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 OCTOBER 2014

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:

On October 28, 2014, Honda Motor Co., Ltd. (the “Company”) announced its consolidated financial results for the fiscal second quarter and fiscal first half year ended September 30, 2014.

Exhibit 2:

The Company revised its forecasts for consolidated financial results of the fiscal year ending March 31, 2015 that were announced on July 29, 2014 and unconsolidated financial results of the fiscal year ending March 31, 2015 that were announced on April 25, 2014.

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/ Hideo Moroe

Hideo Moroe

General Manager

Finance Division

Honda Motor Co., Ltd.

Date: October 28, 2014

October 28, 2014

HONDA MOTOR CO., LTD. REPORTS

CONSOLIDATED FINANCIAL RESULTS

FOR THE FISCAL SECOND QUARTER AND FISCAL FIRST HALF YEAR ENDED SEPTEMBER 30, 2014

Tokyo, October 28, 2014 — Honda Motor Co., Ltd. today announced its consolidated financial results for the fiscal second quarter and fiscal first half year ended September 30, 2014.

Second Quarter Results

Honda’s consolidated net income attributable to Honda Motor Co., Ltd. for the fiscal second quarter ended September 30, 2014 totaled JPY 141.8 billion (USD 1,296 million), an increase of 17.9% from the same period last year. Basic net income attributable to Honda Motor Co., Ltd. per common share for the quarter amounted to JPY 78.73 (USD 0.72), an increase of JPY 11.94 (USD 0.11) from JPY 66.79 for the corresponding period last year. One Honda American Depository Share represents one common share.

Consolidated net sales and other operating revenue (herein referred to as “revenue”) for the quarter amounted to JPY 3,014.7 billion (USD 27,545 million), an increase of 4.3% from the same period last year, due primarily to increased revenue in motorcycle and automobile business operations, as well as favorable foreign currency translation effects.

Consolidated operating income for the quarter amounted to JPY 164.4 billion (USD 1,502 million), a decrease of 4.1% from the same period last year, due primarily to a decrease in sales volume and model mix as well as increased R&D expenses, despite continuing cost reduction efforts and favorable foreign currency effects.

Consolidated income before income taxes and equity in income of affiliates for the quarter totaled JPY 179.8 billion (USD 1,643 million), an increase of 8.6% from the same period last year.

Equity in income of affiliates amounted to JPY 22.7 billion (USD 208 million) for the quarter, a decrease of 28.2% from the corresponding period last year.

- 1 -

Business Segment

Motorcycle Business

For the three months ended September 30, 2013 and 2014


	Unit (Thousands)
	Honda Group Unit Sales								Consolidated Unit Sales
	Three months ended Sep. 30, 2013		Three months ended Sep. 30, 2014		Change		%		Three months ended Sep. 30, 2013		Three months ended Sep. 30, 2014		Change		%
Motorcycle business		4,216		4,581		365		8.7		2,585		2,743		158		6.1
Japan		63		50		- 13		- 20.6		63		50		- 13		- 20.6
North America		68		69		1		1.5		68		69		1		1.5
Europe		38		47		9		23.7		38		47		9		23.7
Asia		3,536		3,998		462		13.1		1,905		2,160		255		13.4
Other Regions		511		417		- 94		- 18.4		511		417		- 94		- 18.4

With respect to Honda’s sales for the fiscal second quarter by business segment, in motorcycle business operations, revenue from sales to external customers increased 4.9%, to JPY 438.3 billion (USD 4,005 million) from the same period last year due mainly to increased consolidated unit sales as well as favorable foreign currency translation effects. Operating income totaled JPY 38.1 billion (USD 348 million), a decrease of 16.3% from the same period last year, due primarily to increased SG&A expenses.

Automobile Business

For the three months ended September 30, 2013 and 2014


	Unit (Thousands)
	Honda Group Unit Sales								Consolidated Unit Sales
	Three months ended Sep. 30, 2013		Three months ended Sep. 30, 2014		Change		%		Three months ended Sep. 30, 2013		Three months ended Sep. 30, 2014		Change		%
Automobile business		1,047		1,071		24		2.3		869		880		11		1.3
Japan		180		176		- 4		- 2.2		178		173		- 5		- 2.8
North America		447		434		- 13		- 2.9		447		434		- 13		- 2.9
Europe		40		45		5		12.5		40		45		5		12.5
Asia		309		350		41		13.3		133		162		29		21.8
Other Regions		71		66		- 5		- 7.0		71		66		- 5		- 7.0

Note: Honda Group Unit Sales is the total unit sales of completed products of Honda, its consolidated subsidiaries and its affiliates accounted for under the equity method. Consolidated Unit Sales is the total unit sales of completed products corresponding to consolidated net sales 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 U.S. generally accepted accounting principles and are not included in consolidated net sales to the external customers in our Automobile business. As a result, they are not included in Consolidated Unit Sales, but are included in Honda Group Unit Sales of our Automobile business.

In automobile business operations, revenue from sales to external customers increased 3.7%, to JPY 2,310.4 billion (USD 21,109 million) from the same period last year due mainly to increased consolidated unit sales as well as favorable foreign currency translation effects. Operating income totaled JPY 79.1 billion (USD 723 million), a decrease of 1.3% from the same period last year, due primarily to increased expenses for incentives in North America and increased R&D expenses, despite continuing cost reduction efforts, decreased SG&A expenses, as well as favorable foreign currency effects.

