No.1-7628

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF MAY 2017

COMMISSION FILE NUMBER: 1-07628

HONDA GIKEN KOGYO KABUSHIKI KAISHA

(Name of registrant)

HONDA MOTOR CO., LTD.

(Translation of registrant’s name into English)

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

(Address of principal executive offices)

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

Form 20-F  ☒    Form 40-F  ☐

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

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

Contents

Exhibit 1:

Exhibit 2:

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/ Eiji Fujimura

Eiji Fujimura

General Manager

Finance Division

Honda Motor Co., Ltd.

Date: May 8, 2017

April 28, 2017

HONDA MOTOR CO., LTD. REPORTS

CONSOLIDATED FINANCIAL RESULTS

FOR THE FISCAL FOURTH QUARTER AND

THE FISCAL YEAR ENDED MARCH 31, 2017

Tokyo, April 28, 2017 — Honda Motor Co., Ltd. today announced its consolidated financial results for the fiscal fourth quarter and the fiscal year ended March 31, 2017.

Fourth Quarter Results

Honda’s consolidated profit for the period attributable to owners of the parent for the fiscal fourth quarter ended March 31, 2017 totaled JPY 95.9 billion (USD 855 million), an increase of JPY 189.4 billion (USD 1,688 million) from the same period last year. Earnings per share attributable to owners of the parent for the quarter amounted to JPY 53.24 (USD 0.47), an increase of JPY 105.09 (USD 0.94) from loss per share attributable to owners of the parent for the corresponding period last year, when it amounted to JPY 51.85. One Honda American Depository Share represents one common share.

Consolidated sales revenue for the quarter amounted to JPY 3,763.4 billion (USD 33,545 million), an increase of 2.9% from the same period last year, due primarily to increased sales revenue in financial services business and automobile business operations.

Consolidated operating profit for the quarter amounted to JPY 138.1 billion (USD 1,231 million), an increase of JPY 201.9 billion (USD 1,800 million) from the same period last year, due primarily to decreased SG&A expenses, including quality related expenses and continuing cost reduction efforts, despite increased R&D expenses and unfavorable foreign currency effects.

Share of profit of investments accounted for using the equity method for the quarter amounted to JPY 48.5 billion (USD 433 million) for the quarter, an increase of 479.0% from the corresponding period last year.

Consolidated profit before income taxes for the quarter totaled JPY 186.9 billion (USD 1,667 million), an increase of JPY 245.6 billion (USD 2,190 million) from the corresponding period last year.

Explanatory note:

United States dollar amounts have been translated from yen solely for the convenience of the reader at the rate of JPY 112.19=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, 2017.

—1—

Fiscal Year Results

Honda’s consolidated profit for the period attributable to owners of the parent for the fiscal year ended March 31, 2017 totaled JPY 616.5 billion, an increase of 79.0% from the previous fiscal year. Earnings per share attributable to owners of the parent for the year amounted to JPY 342.1, an increase of JPY 150.94 from JPY 191.16 for the previous fiscal year.

Consolidated sales revenue for the year amounted to JPY 13,999.2 billion, a decrease of 4.1% from the previous fiscal year, due primarily to decreased revenue from unfavorable foreign currency effects, despite increased consolidated unit sales in all business operations as well as increased sales revenue in financial services business.

Consolidated operating profit for the year amounted to JPY 840.7 billion, an increase of 67.0% from the previous fiscal year, due primarily to decreased SG&A expenses, including quality related expenses, continuing cost reduction efforts, an increase in sales revenue and model mix and the impact of pension accounting treatment, despite increased R&D expenses and unfavorable foreign currency translation effects.

Share of profit of investments accounted for using the equity method for the year amounted to JPY 164.7 billion, an increase of 30.8% from the previous fiscal year.

Consolidated profit before income taxes for the year totaled JPY 1,006.9 billion, an increase of 58.5% from the previous fiscal year.

—2—

Consolidated Statements of Financial Position for the Fiscal Year Ended March 31, 2017

Total assets increased by JPY 728.8 billion, to JPY 18,958.1 billion from March 31, 2016, mainly due to an increase in Equipment on operating lease and Cash and cash equivalents, despite a decrease in foreign currency translation effects. Total liabilities increased by JPY 190.9 billion, to JPY 11,388.4 billion from March 31, 2016, mainly due to increased Financial liabilities and Deferred tax liabilities, despite decreased Provision and Retirement benefit liabilities. Total equity increased by JPY 537.8 billion, to JPY 7,569.6 billion from March 31, 2016 due mainly to an increase in Retained earnings.

