口434 (215 + 4 + 215) x 280 mm----W-

三

ANNUAL REPORT2016

SUZUKI11

SUZUKI MOTOR CORPORATIONANNUAL REPORT 2016
Printed ,n Japanf

SUZUKI MOTOR CORPORATION
300 Takatsuka-Cho,
Minami-Ku, Hamamatsu-shi,
Shizuoka, Japan 432-8611
http://www.globalsuzuki.com

111

Contents
Mission Statement___________________________________________________________ 1
A Message from the Management_____________________________________________ 2
New Mid-Term Management Plan SUZUKI NEXT 100______________________________ 4
Financial Highlights__________________________________________________________ 6
Year in Review_______________________________________________________________ 7
Automobiles_____________________________________________________________ 8
Motorcycles_____________________________________________________________ 10
Marine Products_________________________________________________________ 12
Others__________________________________________________________________ 13
Topics_____________________________________________________________________ 14
Directors, Auditors and Officers______________________________________________ 17
Corporate Governance Issues________________________________________________ 18
Risks in Operations_________________________________________________________ 26
The Status of the Corporate Group____________________________________________ 28
Financial Section___________________________________________________________ 30
Company Outline___________________________________________________________ 67

Mission Statement
1.Develop products of superior value by focusing on the customer
2.Establish a refreshing and innovative company through teamwork
3.Strive for individual excellence through continuous improvementSUZUKI MOTOR CORPORATION 1

A Message from the Management

A Message from the Management
There are two items to report in advance of the Outline and Resultof Business.
The first is regarding the arbitration case with Volkswagen AG raisedin November 2011, which has been a source of disturbance to ourshareholders over several years. The contract was annulled throughthe arbitration award of August 2015, and in the following monthof September, the Company’s stocks were successfully restored.
Furthermore, in March 2016, the Company canceled some of thestocks it repurchased.
Second, the Company wishes to express its profound apologies forthe disturbance caused to our shareholders as a result of casesof improper activities that were inconsistent with national regulations with regards to gas emission and fuel consumption testing of
the Company’s automobiles. The Company will take preventative
measures to ensure that this will not happen again, and will work
to ensure thorough compliance and strengthen risk management
systems in all fields of its business.

Management results of this fiscal year
As for the management environment of the Group for FY2015, economic recoveries of the US, Europe and India are improving, but on
the other hand, economy of China and ASEAN is remaining stagnant.
And furthermore, there are concerned situations about the influence of normalization of monetary policy in the US, trend of crude
oil price and others. In Japan, although the economy is recoveringmoderately on the back of various measures introduced by the government, its outlook is uncertain with the advancement of the appreciation of the yen since the beginning of 2016 and others.
Under these circumstances, the consolidated net sales of this fiscal year (April 2015 to March 2016) increased by ¥165.2 billion(5.5%) to ¥3,180.7 billion compared to the previous fiscal year. The
Japanese domestic net sales decreased by ¥46.7 billion (4.3%) to¥1,047.9 billion year-on-year owing to the impact of the hike inthe rate of the light motor vehicle tax and decrease in the OEM
sales. The overseas net sales increased by ¥211.9 billion (11.0%) to¥2,132.8 billion year-on-year mainly owing to the increase in thesales of automobile in India.
In terms of the consolidated income, the operating income increased by ¥15.9 billion (8.9%) to ¥195.3 billion year-on-year mainly
owing to the increase in the income in India. The ordinary income
increased by ¥14.8 billion (7.6%) to ¥209.1 billion year-on-year. The
net income attributable to owners of the parent increased by ¥19.8
billion (20.4%) to ¥116.7 billion year-on-year.

Basic policies for profit distribution
The Group will be celebrating its 100th anniversary of foundationin 2020. The Group will put efforts into strengthening of its management base, by founding a five-year from 2015 for the Group tocontinuous growth for the next 100 years.
2 SUZUKI MOTOR CORPORATION

For the moment, the Group will prioritize growth investment centering on India, while recognizing that capital efficiency and shareholders’ return are also important management issues. In light of
this, the Group will be responding to the capital issue by balancing
enhancement of shareholders’ equity and dividend payment.
In the New Mid-Term Management Plan SUZUKI NEXT 100, theCompany set the consolidated dividend payout ratio of more than
15% as the shareholder return target in FY2019.
As for this fiscal year, the Company implemented purchase andretirement of treasury stocks. Taking this into consideration, basedon the net income attributable to owners of the parent excluding
the gain on sales of the ordinary shares of Volkswagen AG, theyear-end dividends was the same as the previous fiscal year at¥17.00 per share. As a result, the annual dividends including theinterim dividends was ¥32.00 per share, up by ¥5.00 per sharefrom the previous fiscal year.

Outstanding issues
The Group has established the New Mid-Term Management PlanSUZUKI NEXT 100 - Strengthening of its management base toward
the 100th anniversary of foundation and the next 100 years -, afive-year plan from 2015.
The Group will be celebrating its 100th anniversary of foundationin 2020. In order for the Group to continuous grow for the next
100 years, the Group will put efforts into strengthening of management base by positioning the next five years as the period tostabilize the foundation of management. The Group will tackle asTeam Suzuki to globally develop manufacturing base and overhaul
working procedure.
Under the New Mid-Term Management Plan, the Group will unite
as one to enhance corporate value and aim for sustainablegrowth.
n Basic Policy
By returning to the origin of “Develop products of superior value by
focusing on the customer” as mentioned in the first paragraph ofthe mission statement, the Group will strengthen its business basethrough the action under the New Mid-Term Management Plan.
Particularly on the quality management, the Group will make thecustomers’ safety and security its top priority, develop and produce high-quality products which the customers can use securely,
and provide after services. In the case where a problem related to
product quality occurs, the Group will respond sincerely to what thecustomers say, grasp the problem as early as possible, take appropriate measures based on thorough investigation of its cause anddo its utmost to enable our customers to continue using our products securely.

A Message from the Managementn Business Strategy- Automobile Business
The Group concentrates on Mini to C, and SUV segment models
to correspond to the expanding global compact car market.
For development efficiency, the Group plans to consolidate
platform and concentrate development of gasoline engine. The
Group plans to introduce new 20 models globally in five years.
Concerning regional strategy, the Group will be focusing on Japan and Asia centering on India.
Japan – Minicar share of more than 30%,
Compact car sales of more than 100,000 unitsl India – Passenger car share of more than 45%l- Motorcycle Business
The Group will strive to eliminate its loss-making structure
through selection and concentration and develop product thatclearly defines characteristics of Suzuki. The Group will be focusing particularly on the 150cc and up, backbone, and sport
categories.
- Outboard Motor Business
The Group will make “THE ULTIMATE 4-STROKE OUTBOARD” its
new brand slogan and aim at creating the world top 4-STROKE
outboard motors brand by focusing on strengthening sales in
the US and development of Asian market.

Representative Director and Chairman

Osamu Suzuki

n Mid-Term Management Target
As for the consolidated net sales, the Group will aim to promptly
exceed its highest-ever marked in FY2007 (¥3,502.4 billion) bysteadily increasing. By balancing between investments for growthand strengthening of its management base, the Group will consistently promote efforts for enhancing corporate value.
For the details of Mid-Term Management Target, please refer tothe next page.
The Group has the motto “Develop products of superior value by
focusing on the customer” in the first paragraph of its mission
statement.
We will continue to strive to manufacture truly valuable products
appreciated by customers.
We are committing ourselves to making efforts to promote theproduction of small and subcompact vehicles and the development of environmentally benign products needed by customers,
with the slogan “Small Cars for a Big Future.”
We are making efforts to promote the “to be small, less, light,
short and beautiful” slogan in every field, and we have been working for efficient, well-knit, and healthy management.
We look forward to the continued support and encouragement of
our stockholders.

Representative Director and President (CEO and COO)

Toshihiro Suzuki

SUZUKI MOTOR CORPORATION 3

New Mid-Term Management Plan SUZUKI NEXT 100

New Mid-Term Management Plan SUZUKI NEXT 100~ Strengthening of management base toward
the 100th anniversary of foundation and the next 100 years ~Suzuki Motor Corporation has established the New Mid-Term Management Plan SUZUKI NEXT 100, a five-year plan from 2015.
The Suzuki Group will be celebrating its 100th anniversary of foundation in 2020. In order for the Group to continuously
grow for the next 100 years, Suzuki will put efforts into strengthening of management base by positioning the next five
years as the period to stabilize the foundation of management. The Group will tackle as Team Suzuki to globally develop
manufacturing base and overhaul working procedure.
Under the New Mid-Term Management Plan, the Group will unite as one to enhance corporate value and aim for sustainable growth.
Overview of the New Mid-Term Management Plan SUZUKI NEXT 100 is as per below.

Basic Policy
By returning to the origin of “Develop products of superior value by focusing on the customer” as mentioned in the first paragraph of the mission
statement, Suzuki will strengthen its business base.

Strengthening of Manufacturing

Team SUZUKI
Reformation of Business Culture
Development of Human Resources

Top Priority on Quality● Safety and reliance of customers● Customer-firstis the top priority● Proposal-based challenging management● Swiftly correspond to customer’s● Development of human resources

voice

who can take action by thinking smarter● Making of reliable brand● Arrangement of environment for

motivating employees

Globalization● Establishment of new

management structure● Strengthening of global
management

Customerfocused
Take action with Customerfocused mind in all aspects
in line with the spiritof the mission
statement

Stable Management Base
● Diversification of Sourceof Profit● Enhancement of Corporate
Value● Strengthening of Risk
Management

Creative Products● Creation of value that exceed

customer’s expectation● Offer driving pleasure, fun touse, and pride of ownership

Engineering, Production
and Purchasing● Driving Performance and Fuel Efficiency

Safety and Reliability● Evolution of manufacturing engineering● Construction of global optimum

production structure● Promotion of optimum procurement

and internal production

4 SUZUKI MOTOR CORPORATIONNew Mid-Term Management Plan SUZUKI NEXT 100

Suzuki’s Business Strategy
1. Automobile Businessn Product Strategy

n Regional Strategy

Efficient Development

Centered in Japan and India, Asia is the main region

Consolidation ofPassenger Platform
Concentration of
Development ofGasoline Engine

New development will be consolidated into three new lightweight platform of Mini,A, and B
l Inter-segment use of common functional parts through modularization

Maintain market and employment by placing
as the base of development and productionl Constantly introduce
mini and compact
models every yearl Minicar share of more than 30%, compact car
sales of more than 100,000 unitsl Strengthen direct sales and expansion of distributor base

l

l

l

Japan

Efficiently develop basic and new technologies by concentrating on 660 to 1,400cc

Other than gasoline engine technologies, put efforts into technologies which also
consider the needs of emerging countries such as AGS, ISG, and infotainmentl Development of human resources and making of long-term base by co-developingwith Indian engineerslDevelopmentwith Global Sight
Global Optimum
ProductionlMake Japan, India, Indonesia, Thailand, and Hungary as global production base

While still centering on the expanding new buyers, fulfill products, sales network, and productivity to meet increasing substitute demands
l Passenger share of more than 45%
l

India

Model Introduction PlanlIntroduce 20 new models globally in five years

ASEAN

MinicarA Segment
B Segment
C Segment
SUV

EuropeConstantly introduce one model every year (five models in five years)
Expand sales by introducing six models in five yearslIntroduce three models in each segment, a total of nine models in five years

Develop Indonesia and Thailand as pillars that
follow Japan and India, to place them as the
production base for inside and outside ASEAN
Brush up advanced technologies and productcompetitiveness through corresponding to fuelefficiency restriction, safety technologies, anddesign2. Motorcycle Businessn Enhancing Earning Strength and Brand Valuel Departure from chronic deficits through selection and concentration.
l Development of products which clearly define characteristics of Suzuki (150cc and up, backbone, sport)
Main Category and Product Development

Marketing Strategy

Main Category
150cc and up Backbone Sport(Shift from low-priced to mid-to high-priced products)

High quality service

l

l

l

l

Improve customer satisfaction

Developed Strengthen announcement activities of events, etc.
Improve profitability
Countries Strengthen sales of parts and accessories

Return to the origin of basic performances of “Running, Cornering, and Braking”
l Pursue fun-to-ride and easy-to-ridel Feedback of MotoGP technologieslEmerging
Countries

Strengthen business base
Consolidate production base in ASEAN
Improve profitability
Develop sales network of large displacement model

3. Outboard Motor Business
Product Strategyll

New Brand Slogan

Expand lineup of large four-stroke outboard motors
Introduce more than six models in five years

THE ULTIMATE
4-STROKE OUTBOARD

Regional Strategyll

Aim for the world’s best four-stroke outboard motor brand

Focus on strengthening sales in the US
Development of Asian market

Mid-Term Management Target

Mid-Term Management Target Value

Operating Income Margin
Shareholder
ReturnFY2016Disclosed ValueFY2019Target¥3,180.7 billion¥3,100.0 billion¥3,700.0 billion

6.1%

5.8%

7.0%

ROE

9.6%

—

Dividend
payout ratio

13.6%(¥32.00 per share)

more than 15%¥131.0 billion¥140.0 billion¥200.0 billion(Total capital expenditures for five years)(¥1,000 billion)

R&D expenses

8-10%* Foreign exchange rates…¥105/US$, ¥120/Euro, ¥1.60/Indian Rupee, ¥0.80/100 Indonesian Rupiah, ¥3.00/ThaiBaht.

