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 APRIL 2015

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 April 28, 2015, Honda Motor Co., Ltd. (the “Company”) announced its consolidated financial results for the fiscal fourth quarter and the fiscal year ended March 31, 2015.

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: April 28, 2015

April 28, 2015

HONDA MOTOR CO., LTD. REPORTS

CONSOLIDATED FINANCIAL RESULTS

FOR THE FISCAL FOURTH QUARTER AND

THE FISCAL YEAR ENDED MARCH 31, 2015

Tokyo, April 28, 2015 — Honda Motor Co., Ltd. today announced its consolidated financial results for the fiscal fourth quarter and the fiscal year ended March 31, 2015.

Fourth Quarter Results

Honda’s consolidated net income attributable to Honda Motor Co., Ltd. for the fiscal fourth quarter ended March 31, 2015 totaled JPY 97.8 billion (USD 814 million), a decrease of 42.6% from the same period last year. Basic net income attributable to Honda Motor Co., Ltd. per common share for the quarter amounted to JPY 54.29 (USD 0.45), a decrease of JPY 40.32 (USD 0.34) from JPY 94.61 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 3,353.7 billion (USD 27,908 million), an increase of 8.3% from the same period last year, due primarily to increased revenue in motorcycle business operations, as well as favorable foreign currency translation effects, despite decreased revenue in automobile business operations.

Consolidated operating income for the quarter amounted to JPY 111.9 billion (USD 932 million), a decrease of 32.3% from the same period last year, due primarily to increased SG&A expenses including product warranty expenses as well as a decrease in sales volume and model mix, despite favorable foreign currency effects.

Consolidated income before income taxes and equity in income of affiliates for the quarter totaled JPY 116.8 billion (USD 972 million), a decrease of 33.1% from the same period last year.

Equity in income of affiliates amounted to JPY 36.6 billion (USD 305 million) for the quarter, a decrease of 1.9% from the corresponding period last year.

- 1 -

Business Segment

Motorcycle Business

For the three months ended March 31, 2014 and 2015


	Unit (Thousands)
	Honda Group Unit Sales								Consolidated Unit Sales
	Three months ended Mar. 31, 2014		Three months ended Mar. 31, 2015		Change		%		Three months ended Mar. 31, 2014		Three months ended Mar. 31 2015		Change		%
Motorcycle business		4,500		4,615		115		2.6		2,730		2,779		49		1.8
Japan		57		52		- 5		- 8.8		57		52		- 5		- 8.8
North America		83		85		2		2.4		83		85		2		2.4
Europe		49		53		4		8.2		49		53		4		8.2
Asia		3,843		4,041		198		5.2		2,073		2,205		132		6.4
Other Regions		468		384		- 84		- 17.9		468		384		- 84		- 17.9

With respect to Honda’s sales for the fiscal fourth quarter by business segment, in motorcycle business operations, revenue from sales to external customers increased 14.7%, to JPY 514.5 billion (USD 4,282 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 45.6 billion (USD 380 million), an increase of 6.2% from the same period last year, due primarily to an increase in sales volume and model mix, as well as favorable foreign currency effects, despite increased SG&A expenses.

Automobile Business

For the three months ended March 31, 2014 and 2015


	Unit (Thousands)
	Honda Group Unit Sales								Consolidated Unit Sales
	Three months ended Mar. 31, 2014		Three months ended Mar. 31, 2015		Change		%		Three months ended Mar. 31, 2014		Three months ended Mar. 31, 2015		Change		%
Automobile business		1,195		1,204		9		0.8		933		915		- 18		- 1.9
Japan		282		221		- 61		- 21.6		280		219		- 61		- 21.8
North America		386		397		11		2.8		386		397		11		2.8
Europe		51		48		- 3		- 5.9		51		48		- 3		- 5.9
Asia		405		464		59		14.6		145		177		32		22.1
Other Regions		71		74		3		4.2		71		74		3		4.2

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. 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 6.2%, to JPY 2,524.7 billion (USD 21,010 million) from the same period last year due mainly to favorable foreign currency translation effects, despite decreased consolidated unit sales. Operating income totaled JPY 20.8 billion (USD 173 million), a decrease of 71.5% from the same period last year, due primarily to increased SG&A expenses including product warranty expenses, as well as a decrease in sales volume and model mix, despite favorable foreign currency effects.

- 2 -

Financial Services Business

Revenue from customers in the financial services business operations increased 17.9%, to JPY 221.3 billion (USD 1,842 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 2.5% to JPY 50.0 billion (USD 416 million) from the same period last year due mainly to favorable foreign currency effects, despite an increase in costs related to lease residual values.

Power Product and Other Businesses

For the three months ended March 31, 2014 and 2015


	Unit (Thousands)
	Honda Group Unit Sales/Consolidated Unit Sales
	Three months ended Mar. 31, 2014		Three months ended Mar. 31, 2015
	Three months ended Mar. 31, 2014		Three months ended Mar. 31, 2015		Change		%
Power product business		1,990		2,057		67		3.4
Japan		95		102		7		7.4
North America		959		1,005		46		4.8
Europe		441		465		24		5.4
Asia		372		353		- 19		- 5.1
Other Regions		123		132		9		7.3

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 March 31, 2014 and for the three months ended March 31, 2015, 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 93.0 billion (USD 774 million), an increase of 12.5% from the same period last year, due mainly to increased consolidated power product unit sales as well as favorable foreign currency translation effects. Honda reported an operating loss of JPY 4.5 billion (USD 38 million), a decline of 5.0 billion (USD 42 million) from the same period last year, due mainly to increased expenses in other businesses, as well as unfavorable foreign currency effects.

- 3 -

Geographical Information

With respect to Honda’s sales for the fiscal fourth quarter by geographic segment, in Japan, revenue from domestic and export sales amounted to JPY 1,020.1 billion (USD 8,489 million), a decrease of 8.0% from the same period last year due mainly to decreased revenue in automobile business operations. Operating income totaled JPY 13.7 billion (USD 114 million), a decrease of 68.3% from the same period last year, due mainly to a decrease in sales volume and model mix, as well as increased SG&A expenses, despite favorable foreign currency effects.

In North America, revenue increased by 18.0%, to JPY 1,658.0 billion (USD 13,797 million) from the same period last year due mainly to increased revenue in automobile business operations, as well as favorable foreign currency translation effects. Operating income totaled JPY 11.6 billion (USD 97 million), a decrease of 72.1% from the same period last year due mainly to increased SG&A expenses including product warranty expenses, despite an increase in sales volume and model mix.