—3—

Consolidated Statements of Cash Flow for the Fiscal Year Ended March 31, 2017

Consolidated cash and cash equivalents on March 31, 2017 increased by JPY 348.5 billion from March 31, 2016, to JPY 2,105.9 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 885.0 billion for the fiscal year ended March 31, 2017. Cash inflows from operating activities decreased by JPY 505.9 billion compared with the previous fiscal year due mainly to a decrease in cash received from customers, including foreign currency translation effects.

Cash flow from investing activities

Net cash used in investing activities amounted to JPY 650.6 billion. Cash outflows from investing activities decreased by JPY 224.4 billion compared with the previous fiscal year, due mainly to a decrease in Payments for additions to property, plant and equipment.

Cash flow from financing activities

Net cash provided by financing activities amounted to JPY 115.4 billion. Cash inflows from financing activities increased by JPY 210.7 billion compared with the previous fiscal year, due mainly to a decrease in repayments of financing liabilities.

—4—

Forecasts for the Fiscal Year Ending March 31, 2018

In regard to the forecasts of the financial results for the fiscal year ending March 31, 2018, Honda projects consolidated results to be as shown below:

Fiscal year ending March 31, 2018

	Yen (billions)		Changes from FY2017
Sales revenue		14,200.0		+ 1.4	%
Operating profit		705.0		- 16.1	%
Profit before income taxes		875.0		- 13.1	%
Profit for the year attributable to owners of the parent		530.0		- 14.0	%
	Yen
Earnings per share attributable to owners of the parent
Basic and diluted		294.07

Note: The forecasts are based on the assumption that the average exchange rates for the Japanese yen to the U.S. dollar will be JPY 105 for the full year ending March 31, 2018.

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, 2018 from the previous year are as follows.

	Yen (billions)
Revenue, model mix, etc.		+ 59.3
Cost reduction, the effect of raw material cost fluctuations, etc.		+ 75.0
SG&A expenses		- 37.0
R&D expenses		- 54.0
Currency effect		- 95.0
The impact of pension accounting treatment		- 84.0
Operating profit compared with fiscal year 2017		- 135.7
Share of profit of investments accounted for using the equity method		+ 10.2
Finance income and finance costs		- 6.4
Profit before income taxes compared with fiscal year 2017		- 131.9

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

—5—

Dividend per Share of Common Stock

The Company plans to distribute year-end cash dividends of JPY 24 per share for the fiscal year ended March 31, 2017. As a result, total cash dividends for the fiscal year ended March 31, 2017, 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 24, are planned to be JPY 92 per share. Also, please note that the year-end cash dividends for the fiscal year ended March 31, 2017 is a matter to be resolved at the ordinary general meeting of shareholders.

The Company expects to distribute quarterly cash dividends of JPY 24 per share for each quarter for the fiscal year ending March 31, 2018. As a result, total cash dividends for the fiscal year ending March 31, 2018 are expected to be JPY 96 per share.

—6—

Basic Rationale for Selection of Accounting Standards

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

—7—

Consolidated Financial Summary

For the three months and the years ended March 31, 2016 and 2017

Financial Highlights

	Yen (millions)
	Three months ended Mar. 31, 2016			Three months ended Mar. 31, 2017		Year ended Mar. 31, 2016		Year ended Mar. 31, 2017
Sales revenue		3,657,889			3,763,434		14,601,151		13,999,200
Operating profit (loss)		(63,831	)		138,102		503,376		840,711
Profit (loss) before income taxes		(58,706	)		186,993		635,450		1,006,986
Profit (loss) for the period attributable to owners of the parent		(93,444	)		95,959		344,531		616,569
	Yen
Earnings (loss) per share attributable to owners of the parent
Basic and diluted		(51.85	)		53.24		191.16		342.10
	U.S. Dollar (millions)
				Three months ended Mar. 31, 2017				Year ended Mar. 31, 2017
Sales revenue					33,545				124,781
Operating profit (loss)					1,231				7,494
Profit (loss) before income taxes					1,667				8,976
Profit (loss) for the period attributable to owners of the parent					855				5,496
	U.S. Dollar
Earnings (loss) per share attributable to owners of the parent					0.47				3.05
Basic and diluted