FY2015ResultMotorcycle

Consolidated Net Sales

FY2015ResultGlobal Sales Units

Automobile

As for the consolidated net sales, Suzuki will aim to promptly exceed its highest-ever marked in FY2007 (¥3,502.4 billion) by steadily
increasing.
By balancing between investments for growth and strengtheningof management base, Suzuki will consistently promote efforts forenhancing corporate value.

FY2016Disclosed ValueFY2019TargetJapan

630,000

650,000

Europe210,000

230,000

700,000
280,000

Asia

1,840,000

1,890,000

2,200,000

Others180,000

190,000

220,000

Total

2,860,000

2,960,000

3,400,000

Japan

60,00070,00070,000Europe50,00050,00070,000

North America

50,00050,00060,0001,130,000

1,150,000

1,500,000

Asia
Others220,000

190,000

300,000

Total

1,500,000

1,500,000

2,000,000* The targets and forward-looking statements mentioned in this document are based on
currently available information and assumptions, contain risks and uncertainty and do notconstitute guarantees of future achievement.
* Please note that the future results may greatly vary by the changes of various factors.
Those factors, which may influence the future results, include economic conditions andthe trend of demand in major markets and the fluctuations of foreign exchange rates(mainly U.S. dollar/Yen rate, Euro/Yen rate, Indian Rupee/Yen rate).

SUZUKI MOTOR CORPORATION 5

Financial Highlights

Financial Highlights
Thousands of US
dollars (except per
share amounts)

SUZUKI MOTOR CORPORATIONAND CONSOLIDATED SUBSIDIARIES
Years ended 31 March, 2016 and 2015

Millions of yen(except per share amounts)

2016

2015

2016

Net sales..................................................................................

¥3,180,659¥3,015,461$28,227,361

Net income attributable to owners of the parent....................

116,660

96,862

1,035,323

Primary.................................................................................

234.98172.67

2.09

Fully diluted..........................................................................

234.92172.63

2.09

Net income per share:

Cash dividends per share.......................................................

32.00

27.00

0.28

Net assets................................................................................

1,187,703

1,701,390

10,540,496

Total current assets..................................................................

1,632,630

2,008,729

14,489,091

Total assets..............................................................................

2,702,008

3,252,800

23,979,484

Depreciation and amortization................................................

168,315

134,377

1,493,749

Note:

Yen amounts are translated into US dollars, for convenience only, at ¥112.68=US$1, the prevailing exchange rate on
31 March, 2016.

Net Sales
Years ended 31 March (Millions of yen)

Net Income Attributable to
Owners of the Parent

Net Income Per ShareYears ended 31 March (yen)Years ended 31 March (Millions of yen)234.98116,660
191.60107,484

172.6796,862
3,180,659
2,938,314

3,015,461
143.3180,3892,512,186 2,578,317

96.06

53,88720122013

6 SUZUKI MOTOR CORPORATION

2014

2015

2016

2012

2013

2014

2015

2016

2012

2013

2014

2015

2016

Year in Review

Year in Review
n Production
Automobile Production

Japan

Overseas

Years ended 31 March(Thousand units)

Total

2012

1,782

1,020

2013

1,834

1,044

2,878

2014

1,859

998

2,857

2,802

2015

1,988

1,055

2016

2,090

861

Motorcycle Production

2,951

Overseas

Years ended 31 March(Thousand units)(ATV included)

2,400

2012
2013

3,043

Japan

Total

174 2,574

2,100

169 2,269

2014

1,852

180

2015

1,645

154 1,799

2016

1,356

2,033

122 1,479

n 2016 Net Sales
2016 Net Sales By Products

2016 Net Sales By Market(Year ended 31 March, 2016 Millions of yen)

(Year ended 31 March, 2016 Millions of yen)

Marine & Power
Products, etc.

Others266,329
8.4%

68,2532.1%

Motorcycle
233,889
7.4%

Automobile
2,878,515
90.5%

Europe404,722
12.7%

North
America
67,002
2.1%

Japan
1,047,883
32.9%

Asia
1,394,720
43.9%

SUZUKI MOTOR CORPORATION 7

Year in Review

Automobiles
Suzuki’s Worldwide Manufacturing and Sales
Total overseas automobile production for FY2015 increased by 5.2% year-on-year to 2,090,000 units. Worldwide production, including Japan,
decreased by 3.0% year-on-year to 2,951,000 units.
Sales of automobiles in overseas market increased by 5.7% year-on-year to 2,231,000 units, while total global sales, including Japan, decreased by 0.2% year-on-year to 2,861,000 units.

Operating Results by Segment
In the automobile business, the operating income increased by ¥20.8 billion (12.1%) to ¥192.6 billion year-on-year mainly owing to the increase in the income in India.

The Japanese Market
1. Overview of the Japanese Automobile Market
Total domestic automobile sales volume in FY2015 declined by 7% year-on-year to 4,938,000 units. It fell year-on-year for the second fiscal
year in a row, and dipped below five million units for the first time in four fiscal years. Sales of registered vehicles were flat on the year at
3,124,000 units. Sales of minivehicles fell largely by 17% year-on-year to 1,813,000 units owing mainly to the impact of hike in light motor
vehicle tax from April 2015.

2. Suzuki Sales
Suzuki’s domestic automobile sales in FY2015 fell year-on-year in volume
terms for the first time in five fiscal years. They declined by 17% year-on-year
to 630,000 units. Suzuki’s sales of minivehicles fell largely by 19% year-onyear to 549,000 units. Suzuki’s sales of registered vehicles rose year-on-year
for the first time in three fiscal years. They grew by 6% year-on-year to 81,000
units. The key driver of that growth were comprehensively enhanced SOLIO
launched in August and the newly-introduced ESCUDO and IGNIS.

ALTO Lapin

3. Suzuki Topics in FY2015• In June 2015, Suzuki launched a comprehensively enhanced version of the
ALTO Lapin minicar.
• In August 2015, Suzuki launched comprehensively enhanced versions of
SOLIO and SOLIO Bandit compact cars.
• In October 2015, Suzuki launched the ESCUDO compact SUV. The Company
is having the ESCUDO built by its Hungarian subsidiary, Magyar Suzuki, and isimporting it into Japan.

SOLIO• In November and December 2015, ALTO and ALTO Lapin minicars won the2016 RJC Car of the Year and the 2015-2016 Car of the Year Japan Small Mobility Award.
• In December 2015, Suzuki expanded the ALTO range by adding the performance-enhanced ALTO Works.
• In February 2016, Suzuki launched the IGNIS, a new-genre mini crossover ofcompact car and SUV.

ESCUDO• In March 2016, Suzuki launched the all-new hatchback BALENO. The Company is having the BALENO built by its Indian subsidiary, Maruti Suzuki India,
and is importing it into Japan.

BALENO

8 SUZUKI MOTOR CORPORATION

Year in Review

Overseas Markets
1. Overview of Suzuki’s Main Overseas Automobile Markets
Sales of automobiles (passenger cars and multi-utility vehicles) in India grew in FY2015 by 7% year-on-year to 2,789,000 units owing to theeconomic recovery. Sales of passenger cars in Europe also grew by 3% year-on-year to 17,015,000 units, as well as in China by 5% year-onyear to 24,931,000 units. Sales in the five key ASEAN countries (Indonesia, Thailand, Vietnam, the Philippines, and Malaysia) fell by 3% yearon-year to 3,009,000 units owing to the continuing economic slump. The future outlook is unclear, with negative factors such as the worrying trend in crude oil price and the appreciating yen since the beginning of 2016.

2. Suzuki Sales
Suzuki’s overseas automobile sales volume in FY2015 grew by 6% year-on-year to 2,231,000 units. Suzuki’s sales in India rose by 12% yearon-year to a record-high 1,305,000 units owing to strong demand for models including the BALENO and VITARA BREZZA. Suzuki’s sales in
Europe grew by 6% year-on-year to 207,000 units owing to strong demand for models including the VITARA. Suzuki’s sales in China fell by
26% year-on-year to 186,000 units, and sales in Indonesia by 19% year-on-year to 120,000 units.

3. Suzuki Topics in FY2015• In May 2015, cumulative production units of the Indian subsidiary Maruti Suzuki India reached 15 million units.
• Also in May 2015, Suzuki held an opening ceremony for the new automobile assembly plant (Cikarang Plant) of the Indonesian subsidiarySuzuki Indomobil Motor.
• In June 2015, Suzuki agreed to form collaboration with Proton in
Malaysia.
• Also in June 2015, production of CIAZ began at a Thai subsidiarySuzuki Motor (Thailand), and it was launched in July.
• In July 2015, production and sales of ERTIGA began at a Myanmar
subsidiary Suzuki Myanmar Motor.
• Also in July 2015, new sales channel NEXA was established in India, and S-CROSS was launched.
• In October 2015, Suzuki began a series of launches for the BALENO by putting it on the market in India.
• In February 2016, the all-new VITARA BREZZA compact SUV wasunveiled in India.

VITARAVITARA BREZZABALENOSUZUKI MOTOR CORPORATION 9

Year in Review

Motorcycles
Suzuki’s Worldwide Manufacturing and Sales
Total overseas motorcycle production (including ATVs) in FY2015 decreased by
17.5% year-on-year to 1,356,000 units. Worldwide production, including productionin Japan, also decreased by 17.8% year-on-year to 1,479,000 units.
Sales of motorcycles (including ATVs) in overseas market decreased by 15.4% yearon-year to 1,435,000 units, while total global sales, including Japan, also decreased
by 15.2% year-on-year to 1,496,000 units.

Operating Results by Segment
In the motorcycle business, the operating loss of ¥0.7 billion in the previous fiscal
year became an operating loss of ¥10.2 billion partly owing to the quality-related
expenses.

VITARA

Let’s Basket

The Japanese Market
1. Overview of Japanese Motorcycle Market
The total domestic motorcycle sales (factory shipments) of the four Japanese manufacturers in FY2015 fell by 7% year-on-year to 365,000 units. Sales of models with engine displacements of 126cm3 and higher were down 1% year-on-year at 84,000 units.
Sales of models with engine displacements up to 125cm3 were down 8% year-on-yearat 281,000 units.

2. Suzuki Sales
Suzuki’s domestic sales (factory shipments) of models with engine displacements of
126cm3 and higher fell by 24% year-on-year to 8,000 units. Although their sales were
led by the new GSX-S1000 ABS and GSX-S1000F ABS, they remained at that level owing
to the adjustment in inventory. The Company’s sales of models with engine displacements up to 125cm3 fell by 10% year-on-year to 50,000 units. Although their sales
were led by the new Address 110, they remained at that level owing to the adjustment
in inventory of models with engine displacement of up to 50cm3. Overall, Suzuki recorded a 12% year-on-year drop in sales (factory shipments) to 58,000 units.

Address 110

3. Suzuki Topics in FY2015• In April 2015, Suzuki launched 50cm3 scooters Let’s Basket and Address V50, which
are based on the Let’s, a 50cm3 scooter that’s light, fuel-efficient, and user-friendly.
Let’s Basket offers large-sized front basket and front inner pocket, while Address V50
offers sporty styling.

GSX-S1000 ABS• In July 2015, Suzuki launched the GSX-S1000 ABS and GSX-S1000F ABS. They offer uplifting feeling when accelerating, which can be enjoyed in city and on windingroad.
• TeamSUZUKI’s Yohei KOJIMA became the champion of the 2015 All Japan MotocrossChampionship in the top IA1 class. Suzuki achieved a 1-2 finish as his teammate Yoshitaka ATSUTA finished second overall.

Hayabusa

10 SUZUKI MOTOR CORPORATION

Year in Review

Overseas Markets
1. Overview of Suzuki’s Main Overseas Motorcycle Markets
Sales of motorcycles in Europe in FY2015 grew by 11% year-on-year to950,000 units. Sales of motorcycles (including ATVs) in North America wereflat on the year at 826,000 units. Sales in the six key ASEAN countries (Indonesia, Thailand, Vietnam, the Philippines, Malaysia, and Cambodia) declined by
7% year-on-year to 12,466,000 units. Sales in China also fell by 16% year-onyear to 8,663,000 units. Sales in India grew by 3% year-on-year to 16,456,000
units.

2. Suzuki Sales
Suzuki’s overseas motorcycle sales in FY2015 declined by 15% year-on-year
to 1,435,000 units. Sales in Europe grew by 7% year-on-year to 48,000 units.
Sales in North America also grew by 6% year-on-year to 46,000 units. Sales inthe six key ASEAN countries fell by 30% year-on-year to 304,000 units owing
mainly to a drop in sales in Indonesia. Sales in China also fell by 20% yearon-year to 453,000 units. Sales in India fell by 8% year-on-year to 313,000
units.