- 2 -

Financial Services Business

Revenue from customers in the financial services business operations increased 13.5%, to JPY 192.9 billion (USD 1,763 million) from the same period last year due mainly to an increase in revenue from operating leases and favorable foreign currency translation effects. Operating income increased 3.6% to JPY 48.2 billion (USD 441 million) from the same period last year due mainly to favorable foreign currency effects.

Power Product and Other Businesses

For the three months ended September 30, 2013 and 2014


	Unit (Thousands)
	Honda Group Unit Sales/Consolidated Unit Sales
	Three months ended Sep. 30, 2013		Three months ended Sep. 30, 2014		Change		%
Power product business		1,295		1,286		- 9		- 0.7
Japan		93		85		- 8		- 8.6
North America		504		497		- 7		- 1.4
Europe		156		191		35		22.4
Asia		426		410		- 16		- 3.8
Other Regions		116		103		- 13		- 11.2

Note: Honda Group Unit Sales is the total unit sales of completed products of Honda, its consolidated subsidiaries and its affiliates accounted for under the equity method. Consolidated Unit Sales is the total unit sales of completed products corresponding to consolidated net sales 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 September 30, 2013 and for the three months ended September 30, 2014, since no affiliate accounted for under the equity method was involved in the sale of Honda power products.

Revenue from sales to external customers in power product and other businesses totaled to JPY 73.0 billion (USD 667 million) basically unchanged from the same period last year. Honda reported an operating loss of JPY 1.0 billion (USD 10 million) a decline of 0.2 billion (USD 2 million) from the same period last year, due mainly to increased SG&A expenses, despite continuing cost reduction efforts.

- 3 -

Geographical Information

With respect to Honda’s sales for the fiscal second quarter by geographic segment, in Japan, revenue from domestic and export sales amounted to JPY 975.5 billion (USD 8,913 million), a decrease of 3.8% from the same period last year due mainly to decreased revenue in automobile business operations. Operating income totaled JPY 59.8 billion (USD 547 million), an increase of 21.5% from the same period last year, due mainly to continuing cost reduction efforts, as well as favorable foreign currency effects, despite increased SG&A expenses and R&D expenses.

In North America, revenue increased by 2.7%, to JPY 1,512.2 billion (USD 13,817 million) from the same period last year due mainly to favorable foreign currency translation effects, despite decreased revenue in automobile business operations. Operating income totaled JPY 38.9 billion (USD 356 million), a decrease of 15.4% from the same period last year due mainly to a decrease in sales volume and model mix and increased expenses for incentives, despite decreased SG&A expenses.

In Europe, revenue increased by 5.9%, to JPY 184.8 billion (USD 1,689 million) from the same period last year due mainly to increased revenue in motorcycle business operations as well as favorable foreign currency translation effects. Honda reported an operating loss of JPY 7.5 billion (USD 69 million), an improvement of JPY 6.0 billion (USD 55 million) from the same period last year due mainly to an increase in sales volume and model mix, despite unfavorable foreign currency effects.

In Asia, revenue increased by 13.7%, to JPY 789.0 billion (USD 7,209 million) from the same period last year mainly due to increased revenue in automobile and motorcycle business operations, as well as favorable foreign currency translation effects. Operating income increased by 14.1%, to JPY 68.4 billion (USD 626 million) from the same period last year due mainly to an increase in sales volume and model mix, continuing cost reduction efforts, as well as favorable foreign currency effects, despite increased SG&A expenses.

In Other regions, which includes South America, the Middle/Near East, Africa and Oceania, revenue decreased by 11.9%, to JPY 247.0 billion (USD 2,257 million) from the same period last year mainly due to decreased revenue in automobile and motorcycle business operations as well as unfavorable foreign currency translation effects. Operating income totaled JPY 9.1 billion (USD 84 million), a decrease of 50.7% from the same period last year mainly due to a decrease in sales volume and model mix as well as unfavorable foreign currency effects.

- 4 -

Explanatory note:

United States dollar amounts have been translated from yen solely for the convenience of the reader at the rate of JPY 109.45=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 September 30, 2014.

- 5 -

First Half Year Results

Honda’s consolidated net income attributable to Honda Motor Co., Ltd. for the fiscal half year ended September 30, 2014 totaled JPY 288.4 billion, an increase of 18.8% from the same period last year. Basic net income attributable to Honda Motor Co., Ltd. per common share for the fiscal first half year amounted to JPY 160.02, an increase of JPY 25.27 from JPY 134.75 for the same period last year.

Consolidated net sales and other operating revenue for the fiscal half year amounted to JPY 6,003.0 billion, an increase of 4.9% from the same period last year, due primarily to increased revenue in automobile and motorcycle business operations as well as favorable foreign currency translation effects.

Consolidated operating income for the fiscal first half year amounted to JPY 362.4 billion, an increase of 1.7% from the same period last year, due primarily to continuing cost reduction efforts, despite increased SG&A expenses and R&D expenses.

Consolidated income before income taxes and equity in income of affiliates for the fiscal first half year totaled JPY 378.6 billion, an increase of 12.2% from the same period last year.

Equity in income of affiliates amounted to JPY 61.3 billion for the fiscal first half year, a decrease of 3.3% from the same period last year.

