Edgar Filing: HONDA MOTOR CO LTD

FORM 6-K

No.1-7628

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF MAY 2016

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 x Form 40-F ¨

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

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

Contents

Exhibit 1:

PRACHINBURI, Thailand (12 May, 2016) - Honda Automobile (Thailand) Co., Ltd. (HATC) held the opening ceremony for its new plant located at Rojana Industrial Park in Prachinburi province. The all-new plant, equipped with Honda’s highly-efficient and environmentally-responsible production technologies, will serve to enhance Honda’s capability to deliver quality products for customers in Thailand and worldwide. The plant also will help strengthen the company’s role as one of Honda’s important automobile production hubs.

Exhibit 2:

On May 13, 2016, Honda Motor Co., Ltd. (the “Company”) announced its consolidated financial results for the fiscal fourth quarter and the fiscal year ended March 31, 2016.

Exhibit 3:

On May 13, 2016, the Company announced the financial impact of product warranty (quality related) expenses for the Company and its consolidated subsidiaries related to an agreement reached between the U.S. National Highway Traffic Safety Administration (“NHTSA”) and our supplier on May 4, 2016.

Exhibit 4:

On May 13, 2016, the Company announced differences that arose between its consolidated forecast (announced on January 29, 2016) as well as its unconsolidated forecast (announced on November 4, 2015) and the Company’s actual financial results for the fiscal year ended March 31, 2016.

Exhibit 5:

The Board of Directors of the Company, at its meeting held on May 17, 2016, resolved to convene the Company’s 92nd ordinary general meeting of shareholders as indicated.

Exhibit 6:

The English translation of Report of Independent Directors/Auditors of the Company.

Exhibit 7:

Notice of Convocation of the 92nd Ordinary General Meeting of Shareholders of the Company has been uploaded on May 27, 2016 to the Company’s website shown below.

http://world.honda.com/investors/stock_bond/meeting/

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/ Shinji Suzuki

Shinji Suzuki

General Manager

Finance Division

Honda Motor Co., Ltd.

Date: June 1, 2016

Honda Holds Opening Ceremony for New Prachinburi Plant

Highly-efficient Environmentally-responsible New Auto Plant

PRACHINBURI, Thailand (12 May, 2016) - Honda Automobile (Thailand) Co., Ltd. (HATC) held the opening ceremony for its new plant located at Rojana Industrial Park in Prachinburi province. The all-new plant, equipped with Honda’s highly-efficient and environmentally-responsible production technologies, will serve to enhance Honda’s capability to deliver quality products for customers in Thailand and worldwide. The plant also will help strengthen the company’s role as one of Honda’s important automobile production hubs.


<Profile of Prachinburi Plant, Honda Automobile (Thailand) Co., Ltd.>
Location:		Rojana Industrial Park, Prachinburi province, Thailand
Area size:		134 rai (approximately 214,000 m2)
Investment:		17.15 billion Thai Bahts
Production capacity:		120,000 units per year
Number of associates:		Approximately 1,400 (as of May 12, 2016)

For details, please refer to the website of Honda Motor Co., Ltd.

http://world.honda.com/news/2016/c160512eng.html

[English Summary]

May 13, 2016

HONDA MOTOR CO., LTD. REPORTS

CONSOLIDATED FINANCIAL RESULTS

FOR THE FISCAL FOURTH QUARTER AND

THE FISCAL YEAR ENDED MARCH 31, 2016

Tokyo, May 13, 2016 — Honda Motor Co., Ltd. today announced its consolidated financial results for the fiscal fourth quarter and the fiscal year ended March 31, 2016.

Fourth Quarter Results

Honda’s consolidated loss for the period attributable to owners of the parent for the fiscal fourth quarter ended March 31, 2016 totaled JPY 93.4 billion (USD 829 million), a decrease of JPY 175.3 billion (USD 1,556 million) from the same period last year. Loss per share attributable to owners of the parent for the quarter amounted to JPY 51.85 (USD 0.46), a decrease of JPY 97.3 (USD 0.86) from earnings per share attributable to owners of the parent for the quarter amounted to JPY 45.45 for the corresponding period last year. One Honda American Depository Share represents one common share.

Consolidated sales revenue for the quarter amounted to JPY 3,657.8 billion (USD 32,463 million), an increase of 4.8% from the same period last year, due primarily to increased revenue in automobile and financial services business operations, despite decreased revenue from unfavorable foreign currency translation effects.

Consolidated operating loss for the quarter amounted to JPY 63.8 billion (USD 566 million), a decrease of JPY 149.9 billion (USD 1,331 million) from the same period last year, due primarily to increased SG&A expenses, including quality related expenses and unfavorable foreign currency effects, despite an increase in profit attributable to increased sales revenue and model mix, as well as continuing cost reduction efforts.

Share of profit of investments accounted for using the equity method for the quarter amounted to JPY 8.3 billion (USD 74 million) for the quarter, a decrease of 53.3% from the corresponding period last year.

Consolidated loss before income taxes for the quarter totaled JPY 58.7 billion (USD 521 million), a decrease of JPY 166.3 billion (USD 1,476 million) from the corresponding period last year.

Business Segment

Motorcycle Business

For the three months ended March 31, 2015 and 2016


	Unit (Thousands)
	Honda Group Unit Sales								Consolidated Unit Sales
	Three months ended Mar. 31, 2015		Three months ended Mar. 31, 2016		Change		%		Three months ended Mar. 31, 2015		Three months ended Mar. 31, 2016		Change		%
Motorcycle business		4,307		4,173		-134		-3.1		2,777		2,633		-144		-5.2
Japan		52		42		-10		-19.2		52		42		-10		-19.2
North America		85		89		4		4.7		85		89		4		4.7
Europe		52		57		5		9.6		52		57		5		9.6
Asia		3,732		3,743		11		0.3		2,202		2,203		1		0.0
Other Regions		386		242		-144		-37.3		386		242		-144		-37.3


Note: Honda Group Unit Sales is the total unit sales of completed products of Honda, its consolidated subsidiaries and its affiliates and joint ventures accounted for using the equity method. Consolidated Unit Sales is the total unit sales of completed products corresponding to consolidated sales revenue to external customers, which consists of unit sales of completed products of Honda and its consolidated subsidiaries.

With respect to Honda’s sales for the fiscal fourth quarter by business segment, in motorcycle business operations, sales revenue from sales to external customers decreased by 15.0%, to JPY 437.2 billion (USD 3,880 million) from the same period last year due mainly to decreased in consolidated unit sales, as well as unfavorable foreign currency translation effects. Operating profit totaled JPY 27.6 billion (USD 245 million), a decrease of 48.2% from the same period last year, due primarily to decrease in sales volume and model mix as well as unfavorable foreign currency effects, despite continuing cost reduction efforts.

Automobile Business

For the three months ended March 31, 2015 and 2016

	Unit (Thousands)
	Honda Group Unit Sales								Consolidated Unit Sales
	Three months ended Mar. 31, 2015		Three months ended Mar. 31, 2016		Change		%		Three months ended Mar. 31, 2015		Three months ended Mar. 31, 2016		Change		%
Automobile business		1,069		1,229		160		15.0		881		980		99		11.2
Japan		221		202		-19		-8.6		198		184		-14		-7.1
North America		393		493		100		25.4		393		493		100		25.4
Europe		43		55		12		27.9		43		55		12		27.9
Asia		344		420		76		22.1		179		189		10		5.6
Other Regions		68		59		-9		-13.2		68		59		-9		-13.2

Note: Honda Group Unit Sales is the total unit sales of completed products of Honda, its consolidated subsidiaries and its affiliates and joint ventures accounted for using the equity method. Consolidated Unit Sales is the total unit sales of completed products corresponding to consolidated sales revenue to external customers, which consists of unit sales of completed products of Honda and its consolidated subsidiaries. Certain sales of automobiles that are financed with residual value type auto loans by our Japanese finance subsidiaries and sold through our consolidated subsidiaries are accounted for as operating leases in conformity with IFRS and are not included in consolidated sales revenue to the external customers in our Automobile business. Accordingly, they are not included in Consolidated Unit Sales, but are included in Honda Group Unit Sales of our Automobile business.

In automobile business operations, sales revenue from sales to external customers increased by 10.0%, to JPY 2,675.3 billion (USD 23,743 million) from the same period last year due mainly to increased consolidated unit sales, despite decreased revenue from unfavorable foreign currency translation effects. Honda reported an operating loss of JPY 114.7 billion (USD 1,018 million), a decline of JPY 96.6 billion from the same period last year, due primarily to increased SG&A expenses, including quality related expenses and unfavorable foreign currency effects, despite an increase in sales volume and model mix, as well as continuing cost reduction efforts.

Financial Services Business

Sales revenue from customers in the financial services business operations increased by 1.0%, to JPY 455.3 billion (USD 4,041 million) from the same period last year, due mainly to an increase in revenue from operating leases, despite decreased revenue from unfavorable foreign currency translation effects. Operating profit decreased by 19.6% to JPY 43.5 billion (USD 387 million) from the same period last year due mainly to increased SG&A expenses, as well as unfavorable foreign currency effects.