SV650 ABS

3. Suzuki Topics in FY2015• GIXXER SF, a fully faired sportbike launched in India in April 2015, received
bike of the year awards from various magazines for its performance anddesign.

RM-Z250• In November 2015, Suzuki unveiled the new road sportbike SV650 and the
GSX-R1000 concept model at the Milan Show held in Italy.
• Suzuki Endurance Racing Team, an endurance team of a subsidiary Suzuki
France that participates with the supersport bike GSX-R1000, achieved its
14th title (of which 11 titles won by the GSX-R1000) of the World Endurance Championship for the first time in two years.
• Suzuki returned to the world’s top
motorcycle racing series MotoGP
and achieved sixth places in threeraces. Team SUZUKI ECSTAR’s rider
Maverick VIÑALES won the Rookie of
the Year title.

ACCESS 125

Milan ShowWorld Endurance Championship

MotoGPGIXXER SFSUZUKI MOTOR CORPORATION 11

Year in Review

Marine Products
Operating Results by Segment
In the marine and power products, etc. business, the net sales
increased by ¥5.3 billion (8.3%) to ¥68.3 billion year-on-year mainly
owing to the increase in the sales of outboard motors in the US.
The operating income increased by ¥4.6 billion (55.8%) to ¥12.9 billion
year-on-year.

Overview of Marine Products
Suzuki’s domestic outboard motor sales in FY2015 fell by 5% year-onyear in volume terms and by 1% year-on-year in net terms.
Suzuki’s export sales surged by 3% year-on-year in volume terms andby 21% year-on-year in net terms. Sales in the United States made asignificant contribution. They were strong owing partly to foreign-exchange effects and partly to a shift in demand toward larger models.
Suzuki’s four-stroke outboard motors range from the DF2 (the lowestpower model, which delivers 1.49kW/2PS) to the DF300 (the highestpower model, which delivers 220.7kW/300PS). The Company produces
small models in Thailand and larger models at the Toyokawa Plant inJapan.

DF6A

Suzuki Topic in FY2015• The year 2015 marked 50 years of Suzuki outboard motors. Since
FY2014, the Company had been celebrating this milestone withvarious activities, and in FY2015, the Company wrapped up its
50th anniversary year by holding events such as global cleanup activities and fishing contest at Lake Hamana. Through these
events, Suzuki’s outboard motor brand images were enhanced.
• In the New Mid-Term Management Plan SUZUKI NEXT 100, theCompany set an aim at creating the world top 4-STROKE outboard
motors brand by making “THE ULTIMATE 4-STROKE OUTBOARD” its
new brand slogan. The Company will focus on strengthening sales
in the United States and development of Asian market.

DF300AP

12 SUZUKI MOTOR CORPORATION

DF200AP

DF200AP

DF6A

Year in Review

OthersEnvironmental Initiatives
As a manufacturer of automobiles, motorcycles, outboard motors, and other items,
Suzuki acts in consideration of the environment at all product stages from development to disposal.
In product development, our environmental initiatives include improving fuel economy, reducing exhaust emissions, developing clean-energy vehicles, and reducing
noise. In manufacturing, our efforts include reducing environmental risk, reducing
energy requirements, and promoting the use of alternative energy sources. In distribution, we focus on improving the operational efficiency and energy efficiency oftransportation and on promoting the three Rs (reducing, reusing, and recycling). In
marketing, we promote environmental management among our dealers and strive toensure proper disposal of end-of-life products.
We also pursue environmental initiatives that are not directly related to our products. For
instance, we promote energy savings and green purchasing in our offices, give our workers environmental education, and support social action programs in local communities.

SUZUKI ENVIRONMENTAL & SOCIAL REPORT 2015

Suzuki Topics in FY2015• Suzuki published “Suzuki Environmental and Social Report 2015”. The Company has published a report about its environmental initiatives every year since FY1999.
• In August 2015, Suzuki launched comprehensively enhanced versions of SOLIO and SOLIO Bandit compact cars. Fuel efficiency of a newly-developed K12C DUALJET engine isenhanced while increasing torque in the low speed range. In addition to installing a mild
hybrid system*1, comprehensive weight savings of 100kg*2 lighter than its predecessor
realize fuel economy of 27.8km/L*3 (the best of its class in Japan)*4.
• Suzuki Makinohara Solar Power Plant, a solar power facility with a maximum capacity of
20MW (megawatt) which was being constructed at the Nakazato Industrial Park locatedin Makinohara, Shizuoka, started making test operation from October 2015.
• In January 2016, Suzuki’s Sagara Plant received the “ANRE (Agency for Natural Resources
and Energy) Director-General's Award (co-implementation field)” in the “FY2015 Energy
Conservation Grand Prize <Energy Conservation Case Example Category>”.
Since FY1990, Energy Conservation Grand Prize (organized by the Energy Conservation
Center, Japan) has been awarding products that excel in energy and electricity conservation, or business operators that have developed business models with high ramification for energy conservation. Energy Conservation Case Example Category was introduced in FY2011, awarding business operators that have made progress by promoting
electricity conservation and activities that excel in energy conservation of corporations,plants, offices, etc.
By co-developing an infra-red die heater with Chubu Electric Power and Metro Denki
Kogyo, and introducing it to the engine parts foundry process of the Sagara Plant, Suzuki
made efforts to shorten heating time and reduce energy consumption, as well as conserve labor and enhance safety and productivity of work.

SOLIO HYBRID MZSOLIO Bandit HYBRID MZ

Suzuki Makinohara Solar Power Plant

Upper dieHeating section
Lower dieInfra-red heaterGas burner

ExhaustAir pressure

Aluminium holding
furnace

Infra-red die heater*1 G variant is not installed with mild hybrid system.
*2 Comparison between the new SOLIO HYBRID MX two-wheel drive variant and the conventional SOLIO X-DJE two-wheel drive variant.
*3 Measured in the JC08 test cycle using SOLIO HYBRID MX and HYBRID MZ grades and SOLIO Bandit HYBRID MV grade (each with two-wheel drive). Verified by Japan’s Ministry of Land, Infrastructure, Transport and Tourism.
*4 Based on Suzuki research in August 2015 on compact height wagon (two-row, five-seater with engine displacement of 1.5L or less and overall heights of 1,550mm or more).

Suzuki’s cooperation with other automobile manufacturers
Suzuki has been cooperating with other automobile manufacturers both in and outside Japan.
Suzuki and Nissan have been supplying each other with vehicles in Japan on an original-equipment-manufacturer (OEM) basis since 2002.
To Mazda, Suzuki has been supplying vehicles in Japan since 1989, and has been supplying vehicles in Indonesia since 2013. Suzuki has
been also making vehicles’ OEM supply to Mitsubishi in Japan since 2011.
From Fiat, Suzuki has been sourcing its diesel engines for vehicles sold mainly in Europe since 2003. In India, Suzuki has been producing
diesel engines at its own factories since 2006 using technologies acquired from Fiat.
Since 2013, Suzuki has been supplying a British manufacturer, Caterham with 660cm3 engines and some drive-train components designed
for minivehicles for the installation on its sport cars. The car is sold also in Japan as a British-made minivehicle.
Suzuki continues pursuing opportunities and areas of cooperation with other manufacturers where effective use of companies’ business resources and mutual benefit can be expected.

SUZUKI MOTOR CORPORATION 13

Topics

TopicsMay 2015
Indian car subsidiary rolls out its 15 millionth vehicle
Maruti Suzuki India Limited (Maruti Suzuki), our Indian subsidiary, hasachieved 15 million accumulated units 31 years and five months after
starting production in December 1983 with the MARUTI 800, a model
based on the Japanese ALTO minicar. This comes only four years and twomonths after the company reached 10 million accumulated production
units in March 2011.
Maruti Suzuki is currently constructing a new manufacturing facility in
Gujarat to add to its existing Gurgaon andManesar manufacturing plants in
Haryana State. This will increase
the company’s annual maximum
production capacity in India to
1.75 million units.
The SWIFT Dzire was the 15 millionth unit

New automobile plant completed in Indonesia
PT. Suzuki Indomobil Motor, a subsidiary of ours in Indonesia, has completed
construction of its new automobile assembly plant (Cikarang Plant) within
the Greenland International Industrial Center (GIIC) located in Bekasi Regency, east of Jakarta. The Cikarang Plant started assembling engines andtransmissions in February 2014 and, upon completion of the automobile assembly plant, began producing the ERTIGA compact car in January 2015.
In the Indonesian market, where an LCGC (Low Cost Green Car) policy is being promoted, Suzuki Motor Corporation produces the 5-seater WAGON R,
which is compatible with this policy, as Japanese minicar production technology is utilized overseas.
The company is also carryingout the knockdown export of
the WAGON R from Indonesia to
Pakistan.

August 2015
Suzuki Education and Culture Foundation selects
scholarship students for FY2015
The Suzuki Education and Culture Foundation offers non-repayable scholarships to high school students in Shizuoka prefecture, or university students
who graduated from high school in Shizuoka prefecture, who are unable tofocus on their studies for financial reasons.
In FY2015, the 15th year of this scholarship, the Foundation supported 68
students in all, 55 at highschool and 13 at university.
This takes the number of recipients since the scholarship wasestablished in 2000 to commemorate the 80th anniversaryof the foundation of Suzuki
Motor Corporation to 272.

Maruti Suzuki launches S-CROSS under new sales
channel NEXA
Maruti Suzuki, has launched a
new sales channel NEXA aimed
at premium users, throughwhich it has begun selling the
S-CROSS, the first premium
crossover model in India.
Following on from the SCROSS, NEXA is launching
the hatchback BALENO in
October.
NEXA opened 100 dealerships
within FY2015 and plans toincrease this number in future.

Ceremony for launching S-CROSS

Tape cutting at the plant opening

June 2015
New structure and New Mid-Term Management
Plan announced
Suzuki Motor Corporation established its new executive structure on 30
June with Toshihiro Suzuki as the new President and COO, and at the sametime announced the New Mid-Term Management Plan SUZUKI NEXT 100, a
five-year plan from 2015. The Suzuki Group will be celebrating the 100th
anniversary of its foundation in 2020. To continue growing for another 100
years, the Group will, as Team Suzuki, develop its manufacturing base andoverhaul working procedures globally, and make efforts to strengthen its
management base with the next five years as a period of stabilization. Under
the New Mid-Term Management
Plan, the Group will unite as one
to enhance its corporate value
and aim for sustainable growth.

14 SUZUKI MOTOR CORPORATION

Image of new sales channel NEXA

Compact passenger cars SOLIO and SOLIO Bandit
launched
Suzuki Motor Corporation’s compact passenger cars SOLIO and SOLIO
Bandit models have been fully remodelled with features such as a large
interior space packaged in a compact body ideal for getting around town,
convenient sliding rear doors, and superb fuel economy performance.
The first time a newly developed lightweight, high-rigidity platform has
been adopted in a compact passenger car. Installing the new 1.2 Dualjetengine (K12C) and mild hybrid system and carrying out strict weight saving
has realized excellent fuel efficiency and dynamic driving.

Topics

Arbitration award for termination of business andcapital alliance with Volkswagen AG
Suzuki Motor Corporation filed a request at the International Court of Arbitration of the International Chamber of Commerce for Volkswagen AG (VW)
to terminate their business and capital alliance. The Tribunal found that the
Framework Agreement was validly terminated by Suzuki’s notice of termination dated 18 November, 2011, such termination being effective fromon 18 May, 2012. The Tribunal also upheld Suzuki's claim regarding VW’s
disposal of its shares in Suzuki and ordered VW to divest forthwith thoseshares to Suzuki, or a third party designated by Suzuki, using a methodthat is reasonably determined by Suzuki. As a result, Suzuki completed
the buying back of its shares on 17 September, 2015, and the sale of VW
shares held by Suzuki was also completed on 25 September.
Regarding deliberations
on Suzuki’s breachesof agreement, a settlement was reached in
February 2016, bringing
all arbitration proceedings to a close.

November 2015
ALTO passenger car series wins RJC Car of the Yearaward and Car of the Year Japan - Small Mobility award
The ALTO and ALTO Lapin minicars have won the 2016 RJC Car of the YearAward, and the ALTO, ALTO Turbo RS and ALTO Lapin the Small Mobility category of the 2015-2016 Car of the Year Japan awards. This is the first RJC
Car of the Year Award for the ALTO, which has a 36-year history since its
first launch in 1979, and the second win in succession for Suzuki following
the success of the HUSTLER last year.
The ALTO Lapin has also received the Grand Prix at the Auto Color Awards
2015-2016.

September 2015
Suzuki wins 2015 FIM Endurance World ChampionshipSuzuki Endurance Racing Team (SERT), the motorcycle racing team of Suzuki
Motor Corporation’s French subsidiary Suzuki France S.A.S., has won the FIM(Federation of International Motorcycling) Endurance World Championshipfor the first time in two years and the 14th time overall.
The Endurance World Championship is an annual competition for commercially available motorcycles and consists of four races a year.
The races demand overall
strength from the motorcycles
including driving performanceand durability, and Suzuki
takes part with its GSX-R1000
Supersport model.