- 6 -

Business Segment

Motorcycle Business

For the six months ended September 30, 2013 and 2014


	Unit (Thousands)
	Honda Group Unit Sales				Consolidated Unit Sales
	Six months ended Sep. 30, 2013	Six months ended Sep. 30, 2014	Change	%	Six months ended Sep. 30, 2013	Six months ended Sep. 30, 2014	Change	%
Motorcycle business	8,270	8,718	448	5.4	4,956	5,200	244	4.9
Japan	117	98	- 19	- 16.2	117	98	- 19	- 16.2
North America	130	131	1	0.8	130	131	1	0.8
Europe	90	107	17	18.9	90	107	17	18.9
Asia	7,015	7,591	576	8.2	3,701	4,073	372	10.1
Other Regions	918	791	- 127	- 13.8	918	791	- 127	- 13.8

With respect to Honda’s sales for the fiscal first half year by business segment, in motorcycle business operations, revenue from sales to external customers increased 3.8%, to JPY 846.1 billion from the same period last year, due mainly to increased consolidated unit sales. Operating income totaled JPY 82.1 billion, a decrease of 6.8% from the same period last year, due primarily to increased SG&A expenses, despite an increase in sales volume and model mix.

Automobile Business

For the six months ended September 30, 2013 and 2014


	Unit (Thousands)
	Honda Group Unit Sales				Consolidated Unit Sales
	Six months ended Sep. 30, 2013	Six months ended Sep. 30, 2014	Change	%	Six months ended Sep. 30, 2013	Six months ended Sep. 30, 2014	Change	%
Automobile business	2,046	2,132	86	4.2	1,727	1,775	48	2.8
Japan	320	378	58	18.1	317	374	57	18.0
North America	906	879	- 27	- 3.0	906	879	- 27	- 3.0
Europe	80	85	5	6.3	80	85	5	6.3
Asia	594	666	72	12.1	278	313	35	12.6
Other Regions	146	124	- 22	- 15.1	146	124	- 22	- 15.1

In automobile business operations, revenue from sales to external customers increased 4.6%, to JPY 4,629.9 billion from the same period last year due mainly to increased consolidated unit sales as well as favorable foreign currency translation effects. Operating income totaled JPY 178.9 billion, an increase of 1.4% from the same period last year, due primarily to continuing cost reduction efforts, despite increased expenses for incentives in North America and increased R&D expenses.

- 7 -

Financial Services Business

Revenue from customers in the financial services business operations increased 13.2%, to JPY 379.6 billion from the same period last year due mainly to increase in revenue from operating leases and favorable foreign currency translation effects. Operating income increased 9.7% to JPY 100.0 billion from the same period last year due mainly to increased revenue as well as favorable foreign currency effects.

Power Product and Other Businesses

For the six months ended September 30, 2013 and 2014


	Unit (Thousands)
	Honda Group Unit Sales/Consolidated Unit Sales
	Six months ended Sep. 30, 2013		Six months ended Sep. 30, 2014		Change		%
Power product business		2,884		2,796		- 88		- 3.1
Japan		156		153		- 3		- 1.9
North America		1,332		1,270		- 62		- 4.7
Europe		393		431		38		9.7
Asia		790		746		- 44		- 5.6
Other Regions		213		196		- 17		- 8.0

Note: Honda Group Unit Sales is the total unit sales of completed products of Honda, its consolidated subsidiaries and its affiliates accounted for under the equity method. Consolidated Unit Sales is the total unit sales of completed products corresponding to consolidated net sales 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 six months ended September 30, 2013 and for the six months ended September 30, 2014, since no affiliate accounted for under the equity method was involved in the sale of Honda power products.

Revenue from sales to external customers in power product and other businesses decreased 0.7%, to JPY 147.2 billion from the same period last year, due mainly to decreased revenue in other businesses operations and decreased consolidated unit sales in power products business operations, despite favorable foreign currency translation effects. Operating income increased 144.5% to JPY 1.3 billion from the same period last year, due mainly to continuing cost reduction efforts and decreased R&D expenses.

- 8 -

Geographical Information

With respect to Honda’s sales for the fiscal first half year by geographic segment, in Japan, revenue from domestic and export sales amounted to JPY 1,963.4 billion, a decrease of 1.4% from the same period last year due mainly to decreased revenue in automobile business operations. Operating income totaled JPY 122.0 billion, an increase of 9.5% from the same period last year due mainly to continuing cost reduction efforts and favorable foreign currency effects, despite increased SG&A expenses and R&D expenses.

In North America, revenue increased by 2.8%, to JPY 3,057.8 billion from the same period last year due mainly to favorable foreign currency translation effects, despite decreased revenue in automobile business operations. Operating income totaled JPY 106.4 billion, a decrease of 9.7% from the same period last year due mainly to increased expenses for incentives, a decrease in sales volume and model mix as well as unfavorable foreign currency effects, despite decreased SG&A expenses as well as continuing cost reduction efforts.

In Europe, revenue increased by 8.3%, to JPY 379.4 billion from the same period last year mainly due to increased revenue in motorcycle business operations as well as favorable foreign currency translation effects. Honda reported an operating loss of JPY 9.0 billion, an improvement of JPY 14.3 billion from the same period last year mainly due to an increase in sales volume and model mix and decreased SG&A expenses, despite unfavorable foreign currency effects.

In Asia, revenue increased by 8.7%, to JPY 1,522.4 billion from the same period last year mainly due to increased revenue in automobile and motorcycle business operations as well as favorable foreign currency translation effects. Operating income increased by 17.6%, to JPY 133.7 billion from the same period last year due mainly to an increase in sales volume and model mix as well as favorable foreign currency effects, despite increased SG&A expenses.