Power Product and Other Businesses

For the three months ended March 31, 2015 and 2016


	Unit (Thousands)
	Honda Group Unit Sales/ Consolidated Unit Sales
	Three months ended Mar. 31, 2015		Three months ended Mar. 31, 2016		Change		%
	Three months ended Mar. 31, 2015		Three months ended Mar. 31, 2016		Change		%
Power product business		2,022		1,955		-67		-3.3
Japan		102		101		-1		-1.0
North America		1,009		1,006		-3		-0.3
Europe		462		413		-49		-10.6
Asia		319		319		0		0.0
Other Regions		130		116		-14		-10.8


Note1:		Honda Group Unit Sales is the total unit sales of completed products of Honda, its consolidated subsidiaries and its affiliates and joint ventures accounted for using the equity method. Consolidated Unit Sales is the total unit sales of completed products corresponding to consolidated sales revenue to external customers, which consists of unit sales of completed products of Honda and its consolidated subsidiaries. In power product business, there is no discrepancy between Honda Group Unit Sales and Consolidated Unit Sales for the three months ended March 31, 2015 and 2016, since no affiliates and joint ventures accounted for using the equity method were involved in the sale of Honda power products.

Note2:		Aircrafts and aircraft engines which began deliveries in December 2015 are included in the power products and other businesses segment.

Sales revenue from sales to external customers in power product and other businesses decreased by 4.3%, to JPY 89.9 billion (USD 798 million) from the same period last year, due mainly to a decreased revenue from unfavorable foreign currency translation effects. Honda reported an operating loss of JPY 20.2 billion (USD 180 million), a decline of JPY 16.8 billion (USD 150 million) from the same period last year, due mainly to an increase in operating costs and expenses in other businesses.

Geographical Information

With respect to Honda’s sales for the fiscal fourth quarter by geographic segment, in Japan, sales revenue from domestic and export sales amounted to JPY 997.2 billion (USD 8,850 million), a decrease of 1.7% from the same period last year due mainly to decreased revenue in automobile and financial services business operations. Honda reported an operating loss of JPY 180.4 billion (USD 1,602 million), a decrease of JPY 189.0 billion (USD 1,678 million) from the same period last year, due mainly to an increase in SG&A expenses, including quality related expenses, as well as decreased in profit attributable to decreased sales revenue and model mix, despite continuing cost reduction efforts.

In North America, sales revenue increased by 14.0%, to JPY 2,102.6 billion (USD 18,660 million) from the same period last year due mainly to increased revenue in automobile and financial services business operations, despite decreased revenue from unfavorable foreign currency translation effects. Operating profit totaled JPY 26.4 billion (USD 235 million), an increase of JPY 34.1 billion (USD 303 million) from the same period last year due mainly to an increase in profit attributable to increased sales revenue and model mix, despite increased SG&A expenses, including quality related expenses, as well as unfavorable foreign currency effects.

In Europe, sales revenue increased by 27.2%, to JPY 229.7 billion (USD 2,039 million) from the same period last year due mainly to increased revenue in automobile and motorcycle business operations, despite decreased revenue from unfavorable foreign currency translation effects. Operating profit totaled JPY 21.8 billion (USD 194 million), an increase of JPY 38.0 billion (USD 337 million) from the same period last year due mainly to an increase in profit attributable to increased sales revenue and model mix.

In Asia, sales revenue decreased by 8.2%, to JPY 841.1 billion (USD 7,465 million) from the same period last year mainly due to decreased revenue from unfavorable foreign currency translation effects, despite increased revenue in automobile business operations. Operating profit decreased by 8.3%, to JPY 65.7 billion (USD 583 million) from the same period last year due mainly to increased in SG&A expenses as well as unfavorable foreign currency effects, despite continuing cost reduction efforts and an increase in profit attributable to increased sales revenue and model mix.

In Other regions, which includes South America, the Middle/Near East, Africa and Oceania, sales revenue decreased by 28.9%, to JPY 163.4 billion (USD 1,451 million) from the same period last year mainly due to decreased revenue in motorcycle business operations as well as unfavorable foreign currency translation effects, despite increased revenue in automobile business operations. Honda reported an operating loss of JPY 19.7 billion (USD 175 million), a decrease of JPY 27.5 billion (USD 244 million) from the same period last year mainly due to an increase in SG&A expenses and decreased profit attributable to decreased sales revenue and model mix, as well as unfavorable foreign currency effects, despite continuing cost reduction efforts.

Explanatory note:

United States dollar amounts have been translated from yen solely for the convenience of the reader at the rate of JPY 112.68=USD 1, the mean of the telegraphic transfer selling exchange rate and the telegraphic transfer buying exchange rate prevailing on the Tokyo foreign exchange market on March 31, 2016.

Fiscal Year Results

Honda’s consolidated profit for the period attributable to owners of the parent for the fiscal year ended March 31, 2016 totaled JPY 344.5 billion, a decrease of 32.4% from the previous fiscal year. Earnings per share attributable to owners of the parent for the year amounted to JPY 191.16, a decrease of JPY 91.5 from JPY 282.66 for the previous fiscal year.

Consolidated sales revenue for the year amounted to JPY 14,601.1 billion, an increase of 9.6% from the previous fiscal year, due primarily to increased revenue in automobile and financial services business operations, despite decreased revenue from unfavorable foreign currency translation effects.

Consolidated operating profit for the year amounted to JPY 503.3 billion, a decrease of 24.9% from the previous fiscal year, due primarily to increased in SG&A expenses, including quality related expenses as well as unfavorable foreign currency translation effects, despite an increase in profit attributable to increased sales revenue and model mix, as well as continuing cost reduction efforts.

Share of profit of investments accounted for using the equity method for the year amounted to JPY 126.0 billion, an increase of 31.1% from the previous fiscal year.

Consolidated profit before income taxes for the year totaled JPY 635.4 billion, a decrease of 21.2% from the previous fiscal year.

Honda has been conducting market-based measures in relation to airbag inflators mainly in North America and Japan. This is related to the problem where the internal pressure of the inflator rises abnormally at the time of airbag deployment on the driver’s side and passenger’s side, causing damage to the container and spraying metal fragments inside of the cars. We have been continuing to focus on the satisfaction and safety of our customers and make every effort to replace those airbag inflators affected by market-based measures as quickly as possible.

Provisions made for the above warranty programs issued are JPY 436.0 billion during the fiscal year ended March 31, 2016. This is include the financial impact from the amendment of the Consent Order issued by the U.S. National Highway Traffic Safety Administration (“NHTSA”) in November 2015, which is based on an agreement with our supplier in May 2016.

Business Segment

Motorcycle Business

For the years ended March 31, 2015 and 2016


	Unit (Thousands)
	Honda Group Unit Sales								Consolidated Unit Sales
	Year ended Mar. 31, 2015		Year ended Mar. 31, 2016		Change		%		Year ended Mar. 31, 2015		Year ended Mar. 31, 2016		Change		%
Motorcycle business		17,592		17,055		-537		-3.1		10,725		10,572		-153		-1.4
Japan		199		180		-19		-9.5		199		180		-19		-9.5
North America		286		308		22		7.7		286		308		22		7.7
Europe		191		204		13		6.8		191		204		13		6.8
Asia		15,345		15,133		-212		-1.4		8,478		8,650		172		2.0
Other Regions		1,571		1,230		-341		-21.7		1,571		1,230		-341		-21.7


Note: Honda Group Unit Sales is the total unit sales of completed products of Honda, its consolidated subsidiaries and its affiliates and joint ventures accounted for using the equity method. Consolidated Unit Sales is the total unit sales of completed products corresponding to consolidated sales revenue to external customers, which consists of unit sales of completed products of Honda and its consolidated subsidiaries.

With respect to Honda’s sales for the fiscal year by business segment, in motorcycle business operations, sales revenue from sales to external customers decreased by 2.2%, to JPY 1,805.4 billion from the previous fiscal year, due mainly to decreased revenue from unfavorable foreign currency translation effects. Operating profit totaled JPY 181.7 billion, a decrease of 5.4% from the previous fiscal year, due primarily to unfavorable foreign currency effects, despite continuing cost reduction efforts.

Automobile Business

For the years ended March 31, 2015 and 2016

	Unit (Thousands)
	Honda Group Unit Sales								Consolidated Unit Sales
	Year ended Mar. 31, 2015		Year ended Mar. 31, 2016		Change		%		Year ended Mar. 31, 2015		Year ended Mar. 31, 2016		Change		%
Automobile business		4,367		4,743		376		8.6		3,513		3,636		123		3.5
Japan		761		668		-93		-12.2		696		614		-82		-11.8
North America		1,750		1,929		179		10.2		1,750		1,929		179		10.2
Europe		161		172		11		6.8		161		172		11		6.8
Asia		1,426		1,723		297		20.8		637		670		33		5.2
Other Regions		269		251		-18		-6.7		269		251		-18		-6.7

In automobile business operations, sales revenue from sales to external customers increased by 10.6%, to JPY 10,625.4 billion from the previous fiscal year due mainly to an increase in consolidated unit sales, despite decreased revenue from unfavorable foreign currency translation effects. Operating profit totaled JPY 153.3 billion, a decrease of 45.2% from the previous fiscal year, due primarily to an increase in SG&A expenses, including quality related expenses and unfavorable foreign currency effects, despite increased in sales volume and model mix as well as continuing cost reduction efforts.