SERT’s GSX-R1000

October 2015
Exhibited at the 44th Tokyo Motor Show 2015
At the 44th Tokyo Motor Show, organized by the Japan Automobile Manufacturers Association, Inc. (JAMA), Suzuki Motor Corporation showed manyreference exhibits such as the MIGHTY DECK, which offers new kinds of fun
in the minicar segment, the AIR TRISER embodying the concept of a private
lounge, and the HUSTLER SCOOT, which increases the ways in which people
can enjoy riding on two wheels.
Suzuki’s booth this time exhibited innovative ideas and cutting-edge technologies too, giving a feel for the potential of mobility in the future. Visitors’
sense of anticipation was also
h e i g h t e n e d bydisplays of the IGNIS (on sale fromFebruary 2016)
and ALTO Works(on sale from December 2015).

ALTO Series design & development team

January 2016
AGS wins Chairman’s Prize at the 13th New JSPMI Prizes
Suzuki Motor Corporation’s Auto Gear Shift (AGS) transmission has received
the Chairman’s Prize from the Japan Society for the Promotion of Machine
Industry (JSPMI) for the “development of AMT (Automated Manual Transmission) with enhanced drivability and user-friendliness”.
AMT is a new kind of transmission combining themerits of both manual and automatic transmissions. Suzuki has developed one called Auto
Gear Shift (AGS), which is installed widely inthe company’s overseas models and Japaneseminicars. AGS continues to evolve to provide
ever greater ease of use, such as a 2-speed
starting mode fitted in the 5AGS cars CARRY
and EVERY.
AGS developed by Suzuki

Sagara Plant Receives the FY2015 Energy Conservation
Grand Prize, Energy Conservation Category
Suzuki Motor Corporation’s Sagara Plant has received the Agency for Natural
Resources and Energy (ANRE) Director-General’s Award (co-implementation
field) in the Energy Conservation Category of the 2015 Energy Conservation
Grand prize (organized by the Energy Conservation Center).
The ANRE Director-General's Award (co-implementation field) was given to
Suzuki, Chubu Electric Power, and Metro Denki Kogyo for installing their codeveloped infra-red die heater into
Upper diethe engine parts foundry processof the Sagara Plant. Their efforts
Heating section
in significantly shortening heating
Lower dietime and reducing energy consumption, while enhancing laborsaving, work safety and productivAluminium holding
ity in the workplace, were highly
furnaceacclaimed.
Infra-red die heater
SUZUKI MOTOR CORPORATION 15

Topics

January 2016

February 2016

New mini crossover IGNIS launched
The IGNIS is a new-genre mini crossover based on the concept of a “functional and stylish mini crossover”, which is convenient for daily use while
also broadening the scope of outdoor and other possible leisure pursuits atweekends.
All variants are installed with a mild hybrid system and 1.2 Dualjet engine(K12C), realizing excellent fuel efficiency and dynamic driving. The IGNIS isalso planned to be distributed to Europe and other overseas markets as a
new-genre mini crossover born in Japan.

Suzuki Foundation selects 29 research initiatives to fundin FY2015
Founded in March 1980 to commemorate the 60th anniversary of the foundation of Suzuki Motor Corporation, the Suzuki Foundation provided financial assistance in FY2015 to 29 research initiatives totalling ¥68.03 million in
the form of scientific technology research assistance and proposed subject
research assistance.
This was the Foundation’s 36th round of financial assistance since its
launch, which has included research funding for universities and research
institutes nationwide and grants for accepting overseas researchers. The
Foundation has now supported 1,441 scientific research projects with financial assistance worth a total of ¥1,618.89 million.

Presentation ceremony

New outboard motors DF4A/5A/6A released
Suzuki Motor Corporation has unveiled its new outboard motors
DF4A/5A/6A at the 47th International Boat Show in Düsseldorf, Germany.
These motors have been made more compact and lightweight and reshaped to enhance their portability and user-friendliness as outboard
motors for small boats. Reducing the size of the previous motors hasrealized a 1kg weight reduction, while the carrying handle has been
made rounder and easier to hold and another grip added at the front.
The motors are produced at a Thai subsidiary, Thai Suzuki Motor Co.,
Ltd., and will be marketed worldwide including in Europe and Japan.

March 2016
Launch of new compact passenger car BALENO, produced
by Indian subsidiary Maruti Suzuki
The new BALENO model is produced by Indian subsidiary Maruti Suzuki andimported to Japan by Suzuki. Sold through the new sales channel NEXA
in India since October 2015, the BALENO has been highly acclaimed. The
launch event in Tokyo in March 2016 was also attended by His Excellency,
Sujan R. Chinoy, Indian Ambassador to Japan.
Roomy interior and ample luggage space are packaged in a flowing and elegant styling. Two models are available, one fitted with a 1.0L turbo engine
and the other with a 1.2L DUALJET naturally aspirated engine.
After Japan, the new BALENO is planned to be distributed as a global compact car to Europe and other markets worldwide.

Suzuki booth at boat show

Sujan Chinoy, Indian Ambassador to Japan, in the center at launch event

16 SUZUKI MOTOR CORPORATION

Directors, Auditors and Officers

Directors, Auditors and Officers(as of 1 July, 2016)[Representative Directors]
Representative
Director andChairman
Representative
Director andVice Chairman
Representative
Director andPresident (CEO & COO)

Osamu Suzuki

Yasuhito Harayama

Supporting Chairman

Toshihiro Suzuki[Directors]
Director andManaging
Officer

Director(Outside Director)

Takashi Iwatsuki

Executive General Manager, Global Business Administration & Planning

Masahiko Nagao

Executive General Manager, Corporate Planning OfficeHiroaki Matsuura

Executive General Manager, Manufacturing Engineering

Masakazu Iguchi
Sakutaro Tanino* Masakazu Iguchi and Sakutaro Tanino are the outside directors as stipulated in Article 2, Item 15 of Companies Act of Japan.

[Audit & Supervisory Board Members]
Audit & Supervisory
Board Member
Audit & Supervisory
Board Member(Outside)

Kunio Nakamura
Eiji Mochizuki
Yasuhiro Yamazaki
Norio Tanaka
Nobuyuki Araki* Norio Tanaka, Yasuhiro Yamazaki and Nobuyuki Araki are the outside audit & supervisory board members as stipulated in Article 2, Item 16 of Companies Act of Japan.

[Senior Managing Officers]
Senior Managing
Officer

Kenichi Ayukawa
Ichizo Aoyama

Executive General Manager, India / Africa Automobile Operations / Managing Director and CEO,
Maruti Suzuki India Ltd.
Executive General Manager, Global IT[Managing Officers]
Toshiaki Hasuike
Kazuo Hakamata
Masato Kasai
Izumi Oishi
Taisuke Toyoda
Hirofumi Nagao
Keiichi AsaiManaging Officer

Shuji Oishi
Kazuki Yamaguchi
Shigeyuki Yamamura
Toshiaki Suzuki
Hidenori Yamashita
Kinji Saito
Ichiro Onishi
Keiji Miyamoto
Kazuhiko Ayabe

Deputy Executive General Manager, Automobile Engineering /Joint Managing Director, Maruti Suzuki India Ltd.
Indonesia and Thai Automobile Division. (Based in S.I.M.)
Executive General Manager, Automobile Engineering
Executive General Manager, Manufacturing
Executive General Manager, Finance / Managing Officer, Finance Dept. / Managing Officer, Affiliates
Accounting Dept.
Division General Manager, Pakistan Automobile Division / Managing Director, Pak Suzuki Motor Co., Ltd.
(Pakistan)
President, Chongqing Changan Suzuki Automobile Co., Ltd. (China)
Division General Manager, Indonesia and Thai Automobile Division / President, PT. Suzuki Indomobil Motor(Indonesia)
President, Suzuki Motor Sales Kinki Inc.
Executive General Manager, Administration / Managing Officer, Human Resources Dept.
Executive General Manager, Domestic Marketing I, Domestic Marketing
Deputy Executive General Manager, Manufacturing (Production Quality Assurance & Overseas
Manufacturing)
Executive General Manager, Global Automobile Operations
Executive General Manager, Customer Quality Assurance
Executive General Manager, Domestic Marketing II, Domestic Marketing
Executive General Manager, Purchasing

SUZUKI MOTOR CORPORATION 17

Corporate Governance Issues

Corporate Governance Issues
1. Basic policy on corporate governanceThrough fair and efficient corporate activities, the Company always intends to be trusted by all our stakeholders including shareholders, customers, partner companies, local communities and employees, and to be a continuously growing company, while making afurther contribution to the international community. In order to realize that intention, the Company considers that the enhancementof the corporate governance is one of the most important issues for proper corporate management and is aggressively taking various
kinds of measures.
Also, in order to be trusted further by society and stakeholders, we disclose information quickly in fair and accurate manner prescribed in laws and regulations and actively disclose information that we think is beneficial to understand the Company. We will further enhance the transparency of the Company.

2. Corporate Governance System
The Company has elected to be a company with the Audit & Supervisory Board with the supervisory function of execution of business by the Board of Directors and the auditing function by the Audit & Supervisory Board. In addition, in the belief that the Company
will be able to realize highly effective corporate governance by establishing the Advisory Committee on Personnel and Remuneration,etc. that include Outside Directors and Outside Audit & Supervisory Board Members (hereinafter “Outside Company Auditors”) as theirmembers who are highly independent, as the advisory body of the Board of Directors, the Company has elected to adopt the present
structure.

General Meeting of Shareholders
Appoint/Dismiss

Appoint/Dismiss

Appoint/Dismiss

Cooperate

Audit

Board of Directors
8 Directors ( 2 Outside Directors )Submitreports

Audit & Supervisory Board
5 Company Auditors
Secretariat
of Audit &Supervisory
Board

Consult
ReportAdvisory Committee
on Personnel andRemuneration, etc.

Instruct

ReportAccounting audit

Audit
Department

Supervise

Cooperate

Instruct

Executive
Committee

SubmitCommunicate
reported
contents

Corporate GovernanceCommittee

External
Lawyer

Instruct

Various meetings on
management andexecution of operation
Communicate
policySupervise

Independent Auditor(3 Outside Auditors)

ReportPromotecompliance andrisk management

Risk Management Hotline(Whistleblowing system)

Audit

Audit

Accounting audit

Each division of the Company / Subsidiaries and affiliates of the Company

18 SUZUKI MOTOR CORPORATIONCorporate Governance Issues(Board of Directors)
In addition to the regular meetings of the Board of Directors composed of 8 Directors including 2 Outside Company Directors held
every month, Directors hold a special board meeting whenever necessary, and discuss the matters set forth in the Articles of Incorporation and the laws and regulations, and important managerial agenda based on the deliberation criteria, and make decisions on a
sufficient discussion, including in terms of regulatory compliance and corporate ethics, and make efforts to strengthen oversight ofbusiness execution.
Also, for the purpose of enabling the agile corporate management, speeding up decision making and executing operations, and clarifying the individual responsibilities, the Company has introduced a Senior Managing Officer and Managing Officer system.
In order to clarify managerial accountability for individual Directors and flexibly respond to the changing business environment, theterm of each Director is set to one year.
(Outside Directors)
By electing Outside Directors who are highly independent of the Company and have no possibility of causing conflict of interest between them and shareholders, the Company enhanced supervision to management further, and is receiving beneficial advice andindication for the growth of the Company based on large stock of experience and professional knowledge.
(Executive Committee)
At the Executive Committee (Chairman: Representative Director and President) which is composed of Directors and Managing Officers, etc. as a council-system organization, important missions and strategies for management are cross-functionally and comprehensively discussed, while pre-reviewing matters to be discussed at the Board of Directors.
(Various meeting on management and execution of operation)
The Company enhances efficiency of management by enabling appropriate execution of operation through closely exchanging important information and identifying administrative issues. To achieve that, the Company holds various councils to discuss countermeasures on execution of management issues weekly, monthly, extraordinarily, or biannually, depending on the content. Members of
the council include Directors, Executive General Managers and Deputy Executive General Managers.
(Advisory Committee on Personnel and Remuneration, etc.)
Aimed to enhance clarity and objectivity upon electing candidates for Directors and Auditors, as well as deciding remuneration of
Directors, as an advisory committee for the Board of Directors, the Company establishes the Advisory Committee on Personnel andRemuneration, etc. composed of 5 members, of which 2 Outside Directors and 1 Outside Company Auditor make up the majority ofthe membership.
The committee discusses issues such as election standards and adequacy of candidates for Directors and Auditors, as well as adequacy of system and level of Director’s remuneration. The Board of Directors decides based on their results.
Decision for election and remuneration of candidates for Senior Managing Officers and Managing Officers who do not concurrently
serve as Directors are also based on results of the Committee’s discussion.
(Corporate Governance Committee)
For sustainable growth and enhancement of corporate value of the Group on a mid- to long-term basis, the Corporate GovernanceCommittee was established to thorough compliance and examines matters including risk management as well as promotes theimplementation of measures and policies thereof.
(Company Auditor’s Audit)
Audit & Supervisory Board of the Company is composed of 5 Audit & Supervisory Board Members (hereinafter “Company Auditors”)
including 3 Outside Company Auditors.
Pursuant to the standard for the Company Auditor’s Audit, set forth by the Audit & Supervisory Board, and following the policy ofauditing and division of duties, each Company Auditor has audited the execution of business in the Company in an appropriate manner by attending not only meetings of the Board of Directors but also important meetings such as the Executive Committee, viewing
circular resolutions, meeting minutes and other documents as well as receiving reports or having hearings on the state of businessfrom Directors.
In addition, the Company has established the Secretariat of Audit & Supervisory Board as the dedicated staff organization that is independent from the chain of command of Directors, etc. in order to reinforce a supportive system for duties of Company Auditors.
1 Full-Time Company Auditor and 1 Outside Company Auditor have large stock of knowledge in finance and accounting due to longexperience of being in charge of accounting in the Group as to Full-Time Company Auditor, and large stock of experience as certified
public accountant as to Outside Company Auditor respectively.
(Internal Auditing)
The Company has established the Audit Department as an internal auditing organization that is staffed by experts in the fields ofsales, purchasing, engineering, quality, production, etc. in order to upgrade internal controls in wide-ranging fields of work. The Audit
Department audits the Company, subsidiaries and affiliated companies at home and abroad to verify the state of compliance withlaws and regulations and the effectiveness of internal controls on a regular basis and reports to the Board of Directors and the Audit& Supervisory Board on the results together with proposals for improving the problems that were detected.
SUZUKI MOTOR CORPORATION 19