—8—

[1] Consolidated Statements of Financial Position

	Yen (millions)
	Mar. 31, 2016			Mar. 31, 2017
Assets
Current assets:
Cash and cash equivalents		1,757,456			2,105,976
Trade receivables		826,714			764,026
Receivables from financial services		1,926,014			1,878,938
Other financial assets		103,035			149,427
Inventories		1,313,292			1,364,130
Other current assets		315,115			292,970
Total current assets		6,241,626			6,555,467
Non-current assets:
Investments accounted for using the equity method		593,002			597,262
Receivables from financial services		3,082,054			3,070,615
Other financial assets		335,203			364,612
Equipment on operating leases		3,678,111			4,104,663
Property, plant and equipment		3,139,564			3,200,378
Intangible assets		824,939			778,192
Deferred tax assets		180,828			121,509
Other non-current assets		153,967			165,425
Total non-current assets		11,987,668			12,402,656
Total assets		18,229,294			18,958,123
Liabilities and Equity
Current liabilities:
Trade payables		1,128,041			1,183,344
Financing liabilities		2,789,620			2,786,928
Accrued expenses		384,614			417,736
Other financial liabilities		89,809			119,784
Income taxes payable		45,872			45,507
Provisions		513,232			348,095
Other current liabilities		519,163			527,448
Total current liabilities		5,470,351			5,428,842
Non-current liabilities:
Financing liabilities		3,736,628			4,022,190
Other financial liabilities		47,755			47,241
Retirement benefit liabilities		660,279			494,131
Provisions		264,978			248,935
Deferred tax liabilities		789,830			900,450
Other non-current liabilities		227,685			246,708
Total non-current liabilities		5,727,155			5,959,655
Total liabilities		11,197,506			11,388,497
Equity:
Common stock		86,067			86,067
Capital surplus		171,118			171,118
Treasury stock		(26,178	)		(26,189	)
Retained earnings		6,194,311			6,712,894
Other components of equity		336,115			351,406
Equity attributable to owners of the parent		6,761,433			7,295,296
Non-controlling interests		270,355			274,330
Total equity		7,031,788			7,569,626
Total liabilities and equity		18,229,294			18,958,123

—9—

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

Consolidated Statements of Income

For the three months ended March 31, 2016 and 2017

	Yen (millions)
	Three months ended Mar. 31, 2016			Three months ended Mar. 31, 2017
Sales revenue		3,657,889			3,763,434
Operating costs and expenses:
Cost of sales		(2,828,442	)		(2,928,589	)
Selling, general and administrative		(698,152	)		(474,572	)
Research and development		(195,126	)		(222,171	)
Total operating costs and expenses		(3,721,720	)		(3,625,332	)
Operating profit (loss)		(63,831	)		138,102
Share of profit of investments accounted for using the equity method		8,390			48,581
Finance income and finance costs:
Interest income		7,156			9,250
Interest expense		(4,608	)		(3,687	)
Other, net		(5,813	)		(5,253	)
Total finance income and finance costs		(3,265	)		310
Profit (loss) before income taxes		(58,706	)		186,993
Income tax expense		(20,274	)		(75,681	)
Profit (loss) for the period		(78,980	)		111,312
Profit (loss) for the period attributable to:
Owners of the parent		(93,444	)		95,959
Non-controlling interests		14,464			15,353
	Yen
Earnings (loss) per share attributable to owners of the parent
Basic and diluted		(51.85	)		53.24

—10—

Consolidated Statements of Comprehensive Income

For the three months ended March 31, 2016 and 2017

	Yen (millions)
	Three months ended Mar. 31, 2016			Three months ended Mar. 31, 2017
Profit (loss) for the period		(78,980	)		111,312
Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans		(70,709	)		46,593
Net changes in revaluation of financial assets measured at fair value through other comprehensive income		(13,494	)		4,665
Share of other comprehensive income of investments accounted for using the equity method		(955	)		1,619
Items that may be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations		(244,618	)		(127,471	)
Share of other comprehensive income of investments accounted for using the equity method		(18,139	)		9,444
Total other comprehensive income, net of tax		(347,915	)		(65,150	)
Comprehensive income for the period		(426,895	)		46,162
Comprehensive income for the period attributable to:
Owners of the parent		(436,212	)		34,820
Non-controlling interests		9,317			11,342

