Honda Motor : GIKEN KOGYO KABUSHIKI KAISHA 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 2024

COMMISSION FILE NUMBER: 1-07628

HONDA GIKEN KOGYO KABUSHIKI KAISHA

(Name of registrant)

HONDA MOTOR CO., LTD.

(Translation of registrant’s name into English)

1-1, Minami-Aoyama 2-chome, Minato-ku, Tokyo 107-8556, Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

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Contents

Exhibit 1:

Honda Motor Co., Ltd. announced its consolidated financial results for the fiscal first half year ended September 30, 2024.

Exhibit 2:

Notice Concerning Acquisition of the Company’s Own Shares (Acquisition of the Company’s own shares pursuant to the Articles of Incorporation of the Company in accordance with Article 459, Paragraph 1 of the Company Law)

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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/ Sumihiro Takahashi

Sumihiro Takahashi

General Manager

Finance Division

Honda Motor Co., Ltd.

Date: November 6, 2024

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Consolidated Financial Results for the Fiscal First Half Year Ended September 30, 2024 (IFRS)

November 6, 2024

Company name		: Honda Motor Co., Ltd.
Listing		: Tokyo Stock Exchange
Securities code		: 7267
URL		: https://global.honda/en/investors/
Representative		: Toshihiro Mibe, Director, President and Representative Executive Officer
Inquiries		: Masao Kawaguchi, Head of Accounting and Finance Supervisory Unit  Tel. [phone]
Scheduled date to file semi-annual securities report		: November 8, 2024
Scheduled date to commence dividend payments		: December 4, 2024
Supplemental materials prepared for consolidated financial results		: Yes
Holdings of financial results meeting		: Yes

(Amounts are rounded to the nearest million yen)

1. Consolidated Financial Results for the Six Months Ended September 30, 2024 (from April 1, 2024 to September 30, 2024)

(1) Consolidated operating results (for the six months ended September 30)		(% of change from the same period of the previous fiscal year)

		Sales revenue			Operating profit			Profit before income taxes			Profit for the period			Profit for the period attributable to owners of the parent			Comprehensive income for the period
Six months ended			Yen (millions)				%				Yen (millions)				%				Yen (millions)				%				Yen (millions)				%				Yen (millions)				%				Yen (millions)				%
September 30, 2024			10,797,613				12.4				742,608				6.6				741,953				-15.6				526,847				-19.4				494,683				-19.7				141,946				-90.4
September 30, 2023			9,609,392				18.9				696,573				53.6				879,285				70.5				653,925				77.3				616,301				82.1				1,479,892				11.6

	Earnings per share attributable to owners of the parent - Basic			Earnings per share attributable to owners of the parent - Diluted
Six months ended		Yen			Yen
September 30, 2024		103.25			103.25
September 30, 2023		124.63			124.63

Explanatory notes:

1.	Basic and diluted earnings per share are calculated based on the profit for the period attributable to owners of the parent.

2.

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 and diluted earnings per share attributable to owners of the parent are calculated based on the assumption that the stock split had been implemented at the beginning of the previous fiscal year.

(2) Consolidated financial position

		Total assets			Total equity			Equity attributable to owners of the parent			Ratio of equity attributable to owners of the parent to total assets
As of			Yen (millions)				Yen (millions)				Yen (millions)				%
September 30, 2024			29,273,879				12,672,556				12,391,444				42.3
March 31, 2024			29,774,150				13,005,872				12,696,995				42.6

2. Dividends

		Annual dividends per share
	First quarter-end			Second quarter-end			Third quarter-end			Fiscal year-end			Total
		Yen			Yen			Yen			Yen			Yen
Fiscal year ended March 31, 2024			—				87.00				—				39.00				—
Fiscal year ending March 31, 2025			—				34.00
Fiscal year ending March 31, 2025 (forecast)					—				34.00				68.00

Explanatory notes:

1.	Revisions to the forecast of dividends most recently announced: None

2.

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 ended 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 ended March 31, 2024 are expected to be JPY 117.00 per share and JPY 204.00 per share, respectively.

