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 MAY 2021

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:

Exhibit 2:

Exhibit 3:

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/ Masao Kawaguchi

Masao Kawaguchi

General Manager

Finance Division

Honda Motor Co., Ltd.

Date: May 14, 2021

May 14, 2021

HONDA MOTOR CO., LTD. REPORTS

CONSOLIDATED FINANCIAL RESULTS

FOR THE FISCAL FOURTH QUARTER AND

THE FISCAL YEAR ENDED MARCH 31, 2021

Tokyo, May 14, 2021 — Honda Motor Co., Ltd. today announced its consolidated financial results for the fiscal fourth quarter and the fiscal year ended March 31, 2021.

Fiscal Year Results

While the global economy which had slowed down due to the spread of coronavirus disease 2019 (COVID-19) has been on a recovery track, it has still affected Honda’s consolidated financial results for the fiscal year ended March 31, 2021.

Resulting from travel restriction measures by government, Honda’s production bases in Japan and overseas were also affected by suspended or reduced production mainly due to restrictions on employees’ commute to the workplaces and delays in the supply of parts within the supply chain. Some dealers in Japan and overseas were obliged to suspend business, shorten business hours, or reduce services such as inspections and repairs. As of the date of this report, Honda has been largely resuming its business activities and there is no significant impact on its businesses in major countries or regions.

Honda’s consolidated sales revenue for the fiscal year ended March 31, 2021 decreased by 11.8%, to JPY 13,170.5 billion from the fiscal year ended March 31, 2020, due mainly to decreased sales revenue in all business operations. Operating profit increased by 4.2%, to JPY 660.2 billion from the previous fiscal year, due mainly to decreased selling, general and administrative expenses as well as continuing cost reduction, which was partially offset by a decrease in profit attributable to decreased sales revenue and model mix. Profit before income taxes increased by 15.7%, to JPY 914.0 billion from the previous fiscal year. Profit for the year attributable to owners of the parent increased by 44.3%, to JPY 657.4 billion from the previous fiscal year.

Earnings per share attributable to owners of the parent for the year amounted to JPY 380.75, an increase of JPY 120.63 from the previous fiscal year. One Honda American Depository Share represents one common share.

Fourth Quarter Results

Consolidated sales revenue for the three months ended March 31, 2021 increased by 4.8%, to JPY 3,623.8 billion from the same period last year, due mainly to increased sales revenue in all business operations. Operating profit was JPY 213.2 billion, an increase of JPY 218.8 billion from the same period last year, due mainly to decreased selling, general and administrative expenses as well as an increase in profit attributable to increased sales revenue and model mix. Profit before income taxes was JPY 255.3 billion, an increase of JPY 251.5 billion from the same period last year. Profit for the period attributable to owners of the parent was JPY 213.3 billion, an increase of JPY 242.8 billion from the same period last year.

Earnings per share attributable to owners of the parent for the quarter amounted to JPY 123.55, an increase of JPY 140.56 from the corresponding period last year.

—1—

Consolidated Statements of Financial Position for the Fiscal Year Ended March 31, 2021

Total assets increased by JPY 1,459.5 billion, to JPY 21,921.0 billion from March 31, 2020 due mainly to an increase in investments accounted for using the equity method, other financial assets as well as positive foreign currency translation effects. Total liabilities increased by JPY 372.7 billion, to JPY 12,548.1 billion from March 31, 2020 due mainly to an increase in deferred tax liabilities as well as positive foreign currency translation effects, which was partially offset by retirement benefit liabilities. Total equity increased by JPY 1,086.8 billion, to JPY 9,372.8 billion from March 31, 2020 due mainly to increased retained earnings attributable to profit for the year.

Consolidated Statements of Cash Flows for the Fiscal Year Ended March 31, 2021

Consolidated cash and cash equivalents on March 31, 2021 increased by JPY 85.6 billion from March 31, 2020, to JPY 2,758.0 billion. The reasons for the increases or decreases for each cash flow activity, when compared with the previous fiscal year, are as follows:

Net cash provided by operating activities amounted to JPY 1,072.3 billion of cash inflows. Cash inflows from operating activities increased by JPY 92.9 billion compared with the previous fiscal year, due mainly to decreased payments for selling, general and administrative expenses as well as parts and raw materials, which was partially offset by decreased cash received from customers.