In Other regions, which includes South America, the Near/Middle East, Africa and Oceania, revenue decreased by 12.6%, to JPY 455.2 billion from the same period last year mainly due to decreased revenue in automobile business operations as well as unfavorable foreign currency translation effects. Operating income totaled JPY 13.7 billion, a decrease of 42.7% from the same period last year mainly due to unfavorable foreign currency effects.

- 9 -

Consolidated Statements of Balance Sheets for the Fiscal First Half Ended September 30, 2014

Total assets increased by JPY 850.5 billion, to JPY 16,472.5 billion from March 31, 2014, mainly due to increases in Property on operating lease and Property, plant and equipment, as well as foreign currency translation effects, despite a decrease in Trade accounts and notes receivables. Total liabilities increased by JPY 447.1 billion, to JPY 9,955.7 billion from March 31, 2014, mainly due to an increase in Short-term debt as well as foreign currency translation effects, despite a decrease in Trade accounts payable. Total equity increased by JPY 403.3 billion, to JPY 6,516.7 billion from March 31, 2014 due mainly to increased Retained earnings attributable to net income as well as foreign currency translation effects.

- 10 -

Consolidated Statements of Cash Flow for the Fiscal First Half Ended September 30, 2014

Consolidated cash and cash equivalents on September 31, 2014 decreased by JPY 6.2 billion from March 31, 2014, to JPY 1,162.7 billion. The reasons for the increases or decreases for each cash flow activity, when compared with the same period of the previous fiscal year, are as follows:

Cash flow from operating activities

Net cash provided by operating activities amounted to JPY 657.3 billion for the fiscal first half ended September 30, 2014. Cash inflows from operating activities decreased by JPY 14.1 billion compared with the same period of the previous fiscal year due mainly to increased payments for parts and raw materials, despite an increase in cash received from customers as a result of increased unit sales of automobiles.

Cash flow from investing activities

Net cash used in investing activities amounted to JPY 729.1 billion. Cash outflows from investing activities decreased by JPY 260.2 billion compared with the same period of the previous fiscal year, due mainly to a decrease in acquisitions of finance subsidiaries-receivables, despite an increase in purchases of operating lease assets.

Cash flow from financing activities

Net cash provided by financing activities amounted to JPY 33.9 billion. Cash inflows from financing activities decreased by JPY 175.7 billion compared with the same period of the previous fiscal year, due mainly to a decrease in proceeds from debt as well as an increase in cash outflow due to an increase in dividends paid.

- 11 -

Forecasts for the Fiscal Year Ending March 31, 2015

In regard to the forecasts of the financial results for the fiscal year ending March 31, 2015, Honda projects consolidated results to be as shown below:

Fiscal year ending March 31, 2015


	Yen (billions)		Changes from FY 2014
Net sales and other operating revenue		12,750.0		+ 7.7	%
Operating income		770.0		+ 2.6	%
Income before income taxes and equity in income of affiliates		765.0		+ 4.9	%
Net income attributable to Honda Motor Co., Ltd.		565.0		- 1.6	%

	Yen
Basic net income attributable to Honda Motor Co., Ltd. per common share		313.49

Note: The forecasts are based on the assumption that the average exchange rates for the Japanese yen to the U.S. dollar and the Euro will be JPY 104 and JPY 137, respectively, for the full year ending March 31, 2015.

The reasons for the increases or decreases in the forecasts of the operating income, and income before income taxes and equity in income of affiliates for the fiscal year ending March 31, 2015 from the previous year are as follows.


	Yen (billions)
Revenue, model mix, etc.		73.7
Cost reduction, the effect of raw material cost fluctuations, etc.		43.0
SG&A expenses		- 84.0
R&D expenses		- 12.0
Currency effect		- 1.0

Operating income compared with fiscal year 2014		19.7

Fair value of derivative instruments		- 43.0
Others		59.3

Income before income taxes and equity in income of affiliates compared with fiscal year 2014		36.0

- 12 -

Dividend per Share of Common Stock

The Board of Directors of Honda Motor Co., Ltd., at its meeting held on October 28, 2014, resolved to make the quarterly dividend JPY 22 per share of common stock, the record date of which is September 30, 2014. The total expected annual dividend per share of common stock for the fiscal year ending March 31, 2015, is JPY 88 per share.

This announcement contains “forward-looking statements” as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on management’s assumptions and beliefs taking into account information currently available to it. Therefore, please be advised that Honda’s actual results could differ materially from those described in these forward-looking statements as a result of numerous factors, including general economic conditions in Honda’s principal markets and foreign exchange rates between the Japanese yen and the U.S. dollar, the Euro and other major currencies, as well as other factors detailed from time to time.

- 13 -

Other Information

1. Accounting policies specifically applied for quarterly consolidated financial statements

Income taxes

Honda computes interim income tax expense (benefit) by multiplying a reasonably estimated annual effective tax rate, which includes the effects of deferred taxes, by year-to-date income before income taxes and equity in income of affiliates for the six months ended September 30, 2014. If a reliable estimate cannot be made, Honda utilizes the actual year-to-date effective tax rate.

- 14 -

Consolidated Financial Summary

For the three months and six months ended September 30, 2013 and 2014

Financial Highlights

Yen (millions)

Three months
ended
Sep. 30, 2013

Three months
ended
Sep. 30, 2014

Six months
ended
Sep. 30, 2013

Six months
ended
Sep. 30, 2014

Net sales and other operating revenue

2,890,221

3,014,776

5,724,316

6,003,055

Operating income

171,451

164,442

356,414

362,485

Income before income taxes and equity in income of affiliates

165,587

179,865

337,622

378,678

Net income attributable to Honda Motor Co., Ltd.

