Honda Motor (HMC) 6-K Current report (foreign)

No.1-7628

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE13a-16 OR15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF NOVEMBER 2019

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-Aoyama2-chome,Minato-ku, Tokyo107-8556, Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form20-F or Form40-F:

Form20-F  ☒    Form40-F  ☐

Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(7):  ☐

Contents

Exhibit 1:

Exhibit 2:

Exhibit 3:

Exhibit 4:

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HONDA GIKEN KOGYO KABUSHIKI KAISHA

(HONDA MOTOR CO., LTD.)

/s/ Masao Kawaguchi

Masao Kawaguchi

General Manager

Finance Division

Honda Motor Co., Ltd.

Date: November 12, 2019

November 8, 2019

HONDA MOTOR CO., LTD. REPORTS

CONSOLIDATED FINANCIAL RESULTS

FOR THE FISCAL SECOND QUARTER AND

THE FISCAL FIRST HALF YEAR ENDED SEPTEMBER 30, 2019

Tokyo, November 8, 2019 — Honda Motor Co., Ltd. today announced its consolidated financial results for the fiscal second quarter and the fiscal first half year ended September 30, 2019.

Second Quarter Results

Honda’s consolidated sales revenue for the three months ended September 30, 2019 decreased by 2.9%, to JPY 3,729.1 billion from the same period last year, due mainly to decreased sales revenue in Automobile business, Motorcycle business, Life creation and other businesses operations as well as negative foreign currency translation effects, which was partially offset by increased sales revenue in Financial services business operations. Operating profit increased by 2.6%, to JPY 220.1 billion from the same period last year, due mainly to decreased selling, general and administrative expenses as well as continuing cost reduction, which was partially offset by a decrease in profit attributable to decreased sales revenue and model mix. Profit before income taxes increased by 2.3%, to JPY 289.6 billion from the same period last year. Profit for the period attributable to owners of the parent decreased by 6.7%, to JPY 196.5 billion from the same period last year, due mainly to increased income tax expense.

Earnings per share attributable to owners of the parent for the quarter amounted to JPY 111.70, a decrease of JPY 7.96 from the corresponding period last year. One Honda American Depository Share represents one common share.

First Half Year Results

Honda’s consolidated sales revenue for the six months ended September 30, 2019 decreased by 1.8%, to JPY 7,725.3 billion from the same period last year, due mainly to decreased sales revenue in Automobile business, Motorcycle business, Life creation and other businesses operations as well as negative foreign currency translation effects, which was partially offset by increased sales revenue in Financial services business operations. Operating profit decreased by 8.0%, to JPY 472.6 billion from the same period last year, due mainly to a decrease in profit attributable to decreased sales revenue and model mix as well as negative foreign currency effects, which was partially offset by continuing cost reduction. Profit before income taxes decreased by 9.7%, to JPY 579.4 billion from the same period last year. Profit for the period attributable to owners of the parent decreased by 19.0%, to JPY 368.8 billion from the same period last year.

Earnings per share attributable to owners of the parent for the period amounted to JPY 209.63, a decrease of JPY 47.81 from the corresponding period last year.

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Consolidated Statements of Financial Position for the Fiscal First Half Year Ended September 30, 2019

Total assets decreased by JPY 98.1 billion, to JPY 20,320.9 billion from March 31, 2019 mainly due to foreign currency translation effects, despite an increase in equipment on operating leases as well as property, plant and equipment which includesright-of-use assets through the adoption of IFRS 16. Total liabilities decreased by JPY 142.5 billion, to JPY 11,710.7 billion from March 31, 2019 mainly due to decreased trade payables and foreign currency translation effects, despite an increase in other financial liabilities which includes lease liabilities through the adoption of IFRS 16. Total equity increased by JPY 44.4 billion, to JPY 8,610.1 billion from March 31, 2019 due mainly to an increase in retained earnings attributable to profit for the period, despite foreign currency translation effects.

Consolidated Statements of Cash Flows for the Fiscal First Half Year Ended September 30, 2019

Consolidated cash and cash equivalents on September 30, 2019 decreased by JPY 159.1 billion from March 31, 2019, to JPY 2,334.9 billion. The reasons for the increases or decreases for each cash flow activity, when compared with the same period last year, are as follows:

Net cash provided by operating activities amounted to JPY 409.9 billion of cash inflows. Cash inflows from operating activities increased by JPY 12.7 billion from the same period last year, due mainly to a decrease in receivables from financial services, despite increased payments for parts, raw materials and purchase of equipment on operating leases.