—11—

Consolidated Statements of Income

For the years ended March 31, 2016 and 2017

	Yen (millions)
	Year ended Mar. 31,  2016			Year ended Mar. 31, 2017
Sales revenue		14,601,151			13,999,200
Operating costs and expenses:
Cost of sales		(11,332,399	)		(10,865,848	)
Selling, general and administrative		(2,108,874	)		(1,601,212	)
Research and development		(656,502	)		(691,429	)
Total operating costs and expenses		(14,097,775	)		(13,158,489	)
Operating profit		503,376			840,711
Share of profit of investments accounted for using the equity method		126,001			164,793
Finance income and finance costs:
Interest income		28,468			32,389
Interest expense		(18,146	)		(12,471	)
Other, net		(4,249	)		(18,436	)
Total finance income and finance costs		6,073			1,482
Profit before income taxes		635,450			1,006,986
Income tax expense		(229,092	)		(327,592	)
Profit for the year		406,358			679,394
Profit for the year attributable to:
Owners of the parent		344,531			616,569
Non-controlling interests		61,827			62,825
	Yen
Earnings per share attributable to owners of the parent
Basic and diluted		191.16			342.10

—12—

Consolidated Statements of Comprehensive Income

For the years ended March 31, 2016 and 2017

	Yen (millions)
	Year ended Mar. 31, 2016			Year ended Mar. 31, 2017
Profit for the year		406,358			679,394
Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans		(70,709	)		58,154
Net changes in revaluation of financial assets measured at fair value through other comprehensive income		(15,797	)		22,707
Share of other comprehensive income of investments accounted for using the equity method		(1,274	)		3,262
Items that may be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations		(430,152	)		8,064
Share of other comprehensive income of investments accounted for using the equity method		(36,591	)		(22,644	)
Total other comprehensive income, net of tax		(554,523	)		69,543
Comprehensive income for the year		(148,165	)		748,937
Comprehensive income for the year attributable to:
Owners of the parent		(188,580	)		696,079
Non-controlling interests		40,415			52,858

—13—

[3] Consolidated Statements of Changes in Equity

	Yen (millions)
	Equity attributable to owners of the parent
	Common stock		Capital surplus		Treasury stock			Retained earnings			Other components of equity			Total			Non- controlling interests			Total equity
Balance as of April 1, 2015		86,067		171,118		(26,165	)		6,083,573			794,034			7,108,627			274,194			7,382,821
Comprehensive income for the year
Profit for the year									344,531						344,531			61,827			406,358
Other comprehensive income, net of tax												(533,111	)		(533,111	)		(21,412	)		(554,523	)
Total comprehensive income for the year									344,531			(533,111	)		(188,580	)		40,415			(148,165	)
Reclassification to retained earnings									(75,192	)		75,192			—						—
Transactions with owners and other
Dividends paid									(158,601	)					(158,601	)		(40,525	)		(199,126	)
Purchases of treasury stock						(14	)								(14	)					(14	)
Disposal of treasury stock						1									1						1
Equity transactions and others																		(3,729	)		(3,729	)
Total transactions with owners and other						(13	)		(158,601	)					(158,614	)		(44,254	)		(202,868	)
Balance as of March 31, 2016		86,067		171,118		(26,178	)		6,194,311			336,115			6,761,433			270,355			7,031,788
Comprehensive income for the year
Profit for the year									616,569						616,569			62,825			679,394
Other comprehensive income, net of tax												79,510			79,510			(9,967	)		69,543
Total comprehensive income for the year									616,569			79,510			696,079			52,858			748,937
Reclassification to retained earnings									64,219			(64,219	)		—						—
Transactions with owners and other
Dividends paid									(162,205	)					(162,205	)		(47,716	)		(209,921	)
Purchases of treasury stock						(12	)								(12	)					(12	)
Disposal of treasury stock						1									1						1
Equity transactions and others																		(1,167	)		(1,167	)
Total transactions with owners and other						(11	)		(162,205	)					(162,216	)		(48,883	)		(211,099	)
Balance as of March 31, 2017		86,067		171,118		(26,189	)		6,712,894			351,406			7,295,296			274,330			7,569,626