120,368

141,898

242,867

288,410

Yen

Basic net income attributable to Honda Motor Co., Ltd per common share

66.79

78.73

134.75

160.02

U.S. Dollar (millions)

Three months
ended
Sep. 30, 2014

Six months
ended
Sep. 30, 2014

Net sales and other operating revenue

27,544

54,847

Operating income

1,502

3,312

Income before income taxes and equity in income of affiliates

1,643

3,460

Net income attributable to Honda Motor Co., Ltd.

1,296

2,635

U.S. Dollar

Basic net income attributable to Honda Motor Co., Ltd per common share

0.72

1.46

- 15 -

[1] Consolidated Balance Sheets


	Yen (millions)
	Mar. 31, 2014		Sep. 30, 2014
Assets
Current assets:
Cash and cash equivalents		1,168,914		1,162,705
Trade accounts and notes receivable		1,158,671		1,061,633
Finance subsidiaries-receivables, net		1,464,215		1,575,834
Inventories		1,302,895		1,384,676
Deferred income taxes		202,123		194,330
Other current assets		474,448		490,778

Total current assets		5,771,266		5,869,956

Finance subsidiaries-receivables, net		3,317,553		3,491,702

Investments and advances:
Investments in and advances to affiliates		564,266		603,479
Other, including marketable equity securities		253,661		277,765

Total investments and advances		817,927		881,244


Property on operating leases:
Vehicles		2,718,131		3,135,087
Less accumulated depreciation		481,410		534,347

Net property on operating leases		2,236,721		2,600,740


Property, plant and equipment, at cost:
Land		521,806		530,421
Buildings		1,895,140		1,994,837
Machinery and equipment		4,384,255		4,613,056
Construction in progress		339,093		354,286

		7,140,294		7,492,600
Less accumulated depreciation and amortization		4,321,862		4,539,706

Net property, plant and equipment		2,818,432		2,952,894

Other assets		660,132		676,022

Total assets		15,622,031		16,472,558

- 16 -

[1] Consolidated Balance Sheets – continued


	Yen (millions)
	Mar. 31, 2014			Sep. 30, 2014
Liabilities and Equity
Current liabilities:
Short-term debt		1,319,344			1,560,838
Current portion of long-term debt		1,303,464			1,325,411
Trade payables:
Notes		28,501			27,809
Accounts		1,071,179			1,047,031
Accrued expenses		626,503			613,964
Income taxes payable		43,085			48,504
Other current liabilities		319,253			340,476

Total current liabilities		4,711,329			4,964,033

Long-term debt, excluding current portion		3,234,066			3,398,044
Other liabilities		1,563,238			1,593,710

Total liabilities		9,508,633			9,955,787

Equity:
Honda Motor Co., Ltd. shareholders’ equity:
Common stock, authorized 7,086,000,000 shares; issued 1,811,428,430 shares on Mar. 31, 2014 and Sep. 30, 2014		86,067			86,067
Capital surplus		171,117			171,117
Legal reserves		49,276			50,964
Retained earnings		6,431,682			6,639,104
Accumulated other comprehensive income (loss), net		(793,014	)		(608,583	)
Treasury stock, at cost 9,137,234 shares on Mar. 31, 2014 and 9,139,220 shares on Sep. 30, 2014		(26,149	)		(26,156	)

Total Honda Motor Co., Ltd. shareholders’ equity		5,918,979			6,312,513

Noncontrolling interests		194,419			204,258

Total equity		6,113,398			6,516,771

Commitments and contingent liabilities

Total liabilities and equity		15,622,031			16,472,558

- 17 -

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

Consolidated Statements of Income

For the three months ended September 30, 2013 and 2014


	Yen (millions)
	Three months ended Sep. 30, 2013			Three months ended Sep. 30, 2014
Net sales and other operating revenue		2,890,221			3,014,776
Operating costs and expenses:
Cost of sales		2,150,812			2,270,897
Selling, general and administrative		416,863			417,146
Research and development		151,095			162,291

		2,718,770			2,850,334

Operating income		171,451			164,442

Other income (expenses):
Interest income		5,928			6,457
Interest expense		(2,838	)		(4,386	)
Other, net		(8,954	)		13,352

		(5,864	)		15,423

Income before income taxes and equity in income of affiliates		165,587			179,865

Income tax expense:
Current		59,142			59,577
Deferred		10,288			(9,233	)

		69,430			50,344

Income before equity in income of affiliates		96,157			129,521
Equity in income of affiliates		31,686			22,751

Net income		127,843			152,272
Less: Net income attributable to noncontrolling interests		7,475			10,374

Net income attributable to Honda Motor Co., Ltd.		120,368			141,898


	Yen
Basic net income attributable to Honda Motor Co., Ltd. per common share		66.79			78.73

- 18 -

Consolidated Statements of Comprehensive Income

For the three months ended September 30, 2013 and 2014


	Yen (millions)
	Three months ended Sep. 30, 2013			Three months ended Sep. 30, 2014
Net income		127,843			152,272
Other comprehensive income (loss), net of tax:
Adjustments from foreign currency translation		(23,796	)		236,107
Unrealized gains (losses) on available-for-sale securities, net		9,756			1,695
Unrealized gains (losses) on derivative instruments, net		(241	)		—
Pension and other postretirement benefits adjustments		78,709			4,622