Net cash used in investing activities amounted to JPY 375.5 billion of cash outflows. Cash outflows from investing activities decreased by JPY 1.3 billion from the same period last year, due mainly to decreased payments for acquisitions of other financial assets as well as for additions to property, plant and equipment, which was partially offset by a decrease in proceeds from sales and redemptions of other financial assets.

Net cash used in financing activities amounted to JPY 134.2 billion of cash outflows. Cash outflows from financing activities increased by JPY 70.3 billion from the same period last year, due mainly to an increase in repayments of financing liabilities, which was partially offset by an increase in proceeds from financing liabilities.

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Forecasts for the Fiscal Year Ending March 31, 2020

In regard to the forecasts of the financial results for the fiscal year ending March 31, 2020, Honda projects consolidated results to be as shown below:

Fiscal year ending March 31, 2020

	Yen (billions)		Changes from FY 2019
Sales revenue		15,050.0		-5.3	%
Operating profit		690.0		-5.0	%
Profit before income taxes		905.0		-7.6	%
Profit for the year		640.0		-5.4	%
Profit for the year attributable to owners of the parent		575.0		-5.8	%
	Yen
Earnings per share attributable to owners of the parent
Basic and diluted		329.64

Note: The forecasts are based on the assumption that the average exchange rates for the Japanese yen to the U.S. dollar will be JPY 107 for the full year ending March 31, 2020.

The reasons for the increases or decreases in the forecasts of the operating profit, and profit before income taxes for the fiscal year ending March 31, 2020 from the previous year are as follows.

	Yen (billions)
Revenue, model mix, etc.		- 133.9
Cost reduction, the effect of raw material cost fluctuations, etc.		+ 134.0
SG&A expenses		+ 78.0
R&D expenses		- 7.0
Currency effect		- 138.0
The impact related to changes of the global automobile production network and capability*		+ 30.6
Operating profit compared with fiscal year ended March 31, 2019		- 36.3
Share of profit of investments accounted for using the equity method		- 18.8
Finance income and finance costs		- 19.1
Profit before income taxes compared with fiscal year ended March 31, 2019		- 74.3

* The impact related to changes of the global automobile production network and capability in FY2019 was JPY 68.0 billion and the forecast for the FY2020 is JPY 37.4 billion

Dividend per Share of Common Stock

Fiscal second quarter dividend is JPY 28 per share of common stock. The total expected annual dividend per share of common stock for the fiscal year ending March 31, 2020, is JPY 112 per share.

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

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[1] Condensed Consolidated Statements of Financial Position

March 31, 2018 and September 30, 2019

	Yen (millions)
	Mar. 31, 2019			Sep. 30, 2019
Assets
Current assets:
Cash and cash equivalents		2,494,121			2,334,967
Trade receivables		793,245			691,505
Receivables from financial services		1,951,633			1,834,070
Other financial assets		163,274			183,205
Inventories		1,586,787			1,629,194
Other current assets		358,234			331,887
Total current assets		7,347,294			7,004,828
Non-current assets:
Investments accounted for using the equity method		713,039			782,670
Receivables from financial services		3,453,617			3,397,659
Other financial assets		417,149			431,105
Equipment on operating leases		4,448,849			4,529,760
Property, plant and equipment		2,981,840			3,069,893
Intangible assets		744,368			778,431
Deferred tax assets		150,318			140,412
Othernon-current assets		162,648			186,231
Totalnon-current assets		13,071,828			13,316,161
Total assets		20,419,122			20,320,989
Liabilities and Equity
Current liabilities:
Trade payables		1,184,882			1,017,489
Financing liabilities		3,188,782			3,102,039
Accrued expenses		476,300			411,672
Other financial liabilities		132,910			177,132
Income taxes payable		49,726			52,803
Provisions		348,763			284,611
Other current liabilities		599,761			586,633
Total current liabilities		5,981,124			5,632,379
Non-current liabilities:
Financing liabilities		4,142,338			4,072,361
Other financial liabilities		63,689			297,442
Retirement benefit liabilities		398,803			417,454
Provisions		220,745			221,403
Deferred tax liabilities		727,411			740,341
Othernon-current liabilities		319,222			329,412
Totalnon-current liabilities		5,872,208			6,078,413
Total liabilities		11,853,332			11,710,792
Equity:
Common stock		86,067			86,067
Capital surplus		171,460			171,664
Treasury stock		(177,827	)		(177,752	)
Retained earnings		7,973,637			8,242,571
Other components of equity		214,383			18,473
Equity attributable to owners of the parent		8,267,720			8,341,023
Non-controlling interests		298,070			269,174
Total equity		8,565,790			8,610,197
Total liabilities and equity		20,419,122			20,320,989