Net cash used in investing activities amounted to JPY 796.8 billion of cash outflows. Cash outflows from investing activities increased by JPY 177.4 billion compared with the previous fiscal year, due mainly to increased payments for acquisitions of other financial assets, which was partially offset by decreased payments for additions to property, plant and equipment.

Net cash used in financing activities amounted to JPY 283.9 billion of cash outflows. Cash outflows from financing activities increased by JPY 196.5 billion compared with the previous fiscal year, due mainly to increased repayments of financing liabilities.

—2—

Forecasts for the Fiscal Year Ending March 31, 2022

In regard to the forecasts of the financial results for the fiscal year ending March 31, 2022, Honda projects consolidated results to be as shown below:

Fiscal year ending March 31, 2022

	Yen (billions)		Changes from FY 2021
Sales revenue		15,200.0		+ 15.4	%
Operating profit		660.0		- 0.0	%
Profit before income taxes		870.0		- 4.8	%
Profit for the year		630.0		- 9.4	%
Profit for the year attributable to owners of the parent		590.0		- 10.3	%
	Yen
Earnings per share attributable to owners of the parent
Basic and diluted		341.70

Note: The forecasts are based on the assumption that the average exchange rates for the Japanese yen to the U.S. dollar will be JPY 105 for the full year ending March 31, 2022.

The reasons for the increases or decreases in the forecasts of the operating profit, and profit before income taxes for the fiscal year ending March 31, 2022 from the previous year are as follows.

	Yen (billions)
Revenue, model mix, etc.		+ 332.8
Cost reduction, the effect of raw material cost fluctuations, etc.		- 51.0
SG&A expenses		- 226.0
R&D expenses		- 91.0
Currency effect		+ 35.0
Operating profit compared with fiscal year ended March 31, 2021		- 0.2
Share of profit of investments accounted for using the equity method		- 52.7
Finance income and finance costs		+ 8.8
Profit before income taxes compared with fiscal year ended March 31, 2021		- 44.0

—3—

Dividend per Share of Common Stock

Fiscal fourth quarter dividend is JPY 54 per share of common stock. The total annual dividend per share of common stock for the fiscal year ended March 31, 2021, is JPY 110 per share.

The Board of Directors of the Company, at its meeting held on May 14, 2021, resolved that the Company will change its Profit Redistribution Policy in which the Company will strive to pay stable and continuous dividends aiming at a consolidated dividend payout ratio of approximately 30% and that the basic policy for dividends is to make semiannual distributions (an interim dividend and a year-end dividend), on the condition of receiving approval regarding the necessary amendments to the Articles of Incorporation at the Ordinary General Meeting of Shareholders of the Company scheduled to be held in June 2021.

The Company expects to distribute an interim cash dividend of JPY 55 per share and a year-end cash dividend of JPY 55 per share for the fiscal year ending March 31, 2022. As a result, total cash dividends for the fiscal year ending March 31, 2022 are expected to be JPY 110 per share.

This announcement contains “forward-looking statements” as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on management’s assumptions and beliefs taking into account information currently available to it. Therefore, please be advised that the actual results of the Company could differ materially from those described in these forward-looking statements as a result of numerous factors, including general economic conditions in the principal markets of the Company, its consolidated subsidiaries and its affiliates accounted for by the equity-method, and fluctuation of foreign exchange rates, as well as other factors detailed from time to time. The various factors for increases and decreases in profit have been classified in accordance with a method that Honda considers reasonable.

Basic Rationale for Selection of Accounting Standards

The Company adopted IFRS for the Company’s consolidated financial statements from the year ended March 31, 2015 which have been included in the annual securities report (to be submitted to the Financial Services Agency of Japan) and Form 20-F (to be submitted to the U.S. Securities and Exchange Commission), aiming at improving comparability of financial information across international capital markets as well as standardization of financial information and enhancing efficiency of financial reporting of the Company and its consolidated subsidiaries.

