Form 6-K

Total number of issued shares (excluding treasury stock):

4,849,762,771 shares

Total number of treasury stock:

584,522,519 shares

6-K 1 d758040d6k.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 FEBRUARY 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. today announced its consolidated financial results for the fiscal third quarter and the fiscal nine-month period ended December 31, 2023.

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/ Masaharu Hirose

Masaharu Hirose

General Manager

Finance Division

Honda Motor Co., Ltd.

Date: February 8, 2024

February 8, 2024

HONDA MOTOR CO., LTD. REPORTS

CONSOLIDATED FINANCIAL RESULTS

FOR THE FISCAL THIRD QUARTER AND

THE FISCAL NINE-MONTH PERIOD ENDED DECEMBER 31, 2023

Tokyo, February 8, 2024 — Honda Motor Co., Ltd. today announced its consolidated financial results for the fiscal third quarter and the fiscal nine-month period ended December 31, 2023.

—1—

[1] Condensed Consolidated Statements of Financial Position

March 31, 2023 and December 31, 2023


	Yen (millions)
	Mar. 31, 2023			Dec. 31, 2023
Assets
Current assets:
Cash and cash equivalents		3,803,014			4,320,707
Trade receivables		1,060,271			1,161,001
Receivables from financial services		1,899,493			2,279,960
Other financial assets		263,892			151,897
Inventories		2,167,184			2,339,652
Other current assets		384,494			498,795

Total current assets		9,578,348			10,752,012

Non-current assets:
Investments accounted for using the equity method		915,946			1,102,724
Receivables from financial services		3,995,259			5,128,976
Other financial assets		855,070			917,042
Equipment on operating leases		4,726,292			4,887,194
Property, plant and equipment		3,168,109			3,061,316
Intangible assets		870,900			934,260
Deferred tax assets		105,792			132,291
Other non-current assets		454,351			513,941

Total non-current assets		15,091,719			16,677,744

Total assets		24,670,067			27,429,756

Liabilities and Equity
Current liabilities:
Trade payables		1,426,333			1,386,271
Financing liabilities		3,291,195			3,778,750
Accrued expenses		419,570			473,881
Other financial liabilities		324,110			294,659
Income taxes payable		86,252			121,199
Provisions		362,701			570,878
Other current liabilities		741,963			798,757

Total current liabilities		6,652,124			7,424,395

Non-current liabilities:
Financing liabilities		4,373,973			5,391,323
Other financial liabilities		288,736			299,724
Retirement benefit liabilities		255,852			268,253
Provisions		270,169			332,324
Deferred tax liabilities		877,300			864,535
Other non-current liabilities		449,622			514,565

Total non-current liabilities		6,515,652			7,670,724

Total liabilities		13,167,776			15,095,119

Equity:
Common stock		86,067			86,067
Capital surplus		185,589			205,627
Treasury stock		(484,931	)		(697,506	)
Retained earnings		9,980,128			10,608,372
Other components of equity		1,417,397			1,852,665

Equity attributable to owners of the parent		11,184,250			12,055,225
Non-controlling interests		318,041			279,412

Total equity		11,502,291			12,334,637

Total liabilities and equity		24,670,067			27,429,756

—2—

[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, 2022 and 2023


	Yen (millions)
	Nine months ended Dec. 31, 2022			Nine months ended Dec. 31, 2023
Sales revenue		12,523,490			14,999,492
Operating costs and expenses:
Cost of sales		(10,045,494	)		(11,737,724	)
Selling, general and administrative		(1,142,140	)		(1,553,992	)
Research and development		(601,913	)		(631,391	)

Total operating costs and expenses		(11,789,547	)		(13,923,107	)

Operating profit		733,943			1,076,385

Share of profit of investments accounted for using the equity method		148,887			67,267
Finance income and finance costs:
Interest income		48,023			120,827
Interest expense		(25,214	)		(32,036	)
Other, net		(46,262	)		32,081

Total finance income and finance costs		(23,453	)		120,872

Profit before income taxes		859,377			1,264,524
Income tax expense		(225,503	)		(339,833	)

Profit for the period		633,874			924,691

Profit for the period attributable to:
Owners of the parent		583,169			869,609
Non-controlling interests		50,705			55,082

	Yen
Earnings per share attributable to owners of the parent
Basic and diluted		114.13			176.78