- 4 -

[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, 2018 and 2019

	Yen (millions)
	Six months ended Sep. 30, 2018			Six months ended Sep. 30, 2019
Sales revenue		7,865,845			7,725,356
Operating costs and expenses:
Cost of sales		(6,167,404	)		(6,123,574	)
Selling, general and administrative		(809,945	)		(783,943	)
Research and development		(374,638	)		(345,234	)
Total operating costs and expenses		(7,351,987	)		(7,252,751	)
Operating profit		513,858			472,605
Share of profit of investments accounted for using the equity method		118,228			108,179
Finance income and finance costs:
Interest income		23,324			26,260
Interest expense		(5,957	)		(7,595	)
Other, net		(8,129	)		(20,014	)
Total finance income and finance costs		9,238			(1,349	)
Profit before income taxes		641,324			579,435
Income tax expense		(145,377	)		(179,670	)
Profit for the period		495,947			399,765
Profit for the period attributable to:
Owners of the parent		455,101			368,856
Non-controlling interests		40,846			30,909
	Yen
Earnings per share attributable to owners of the parent
Basic and diluted		257.44			209.63

- 5 -

Condensed Consolidated Statements of Comprehensive Income

For the six months ended September 30, 2018 and 2019

	Yen (millions)
	Six months ended Sep. 30, 2018			Six months ended Sep. 30, 2019
Profit for the period		495,947			399,765
Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans		—			—
Net changes in revaluation of financial assets measured at fair value through other comprehensive income		434			(4,693	)
Share of other comprehensive income of investments accounted for using the equity method		(745	)		(604	)
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		(41	)		164
Exchange differences on translating foreign operations		199,376			(167,710	)
Share of other comprehensive income of investments accounted for using the equity method		(17,750	)		(31,571	)
Total other comprehensive income, net of tax		181,274			(204,414	)
Comprehensive income for the period		677,221			195,351
Comprehensive income for the period attributable to:
Owners of the parent		635,015			173,092
Non-controlling interests		42,206			22,259

- 6 -

Condensed Consolidated Statements of Income

For the three months ended September 30, 2018 and 2019

	Yen (millions)
	Three months ended Sep. 30, 2018			Three months ended Sep. 30, 2019
Sales revenue		3,841,712			3,729,103
Operating costs and expenses:
Cost of sales		(3,004,708	)		(2,957,091	)
Selling, general and administrative		(438,289	)		(376,494	)
Research and development		(184,240	)		(175,382	)
Total operating costs and expenses		(3,627,237	)		(3,508,967	)
Operating profit		214,475			220,136
Share of profit of investments accounted for using the equity method		63,926			63,949
Finance income and finance costs:
Interest income		11,411			12,065
Interest expense		(2,994	)		(4,000	)
Other, net		(3,776	)		(2,526	)
Total finance income and finance costs		4,641			5,539
Profit before income taxes		283,042			289,624
Income tax expense		(53,817	)		(79,451	)
Profit for the period		229,225			210,173
Profit for the period attributable to:
Owners of the parent		210,771			196,554
Non-controlling interests		18,454			13,619
	Yen
Earnings per share attributable to owners of the parent
Basic and diluted		119.66			111.70

- 7 -

Condensed Consolidated Statements of Comprehensive Income

For the three months ended September 30, 2018 and 2019

	Yen (millions)
	Three months ended Sep. 30, 2018			Three months ended Sep. 30, 2019
Profit for the period		229,225			210,173
Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans		—			—
Net changes in revaluation of financial assets measured at fair value through other comprehensive income		310			1,655
Share of other comprehensive income of investments accounted for using the equity method		539			221
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		(40	)		54
Exchange differences on translating foreign operations		127,842			(38,492	)
Share of other comprehensive income of investments accounted for using the equity method		(3,909	)		(17,312	)
Total other comprehensive income, net of tax		124,742			(53,874	)
Comprehensive income for the period		353,967			156,299
Comprehensive income for the period attributable to:
Owners of the parent		332,427			144,815
Non-controlling interests		21,540			11,484

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[3] Condensed Consolidated Statements of Changes in Equity