—4—

[1] Consolidated Statements of Financial Position

March 31, 2020 and 2021

	Yen (millions)
	Mar. 31, 2020			Mar. 31, 2021
Assets
Current assets:
Cash and cash equivalents		2,672,353			2,758,020
Trade receivables		633,909			801,814
Receivables from financial services		1,878,358			1,794,654
Other financial assets		190,053			295,307
Inventories		1,560,568			1,545,600
Other current assets		365,769			383,696
Total current assets		7,301,010			7,579,091
Non-current assets:
Investments accounted for using the equity method		655,475			891,002
Receivables from financial services		3,282,807			3,619,896
Other financial assets		441,724			628,533
Equipment on operating leases		4,626,063			4,919,916
Property, plant and equipment		3,051,704			3,021,514
Intangible assets		760,434			818,763
Deferred tax assets		132,553			99,552
Other non-current assets		209,695			342,763
Total non-current assets		13,160,455			14,341,939
Total assets		20,461,465			21,921,030
Liabilities and Equity
Current liabilities:
Trade payables		958,469			1,088,061
Financing liabilities		3,248,457			3,005,624
Accrued expenses		449,716			415,106
Other financial liabilities		209,065			182,145
Income taxes payable		43,759			47,793
Provisions		287,175			362,151
Other current liabilities		593,447			614,577
Total current liabilities		5,790,088			5,715,457
Non-current liabilities:
Financing liabilities		4,221,229			4,715,361
Other financial liabilities		303,570			280,809
Retirement benefit liabilities		578,909			358,532
Provisions		238,439			278,890
Deferred tax liabilities		698,868			842,001
Other non-current liabilities		344,339			357,141
Total non-current liabilities		6,385,354			6,832,734
Total liabilities		12,175,442			12,548,191
Equity:
Common stock		86,067			86,067
Capital surplus		171,823			172,049
Treasury stock		(273,940	)		(273,786	)
Retained earnings		8,142,948			8,901,266
Other components of equity		(114,639	)		196,710
Equity attributable to owners of the parent		8,012,259			9,082,306
Non-controlling interests		273,764			290,533
Total equity		8,286,023			9,372,839
Total liabilities and equity		20,461,465			21,921,030

—5—

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

Consolidated Statements of Income

For the years ended March 31, 2020 and 2021

	Yen (millions)
	Year ended Mar. 31, 2020			Year ended Mar. 31, 2021
Sales revenue		14,931,009			13,170,519
Operating costs and expenses:
Cost of sales		(11,851,659	)		(10,439,689	)
Selling, general and administrative		(1,641,590	)		(1,331,728	)
Research and development		(804,123	)		(738,894	)
Total operating costs and expenses		(14,297,372	)		(12,510,311	)
Operating profit		633,637			660,208
Share of profit of investments accounted for using the equity method		164,203			272,734
Finance income and finance costs:
Interest income		49,412			19,805
Interest expense		(24,689	)		(13,877	)
Other, net		(32,645	)		(24,817	)
Total finance income and finance costs		(7,922	)		(18,889	)
Profit before income taxes		789,918			914,053
Income tax expense		(279,986	)		(218,609	)
Profit for the year		509,932			695,444
Profit for the year attributable to:
Owners of the parent		455,746			657,425
Non-controlling interests		54,186			38,019
	Yen
Earnings per share attributable to owners of the parent
Basic and diluted		260.13			380.75

—6—

Consolidated Statements of Comprehensive Income

For the years ended March 31, 2020 and 2021

	Yen (millions)
	Year ended Mar. 31, 2020			Year ended Mar. 31, 2021
Profit for the year		509,932			695,444
Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans		(102,983	)		238,262
Net changes in revaluation of financial assets measured at fair value through other comprehensive income		(23,361	)		67,603
Share of other comprehensive income of investments accounted for using the equity method		(1,550	)		4,910
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		279			(43	)
Exchange differences on translating foreign operations		(293,201	)		239,097
Share of other comprehensive income of investments accounted for using the equity method		(30,393	)		27,350
Total other comprehensive income, net of tax		(451,209	)		577,179
Comprehensive income for the year		58,723			1,272,623
Comprehensive income for the year attributable to:
Owners of the parent		24,287			1,214,757
Non-controlling interests		34,436			57,866

