^rd, 2024 by the Companies, and discontinue the discussion and consideration of the Business Integration.

 

1.	Reason of Termination of the MoU

Since signing the MoU, the management teams of the Companies, including the chief executive officers, have discussed and considered the market environment surrounding the Companies, the purpose of the Business Integration, and the management strategies and structures after the Business Integration. Furthermore, considering the importance of the Business Integration, the Companies have carefully consulted with stakeholders of each.

In the course of the discussions between the Companies, various options were considered regarding the structure of Business Integration, including Honda’s proposal to change the scheme of Business Integration to a stock swap, which would make Nissan a wholly owned subsidiary of Honda, from a transition to a joint holding company structure in which Honda nominates a majority of the directors and the president through a joint share transfer, which was the premise of the MoU.

As a result of these discussions, the Companies decided to discontinue the discussion and consideration of the Business Integration based on the conclusion that it would be appropriate to refrain the implementation of the Business Integration by prioritizing the speed of decision making and execution of business measures in response to changes in the rapidly changing market environment in the era of vehicles electrification.

Going forward, the Companies will collaborate within the framework of a strategic partnership aimed at the era of intelligence and electrified vehicles, striving to create new value and maximize the corporate value of the Companies.

 

2.	Financial impact on business performance

As a consequence of the termination of the MoU, there is no impact on the Companies’ financial result, such as expenses and other items recorded at each of the Companies.

End

[Translation]

February 13, 2025

 

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

Nissan Motor Co., Ltd., Honda Motor Co., Ltd., and Mitsubishi Motors Corporation terminate MoU regarding consideration of tripartite collaboration

Honda Motor Co., Ltd. (“Honda”) today announced that Honda agreed to terminate their MoU regarding the consideration of the structure for a tripartite collaboration signed on December 23, 2024, with Nissan Motor Co., Ltd. and Mitsubishi Motors Corporation. For details, please see the attached press release.

- End -

February 13^th, 2025

Nissan Motor Co., Ltd.

Honda Motor Co., Ltd.

Mitsubishi Motors Corporation

Nissan, Honda and Mitsubishi Motors terminate MoU regarding consideration of tripartite collaboration

Nissan Motor Co., Ltd. (“Nissan”), Honda Motor Co., Ltd. (“Honda”), and Mitsubishi Motors Corporation (“Mitsubishi Motors”) today agreed to terminate their MoU regarding the consideration of the structure for a tripartite collaboration, in light of the termination of the MoU signed on December 23^rd last year regarding the consideration of a business integration between Nissan and Honda.

Going forward, the three companies will collaborate within the framework of a strategic partnership aimed at the era of intelligence and electrified vehicles. This framework was established with the MoU signed on August 1^st last year, striving to create new value and maximize the corporate value of each company.