—14—

[4] Consolidated Statements of Cash Flows

	Yen (millions)
	Year ended Mar. 31, 2016			Year ended Mar. 31, 2017
Cash flows from operating activities:
Profit before income taxes		635,450			1,006,986
Depreciation, amortization and impairment losses excluding equipment on operating leases		660,714			674,329
Share of profit of investments accounted for using the equity method		(126,001	)		(164,793	)
Finance income and finance costs, net		(982	)		(55,911	)
Interest income and interest costs from financial services, net		(151,374	)		(119,953	)
Changes in assets and liabilities
Trade receivables		(88,173	)		49,217
Inventories		66,405			(72,144	)
Trade payables		105,189			12,999
Accrued expenses		32,151			50,339
Provisions and retirement benefit liabilities		329,391			(252,837	)
Receivables from financial services		354,353			40,525
Equipment on operating leases		(558,826	)		(435,503	)
Other assets and liabilities		20,765			71,940
Other, net		4,851			998
Dividends received		105,477			121,770
Interest received		233,873			220,947
Interest paid		(92,355	)		(99,607	)
Income taxes paid, net of refunds		(139,913	)		(164,229	)
Net cash provided by (used in) operating activities		1,390,995			885,073
Cash flows from investing activities:
Payments for additions to property, plant and equipment		(635,176	)		(494,132	)
Payments for additions to and internally developed intangible assets		(236,783	)		(143,320	)
Proceeds from sales of property, plant and equipment and intangible assets		25,617			18,710
Payments for acquisitions of subsidiaries, net of cash and cash equivalents acquired		—			(2,835	)
Payments for acquisitions of investments accounted for using the equity method		(3,238	)		(547	)
Proceeds from sales of investments accounted for using the equity method		3,237			16,208
Payments for acquisitions of other financial assets		(173,761	)		(222,464	)
Proceeds from sales and redemptions of other financial assets		145,414			177,762
Other, net		(387	)		—
Net cash provided by (used in) investing activities		(875,077	)		(650,618	)
Cash flows from financing activities:
Proceeds from short-term financing liabilities		8,302,231			8,207,530
Repayments of short-term financing liabilities		(8,708,320	)		(8,129,295	)
Proceeds from long-term financing liabilities		1,826,991			1,902,448
Repayments of long-term financing liabilities		(1,267,290	)		(1,622,603	)
Dividends paid to owners of the parent		(158,601	)		(162,205	)
Dividends paid to non-controlling interests		(40,331	)		(35,059	)
Purchases and sales of treasury stock, net		(13	)		(11	)
Other, net		(49,966	)		(45,382	)
Net cash provided by (used in) financing activities		(95,299	)		115,423
Effect of exchange rate changes on cash and cash equivalents		(134,893	)		(1,358	)
Net change in cash and cash equivalents		285,726			348,520
Cash and cash equivalents at beginning of year		1,471,730			1,757,456
Cash and cash equivalents at end of year		1,757,456			2,105,976

—15—

[5] Assumptions for Going Concern

None

—16—

[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 the components of Honda for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The accounting policies used for these reportable segments are consistent with the accounting policies used in the Company’s consolidated financial statements.

Principal products and services, and functions of each segment are as follows:

Segment	Principal products and services	Functions
Motorcycle Business	Motorcycles, all-terrain vehicles (ATVs) and relevant parts	Research & Development, Manufacturing, and Sales and related services
Automobile Business	Automobiles and relevant parts	Research & Development, Manufacturing, and Sales and related services
Financial Services Business	Financial services	Retail loan and lease related to Honda products, and Others
Power Product and Other Businesses	Power products and relevant parts, and others	Research & Development, Manufacturing Sales and related services, and Others

1. Segment information based on products and services

For the three months ended March 31, 2016

	Yen (millions)
	Motorcycle Business		Automobile Business			Financial Services Business		Power Product and  Other Businesses			Segment Total			Reconciling Items			Consolidated
Sales revenue:
External customers		437,253		2,675,374			455,337		89,925			3,657,889			—			3,657,889
Intersegment		—		46,129			4,495		3,766			54,390			(54,390	)		—
Total		437,253		2,721,503			459,832		93,691			3,712,279			(54,390	)		3,657,889
Segment profit (loss)		27,628		(114,738	)		43,555		(20,276	)		(63,831	)		—			(63,831	)