—7—

Consolidated Statements of Income

For the three months ended March 31, 2020 and 2021

	Yen (millions)
	Three months ended Mar. 31, 2020			Three months ended Mar. 31, 2021
Sales revenue		3,458,060			3,623,806
Operating costs and expenses:
Cost of sales		(2,761,533	)		(2,845,168	)
Selling, general and administrative		(477,999	)		(327,517	)
Research and development		(224,145	)		(237,913	)
Total operating costs and expenses		(3,463,677	)		(3,410,598	)
Operating profit (loss)		(5,617	)		213,208
Share of profit of investments accounted for using the equity method		14,472			68,164
Finance income and finance costs:
Interest income		10,847			6,233
Interest expense		(9,564	)		(5,314	)
Other, net		(6,388	)		(26,945	)
Total finance income and finance costs		(5,105	)		(26,026	)
Profit before income taxes		3,750			255,346
Income tax expense		(25,273	)		(31,800	)
Profit (loss) for the period		(21,523	)		223,546
Profit (loss) for the period attributable to:
Owners of the parent		(29,542	)		213,323
Non-controlling interests		8,019			10,223
	Yen
Earnings (loss) per share attributable to owners of the parent
Basic and diluted		(17.01	)		123.55

—8—

Consolidated Statements of Comprehensive Income

For the three months ended March 31, 2020 and 2021

	Yen (millions)
	Three months ended Mar. 31, 2020			Three months ended Mar. 31, 2021
Profit (loss) for the period		(21,523	)		223,546
Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans		(102,983	)		238,262
Net changes in revaluation of financial assets measured at fair value through other comprehensive income		(26,698	)		3,603
Share of other comprehensive income of investments accounted for using the equity method		(2,254	)		4,297
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		180			(170	)
Exchange differences on translating foreign operations		(202,593	)		353,105
Share of other comprehensive income of investments accounted for using the equity method		(7,062	)		21,578
Total other comprehensive income, net of tax		(341,410	)		620,675
Comprehensive income for the period		(362,933	)		844,221
Comprehensive income for the period attributable to:
Owners of the parent		(354,380	)		820,555
Non-controlling interests		(8,553	)		23,666

—9—

[3] Consolidated Statements of Changes in Equity

For the years ended March 31, 2020 and 2021

	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, 2019		86,067		171,460		(177,827	)		7,973,637			214,383			8,267,720			298,070			8,565,790
Comprehensive income for the year
Profit for the year									455,746						455,746			54,186			509,932
Other comprehensive income, net of tax												(431,459	)		(431,459	)		(19,750	)		(451,209	)
Total comprehensive income for the year									455,746			(431,459	)		24,287			34,436			58,723
Reclassification to retained earnings									(102,437	)		102,437			—						—
Transactions with owners and other
Dividends paid									(196,795	)					(196,795	)		(55,693	)		(252,488	)
Purchases of treasury stock						(96,284	)								(96,284	)					(96,284	)
Disposal of treasury stock						171									171						171
Share-based payment transactions				363											363						363
Equity transactions and others																		(3,049	)		(3,049	)
Total transactions with owners and other				363		(96,113	)		(196,795	)					(292,545	)		(58,742	)		(351,287	)
Other changes									12,797						12,797						12,797
Balance as of March 31, 2020		86,067		171,823		(273,940	)		8,142,948			(114,639	)		8,012,259			273,764			8,286,023
Comprehensive income for the year
Profit for the year									657,425						657,425			38,019			695,444
Other comprehensive income, net of tax												557,332			557,332			19,847			577,179
Total comprehensive income for the year									657,425			557,332			1,214,757			57,866			1,272,623
Reclassification to retained earnings									245,983			(245,983	)		—						—
Transactions with owners and other
Dividends paid									(145,090	)					(145,090	)		(43,348	)		(188,438	)
Purchases of treasury stock						(6	)								(6	)					(6	)
Disposal of treasury stock						160									160						160
Share-based payment transactions				226											226						226
Equity transactions and others																		2,251			2,251
Total transactions with owners and other				226		154			(145,090	)					(144,710	)		(41,097	)		(185,807	)
Balance as of March 31, 2021		86,067		172,049		(273,786	)		8,901,266			196,710			9,082,306			290,533			9,372,839