In Europe, revenue decreased by 19.3%, to JPY 196.9 billion (USD 1,639 million) from the same period last year due mainly to decreased revenue in automobile business operations, as well as unfavorable foreign currency translation effects. Honda reported an operating loss of JPY 5.7 billion (USD 48 million), a decline of JPY 20.6 billion (USD 172 million) from the same period last year due mainly to increased SG&A expenses, a decrease in sales volume and model mix, as well as unfavorable foreign currency effects.

In Asia, revenue increased by 24.7%, to JPY 933.1 billion (USD 7,765 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 30.9%, to JPY 70.7 billion (USD 589 million) from the same period last year due mainly to continuing cost reduction efforts, 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 Middle/Near East, Africa and Oceania, revenue decreased by 3.2%, to JPY 252.0 billion (USD 2,097 million) from the same period last year, mainly due to decreased revenue in motorcycle business operations, despite favorable foreign currency translation effects. Operating income totaled JPY 8.6 billion (USD 72 million), a decrease of 33.2% from the same period last year, mainly due to increased SG&A expenses, 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 120.17=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, 2015.

- 5 -

Fiscal Year Results

Honda’s consolidated net income attributable to Honda Motor Co., Ltd. for the fiscal year ended March 31, 2015 totaled JPY 522.7 billion, a decrease of 8.9% from the previous fiscal year. Basic net income attributable to Honda Motor Co., Ltd. per common share for the year amounted to JPY 290.06, a decrease of JPY 28.48 from JPY 318.54 for the previous fiscal year.

Consolidated net sales and other operating revenue for the year amounted to JPY 12,646.7 billion, an increase of 6.8% from the previous fiscal year, due primarily to increased revenue in motorcycle business operations, as well as favorable foreign currency translation effects.

Consolidated operating income for the year amounted to JPY 651.6 billion, a decrease of 13.1% from the previous fiscal year, due primarily to increased SG&A expenses including product warranty expenses, and 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 year totaled JPY 689.6 billion, a decrease of 5.4% from the previous fiscal year.

Equity in income of affiliates amounted to JPY 126.5 billion for the year, a decrease of 4.5% from the previous fiscal year.

- 6 -

Business Segment

Motorcycle Business

For the years ended March 31, 2014 and 2015


	Unit (Thousands)
	Honda Group Unit Sales								Consolidated Unit Sales
	Year ended Mar. 31, 2014		Year ended Mar. 31, 2015		Change		%		Year ended Mar. 31, 2014		Year ended Mar. 31, 2015		Change		%
Motorcycle business		17,021		17,765		744		4.4		10,343		10,742		399		3.9
Japan		226		199		- 27		- 11.9		226		199		- 27		- 11.9
North America		276		285		9		3.3		276		285		9		3.3
Europe		166		192		26		15.7		166		192		26		15.7
Asia		14,536		15,504		968		6.7		7,858		8,481		623		7.9
Other Regions		1,817		1,585		- 232		- 12.8		1,817		1,585		- 232		- 12.8

With respect to Honda’s sales for the fiscal year by business segment, in motorcycle business operations, revenue from sales to external customers increased 9.6%, to JPY 1,824.1 billion from the previous fiscal year, due mainly to increased consolidated unit sales, as well as favorable foreign currency translation effects. Operating income totaled JPY 181.3 billion, an increase of 9.5% from the previous fiscal year, due primarily to an increase in sales volume and model mix, as well as favorable foreign currency effects, despite increased SG&A expenses.

Automobile Business

For the years ended March 31, 2014 and 2015


	Unit (Thousands)
	Honda Group Unit Sales								Consolidated Unit Sales
	Year ended Mar. 31, 2014		Year ended Mar. 31, 2015		Change		%		Year ended Mar. 31, 2014		Year ended Mar. 31, 2015		Change		%
Automobile business		4,323		4,364		41		0.9		3,560		3,567		7		0.2
Japan		818		761		- 57		- 7.0		812		752		- 60		- 7.4
North America		1,757		1,746		- 11		- 0.6		1,757		1,746		- 11		- 0.6
Europe		169		167		- 2		- 1.2		169		167		- 2		- 1.2
Asia		1,286		1,425		139		10.8		529		637		108		20.4
Other Regions		293		265		- 28		- 9.6		293		265		- 28		- 9.6

In automobile business operations, revenue from sales to external customers increased 5.6%, to JPY 9,693.2 billion from the previous fiscal year due mainly to favorable foreign currency translation effects. Operating income totaled JPY 276.2 billion, a decrease of 31.6% from the previous fiscal year, due primarily to increased SG&A expenses including product warranty expenses and increased R&D expenses, despite continuing cost reduction efforts and favorable foreign currency effects.

- 7 -

Financial Services Business

Revenue from customers in the financial services business operations increased 16.7%, to JPY 814.4 billion from the previous fiscal year due mainly to an increase in revenue from operating leases and favorable foreign currency translation effects. Operating income increased 10.1% to JPY 201.1 billion from the previous fiscal year due mainly to increased revenue, as well as favorable foreign currency effects.

Power Product and Other Businesses

For the years ended March 31, 2014 and 2015


	Unit (Thousands)
	Honda Group Unit Sales/ Consolidated Unit Sales
	Year ended Mar. 31, 2014		Year ended Mar. 31, 2015		Change		%
Power product business		6,036		6,001		- 35		- 0.6
Japan		314		338		24		7.6
North America		2,718		2,698		- 20		- 0.7
Europe		1,032		1,093		61		5.9
Asia		1,500		1,403		- 97		- 6.5
Other Regions		472		469		- 3		- 0.6

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 year ended March 31, 2014 and for the year ended March 31, 2015, 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 314.8 billion, an increase of 3.5% from the previous fiscal year, due mainly to favorable foreign currency translation effects, despite decreased consolidated power product unit sales. Honda reported an operating loss of JPY 7.0 billion, a decline of JPY 5.2 billion from the previous fiscal year, due mainly to increased expenses in other businesses as well as unfavorable foreign currency effects.

- 8 -

Geographical Information

With respect to Honda’s sales for the fiscal year by geographic segment, in Japan, revenue from domestic and export sales amounted to JPY 3,937.4 billion, a decrease of 6.1% from the previous fiscal year due mainly to decreased revenue in automobile business operations. Operating income totaled JPY 177.8 billion, a decrease of 16.9% from the previous fiscal year due mainly to increased SG&A and R&D expenses, as well as a decrease in sales volume and model mix, despite favorable foreign currency effects.

In North America, revenue increased by 9.3%, to JPY 6,527.3 billion from the previous fiscal year due mainly to favorable foreign currency translation effects, despite decreased revenue in automobile business operations. Operating income totaled JPY 200.2 billion, a decrease of 31.2% from the previous fiscal year due mainly to increased SG&A expenses including product warranty expenses as well as a decrease in sales volume and model mix, despite continuing cost reduction efforts.