—3—

Condensed Consolidated Statements of Comprehensive Income

For the nine months ended December 31, 2022 and 2023


	Yen (millions)
	Nine months ended Dec. 31, 2022			Nine months ended Dec. 31, 2023
Profit for the period		633,874			924,691
Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans		(12	)		3
Net changes in revaluation of financial assets measured at fair value through other comprehensive income		(34,472	)		(24,361	)
Share of other comprehensive income of investments accounted for using the equity method		(1,428	)		3,739
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		(817	)		255
Exchange differences on translating foreign operations		345,693			420,937
Share of other comprehensive income of investments accounted for using the equity method		41,495			41,270

Total other comprehensive income, net of tax		350,459			441,843

Comprehensive income for the period		984,333			1,366,534

Comprehensive income for the period attributable to:
Owners of the parent		931,267			1,302,313
Non-controlling interests		53,066			64,221

—4—

Condensed Consolidated Statements of Income

For the three months ended December 31, 2022 and 2023


	Yen (millions)
	Three months ended Dec. 31, 2022			Three months ended Dec. 31, 2023
Sales revenue		4,438,186			5,390,100
Operating costs and expenses:
Cost of sales		(3,539,583	)		(4,215,973	)
Selling, general and administrative		(397,362	)		(567,118	)
Research and development		(220,750	)		(227,197	)

Total operating costs and expenses		(4,157,695	)		(5,010,288	)

Operating profit		280,491			379,812

Share of profit of investments accounted for using the equity method		65,941			543
Finance income and finance costs:
Interest income		22,998			42,982
Interest expense		(9,564	)		(12,141	)
Other, net		(16,320	)		(25,957	)

Total finance income and finance costs		(2,886	)		4,884

Profit before income taxes		343,546			385,239
Income tax expense		(78,411	)		(114,473	)

Profit for the period		265,135			270,766

Profit for the period attributable to:
Owners of the parent		244,655			253,308
Non-controlling interests		20,480			17,458

	Yen
Earnings per share attributable to owners of the parent
Basic and diluted		48.16			52.04

—5—

Condensed Consolidated Statements of Comprehensive Income

For the three months ended December 31, 2022 and 2023


	Yen (millions)
	Three months ended Dec. 31, 2022			Three months ended Dec. 31, 2023
Profit for the period		265,135			270,766
Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans		(1	)		(1	)
Net changes in revaluation of financial assets measured at fair value through other comprehensive income		(6,737	)		(25,114	)
Share of other comprehensive income of investments accounted for using the equity method		(319	)		(1,541	)
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		76			684
Exchange differences on translating foreign operations		(572,014	)		(347,489	)
Share of other comprehensive income of investments accounted for using the equity method		(27,653	)		(10,663	)

Total other comprehensive income, net of tax		(606,648	)		(384,124	)

Comprehensive income for the period		(341,513	)		(113,358	)

Comprehensive income for the period attributable to:
Owners of the parent		(345,614)			(122,273	)
Non-controlling interests		4,101			8,915

—6—

[3] Condensed Consolidated Statements of Changes in Equity

For the nine months ended December 31, 2022


	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, 2022		86,067		185,495		(328,309	)		9,539,133			990,438		10,472,824			299,722			10,772,546

Comprehensive income for the period
Profit for the period									583,169					583,169			50,705			633,874
Other comprehensive income, net of tax												348,098		348,098			2,361			350,459

Total comprehensive income for the period									583,169			348,098		931,267			53,066			984,333
Reclassification to retained earnings									(262	)		262		—						—
Transactions with owners and other
Dividends paid									(213,475	)				(213,475	)		(50,682	)		(264,157	)
Purchases of treasury stock						(90,005	)							(90,005	)					(90,005	)
Disposal of treasury stock						263								263						263
Share-based payment transactions				84										84						84

Total transactions with owners and other				84		(89,742	)		(213,475	)				(303,133	)		(50,682	)		(353,815	)

Balance as of December 31, 2022		86,067		185,579		(418,051	)		9,908,565			1,338,798		11,100,958			302,106			11,403,064

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

55,082

924,691

Other comprehensive income, net of tax

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

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

—7—

[4] Condensed Consolidated Statements of Cash Flows

For the nine months ended December 31, 2022 and 2023


	Yen (millions)
	Nine months ended Dec. 31, 2022			Nine months ended Dec. 31, 2023
Cash flows from operating activities:
Profit before income taxes		859,377			1,264,524
Depreciation, amortization and impairment losses excluding equipment on operating leases		536,890			603,367
Share of profit of investments accounted for using the equity method		(148,887	)		(67,267	)
Finance income and finance costs, net		(62,159	)		(102,083	)
Interest income and interest costs from financial services, net		(113,821	)		(113,840	)
Changes in assets and liabilities
Trade receivables		65,377			(90,595	)
Inventories		(118,123	)		(76,415	)
Trade payables		(122,455	)		(57,560	)
Accrued expenses		(40,187	)		5,876
Provisions and retirement benefit liabilities		(42,037	)		256,484
Receivables from financial services		191,359			(1,151,028	)
Equipment on operating leases		653,490			79,487
Other assets and liabilities		109,352			(71,910	)
Other, net		(4,953	)		(41,841	)
Dividends received		147,089			143,941
Interest received		230,642			406,912
Interest paid		(102,890	)		(181,948	)
Income taxes paid, net of refunds		(325,308	)		(384,385	)