—10—

[4] Consolidated Statements of Cash Flows

For the years ended March 31, 2020 and 2021

	Yen (millions)
	Year ended			Year ended
	Mar. 31, 2020			Mar. 31, 2021
Cash flows from operating activities:
Profit before income taxes		789,918			914,053
Depreciation, amortization and impairment losses excluding equipment on operating leases		699,877			624,239
Share of profit of investments accounted for using the equity method		(164,203	)		(272,734	)
Finance income and finance costs, net		(47,892	)		22,630
Interest income and interest costs from financial services, net		(130,636	)		(137,178	)
Changes in assets and liabilities
Trade receivables		132,702			(133,788	)
Inventories		(59,931	)		68,281
Trade payables		(141,159	)		101,301
Accrued expenses		(4,529	)		(40,927	)
Provisions and retirement benefit liabilities		118			106,829
Receivables from financial services		103,614			(59,934	)
Equipment on operating leases		(270,677	)		(161,579	)
Other assets and liabilities		(20,524	)		(72,473	)
Other, net		10,959			5,190
Dividends received		185,742			191,112
Interest received		288,821			236,729
Interest paid		(162,263	)		(113,100	)
Income taxes paid, net of refunds		(230,522	)		(206,272	)
Net cash provided by operating activities		979,415			1,072,379
Cash flows from investing activities:
Payments for additions to property, plant and equipment		(370,195	)		(318,410	)
Payments for additions to and internally developed intangible assets		(231,063	)		(232,727	)
Proceeds from sales of property, plant and equipment and intangible assets		17,638			6,770
Payments for acquisitions of subsidiaries, net of cash and cash equivalents acquired		(3,047	)		2,230
Payments for acquisitions of investments accounted for using the equity method		(14,584	)		(110,747	)
Proceeds from sales of investments accounted for using the equity method		—			12,570
Payments for acquisitions of other financial assets		(282,806	)		(433,375	)
Proceeds from sales and redemptions of other financial assets		265,980			276,808
Other, net		(1,404	)		—
Net cash used in investing activities		(619,481	)		(796,881	)
Cash flows from financing activities:
Proceeds from short-term financing liabilities		9,037,608			9,115,347
Repayments of short-term financing liabilities		(9,039,601	)		(9,294,859	)
Proceeds from long-term financing liabilities		2,021,173			1,948,835
Repayments of long-term financing liabilities		(1,676,504	)		(1,798,429	)
Dividends paid to owners of the parent		(196,795	)		(145,090	)
Dividends paid to non-controlling interests		(54,280	)		(41,755	)
Purchases and sales of treasury stock, net		(96,113	)		154
Repayments of lease liabilities		(78,659	)		(67,628	)
Other, net		(4,240	)		(555	)
Net cash provided by (used in) financing activities		(87,411	)		(283,980	)
Effect of exchange rate changes on cash and cash equivalents		(94,291	)		94,149
Net change in cash and cash equivalents		178,232			85,667
Cash and cash equivalents at beginning of year		2,494,121			2,672,353
Cash and cash equivalents at end of year		2,672,353			2,758,020

—11—

[5] Assumptions for Going Concern

None

—12—

[6] Notes to Consolidated Financial Statements

[A] Segment Information

Honda has four reportable segments: Motorcycle business, Automobile business, Financial services business and Life creation and other businesses, which are based on Honda’s organizational structure and characteristics of products and services. Operating segments are defined as 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 these reportable segments are consistent with the accounting policies used in the Company’s consolidated financial statements.