In Europe, revenue decreased by 4.4%, to JPY 740.9 billion from the previous fiscal year mainly due to decreased revenue in automobile business operations, despite increased revenue in motorcycle business operations as well as favorable foreign currency translation effects. Honda reported an operating loss of JPY 18.8 billion, a decline of JPY 1.6 billion from the previous fiscal year mainly due to unfavorable foreign currency effects, despite an increase in sales volume and model mix.

In Asia, revenue increased by 16.4%, to JPY 3,290.7 billion from the previous fiscal year mainly due to increased revenue in automobile and motorcycle business operations, as well as favorable foreign currency translation effects. Operating income increased by 27.5%, to JPY 277.9 billion from the previous fiscal 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 Near/Middle East, Africa and Oceania, revenue decreased by 8.0%, to JPY 943.6 billion from the previous fiscal year, mainly due to decreased revenue in automobile and motorcycle business operations, as well as unfavorable foreign currency translation effects. Operating income totaled JPY 35.4 billion, a decrease of 21.1% from the previous fiscal year mainly due to increased SG&A expenses as well as unfavorable foreign currency effects.

- 9 -

Forecasts for the Fiscal Year Ending March 31, 2016

Honda decided to voluntarily adopt IFRS for the Company’s consolidated financial statements for the year ending March 31, 2015 to be 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) for that fiscal year. Accordingly, the Company’s forecasts for the year ending March 31, 2016 are based on IFRS.

In regard to the forecasts of the financial results for the fiscal year ending March 31, 2016, Honda projects consolidated results to be as shown below:

Fiscal year ending March 31, 2016


	Yen (billions)				(Reference)
	FY2015 Results (U.S. GAAP)		FY2016 Forecast (IFRS)		FY2016 Forecast (U.S. GAAP)
Sales revenue		12,646.7		14,500.0		13,850.0
Operating profit		651.6		685.0		660.0
Profit before income taxes		689.6		805.0		650.0
Profit for the year attributable to owners of the parent		522.7		525.0		525.0

	Yen
Earnings per share attributable to owners of the parent		290.06		291.3		291.3

Note: 1

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 115 and JPY 125, respectively, for the full year ending March 31, 2016.

“Net sales and other operating revenue” in U.S. GAAP is stated as “Sales revenue”

“Net income attributable to Honda Motor Co., Ltd.” in U.S. GAAP is stated as “Profit for the year attributable to owners of the parent”

- 10 -

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, 2016 from the previous year are as follows.


	Yen (billions)
Revenue, model mix, etc.		167.3
Cost reduction, the effect of raw material cost fluctuations, etc.		60.0
SG&A expenses		- 90.0
R&D expenses		- 44.0
Currency effect		- 85.0
Fair value of derivative instruments		- 17.0
Others		- 30.9
GAAP difference		155.0

Profit before income taxes compared with fiscal year 2015		115.4

The GAAP difference in the forecasts of profit before income taxes for the fiscal year ending March 31, 2016, due to adoption of IFRS, are as follows.


	Yen (billions)
Capitalized development cost		50.0
Post-employment benefits		- 23.0
Translation of Equity in income of affiliates		135.0
Others		- 7.0

GAAP difference		155.0

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.

- 11 -

Consolidated Statements of Balance Sheets for the Fiscal Year Ended March 31, 2015

Total assets increased by JPY 2,453.3 billion, to JPY 18,075.3 billion from March 31, 2014, mainly due to increases in Property on operating lease, Cash and cash equivalents and Property, plant and equipment, as well as foreign currency translation effects. Total liabilities increased by JPY 1,602.5 billion, to JPY 11,111.1 billion from March 31, 2014, mainly due to an increase in Short-term debt and Long-term debt excluding current portion, as well as foreign currency translation effects. Total equity increased by JPY 850.8 billion, to JPY 6,964.2 billion from March 31, 2014 due mainly to increased Retained earnings attributable to net income, as well as foreign currency translation effects.

- 12 -

Consolidated Statements of Cash Flow for the Fiscal Year Ended March 31, 2015

Consolidated cash and cash equivalents on March 31, 2015 increased by JPY 297.6 billion from March 31, 2014, to JPY 1,466.5 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 1,419.2 billion for the fiscal year ended March 31, 2015. Cash inflows from operating activities increased by JPY 190.0 billion compared with the previous fiscal year due mainly to an increase in cash received from customers as a result of increased unit sales, despite increased payments for parts and raw materials.

Cash flow from investing activities

Net cash used in investing activities amounted to JPY 1,252.1 billion. Cash outflows from investing activities decreased by JPY 456.5 billion compared with the previous fiscal year, due mainly to a decrease in acquisitions of finance subsidiaries-receivables as well as an increase in collections 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 30.3 billion. Cash inflows from financing activities decreased by JPY 340.1 billion compared with 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.

- 13 -

Supplemental information for cash flows


	FY2014 Year-end		FY2015 Year-end
Shareholders’ equity ratio (%)		37.9		37.2
Shareholders’ equity ratio on a market price basis (%)		41.9		38.9
Repayment period (years)		4.8		4.8
Interest coverage ratio		16.0		16.6

•

Shareholders’ equity ratio: Honda Motor Co., Ltd. shareholders’ equity / total assets

•

Shareholders’ equity 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.	Cash flows from operating activities are obtained from the consolidated statement of cash flows.

3.	Interest bearing debt represents Honda’s outstanding debts with interest payments, which are included on the consolidated balance sheets.

4.	“Shareholders’ equity ratio” is calculated based on “total Honda Motor Co., Ltd. shareholders’ equity”.

- 14 -

Profit Redistribution Policy and Dividend per Share of Common Stock for the fiscal years 2015 and 2016

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 our 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 will also acquire its own shares at the optimal timing 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 net income attributable to Honda Motor Co., Ltd.) 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, 2015. As a result, total cash dividends for the year ended March 31, 2015, 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, an increase of JPY 6 per share from the annual dividends paid for the year ended March 31, 2014.

Also, please note that the year-end cash dividends for the year ended March 31, 2015 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, 2016. As a result, total cash dividends for the year ending March 31, 2016 are expected to be JPY 88 per share.

- 15 -

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 and creativity and 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 department of development, purchasing, production, sales and service, 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. Honda will also continue its efforts to conduct research on experimental technologies for the future.

- 16 -

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. 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. Honda will reinforce and continue to advance its contribution to traffic safety in motorized societies in Japan and 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. Honda has now set a target to reduce CO₂ emissions from its global products by 30% by 2020 compared to year 2000 levels. Honda will strengthen its efforts to realize reductions in CO₂ emissions through its entire corporate activities including production and its supply chain. Furthermore, Honda will strengthen its efforts in advancing technologies in the area of total energy management, to reduce CO₂ emissions from 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.