3. Forecast of Consolidated Financial Results for the Fiscal Year Ending March 31, 2025 (from April 1, 2024 to March 31, 2025)

(% of change from the previous fiscal year)

		Sales revenue			Operating profit			Profit before income taxes			Profit for the year			Profit for the year attributable to owners of the parent			Earnings per share attributable to owners of the parent
		Yen (millions	)			%				Yen (millions	)			%				Yen (millions	)			%				Yen (millions	)			%				Yen (millions	)			%				Yen
Full-year			21,000,000				2.8				1,420,000				2.8				1,435,000				-12.6				1,020,000				-13.7				950,000				-14.2				202.00

Explanatory note:

Revisions to the forecast of consolidated financial results most recently announced: Yes

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*Explanatory notes

(1) Significant changes in the scope of consolidation during the period: None

Newly included:		- companies		(Company name: -)
Excluded:		- companies		(Company name: -)

(2) Changes in accounting policies and changes in accounting estimates

(i)		Changes in accounting policies required by IFRS			:			None
(ii)		Changes in accounting policies due to other reason			:			None
(iii)		Changes in accounting estimates			:			None

(3) Number of issued shares (common shares)

(i)

Number of issued shares at the end of the period (including treasury stock)

As of September 30, 2024		5,280,000,000 shares
As of March 31, 2024		5,280,000,000 shares

(ii)

Number of treasury stock at the end of the period

As of September 30, 2024		597,435,731 shares
As of March 31, 2024		451,092,624 shares

(iii)

Average number of shares outstanding during the period

Six months ended September 30, 2024		4,790,956,696 shares
Six months ended September 30, 2023		4,944,995,695 shares

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. Number of issued shares at the end of the period (including treasury stock), number of treasury stock at the end of the period and average number of shares outstanding during the period are calculated based on the assumption that the stock split had been implemented at the beginning of the previous fiscal year.

* This consolidated financial results are exempt from review conducted by certified public accountants or an audit firm.

* Proper use of earning forecasts, and other special matters

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.

Honda’s American Depositary Shares are listed and traded on the New York Stock Exchange. One American Depositary Share represents three common shares.

For supplemental materials prepared for consolidated financial results and other information, please refer to Honda’s Investor Relations website (URL https://global.honda/en/investors/).

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TABLE OF CONTENTS

Consolidated Financial Results for the Fiscal First Half Year Ended September 30, 2024

Condensed Consolidated Interim Financial Statements and Notes to Condensed Consolidated Interim Financial Statements			2
[1] Condensed Consolidated Statements of Financial Position			2
[2] Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income			3
Condensed Consolidated Statements of Income For the six months ended September 30, 2023 and 2024			3
Condensed Consolidated Statements of Comprehensive Income For the six months ended September 30, 2023 and 2024			4
[3] Condensed Consolidated Statements of Changes in Equity			5
[4] Condensed Consolidated Statements of Cash Flows			6
[5] Assumptions for Going Concern			7
[6] Notes to Condensed Consolidated Interim Financial Statements			7

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Condensed Consolidated Interim Financial Statements and Notes to Condensed Consolidated Interim Financial Statements

[1] Condensed Consolidated Statements of Financial Position

March 31, 2024 and September 30, 2024

		Yen (millions)
		Mar. 31, 2024			Sep. 30, 2024
Assets
Current assets:
Cash and cash equivalents			4,954,565				4,622,289
Trade receivables			1,240,090				973,934
Receivables from financial services			2,558,594				2,556,602
Other financial assets			229,583				345,217
Inventories			2,442,969				2,466,403
Other current assets			446,763				553,699
Total current assets			11,872,564				11,518,144
Non-current assets:
Investments accounted for using the equity method			1,206,968				1,193,010
Receivables from financial services			5,616,676				5,739,232
Other financial assets			968,142				926,554
Equipment on operating leases			5,202,768				5,201,844
Property, plant and equipment			3,234,413				3,058,780
Intangible assets			999,689				1,008,884
Deferred tax assets			170,856				139,278
Other non-current assets			502,074				488,153
Total non-current assets			17,901,586				17,755,735
Total assets			29,774,150				29,273,879
Liabilities and Equity
Current liabilities:
Trade payables			1,609,836				1,410,382
Financing liabilities			4,105,590				4,227,562
Accrued expenses			638,319				581,151
Other financial liabilities			340,858				275,816
Income taxes payable			157,410				72,307
Provisions			566,722				588,174
Other current liabilities			904,757				896,089
Total current liabilities			8,323,492				8,051,481
Non-current liabilities:
Financing liabilities			6,057,967				6,257,401
Other financial liabilities			316,919				302,457
Retirement benefit liabilities			284,844				286,368
Provisions			385,001				351,436
Deferred tax liabilities			855,067				795,448
Other non-current liabilities			544,988				556,732
Total non-current liabilities			8,444,786				8,549,842
Total liabilities			16,768,278				16,601,323
Equity:
Common stock			86,067				86,067
Capital surplus			205,073				205,222
Treasury stock			(550,808	)			(775,202	)
Retained earnings			10,644,213				10,968,984
Other components of equity			2,312,450				1,906,373
Equity attributable to owners of the parent			12,696,995				12,391,444
Non-controlling interests			308,877				281,112
Total equity			13,005,872				12,672,556
Total liabilities and equity			29,774,150				29,273,879

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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, 2023 and 2024

		Yen (millions)
		Six months ended Sep. 30, 2023			Six months ended Sep. 30, 2024
Sales revenue			9,609,392				10,797,613
Operating costs and expenses:
Cost of sales			(7,521,751	)			(8,451,364	)
Selling, general and administrative			(986,874	)			(1,125,099	)
Research and development			(404,194	)			(478,542	)
Total operating costs and expenses			(8,912,819	)			(10,055,005	)
Operating profit			696,573				742,608
Share of profit (loss) of investments accounted for using the equity method			66,724				(20,759	)
Finance income and finance costs:
Interest income			77,845				100,693
Interest expense			(19,895	)			(24,996	)
Other, net			58,038				(55,593	)
Total finance income and finance costs			115,988				20,104
Profit before income taxes			879,285				741,953
Income tax expense			(225,360	)			(215,106	)
Profit for the period			653,925				526,847
Profit for the period attributable to:
Owners of the parent			616,301				494,683
Non-controlling interests			37,624				32,164
		Yen
Earnings per share attributable to owners of the parent
Basic and diluted			124.63				103.25

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Condensed Consolidated Statements of Comprehensive Income

For the six months ended September 30, 2023 and 2024

		Yen (millions)
		Six months ended Sep. 30, 2023			Six months ended Sep. 30, 2024
Profit for the period			653,925				526,847
Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans			4				(1	)
Net changes in revaluation of financial assets measured at fair value through other comprehensive income			753				10,627
Share of other comprehensive income of investments accounted for using the equity method			5,280				(5,134	)
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			(429	)			650
Exchange differences on translating foreign operations			768,426				(409,590	)
Share of other comprehensive income of investments accounted for using the equity method			51,933				18,547
Total other comprehensive income, net of tax			825,967				(384,901	)
Comprehensive income for the period			1,479,892				141,946
Comprehensive income for the period attributable to:
Owners of the parent			1,424,586				107,112
Non-controlling interests			55,306				34,834

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[3] Condensed Consolidated Statements of Changes in Equity

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

For the six months ended September 30, 2024

		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, 2024			86,067				205,073				(550,808	)			10,644,213				2,312,450				12,696,995				308,877				13,005,872
Comprehensive income for the period
Profit for the period						494,683					494,683				32,164				526,847
Other comprehensive income, net of tax							(387,571	)			(387,571	)			2,670				(384,901	)
Total comprehensive income for the period						494,683				(387,571	)			107,112				34,834				141,946
Reclassification to retained earnings						18,506				(18,506	)			—					—
Transactions with owners and other
Dividends paid						(188,418	)				(188,418	)			(62,599	)			(251,017	)
Purchases of treasury stock					(224,716	)					(224,716	)				(224,716	)
Disposal of treasury stock					322						322					322
Share-based payment transactions				149							149					149
Total transactions with owners and other				149				(224,394	)			(188,418	)				(412,663	)			(62,599	)			(475,262	)
Balance as of September 30, 2024			86,067				205,222				(775,202	)			10,968,984				1,906,373				12,391,444				281,112				12,672,556

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[4] Condensed Consolidated Statements of Cash Flows

For the six months ended September 30, 2023 and 2024

		Yen (millions)
		Six months ended Sep. 30, 2023			Six months ended Sep. 30, 2024
Cash flows from operating activities:
Profit before income taxes			879,285				741,953
Depreciation, amortization and impairment losses excluding equipment on operating leases			373,775				366,806
Share of (profit) loss of investments accounted for using the equity method			(66,724	)			20,759
Finance income and finance costs, net			(92,349	)			(37,677	)
Interest income and interest costs from financial services, net			(75,284	)			(84,567	)
Changes in assets and liabilities
Trade receivables			24,114				245,994
Inventories			(905	)			(128,762	)
Trade payables			(69,898	)			(50,094	)
Accrued expenses			(16,454	)			(45,638	)
Provisions and retirement benefit liabilities			65,507				46,916
Receivables from financial services			(728,165	)			(578,916	)
Equipment on operating leases			95,596				(260,142	)
Other assets and liabilities			6,255				(82,529	)
Other, net			(44,023	)			12,942
Dividends received			126,630				81,233
Interest received			255,998				362,299
Interest paid			(110,717	)			(213,162	)
Income taxes paid, net of refunds			(242,689	)			(328,724	)
Net cash provided by operating activities			379,952				68,691
Cash flows from investing activities:
Payments for additions to property, plant and equipment			(141,404	)			(222,043	)
Payments for additions to and internally developed intangible assets			(97,504	)			(142,576	)
Proceeds from sales of property, plant and equipment and intangible assets			4,239				2,058
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			(38,734	)			(60,047	)
Proceeds from sales of investments accounted for using the equity method			—				8,858
Payments for acquisitions of other financial assets			(118,990	)			(249,330	)
Proceeds from sales and redemptions of other financial assets			106,207				143,974
Net cash used in investing activities			(289,126	)			(519,106	)
Cash flows from financing activities:
Proceeds from short-term financing liabilities			6,065,976				4,282,239
Repayments of short-term financing liabilities			(5,805,967	)			(4,188,493	)
Proceeds from long-term financing liabilities			1,498,319				1,840,856
Repayments of long-term financing liabilities			(1,185,750	)			(1,120,027	)
Dividends paid to owners of the parent			(99,915	)			(188,418	)
Dividends paid to non-controlling interests			(45,228	)			(46,947	)
Purchases and sales of treasury stock, net			(144,615	)			(224,394	)
Repayments of lease liabilities			(39,773	)			(37,215	)
Net cash provided by financing activities			243,047				317,601
Effect of exchange rate changes on cash and cash equivalents			303,626				(199,462	)
Net change in cash and cash equivalents			637,499				(332,276	)
Cash and cash equivalents at beginning of year			3,803,014				4,954,565
Cash and cash equivalents at end of period			4,440,513				4,622,289

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[5] Assumptions for Going Concern

None

[6] Notes to Condensed Consolidated Interim 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

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Segment information based on products and services

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

As of and for the six months ended September 30, 2024

		Yen (millions)
		Motorcycle Business			Automobile Business			Financial Services Business			Power Products and Other Businesses			Segment Total			Reconciling Items			Consolidated
Sales revenue:
External customers			1,810,786				6,987,551				1,811,879				187,397				10,797,613				—				10,797,613
Intersegment			—				142,974				2,639				15,846				161,459				(161,459	)			—
Total			1,810,786				7,130,525				1,814,518				203,243				10,959,072				(161,459	)			10,797,613
Segment profit (loss)			325,852				258,037				162,707				(3,988	)			742,608				—				742,608
Segment assets			2,027,742				11,357,893				14,236,061				540,716				28,162,412				1,111,467				29,273,879
Depreciation and amortization			35,855				319,282				431,182				8,030				794,349				—				794,349
Capital expenditures			28,702				295,368				1,571,614				5,161				1,900,845				—				1,900,845

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, 2023 and 2024 amounted to JPY 1,605,913 million and JPY 1,399,039 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

Acquisition of the Company’s Own Shares

The Board of Directors of the Company, at its meeting held on November 6, 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.

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 70,000,000 shares (1.5 % 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 7, 2024 and ending on October 31, 2025

(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

[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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Table of Contents

[Translation]

November 6, 2024

To:	Shareholders of Honda Motor Co., Ltd.

From:

Honda Motor Co., Ltd.

1-1, Minami-Aoyama 2-chome,

Minato-ku, Tokyo, 107-8556

Toshihiro Mibe

Director, President and Representative Executive Officer

Notice Concerning Acquisition 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 6, 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.

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 70,000,000 shares (1.5 % 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 7, 2024 and ending on October 31, 2025

(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

Reference:		The Company’s treasury stock held as of September 30, 2024
	Total number of issued shares (excluding treasury stock):			4,682,564,269 shares
	Total number of treasury stock:			597,435,731 shares