Corporate Governance Issues(Independent Auditor)
2 certified public accountants who engaged in the audit for FY2015 are Mr. Takashi Imamura and Mr. Koji Sato, who belong to Seimei
Audit Corporation. The numbers of other assistant members for audit are 9 certified public accountants and 6 others.
(Mutual cooperation of Internal Auditing, Auditor’s Audit and Independent Auditor, and relationship between these audits anddepartments of internal control)
Audit Department, Company Auditors and Independent Auditor cooperate appropriately and audit concerning compliance with laws, internal control and management efficiency from three different angles.
Company Auditors receive periodical reports from Independent Auditor such as on audit plans and results of quarter reviews, as well as
on situation of conducting fiscal auditing. Company Auditors trade comments and share information as necessary to strengthen cooperation, such as by conducting observation of Independent Auditor’s audit to comprehend situation of conducting auditing, while also
receiving reports on the efforts for quality management of auditing as an audit corporation.
Also, Company Auditors adjust audit plans and auditing themes with the Audit Department, attend its audit whenever necessary, and receive reports and explanation on all its audits.
Audit Department and Company Auditors exchange information with organization specialized in internal audit, which consists of Corporate Planning Office, Legal Department, Finance Department and IT Systems Department.

3. Function, role and status of Outside Director and Outside Company Auditor
The Company elected 2 Outside Directors and 3 Outside Company Auditors.
The Company elected Mr. Masakazu Iguchi as Outside Director to receive supervision of the Company from a neutral position andbeneficial advice related to the management of the Company in manufacturing industry based on a large stock of expertise as a doctor of engineering.
There are no special interest between him and the Company. The Company believes that he is sufficiently independent of the management of the Company. He is also in charge of a member of Advisory Committee on Personnel and Remuneration, etc.
The Company elected Mr. Sakutaro Tanino as Outside Director to receive supervision of the Company from a neutral position andbeneficial advice related to the management of the Company from the global viewpoints based on a large stock of experience andknowledge as a diplomat.
There are no special interest between him and the Company. The Company believes that he is sufficiently independent of the management of the Company. He is also in charge of a member of Advisory Committee on Personnel and Remuneration, etc.
The Company elected Mr. Norio Tanaka as Outside Company Auditor to receive audit of the Company from a neutral position, as wellas based on a large stock of the experiences and the professional knowledge as a certified public accountant.
There are no special interest between him and the Company. The Company believes that he is sufficiently independent of the management of the Company. He is also in charge of a member of Advisory Committee on Personnel and Remuneration, etc.
The Company elected Mr. Yasuhiro Yamazaki as Outside Company Auditor to receive audit of the Company from a neutral position,
based on the large stock of experience and knowledge that he acquired through performance of local administration and duties as
officers of third sectors for long years.
There are no special interest between him and the Company. The Company believes that he is sufficiently independent of the management of the Company.
The Company elected Mr. Nobuyuki Araki as Outside Company Auditor to receive audit of the Company from a neutral position, basedon the large stock of experience and expertise as doctor of engineering and other important offices such as in the field of academy/
environment.
There are no special interest between him and the Company. The Company believes that he is sufficiently independent of the management of the Company.
The Company concluded that all 5 members of Outside Director/Company Auditor have no possibility of causing conflict of interest
between them and shareholders, and filed them as independent director/auditor under the rules of the Tokyo Stock Exchange, Inc.
As to independence from the Company with regard to the election of Outside Director/Company Auditor, the Company judges their
independence under the below “Standard for Independence of Outside Directors and Outside Company Auditors” based on “Standardof judgment” set by Tokyo Stock Exchange, Inc.
Under the provisions of Paragraph 1, Article 427 of the Companies Act, the Company has entered into contracts with Outside Directors and Outside Company Auditors to limit their liability for damages arising from neglect of duties. The amount of the limit for liability for damages pursuant to such contracts shall be specified as the minimum amount specified by law.
<Standard for Independence of Outside Directors and Outside Company Auditors>
The Company never elects a person who falls under any of the followings as a candidate Outside Director or Outside Company Auditor in order to ensure the independence:
20 SUZUKI MOTOR CORPORATIONCorporate Governance Issues

1. Person concerned with the Company and its subsidiaries (“the Group”)(1) With regard to Outside Directors, any person who is or was a person executing business (Note 1) of the Group at present or in the past,(2) With regard to Outside Company Auditors, any person who is or was a Director, Managing Officer or employee of the Group at present or in the past, or(3) A spouse or a relative within the second degree of kinship of the present Director or Managing Officer of the Group.
2. Person concerned such as business partners or major shareholders, etc.
(1) Any person who is a person executing business of any of the followings:
1) A company of which major business partner is the Group (Note 2)2) A major business partner of the Group (Note 3)3) A major shareholder having 10% or more of total voting rights of the Company
4) A company for which the Group has 10% or more of total voting rights(2) A person who is or was a representative partner or a partner of the Group’s Independent Auditor at present or in the past
five years(3) A person who receives a large amount of remuneration from the Group other than remuneration for Director/Company Auditor (Note 4)(4) A person who receives a large amount of donation from the Group (Note 5)(5) A spouse or a relative within the second degree of kinship of the person who falls under category from (1) through (4) above
Notes 1. A person executing business:
		 A director executing business, a managing officer, an executive officer or an employee
2. A company of which major business partner is the Group:		 A company which belongs to the group of the business partner who receives 2% or more of its consolidated net sales in thelatest business year ended of the group from the Group in any of the business year in past three years
3. A major business partner of the Group:		 A company which belongs to the group of the business partner who makes payment 2% or more of the Group’s consolidated
net sales or provides the Group with 2% or more of loans of its consolidated total assets in the latest business year ended of
the Group in any of the business year in past three years
4. A person who receives a large amount of remuneration:
		 A consultant or legal or accounting expert who receives annual compensation of 10 million yen or more (for theorganization, 2% or more of its annual total revenues) in any of the business year in past three years
5. A person who receives a large amount of donation:
		 A person who receives annual donation of 10 million yen or more (for the organization, a person directly involvedin activities which is the purpose of the donation) in any of the business year in past three years

4. Development status of internal control system and risk management system
Followings are the basic policies regarding the systems to ensure the appropriateness of execution of duties (internal control systems), which were resolved at the meeting of Board of Directors of the Company.
Systems to ensure that Directors’ and employees’ execution of their duties complies with laws and regulations and the Articles of Incorporation
1) The Board of Directors shall formulate the “Suzuki Group Code of Conduct” to ensure Directors and Officers and employees in the
Company and the Group execute their duties in a healthy manner as well as shall oversee the state in which the Code is fully disseminated throughout the Group.
2) A corporate governance committee, chaired by the Officer in charge of corporate planning, shall be established under the Board of
Directors. The Corporate Governance Committee shall deploy measures for advancing in thorough compliance and promote efforts toaddress cross-sectional challenges in coordination with the relevant sections.
3) Executive General Managers shall clearly define the division of work among their responsible sections and establish work regulations
and manuals that include compliance with laws and regulations related to their responsible duties, approval and decision procedures,and rules for the confirmation process by other sections as well as make them fully known to people concerned.
4) The Human Resources Department shall hold seminars about compliance and individual laws/regulations for Directors, Officers andemployees in a continuous manner in cooperation with the Corporate Planning Office, Legal Department, Engineering Department
and other related departments.
5) To prevent violations of laws and regulation and take corrective measures at an early stage, a whistleblowing system (Suzuki Group Risk
Management Hotline) that has both internal and external contact points, shall be established to allow Directors, Officers and employees
to report on breach of laws and regulations or their possibility without any disadvantageous treatment to the whistleblower.
The Corporate Planning Office shall strive to make the whistleblowing system fully known and promote its use.

SUZUKI MOTOR CORPORATION 21

Corporate Governance Issues

Systems relating to the storage and administration of the information in relation to Directors’ execution of their duties
The minutes of the meetings of the Board of Directors and other information related to Directors’ execution of their duties shall be retained and administered by responsible sections pursuant to laws, regulations and internal regulations as well as shall be available to
Directors and Company Auditors for examination when the need arises.
Rules and other systems relating to management of the risk of loss
1) Important matters regarding corporate management shall be decided after the meetings of Board of Directors, the Executive Committee, circular resolutions and other systems deliberate and evaluate their risks in accordance with the standard for deliberation.
2) Executive General Managers shall establish work regulations and manuals that include preventive measures against risks that can bepresumed in their responsible duties, and counter-measures in case of their occurrence and disseminate them to people concerned.
3) To prepare for a large-scale disaster, action manuals and business continuity plans shall be formulated, and drills shall be carried out.
Systems to ensure that Directors’ execution of their duties is made efficiently
1) Important matters regarding corporate management shall be deliberated at the Executive Committee and other meetings prior todecision-making.
2) The Board of Directors shall clarify responsibilities regarding the execution of Managing Officers’ and Executive General Managers’ duties and supervise their execution.
3) The Board of Directors shall receive reporting from the person responsible for the execution of the duties, as necessary, on how thematters, which were decided at the meetings of the Board of Directors, the Executive Committee and other meetings, are executed
to give necessary instructions.
4) The Board of Directors shall formulate mid-term management plans that include consolidated subsidiaries and regularly verify the
progress in the business plans of the fiscal years that Executive General Managers make in order to achieve the mid-term plan.
5) The Audit Department, which directly reports to President, shall audit the state of establishment and operation of internal controls,
which are based on the basic policies, on a regular basis and report on the outcome to the Board of Directors.
The Board of Directors shall make Managing Officers and Executive General Managers, etc. attend meetings of Board of Directors, if
necessary, and ask them to explain or report on issues that were detected in activities such as internal audits and whistleblowing.
Accordingly, the Board of Directors shall give instructions for correction of the issues and ask reporting on the result.
Systems to ensure proper business operation of the Corporate Group consisting of the Company and subsidiaries
1) The Board of Directors shall formulate mid-term management plans that include consolidated subsidiaries, and the presidents of thesubsidiaries shall make business plans in the fiscal years in order to achieve the mid-term plans.
2) The Company shall set forth regulations for managing subsidiaries, which clarify the departments that are responsible for administering the subsidiaries, and receive reporting from subsidiaries on the situation of their business on a regular basis and on matters set
forth in the regulations. Important matters related to the corporate management of subsidiaries shall be subject to prior approval
from the Company.
3) The Corporate Governance Committee shall deploy thorough compliance and measures for risk management, which include consolidated subsidiaries, to the presidents of subsidiaries as well as give them necessary assistance in coordination with the relevant
departments.
The Audit Department, directly reporting to President, shall regularly audit the state of dissemination of the “Suzuki Group Code of
Conduct”, compliance, risk management and the state of establishment of a whistleblowing system as well as report the results to
the Board of Directors.
The Board of Directors shall make the presidents of subsidiaries attend meetings of Board of Directors, if necessary, and ask them toexplain or report on issues that were detected in activities such as internal audits and whistleblowing. Accordingly, the Board of Directors shall give instructions for correction of the issues and ask reporting on the result.
4) The Corporate Planning section shall disseminate the Suzuki Group Risk Management Hotline to subsidiaries to allow the Directors,
Officers and employees of subsidiaries to report directly to the Company on violations of laws and regulations or their possibility.