Other comprehensive income (loss), net of tax		64,428			242,424

Comprehensive income (loss)		192,271			394,696
Less: Comprehensive income attributable to noncontrolling interests		4,164			20,540

Comprehensive income (loss) attributable to Honda Motor Co., Ltd.		188,107			374,156

- 19 -

Consolidated Statements of Income

For the six months ended September 30, 2013 and 2014


	Yen (millions)
	Six months ended Sep. 30, 2013			Six months ended Sep. 30, 2014
Net sales and other operating revenue		5,724,316			6,003,055
Operating costs and expenses:
Cost of sales		4,275,221			4,509,159
Selling, general and administrative		799,924			825,986
Research and development		292,757			305,425

		5,367,902			5,640,570

Operating income		356,414			362,485

Other income (expenses):
Interest income		11,920			11,609
Interest expense		(5,812	)		(8,799	)
Other, net		(24,900	)		13,383

		(18,792	)		16,193

Income before income taxes and equity in income of affiliates		337,622			378,678

Income tax expense:
Current		103,008			138,144
Deferred		37,261			(6,004	)

		140,269			132,140

Income before equity in income of affiliates		197,353			246,538
Equity in income of affiliates		63,453			61,339

Net income		260,806			307,877
Less: Net income attributable to noncontrolling interests		17,939			19,467

Net income attributable to Honda Motor Co., Ltd.		242,867			288,410


	Yen
Basic net income attributable to Honda Motor Co., Ltd. per common share		134.75			160.02

- 20 -

Consolidated Statements of Comprehensive Income

For the six months ended September 30, 2013 and 2014


	Yen (millions)
	Six months ended Sep. 30, 2013		Six months ended Sep. 30, 2014
Net income		260,806		307,877
Other comprehensive income (loss), net of tax:
Adjustments from foreign currency translation		165,750		180,781
Unrealized gains (losses) on available-for-sale securities, net		18,450		9,979
Unrealized gains (losses) on derivative instruments, net		346		—
Pension and other postretirement benefits adjustments		81,394		(104	)

Other comprehensive income (loss), net of tax		265,940		190,656

Comprehensive income (loss)		526,746		498,533
Less: Comprehensive income attributable to noncontrolling interests		23,139		25,692

Comprehensive income (loss) attributable to Honda Motor Co., Ltd.		503,607		472,841

- 21 -

[3] Consolidated Statements of Cash Flows


	Yen (millions)
	Six months ended Sep. 30, 2013			Six months ended Sep. 30, 2014
Cash flows from operating activities:
Net income		260,806			307,877
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation excluding property on operating leases		216,736			235,389
Depreciation of property on operating leases		164,334			195,580
Deferred income taxes		37,261			(6,004	)
Equity in income of affiliates		(63,453	)		(61,339	)
Dividends from affiliates		8,060			19,743
Provision for credit and lease residual losses on finance subsidiaries-receivables		10,341			8,273
Impairment loss on property on operating leases		1,322			1,887
Loss (gain) on derivative instruments, net		(39,142	)		(2,959	)
Decrease (increase) in assets:
Trade accounts and notes receivable		99,663			117,890
Inventories		39,676			(44,031	)
Other current assets		22,522			3,199
Other assets		(7,883	)		(26,220	)
Increase (decrease) in liabilities:
Trade accounts and notes payable		(1,393	)		(24,587	)
Accrued expenses		(16,923	)		(19,663	)
Income taxes payable		(15,829	)		3,523
Other current liabilities		27,696			5,988
Other liabilities		(6,138	)		(2,332	)
Other, net		(66,154	)		(54,850	)

Net cash provided by operating activities		671,502			657,364

Cash flows from investing activities:
Increase in investments and advances		(23,411	)		(16,424	)
Decrease in investments and advances		25,214			16,131
Payments for purchases of available-for-sale securities		(27,590	)		(11,806	)
Proceeds from sales of available-for-sale securities		4,085			9,608
Payments for purchases of held-to-maturity securities		(58	)		(18,443	)
Proceeds from redemptions of held-to-maturity securities		1,753			20,862
Capital expenditures		(355,990	)		(350,158	)
Proceeds from sales of property, plant and equipment		14,588			28,098
Proceeds from insurance recoveries for damaged property, plant and equipment		6,800			—
Acquisitions of finance subsidiaries-receivables		(1,582,865	)		(1,287,722	)
Collections of finance subsidiaries-receivables		1,219,326			1,269,162
Purchases of operating lease assets		(582,206	)		(723,222	)
Proceeds from sales of operating lease assets		310,900			334,421
Other, net		—			328

Net cash used in investing activities		(989,454	)		(729,165	)

- 22 -

[3] Consolidated Statements of Cash Flows – continued


	Yen (millions)
	Six months ended Sep. 30, 2013			Six months ended Sep. 30, 2014
Cash flows from financing activities:
Proceeds from short-term debt		4,307,274			3,849,955
Repayments of short-term debt		(4,133,849	)		(3,680,867	)
Proceeds from long-term debt		821,199			607,425
Repayments of long-term debt		(688,583	)		(625,855	)
Dividends paid		(70,289	)		(79,300	)
Dividends paid to noncontrolling interests		(8,467	)		(13,070	)
Sales (purchases) of treasury stock, net		(10	)		(7	)
Other, net		(17,581	)		(24,303	)

Net cash provided by financing activities		209,694			33,978

Effect of exchange rate changes on cash and cash equivalents		34,413			31,614

Net change in cash and cash equivalents		(73,845	)		(6,209	)