For the six months ended September 30, 2018

	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, 2018		86,067		171,118		(113,271	)		7,611,332			178,292			7,933,538			300,557			8,234,095
Effect of changes in accounting policy									(46,833	)		(208	)		(47,041	)		6			(47,035	)
Effect of hyperinflation									(9,454	)		14,896			5,442						5,442
Adjusted balance as of April 1, 2018		86,067		171,118		(113,271	)		7,555,045			192,980			7,891,939			300,563			8,192,502
Comprehensive income for the period
Profit for the period									455,101						455,101			40,846			495,947
Other comprehensive income, net of tax												179,914			179,914			1,360			181,274
Total comprehensive income for the period									455,101			179,914			635,015			42,206			677,221
Reclassification to retained earnings									(1,906	)		1,906			—						—
Transactions with owners and other
Dividends paid									(95,696	)					(95,696	)		(57,152	)		(152,848	)
Purchases of treasury stock						(64,552	)								(64,552	)					(64,552	)
Disposal of treasury stock						1									1						1
Share-based payment transactions				110											110						110
Total transactions with owners and other				110		(64,551	)		(95,696	)					(160,137	)		(57,152	)		(217,289	)
Other changes									(3,770	)					(3,770	)					(3,770	)
Balance as of September 30, 2018		86,067		171,228		(177,822	)		7,908,774			374,800			8,363,047			285,617			8,648,664
For the six months ended September 30, 2019
	Yen (millions)
	Equity attributable to owners of the parent																Non-controlling interests			Total equity
	Common stock		Capital surplus		Treasury stock			Retained earnings			Other components of equity			Total
Balance as of April 1, 2019		86,067		171,460		(177,827	)		7,973,637			214,383			8,267,720			298,070			8,565,790
Comprehensive income for the period
Profit for the period									368,856						368,856			30,909			399,765
Other comprehensive income, net of tax												(195,764	)		(195,764	)		(8,650	)		(204,414	)
Total comprehensive income for the period									368,856			(195,764	)		173,092			22,259			195,351
Reclassification to retained earnings									146			(146	)		—						—
Transactions with owners and other
Dividends paid									(98,575	)					(98,575	)		(51,155	)		(149,730	)
Purchases of treasury stock						(4	)								(4	)					(4	)
Disposal of treasury stock						79									79						79
Share-based payment transactions				204											204						204
Total transactions with owners and other				204		75			(98,575	)					(98,296	)		(51,155	)		(149,451	)
Other changes									(1,493	)					(1,493	)					(1,493	)
Balance as of September 30, 2019		86,067		171,664		(177,752	)		8,242,571			18,473			8,341,023			269,174			8,610,197

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[4] Consolidated Statements of Cash Flows

For the six months ended September 30, 2018 and 2019

	Yen (millions)
	Six months ended Sep. 30, 2018			Six months ended Sep. 30, 2019
Cash flows from operating activities:
Profit before income taxes		641,324			579,435
Depreciation, amortization and impairment losses excluding equipment on operating leases		352,269			327,903
Share of profit of investments accounted for using the equity method		(118,228	)		(108,179	)
Finance income and finance costs, net		(51,523	)		(37,602	)
Interest income and interest costs from financial services, net		(60,705	)		(64,586	)
Changes in assets and liabilities
Trade receivables		30,775			72,277
Inventories		(45,257	)		(102,759	)
Trade payables		(58,246	)		(78,278	)
Accrued expenses		(68,534	)		(58,310	)
Provisions and retirement benefit liabilities		1,389			(26,074	)
Receivables from financial services		(106,677	)		47,293
Equipment on operating leases		(94,718	)		(173,982	)
Other assets and liabilities		(30,181	)		(12,447	)
Other, net		2,343			(550	)
Dividends received		84,022			85,621
Interest received		130,371			145,241
Interest paid		(67,779	)		(78,768	)
Income taxes paid, net of refunds		(143,450	)		(106,284	)
Net cash provided by operating activities		397,195			409,951
Cash flows from investing activities:
Payments for additions to property, plant and equipment		(224,775	)		(153,354	)
Payments for additions to and internally developed intangible assets		(89,682	)		(111,292	)
Proceeds from sales of property, plant and equipment and intangible assets		13,882			8,668
Payments for acquisitions of subsidiaries, net of cash and cash equivalents acquired		—			(3,047	)
Payments for acquisitions of investments accounted for using the equity method		(2,401	)		(2,401	)
Payments for acquisitions of other financial assets		(311,231	)		(197,620	)
Proceeds from sales and redemptions of other financial assets		237,321			84,874
Other, net		—			(1,404	)
Net cash used in investing activities		(376,886	)		(375,576	)
Cash flows from financing activities:
Proceeds from short-term financing liabilities		3,803,313			4,123,201
Repayments of short-term financing liabilities		(3,778,832	)		(4,268,863	)
Proceeds from long-term financing liabilities		851,623			967,835
Repayments of long-term financing liabilities		(706,970	)		(785,267	)
Dividends paid to owners of the parent		(95,696	)		(98,575	)
Dividends paid tonon-controlling interests		(47,423	)		(36,377	)
Purchases and sales of treasury stock, net		(64,551	)		75
Repayments of lease liabilities		(25,380	)		(36,255	)
Net cash provided by (used in) financing activities		(63,916	)		(134,226	)
Effect of exchange rate changes on cash and cash equivalents		37,998			(59,303	)
Net change in cash and cash equivalents		(5,609	)		(159,154	)
Cash and cash equivalents at beginning of year		2,256,488			2,494,121
Cash and cash equivalents at end of period		2,250,879			2,334,967