Financial Services Business

Sales revenue from customers in the financial services business operations increased by 18.0%, to JPY 1,835.6 billion from the previous fiscal year due mainly to an increase in revenue from operating leases and sales of returned lease vehicles, despite decreased revenue from unfavorable foreign currency translation effects. Operating profit decreased by 1.6% to JPY 199.3 billion from the previous fiscal year due mainly to increased SG&A expenses.

Power Product and Other Businesses

For the years ended March 31, 2015 and 2016


	Unit (Thousands)
	Honda Group Unit Sales/ Consolidated Unit Sales
	Year ended Mar. 31, 2015		Year ended Mar. 31, 2016		Change		%
Power product business		5,983		5,965		-18		-0.3
Japan		338		363		25		7.4
North America		2,705		2,811		106		3.9
Europe		1,091		1,008		-83		-7.6
Asia		1,382		1,349		-33		-2.4
Other Regions		467		434		-33		-7.1


Note1:		Honda Group Unit Sales is the total unit sales of completed products of Honda, its consolidated subsidiaries and its affiliates and joint ventures accounted for using the equity method. Consolidated Unit Sales is the total unit sales of completed products corresponding to consolidated sales revenue to external customers, which consists of unit sales of completed products of Honda and its consolidated subsidiaries. In power product business, there is no discrepancy between Honda Group Unit Sales and Consolidated Unit Sales for the year ended March 31, 2015 and 2016, since no affiliates and joint ventures accounted for using the equity method were involved in the sale of Honda power products.

Note2:		Aircrafts and aircraft engines which began deliveries in December 2015 are included in the power products and other businesses segment.

Sales revenue from sales to external customers in power product and other businesses increased 3.8%, to JPY 334.7 billion from the previous fiscal year, due mainly to increased sales revenue in other businesses, despite decreased revenue from unfavorable foreign currency translation effects. Honda reported an operating loss of JPY 31.1 billion, a decline of JPY 27.2 billion from the previous fiscal year, due mainly to an increase in operating costs and expenses in other businesses.

Geographical Information

With respect to Honda’s sales for the fiscal year by geographic segment, in Japan, sales revenue from domestic and export sales amounted to JPY 3,928.5 billion basically unchanged from the previous fiscal year, due mainly to increased revenue in financial services business operations, despite decreased revenue in automobile business operations. Honda reported an operating loss of JPY 98.7 billion, a decrease of JPY 308.8 billion from the previous fiscal year, due mainly to an increase in SG&A expenses, including quality related expenses, as well as decreased profit attributable to decreased sales revenue and model mix, despite favorable foreign currency effects.

In North America, sales revenue increased by 18.6%, to JPY 8,537.0 billion from the previous fiscal year due mainly to increased revenue in automobile and financial services business operations, despite unfavorable foreign currency translation effects. Operating profit totaled JPY 210.8 billion, an increase of 16.2% from the previous fiscal year due mainly to an increase in profit attributable to increased sales revenue and model mix, despite increased SG&A expenses, including quality related expenses, as well as unfavorable foreign currency effects.

In Europe, sales revenue increased by 7.2%, to JPY 776.0 billion from the previous fiscal year due mainly to increased revenue in automobile business operations, despite decreased revenue from unfavorable foreign currency translation effects. Operating profit totaled JPY 18.7 billion, an increase of JPY 41.3 billion from the previous fiscal year due mainly to increase in sales volume profit attributable to increased sales revenue and model mix, despite an increased SG&A expenses as well as unfavorable foreign currency effects.

In Asia, sales revenue increased by 6.2%, to JPY 3,535.3 billion from the previous fiscal year mainly due to increased revenue in automobile and motorcycle business operations, despite decreased revenue from unfavorable foreign currency translation effects. Operating profit increased by 20.3%, to JPY 335.5 billion from the previous fiscal year due mainly to continuing cost reduction efforts, an increase in profit attributable to increased sales revenue and model mix, and favorable foreign currency effects, despite increased SG&A expenses.

In Other regions, which includes South America, the Middle/Near East, Africa and Oceania, sales revenue decreased by 14.9%, to JPY 808.6 billion from the previous fiscal year mainly due to decreased revenue in motorcycle business operations as well as unfavorable foreign currency translation effects, despite increased revenue in automobile business operations. Honda reported an operating loss of JPY 8.3 billion, a decrease of JPY 48.4 billion from the previous fiscal year mainly due to increased SG&A expenses as well as unfavorable foreign currency effects, despite continuing cost reduction efforts.

Forecasts for the Fiscal Year Ending March 31, 2017

In regard to the forecasts of the financial results for the fiscal year ending March 31, 2017, Honda projects consolidated results to be as shown below:

Fiscal year ending March 31, 2017


	Yen (billions)		Changes from FY2016
Sales revenue		13,750.0		-5.8	%
Operating profit		600.0		+19.2	%
Profit before income taxes		705.0		+10.9	%
Profit for the year attributable to owners of the parent		390.0		+13.2	%

	Yen
Earnings per share attributable to owners of the parent		216.39
Basic and diluted

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 105 for the full year ending March 31, 2017.

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, 2017 from the previous year are as follows.


	Yen (billions)
Revenue, model mix, etc.		+49.6
Cost reduction, the effect of raw material cost fluctuations, etc.		+113.0
SG&A expenses		+291.0
R&D expenses		-54.0
Currency effect		-303.0

Operating profit compared with fiscal year 2016		+96.6

Share of profit of investments accounted for using the equity method		+3.9
Finance income and finance costs		-31.0

Profit before income taxes compared with fiscal year 2016		+69.5

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.

Consolidated Statements of Financial Position for the Fiscal Year Ended March 31, 2016

Total assets decreased by JPY 196.5 billion, to JPY 18,229.2 billion from March 31, 2015, mainly due to a decrease in Receivables from financial services as well as foreign currency translation effects, despite an increase in Cash and cash equivalents and Equipment on operating lease. Total liabilities increased by JPY 154.4 billion, to JPY 11,197.5 billion from March 31, 2015, mainly due to increased Provisions, despite foreign currency translation effects. Total equity decreased by JPY 351.0 billion, to JPY 7,031.7 billion from March 31, 2015 due mainly to foreign currency translation effects, despite increased in Retained earnings.

Consolidated Statements of Cash Flow for the Fiscal Year Ended March 31, 2016

Consolidated cash and cash equivalents on March 31, 2016 increased by JPY 285.7 billion from March 31, 2015, to JPY 1,757.4 billion. The reasons for the increases or decreases for each cash flow activity, when compared with the previous fiscal year, are as follows:

Cash flow from operating activities

Net cash provided by operating activities amounted to JPY 1,390.9 billion for the fiscal year ended March 31, 2016. Cash inflows from operating activities increased by JPY 370.5 billion compared with the previous fiscal year due mainly to an increase in cash received from customers, despite increased payments for parts and raw materials.

Cash flow from investing activities

Net cash used in investing activities amounted to JPY 875.0 billion. Cash outflows from investing activities increased by JPY 34.5 billion compared with the previous fiscal year, due mainly to an increase in acquisition of financial asset.

Cash flow from financing activities

Net cash used in financing activities amounted to JPY 95.2 billion. Cash outflows from financing activities increased by JPY 107.7 billion compared with the previous fiscal year, due mainly to a decrease in proceeds of financing liabilities.

Supplemental information for cash flows


	FY2015 Year-end		FY2016 Year-end
Equity attributable to owners of the parent ratio (%)		38.6		37.1
Equity attributable to owners of the parent ratio on a market price basis (%)		38.2		30.5
Repayment period (years)		6.6		4.7
Interest coverage ratio		12.4		16.1

-	Equity attributable to owners of the parent ratio: Equity attributable to owners of the parent / total assets

-	Equity attributable to owners of the parent ratio on a market price basis: issued common stock stated at market price / total assets

-	Repayment period: interest bearing debt / cash flows from operating activities

-	Interest coverage ratio: (cash flows from operating activities + interest paid) / interest paid

Explanatory notes:

1.	All figures are calculated based on the information included in the consolidated financial statements.

2.	The issued common stock stated at market price is calculated based on issued shares of Honda’s common stock minus treasury stock.

3.	Cash flows from operating activities are obtained from the consolidated statement of cash flows.

4.	Interest bearing debt represents Honda’s outstanding debts with interest payments, which are included on the consolidated statements of financial position.

Profit Redistribution Policy and Dividend per Share of Common Stock for the fiscal years 2016 and 2017

The Company strives to carry out its operations worldwide from a global perspective and to increase its corporate value. With respect to the redistribution of profits to its shareholders, which we consider to be one of the most important management issues, the Company’s basic policy for dividends is to make distributions after taking into account its long-term consolidated earnings performance.

The Company may also acquire its own shares at a timing that it deems optimal, with the goal of improving efficiency of the Company’s capital structure and implementing a flexible capital policy. The present goal is to maintain a shareholders return ratio (i.e. the ratio of the total of the dividend payment and the repurchase of the Company’s own shares to consolidated profit for the year attributable to owners of the parent) of approximately 30%. Retained earnings will be allocated toward financing R&D activities that are essential for the future growth of the Company and capital expenditures and investment programs that will expand its operations for the purpose of improving business results and strengthening the Company’s financial condition.

The Company plans to distribute year-end cash dividends of JPY 22 per share for the year ended March 31, 2016. As a result, total cash dividends for the year ended March 31, 2016, together with the first quarter cash dividends of JPY 22, the second quarter cash dividends of JPY 22 and the third quarter cash dividends of JPY 22, are planned to be JPY 88 per share.