22 SUZUKI MOTOR CORPORATIONCorporate Governance Issues

Matters for employees to support duties of the Company Auditors when the Company Auditor seeks appointment of the employees, matters for independence of such employees from the Directors and matters for ensuring the efficiency of instructions
given the employees
1) The Company shall establish Secretariat of Audit & Supervisory Board in which staff is dedicated to executing their duties under the
direction of Company Auditors.
2) Company Auditors whom the Audit & Supervisory Board appoints can ask a change of their staff anytime, and Directors shall not refuse the requests without right reason.
3) Transfers, treatments, disciplinary punishments, etc. of the staff in the Secretariat of Audit & Supervisory Board shall be subject to approval from Company Auditors whom the Audit & Supervisory Board appoints. The staff’s performance assessment shall be conductedby Company Auditors whom the Audit & Supervisory Board appoints.
Systems for reporting to the Company Auditors
1) Company Auditors may attend the Executive Committee, other important meetings and various committees in addition to meetingsof Board of Directors to ask questions and express their opinions.
2) In additions to delivering circular resolutions and other important documents to Company Auditors, the Board of Directors, departments and the presidents of subsidiaries shall submit necessary information and report on the state of business and operations at
the request of Company Auditors.
3) On finding the fact that can cause serious damage to the Suzuki Group, the Board of Directors shall report on the fact to the Audit &Supervisory Board immediately.
4) The Audit Department, directly reporting to President, shall report on the results of internal audits to the Audit & Supervisory Board.
5) One of the contacts of the Suzuki Group Risk Management Hotline shall be Company Auditors. In addition, the state of whistleblowing
activities outside that of Company Auditors shall be reported to Company Auditors on a regular basis.
6) The Company will not treat those who reported to Company Auditors to their disadvantage and shall ask the subsidiaries to treat
them in the same way.
Matters regarding procedures for prepayment or redemption of expenses arising from the execution of duties of Company Auditors and processing of other expenses or liabilities arising from the execution of such duties
The Company shall budget a certain amount of fund each year to pay expenses, etc. caused by the execution of Company Auditors’ duties. When Company Auditors claim an advance payment of expenses and others related to the execution of their duties, the Company
shall treat the claim without delay.
Other System to ensure effecting auditing by the Company Auditors
Company Auditors may seek advice, etc. from lawyers and other external experts, if necessary, at the expense of the Company.

5. Remuneration for Directors and Company Auditors
Remuneration paid to Directors and Company Auditors is as follows:(Amount of remuneration: million yen, Number of payees: person)
Classification

Total amount of
remuneration

Basic
remuneration

Amount of each type of remuneration
RemunerationBonus
as the formof share acquisition

Stock
optionNumber ofpayeesDirectors(excluding Outside Directors)

331

271

―

40

19

9

Outside Directors

20

20

―

―

―

2

Total

352

292

―

40

19

11

Company Auditors(excluding Outside Company Auditors)

47

47

―

―

―

2

Outside Company Auditors

16

16

―

―

―

3

Total

63

63

―

―

―

5

SUZUKI MOTOR CORPORATION 23

Corporate Governance Issues

Notes: 1. The amount of remuneration limit for Directors (¥80 million per month) was resolved at the 135th Ordinary General Meetingof Shareholders held on 28 June, 2001. The amount of remuneration limit for Company Auditors (¥8 million per month) was
resolved at the 123rd Ordinary General Meeting of Shareholders held on 29 June, 1989. The maximum amount of remuneration
for Directors for stock options as compensation (¥170 million per year) was resolved at the 147th Ordinary General Meeting of
Shareholders held on 27 June, 2013 and 148th Ordinary General Meeting of Shareholders held on 27 June, 2014.
2. Regarding the “Bonus” column for Directors (not including Outside Directors): expenses of 210,000,000 yen had originallybeen appropriated for FY2015, based on the calculation methods linked to the Company’s performance for the fiscal year
given in “Policy on determining the amount of remuneration, etc. for Directors/Company Auditors.” However, it was later
discovered that there were cases of improper activities that were inconsistent with national regulations with regards to gas
emission and fuel consumption testing of the Company’s automobiles. As such, it was decided that the agenda item to pay
bonuses to the Directors would not be referred to the 150th Ordinary General Meeting of Shareholders to be held on June29, 2016.
3. The above-mentioned “remuneration as the form of share acquisition” is the amount recorded as expenses of FY2015, among
remuneration, etc. to be paid within the range of the amount of remuneration limit (monthly amount) approved at the General
Meeting of Shareholders.
4. The above-mentioned “stock options” is the amount recorded as expenses of FY2015, among the amount of remuneration forstock acquisition rights granted for stock options in FY2014.
5. The above includes two Directors who retired at the closure of the 149th Ordinary General Meeting of Shareholders held on 26
June 2015.
6. In addition to the above, ¥21 million was paid to two retired Directors as retirement benefits for Director under the resolution
at the 140th Ordinary General Meeting of Shareholders held on 29 June 2006.
Policy on determining the amount of remuneration, etc. for Directors/Company Auditors(Remuneration of Directors)
Remuneration of Directors (excluding Outside Directors) shall consist of basic remuneration for each position (fixed sum), bonus
linked to the Company’s performance of each fiscal year and stock-based remuneration linked to the Company’s mid- and longterm performance or stock price. Remuneration of Outside Directors shall be solely basic remuneration (at the fixed amount).
Also, remuneration of Directors shall be decided by the Board of Directors based on the deliberation results of the Advisory Committee on Personnel and Remuneration, etc., of which Outside Directors/Auditors make up the majority of the membership, on thepolicy regarding the decision of Director’s remuneration, standards, remuneration system and adequacy of the remuneration level.
The basic remuneration shall be within the range of the amount of remuneration limit (monthly amount) approved at a General
Meeting of Shareholders, and the amount of remuneration for each Director shall be determined and paid in consideration of theduties and responsibilities of each Director.
As for bonuses, a proposal based on the calculation method linked with the Company’s performance shall be submitted to an Ordinary General Meeting of Shareholders for approval and then paid.
The stock-based remuneration shall be paid within the range of amount of remuneration limit (monthly amount) approved at theGeneral Meeting of Shareholders, as the remuneration that is linked to mid-and long-term Company’s performance and stock price.
Directors shall contribute such type of remuneration to the officer stockholding association every month, acquire the Company’s
shares and continuously hold them during their term of office.
(Remuneration of Company Auditors)
Remuneration of Company Auditors shall be solely basic remuneration (at fixed amount), and the amount shall be decided and paidin the discussion among Company Auditors within the range of the amount of remuneration limit (monthly amount) approved at a
General Meeting of Shareholders.
(Reference)
Remuneration of Directors are calculated using a method based on points set for each position of Directors as per below.
As for the calculation method, the Company received a document that states that all Company Auditors agreed on appropriatenessof the method.

24 SUZUKI MOTOR CORPORATIONCorporate Governance Issues

1. Calculation method
Paid amount = Net income attributable to owners of the parent × 0.18% × Each Director’s point ÷ Total of Director’s point
Notes: 1. “Indexes on profits for such accounting period” stated in Article 34(1)(iii)(a) of Corporation Tax Act of Japan is “Net
income attributable to owners of the parent”.
2. Amount of above-mentioned “Net income attributable to owners of the parent” used in the method is an amount before
accounting loss of such paid remuneration amount.
3. Amount of net income attributable to owners of the parent multiplied by 0.18% is rounded down to the nearest million.
2. Number and point of Directors by position
Point

Number of Directors

Total Point

Chairman

30

1

30

Vice Chairman

18

1

18

President

22

1

22

Executive Vice President

18

­—

—

Directors

13

3

39

Total

―

6

109

Note: Above number is based on number of Directors as of 29 June, 2016.

3. Eligible person
Only Directors that apply to “Managing members” as stated in Article 34(1)(iii) of Corporation Tax Act of Japan, and excludes Outside Directors.
4. Fixed amount“Fixed amount” as stated in Article 34(1)(iii)(a)[1] of Corporation Tax Act of Japan is limited up to ¥300 million. If amount of net income attributable to owners of the parent multiplied by 0.18% exceeds ¥300 million, ¥300 million divided by each Director’s point
would become remuneration of each Director.
5. Others
Remuneration of Director retiring during the fiscal year would be decided by calculating amount of remuneration that would havebeen paid if expiring the full fiscal year, and dividing it by the actual service months (rounded down to the nearest 10,000).

6. Remuneration for Independent Auditor
FY2014FY2015

Remuneration based on
audit certification(millions of yen)

Remuneration based on
non-audit operation(millions of yen)

Remuneration based on
audit certification(millions of yen)

Remuneration based on
non-audit operation(millions of yen)

The Company

85

―

88

10

The Group

3

―

3

―

Total

88

―

91

10

Division* Because the remuneration amount for the audit under Companies Act of Japan and for the audit under Financial Instrument and Exchange Act of Japan is not divided in the
Auditing Agreement between the Company and Independent Auditor and is not be able to be actually divided, the amount described in the above specifies the total of these
remuneration amounts.

SUZUKI MOTOR CORPORATION 25

Risks in Operations

Risks in Operations
Risks that may affect the management results, stock price and financial situation of the Group include the followings.
Forward-looking statements in this section are based on our conclusions as of the end of current consolidated fiscal year.

(1) Risk relating to markets- Change in economic situations, demand fluctuation in the markets

The long term economic slowdown, world economic deterioration and financial crisis, and the reduced buying motivation of the consumers may lead to a substantially reduced demand for the products of the Group including automobiles, motorcycles and outboard
motors. They may also adversely affect the performance and financial conditions of the Group.
In addition, we conduct businesses around the world, and our dependency on the overseas manufacturing plants especially in theemerging countries of the Asian regions has been increasing over the years. The unexpected situation in these markets such as the
rapid change in the economic situations may adversely affect the performance and financial conditions of the Group. Further, unexpected change or new application of tax systems, financial policies and others in each country may also adversely affect the performance and financial conditions of the Group.

- Severer competitions with other companies

We are facing competitions with rival companies in every global market where we conduct our businesses. As the automobiles andmotorcycles industries in the world are globalized further, competitions may get harder. Competitions with other companies include
various aspects such as product quality, safety, price, environmental performance, as well as efficiency of product development andmanufacturing system, establishment of sales and service systems and sales finance.
We will make further efforts for maintaining and improving our competitive edges, but there may be risks that impede our competitive advantages.

(2) Risk relating to business- New product development and launching abilities

It is very important for an automobile and motorcycle manufacturer to grasp correctly the customer needs and environment surrounding cars and to develop and launch to the market new attractive products that satisfy the customers in a timely manner. It has become
more important than ever to grasp the customer needs that rapidly change and environment surrounding cars, such as the reduced
demands caused by domestic and overseas economic slowdown, the increased interest in the environmental performance and therapid spread of cars loaded with advanced technology.
Besides, launching of new products will require abilities of specific product development, development capability of advanced technology toward the future, and further abilities of continually manufacture products, in addition to appropriately understanding customer
needs and environment surrounding cars.
However, even if we are able to grasp correctly the customer needs and environment surrounding cars, we may not be able to develop
new products matching the customer needs in a timely manner on account of technical abilities, procurement of parts, production capabilities, securities of superior human resources and other factors. If we are unable to launch products matching the customer needs
to the market in a timely manner, the sales share and sales may be reduced, which may adversely affect the performance and financial
conditions of the Group.

- Change in product prices and purchase prices, dependence on specific suppliers

Various factors including insufficient supply or price rise of specific parts and raw materials, unstable economic conditions, revisions ofimport regulations and harder price competition may rapidly change the product prices and purchase prices of the Group. There is no
guarantee that such rapid price change does not last long or such change does not occur in the markets where there have not beensuch changes so far. Rapid changes in product prices and purchase prices may adversely affect the performance and financial positions of the Group in any market where we conduct our businesses.
In addition, the procurement of some of the parts has been limited to specific suppliers on account of technical abilities, quality, andprice competitiveness. If we are unable to obtain the parts continuously and stably on account of unforeseeable accidents of the suppliers, it may adversely affect the performance and financial conditions of the Group.

- Business development in various countries in the world

We have been conducting our businesses in various countries in the world, and in some of the countries, we conduct joint ventureswith local companies in accordance with local laws or other requirements. These businesses are restricted by various legal and otherregulations in each country (including those related to tax, tariff, overseas investment and fund transfer to the home country). Anychanges to such regulations, or management policies or management environment of the joint venture partners may adversely affectthe performance and financial conditions of the Group.