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[5] Assumptions for Going Concern

None

[6] Notes to Consolidated Financial Statements

[A] Changes in accounting policies

IFRS 16 “Leases”

Honda has adopted IFRS 16 “Leases” with a date of initial application of April 1, 2019. Honda used the modified retrospective approach, under which the cumulative effect of initial application was recognized as an adjustment to the opening balance of equity at the date of initial application. Therefore, the comparative information has not been restated and continues to be reported under the previous accounting policy.

Previously, Honda determined at contract inception whether an arrangement was or contained a lease under IAS 17 “Leases” and IFRIC 4 “Determining whether an Arrangement contains a Lease”. Honda assesses whether a contract is or contains a lease under IFRS 16 on or after April 1, 2019. Honda applied the practical expedient to grandfather the assessment of which a contract was or contained a lease when applying IFRS 16. Therefore, Honda applied IFRS 16 to all contracts entered into prior to April 1, 2019 and identified as leases under IAS 17 and IFRIC 4.

IFRS 16 introduced a singleon-balance lease accounting model for lessees. A lessee recognizes aright-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. In addition, expenses related to leases change from straight-line operating lease expenses to depreciation charge forright-of-use assets and interest expense on lease liabilities. At transition, Honda recognized the lease liabilities for leases previously classified as an operating lease under IAS 17, and measured these liabilities at the present value of the remaining lease payments, discounted using Honda’s incremental borrowing rate as of April 1, 2019. The weighted average rate applied was 1.19%. Theright-of-use assets were measured at the amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the statement of financial position immediately before the date of initial application. In addition, Honda applied the following practical expedients when applying IFRS 16.

• Applied a single discount rate to a portfolio of leases with reasonably similar characteristics;

• Adjusted theright-of-use assets by the amount of any provision for onerous leases under IAS 37 “Provisions, Contingent Liabilities and Contingent Assets” recognized immediately before the date of initial application as an alternative to performing an impairment review; and

• Excluded initial direct costs from the measurement of theright-of-use assets at the date of initial application.

In the condensed consolidated statements of financial position, lease liabilities are included in other financial liabilities andright-of-use assets are included in property, plant and equipment.

Honda recognized additional lease liabilities of JPY 272,232 million and total assets, mainlyright-of-use assets were recognized approximately in the same amounts in the condensed consolidated statements of financial position as of April 1, 2019.

The difference between the future minimum lease payments undernon-cancelable operating leases as of March 31, 2019 disclosed in the consolidated financial statements immediately before the date of initial application, and the lease liabilities recognized as of April 1, 2019, is as follows:

	Yen(millions)
Future minimum lease payments undernon-cancelable operating leases as of March 31, 2019		115,634
Discounted using the incremental borrowing rate as of April 1, 2019		108,147
Add: Finance lease obligations		62,308
Add: Cancelable operating leases		11,612
Add: Extension options reasonably certain to be exercised		152,473
Lease liabilities recognized as of April 1, 2019		334,540

- 11 -

[B] Segment Information

Honda has four reportable segments: Motorcycle business, Automobile business, Financial services business and Life creation and other businesses, which are based on Honda’s organizational structure and characteristics of products and services. Operating segments are defined as the components of Honda for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The accounting policies used for these reportable segments are consistent with the accounting policies used in the Company’s 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 (S×S) and relevant parts	Research and development Manufacturing Sales and related services
Automobile Business	Automobiles and relevant parts	Research and development Manufacturing Sales and related services
Financial Services Business	Financial services	Retail loan and lease related to Honda products Others
Life Creation and Other Businesses*	Power products and relevant parts, and others	Research and development Manufacturing Sales and related services Others

Explanatory note:

* Power product business has been renamed Life creation business from April 1, 2019. Honda expands the concept of our Power product business and continues pursuing it under a new concept of “Life Creation Business”. This renaming of the business represents our intention to evolve our business as a function to create new value for “mobility” and “daily lives”, which includes our existing Power product business as well as new businesses for the future, including energy business.