Cash and cash equivalents at beginning of year		1,206,128			1,168,914

Cash and cash equivalents at end of the period		1,132,283			1,162,705

- 23 -

[4] Assumptions for Going Concern

None

[5] Significant changes in Honda Motor Co., Ltd. shareholders’ equity

None

- 24 -

[6] 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 components of Honda’s about 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 Honda’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, Sales and related services

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

Financial Services Business	Financial, insurance 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

(A) For the three months ended September 30, 2013


	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Power Product & Other Businesses			Segment Total		Reconciling Items			Consolidated
Net sales and other operating revenue:
External customers		418,089		2,229,004		170,016		73,112			2,890,221		—			2,890,221
Intersegment		—		4,186		2,567		2,839			9,592		(9,592	)		—

Total		418,089		2,233,190		172,583		75,951			2,899,813		(9,592	)		2,890,221

Segment income (loss)		45,542		80,153		46,585		(829	)		171,451		—			171,451

For the three months ended September 30, 2014

	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Power Product & Other Businesses			Segment Total		Reconciling Items			Consolidated
Net sales and other operating revenue:
External customers		438,369		2,310,402		192,982		73,023			3,014,776		—			3,014,776
Intersegment		—		6,089		2,665		2,415			11,169		(11,169	)		—

Total		438,369		2,316,491		195,647		75,438			3,025,945		(11,169	)		3,014,776

Segment income (loss)		38,130		79,149		48,250		(1,087	)		164,442		—			164,442

- 25 -

(B) As of and for the six months ended September 30, 2013


	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Power Product & Other Businesses		Segment Total		Reconciling Items			Consolidated
Net sales and other operating revenue:
External customers		814,959		4,425,595		335,412		148,350		5,724,316		—			5,724,316
Intersegment		—		8,590		5,159		5,557		19,306		(19,306	)		—

Total		814,959		4,434,185		340,571		153,907		5,743,622		(19,306	)		5,724,316

Segment income		88,124		176,530		91,228		532		356,414		—			356,414

Assets		1,220,606		5,906,273		7,404,632		334,588		14,866,099		(357,905	)		14,508,194
Depreciation and amortization		22,110		188,703		165,122		5,135		381,070		—			381,070
Capital expenditures		26,147		294,398		584,140		6,632		911,317		—			911,317
As of and for the six months ended September 30, 2014

	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Power Product & Other Businesses		Segment Total		Reconciling Items			Consolidated
Net sales and other operating revenue:
External customers		846,111		4,629,996		379,683		147,265		6,003,055		—			6,003,055
Intersegment		—		10,247		5,302		5,174		20,723		(20,723	)		—

Total		846,111		4,640,243		384,985		152,439		6,023,778		(20,723	)		6,003,055

Segment income		82,115		178,985		100,084		1,301		362,485		—			362,485

Assets		1,284,029		6,605,208		8,659,064		373,544		16,921,845		(449,287	)		16,472,558
Depreciation and amortization		23,820		204,804		197,060		5,285		430,969		—			430,969
Capital expenditures		21,093		297,268		725,022		4,235		1,047,618		—			1,047,618

Explanatory notes:

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

Unallocated corporate assets, included in reconciling items, amounted to JPY 300,860 million as of September 30, 2013 and JPY 281,684 million as of September 30, 2014 respectively, which consist primarily of cash and cash equivalents, available-for-sale securities and held-to-maturity securities held by the Company. Reconciling items also include elimination of intersegment transactions.

3.	Depreciation and amortization of Financial Services Business include JPY 164,334 million for the six months ended September 30, 2013 and JPY 195,580 million for the six months ended September 30, 2014, respectively, of depreciation of property on operating leases.

4.	Capital expenditure of Financial Services Business includes JPY 582,206 million for the six months ended September 30, 2013 and JPY 723,222 million for the six months ended September 30, 2014 respectively, of purchase of operating lease assets.

- 26 -

In addition to the disclosure required by U.S. GAAP, 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

(A) For the three months ended September 30, 2013


	Yen (millions)
	Japan		North America		Europe			Asia		Other Regions		Total		Reconciling Items			Consolidated
Net sales and other operating revenue:
External customers		505,002		1,384,716		154,810			568,889		276,804		2,890,221		—			2,890,221
Transfers between geographic areas		509,468		87,197		19,665			124,989		3,645		744,964		(744,964	)		—

Total		1,014,470		1,471,913		174,475			693,878		280,449		3,635,185		(744,964	)		2,890,221

Operating income (loss)		49,281		46,029		(13,574	)		60,020		18,651		160,407		11,044			171,451


For the three months ended September 30, 2014

	Yen (millions)
	Japan		North America		Europe			Asia		Other Regions		Total		Reconciling Items			Consolidated
Net sales and other operating revenue:
External customers		514,195		1,428,983		169,497			655,733		246,368		3,014,776		—			3,014,776
Transfers between geographic areas		461,328		83,255		15,344			133,272		655		693,854		(693,854	)		—

Total		975,523		1,512,238		184,841			789,005		247,023		3,708,630		(693,854	)		3,014,776

Operating income (loss)		59,891		38,921		(7,527	)		68,495		9,189		168,969		(4,527	)		164,442