Also, please note that the year-end cash dividends for the year ended March 31, 2016 is a matter to be resolved at the ordinary general meeting of shareholders.

The Company expects to distribute quarterly cash dividends of JPY 22 per share for each quarter for the year ending March 31, 2017. As a result, total cash dividends for the year ending March 31, 2017 are expected to be JPY 88 per share.

Management Policy

Honda’s business activities are based on fundamental corporate philosophies known as “Respect for the Individual” and “The Three Joys.” “Respect for the Individual” defines Honda’s relationship with its associates, business partners and society. It is based on sharing a commitment to initiative, equality and mutual trust among people. It is Honda’s belief that everyone who comes into contact with Honda’s activities will gain a sense of satisfaction through the experience of buying, selling or creating Honda’s products and services. This philosophy is expressed as “The Three Joys.” With these corporate philosophies as the foundation, Honda’s business is guided by the following Company Principle:

“Maintaining a global viewpoint, we are dedicated to supplying products of the highest quality at a reasonable price for worldwide customer satisfaction.” Honda actively works to share a sense of satisfaction with all of its customers as well as its shareholders, and to continue improving its corporate value.

Medium- and Long-term Management Strategy and Management Target: Preparing for the Future

Honda aims to achieve global growth by further encouraging and strengthening innovation as well as creating quality products that please the customers and exceed their expectations. Honda will focus all its energies on the tasks set out below as it pursues the vision toward 2020 of “providing good products to customers with speed, affordability and low CO2 emissions”.

1.	Product Quality

Honda will strive to improve its product quality by verification within each development, purchasing, production, sales and service department, along with integrated verification through coordination among those departments.

2.	Research and Development

Honda will continue to be innovative in advanced technology and products, aiming to create and introduce new value-added products to quickly respond to specific needs in various markets around the world, in addition to its efforts to develop the most effective safety and environmental technologies, which includes the spread of electric-powered motor technology. Honda will also continue its efforts to conduct research on experimental technologies for the future.

3.	Production Efficiency

Honda will strengthen its production systems at its global production bases and supply high-quality products flexibly and efficiently, with the aim of meeting the needs of its customers in each region. In addition, Honda will work to reduce the environmental burden of its production bases while establishing production technologies to promote the global spread of electric-powered motor technology. Honda will work at improving its global supply chain by devising more effective business continuity plans in order to respond to various risks including but not limited to natural disasters.

4.	Sales Efficiency

Honda will remain proactive in its efforts to expand product lines and the innovative use of IT to show its continued commitment to different customers throughout the world by upgrading its sales and service structure.

5.	Safety Technologies

Honda is working to develop safety technologies that enhance accident prediction and prevention, technologies to help reduce the risk of injuries to passengers and pedestrians from car accidents and technologies that enhance compatibility between large and small vehicles, as well as expand its lineup of products incorporating such technologies. In addition, Honda will promote research and development to commercialize automated driving. Honda will reinforce and continue to advance its contribution to traffic safety in Japan and motorized societies abroad. Honda also intends to remain active in a variety of traffic safety programs, including advanced driving and motorcycling training programs provided by local dealerships.

6.	The Environment

Honda will step up its efforts to create better, cleaner and more fuel-efficient engine technologies and to further improve recyclables throughout its product lines as well as further promote the development of fuel cells.

With the long-term goal of reducing total CO2 emissions by 50% compared to year 2000 levels by 2050, Honda has set an interim target to reduce CO2 emissions from its global products by 30% by 2020. Honda will strengthen its efforts to realize reductions in CO2 emissions through its entire corporate activities including its supply chain. Furthermore, Honda will strengthen its efforts in advancing technologies in the area of total energy management, to reduce CO2 emissions related to mobility and people’s everyday lives.

7.	Continuing to Enhance Honda’s Social Reputation and Communication with the Community

In addition to continuing to provide products incorporating Honda’s advanced safety and environmental technologies, Honda will continue striving to enhance its social reputation by, among other things, strengthening its corporate governance, compliance and risk management as well as participating in community activities and making philanthropic contributions.

Through these company-wide activities, Honda will strive to be a company that its shareholders, investors, customers and society want it to exist.

Basic Rationale for Selection of Accounting Standards

The Company adopted IFRS for the Company’s consolidated financial statements from the year ended March 31, 2015 which have been included in the annual securities report (to be submitted to the Financial Services Agency of Japan) and Form 20-F (to be submitted to the U.S. Securities and Exchange Commission), aiming at improving comparability of financial information across international capital markets as well as standardization of financial information and enhancing efficiency of financial reporting of the Company and its consolidated subsidiaries.

Consolidated Financial Summary

For the three months and the years ended March 31, 2015 and 2016

Financial Highlights

Yen (millions)

Three months
ended
Mar. 31, 2015

Three months
ended
Mar. 31, 2016

Year ended
Mar. 31, 2015

Year ended
Mar. 31, 2016

Sales revenue

3,491,515

3,657,889

13,328,099

14,601,151

Operating profit (loss)

86,098

(63,831

)

670,603

503,376

Profit (loss) before income taxes

107,659

(58,706

)

806,237

635,450

Profit (loss) for the period attributable to owners of the parent

81,905

(93,444

)

509,435

344,531

Yen

Earnings (loss) per share attributable to owners of the parent

Basic and diluted

45.45

(51.85

)

282.66

191.16

U.S. Dollar (millions)

Three months
ended
Mar. 31, 2016

Year ended
Mar. 31, 2016

Sales revenue

32,463

129,581

Operating profit (loss)

(566

)

4,467

Profit (loss) before income taxes

(521

)

5,639

Profit (loss) for the period attributable to owners of the parent

(829

)

3,058

U.S. Dollar

Earnings (loss) per share attributable to owners of the parent

Basic and diluted

(0.46

)

1.70

[1] Consolidated Statements of Financial Position


	Yen (millions)
	Mar. 31, 2015			Mar. 31, 2016
Assets
Current assets:
Cash and cash equivalents		1,471,730			1,757,456
Trade receivables		820,681			826,714
Receivables from financial services		2,098,951			1,926,014
Other financial assets		92,708			103,035
Inventories		1,498,312			1,313,292
Other current assets		313,758			315,115

Total current assets		6,296,140			6,241,626

Non-current assets:
Investments accounted for using the equity method		614,975			593,002
Receivables from financial services		3,584,654			3,082,054
Other financial assets		350,579			335,203
Equipment on operating leases		3,335,367			3,678,111
Property, plant and equipment		3,189,511			3,139,564
Intangible assets		759,535			824,939
Deferred tax assets		138,069			180,828
Other non-current assets		157,007			153,967

Total non-current assets		12,129,697			11,987,668

Total assets		18,425,837			18,229,294

Liabilities and Equity
Current liabilities:
Trade payables		1,157,738			1,128,041
Financing liabilities		2,833,563			2,789,620
Accrued expenses		377,372			384,614
Other financial liabilities		109,715			89,809
Income taxes payable		53,654			45,872
Provisions		294,281			513,232
Other current liabilities		474,731			519,163

Total current liabilities		5,301,054			5,470,351

Non-current liabilities:
Financing liabilities		3,926,276			3,736,628
Other financial liabilities		61,147			47,755
Retirement benefit liabilities		592,724			660,279
Provisions		182,661			264,978
Deferred tax liabilities		744,410			789,830
Other non-current liabilities		234,744			227,685

Total non-current liabilities		5,741,962			5,727,155

Total liabilities		11,043,016			11,197,506

Equity:
Common stock		86,067			86,067
Capital surplus		171,118			171,118
Treasury stock		(26,165	)		(26,178	)
Retained earnings		6,083,573			6,194,311
Other components of equity		794,034			336,115

Equity attributable to owners of the parent		7,108,627			6,761,433
Non-controlling interests		274,194			270,355

Total equity		7,382,821			7,031,788

Total liabilities and equity		18,425,837			18,229,294


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

Consolidated Statements of Income

For the three months ended March 31, 2015 and 2016

	Yen (millions)
	Three months ended Mar. 31, 2015			Three months ended Mar. 31, 2016
Sales revenue		3,491,515			3,657,889

Operating costs and expenses:
Cost of sales		(2,704,575	)		(2,828,442	)
Selling, general and administrative		(535,509	)		(698,152	)
Research and development		(165,333	)		(195,126	)

Total operating costs and expenses		(3,405,417	)		(3,721,720	)

Operating profit (loss)		86,098			(63,831	)

Share of profit of investments accounted for using the equity method		17,954			8,390

Finance income and finance costs:
Interest income		7,408			7,156
Interest expense		(3,530	)		(4,608	)
Other, net		(271	)		(5,813	)

Total finance income and finance costs		3,607			(3,265	)

Profit (loss) before income taxes		107,659			(58,706	)
Income tax expense		(14,324	)		(20,274	)

Profit (loss) for the period		93,335			(78,980	)

Profit (loss) for the period attributable to:
Owners of the parent		81,905			(93,444	)
Non-controlling interests		11,430			14,464

	Yen
Earnings (loss) per share attributable to owners of the parent
Basic and diluted		45.45			(51.85	)


Consolidated Statements of Comprehensive Income

For the three months ended March 31, 2015 and 2016

	Yen (millions)
	Three months ended Mar. 31, 2015			Three months ended Mar. 31, 2016
Profit (loss) for the period		93,335			(78,980	)

Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans		(95,124	)		(70,709	)
Net changes in revaluation of financial assets measured at fair value through other comprehensive income		6,796			(13,494	)
Share of other comprehensive income of investments accounted for using the equity method		(568	)		(955	)
Items that may be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations		(124,482	)		(244,618	)
Share of other comprehensive income of investments accounted for using the equity method		8,758			(18,139	)

Total other comprehensive income, net of tax		(204,620	)		(347,915	)

Comprehensive income for the period		(111,285	)		(426,895	)

Comprehensive income for the period attributable to:
Owners of the parent		(118,124	)		(436,212	)
Non-controlling interests		6,839			9,317

Consolidated Statements of Income

For the years ended March 31, 2015 and 2016


	Yen (millions)
	Year ended Mar. 31, 2015			Year ended Mar. 31, 2016
Sales revenue		13,328,099			14,601,151

Operating costs and expenses:
Cost of sales		(10,330,784	)		(11,332,399	)
Selling, general and administrative		(1,720,550	)		(2,108,874	)
Research and development		(606,162	)		(656,502	)

Total operating costs and expenses		(12,657,496	)		(14,097,775	)

Operating profit		670,603			503,376

Share of profit of investments accounted for using the equity method		96,097			126,001

Finance income and finance costs:
Interest income		27,037			28,468
Interest expense		(18,194	)		(18,146	)
Other, net		30,694			(4,249	)

Total finance income and finance costs		39,537			6,073

Profit before income taxes		806,237			635,450
Income tax expense		(245,139	)		(229,092	)

Profit for the year		561,098			406,358

Profit for the year attributable to:
Owners of the parent		509,435			344,531
Non-controlling interests		51,663			61,827

	Yen
Earnings per share attributable to owners of the parent
Basic and diluted		282.66			191.16

Consolidated Statements of Comprehensive Income

For the years ended March 31, 2015 and 2016


	Yen (millions)
	Year ended Mar. 31, 2015			Year ended Mar. 31, 2016
Profit for the year		561,098			406,358

Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans		(101,286	)		(70,709	)
Net changes in revaluation of financial assets measured at fair value through other comprehensive income		24,007			(15,797	)
Share of other comprehensive income of investments accounted for using the equity method		(714	)		(1,274	)
Items that may be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations		465,776			(430,152	)
Share of other comprehensive income of investments accounted for using the equity method		57,356			(36,591	)

Total other comprehensive income, net of tax		445,139			(554,523	)

Comprehensive income for the year		1,006,237			(148,165	)

Comprehensive income for the year attributable to:
Owners of the parent		931,709			(188,580	)
Non-controlling interests		74,528			40,415

[3] Consolidated Statements of Changes in Equity


	Yen (millions)
	Equity attributable to owners of the parent																Non-controlling interests			Total equity
	Common stock		Capital surplus		Treasury stock			Retained earnings			Other components of equity			Total			Non-controlling interests			Total equity
Balance as of April 1, 2014		86,067		171,117		(26,149	)		5,831,140			273,359			6,335,534			223,394			6,558,928

Comprehensive income for the year
Profit for the year									509,435						509,435			51,663			561,098
Other comprehensive income, net of tax												422,274			422,274			22,865			445,139

Total comprehensive income for the year									509,435			422,274			931,709			74,528			1,006,237
Reclassification to retained earnings									(98,401	)		98,401			—						—
Transactions with owners and other
Dividends paid									(158,601	)					(158,601	)		(21,566	)		(180,167	)
Purchases of treasury stock						(17	)								(17	)					(17	)
Disposal of treasury stock						1									1						1
Equity transactions and others				1											1			(2,162	)		(2,161	)

Total transactions with owners and other				1		(16	)		(158,601	)					(158,616	)		(23,728	)		(182,344	)

Balance as of March 31, 2015		86,067		171,118		(26,165	)		6,083,573			794,034			7,108,627			274,194			7,382,821

Comprehensive income for the year
Profit for the year									344,531						344,531			61,827			406,358
Other comprehensive income, net of tax												(533,111	)		(533,111	)		(21,412	)		(554,523	)

Total comprehensive income for the year									344,531			(533,111	)		(188,580	)		40,415			(148,165	)
Reclassification to retained earnings									(75,192	)		75,192			—						—
Transactions with owners and other
Dividends paid									(158,601	)					(158,601	)		(40,525	)		(199,126	)
Purchases of treasury stock						(14	)								(14	)					(14	)
Disposal of treasury stock						1									1						1
Equity transactions and others																		(3,729	)		(3,729	)

Total transactions with owners and other						(13	)		(158,601	)					(158,614	)		(44,254	)		(202,868	)

Balance as of March 31, 2016		86,067		171,118		(26,178	)		6,194,311			336,115			6,761,433			270,355			7,031,788

[4] Consolidated Statements of Cash Flows


	Yen (millions)
	Year ended Mar. 31, 2015			Year ended Mar. 31, 2016
Cash flows from operating activities:
Profit before income taxes		806,237			635,450
Depreciation, amortization and impairment losses excluding equipment on operating leases		625,229			660,714
Share of profit of investments accounted for using the equity method		(96,097	)		(126,001	)
Finance income and finance costs, net		(41,941	)		(982	)
Interest income and interest costs from financial services, net		(172,275	)		(151,374	)
Changes in assets and liabilities
Trade receivables		(45,839	)		(88,173	)
Inventories		(56,285	)		66,405
Trade payables		22,246			105,189
Accrued expenses		8,865			32,151
Provisions and retirement benefit liabilities		107,324			329,391
Receivables from financial services		316,962			354,353
Equipment on operating leases		(535,165	)		(558,826	)
Other assets and liabilities		45,255			20,765
Other, net		(12,931	)		4,851
Dividends received		114,501			105,477
Interest received		236,344			233,873
Interest paid		(89,804	)		(92,355	)
Income taxes paid, net of refunds		(212,222	)		(139,913	)

Net cash provided by (used in) operating activities		1,020,404			1,390,995
Cash flows from investing activities:
Payments for additions to property, plant and equipment		(648,205	)		(635,176	)
Payments for additions to and internally developed intangible assets		(234,915	)		(236,783	)
Proceeds from sales of property, plant and equipment and intangible assets		33,243			25,617
Payments for acquisitions of investments accounted for using the equity method		(1,971	)		(3,238	)
Proceeds from sales of investments accounted for using the equity method		—			3,237
Payments for acquisitions of other financial assets		(108,873	)		(173,761	)
Proceeds from sales and redemptions of other financial assets		119,897			145,414
Other, net		328			(387	)

Net cash provided by (used in) investing activities		(840,496	)		(875,077	)
Cash flows from financing activities:
Proceeds from short-term financing liabilities		8,731,773			8,302,231
Repayments of short-term financing liabilities		(8,602,054	)		(8,708,320	)
Proceeds from long-term financing liabilities		1,505,732			1,826,991
Repayments of long-term financing liabilities		(1,389,121	)		(1,267,290	)
Dividends paid to owners of the parent		(158,601	)		(158,601	)
Dividends paid to non-controlling interests		(21,513	)		(40,331	)
Purchases and sales of treasury stock, net		(16	)		(13	)
Other, net		(53,712	)		(49,966	)

Net cash provided by (used in) financing activities		12,488			(95,299	)
Effect of exchange rate changes on cash and cash equivalents		85,750			(134,893	)

Net change in cash and cash equivalents		278,146			285,726
Cash and cash equivalents at beginning of year		1,193,584			1,471,730

Cash and cash equivalents at end of year		1,471,730			1,757,456

[5] Assumptions for Going Concern

None

[6] Significant Accounting Policies:

1.	Consolidated subsidiaries

Number of consolidated subsidiaries: 368

Corporate names of principal consolidated subsidiaries:

American Honda Motor Co., Inc., Honda of America Mfg., Inc., Honda Canada Inc.,

Honda R&D Co., Ltd., American Honda Finance Corporation.

2.	Affiliated companies

Number of affiliated companies: 83

Corporate names of major affiliated companies accounted for under the equity method:

Guangqi Honda Automobile Co., Ltd., Dongfeng Honda Automobile Co., Ltd., P.T. Astra Honda Motor

3.	Changes of consolidated subsidiaries and affiliated companies

Consolidated subsidiaries:

Newly formed consolidated subsidiaries: 10

Reduced through reorganization: 14

Affiliated companies:

Newly formed affiliated companies: 1

Reduced through reorganization: 3

4.	The Company prepares its consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”).

The average exchange rates for the three months ended March 31, 2016 was JPY 115.48 = USD 1. The average exchange rates for the same period last year was JPY 119.09 = USD 1. The average exchange rates for the fiscal year ended March 31, 2016 was JPY 120.14 = USD 1 as compared with JPY 109.93 = USD 1 for the previous fiscal year.

United States dollar amounts have been translated from yen solely for the convenience of the reader at the rate of JPY 112.68 = USD 1, the mean of the telegraphic transfer selling exchange rate and the telegraphic transfer buying exchange rate prevailing on the Tokyo foreign exchange market on March 31, 2016.