- 17 -

Basic Rationale for Selection of Accounting Standards

The Company decided to voluntarily adopt IFRS for the Company’s consolidated financial statements for the year ending March 31, 2015 to be 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.

- 18 -

Consolidated Financial Summary

For the three months and the year ended March 31, 2014 and 2015

Financial Highlights

Yen (millions)

Three months
ended
Mar. 31, 2014

Three months
ended
Mar. 31, 2015

Year ended
Mar. 31, 2014

Year ended
Mar. 31, 2015

Net sales and other operating revenue

3,097,246

3,353,728

11,842,451

12,646,747

Operating income

165,293

111,940

750,281

651,678

Income before income taxes and equity in income of affiliates

174,706

116,816

728,940

689,609

Net income attributable to Honda Motor Co., Ltd.

170,508

97,838

574,107

522,764

Yen

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

94.61

54.29

318.54

290.06

U.S. Dollar (millions)

Three months
ended
Mar. 31, 2015

Year ended
Mar. 31, 2015

Net sales and other operating revenue

27,908

105,240

Operating income

932

5,423

Income before income taxes and equity in income of affiliates

972

5,739

Net income attributable to Honda Motor Co., Ltd.

814

4,350

U.S. Dollar

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

0.45

2.41

- 19 -

[1] Consolidated Balance Sheets


	Yen (millions)
	Mar. 31, 2014		Mar. 31, 2015
Assets
Current assets:
Cash and cash equivalents		1,168,914		1,466,525
Trade accounts and notes receivable		1,158,671		1,211,219
Finance subsidiaries-receivables, net		1,464,215		1,645,570
Inventories		1,302,895		1,486,177
Deferred income taxes		202,123		195,254
Other current assets		474,448		607,161

Total current assets		5,771,266		6,611,906

Finance subsidiaries-receivables, net		3,317,553		3,558,931

Investments and advances:
Investments in and advances to affiliates		564,266		660,301
Other, including marketable equity securities		253,661		285,633

Total investments and advances		817,927		945,934


Property on operating leases:
Vehicles		2,718,131		3,628,128
Less accumulated depreciation		481,410		628,643

Net property on operating leases		2,236,721		2,999,485


Property, plant and equipment, at cost:
Land		521,806		541,088
Buildings		1,895,140		2,113,307
Machinery and equipment		4,384,255		5,035,280
Construction in progress		339,093		366,547

		7,140,294		8,056,222
Less accumulated depreciation and amortization		4,321,862		4,843,364

Net property, plant and equipment		2,818,432		3,212,858

Other assets		660,132		746,249

Total assets		15,622,031		18,075,363

- 20 -

[1] Consolidated Balance Sheets – continued


	Yen (millions)
	Mar. 31, 2014			Mar. 31, 2015
Liabilities and Equity
Current liabilities:
Short-term debt		1,319,344			1,592,881
Current portion of long-term debt		1,303,464			1,264,149
Trade payables:
Notes		28,501			42,535
Accounts		1,071,179			1,171,085
Accrued expenses		626,503			728,927
Income taxes payable		43,085			52,306
Other current liabilities		319,253			436,601

Total current liabilities		4,711,329			5,288,484

Long-term debt, excluding current portion		3,234,066			3,933,860
Other liabilities		1,563,238			1,888,816

Total liabilities		9,508,633			11,111,160

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 Mar. 31, 2015		86,067			86,067
Capital surplus		171,117			171,118
Legal reserves		49,276			55,125
Retained earnings		6,431,682			6,789,996
Accumulated other comprehensive income (loss), net		(793,014	)		(349,691	)
Treasury stock, at cost 9,137,234 shares on Mar. 31, 2014 and 9,141,504 shares on Mar. 31, 2015		(26,149	)		(26,165	)

Total Honda Motor Co., Ltd. shareholders’ equity		5,918,979			6,726,450

Noncontrolling interests		194,419			237,753

Total equity		6,113,398			6,964,203

Commitments and contingent liabilities

Total liabilities and equity		15,622,031			18,075,363

- 21 -

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

Consolidated Statements of Income

For the three months ended March 31, 2014 and 2015


	Yen (millions)
	Three months ended Mar. 31, 2014			Three months ended Mar. 31, 2015
Net sales and other operating revenue		3,097,246			3,353,728
Operating costs and expenses:
Cost of sales		2,277,016			2,497,304
Selling, general and administrative		471,084			555,078
Research and development		183,853			189,406

		2,931,953			3,241,788

Operating income		165,293			111,940


Other income (expenses):
Interest income		6,486			7,311
Interest expense		(3,042	)		(3,003	)
Other, net		5,969			568

		9,413			4,876

Income before income taxes and equity in income of affiliates		174,706			116,816

Income tax expense:
Current		38,709			61,385
Deferred		(6,427	)		(17,365	)

		32,282			44,020

Income before equity in income of affiliates		142,424			72,796
Equity in income of affiliates		37,387			36,669

Net income		179,811			109,465
Less: Net income attributable to noncontrolling interests		9,303			11,627

Net income attributable to Honda Motor Co., Ltd.		170,508			97,838


	Yen
Basic net income attributable to Honda Motor Co., Ltd. per common share		94.61			54.29

- 22 -

Consolidated Statements of Comprehensive Income

For the three months ended March 31, 2014 and 2015


	Yen (millions)
	Three months ended Mar. 31, 2014			Three months ended Mar. 31, 2015
Net income		179,811			109,465
Other comprehensive income (loss), net of tax:
Adjustments from foreign currency translation		(22,465	)		(3,545	)
Unrealized gains (losses) on available-for-sale securities, net		(7,395	)		5,183
Unrealized gains (losses) on derivative instruments, net		478			—
Pension and other postretirement benefits adjustments		38,420			(115,822	)

Other comprehensive income (loss), net of tax		9,038			(114,184	)

Comprehensive income (loss)		188,849			(4,719	)
Less: Comprehensive income attributable to noncontrolling interests		12,813			12,055

Comprehensive income (loss) attributable to Honda Motor Co., Ltd.		176,036			(16,774	)

- 23 -

Consolidated Statements of Income

For the years ended March 31, 2014 and 2015


	Yen (millions)
	Year ended Mar. 31, 2014			Year ended Mar. 31, 2015
Net sales and other operating revenue		11,842,451			12,646,747
Operating costs and expenses:
Cost of sales		8,761,083			9,451,965
Selling, general and administrative		1,696,957			1,880,494
Research and development		634,130			662,610

		11,092,170			11,995,069

Operating income		750,281			651,678

Other income (expenses):
Interest income		24,026			25,622
Interest expense		(12,703	)		(16,598	)
Other, net		(32,664	)		28,907