Principal products and services, and functions of each segment are as follows:

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
Life Creation and Other Businesses	Power products and relevant parts, and others	Research and development Manufacturing Sales and related services Others

Segment information based on products and services

As of and for the year ended March 31, 2020

	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Life Creation and Other Businesses			Segment Total		Reconciling Items			Consolidated
Sales revenue:
External customers		2,059,335		9,959,080		2,586,965		325,629			14,931,009		—			14,931,009
Intersegment		—		235,558		13,972		25,025			274,555		(274,555	)		—
Total		2,059,335		10,194,638		2,600,937		350,654			15,205,564		(274,555	)		14,931,009
Segment profit (loss)		285,668		153,323		219,704		(25,058	)		633,637		—			633,637
Segment assets		1,483,888		7,821,499		10,282,136		354,472			19,941,995		519,470			20,461,465
Depreciation and amortization		67,512		555,153		823,996		14,742			1,461,403		—			1,461,403
Capital expenditures		93,871		498,260		2,248,597		17,611			2,858,339		—			2,858,339

As of and for the year ended March 31, 2021

	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Life Creation and Other Businesses			Segment Total		Reconciling Items			Consolidated
Sales revenue:
External customers		1,787,283		8,567,205		2,494,294		321,737			13,170,519		—			13,170,519
Intersegment		—		212,144		12,494		20,107			244,745		(244,745	)		—
Total		1,787,283		8,779,349		2,506,788		341,844			13,415,264		(244,745	)		13,170,519
Segment profit (loss)		224,608		90,255		356,980		(11,635	)		660,208		—			660,208
Segment assets		1,555,057		8,643,109		10,832,645		374,169			21,404,980		516,050			21,921,030
Depreciation and amortization		68,258		515,241		825,975		15,644			1,425,118		—			1,425,118
Capital expenditures		48,800		500,431		2,006,264		11,609			2,567,104		—			2,567,104

—13—

For the three months ended March 31, 2020

	Yen (millions)
	Motorcycle Business		Automobile Business			Financial Services Business		Life Creation and Other Businesses			Segment Total			Reconciling Items			Consolidated
Sales revenue:
External customers		473,565		2,267,961			625,013		91,521			3,458,060			—			3,458,060
Intersegment		—		70,772			3,346		5,708			79,826			(79,826	)		—
Total		473,565		2,338,733			628,359		97,229			3,537,886			(79,826	)		3,458,060
Segment profit (loss)		63,486		(75,677	)		22,943		(16,369	)		(5,617	)		—			(5,617	)
For the three months ended March 31, 2021
	Yen (millions)
	Motorcycle Business		Automobile Business			Financial Services Business		Life Creation and Other Businesses			Segment Total			Reconciling Items			Consolidated
Sales revenue:
External customers		529,110		2,359,477			640,653		94,566			3,623,806			—			3,623,806
Intersegment		—		58,935			2,974		5,837			67,746			(67,746	)		—
Total		529,110		2,418,412			643,627		100,403			3,691,552			(67,746	)		3,623,806
Segment profit (loss)		72,229		37,631			106,399		(3,051	)		213,208			—			213,208

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 March 31, 2020 and 2021 amounted to JPY 787,022 million and JPY 696,327 million, respectively, which consist primarily of the Company’s cash and cash equivalents and financial assets measured at fair value through other comprehensive income.

In addition to the disclosure required by IFRS, Honda provides the following supplemental information for the financial statements users:

Supplemental geographical information based on the location of the Company and its subsidiaries

As of and for the year ended March 31, 2020

	Yen (millions)
	Japan			North America		Europe		Asia		Other Regions		Total		Reconciling Items			Consolidated
Sales revenue:
External customers		2,307,523			8,167,345		561,856		3,207,470		686,815		14,931,009		—			14,931,009
Inter-geographic areas		2,115,411			389,474		210,713		652,231		6,825		3,374,654		(3,374,654	)		—
Total		4,422,934			8,556,819		772,569		3,859,701		693,640		18,305,663		(3,374,654	)		14,931,009
Operating profit (loss)		(28,162	)		305,315		14,996		319,565		37,289		649,003		(15,366	)		633,637
Assets		4,889,920			11,375,801		689,158		2,851,027		518,445		20,324,351		137,114			20,461,465
Non-current assets other than financial instruments, deferred tax assets and net defined benefit assets		3,003,416			4,755,072		58,735		658,397		109,046		8,584,666		—			8,584,666