Net cash provided by operating activities		1,712,756			421,719
Cash flows from investing activities:
Payments for additions to property, plant and equipment		(386,751	)		(229,107	)
Payments for additions to and internally developed intangible assets		(120,711	)		(163,623	)
Proceeds from sales of property, plant and equipment and intangible assets		14,740			5,049
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		(10,340	)		(108,882	)
Payments for acquisitions of other financial assets		(468,123	)		(207,734	)
Proceeds from sales and redemptions of other financial assets		386,494			165,816

Net cash used in investing activities		(584,691	)		(541,421	)
Cash flows from financing activities:
Proceeds from short-term financing liabilities		6,782,961			8,096,458
Repayments of short-term financing liabilities		(6,364,866	)		(7,947,417	)
Proceeds from long-term financing liabilities		482,029			2,420,677
Repayments of long-term financing liabilities		(1,817,099	)		(1,490,708	)
Dividends paid to owners of the parent		(213,475	)		(241,865	)
Dividends paid to non-controlling interests		(40,214	)		(49,160	)
Purchases and sales of treasury stock, net		(89,742	)		(212,575	)
Repayments of lease liabilities		(58,406	)		(58,860	)
Other, net		—			(13,875	)

Net cash provided by (used in) financing activities		(1,318,812	)		502,675
Effect of exchange rate changes on cash and cash equivalents		110,903			158,488

Net change in cash and cash equivalents		(79,844	)		541,461
Cash and cash equivalents at beginning of year		3,674,931			3,803,014

Cash and cash equivalents at end of period		3,595,087			4,344,475

—8—

[5] Assumptions for Going Concern

None

[6] Notes to Consolidated Financial Statements

[A] Segment Information

Based on Honda’s organizational structure and characteristics of products and services, Honda discloses segment information in four categories: Reportable segments of Motorcycle business, Automobile business and Financial services business, and other segments that are not reportable. The other segments are combined and disclosed in Power products and other businesses. Segment information is based on the components of Honda for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The accounting policies used for segment information are consistent with the accounting policies used in the Company’s condensed consolidated interim financial statements.

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


Segment	Principal products and services	Functions
Motorcycle Business	Motorcycles, all-terrain vehicles (ATVs), 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

Segment information based on products and services

As of and for the nine months ended December 31, 2022


	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Power Products and Other Businesses		Segment Total		Reconciling Items			Consolidated
Sales revenue:
External customers		2,202,355		7,723,596		2,261,049		336,490		12,523,490		—			12,523,490
Intersegment		—		135,426		1,653		20,389		157,468		(157,468	)		—

Total		2,202,355		7,859,022		2,262,702		356,879		12,680,958		(157,468	)		12,523,490

Segment profit (loss)		376,535		112,934		220,371		24,103		733,943		—			733,943

Segment assets		1,549,384		9,754,332		11,120,960		465,635		22,890,311		1,252,280			24,142,591
Depreciation and amortization		49,966		440,624		695,034		13,906		1,199,530		—			1,199,530
Capital expenditures		33,651		500,630		1,125,920		8,987		1,669,188		—			1,669,188

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

—9—

For the three months ended December 31, 2022


	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Power Products and Other Businesses		Segment Total		Reconciling Items			Consolidated
Sales revenue:
External customers		789,673		2,803,404		733,134		111,975		4,438,186		—			4,438,186
Intersegment		—		51,684		472		8,814		60,970		(60,970	)		—

Total		789,673		2,855,088		733,606		120,789		4,499,156		(60,970	)		4,438,186

Segment profit (loss)		151,760		49,366		67,322		12,043		280,491		—			280,491

For the three 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

785,479

3,710,149

809,542

84,930

5,390,100

—

5,390,100

Intersegment

—

63,274

684

7,277

71,235

(71,235

)

—

Total

785,479

3,773,423

810,226

92,207

5,461,335

(71,235

)

5,390,100

Segment profit (loss)

158,126

159,142

67,840

(5,296

)

379,812

—

379,812

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 December 31, 2022 and 2023 amounted to JPY 1,418,600 million and JPY 1,410,833 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] Cash and Cash Equivalents

The reconciliation of the amount of cash and cash equivalents between condensed consolidated statements of financial position and condensed consolidated statements of cash flows is as follows.