Segment information based on products and services

As of and for the six months ended September 30, 2018

	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Life Creation and Other Businesses			Segment Total		Reconciling Items			Consolidated
Sales revenue:
External customers		1,094,226		5,421,971		1,185,980		163,668			7,865,845		—			7,865,845
Intersegment		—		93,384		7,486		11,136			112,006		(112,006	)		—
Total		1,094,226		5,515,355		1,193,466		174,804			7,977,851		(112,006	)		7,865,845
Segment profit (loss)		177,174		221,506		116,372		(1,194	)		513,858		—			513,858
Segment assets		1,458,540		7,984,546		10,153,832		316,353			19,913,271		354,470			20,267,741
Depreciation and amortization		33,942		309,249		384,060		7,227			734,478		—			734,478
Capital expenditures		23,957		238,173		1,000,337		5,493			1,267,960		—			1,267,960

As of and for the six months ended September 30, 2019

	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Life Creation and Other Businesses			Segment Total		Reconciling Items			Consolidated
Sales revenue:
External customers		1,055,543		5,167,970		1,345,634		156,209			7,725,356		—			7,725,356
Intersegment		—		113,050		7,156		10,846			131,052		(131,052	)		—
Total		1,055,543		5,281,020		1,352,790		167,055			7,856,408		(131,052	)		7,725,356
Segment profit (loss)		147,655		195,293		132,162		(2,505	)		472,605		—			472,605
Segment assets		1,473,282		7,903,911		10,131,384		336,266			19,844,843		476,146			20,320,989
Depreciation and amortization		32,563		283,570		406,833		7,146			730,112		—			730,112
Capital expenditures		30,698		207,122		1,193,874		7,190			1,438,884		—			1,438,884

- 12 -

For the three months ended September 30, 2018

	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Life Creation and Other Businesses		Segment Total		Reconciling Items			Consolidated
Sales revenue:
External customers		539,319		2,624,635		596,085		81,673		3,841,712		—			3,841,712
Intersegment		—		45,529		4,196		5,289		55,014		(55,014	)		—
Total		539,319		2,670,164		600,281		86,962		3,896,726		(55,014	)		3,841,712
Segment profit (loss)		85,044		69,825		59,193		413		214,475		—			214,475
For the three months ended September 30, 2019
	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Life Creation and Other Businesses		Segment Total		Reconciling Items			Consolidated
Sales revenue:
External customers		522,525		2,473,492		657,233		75,853		3,729,103		—			3,729,103
Intersegment		—		57,388		3,532		5,958		66,878		(66,878	)		—
Total		522,525		2,530,880		660,765		81,811		3,795,981		(66,878	)		3,729,103
Segment profit (loss)		77,782		74,918		66,380		1,056		220,136		—			220,136

Explanatory notes:

1. Intersegment sales revenues are generally made at values that approximatearm’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, 2018 and 2019 amounted to JPY 633,623 million and JPY 751,369 million, respectively, which consist primarily of the Company’s cash and cash equivalents and financial assets measured at fair value through other comprehensive income.

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

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

As of and for the six months ended September 30, 2018

	Yen (millions)
	Japan		North America		Europe		Asia		Other Regions		Total		Reconciling Items			Consolidated
Sales revenue:
External customers		1,129,949		4,192,771		318,832		1,848,097		376,196		7,865,845		—			7,865,845
Inter-geographic areas		1,215,912		251,798		129,199		361,264		3,602		1,961,775		(1,961,775	)		—
Total		2,345,861		4,444,569		448,031		2,209,361		379,798		9,827,620		(1,961,775	)		7,865,845
Operating profit (loss)		42,114		163,843		7,271		250,109		30,625		493,962		19,896			513,858
Assets		4,373,170		11,496,432		683,043		3,039,075		620,567		20,212,287		55,454			20,267,741
Non-current assets other than financial instruments and deferred tax assets		2,596,051		4,857,844		97,064		671,714		145,792		8,368,465		—			8,368,465
As of and for the six months ended September 30, 2019
	Yen (millions)
	Japan		North America		Europe		Asia		Other Regions		Total		Reconciling Items			Consolidated
Sales revenue:
External customers		1,212,399		4,184,239		291,376		1,677,663		359,679		7,725,356		—			7,725,356
Inter-geographic areas		1,080,995		197,596		101,358		339,309		3,650		1,722,908		(1,722,908	)		—
Total		2,293,394		4,381,835		392,734		2,016,972		363,329		9,448,264		(1,722,908	)		7,725,356
Operating profit (loss)		81,200		178,981		9,803		186,278		8,425		464,687		7,918			472,605
Assets		4,731,555		11,201,065		618,461		2,972,541		589,213		20,112,835		208,154			20,320,989
Non-current assets other than financial instruments and deferred tax assets		2,969,630		4,712,010		90,759		664,300		127,616		8,564,315		—			8,564,315

- 13 -

For the three months ended September 30, 2018

	Yen (millions)
	Japan		North America		Europe		Asia		Other Regions			Total		Reconciling Items			Consolidated
Sales revenue:
External customers		575,806		2,015,472		145,853		929,374		175,207			3,841,712		—			3,841,712
Inter-geographic areas		629,840		115,747		64,937		184,275		1,256			996,055		(996,055	)		—
Total		1,205,646		2,131,219		210,790		1,113,649		176,463			4,837,767		(996,055	)		3,841,712
Operating profit (loss)		27,402		53,483		236		127,595		7,990			216,706		(2,231	)		214,475
For the three months ended September 30, 2019
	Yen (millions)
	Japan		North America		Europe		Asia		Other Regions			Total		Reconciling Items			Consolidated
Sales revenue:
External customers		618,099		1,971,113		135,984		833,561		170,346			3,729,103		—			3,729,103
Inter-geographic areas		524,540		94,677		50,520		164,146		1,707			835,590		(835,590	)		—
Total		1,142,639		2,065,790		186,504		997,707		172,053			4,564,693		(835,590	)		3,729,103
Operating profit (loss)		44,528		76,280		7,203		88,317		(54	)		216,274		3,862			220,136

Explanatory notes:

1. Major countries or regions in each geographic area:

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

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

3. Reconciling items include elimination of inter-geographic transactions and balances as well as unallocated corporate assets. Unallocated corporate assets, included in reconciling items as of September 30, 2018 and 2019 amounted to JPY 633,623 million and JPY 751,369 million, respectively, which consist primarily of the Company’s cash and cash equivalents and financial assets measured at fair value through other comprehensive income.

[C] Subsequent Event

Acquisition of the Company’s Own Shares

The Board of Directors of the Company, at its meeting held on November 8, 2019, resolved that the Company will acquire its own shares pursuant to Article 459, Paragraph 1 of the Company Law and Article 33 of the Company’s Articles of Incorporation.

1. Reason for acquisition of own share

The Company will acquire 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 33,000,000 shares (1.9% of total number of issued shares (excluding treasury stock))

(3) Total amount of shares to be acquired:

Up to 100,000 million yen

(4) Period of acquisition:

Starting on November 11, 2019 and ending on March 31, 2020

(5) Method of acquisition:

Market purchases on the Tokyo Stock Exchange

1. Purchases through the Tokyo Stock Exchange Trading NetworkOff-Auction Own Share Repurchase Trading System(ToSTNeT-3)

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

- 14 -

[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.

For the related civil lawsuits mainly in the Unites States, Honda did not recognize a provision for loss contingencies because the conditions for a provision have not been met as of the date of this report. Therefore, it is not possible for Honda to reasonably estimate the amount and timing of potential future losses as of the date of this report because there are some uncertainties, such as the period when these lawsuits will be concluded.

- 15 -

[Translation]

November 8, 2019

To:  Shareholders of Honda Motor Co., Ltd.

From:  Honda Motor Co., Ltd.

 1-1, Minami-Aoyama2-chome,

 Minato-ku, Tokyo,107-8556

 Takahiro Hachigo

 President and Representative Director

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)

The Board of Directors of Honda Motor Co., Ltd. (the “Company”), at its meeting held on November 8, 2019, resolved that the Company will acquire its own shares pursuant to Article 459, Paragraph 1 of the Company Law and Article 33 of the Company’s Articles of Incorporation.