As of and for the year ended March 31, 2021

	Yen (millions)
	Japan			North America		Europe		Asia		Other Regions			Total		Reconciling Items			Consolidated
Sales revenue:
External customers		2,190,797			7,081,264		503,549		2,966,814		428,095			13,170,519		—			13,170,519
Inter-geographic areas		1,677,038			399,573		178,300		491,965		6,400			2,753,276		(2,753,276	)		—
Total		3,867,835			7,480,837		681,849		3,458,779		434,495			15,923,795		(2,753,276	)		13,170,519
Operating profit (loss)		(75,935	)		455,888		27,460		251,886		(5,034	)		654,265		5,943			660,208
Assets		5,295,475			12,209,455		677,066		3,267,417		482,918			21,932,331		(11,301	)		21,921,030
Non-current assets other than financial instruments, deferred tax assets and net defined benefit assets		3,050,270			5,039,085		60,790		666,795		117,528			8,934,468		—			8,934,468

—14—

For the three months ended March 31, 2020

	Yen (millions)
	Japan			North America		Europe		Asia		Other Regions		Total		Reconciling Items			Consolidated
Sales revenue:
External customers		592,951			1,908,290		135,260		674,688		146,871		3,458,060		—			3,458,060
Inter-geographic areas		491,668			103,840		54,251		151,447		1,586		802,792		(802,792	)		—
Total		1,084,619			2,012,130		189,511		826,135		148,457		4,260,852		(802,792	)		3,458,060
Operating profit (loss)		(66,228	)		24,579		3,992		44,654		1,734		8,731		(14,348	)		(5,617	)

For the three months ended March 31, 2021

	Yen (millions)
	Japan			North America		Europe		Asia		Other Regions			Total		Reconciling Items			Consolidated
Sales revenue:
External customers		630,953			1,880,942		152,586		842,041		117,284			3,623,806		—			3,623,806
Inter-geographic areas		487,173			128,979		56,589		162,327		1,891			836,959		(836,959	)		—
Total		1,118,126			2,009,921		209,175		1,004,368		119,175			4,460,765		(836,959	)		3,623,806
Operating profit (loss)		(44,549	)		186,652		9,108		81,817		(5,455	)		227,573		(14,365	)		213,208

Explanatory notes:

1. Major countries in each geographic area:

North America	United States, Canada, Mexico
Europe	United Kingdom, Germany, Belgium, Italy, France
Asia	Thailand, Indonesia, China, India, Vietnam
Other Regions	Brazil, Australia

2. Sales revenues between geographic areas are generally made at values that approximate arm’s-length prices.

3. Reconciling items include elimination of inter-geographic transactions and balances as well as unallocated corporate assets. Unallocated corporate assets, included in reconciling items as of March 31, 2020 and 2021 amounted to JPY 787,022 million and JPY 696,327 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] Information about per common share

Equity per share attributable to owners of the parent as of March 31, 2020 and 2021 are calculated based on the following information.

	2020		2021
Equity attributable to owners of the parent (millions of yen)		8,012,259		9,082,306
The number of shares outstanding at the end of the year (excluding treasury stock) (shares)		1,726,609,786		1,726,655,268
Equity per share attributable to owners of the parent (yen)		4,640.46		5,260.06

Earnings per share attributable to owners of the parent for the years ended March 31, 2020 and 2021 are calculated based on the following information. There were no significant potentially dilutive common shares outstanding for the years ended March 31, 2020 and 2021.

	2020		2021
Profit for the year attributable to owners of the parent (millions of yen)		455,746		657,425
Weighted average number of common shares outstanding, basic (shares)		1,752,006,211		1,726,638,088
Basic earnings per share attributable to owners of the parent (yen)		260.13		380.75

[C] Significant Subsequent Event

None

—15—

[D] Other

Loss related to airbag inflators

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

—16—

[Translation]

May 14, 2021

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

President and Representative Director

Notice Concerning Differences between Forecasts and Actual Consolidated

Financial Results for the Fiscal Year Ended March 31, 2021

Honda Motor Co., Ltd. (the “Company”) hereby announces differences that arose between its consolidated forecast (announced on February 9, 2021) and the Company’s actual financial results for the fiscal year ended March 31, 2021.