	Yen (millions)
	As of December 31, 2023
Cash and cash equivalents in the condensed consolidated statements of financial position		4,320,707
Cash and cash equivalents included in assets held for sale		23,768

Cash and cash equivalents in the condensed consolidated statements of cash flows		4,344,475

Assets held for sale as of December 31, 2023 are presented in other current assets in the condensed consolidated statements of financial position.

—10—

[C] Subsequent Event

Acquisition and Cancellation of the Company’s Own Shares

The Board of Directors of the Company, at its meeting held on February 8, 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 and cancel its own shares pursuant to Article 178 of that law.

1.	Reason for acquisition and cancellation of own shares

The Company will acquire and cancel 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 34,000,000 shares (0.7 % of total number of issued shares (excluding treasury stock))

(3)

Total amount of shares to be acquired:

Up to 50,000 million yen

(4)

Period of the acquisition:

Starting on March 1, 2024 and ending on April 30, 2024

(5)

Method of the 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

3.	Details of the cancellation

(1)

Class of shares to be cancelled:

Shares of common stock

(2)

Total number of shares to be cancelled:

154,285,290 shares (2.8% of total number of issued shares)

(3)

Scheduled date of the cancellation:

February 29, 2024

(4)

Total number of shares issued after the cancellation:

5,280,000,000 shares

[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.

—11—

[7] Earnings Per Share

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 earnings per share attributable to owners of the parent for the nine months ended December 31, 2022 and 2023 assuming the stock split had been conducted at the beginning of the year ended March 31, 2023 are as follows. There were no significant dilutive potential common shares outstanding for the nine months ended December 31, 2022 and 2023.


	Nine months ended Dec. 31, 2022		Nine months ended Dec. 31, 2023
Basic earnings per share attributable to owners of the parent (yen)		114.13		176.78

[8] Forecast for the Fiscal Year Ending March 31, 2024


	Yen (billions)
	FY 2023 results		FY 2024 forecasts		Change (%)
Sales revenue		16,907.7		20,200.0		19.5
Operating profit		780.7		1,250.0		60.1
Profit before income taxes		879.5		1,445.0		64.3
Profit for the year		717.3		1,030.0		43.6
Profit for the year attributable to owners of the parent		651.4		960.0		47.4


	Yen
	FY 2023 results		FY 2024 forecasts
Earnings per share attributable to owners of the parent Basic and diluted		384.02		195.83

Explanatory note:

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 earnings per share for the fiscal year ending March 31, 2024 are based on the number of shares after the stock split. Based on the number of shares prior to the stock split, basic earnings per share for the fiscal year ending March 31, 2024 are expected to be JPY 587.50.

[9] Dividend per Share of Common Stock


	Yen
	FY 2023 results		FY 2024 results		FY 2024 forecasts
Interim dividend		60.00		87.00
Year-end dividend		60.00				29.00
Total annual dividend		120.00				—

Explanatory note:

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 ending 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 ending March 31, 2024 are expected to be JPY 87.00 per share and JPY 174.00 per share, respectively.

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

—12—

[Translation]

February 8, 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 and Cancellation of the Company’s Own Shares

(Acquisition of the Company’s own shares pursuant to the Articles of Incorporation of the Company

pursuant to Article 459, Paragraph 1 of the Company Law, and Cancellation of the Company’s Own

Shares pursuant to Article 178 of that law)

The Board of Directors of Honda Motor Co., Ltd. (the “Company”), at its meeting held on February 8, 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 and cancel its own shares pursuant to Article 178 of that law.

Particulars

1.	Reason for acquisition and cancellation of own shares

The Company will acquire and cancel 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 34,000,000 shares (0.7 % of total number of issued shares (excluding treasury stock))

(3)

Total amount of shares to be acquired:

Up to 50 billion yen

(4)

Period of the acquisition:

Starting on March 1, 2024 and ending on April 30, 2024

(5)

Method of the 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

3.	Details of the cancellation

(1)

Class of shares to be cancelled:

Shares of common stock

(2)

Total number of shares to be cancelled:

154,285,290 shares (2.8% of total number of issued shares)

(3)

Scheduled date of the cancellation:

February 29, 2024

(4)

Total number of shares issued after the cancellation:

5,280,000,000 shares

Reference:

The Company’s treasury stock held as of December 31, 2023