Particulars

1. Reason for acquisition of own shares

The Company will acquire 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 33,000,000 shares (1.9 % of total number of issued shares (excluding treasury stock))

(3) Total amount of shares to be acquired:

Up to 100 billion yen

(4) Period of acquisition:

Starting on November 11, 2019 and ending on March 31, 2020

(5) Method of acquisition:

Market purchases on the Tokyo Stock Exchange

1. Purchases through the Tokyo Stock Exchange Trading NetworkOff-Auction Own Share Repurchase Trading System(ToSTNeT-3)

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

Reference:	The Company’s treasury stock held as of September 30, 2019
	Total number of issued shares (excluding treasury stock):	1,759,583,360 shares
	Total number of treasury stock:	51,845,070 shares

[Translation]

November 8, 2019

To:  Shareholders of Honda Motor Co., Ltd.

From:  Honda Motor Co., Ltd.

 1-1, Minami-Aoyama2-chome,

 Minato-ku, Tokyo,107-8556

 Takahiro Hachigo

 President and Representative Director

Notice Concerning Purchase of the Company’s Own Shares through ToSTNeT-3

The Board of Directors of Honda Motor Co., Ltd. (the “Company”), at its meeting held on November 8, 2019, resolved that the Company will purchase its own shares pursuant to Article 459, Paragraph 1 of the Company Law and Article 33 of the Company’s Articles of Incorporation. The Company determined the specific method of the acquisition as follows.

Particulars

1. Method of acquisition

The Company will delegate the purchase of own shares through the Tokyo Stock Exchange Trading NetworkOff-Auction Own Share Repurchase Trading System(ToSTNEeT-3) on the Tokyo Stock Exchange at 8:45 a.m. on November 11, 2019, at a price of 3,072 yen per share, which is the closing price (including the last special quote) of the Company shares on November 8, 2019. The purchase will not be conducted by any other trading system or at any other trading time.

The purchase order will be valid only for the time designated for the transactions.

2. Details of acquisition

(1) Class of shares to be acquired:

Shares of common stock

(2) Total number of shares to be acquired:

Up to 5,500,000 shares

(3) Announcement of acquisition results:

The results of the acquisition will be announced after the completion of the transaction at 8:45 a.m. on November 11, 2019.

Note 1: The total number of shares to be acquired will not be changed. Depending on market conditions and other factors, a part or all of the transaction may not be performed.

Note 2: The purchase will be made based on selling orders corresponding to the number of shares to be acquired.

Reference: Details of the resolution at the meeting of the Board of Directors held on November 8, 2019

(1) Class of shares to be acquired:

Shares of common stock

(2) Total number of shares to be acquired:

Up to 33,000,000 shares (1.9 % of the total number of issued shares (excluding treasury stock))

(3) Total amount of shares to be acquired:

Up to 100 billion yen

(4) Period of acquisition:

Starting on November 11, 2019 and ending on March 31, 2020

(5) Method of acquisition:

Market purchases on the Tokyo Stock Exchange

1. Purchases through the Tokyo Stock Exchange Trading NetworkOff-Auction Own Share Repurchase Trading System(ToSTNeT-3)

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

[Translation]

November 11, 2019

To:  Shareholders of Honda Motor Co., Ltd.

From:  Honda Motor Co., Ltd.

 1-1, Minami-Aoyama2-chome,

 Minato-ku, Tokyo,107-8556

 Takahiro Hachigo

 President and Representative Director

Notice Concerning Result of Acquisition of the Company’s Own Shares through ToSTNeT-3

In respect of the acquisition of own shares notified by Honda Motor Co., Ltd. (the “Company”) on November 8, 2019, the Company has purchased its own shares as follows.

Particulars

1. Reason for acquisition of own shares

The Company acquired its own shares for the purpose, among others, of improving efficiency of its capital structure and implementing a flexible capital strategy.

2. Details of acquisition

(1) Class of shares acquired:

Shares of common stock

(2) Total number of shares acquired:

5,406,500 shares

(3) Total amount of shares acquired:

16,608,768,000 yen

(4) Date of the acquisition:

November 11, 2019

(5) Method of acquisition:

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

Reference: Details of the resolution at the meeting of the Board of Directors held on November 8, 2019

(1) Class of shares to be acquired:

Shares of common stock

(2) Total number of shares to be acquired:

Up to 33,000,000 shares (1.9 % of the total number of issued shares (excluding treasury stock))

(3) Total amount of shares to be acquired:

Up to 100 billion yen

(4) Period of acquisition:

Starting on November 11, 2019 and ending on March 31, 2020

(5) Method of acquisition:

Market purchases on the Tokyo Stock Exchange

1. Purchases through the Tokyo Stock Exchange Trading NetworkOff-Auction Own Share Repurchase Trading System(ToSTNeT-3)

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

Progress as of November 11, 2019

Total number of shares acquired:	5,406,500 shares
Total amount of shares acquired:	16,608,768,000 yen