		(21,341	)		37,931

Income before income taxes and equity in income of affiliates		728,940			689,609

Income tax expense:
Current		207,236			175,609
Deferred		45,426			74,638

		252,662			250,247

Income before equity in income of affiliates		476,278			439,362
Equity in income of affiliates		132,471			126,570

Net income		608,749			565,932
Less: Net income attributable to noncontrolling interests		34,642			43,168

Net income attributable to Honda Motor Co., Ltd.		574,107			522,764


	Yen
Basic net income attributable to Honda Motor Co., Ltd. per common share		318.54			290.06

- 24 -

Consolidated Statements of Comprehensive Income

For the years ended March 31, 2014 and 2015


	Yen (millions)
	Year ended Mar. 31, 2014		Year ended Mar. 31, 2015
Net income		608,749		565,932
Other comprehensive income (loss), net of tax:
Adjustments from foreign currency translation		333,659		561,014
Unrealized gains (losses) on available-for-sale securities, net		15,252		18,917
Unrealized gains (losses) on derivative instruments, net		237		—
Pension and other postretirement benefits adjustments		107,718		(114,764	)

Other comprehensive income (loss), net of tax		456,866		465,167

Comprehensive income (loss)		1,065,615		1,031,099
Less: Comprehensive income attributable to noncontrolling interests		47,730		65,012

Comprehensive income (loss) attributable to Honda Motor Co., Ltd.		1,017,885		966,087

- 25 -

[3] Consolidated Statements of Changes in Equity


	Yen (millions)
	Common stock		Capital surplus		Legal reserves		Retained earnings			Accumulated other comprehensive income (loss), net			Treasury stock			Honda Motor Co., Ltd. shareholders’ equity			Noncontrolling interests			Total equity
Balances as of March 31, 2013		86,067		171,117		47,583		6,001,649			(1,236,792	)		(26,124	)		5,043,500			161,923			5,205,423

Transfer to legal reserves						1,693		(1,693	)								—						—
Dividends paid to Honda Motor Co., Ltd. Shareholders								(142,381	)								(142,381	)					(142,381	)
Dividends paid to noncontrolling interests																				(9,677	)		(9,677	)
Capital transactions and others																				(5,557	)		(5,557	)

Comprehensive income (loss):
Net income								574,107									574,107			34,642			608,749
Other comprehensive income (loss), net of tax
Adjustments from foreign currency translation											320,424						320,424			13,235			333,659
Unrealized gains (losses) on available-for-sale securities, net											15,219						15,219			33			15,252
Unrealized gains (losses) on derivative instruments, net											237						237						237
Pension and other postretirement benefits adjustments											107,898						107,898			(180	)		107,718

Total comprehensive income (loss)																	1,017,885			47,730			1,065,615

Purchase of treasury stock														(26	)		(26	)					(26	)
Reissuance of treasury stock														1			1						1

Balance at March 31, 2014		86,067		171,117		49,276		6,431,682			(793,014	)		(26,149	)		5,918,979			194,419			6,113,398

Transfer to legal reserves						5,849		(5,849	)								—						—
Dividends paid to Honda Motor Co., Ltd. shareholders								(158,601	)								(158,601	)					(158,601	)
Dividends paid to noncontrolling interests																				(18,756	)		(18,756	)
Capital transactions and others				1													1			(2,922	)		(2,921	)

Comprehensive income (loss):
Net income								522,764									522,764			43,168			565,932
Other comprehensive income (loss), net of tax
Adjustments from foreign currency translation											539,223						539,223			21,791			561,014
Unrealized gains (losses) on available-for-sale securities, net											18,866						18,866			51			18,917
Unrealized gains (losses) on derivative instruments, net
Pension and other postretirement benefits adjustments											(114,766	)					(114,766	)		2			(114,764	)

Total comprehensive income (loss)																	966,087			65,012			1,031,099

Purchase of treasury stock														(17	)		(17	)					(17	)
Reissuance of treasury stock														1			1						1

Balance at March 31, 2015		86,067		171,118		55,125		6,789,996			(349,691	)		(26,165	)		6,726,450			237,753			6,964,203

- 26 -

[4] Consolidated Statements of Cash Flows


	Yen (millions)
	Year ended Mar. 31, 2014			Year ended Mar. 31, 2015
Cash flows from operating activities:
Net income		608,749			565,932
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation excluding property on operating leases		442,318			490,375
Depreciation of property on operating leases		352,402			435,484
Deferred income taxes		45,426			74,638
Equity in income of affiliates		(132,471	)		(126,570	)
Dividends from affiliates		98,955			103,935
Provision for credit and lease residual losses on finance subsidiaries-receivables		18,904			18,710
Impairment loss on property on operating leases		3,301			4,077
Loss (gain) on derivative instruments, net		(39,376	)		(4,997	)
Decrease (increase) in assets:
Trade accounts and notes receivable		(92,638	)		17,666
Inventories		(2,901	)		(68,046	)
Other current assets		(7,363	)		(101,576	)
Other assets		(59,816	)		(61,634	)
Increase (decrease) in liabilities:
Trade accounts and notes payable		70,988			45,023
Accrued expenses		49,718			60,716
Income taxes payable		(8,688	)		4,462
Other current liabilities		31,404			58,793
Other liabilities		(53,815	)		10,074
Other, net		(95,906	)		(107,845	)

Net cash provided by operating activities		1,229,191			1,419,217

Cash flows from investing activities:
Increase in investments and advances		(45,617	)		(39,274	)
Decrease in investments and advances		58,243			37,706
Payments for purchases of available-for-sale securities		(44,459	)		(34,856	)
Proceeds from sales of available-for-sale securities		14,501			38,429
Payments for purchases of held-to-maturity securities		(20,771	)		(37,208	)
Proceeds from redemptions of held-to-maturity securities		3,358			43,920
Proceeds from sales of subsidiaries, net of cash and cash equivalents disposal		9,129			—
Proceeds from sales of investments in affiliates		5,363			—
Capital expenditures		(774,006	)		(722,742	)
Proceeds from sales of property, plant and equipment		34,069			53,209
Proceeds from insurance recoveries for damaged property, plant and equipment		6,800			—
Acquisitions of finance subsidiaries-receivables		(2,792,774	)		(2,406,056	)
Collections of finance subsidiaries-receivables		2,354,029			2,588,527
Purchases of operating lease assets		(1,127,840	)		(1,470,850	)
Proceeds from sales of operating lease assets		611,317			696,713
Other, net		(86	)		328

Net cash used in investing activities		(1,708,744	)		(1,252,154	)

- 27 -

[4] Consolidated Statements of Cash Flows – continued


	Yen (millions)
	Year ended Mar. 31, 2014			Year ended Mar. 31, 2015
Cash flows from financing activities:
Proceeds from short-term debt		8,559,288			8,707,569
Repayments of short-term debt		(8,563,616	)		(8,579,722	)
Proceeds from long-term debt		1,588,826			1,505,105
Repayments of long-term debt		(1,039,595	)		(1,370,621	)
Dividends paid		(142,381	)		(158,601	)
Dividends paid to noncontrolling interests		(9,677	)		(18,441	)
Sales (purchases) of treasury stock, net		(25	)		(16	)
Other, net		(22,265	)		(54,875	)

Net cash provided by financing activities		370,555			30,398

Effect of exchange rate changes on cash and cash equivalents		71,784			100,150

Net change in cash and cash equivalents		(37,214	)		297,611

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

Cash and cash equivalents at end of the period		1,168,914			1,466,525

- 28 -

[5] Assumptions for Going Concern

None

[6] Significant Accounting Policies:

1.	Consolidated subsidiaries

Number of consolidated subsidiaries: 363

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: 86

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

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

3.	Changes of consolidated subsidiaries and affiliated companies

Consolidated subsidiaries:

Newly formed consolidated subsidiaries: 10; Honda Vietnam Power Products Co., Ltd., etc.

Reduced through reorganization: 12; Honda Soltec Co., Ltd., etc.

Affiliated companies:

Newly formed affiliated companies: 5; Nippon Charge Service, LLC, etc.

Reduced through reorganization: 2

The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, since the Company has listed its American Depositary Shares on the New York Stock Exchange and files reports with the U.S. Securities and Exchange Commission.

The average exchange rates for the three months ended March 31, 2015 were JPY 119.09 = USD 1 and JPY 134.18 = EUR 1. The average exchange rates for the same period last year were JPY 102.78 = USD 1 and JPY 140.79 = EUR 1. The average exchange rates for the fiscal year ended March 31, 2015 were JPY 109.93 = USD 1 and JPY 138.77 = EUR 1 as compared with JPY 100.24 = USD 1 and JPY 134.37= EUR 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 120.17 = 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, 2015.

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

- 29 -

[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 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 March 31, 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		448,523		2,378,267		187,757		82,699		3,097,246		—			3,097,246
Intersegment		—		4,766		2,654		2,963		10,383		(10,383	)		—

Total		448,523		2,383,033		190,411		85,662		3,107,629		(10,383	)		3,097,246
Cost of sales, SG&A and R&D expenses		405,562		2,310,104		141,592		85,078		2,942,336		(10,383	)		2,931,953

Segment income (loss)		42,961		72,929		48,819		584		165,293		—			165,293

For the three months ended March 31, 2015

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

514,536

2,524,770

221,382

93,040

3,353,728

—

3,353,728

Intersegment

—

9,417

3,896

2,357

15,670

(15,670

)

—

Total

514,536

2,534,187

225,278

95,397

3,369,398

(15,670

)

3,353,728

Cost of sales, SG&A and R&D expenses

468,915

2,513,382

175,253

99,908

3,257,458

(15,670

)

3,241,788

Segment income (loss)

45,621

20,805

50,025

(4,511

)

111,940

—

111,940

- 30 -

(B) As of and for the year ended March 31, 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		1,663,631		9,176,360		698,185		304,275			11,842,451		—			11,842,451
Intersegment		—		18,569		10,403		13,900			42,872		(42,872	)		—

Total		1,663,631		9,194,929		708,588		318,175			11,885,323		(42,872	)		11,842,451
Cost of sales, SG&A and R&D expenses		1,498,026		8,791,228		525,832		319,956			11,135,042		(42,872	)		11,092,170

Segment income (loss)		165,605		403,701		182,756		(1,781	)		750,281		—			750,281

Segment assets		1,264,903		6,398,580		7,980,989		346,177			15,990,649		(368,618	)		15,622,031
Depreciation and amortization		46,038		383,325		354,704		10,653			794,720		—			794,720
Capital expenditures		57,702		705,696		1,131,761		14,708			1,909,867		—			1,909,867

As of and for the year ended March 31, 2015

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

1,824,126

9,693,294

814,484

314,843

12,646,747

—

12,646,747

Intersegment

—

30,303

12,109

12,831

55,243

(55,243

)

—

Total

1,824,126

9,723,597

826,593

327,674

12,701,990

(55,243

)

12,646,747

Cost of sales, SG&A and R&D expenses

1,642,807

9,447,364

625,411

334,730

12,050,312

(55,243

)

11,995,069

Segment income (loss)

181,319

276,233

201,182

(7,056

)

651,678

—

651,678

Segment assets

1,478,849

7,208,350

9,340,984

303,621

18,331,804

(256,441

)

18,075,363

Depreciation and amortization

50,719

426,362

437,676

11,102

925,859

—

925,859

Capital expenditures

67,429

631,226

1,474,453

12,244

2,185,352

—

2,185,352

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 294,819 million as of March 31, 2014 and JPY 339,888 million as of March 31, 2015 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 352,402 million for the year ended March 31, 2014 and JPY 435,484 million for the year ended March 31, 2015, respectively, of depreciation of property on operating leases.

4.	Capital expenditure of Financial Services Business includes JPY 1,127,840 million for the year ended March 31, 2014 and JPY 1,470,850 million for the year ended March 31, 2015 respectively, of purchase of operating lease assets.

- 31 -

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 March 31, 2014


	Yen (millions)
	Japan		North America		Europe			Asia		Other Regions		Total		Reconciling Items			Consolidated
Net sales and other operating revenue:
External customers		690,805		1,319,179		209,395			620,273		257,594		3,097,246		—			3,097,246
Transfers between geographic areas		418,317		86,167		34,656			128,021		2,753		669,914		(669,914	)		—

Total		1,109,122		1,405,346		244,051			748,294		260,347		3,767,160		(669,914	)		3,097,246
Cost of sales, SG&A and R&D expenses		1,065,862		1,363,456		229,111			694,230		247,423		3,600,082		(668,129	)		2,931,953

Operating income (loss)		43,260		41,890		14,940			54,064		12,924		167,078		(1,785	)		165,293


For the three months ended March 31, 2015

	Yen (millions)
	Japan		North America		Europe			Asia		Other Regions		Total		Reconciling Items			Consolidated
Net sales and other operating revenue:
External customers		583,729		1,582,013		183,948			752,848		251,190		3,353,728		—			3,353,728
Transfers between geographic areas		436,423		75,989		13,016			180,314		860		706,602		(706,602	)		—

Total		1,020,152		1,658,002		196,964			933,162		252,050		4,060,330		(706,602	)		3,353,728
Cost of sales, SG&A and R&D expenses		1,006,431		1,646,310		202,713			862,376		243,417		3,961,247		(719,459	)		3,241,788

Operating income (loss)		13,721		11,692		(5,749	)		70,786		8,633		99,083		12,857			111,940