Particulars

Differences between Forecasts and Actual Financial Results for the Fiscal Year Ended March 31, 2021

	Sales revenue (Million  Yen)		Operating profit (Million  Yen)		Profit before income  taxes (Million Yen)		Profit for  the year (Million Yen)		Profit for the year attributable to owners of  the parent (Million Yen)		Basic earnings per  share attributable to owners of the parent (Yen)
Forecast previously announced on February 9, 2021 (A)		12,950,000		520,000		745,000		500,000		465,000		269.31
Results for the fiscal year ended March 31, 2021 (B)		13,170,519		660,208		914,053		695,444		657,425		380.75
Change (B-A)		220,519		140,208		169,053		195,444		192,425		—
Percentage change (%)		1.7		27.0		22.7		39.1		41.4		—
(Reference) Results for the fiscal year ended March 31, 2020		14,931,009		633,637		789,918		509,932		455,746		260.13

Reason for Differences

Profit for the year and profit for the year attributable to owners of the parent for the fiscal year ended March 31, 2021, were higher than its forecasts which were announced on February 9, 2021, mainly due to improvement in selling, general and administrative expenses efficiency, a difference in the amount of the allowance for credit losses in Financial services business, increased share of profit of investments accounted for using the equity method as well as decreased income tax expense.

* Basic earnings per share attributable to owners of the parent is calculated based on profit for the year attributable to owners of the parent.

[Translation]

May 14, 2021

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

President and Representative Director

Notice of Resolution by the Board of Directors

Concerning Distribution of Surplus (Quarterly Dividends)

and Notice Concerning Change of the Company’s Profit Redistribution Policy

The Board of Directors of Honda Motor Co., Ltd. (the “Company”), at its meeting held on May 14, 2021, resolved to make a distribution of surplus (quarterly dividends), the record date of which is March 31, 2021, and resolved that the Company will change its Profit Redistribution Policy as follows:

Particulars

1. Distribution of Surplus

(1) Details of Distribution of Surplus (Quarterly Dividends)

	Resolution	Previous Dividends Forecast (Announced  on February 9, 2021)	Dividends Paid for the Corresponding Quarter in Fiscal 2020
Record Date	March 31, 2021	March 31, 2021	March 31, 2020
Dividends per Share of Common Stock (yen)	54	26	28
Total Amount of Dividends (million yen)	93,272	—	48,363
Effective Date	June 7, 2021	—	June 3, 2020
Source of Funds for Dividends	Retained Earnings	—	Retained Earnings

(2) Basis of the Distribution of Surplus

The Company considers the redistribution of profits to its shareholders to be one of its most important management issues, and makes distributions after taking into account, among others, its retained earnings for future growth and consolidated earnings performance based on a long-term perspective. The Company resolved that a fiscal year-end quarterly dividend payment of ¥54 per share of common stock is to be paid considering its consolidated financial results for the fiscal year ending March 31, 2021.

Reference: Details of Annual Dividends

	Dividends per Share (yen)
Record Date	End of First     Quarter	End of Second     Quarter	End of Third     Quarter	Fiscal      Year-end	Total
Dividends Paid in Fiscal 2021	11	19	26	54	110
Dividends Paid in Fiscal 2020	28	28	28	28	112

2. Change of the Company’s Profit Redistribution Policy

The Board of Directors of the Company, at its meeting held on May 14, 2021, resolved that the Company will change its Profit Redistribution Policy on the condition of receiving approval regarding the necessary amendments to the Articles of Incorporation at the Ordinary General Meeting of Shareholders of the Company scheduled to be held in June 2021.

(1) Details of Change of the Company’s Profit Redistribution Policy (changes are underlined)

(i) Before Change

With respect to dividends, the present goal is to realize a return ratio (i.e. the ratio of the total of the dividend payment to consolidated profit for the year attributable to owners of the parent) of approximately 30%.

The Company’s basic policy for dividends is to make quarterly distributions.

(ii) After Change

With respect to dividends, the Company will strive to pay stable and continuous dividends aiming at a consolidated dividend payout ratio of approximately 30%.

The Company’s basic policy for dividends is to make semiannual distributions (an interim dividend and a year-end dividend).

(2) Reason for Change of the Company’s Profit Redistribution Policy

The Company has decided to change its Profit Redistribution Policy going forward in order to strive for more stable and continuous return of profit to our shareholders even amid the changing business environment, aiming at a consolidated dividend payout ratio of approximately 30%.