- Fluctuations of exchange rates and interest rates

We export automobiles, motorcycles, outboard motors and related parts to various countries in the world from Japan. In addition, we
export those products and parts from the overseas manufacturing plants to multiple other countries. The ratio of the overseas sales hasreached about 70 percent of consolidated sales for the current consolidated fiscal year. As the Group depends heavily on the overseas
manufacturing plants located mainly in emerging countries, it is susceptible to fluctuations in the foreign currencies. Also, since the Groupprocures a major part of fund in Japan where interest rates continue to be low, it is susceptible to changes in the interest rates.
We take hedging measures such as forward exchange contracts and decentralization of production sites to optimize the production
system globally to reduce the risks of exchange rates and interest rates fluctuations, but it is impossible to hedge every risk. The currencies appreciation in main production countries against other currencies may adversely affect the performance and financial conditions of the Group. On the other hand, by transferring production sites to other countries, it may result in opportunity losses that the
26 SUZUKI MOTOR CORPORATION

Risks in Operations

Group can no longer benefit from foreign exchange gain in export even when the currency of its local country weakens.
Further, rapid increase of interest rates in Japan may adversely affect the performance and financial conditions of the Group.

- Government regulations

Various legal regulations are applied to the automobiles, motorcycles and outboard motor industries in relation to the emission level ofemission gas, mileage, noises, safety and contaminated material emission level from the manufacturing plants. These regulations may
be revised, in many cases strengthened. Expenses to comply with these regulations may largely affect the performance of the Group.
In addition, many governments determine the imposition of tariffs, price control regulations and exchange control regulations. The
Group is paying expenses to comply with these regulations and will expect to continue bearing them.
We may pay more expenses depending on the establishment of new laws or changes of existing laws. Further, unexpected changes or
new application of tax systems and economic measures of each country may adversely affect the performance and financial conditions of the Group.

- Quality assurance

We place the top priority on the product safety and make efforts to establish the quality assurance system from development to sales.
We buy insurance for the product liability, but there are risks not covered by insurance. The occurrence of large expenses for a largescale recall to ensure safety of the customers may adversely affect the performance and financial conditions of the Group.

- Alliance with other companies

We conduct various alliance activities with automobile manufacturer around the world and other companies such as for research anddevelopment, manufacturing, sales and finance, but factors that cannot be controlled by the Group such as situations inherent to thealliance partners may adversely affect the performance and financial conditions of the Group.

- Dependency on information technology

We create, process and stock information in the form of electronic data in all areas of the business activities such as design and development, production, marketing and accounting. The Group’s products are also equipped with a variety of electronic control systems, which
control vehicles and mounted equipment. While safety measures have been taken on the said items, infrastructure failure such as power
shutoff and attacks by computer hacker and viruses may occur. If the group’s operation is interrupted, and data is destroyed or lost, andleakage of confidential information takes place, it may adversely affect the performance and financial conditions of the Group.

- Leakage of information

We have adopted a structure to prevent leakage of personal information of inside and outside of company and confidential information
related to the Group’s management, operation and technology, etc. But if such information is leaked or used without due authorization
attributable to unexpected circumstances, the Group may be subject to legal demand, lawsuit, indemnity liability and obligation to pay
a fine, and this may adversely affect the performance and financial conditions of the Group.

- Compliance
We have established a compliance system to prevent violation of laws and regulations and respond quickly to various issues related tocompliance. Nevertheless, if we detect a fact of violation of laws or inappropriate response to compliance issues due to unexpectedcircumstances, the Group’s social credibility may be affected seriously, which may adversely affect the performance and financial conditions of the Group.

- Protection of intellectual property
We have stocked intellectual property such as technology and knowhow to distinguish its products with those of competitors, andhave taken measures to protect such property and to prevent infringement of intellectual property rights by a third party. Nonetheless,if the Group’s intellectual property is infringed unlawfully, or if the Group is pointed out by a third party to have infringed intellectual
property rights and faces lawsuit or asked to terminate manufacturing and marketing of its products and to pay indemnity, it may adversely affect the performance and financial conditions of the Group.

- Legal proceedings
We may become a party to lawsuits and other legal proceedings in the course of our business activities. In the case where any judgments
disadvantageous to us are made in such legal proceedings, it may adversely affect the performance and financial conditions of the Group.

- Influences of natural disasters, epidemics, wars, terrorism and strikes, etc.

In Japan, we are exposed to a variety of risks such as natural disasters including earthquake, typhoon and flood and unexpected accident. Especially, the Group’s major facilities including head office, R&D sites and major manufacturing plants are concentrated in the
Tokai region where occurrence of periodic massive earthquakes is highly probable.
We have taken various preventive measurements such as quake-resistant measures for buildings and facilities, fire preventive measures, establishment of BCP (Business Continuity Plan), purchases of earthquake insurances and others to minimize the influences ofdamage by natural disasters such as Tokai and Tonankai Earthquake. But, occurrences of any Tokai and Tonankai Earthquake may adversely affect the performance and financial condition of the Group largely.
We also conduct businesses around the world and are exposed to number of risks relating to our overseas operations. These risks
around the world are natural disasters, epidemics, wars, terrorism, strikes, and various matters attributable to unstable political andsocial situation and difficulties, etc. These unexpected events may delay or suspend the purchase of raw materials and parts, manufacturing, sales of products, and provision of logistics and services. If such delay or suspension caused by any of these factors occur or
prolong, it may adversely affect the performance and financial conditions of the Group.
Further, there are various risks other than those mentioned above, and what have been stated in this section does not represent all
the risks of the Group.
SUZUKI MOTOR CORPORATION 27

The Status of the Corporate GroupThe Status of the Corporate GroupThe outline of the corporate group
The corporate group of the Company consists of subsidiaries of 136 companies and affiliates of 33. The
main businesses are manufacturing and marketing of automobiles, motorcycles, marine & power products,
motorized wheelchairs, electro senior vehicles and houses, further developing the businesses of logistics
and other services related to the respective operations.
The position of the group companies in relation to the segmentation is as follows.

Automobile

Marine and Power products, etc.

Automobiles are manufactured by the Company as well as
in overseas, by subsidiaries, Magyar Suzuki Corporation Ltd.,
Maruti Suzuki India Limited and by an affiliate, Chongqing
Changan Suzuki Automobile Co., Ltd. and others. Some of parts
are manufactured by Suzuki Auto Parts Mfg. Co., Ltd. and others, and they are purchased by the Company.
The marketing of automobiles is carried out in the domestic
market by a subsidiary, Suzuki Motor Sales Kinki Inc. and othermarketing companies throughout the market, and in overseas
markets, by a subsidiary, Suzuki Deutschland GmbH and othermarketing companies and manufacturing & marketing companies. The business of logistics services is conducted by a subsidiary, Suzuki Transportation & Packing Co., Ltd.

Outboard motors are manufactured mainly by the Company andmarketed by a subsidiary, Suzuki Marine Co., Ltd. and others.
In the domestic market, the marketing of motorized wheelchairs and electro senior vehicles are conducted by a subsidiary, Suzuki Motor Sales Kinki Inc. and others, and the marketing of houses is conducted by a subsidiary, Suzuki BusinessCo., Ltd.

Motorcycle
Motorcycles are manufactured by the Company as well as inoverseas, by a subsidiary Thai Suzuki Motor Co., Ltd. and anaffiliate, Jinan Qingqi Suzuki Motorcycle Co., Ltd. and others.
Some of parts are manufactured by a subsidiary, Suzuki Auto
Parts Mfg. Co., Ltd. and others, and those parts are purchasedby the Company.
The marketing of the motorcycles is conducted in the domestic
market by a subsidiary, Suzuki Motorcycle Sales Inc. and othermarketing companies, and in overseas markets through a subsidiary, Suzuki Deutschland GmbH and other marketing companies and manufacturing & marketing companies.

28 SUZUKI MOTOR CORPORATIONThe Status of the Corporate GroupOperation Flow Chart
Operation flow chart is as follows (Major companies only)

No marks : Subsidiaries: Affiliates

Magyar Suzuki Corporation Ltd.

Flow of services

Maruti Suzuki India Ltd.
Suzuki Motor Gujarat Private Ltd.

A /M : Automobile
M/C : Motorcycle
M/P : Marine and Power products, etc.

A/M M/C M/P○○○Suzuki Motorcycle India Private Ltd.
PT Suzuki Indomobil Motor
Pak Suzuki Motor Co., Ltd.
Suzuki Motor (Thailand) Co., Ltd.

○○○

Thai Suzuki Motor Co., Ltd.
Suzuki Philippines Inc.

Domestic Manufacturing Companies A/M M/C M/PSuzuki Auto Parts Mfg. Co., Ltd.
Snic Co., Ltd.
Suzuki Toyama Auto Parts Mfg Co., Ltd.

○

○

○

○

○

○

○

Suzuki Transportation& Packaging Co., Ltd.

○

○

○

○

○

Suzuki Motor de Colombia S.A.

○

☆ Chongqing Changan
Suzuki Automobile Co., Ltd.

○☆ Jiangxi Changhe Suzuki
Automobile Co., Ltd.

○

Overseas Marketing Companies
Suzuki Deutschland GmbH
Suzuki GB PLC
Suzuki Italia S.p.A.

A/M M/C M/P○○Suzuki France S.A.S.
Logistic Services○

Suzuki Manufacturing ofAmerica Corp.

☆ Jinan Qingqi Suzuki
Motorcycle Co., Ltd.

○The Company☆ Hamana Parts Industry Co., Ltd.

○

○

○

Suzuki Motor Iberica, S.A.U.
Suzuki Austria Automobil Handels GmbH
Suzuki Finance Europe B.V.
Suzuki Motor of America, Inc.
Suzuki Australia Pty. Ltd.
Suzuki Motor de Mexico, S.A. de C.V.

Domestic Marketing Companies

Suzuki Motor Sales Hamamatsu Inc.
Suzuki Motor Sales Kinki Inc.

A/M M/C M/P
○

○

○

○

○

○

○

○

○
○

○

○

○

○

Other Domestic Companies
Suzuki Business Co., Ltd.

○

○

○

○

○

○

○

○

○

○

○

A/M M/C M/P
○

○

○
○

○

Suzuki Marine Co., Ltd.
Suzuki Finance Co., Ltd.

○○

Suzuki Motorcycle Sales Inc.
Suzuki Motor Sales Tokyo Inc.

○

Dealers and Customers

Overseas Manufacturing &Marketing Companies

Flow of products, parts○

A/M M/C M/P○○○

SUZUKI MOTOR CORPORATION 29

FINANCIAL SECTIONCONTENTSManagement Discussion and Analysis......................................................... 31
Five-Year Summary...................................................................................... 33
Consolidated Financial Statements.............................................................. 34
Consolidated Balance Sheets.............................................................................. 34
Consolidated Statements of Income andConsolidated Statements of Comprehensive Income..................................... 36
Consolidated Statements of Changes in Net Assets............................................. 38
Consolidated Statements of Cash Flows.............................................................. 40
Notes to Consolidated Financial Statements....................................................... 41
Independent Auditor’s Report.............................................................................. 66

30 SUZUKI MOTOR CORPORATION

Management Discussion and Analysis

Management Discussion and Analysis

1. Operating results(1) The operating results by business segment(a) Motorcycle
The net sales decreased by ¥16.6 billion (6.6%) to ¥233.9 billion year-on-year mainly owing to the decrease in Indonesia,
despite sales contribution of the new road sportbike GSX-S1000 and the Indian Gixxer. The operating loss of ¥0.7 billion in theprevious fiscal year became an operating loss of ¥10.2 billion partly owing to the quality-related expenses. The Company will
strive to eliminate its loss-making structure through selection and concentration on the motorcycle business.
(b) Automobile
The Company made efforts to expand its sales and strengthen the products, such as receiving high appraisal in Japan for the
Alto and Alto Lapin minicars including the RJC Car of the Year award (the second consecutive win for the Company following the Hustler minicar in the previous year), and launching Solio, Escudo (Vitara), Ignis, and Baleno compact cars in Japan.
However, owing to the hike in the rate of the light motor vehicle tax and decrease in the OEM sales, the Japanese domestic
net sales decreased year-on-year. The overseas net sales increased year-on-year mainly owing to the sales contribution of theVitara in Europe and the increase in India and Pakistan. Consequently, the net sales of the automobile business increased by¥176.5 billion (6.5%) to ¥2,878.5 billion year-on-year. The operating income increased by ¥20.8 billion (12.1%) to ¥192.6 billion
year-on-year mainly owing to the increase in the income in India.
(c) Marine and Power products, etc.
The net sales increased by ¥5.3 billion (8.3%) to ¥68.3 billion year-on-year mainly owing to the increase in the sales of outboard motors in the US. The operating income increased by ¥4.6 billion (55.8%) to ¥12.9 billion year-on-year.

(2) The operating results by geographical areas(a) Japan
The net sales increased by ¥45.2 billion (2.6%) to ¥1,810.2 billion year-on-year mainly owing to expansion of triangular trade
via Japan. The operating income decreased by ¥5.9 billion (6.5%) to ¥84.8 billion year-on-year mainly owing to the increase in
the research and development expenses and the depreciation.
(b) Europe
The net sales increased by ¥114.4 billion (26.2%) to ¥550.5 billion year-on-year mainly owing to the sales contribution of allnew compact SUV Vitara and expansion of triangle trade via Japan. The operating income increased by ¥1.6 billion (31.4%)
to ¥6.7 billion year-on-year.
(c) Asia
The net sales increased by ¥189.9 billion (14.5%) to ¥1,496.1 billion year-on-year mainly owing to the increase in the sales ofautomobile in India and Pakistan, despite the decrease of the sales in Indonesia. The operating income increased by ¥22.2
billion (27.2%) to ¥103.8 billion year-on-year mainly owing to the increase in the income in India and Pakistan.
(d) Other areas
The net sales decreased by ¥4.8 billion (3.0%) to ¥154.4 billion year-on-year partly owing to the adjusting stock of motorcycle,
despite the increase in the sales of outboard motors in the US. The operating income decreased by ¥0.2 billion (7.2%) to ¥2.4
billion year-on-year owing to the decrease of income in Latin America and others.