- 32 -

(B) As of and for the year ended March 31, 2014


	Yen (millions)
	Japan		North America		Europe			Asia		Other Regions		Total		Reconciling Items			Consolidated
Net sales and other operating revenue:
External customers		2,216,735		5,595,981		676,502			2,340,100		1,013,133		11,842,451		—			11,842,451
Transfers between geographic areas		1,975,544		374,018		98,766			486,823		12,368		2,947,519		(2,947,519	)		—

Total		4,192,279		5,969,999		775,268			2,826,923		1,025,501		14,789,970		(2,947,519	)		11,842,451
Cost of sales, SG&A and R&D expenses		3,978,185		5,679,094		792,393			2,609,023		980,600		14,039,295		(2,947,125	)		11,092,170

Operating income (loss)		214,094		290,905		(17,125	)		217,900		44,901		750,675		(394	)		750,281

Assets		3,442,746		8,825,278		709,469			1,996,929		767,225		15,741,647		(119,616	)		15,622,031
Long-lived assets		1,280,071		3,025,095		133,061			588,413		171,429		5,198,069		—			5,198,069

As of and for the year ended March 31, 2015

	Yen (millions)
	Japan		North America		Europe			Asia		Other Regions		Total		Reconciling Items			Consolidated
Net sales and other operating revenue:
External customers		2,147,221		6,191,768		673,199			2,694,141		940,418		12,646,747		—			12,646,747
Transfers between geographic areas		1,790,265		335,618		67,729			596,611		3,246		2,793,469		(2,793,469	)		—

Total		3,937,486		6,527,386		740,928			3,290,752		943,664		15,440,216		(2,793,469	)		12,646,747
Cost of sales, SG&A and R&D expenses		3,759,626		6,327,127		759,751			3,012,848		908,243		14,767,595		(2,772,526	)		11,995,069

Operating income (loss)		177,860		200,259		(18,823	)		277,904		35,421		672,621		(20,943	)		651,678

Assets		3,712,632		10,546,949		685,374			2,507,636		771,310		18,223,901		(148,538	)		18,075,363
Long-lived assets		1,326,835		4,000,885		133,391			726,199		196,601		6,383,911		—			6,383,911

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.

- 33 -

[8] Notes to information about per common share

Honda Motor Co., Ltd. shareholders’ equity per common share and basic net income attributable to Honda Motor Co., Ltd. per common share are as follows:


	(Yen)
	Mar. 31, 2014		Mar. 31, 2015
Honda Motor Co., Ltd. shareholders’ equity per common share		3,284.14		3,732.17
Basic net income attributable to Honda Motor Co., Ltd. per common share		318.54		290.06

Honda Motor Co., Ltd. shareholders’ equity per common share has been computed by dividing Honda Motor Co., Ltd. shareholders’ equity by the number of shares outstanding at the end of each period. The number of common shares, at the end of the year ended March 31, 2014 and 2015 were 1,802,291,196 and 1,802,286,926, respectively.

Basic net income attributable to Honda Motor Co., Ltd. per common share has been computed by dividing net income attributable to Honda Motor Co., Ltd. by the weighted average number of shares outstanding during each period. The weighted average number of shares outstanding for the year ended March 31, 2014 and 2015 were 1,802,294,383 and 1,802,289,321, respectively. There were no potentially dilutive shares issued during the years ended March 31, 2014 or 2015.

[9] Other

1. Impact of the plan amendment and curtailment in consolidated subsidiaries on the Company’s consolidated financial position and results of operations

In September 2013, certain consolidated subsidiaries in North America amended their defined benefit pension plans, effective January 1, 2014.

This plan amendment resulted in a reduction of the projected benefit obligation and recognition of the prior service benefit at the date of the plan amendment which is amortized over the average remaining service period from the date of the plan amendment. The consolidated subsidiaries also remeasured their projected benefit obligation and the fair value of related plan assets at the date of the plan amendment. The effects of the plan amendment and the remeasurement are recorded in other comprehensive income (loss), net of tax during the three months ended September 30, 2013.

Following this plan amendment, certain employees elected to move to the defined contribution pension plan in October 2013, resulting in a curtailment in the defined benefit pension plans. As a result, Honda recognized JPY 21,368 million of the prior service benefit included in accumulated other comprehensive income (loss) as a curtailment gain, of which JPY 15,407 million is included in cost of sales and JPY 5,961 million is included in selling, general and administrative expense in the accompanying consolidated statements of income for the three months ended December 31, 2013. The consolidated subsidiaries also remeasured their projected benefit obligation and the fair value of plan assets in the defined benefit pension plans at the date of the curtailment. The effect of the remeasurement is recorded in other comprehensive income (loss), net of tax during the three months ended December 31, 2013.

2. Impairment loss on investments in affiliates

For the nine months ended December 31, 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. For the three months ended December 31, 2014, Honda did not recognize any significant impairment losses.

- 34 -

3. Loss related to defects of airbag inflators

Honda is expanding warranty programs with regard to the product recalls and SIC (Safety Improvement Campaign) related to defects of airbag inflators.

Honda recognizes an accrued warranty liability for specific warranty costs we deem probable and which can be reasonably estimated related to the product recalls and SIC.

In the North America, various lawsuits related to the above mentioned product recalls and SIC have been filed against Honda. Honda recognizes an accrued liability for loss contingencies when it is probable that an obligation has incurred and the amount of loss can be reasonably estimated. Regarding the above, Honda does not recognize an accrued liability for loss contingencies because the conditions have not been met as of the date of this report. Also, it is not possible to reasonably estimate the amount of a possible future loss at this time.

4. Income taxes

On March 31, 2015, 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 will be changed to approximately 33% for fiscal years beginning on or after April 1, 2015 and to approximately 32% 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. As a result, net of deferred tax assets decreased JPY 9,170 million, and income tax expense increased JPY 9,170 million, as of the enactment date of the laws.