7.	Honda’s common stock-to-ADS exchange ratio is one share of common stock to one ADS.

[7] Segment Information

Honda has four reportable segments: Motorcycle business, Automobile business, Financial services business and Power product 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 consolidated 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) and relevant parts	Research & Development, Manufacturing, and Sales and related services

Automobile Business	Automobiles and relevant parts	Research & Development, Manufacturing, and Sales and related services

Financial Services Business	Financial services	Retail loan and lease related to Honda products, and Others

Power Product and Other Businesses	Power products and relevant parts, and others	Research & Development, Manufacturing Sales and related services, and Others

1. Segment information based on products and services

For the three months ended March 31, 2015


	Yen (millions)
	Motorcycle Business		Automobile Business			Financial Services Business		Power Product and Other Businesses			Segment Total		Reconciling Items			Consolidated
Sales revenue:
External customers		514,631		2,431,955			450,992		93,937			3,491,515		—			3,491,515
Intersegment		—		52,979			2,491		5,235			60,705		(60,705	)		—

Total		514,631		2,484,934			453,483		99,172			3,552,220		(60,705	)		3,491,515

Segment profit (loss)		53,373		(18,066	)		54,179		(3,388	)		86,098		—			86,098

For the three months ended March 31, 2016

Yen (millions)

Motorcycle
Business

Automobile
Business

Financial
Services
Business

Power Product
and Other
Businesses

Segment
Total

Reconciling
Items

Consolidated

Sales revenue:

External customers

437,253

2,675,374

455,337

89,925

3,657,889

—

3,657,889

Intersegment

—

46,129

4,495

3,766

54,390

(54,390

)

—

Total

437,253

2,721,503

459,832

93,691

3,712,279

(54,390

)

3,657,889

Segment profit (loss)

27,628

(114,738

)

43,555

(20,276

)

(63,831

)

—

(63,831

)

As of and for the year ended March 31, 2015


	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Power Product and Other Businesses			Segment Total		Reconciling Items			Consolidated
Sales revenue:
External customers		1,846,666		9,603,335		1,555,550		322,548			13,328,099		—			13,328,099
Intersegment		—		154,536		12,363		24,362			191,261		(191,261	)		—

Total		1,846,666		9,757,871		1,567,913		346,910			13,519,360		(191,261	)		13,328,099

Segment profit (loss)		192,154		279,756		202,574		(3,881	)		670,603		—			670,603

Segment assets		1,489,703		7,653,645		9,318,545		334,858			18,796,751		(370,914	)		18,425,837
Depreciation and amortization		70,881		525,522		484,526		12,061			1,092,990		—			1,092,990
Capital expenditures		87,762		791,626		1,685,245		14,588			2,579,221		—			2,579,221

As of and for the year ended March 31, 2016

Yen (millions)

Motorcycle
Business

Automobile
Business

Financial
Services
Business

Power Product
and Other
Businesses

Segment
Total

Reconciling
Items

Consolidated

Sales revenue:

External customers

1,805,429

10,625,405

1,835,605

334,712

14,601,151

—

14,601,151

Intersegment

—

142,280

14,095

17,532

173,907

(173,907

)

—

Total

1,805,429

10,767,685

1,849,700

352,244

14,775,058

(173,907

)

14,601,151

Segment profit (loss)

181,773

153,366

199,358

(31,121

)

503,376

—

503,376

Segment assets

1,412,404

7,493,086

9,071,874

333,586

18,310,950

(81,656

)

18,229,294

Depreciation and amortization

76,267

564,631

622,874

13,770

1,277,542

—

1,277,542

Capital expenditures

73,541

796,209

1,972,647

18,251

2,860,648

—

2,860,648

Explanatory notes:

1.	Intersegment sales revenues are generally made at values that approximate arm’s-length prices.

Unallocated corporate assets, included in reconciling items, amounted to JPY 345,266 million as of March 31, 2015 and JPY 451,387 million as of March 31, 2016 respectively, which consist primarily of 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 in order to provide financial statements users with useful information:

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

For the three months ended March 31, 2015


	Yen (millions)
	Japan		North America			Europe			Asia		Other Regions		Total		Reconciling Items			Consolidated
Sales revenue:
External customers		580,614		1,769,153			167,644			744,749		229,355		3,491,515		—			3,491,515
Inter-geographic areas		434,166		75,078			13,016			171,720		470		694,450		(694,450	)		—

Total		1,014,780		1,844,231			180,660			916,469		229,825		4,185,965		(694,450	)		3,491,515

Operating profit (loss)		8,585		(7,649	)		(16,137	)		71,674		7,790		64,263		21,835			86,098

For the three months ended March 31, 2016

Yen (millions)

Japan

North
America

Europe

Asia

Other
Regions

Total

Reconciling
Items

Consolidated

Sales revenue:

External customers

559,558

1,990,033

213,880

731,388

163,030

3,657,889

—

3,657,889

Inter-geographic areas

437,672

112,576

15,914

109,735

450

676,347

(676,347

)

—

Total

997,230

2,102,609

229,794

841,123

163,480

4,334,236

(676,347

)

3,657,889

Operating profit (loss)

(180,480

)

26,468

21,874

65,701

(19,736

)

(86,173

)

22,342

(63,831

)

As of and for the year ended March 31, 2015


	Yen (millions)
	Japan		North America		Europe			Asia		Other Regions		Total		Reconciling Items			Consolidated
Sales revenue:
External customers		2,137,844		6,870,388		656,195			2,716,529		947,143		13,328,099		—			13,328,099
Inter-geographic areas		1,793,123		330,475		67,729			612,015		3,199		2,806,541		(2,806,541	)		—

Total		3,930,967		7,200,863		723,924			3,328,544		950,342		16,134,640		(2,806,541	)		13,328,099

Operating profit (loss)		210,171		181,525		(22,615	)		278,855		40,167		688,103		(17,500	)		670,603

Assets		4,231,472		10,454,542		667,945			2,526,914		677,831		18,558,704		(132,867	)		18,425,837
Non-current assets other than financial instruments and deferred tax assets		2,279,156		4,084,678		120,217			760,642		196,727		7,441,420		—			7,441,420

As of and for the year ended March 31, 2016

Yen (millions)

Japan

North
America

Europe

Asia

Other
Regions

Total

Reconciling
Items

Consolidated

Sales revenue:

External customers

2,022,931

8,123,655

693,255

2,955,690

805,620

14,601,151

—

14,601,151

Inter-geographic areas

1,905,654

413,427

82,782

579,683

3,032

2,984,578

(2,984,578

)

—

Total

3,928,585

8,537,082

776,037

3,535,373

808,652

17,585,729

(2,984,578

)

14,601,151

Operating profit (loss)

(98,714

)

210,862

18,747

335,508

(8,322

)

458,081

45,295

503,376

Assets

4,258,071

10,240,942

719,561

2,467,481

603,754

18,289,809

(60,515

)

18,229,294

Non-current assets other than financial instruments and deferred tax assets

2,426,439

4,364,808

118,992

713,968

172,374

7,796,581

—

7,796,581

Explanatory notes:

1.	Major countries or regions in each geographic area:


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

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

[8] Information about per common share

Equity per share attributable to owners of the parent as of March 31, 2015 and 2016 are calculated based on the following information.


	2015		2016
Equity attributable to owners of the parent (millions of yen)		7,108,627		6,761,433
The number of shares outstanding at the end of the period (excluding treasury stock) (shares)		1,802,286,926		1,802,283,519
Equity per share attributable to owners of the parent (yen)		3,944.23		3,751.59

Earnings per share attributable to owners of the parent for the years ended March 31, 2015 and 2016 are calculated based on the following information. There were no potentially dilutive common shares outstanding for the years ended March 31, 2015 and 2016.


	2015		2016
Profit for the year attributable to owners of the parent (millions of yen)		509,435		344,531
Weighted average number of common shares outstanding, basic (shares)		1,802,289,321		1,802,285,138
Basic earnings per share attributable to owners of the parent (yen)		282.66		191.16

[9] Other

1.	Loss related to airbag inflators

The Company and its consolidated subsidiaries have 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 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.

In North America, various class actions related to the above mentioned product recalls and SIC have been filed against Honda since October 2014. The plaintiffs have claimed for properly functioning airbag inflators, compensation of economic losses including for incurred costs and the decline in the value of vehicles, as well as punitive damages. Most of the cases in the United States were transferred to the United States District Court for the Southern District of Florida and consolidated into a multi-district litigation.

Regarding the above matter, 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. Also, 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 is uncertainty regarding the period when these lawsuits will be concluded.

2.	Transfer pricing tax refund

In May 2015, the lawsuit related to transfer pricing involving the Company’s foreign transactions with certain consolidated subsidiaries in Brazil was concluded, and it was ruled that the Company shall receive a tax refund plus interest in Japan. As a result, income tax expense decreased by JPY 19,145 million for the year ended March 31, 2016.

3.	Impairment loss on investments accounted for using the equity method

The Company recognized impairment losses on certain investments accounted for using the equity method because there is objective evidence of impairment from declines in quoted market values. The amount of the impairment losses is a JPY 22,244 million for the fiscal year ended March 31, 2015 and a JPY 28,887 million for the fiscal year ended March 31, 2016, respectively. The impairment losses are included in share of profit of investments accounted for using the equity method in the consolidated statement of income.

4.	Income taxes

On March 29, 2016, the National Diet of Japan approved amendments to existing income tax laws. Upon the change in the laws, the statutory income tax rate in Japan was changed to approximately 30% for fiscal years beginning on or after April 1, 2016. Thus, the Company and its Japanese subsidiaries re-measured deferred tax assets and liabilities as of the enactment date based on the new tax rates to be applied in the fiscal years in which temporary differences are expected to be recovered or settled. The impact for the year ended March 31, 2016 is not material.

[10] Significant Subsequent Events

None

[1] Unconsolidated Balance Sheets


	Yen (millions)
	Mar. 31, 2015			Mar. 31, 2016
Assets
Current assets
Cash and bank deposits		54,297			89,569
Accounts receivable		479,309			475,026
Securities		160,000			258,900
Finished goods		138,923			83,108
Work in process		40,270			36,679
Raw materials and supplies		31,207			32,061
Prepaid expenses		11,996			13,484
Deferred income taxes		84,026			98,448
Others		154,861			150,536
Allowance for doubtful accounts		(859	)		(4,302	)

Total current assets		1,154,033			1,233,512

Fixed assets
Tangible fixed assets
Buildings		276,009			269,080
Structures		38,859			43,997
Machinery and equipment		138,711			143,806
Vehicles		5,598			6,424
Tools, furniture and fixtures		24,776			20,433
Land		347,082			351,581
Lease assets		2,432			3,032
Construction in progress		15,929			13,914

Total tangible fixed assets		849,399			852,271

Intangible assets
Software		72,053			75,034
Lease assets		11			7
Others		2,501			2,459

Total intangible assets		74,566			77,502

Investments and other assets
Investment securities		125,565			98,920
Investment securities–subsidiaries and affiliates		389,081			388,837
Investments in capital of subsidiaries and affiliates		93,476			93,475
Long-term loans receivable		2,441			1,632
Deferred income taxes		59,062			66,104
Others		21,340			17,410
Allowance for doubtful accounts		(1,513	)		(1,390	)

Total investments and other assets		689,454			664,989

Total fixed assets		1,613,421			1,594,763

Total assets		2,767,455			2,828,275

[1] Unconsolidated Balance Sheets – continued


	Yen (millions)
	Mar. 31, 2015			Mar. 31, 2016
Liabilities
Current liabilities
Notes payable–trade		357			99
Electronically recorded obligations-operating		14,012			34,055
Accounts payable		234,550			232,860
Short-term loans payable		30,718			24,832
Lease debt		950			1,171
Other payables		105,241			139,368
Accrued expenses		75,002			82,642
Income taxes payable		3,086			123
Advances received		6,290			5,876
Deposits received		3,451			3,674
Deferred revenue		61			53
Current portion of accrued product warranty		65,467			205,699
Accrued employees’ bonuses		29,416			28,263
Accrued directors’ bonuses		278			313
Accrued operating officers’ bonuses		421			404
Others		2,333			4,645

Total current liabilities		571,639			764,085

Non-current liabilities
Long-term loans payable		80			57
Lease debt		1,694			2,145
Accrued product warranty		30,499			58,902
Accrued employees’ retirement benefits		169,206			133,644
Others		9,813			7,793

Total non-current liabilities		211,294			202,543

Total liabilities		782,933			966,628

Total net assets
Stockholders’ equity
Common stock		86,067			86,067
Capital surplus
Capital reserve		170,313			170,313
Other capital surplus		0			1

Total capital surplus		170,314			170,314

Retained earnings
Legal reserves		21,516			21,516
Other retained earnings
General reserve		1,322,300			1,428,300
Reserve for special depreciation		1,077			802
Reserve for reduction of acquisition cost of fixed assets		16,715			17,037
Earnings to be carried forward		331,232			118,496

Total retained earnings		1,692,842			1,586,153

Treasury stock		(26,263	)		(26,276	)

Total stockholders’ equity		1,922,960			1,816,258

Difference of appreciation and conversion
Net unrealized gains on securities		61,560			45,389

Total difference of appreciation and conversion		61,560			45,389

Total net assets		1,984,521			1,861,647

Total liabilities and net assets		2,767,455			2,828,275

[2] Unconsolidated Statements of Income


	Yen (millions)
	Year ended Mar. 31, 2015		Year ended Mar. 31, 2016
Net sales		3,331,187		3,303,606
Cost of sales		2,154,246		2,195,729

Gross profit		1,176,940		1,107,876

Selling, general and administrative expenses		1,080,597		1,299,297

Operating income (loss)		96,343		(191,421	)

Non-operating income
Interest and dividend income		217,933		243,055
Foreign exchange profit		20,579		—
Others		30,727		30,083

Total non-operating income		269,240		273,138

Non-operating expenses
Interest expense		76		75
Depreciation		10,319		10,807
Expenses for rental assets		4,664		4,397
Foreign exchange loss		—		2,245
Others		2,890		3,369

Total non-operating expenses		17,951		20,895

Ordinary income		347,632		60,822

Extraordinary income
Gain on sales of non-current assets		474		583
Gain on sales of investment securities		4,138		1,453
Gain on liquidation of subsidiaries and affiliates		2,885		—
Settlement received		8,233		896
Interest on refund of income taxes and other		—		5,836
Others		1,147		377

Total extraordinary income		16,879		9,147

Extraordinary losses
Loss on disposal of fixed assets		3,077		5,519
Loss on devaluation of investment securities–subsidiaries and affiliates		29,771		135
Others		164		604

Total extraordinary losses		33,013		6,259

Income before income taxes		331,498		63,710

Income taxes-current		40,038		37,635
Income taxes for prior periods		—		(13,308	)
Income taxes-deferred		26,772		(12,529	)

Total income tax		66,811		11,798

Net income		264,686		51,912

[3] Unconsolidated Statement of Changes in Net Assets


	Yen (millions)
	Stockholders’ equity
	Common stock		Capital surplus						Retained earnings
			Legal capital surplus		Other capital surplus		Total capital surplus		Legal reserves		Other retained earnings
			Legal capital surplus		Other capital surplus		Total capital surplus		Legal reserves		General reserve		Reserve for special depreciation			Reserve for reduction entry
Balance at March 31, 2014		86,067		170,313		0		170,314		21,516		1,256,300		985			16,025
Cumulative effects of changes in accounting policies
Restated balance		86,067		170,313		0		170,314		21,516		1,256,300		985			16,025
Changes of items during the period
Provision of general reserve												66,000
Provision of reserve for special depreciation														760
Reversal of reserve for special depreciation														(668	)
Provision of reserve for reduction entry																	921
Reversal of reserve for reduction entry																	(231	)
Dividends from surplus
Net income
Purchase of treasury stock
Disposal of treasury stock						0		0
Net changes of items other than shareholders’ equity
Total changes of items during the period		—		—		0		0		—		66,000		92			689
Balance at March 31, 2015		86,067		170,313		0		170,314		21,516		1,322,300		1,077			16,715


	Stockholders’ equity												Valuation and translation adjustments				Total net assets
	Retained earnings						Treasury stock			Total stockholders’ equity			Valuation difference on available-for- sale security		Total valuation and translation adjustments
	Other retained earnings			Total retained earnings
	Retained earnings brought forward			Total retained earnings
Balance at March 31, 2014		325,301			1,620,128			(26,247	)		1,850,263			44,945		44,945		1,895,208
Cumulative effects of changes in accounting policies		(33,372	)		(33,372	)					(33,372	)						(33,372	)
Restated balance		291,929			1,586,756			(26,247	)		1,816,891			44,945		44,945		1,861,836
Changes of items during the period
Provision of general reserve		(66,000	)		—						—							—
Provision of reserve for special depreciation		(760	)		—						—							—
Reversal of reserve for special depreciation		668			—						—							—
Provision of reserve for reduction entry		(921	)		—						—							—
Reversal of reserve for reduction entry		231			—						—							—
Dividends from surplus		(158,601	)		(158,601	)					(158,601	)						(158,601	)
Net income		264,686			264,686						264,686							264,686
Purchase of treasury stock								(16	)		(16	)						(16	)
Disposal of treasury stock		—			—			0			1							1
Net changes of items other than shareholders’ equity														16,615		16,615		16,615
Total changes of items during the period		39,303			106,085			(15	)		106,069			16,615		16,615		122,684
Balance at March 31, 2015		331,232			1,692,842			(26,263	)		1,922,960			61,560		61,560		1,984,521

Yen (millions)

Stockholders’ equity

Capital surplus

Retained earnings

Other retained earnings

Common
stock

Legal capital
surplus

Other capital
surplus

Total capital
surplus

Legal reserves

General
reserve

Reserve for
special
depreciation

Reserve for
reduction
entry

Balance at March 31, 2015

86,067

170,313

170,314

21,516

1,322,300

1,077

16,715

Cumulative effects of changes in accounting policies

Restated balance

86,067

170,313

170,314

21,516

1,322,300

1,077

16,715

Changes of items during the period

Provision of general reserve

106,000

Provision of reserve for special depreciation

Reversal of reserve for special depreciation

(304

)

Provision of reserve for reduction entry

549

Reversal of reserve for reduction entry

(227

)

Dividends from surplus

Net income

Purchase of treasury stock

Disposal of treasury stock

Net changes of items other than shareholder’s equity

Total changes of items during the period

—

106,000

(274

)

322

Balance at March 31, 2016

86,067

170,313

170,314

21,516

1,428,300

802

17,037


	Stockholders’ equity												Valuation and translation adjustments						Total net assets
	Retained earnings						Treasury stock			Total stock-holders’ equity			Valuation difference on available-for- sale security			Total valuation and translation adjustments
	Other retained earnings			Total retained earnings
	Retained earnings brought forward			Total retained earnings
Balance at March 31, 2015		331,232			1,692,842			(26,263	)		1,922,960			61,560			61,560			1,984,521
Cumulative effects of changes in accounting policies
Restated balance		331,232			1,692,842			(26,263	)		1,922,960			61,560			61,560			1,984,521
Changes of items during the period
Provision of general reserve		(106,000	)		—						—									—
Provision of reserve for special depreciation		(29	)		—						—									—
Reversal of reserve for special depreciation		304			—						—									—
Provision of reserve for reduction entry		(549	)		—						—									—
Reversal of reserve for reduction entry		227			—						—									—
Dividends from surplus		(158,601	)		(158,601	)					(158,601	)								(158,601	)
Net income		51,912			51,912						51,912									51,912
Purchase of treasury stock								(14	)		(14	)								(14	)
Disposal of treasury stock		—			—			0			1									1
Net changes of items other than shareholders’ equity														(16,171	)		(16,171	)		(16,171	)
Total changes of items during the period		(212,736	)		(106,688	)		(13	)		(106,702	)		(16,171	)		(16,171	)		(122,873	)
Balance at March 31, 2016		118,496			1,586,153			(26,276	)		1,816,258			45,389			45,389			1,861,647

[4] Going Concern

None

“This is an English summary of our Japanese language financial results submitted to the Tokyo Stock Exchange (TSE) on May 13, 2016. This English summary omits a summary of financial results that the TSE requires be disclosed in Japan and also omits other information that the Company Law of Japan requires be disclosed in the country.”

[Translation]

May 13, 2016


To:		Shareholders of Honda Motor Co., Ltd.

From:		Honda Motor Co., Ltd.
		1-1, Minami-Aoyama 2-chome,
		Minato-ku, 107-8556 Tokyo
		Takahiro Hachigo
		President and Representative Director

Notice Regarding Product Warranty (Quality Related) Expenses

Honda Motor Co., Ltd. (the “Company”) announces the financial impact of product warranty (quality related) expenses for the Company and its consolidated subsidiaries related to an agreement reached between the U.S. National Highway Traffic Safety Administration (“NHTSA”) and our supplier on May 4, 2016.

The Company and its consolidated subsidiaries have been conducting market-based measures in relation to airbag inflators. Due to an amendment of the Consent Order issued by NHTSA on November 3, 2015 being agreed to between NHTSA and our supplier on May 4, 2016, a change arose in our estimate of product warranty (quality related) expenses. The financial impact from this amendment resulted in an approximately 267.0 billion yen adjustment to the consolidated financial results for the fiscal year ended March 31, 2016 and an approximately 103.0 billion yen adjustment to the unconsolidated financial results for the fiscal year ended March 31, 2016.

The impact of this event was not included in the assumptions underlying the forecast for the consolidated financial results (based on IFRS) for the fiscal year ending March 31, 2016, which was announced on January29, 2016, nor the forecast for the unconsolidated financial results for the fiscal year ending March 31, 2016, which was announced on November 4, 2015. For details regarding the differences between the forecasts and the financial results, please refer to the separate announcement released by the Company today entitled “Notice Concerning Differences between Forecasts and Actual Consolidated and Unconsolidated Financial Results for the Fiscal Year Ended March 31, 2016”.

[Translation]

May 13, 2016


To:		Shareholders of Honda Motor Co., Ltd.
From:		Honda Motor Co., Ltd.
		1-1, Minami-Aoyama 2-chome,
		Minato-ku, 107-8556 Tokyo
		Takahiro Hachigo
		President and Representative Director

Notice Concerning Differences between Forecasts and Actual Consolidated and

Unconsolidated Financial Results for the Fiscal Year Ended March 31, 2016

Honda Motor Co., Ltd. (the “Company”) hereby announces differences that arose between its consolidated forecast (announced on January 29, 2016) as well as its unconsolidated forecast (announced on November 4, 2015) and the Company’s actual financial results for the fiscal year ended March 31, 2016.

Particulars

Differences between Forecasts and Actual Financial Results for the Fiscal Year Ended March 31, 2016:

Consolidated Financial Results


(Millions of Yen, except basic earnings per share attributable to owners of the parent)
	Sales revenue		Operating profit		Profit before income taxes		Profit for the year attributable to owners of the parent		Basic earnings per share attributable to owners of the parent (Yen)
Forecast previously announced (A)		14,550,000		685,000		805,000		525,000		291.30
Results for the fiscal year ended March 31, 2016 (B)		14,601,151		503,376		635,450		344,531		191.16
Change (B-A)		51,151		-181,624		-169,550		-180,469		—
Percentage change (%)		0.4		-26.5		-21.1		-34.4		—
(Reference) Results for the fiscal year ended March 31, 2015		13,328,099		670,603		806,237		509,435		282.66

Unconsolidated Financial Results


(Millions of Yen, except net income per common share)
	Net sales		Operating income		Ordinary income		Net income		Net income per common share (Yen)
Forecast previously announced (A)		3,400,000		10,000		240,000		190,000		105.42
Results for the fiscal year ended March 31, 2016 (B)		3,303,606		-191,421		60,822		51,912		28.80
Change (B-A)		-96,393		-201,421		-179,177		-138,087		—
Percentage change (%)		-2.8		—		-74.7		-72.7		—
(Reference) Results for the fiscal year ended March 31, 2015		3,331,187		96,343		347,632		264,686		146.86

Reason for Differences

Differences between forecast and actual consolidated financial results for the fiscal year ended March 31, 2016

Operating profit, profit before income taxes and profit for the year attributable to owners of the parents for the fiscal year ended March 31, 2016 were lower than their respective forecasts mainly due to increased SG&A expenses, including quality related costs related to airbag inflators, despite increased sales volume and model mix as well as favorable foreign currency effects.

Differences between forecast and actual unconsolidated financial results for the fiscal year ended March 31, 2016

Operating income, ordinary income, and net income for the fiscal year ended March 31, 2016 were lower than their respective forecasts mainly due to increased SG&A expenses, including quality related costs related to airbag inflators, as well as decreased sales volume and model mix, despite favorable foreign currency effects.

[Translation]

May 17, 2016


To:		Shareholders of Honda Motor Co., Ltd.

From:		Honda Motor Co., Ltd. 1-1, Minami-Aoyama 2-chome, Minato-ku, 107-8556 Tokyo Takahiro Hachigo President and Representative Director

Notice Concerning 92nd Ordinary General Meeting of Shareholders

The Board of Directors of Honda Motor Co., Ltd., (the “Company”), at its meeting held on May 17, 2016, resolved to convene the Company’s 92nd ordinary general meeting of shareholders as follows.

Particulars

1. Date and time

10:00 a.m. on Thursday, June 16, 2016

(Reception desk is expected to open at 9:00 a.m.)

2. Place

GRAND PACIFIC LE DAIBA

Palais Royal on the first basement level

2-6-1 Daiba, Minato-Ku, Tokyo

3. Agenda:

Matters to be reported:

1. Report on the business report, consolidated financial statements and unconsolidated financial statements for the 92nd Fiscal Year (from April 1, 2015 to March 31, 2016); and

2. Report on the results of the audit of the consolidated financial statements for the 92nd Fiscal Year (from April 1, 2015 to March 31, 2016) by the independent auditors and the Board of Corporate Auditors.

Matters to be resolved:

First Item:

Distribution of Dividends

Second Item:

Election of Thirteen (13) Directors

Third Item:

Election of Two (2) Corporate Auditors

[Translation]

REPORT OF INDEPENDENT DIRECTORS/CORPORATE AUDITORS

1.	Basic Information

Company Name: Honda Motor Co., Ltd.

Securities Code Number: 7267

Submission Date: May 27, 2016

Date of Change of Position (scheduled date): June 16, 2016

Reason for Submission of Report of Independent Directors/Corporate Auditors: The election of a new outside corporate director is included in the matters to be resolved at an Ordinary General Meeting of Shareholders.

The Company has selected all persons who are qualified to become independent directors/auditors as independent directors/auditors. (*1): Yes

2.	Matters related to Independence of Independent Directors/Auditors and Outside Directors/Outside Corporate Auditors

No: 1

Name: Hideko Kunii

Outside Director/ Outside Corporate Auditor: Outside Director

Independent Director/Corporate Auditor: Yes

Attributes of Independent Directors/Corporate Auditors and Outside Directors/Outside Corporate Auditors (*2, *3)

Not Applicable: Yes

Details of Change of Position: N/A

Consent of the Said Person: Yes

No: 2

Name: Motoki Ozaki

Outside Director/ Outside Corporate Auditor: Outside Director

Independent Director/Corporate Auditor: Yes

Attributes of Independent Directors/Corporate Auditors and Outside Directors/Outside Corporate Auditors (*2, *3)

Not Applicable: Yes

Details of Change of Position: Newly Appointed

Consent of the Said Person: Yes

No: 3

Name: Toshiaki Hiwatari

Outside Director/ Outside Corporate Auditor: Outside Corporate Auditor

Independent Director/Corporate Auditor: Yes

Attributes of Independent Directors/Corporate Auditors and Outside Directors/Outside Corporate Auditors (*2, *3)