For the three months ended March 31, 2017

	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Power Product and Other Businesses			Segment Total		Reconciling Items			Consolidated
Sales revenue:
External customers		453,755		2,691,069		517,716		100,894			3,763,434		—			3,763,434
Intersegment		—		55,669		3,437		13,987			73,093		(73,093	)		—
Total		453,755		2,746,738		521,153		114,881			3,836,527		(73,093	)		3,763,434
Segment profit (loss)		38,158		54,983		47,740		(2,779	)		138,102		—			138,102

—17—

As of and for the year ended March 31, 2016

	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Power Product and  Other Businesses			Segment Total		Reconciling Items			Consolidated
Sales revenue:
External customers		1,805,429		10,625,405		1,835,605		334,712			14,601,151		—			14,601,151
Intersegment		—		142,280		14,095		17,532			173,907		(173,907	)		—
Total		1,805,429		10,767,685		1,849,700		352,244			14,775,058		(173,907	)		14,601,151
Segment profit (loss)		181,773		153,366		199,358		(31,121	)		503,376		—			503,376
Segment assets		1,412,404		7,493,086		9,071,874		333,586			18,310,950		(81,656	)		18,229,294
Depreciation and amortization		76,267		564,631		622,874		13,770			1,277,542		—			1,277,542
Capital expenditures		73,541		796,209		1,972,647		18,251			2,860,648		—			2,860,648
As of and for the year ended March 31, 2017
	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Power Product and  Other Businesses			Segment Total		Reconciling Items			Consolidated
Sales revenue:
External customers		1,716,165		10,086,816		1,878,094		318,125			13,999,200		—			13,999,200
Intersegment		—		169,850		13,188		31,567			214,605		(214,605	)		—
Total		1,716,165		10,256,666		1,891,282		349,692			14,213,805		(214,605	)		13,999,200
Segment profit (loss)		170,740		501,181		178,449		(9,659	)		840,711		—			840,711
Segment assets		1,505,637		7,543,388		9,437,044		312,303			18,798,372		159,751			18,958,123
Depreciation and amortization		79,398		576,546		664,940		14,544			1,335,428		—			1,335,428
Capital expenditures		66,241		607,629		1,886,607		12,272			2,572,749		—			2,572,749

Explanatory notes:

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

2. Unallocated corporate assets, included in reconciling items, amounted to JPY 451,387 million as of March 31, 2016 and JPY 530,809 million as of March 31, 2017 respectively, which consist primarily of cash and cash equivalents and financial assets measured at fair value through other comprehensive income.

—18—

In addition to the disclosure required by IFRS, Honda provides the following supplemental information in order to provide financial statements users with useful information:

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

For the three months ended March 31, 2016

	Yen (millions)
	Japan			North America		Europe		Asia		Other Regions			Total			Reconciling Items			Consolidated
Sales revenue:
External customers		559,558			1,990,033		213,880		731,388		163,030			3,657,889			—			3,657,889
Inter-geographic areas		437,672			112,576		15,914		109,735		450			676,347			(676,347	)		—
Total		997,230			2,102,609		229,794		841,123		163,480			4,334,236			(676,347	)		3,657,889
Operating profit (loss)		(180,480	)		26,468		21,874		65,701		(19,736	)		(86,173	)		22,342			(63,831	)
For the three months ended March 31, 2017
	Yen (millions)
	Japan			North America		Europe		Asia		Other Regions			Total			Reconciling Items			Consolidated
Sales revenue:
External customers		585,438			1,983,504		194,485		800,607		199,400			3,763,434			—			3,763,434
Inter-geographic areas		491,560			150,578		62,911		145,713		404			851,166			(851,166	)		—
Total		1,076,998			2,134,082		257,396		946,320		199,804			4,614,600			(851,166	)		3,763,434
Operating profit (loss)		(41,889	)		105,571		15,403		67,767		2,026			148,878			(10,776	)		138,102