[10] Significant Subsequent Events

None

- 35 -

[1] Unconsolidated Balance Sheets


	Yen (millions)
	Mar. 31, 2014			Mar. 31, 2015
Assets
Current assets
Cash and bank deposits		118,083			54,297
Accounts receivable		443,469			479,309
Securities		68,558			160,000
Finished goods		82,503			138,923
Work in process		41,930			40,270
Raw materials and supplies		33,155			31,207
Prepaid expenses		10,964			11,996
Deferred income taxes		89,329			84,026
Others		127,093			154,861
Allowance for doubtful accounts		(1,638	)		(859	)

Total current assets		1,013,451			1,154,033

Fixed assets
Tangible fixed assets
Buildings		275,936			276,009
Structures		37,903			38,859
Machinery and equipment		131,758			138,711
Vehicles		5,803			5,598
Tools, furniture and fixtures		24,755			24,776
Land		344,998			347,082
Lease assets		2,339			2,432
Construction in progress		15,820			15,929

Total tangible fixed assets		839,315			849,399

Intangible assets
Software		56,527			72,053
Lease assets		15			11
Others		2,541			2,501

Total intangible assets		59,084			74,566

Investments and other assets
Investment securities		108,060			125,565
Investment securities–subsidiaries and affiliates		418,757			389,081
Investments in capital of subsidiaries and affiliates		93,065			93,476
Long-term loans receivable		3,252			2,441
Deferred income taxes		66,747			59,062
Others		28,851			21,340
Allowance for doubtful accounts		(9,133	)		(1,513	)

Total investments and other assets		709,601			689,454

Total fixed assets		1,608,002			1,613,421

Total assets		2,621,454			2,767,455

- 36 -

[1] Unconsolidated Balance Sheets – continued


	Yen (millions)
	Mar. 31, 2014			Mar. 31, 2015
Liabilities
Current liabilities
Notes payable–trade		463			357
Electronically recorded obligations-operating		1,997			14,012
Accounts payable		306,496			234,550
Short-term loans payable		19,741			30,718
Lease debt		822			950
Other payables		71,239			105,241
Accrued expenses		79,328			75,002
Income taxes payable		3,887			3,086
Advances received		4,292			6,290
Deposits received		3,509			3,451
Deferred revenue		128			61
Current portion of accrued product warranty		32,341			65,467
Accrued employees’ bonuses		29,232			29,416
Accrued directors’ bonuses		221			278
Accrued operating officers’ bonuses		492			421
Others		2,512			2,333

Total current liabilities		556,707			571,639

Non-current liabilities
Long-term loans payable		102			80
Lease debt		1,680			1,694
Accrued product warranty		32,813			30,499
Accrued employees’ retirement benefits		124,542			169,206
Others		10,400			9,813

Total non-current liabilities		169,538			211,294

Total liabilities		726,245			782,933

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

Total capital surplus		170,314			170,314

Retained earnings
Legal reserves		21,516			21,516
Other retained earnings
General reserve		1,256,300			1,322,300
Reserve for special depreciation		985			1,077
Reserve for reduction of acquisition cost of fixed assets		16,025			16,715
Earnings to be carried forward		325,301			331,232

Total retained earnings		1,620,128			1,692,842

Treasury stock		(26,247	)		(26,263	)

Total stockholders’ equity		1,850,263			1,922,960

Difference of appreciation and conversion
Net unrealized gains on securities		44,945			61,560

Total difference of appreciation and conversion		44,945			61,560

Total net assets		1,895,208			1,984,521

Total liabilities and net assets		2,621,454			2,767,455

- 37 -

[2] Unconsolidated Statements of Income


	Yen (millions)
	Year ended Mar. 31, 2014		Year ended Mar. 31, 2015
Net sales		3,488,369		3,331,187
Cost of sales		2,385,631		2,154,246

Gross profit		1,102,738		1,176,940

Selling, general and administrative expenses		977,133		1,080,597

Operating income		125,604		96,343

Non-operating income
Interest and dividend income		233,952		217,933
Foreign exchange profit		—		20,579
Others		30,703		30,727

Total non-operating income		264,655		269,240

Non-operating expenses
Interest expense		108		76
Depreciation		10,012		10,319
Expenses for rental assets		5,109		4,664
Foreign exchange loss		24,814		—
Others		4,294		2,890

Total non-operating expenses		44,339		17,951

Ordinary income		345,920		347,632

Extraordinary income
Gain on sales of non-current assets		600		474
Gain on sales of investment securities		1,570		4,138
Gain on sales of investment securities-subsidiaries and affiliates		14,728		—
Gain on liquidation of subsidiaries and affiliates		—		2,885
Settlement received		—		8,233
Others		251		1,147

Total extraordinary income		17,150		16,879

Extraordinary losses
Loss on disposal of fixed assets		3,939		3,077
Loss on devaluation of investment securities–subsidiaries and affiliates		18,572		29,771
Others		2,374		164

Total extraordinary losses		24,887		33,013

Income before income taxes		338,183		331,498

Income taxes-current		39,006		40,038
Income taxes-deferred		36,249		26,772

Total income tax		75,255		66,811

Net income		262,928		264,686

- 38 -

[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, 2013		86,067		170,313		—		170,313		21,516		1,243,300		1,199			16,276
Cumulative effects of changes in accounting policies
Restated balance		86,067		170,313		—		170,313		21,516		1,243,300		1,199			16,276
Changes of items during the period
Provision of general reserve												13,000
Provision of reserve for special depreciation														361
Reversal of reserve for special depreciation														(576	)
Provision of reserve for reduction entry																	126
Reversal of reserve for reduction entry																	(377	)
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		—		13,000		(214	)		(251	)

Balance at March 31, 2014		86,067		170,313		0		170,314		21,516		1,256,300		985			16,025

- 39 -


	Stockholders’ equity												Valuation and translation adjustments							Total net assets
	Retained earnings						Treasury stock			Total stockholders’ equity			Valuation difference on available-for-sale security		Deferred gains or losses on hedges			Total valuation and translation adjustments
	Other retained earnings			Total retained earnings
	Retained earnings brought forward			Total retained earnings
Balance at March 31, 2013		217,288			1,499,582			(26,222	)		1,729,740			33,977		(237	)		33,740		1,763,480
Cumulative effects of changes in accounting policies		—			—						—										—
Restated balance		217,288			1,499,582			(26,222	)		1,729,740			33,977		(237	)		33,740		1,763,480
Changes of items during the period
Provision of general reserve		(13,000	)		—						—										—
Provision of reserve for special depreciation		(361	)		—						—										—
Reversal of reserve for special depreciation		576			—						—										—
Provision of reserve for reduction entry		(126	)		—						—										—
Reversal of reserve for reduction entry		377			—						—										—
Dividends from surplus		(142,381	)		(142,381	)					(142,381	)									(142,381	)
Net income		262,928			262,928						262,928										262,928
Purchase of treasury stock								(26	)		(26	)									(26	)
Disposal of treasury stock		—			—			1			2										2
Net changes of items other than shareholders’ equity														10,967		237			11,204		11,204

Total changes of items during the period		108,012			120,546			(24	)		120,522			10,967		237			11,204		131,727

Balance at March 31, 2014		325,301			1,620,128			(26,247	)		1,850,263			44,945		—			44,945		1,895,208

- 40 -


	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 shareholder’s 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

- 41 -


	Stockholders’ equity												Valuation and translation adjustments						Total net assets
	Retained earnings						Treasury stock			Total stock-holders’ equity			Valuation difference on available-for-sale security		Deferred gains or losses on hedges		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

[4] Significant Subsequent Events

None

- 42 -