- 27 -

(B) As of and for the six months ended September 30, 2013


	Yen (millions)
	Japan		North America		Europe			Asia		Other Regions		Total		Reconciling Items			Consolidated
Net sales and other operating revenue:
External customers		938,540		2,790,218		313,679			1,167,258		514,621		5,724,316		—			5,724,316
Transfers between geographic areas		1,051,814		183,003		36,778			233,363		6,547		1,511,505		(1,511,505	)		—

Total		1,990,354		2,973,221		350,457			1,400,621		521,168		7,235,821		(1,511,505	)		5,724,316

Operating income (loss)		111,468		117,887		(23,314	)		113,775		24,066		343,882		12,532			356,414

Assets		3,234,347		8,239,650		619,640			1,751,665		747,168		14,592,470		(84,276	)		14,508,194
Long-lived assets		1,210,069		2,735,896		128,953			489,710		154,364		4,718,992		—			4,718,992

As of and for the six months ended September 30, 2014

Yen (millions)

Japan

North
America

Europe

Asia

Other
Regions

Total

Reconciling
Items

Consolidated

Net sales and other operating revenue:

External customers

1,061,977

2,882,771

343,745

1,260,464

454,098

6,003,055

—

6,003,055

Transfers between geographic areas

901,505

175,061

35,689

261,970

1,189

1,375,414

(1,375,414

)

—

Total

1,963,482

3,057,832

379,434

1,522,434

455,287

7,378,469

(1,375,414

)

6,003,055

Operating income (loss)

122,040

106,434

(9,014

)

133,773

13,782

367,015

(4,530

)

362,485

Assets

3,510,627

9,530,735

643,254

2,159,892

765,941

16,610,449

(137,891

)

16,472,558

Long-lived assets

1,286,249

3,472,527

139,316

629,015

177,074

5,704,181

—

5,704,181

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

- 28 -

[7] Other

Impairment loss on investments in affiliates

For the three months ended September 30, 2014, Honda recognized impairment loss of JPY 15,901 million, on certain investments in affiliates which have quoted market values because of other-than-temporary decline in fair value below their carrying values. The fair values of the investments were based on quoted market price. The impairment loss is included in equity in income of affiliates in the accompanying consolidated statement of income.

- 29 -

[Translation]

October 28, 2014


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

Notice Concerning Revision of Forecasts for

Consolidated and Unconsolidated Financial Results of the Fiscal Year Ending March 31, 2015

Honda Motor Co., Ltd. (the “Company”) revised its forecasts for consolidated financial results of the fiscal year ending March 31, 2015 that were announced on July 29, 2014 and unconsolidated financial results of the fiscal year ending March 31, 2015 that were announced on April 25, 2014.

Particulars

Revision of Forecasts for Consolidated Financial Results of the Fiscal Year Ending March 31, 2015


	(Millions of Yen, except Basic net income attributable to Honda Motor Co., Ltd. per common share)
	Net sales and other operating revenue		Operating income		Income before income taxes and equity in income of affiliates		Net income attributable to Honda Motor Co., Ltd.		Basic net income attributable to Honda Motor Co., Ltd. per common share (Yen)
Forecast previously announced on July 29, 2014 (A)		12,800,000		770,000		755,000		600,000		332.91
Forecast revised on October 28, 2014 (B)		12,750,000		770,000		765,000		565,000		313.49
Change (B-A)		- 50,000		—		10,000		- 35,000		—
Percentage change (%)		- 0.4		—		1.3		- 5.8		—
(Reference) Results of the fiscal year ended March 31, 2014		11,842,451		750,281		728,940		574,107		318.54

Reason for Revision of Forecasts

Due mainly to decreased unit sales caused by changes in the business environment surrounding the Company, the Company has downwardly revised its forecast for net sales and other operating revenue of the fiscal year ending March 31, 2015 which was announced on July 29, 2014. On the other hand, due mainly to changes in foreign exchange effects, the Company has upwardly revised its forecast for income before income taxes and equity in income of affiliates of the fiscal year ending March 31, 2015 which was announced on July 29, 2014. However, due mainly to changes in the business environment surrounding the Company in some Asian countries, the Company expects a decrease in equity income of affiliates, and thus the Company has downwardly revised its forecast for net income attributable to Honda Motor Co., Ltd. of the fiscal year ending March 31, 2015 which was announced on July 29, 2014.

Revision of Forecasts for Unconsolidated Financial Results of the Fiscal Year Ending March 31, 2015


	(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 on April 25, 2014 (A)		3,640,000		140,000		355,000		280,000		155.36
Forecast revised on October 28, 2014 (B)		3,500,000		120,000		355,000		285,000		158.13
Change (B-A)		- 140,000		- 20,000		—		5,000		—
Percentage change (%)		- 3.8		- 14.3		—		1.8		—
(Reference) Results of the fiscal year ended March 31, 2014		3,488,369		125,604		345,920		262,928		145.89

Reason for Revision of Forecasts

Due mainly to decreased unit sales caused by changes in the business environment surrounding the Company, the Company has downwardly revised its forecasts for unconsolidated net sales and operating income of the fiscal year ending March 31, 2015 which were announced on April 25, 2014. On the other hand, due mainly to changes in the business of its affiliated companies in Japan, the Company has upwardly revised its forecast for net income of the fiscal year ending March 31, 2015 which was announced on April 25, 2014.

*	For more details, please refer to the Company’s investor relations website (URL http://world.honda.com/investors/).

These forecasts for consolidated and unconsolidated financial results of the Company 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 foreign exchange rates between the Japanese yen and the U.S. dollar, the Euro and other major currencies, as well as other factors detailed from time to time.

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents