HONDA MOTOR : REPORTS - Form 6-K

Form 6-K Table of Contents

No.1-7628

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF NOVEMBER 2023

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 ☒ Form40-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): ☐

Table of Contents

Contents

Exhibit 1:

Honda Motor Co., Ltd. announced its consolidated financial results for the fiscal second quarter and the fiscal first half year ended September 30, 2023.

Exhibit 2:

Notice of Resolution by the Board of Directors Concerning Distribution of Surplus (Interim Dividend) and Revision of Dividend Forecast for the Fiscal Year Ending March 31, 2024

Table of Contents

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: November 9, 2023

Table of Contents

November 9, 2023

HONDA MOTOR CO., LTD. REPORTS

CONSOLIDATED FINANCIAL RESULTS

FOR THE FISCAL SECOND QUARTER AND

THE FISCAL FIRST HALF YEAR ENDED SEPTEMBER 30, 2023

Tokyo, November 9, 2023 - Honda Motor Co., Ltd. today announced its consolidated financial results for the fiscal second quarter and the fiscal first half year ended September 30, 2023.

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[1] Condensed Consolidated Statements of Financial Position

March 31, 2023 and September 30, 2023

		Yen (millions)
		Mar. 31, 2023			Sep. 30, 2023
Assets
Current assets:
Cash and cash equivalents			3,803,014				4,440,513
Trade receivables			1,060,271				1,080,383
Receivables from financial services			1,899,493				2,245,322
Other financial assets			263,892				176,801
Inventories			2,167,184				2,355,959
Other current assets			384,494				399,154
Total current assets			9,578,348				10,698,132
Non-current assets:
Investments accounted for using the equity method			915,946				1,065,636
Receivables from financial services			3,995,259				5,075,054
Other financial assets			855,070				964,151
Equipment on operating leases			4,726,292				5,069,161
Property, plant and equipment			3,168,109				3,229,919
Intangible assets			870,900				922,122
Deferred tax assets			105,792				125,688
Other non-current assets			454,351				526,740
Total non-current assets			15,091,719				16,978,471
Total assets			24,670,067				27,676,603
Liabilities and Equity
Current liabilities:
Trade payables			1,426,333				1,433,191
Financing liabilities			3,291,195				3,755,650
Accrued expenses			419,570				450,583
Other financial liabilities			324,110				411,764
Income taxes payable			86,252				107,982
Provisions			362,701				440,982
Other current liabilities			741,963				790,698
Total current liabilities			6,652,124				7,390,850
Non-current liabilities:
Financing liabilities			4,373,973				5,254,792
Other financial liabilities			288,736				308,222
Retirement benefit liabilities			255,852				284,354
Provisions			270,169				298,826
Deferred tax liabilities			877,300				947,149
Other non-current liabilities			449,622				514,437
Total non-current liabilities			6,515,652				7,607,780
Total liabilities			13,167,776				14,998,630
Equity:
Common stock			86,067				86,067
Capital surplus			185,589				185,458
Treasury stock			(484,931	)			(629,546	)
Retained earnings			9,980,128				10,496,889
Other components of equity			1,417,397				2,225,307
Equity attributable to owners of the parent			11,184,250				12,364,175
Non-controlling interests			318,041				313,798
Total equity			11,502,291				12,677,973
Total liabilities and equity			24,670,067				27,676,603

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

Condensed Consolidated Statements of Income

For the six months ended September 30, 2022 and 2023

		Yen (millions)
		Six months ended Sep. 30, 2022			Six months ended Sep. 30, 2023
Sales revenue			8,085,304				9,609,392
Operating costs and expenses:
Cost of sales			(6,505,911	)			(7,521,751	)
Selling, general and administrative			(744,778	)			(986,874	)
Research and development			(381,163	)			(404,194	)
Total operating costs and expenses			(7,631,852	)			(8,912,819	)
Operating profit			453,452				696,573
Share of profit of investments accounted for using the equity method			82,946				66,724
Finance income and finance costs:
Interest income			25,025				77,845
Interest expense			(15,650	)			(19,895	)
Other, net			(29,942	)			58,038
Total finance income and finance costs			(20,567	)			115,988
Profit before income taxes			515,831				879,285
Income tax expense			(147,092	)			(225,360	)
Profit for the period			368,739				653,925
Profit for the period attributable to:
Owners of the parent			338,514				616,301
Non-controlling interests			30,225				37,624
		Yen
Earnings per share attributable to owners of the parent
Basic and diluted			66.03				124.63

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Condensed Consolidated Statements of Comprehensive Income

For the six months ended September 30, 2022 and 2023

		Yen (millions)
		Six months ended Sep. 30, 2022			Six months ended Sep. 30, 2023
Profit for the period			368,739				653,925
Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans			(11	)			4
Net changes in revaluation of financial assets measured at fair value through other comprehensive income			(27,735	)			753
Share of other comprehensive income of investments accounted for using the equity method			(1,109	)			5,280
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			(893	)			(429	)
Exchange differences on translating foreign operations			917,707				768,426
Share of other comprehensive income of investments accounted for using the equity method			69,148				51,933
Total other comprehensive income, net of tax			957,107				825,967
Comprehensive income for the period			1,325,846				1,479,892
Comprehensive income for the period attributable to:
Owners of the parent			1,276,881				1,424,586
Non-controlling interests			48,965				55,306

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Condensed Consolidated Statements of Income

For the three months ended September 30, 2022 and 2023

		Yen (millions)
		Three months ended Sep. 30, 2022			Three months ended Sep. 30, 2023
Sales revenue			4,255,754				4,984,396
Operating costs and expenses:
Cost of sales			(3,441,741	)			(3,893,860	)
Selling, general and administrative			(383,205	)			(582,171	)
Research and development			(199,572	)			(206,239	)
Total operating costs and expenses			(4,024,518	)			(4,682,270	)
Operating profit			231,236				302,126
Share of profit of investments accounted for using the equity method			60,337				23,871
Finance income and finance costs:
Interest income			15,893				44,990
Interest expense			(8,223	)			(10,853	)
Other, net			(20,816	)			4,227
Total finance income and finance costs			(13,146	)			38,364
Profit before income taxes			278,427				364,361
Income tax expense			(73,268	)			(93,381	)
Profit for the period			205,159				270,980
Profit for the period attributable to:
Owners of the parent			189,295				253,232
Non-controlling interests			15,864				17,748
		Yen
Earnings per share attributable to owners of the parent
Basic and diluted			36.95				51.49

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Condensed Consolidated Statements of Comprehensive Income

For the three months ended September 30, 2022 and 2023

		Yen (millions)
		Three months ended Sep. 30, 2022			Three months ended Sep. 30, 2023
Profit for the period			205,159				270,980
Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans			(8	)			(2	)
Net changes in revaluation of financial assets measured at fair value through other comprehensive income			(40,167	)			(14,956	)
Share of other comprehensive income of investments accounted for using the equity method			(665	)			2,455
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			(557	)			(274	)
Exchange differences on translating foreign operations			268,761				187,182
Share of other comprehensive income of investments accounted for using the equity method			22,592				28,084
Total other comprehensive income, net of tax			249,956				202,489
Comprehensive income for the period			455,115				473,469
Comprehensive income for the period attributable to:
Owners of the parent			435,831				452,049
Non-controlling interests			19,284				21,420

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[3] Condensed Consolidated Statements of Changes in Equity

For the six months ended September 30, 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
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						338,514					338,514				30,225				368,739
Other comprehensive income, net of tax							938,367				938,367				18,740				957,107
Total comprehensive income for the period						338,514				938,367				1,276,881				48,965				1,325,846
Reclassification to retained earnings						(45	)			45				-					-
Transactions with owners and other
Dividends paid						(111,256	)				(111,256	)			(47,493	)			(158,749	)
Purchases of treasury stock					(29,004	)					(29,004	)				(29,004	)
Disposal of treasury stock					263						263					263
Share-based payment transactions				(42	)						(42	)				(42	)
Total transactions with owners and other				(42	)			(28,741	)			(111,256	)				(140,039	)			(47,493	)			(187,532	)
Balance as of September 30, 2022			86,067				185,453				(357,050	)			9,766,346				1,928,850				11,609,666				301,194				11,910,860
For the six months ended September 30, 2023
		Yen (millions)
		Equity attributable to owners of the parent			Non-controlling interests			Total equity
		Common stock			Capital surplus			Treasury stock			Retained earnings			Other components of equity			Total
Balance as of April 1, 2023			86,067				185,589				(484,931	)			9,980,128				1,417,397				11,184,250				318,041				11,502,291
Comprehensive income for the period
Profit for the period						616,301					616,301				37,624				653,925
Other comprehensive income, net of tax							808,285				808,285				17,682				825,967
Total comprehensive income for the period						616,301				808,285				1,424,586				55,306				1,479,892
Reclassification to retained earnings						375				(375	)			-					-
Transactions with owners and other
Dividends paid						(99,915	)				(99,915	)			(59,549	)			(159,464	)
Purchases of treasury stock					(145,009	)					(145,009	)				(145,009	)
Disposal of treasury stock					394						394					394
Share-based payment transactions				(131	)						(131	)				(131	)
Total transactions with owners and other				(131	)			(144,615	)			(99,915	)				(244,661	)			(59,549	)			(304,210	)
Balance as of September 30, 2023			86,067				185,458				(629,546	)			10,496,889				2,225,307				12,364,175				313,798				12,677,973

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[4] Condensed Consolidated Statements of Cash Flows

For the six months ended September 30, 2022 and 2023

		Yen (millions)
		Six months ended Sep. 30, 2022			Six months ended Sep. 30, 2023
Cash flows from operating activities:
Profit before income taxes			515,831				879,285
Depreciation, amortization and impairment losses excluding equipment on operating leases			357,304				373,775
Share of profit of investments accounted for using the equity method			(82,946	)			(66,724	)
Finance income and finance costs, net			(69,589	)			(92,349	)
Interest income and interest costs from financial services, net			(75,593	)			(75,284	)
Changes in assets and liabilities
Trade receivables			32,586				24,114
Inventories			(129,729	)			(905	)
Trade payables			(49,839	)			(69,898	)
Accrued expenses			(62,296	)			(16,454	)
Provisions and retirement benefit liabilities			(8,720	)			65,507
Receivables from financial services			302,319				(728,165	)
Equipment on operating leases			493,778				95,596
Other assets and liabilities			165,071				6,255
Other, net			1,465				(44,023	)
Dividends received			131,572				126,630
Interest received			143,741				255,998
Interest paid			(68,304	)			(110,717	)
Income taxes paid, net of refunds			(255,317	)			(242,689	)
Net cash provided by operating activities			1,341,334				379,952
Cash flows from investing activities:
Payments for additions to property, plant and equipment			(249,421	)			(141,404	)
Payments for additions to and internally developed intangible assets			(76,441	)			(97,504	)
Proceeds from sales of property, plant and equipment and intangible assets			13,623				4,239
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	)			(38,734	)
Payments for acquisitions of other financial assets			(322,025	)			(118,990	)
Proceeds from sales and redemptions of other financial assets			215,952				106,207
Net cash used in investing activities			(428,652	)			(289,126	)
Cash flows from financing activities:
Proceeds from short-term financing liabilities			4,219,027				6,065,976
Repayments of short-term financing liabilities			(4,152,744	)			(5,805,967	)
Proceeds from long-term financing liabilities			362,289				1,498,319
Repayments of long-term financing liabilities			(1,165,699	)			(1,185,750	)
Dividends paid to owners of the parent			(111,256	)			(99,915	)
Dividends paid to non-controlling interests			(36,752	)			(45,228	)
Purchases and sales of treasury stock, net			(28,741	)			(144,615	)
Repayments of lease liabilities			(38,890	)			(39,773	)
Net cash provided by (used in) financing activities			(952,766	)			243,047
Effect of exchange rate changes on cash and cash equivalents			300,501				303,626
Net change in cash and cash equivalents			260,417				637,499
Cash and cash equivalents at beginning of year			3,674,931				3,803,014
Cash and cash equivalents at end of period			3,935,348				4,440,513

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[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 six months ended September 30, 2022

		Yen (millions)
		Motorcycle Business			Automobile Business			Financial Services Business			Power Products and Other Businesses			Segment Total			Reconciling Items			Consolidated
Sales revenue:
External customers			1,412,682				4,920,192				1,527,915				224,515				8,085,304				-				8,085,304
Intersegment			-				83,742				1,181				11,575				96,498				(96,498	)			-
Total			1,412,682				5,003,934				1,529,096				236,090				8,181,802				(96,498	)			8,085,304
Segment profit (loss)			224,775				63,568				153,049				12,060				453,452				-				453,452
Segment assets			1,614,071				10,241,643				12,041,882				469,044				24,366,640				1,461,253				25,827,893
Depreciation and amortization			33,600				282,801				465,827				9,615				791,843				-				791,843
Capital expenditures			20,451				304,206				712,321				5,779				1,042,757				-				1,042,757
As of and for the six months ended September 30, 2023
		Yen (millions)
		Motorcycle Business			Automobile Business			Financial Services Business			Power Products and Other Businesses			Segment Total			Reconciling Items			Consolidated
Sales revenue:
External customers			1,572,558				6,262,289				1,576,608				197,937				9,609,392				-				9,609,392
Intersegment			-				84,816				1,256				16,387				102,459				(102,459	)			-
Total			1,572,558				6,347,105				1,577,864				214,324				9,711,851				(102,459	)			9,609,392
Segment profit (loss)			253,384				301,380				137,002				4,807				696,573				-				696,573
Segment assets			1,803,540				10,962,398				12,977,324				511,240				26,254,502				1,422,101				27,676,603
Depreciation and amortization			34,486				328,359				415,578				8,592				787,015				-				787,015
Capital expenditures			26,781				233,741				1,115,856				6,036				1,382,414				-				1,382,414

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For the three months ended September 30, 2022

		Yen (millions)
		Motorcycle Business			Automobile Business			Financial Services Business			Power Products and Other Businesses			Segment Total			Reconciling Items			Consolidated
Sales revenue:
External customers			736,632				2,628,707				778,531				111,884				4,255,754				-				4,255,754
Intersegment			-				47,056				502				5,169				52,727				(52,727	)			-
Total			736,632				2,675,763				779,033				117,053				4,308,481				(52,727	)			4,255,754
Segment profit (loss)			126,946				25,306				74,248				4,736				231,236				-				231,236
For the three months ended September 30, 2023
		Yen (millions)
		Motorcycle Business			Automobile Business			Financial Services Business			Power Products and Other Businesses			Segment Total			Reconciling Items			Consolidated
Sales revenue:
External customers			815,603				3,269,950				803,579				95,264				4,984,396				-				4,984,396
Intersegment			-				45,807				627				9,865				56,299				(56,299	)			-
Total			815,603				3,315,757				804,206				105,129				5,040,695				(56,299	)			4,984,396
Segment profit (loss)			109,864				124,398				67,474				390				302,126				-				302,126

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 September 30, 2022 and 2023 amounted to JPY 1,569,670 million and JPY 1,605,913 million, respectively, which consist primarily of the Company's cash and cash equivalents and financial assets measured at fair value through other comprehensive income.

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[B] Subsequent Event

The Board of Directors of the Company, at its meeting held on August 9, 2023, resolved that the Company will implement a stock split, and accordingly, change in ratio of American Depositary Receipts (ADRs) to underlying shares and modify acquisition of own shares program. Based on the resolution, the Company implemented a stock split and accordingly, change in ratio of American Depositary Receipts (ADRs) on October 1, 2023.

1.	Stock split

(1)

Purpose of the stock split

The purpose is to expand the investor base by reducing the Company's stock price per investment unit.

(2)

Method of the stock split

Each share of common stock owned by shareholders listed or recorded in the closing register of shareholders on the record date of September 30, 2023 (Due to non-working day of the shareholder registry administrator on the same day, the substantial record date was September 29, 2023) was split into 3 shares per share.

(3)

Number of shares increased by the stock split

	1. Total number of issued shares before the stock split:		1,811,428,430 shares
	2. Number of shares increased by the stock split:		3,622,856,860 shares
	3. Total number of issued shares following the stock split:		5,434,285,290 shares
	4. Total number of authorized shares following the stock split:		7,086,000,000 shares

(4)

Schedule of the stock split

	Public notice of record date:		September 15, 2023
	Record date:		September 30, 2023
	Effective date:		October 1, 2023

(5)

Others

•

There is no change in the amount of stated capital as a result of this stock split.

•

As the stock split took effect on October 1, 2023, the interim dividend for the fiscal year ending March 31, 2024 which has a dividend record date of September 30, 2023 will be paid based on the shares before the stock split.

2.	Change in ratio of American Depositary Receipts (ADRs) to underlying shares

(1)

Purpose of the ratio change

The purpose is to continuously offer the current investment environment for ADR holders by maintaining present level of ADRs trading price.

(2)

Outline of the change of ratio

	Ratio before change:		1 ADR = 1 Share
	Ratio after change:		1 ADR = 3 Shares
	Effective date of the new ratio:		October 1, 2023 (EST)
	First trading date with new ratio:		October 2, 2023 (EST)

3.	Modification to acquisition of own shares program

(1)

Reason for the modification

In the details of acquisition of the Company's own shares resolved at the meeting of the Board of Directors held on May 11, 2023, "total number of shares to be acquired" shall be modified in connection with the stock split.

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(2)

Details of the modification

	Current Program:		Total number of shares to be acquired: Up to 64,000,000 shares
	Amended Program:		Total number of shares to be acquired: Up to 192,000,000 shares

(Reference)

Details of the resolution concerning acquisition of the Company's own shares at the meeting of the Board of Directors held on May 11, 2023

(1)

Class of shares to be acquired:

Shares of common stock

(2)

Total number of shares to be acquired:

Up to 64,000,000 shares (3.8 % of the total number of issued shares (excluding treasury stock))

(3)

Total amount of shares to be acquired:

Up to 200,000 million yen

(4)

Period of acquisition:

Starting on May 12, 2023 and ending on March 31, 2024

(5)

Method of acquisition:

Market purchases on the Tokyo Stock Exchange

1.

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

2.

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

4.	Impact on earnings per share

Basic earnings per share attributable to owners of the parent for the six months ended September 30, 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 six months ended September 30, 2022 and 2023.

		Six months ended Sep. 30, 2022			Six months ended Sep. 30, 2023
Basic earnings per share attributable to owners of the parent (yen)			66.03				124.63

Basic earnings per share attributable to owners of the parent for the three months ended September 30, 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 three months ended September 30, 2022 and 2023.

		Three months ended Sep. 30, 2022			Three months ended Sep. 30, 2023
Basic earnings per share attributable to owners of the parent (yen)			36.95				51.49

[C] Other

Loss related to airbag inflators

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

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

		Yen (billions)
		FY 2023 results			FY 2024 forecasts			Change (%)
Sales revenue			16,907.7				20,000.0				18.3
Operating profit			780.7				1,200.0				53.7
Profit before income taxes			879.5				1,395.0				58.6
Profit for the year			717.3				1,000.0				39.4
Profit for the year attributable to owners of the parent			651.4				930.0				42.8
		Yen
		FY 2023 results			FY 2024 forecasts
Earnings per share attributable to owners of the parent Basic and diluted			384.02				189.64

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 568.92.

[8] 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.

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[Translation]

November 9, 2023

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 of Resolution by the Board of Directors

Concerning Distribution of Surplus (Interim Dividend)

and Revision of Dividend Forecast for the Fiscal Year Ending March 31, 2024

The Board of Directors of Honda Motor Co., Ltd. (the "Company"), at its meeting held on November 9, 2023, resolved to make a distribution of surplus (Interim dividend), the record date of which is September 30, 2023, and revised the amount of the projected dividend per share of common stock for the year ending March 31, 2024 as follows:

Particulars

1. Details of Distribution of Surplus (Interim Dividend)

		Resolution		Previous Dividends Forecast (Announced on August 9, 2023)		Dividends Paid for the Second Quarter in Fiscal 2023
Record Date		September 30, 2023		September 30, 2023		September 30, 2022
Dividends per Share of Common Stock (yen)		87		75		60
Total Amount of Dividends (million yen)		141,949		-		102,219
Effective Date		December 5, 2023		-		December 5, 2022
Source of Funds for Dividends		Retained Earnings		-		Retained Earnings

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2. Details of the Revised Dividend Payments

		Annual Dividend per share(yen)
		Interim (End of 2nd quarter)			Year-end			Total
Previous forecast (Conversion to the pre-split basis)			75				25 (75	)			- (150	)
Revised forecast (Conversion to the pre-split basis)			-				29 (87	)			- (174	)
Actual dividend issued			87				-				-
Results in the year ended March 31, 2023			60				60				120

(Notes)

1.	The company implemented the stock split into 3 shares per share with the effective date of October 1, 2023. The interim dividend for the fiscal year ending March 31, 2024, which has a dividend record date of September 30, 2023, is paid based on the shares before the stock split.

2.	Forecast for the full-year dividend per share is not presented because simple comparisons are not possible due to the implementation of the stock split. However, the forecast for the full-year dividend per share based on the pre-stock split is ¥24 increase per share.

3. 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 interim dividend payment of ¥87 per share of common stock is to be paid considering its forecast for consolidated financial results for the fiscal year ending March 31, 2024. The Company also revised the amount of the projected dividend per share of common stock for the year ending March 31, 2024 that was announced on August 9, 2023.