—19—

As of and for the year ended March 31, 2016

	Yen (millions)
	Japan			North America		Europe		Asia		Other Regions			Total		Reconciling Items			Consolidated
Sales revenue:
External customers		2,022,931			8,123,655		693,255		2,955,690		805,620			14,601,151		—			14,601,151
Inter-geographic areas		1,905,654			413,427		82,782		579,683		3,032			2,984,578		(2,984,578	)		—
Total		3,928,585			8,537,082		776,037		3,535,373		808,652			17,585,729		(2,984,578	)		14,601,151
Operating profit (loss)		(98,714	)		210,862		18,747		335,508		(8,322	)		458,081		45,295			503,376
Assets		4,258,071			10,240,942		719,561		2,467,481		603,754			18,289,809		(60,515	)		18,229,294
Non-current assets other than financial instruments and deferred tax assets		2,426,439			4,364,808		118,992		713,968		172,374			7,796,581		—			7,796,581
As of and for the year ended March 31, 2017
	Yen (millions)
	Japan			North America		Europe		Asia		Other Regions			Total		Reconciling Items			Consolidated
Sales revenue:
External customers		2,114,833			7,621,550		638,436		2,893,404		730,977			13,999,200		—			13,999,200
Inter-geographic areas		1,998,576			476,518		150,957		562,629		2,518			3,191,198		(3,191,198	)		—
Total		4,113,409			8,098,068		789,393		3,456,033		733,495			17,190,398		(3,191,198	)		13,999,200
Operating profit (loss)		104,560			398,725		12,112		331,466		29,016			875,879		(35,168	)		840,711
Assets		4,236,574			10,743,185		675,983		2,694,622		670,332			19,020,696		(62,573	)		18,958,123
Non-current assets other than financial instruments and deferred tax assets		2,492,467			4,766,609		107,443		694,919		187,220			8,248,658		—			8,248,658

Explanatory notes:

1. Major countries or regions in each geographic area:

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

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

3. Unallocated corporate assets, included in reconciling items, amounted to JPY 451,387 million as of March 31, 2016 and JPY 530,809 million as of March 31, 2017 respectively, which consist primarily of cash and cash equivalents and financial assets measured at fair value through other comprehensive income.

[7] Information about per common share

Equity per share attributable to owners of the parent as of March 31, 2016 and 2017 are calculated based on the following information.

	2016		2017
Equity attributable to owners of the parent (millions of yen)		6,761,433		7,295,296
The number of shares outstanding at the end of the period (excluding treasury stock) (shares)		1,802,283,519		1,802,280,395
Equity per share attributable to owners of the parent (yen)		3,751.59		4,047.81

Earnings per share attributable to owners of the parent for the years ended March 31, 2016 and 2017 are calculated based on the following information. There were no potentially dilutive common shares outstanding for the years ended March 31, 2016 and 2017.

	2016		2017
Profit for the year attributable to owners of the parent (millions of yen)		344,531		616,569
Weighted average number of common shares outstanding, basic (shares)		1,802,285,138		1,802,282,093
Basic earnings per share attributable to owners of the parent (yen)		191.16		342.10

—20—

[8] Other

1. Loss related to airbag inflators

Honda has been conducting market-based measures in relation to airbag inflators. Honda recognizes a provision for specific warranty costs when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. There is a possibility that Honda will need to recognize additional provisions when new evidence related to the product recalls arise, however, it is not possible for Honda to reasonably estimate the amount and timing of potential future losses as of the date of this report.

In the United States and Canada, various class action lawsuits and civil lawsuits related to the above mentioned market-based measures have been filed against Honda. The plaintiffs have claimed for properly functioning airbag inflators, compensation of economic losses including incurred costs and the decline in the value of vehicles, as well as punitive damages. Most of the class action lawsuits in the United States were transferred to the United States District Court for the Southern District of Florida and consolidated into a multidistrict litigation.

Honda did not recognize a provision for loss contingencies because the conditions for a provision have not been met as of the date of this report. Therefore, it is not possible for Honda to reasonably estimate the amount and timing of potential future losses, if any, as of the date of this report because there is uncertainty.

2. Transfer pricing tax refund

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

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

The Company recognized impairment losses on certain investments accounted for using the equity method because there is objective evidence of impairment from declines in quoted market values. The amount of the impairment losses is JPY 28,887 million for the fiscal year ended March 31, 2016 and JPY 12,871 million for the fiscal year ended March 31, 2017, respectively. The impairment losses are included in share of profit of investments accounted for using the equity method in the consolidated statements of income.

4. Impact of the pension plan amendment on the Company’s consolidated financial position and results of operations

In August 2016, the Company and its certain subsidiaries in Japan decided, effective April 1, 2017, to extend mandatory retirement age from 60 years old to 65 years old and introduce a flexible retirement scheme that enables employees to choose retirement age between 60 years old and 65 years old, along with amendments to their defined benefit pension plans to align with the postponement of the retirement age, to fulfill diversifying needs of individual employees. The plan amendments include the revision of the benefit curve, to make the lump-sum benefit payment at the retirement age between 60 years old and 65 years old under the new plan consistent with that at the mandatory retirement age, 60 years old, under the existing plan. In addition, one of the defined benefit pension plans will be replaced by a defined contribution plan.

This plan amendment resulted in a reduction of the defined benefit obligation and recognition of the past service cost through profit or loss. Honda recognized JPY 84,024 million of past service cost (credit), of which JPY 37,197 million is presented in cost of sales, JPY 21,385 million is presented in selling, general and administrative and JPY 25,442 million is presented in research and development in the consolidated statements of income for the year ended March 31, 2017. The defined benefit obligation and plan asset were remeasured.

—21—

[9] Significant Subsequent Events

None

—22—

[Translation]

April 28, 2017

To:       Shareholders of Honda Motor Co., Ltd.

From:   Honda Motor Co., Ltd.

1-1, Minami-Aoyama 2-chome,

Minato-ku, Tokyo, 107-8556

Takahiro Hachigo

President and Representative Director

Notice Concerning Differences between Actual Consolidated Financial Result for the Fiscal

Year Ended March 31, 2016 and 2017, and Differences between Forecasts and Actual

Unconsolidated Financial Results for the Fiscal Year Ended March 31, 2017

Honda Motor Co., Ltd. (the “Company”) hereby announces differences that arose between its actual consolidated financial results for the fiscal year ended March 31, 2016 and actual consolidated financial results for the year ended March 31, 2017, as well as differences that arose between its unconsolidated forecast (announced on October 31, 2016) and the Company’s actual unconsolidated financial results for the fiscal year ended March 31, 2017.

Particulars

Differences between Actual Consolidated Financial Results for the Fiscal Year Ended March 31, 2016 and Actual Consolidated Financial Results for the Fiscal Year Ended March 31, 2017:

(Millions of Yen, except basic earnings per share attributable to owners of the parent)

	Sales revenue		Operating profit		Profit before income  taxes		Profit for the year		Profit for the year attributable to owners of the  parent		Basic earnings per share attributable to owners of  the parent (Yen)
Results for the fiscal year ended March 31, 2016 (A)		14,601,151		503,376		635,450		406,358		344,531		191.16
Results for the fiscal year ended March 31, 2017 (B)		13,999,200		840,711		1,006,986		679,394		616,569		342.10
Change (B-A)		-601,951		337,335		371,536		273,036		272,038		—
Percentage change (%)		-4.1		67.0		58.5		67.2		79.0		—

Differences between Forecasts and Actual Unconsolidated Financial Results for the Fiscal Year Ended March 31, 2017:

(Millions of Yen, except net income per common share)

	Net sales		Operating income		Ordinary income		Net income		Net income per common  share (Yen)
Forecast previously announced (A)		3,400,000		5,000		260,000		160,000		88.78
Results for the fiscal year ended March 31, 2017 (B)		3,456,118		36,559		350,051		233,082		129.33
Change (B-A)		56,188		31,559		90,051		73,082		—
Percentage change (%)		1.7		631.2		34.6		45.7		—
(Reference) Results for the fiscal year ended March 31, 2016		3,303,606		-191,421		60,822		51,912		28.80

Reason for Differences

Differences between actual consolidated financial results for the fiscal year ended March 31, 2016 and actual consolidated financial results for the fiscal year ended March 31, 2017

Operating profit, profit before income taxes, profit for the year, and profit for the year attributable to owners of the parent for the fiscal year ended March 31, 2017 were higher than their respective actual results for the fiscal year ended March 31, 2016 mainly due to decreased SG&A expenses, including quality related costs, continuing cost reduction efforts and the impact of pension accounting treatment, despite unfavorable foreign currency effects.

Differences between forecast and actual unconsolidated financial results for the fiscal year ended March 31, 2017

Operating income, ordinary income, and net income for the fiscal year ended March 31, 2017 were higher than their respective forecasts mainly due to favorable foreign currency effects, decreased SG&A expenses, as well as increased dividend income.

* Basic earnings per share attributable to owners of the parent is calculated based on profit for the year attributable to owners of the parent.