6-K
Honda Motor Co Ltd (HMC)
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)
HONDAMOTOR 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:
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 THIRDQUARTER 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 ComprehensiveIncome
Condensed Consolidated Statements of Income
For the nine months ended December 31, 2022 and 2023
| Yen (millions) | ||||||
|---|---|---|---|---|---|---|
| Nine months endedDec. 31, 2022 | Nine months endedDec. 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 endedDec. 31, 2022 | Nine months endedDec. 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<br>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<br>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 endedDec. 31, 2022 | Three months endedDec. 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 endedDec. 31, 2022 | Three months endedDec. 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<br>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<br>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-controllinginterests | Totalequity | |||||||||||||||||||
| Commonstock | Capitalsurplus | Treasurystock | Retainedearnings | Othercomponentsof equity | Total | ||||||||||||||||
| 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-controllinginterests | Totalequity | |||||||||||||||||||||
| Commonstock | Capitalsurplus | Treasurystock | Retainedearnings | Othercomponentsof 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 | **** |
—7—
[4] Condensed Consolidated Statements of Cash Flows
For the nine months ended December 31, 2022 and 2023
| Yen (millions) | ||||||
|---|---|---|---|---|---|---|
| Nine months ended<br>Dec. 31, 2022 | Nine months ended<br>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<br> <br>Manufacturing<br><br><br>Sales and related services |
| Automobile Business | Automobiles and relevant parts | Research and development<br> <br>Manufacturing<br><br><br>Sales and related services |
| Financial Services Business | Financial services | Retail loan and lease related to Honda products<br><br><br>Others |
| Power Products and Other Businesses | Power products and relevant parts, <br>and others | Research and development<br> <br>Manufacturing<br>Sales<br>and related services<br> <br>Others |
Segment information based on products and services
As of and for the nine months ended December 31, 2022
| Yen (millions) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| MotorcycleBusiness | AutomobileBusiness | FinancialServicesBusiness | Power Products<br>and OtherBusinesses | SegmentTotal | ReconcilingItems | 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) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| MotorcycleBusiness | AutomobileBusiness | FinancialServicesBusiness | Power Products<br>and OtherBusinesses | SegmentTotal | ReconcilingItems | 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) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| MotorcycleBusiness | AutomobileBusiness | FinancialServicesBusiness | Power Products<br>and OtherBusinesses | SegmentTotal | ReconcilingItems | 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) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| MotorcycleBusiness | AutomobileBusiness | FinancialServicesBusiness | Power Products<br>and OtherBusinesses | SegmentTotal | ReconcilingItems | 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<br>arm’s-length prices. |
|---|---|
| 2. | Reconciling items include elimination of intersegment transactions and balances as well as unallocated corporate<br>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<br>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,<br>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
| 1. | Purchases through the Tokyo Stock Exchange Trading Network Off-Auction<br>Own Share Repurchase Trading System (ToSTNeT-3) |
|---|---|
| 2. | Market purchases based on a discretionary trading contract regarding acquisition of own shares<br> |
| --- | --- |
| 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 monthsendedDec. 31, 2022 | Nine monthsendedDec. 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<br>2-chome, | |
| Minato-ku, Tokyo,<br>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
| 1. | Purchases through the Tokyo Stock Exchange Trading Network Off-Auction<br>Own Share Repurchase Trading System (ToSTNeT-3) |
|---|---|
| 2. | Market purchases based on a discretionary trading contract regarding acquisition of own shares<br> |
| --- | --- |
| 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 |
|---|---|
| Total number of issued shares (excluding treasury stock): | 4,849,762,771 shares |
| --- | --- |
| Total number of treasury stock: | 584,522,519 shares |