(3) Selling, general and administrative expenses

In the current consolidated fiscal year, the amount of selling, general and administrative expenses increased of ¥25.8 billion (4.0%)
to ¥671.6 billion year-on-year mainly owing to increase of sales expenses such as advertising expenses.

(4) Other income and expenses

In the current consolidated fiscal year, the net amount of other income and expenses was a gain of ¥50.3 billion, which increased by ¥36.5
billion year-on-year. This was due to increase of gain on sales of investment securities from the previous fiscal year.

SUZUKI MOTOR CORPORATION 31

Management Discussion and Analysis(5) Forecasts for the next fiscal year

For the next fiscal year, the Company prospects increase in sales of automobiles mainly in Europe and India. However, the Company prospects decrease in sales and income results owing to the appreciation of the yen. The Group will work as one to reformin every field and pursue the business activities to accomplish more than the below forecasts for the consolidated operating
results.
(Forecasts for the consolidated operating results-First Half)
Net Sales¥1,500.0 billion(down 3.6% year-on-year)
Operating income¥90.0 billion(down 11.0% year-on-year)
Net income attributable to¥46.5 billion(down 41.2% year-on-year)
owners of the parent(Forecasts for the consolidated operating results-Full Year)Net Sales¥3,100.0 billion(down 2.5% year-on-year)
Operating income¥180.0 billion(down 7.8% year-on-year)
Net income attributable to¥93.0 billion(down 20.3% year-on-year)
owners of the parent
Foreign exchange rates 105 yen/US$, 120 yen/Euro, 1.60 yen/Indian Rupee		
0.80 yen/100 Indonesian Rupiah, 3.00 yen/ Thai Baht
* The forecasts for the next fiscal year mentioned above are based on currently available information and assumptions,contain risks and uncertainty, and do not constitute guarantees of future achievement. Please note that the actual results
may greatly vary by the changes of various factors. Those factors, which may influence the actual results, include economic
conditions and the trend of demand in major markets and the fluctuation of foreign exchange rate (mainly US dollar/Yen rate,
Euro/Yen rate and Indian Rupee/Yen rate).

2. Liquidity and capital resources
Cash flow

Cash flow provided by operating activities for fiscal year 2015 (April 2015 to March 2016) amounted to ¥294.1 billion (¥255.0 billion was provided in the previous fiscal year). In investing activities, ¥242.4 billion was used for purchase of short-term investment
securities, the acquisition of property, plant and equipment and other purposes (¥120.9 billion was used in the previous fiscal
year). As a result, free cash flow amounted to ¥51.7 billion of positive (¥134.1 billion of positive for the previous fiscal year). In
financing activities, ¥520.4 billion was used for purchase of treasury stock and other purposes (¥84.5 billion was provided in theprevious fiscal year).
As a result, the balance of cash and cash equivalents as of 31 March 2016 amounted to ¥450.1 billion and decreased by ¥482.2
billion from the end of previous fiscal year.

3. Significant accounting policies
For information regarding significant accounting policies, please refer to the Notes to Consolidated Financial Statements.
* An amount less than 100 million yen has been rounded off in “Management discussion and analysis” section.

32 SUZUKI MOTOR CORPORATIONFive-Year Summary
SUZUKI MOTOR CORPORATIONCONSOLIDATED

Thousands of
US dollars(except per
share amounts)

Millions of yen(except per share amounts)

2016

2015

2014

2013

2012

2016

Net sales.......................................

¥3,180,659¥3,015,461¥2,938,314¥2,578,317¥2,512,186$28,227,361

Net income attributable to ownersof the parent..................................

116,660

96,862

107,484

80,38953,887

1,035,323

234.98172.67

191.60143.31

96.06

2.09

172.63191.57131.6788.28

Years ended 31 March

Net income per share:
Primary (yen / US dollars).........
Fully diluted (yen / US dollars)..
Cash dividends per share(yen / US dollars)..........................
Net assets.....................................
Total current assets.......................
Total assets...................................
Depreciation and amortization.....

234.9232.00

1,187,703

1,632,630

2,702,008

168,315

27.00

24.00

18.00

15.00

1,701,390

1,494,357

1,298,553

1,111,757

2,008,729

1,790,832

1,560,218

1,509,568

3,252,800

2,874,074

2,487,635

2,302,439

134,377

117,188

93,680103,117

NON-CONSOLIDATED

Net sales.......................................
Net income...................................

0.28

10,540,496

14,489,091

23,979,484

1,493,749

Thousands of
US dollars(except per
share amounts)

Millions of yen(except per share amounts)

Years ended 31 March

2.09

2016

2015

2014

2013

2012

2016

¥1,609,065¥1,663,147¥1,498,853¥1,422,595¥1,383,269$14,279,954

51,24867,21936,405

15,84678,593

697,490

Net income per share:
Primary (yen / US dollars).........

158.28

1.41

91.34

119.81

64.89

28.25

Fully diluted (yen / US dollars)..

158.2591.32

119.79

59.64

25.98

1.40

Cash dividends per share(yen / US dollars)..........................

32.00

27.00

24.00

18.00

15.00

0.28

937,767

859,224

761,353

703,292

669,423

1,191,614

1,070,668

921,352

921,669

2,096,545

1,850,068

1,641,700

1,597,903

37,42133,60535,62638,532

Net assets.....................................
Total current assets.......................
Total assets...................................
Depreciation and amortization.....

452,701

1,519,889
40,935

4,017,587
5,940,921

13,488,548

363,288

Note: Yen amounts are translated into US dollars for convenience only, at ¥112.68 = US$1, the prevailing exchange rate as of 31 March 2016.

SUZUKI MOTOR CORPORATION 33

Consolidated Financial Statements
Consolidated Balance Sheets
As of 31 March 2016 and 2015

SUZUKI MOTOR CORPORATIONAND CONSOLIDATED SUBSIDIARIESASSETS
Current assets:
Cash and cash equivalents *NOTE 11 ....................................

Thousands of
US dollars

Millions of yen

2016

2015

2016

¥ 450,088¥ 932,261$ 3,994,398

335,343

316,826

2,976,072

286,301

314,391

Receivables:
Notes and accounts receivable-trade *NOTE 5 .................
Allowance for doubtful accounts....................................
Inventories...........................................................................
Deferred tax assets *NOTE 9 ..................................................
Others..................................................................................
Total current assets.............................................................

(5,528)(4,156)(49,061)

2,540,836

116,378

115,015

1,632,630

2,008,729

14,489,091

255,013259,540

2,263,163

450,046

334,391

1,032,819

3,994,027

Property, plant and equipment:
Land *NOTE 6 ..........................................................................
Buildings and structures *NOTE 6...........................................

Machinery, equipment and vehicles.....................................
Tools, furniture and fixtures...................................................

416,217

1,286,385

408,683

403,922
1,280,563
391,797

Construction in progress....................................................

50,36170,456

Accumulated depreciation.................................................

(1,659,584)(1,610,388)

2,416,660

Total property, plant and equipment..................................

Investments and other assets:
Investment securities *NOTE 5 ...............................................
Investments in affiliates *NOTE 5 ............................................
Assets for retirement benefits *NOTE 8Deferred tax assets *NOTE 9..................................

..................................................

Others..................................................................................
Total investments and other assets................................
Total assets..........................................................................

2,406,280

11,416,272

3,626,939
446,938

21,447,114(14,728,295)

757,076795,892

6,718,818

226,516

341,325

2,010,260

46,25050

14,77324,709312,301¥2,702,008

59,544
1,860
19,98525,462
448,179¥3,252,800

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

34 SUZUKI MOTOR CORPORATION

3,693,799

410,462447

131,111219,292

2,771,574$23,979,484

Consolidated Financial Statements

Thousands of
US dollars

Millions of yen

LIABILITIES AND NET ASSETS
Current liabilities:

Short-term loans payable *NOTE 5 and 6 ..................................
Current portion of long-term loans payable *NOTE 5 and 6......

Accounts payable-trade *NOTE 5 ..........................................
Electronically recorded obligations....................................
Income taxes payable........................................................

2016

2015

2016

¥ 201,507¥ 177,805$ 1,788,315

402,624

479,950

29,486

21,79764,98264,055

104,145—576,7033,573,165
568,476
261,686

Accrued expenses *NOTE 5 ...................................................

183,695

Deferred tax liabilities *NOTE 9 ..................................................

481

6,190

1,145,956

1,152,601

10,170,006

262,797272,717

2,332,249

Provision for product warranties *NOTE 4 ..............................
Others *NOTE 6.......................................................................

Total current liabilities..........................................................
Noncurrent liabilities:

Long-term loans payable *NOTE 5 and 6 ..................................
Liabilities for retirement benefits *NOTE 8..............................

Provision for disaster *NOTE 4 ................................................
Deferred tax liabilities *NOTE 9..............................................

Others *NOTE 6........................................................................
Total noncurrent liabilities...................................................
Total liabilities......................................................................

66,032133,089

56,346

3,056

7,484

38,663368,348

1,514,305

181,21760,305
121,188

40,791
8,923
43,76632,609398,808

1,630,239

586,0134,274

1,181,131

500,061

27,122

66,418343,129

3,268,981

1,551,409

13,438,988—

1,224,838

Net assets:
Shareholders’ equity: *NOTE 12
Capital stock:
Common stock: Authorized-1,500,000,000 shares Issued,
as of 31 March 2016 – 491,000,000...............................
as of 31 March 2015 – 561,047,304...............................
Capital surplus....................................................................
Retained earnings..............................................................
Treasury stock *NOTE 14 .........................................................

138,014—138,014913,656

1,082,440

144,166(191,169)

144,364(62)—

1,279,428

8,108,421(1,696,568)

1,004,668

1,364,757

8,916,119

77,624

158,788688,897(115,551)(42,997)

Total accumulated other comprehensive income.............

(46,970)

117,333(416,849)

Subscription rights to shares *NOTE 16 .............................

188

250

1,676

¥1,187,703¥1,701,390$10,540,496¥2,702,008¥3,252,800$23,979,484

Total shareholders’ equity...................................................
Accumulated other comprehensive income:
Valuation difference on available-for-sale securities.........
Deferred gains or losses on hedges..................................
Foreign currency translation adjustment...........................
Accumulated adjustment for retirement benefits..............

Non-controlling interests.................................................
Total net assets
Commitments and contingent liabilities *NOTE 17
Total liabilities and net assets.............................................

536(9,580)229,816679
864

219,048

4,762(1,025,481)(85,027)

2,039,549

SUZUKI MOTOR CORPORATION 35

Consolidated Financial Statements

Consolidated Statements of Income and Consolidated Statements of Comprehensive Income(Consolidated Statements of Income)Years ended 31 March 2016 and 2015

SUZUKI MOTOR CORPORATIONAND CONSOLIDATED SUBSIDIARIESNet sales................................................................................

Cost of sales.........................................................................

2016

2015

2016

¥3,180,659¥3,015,461$28,227,361

2,313,779

2,190,309

866,879

Gross profit..........................................................................
Selling, general and administrative expenses.................

Other income (expenses):
Interest and dividend income............................................
Equity in earnings (losses) of affiliates...............................
Income before income taxes etc....................................
Income taxes: *NOTE 9
Current.................................................................................

1,733,300

20,88525,259185,355

Net income..........................................................................

(2,492)(1,454)

245,631

193,246

2,179,903

87,27970,589774,576

Primary................................................................................
Fully diluted.........................................................................
Cash dividends per share...................................................

65,619819,408

153,300

127,627

1,360,495

234.98234.92

32.00

325,171

30,765¥96,862$ 1,035,323

US dollars¥

172.67172.63
27.00

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

36 SUZUKI MOTOR CORPORATION

44,832

92,330¥ 116,660¥

339,999(4,970)Yen

Net income per share:(22,119)(549)

36,640Net income attributable to non-controlling interests..........

(56,631)(9,433)

5,051

Deferred..............................................................................

5,959,990

645,727
179,424

38,311Others, net...........................................................................

7,693,290

195,308(6,381)

Interest expense.................................................................

20,534,071

825,152

671,571

Operating income...............................................................

Net income attributable to owners of the parent.............

Thousands of
US dollars

Millions of yen

$

2.09

2.09

0.28

Consolidated Financial Statements(Consolidated Statements of Comprehensive Income)Years ended 31 March 2016 and 2015

Thousands of
US dollars

Millions of yen

SUZUKI MOTOR CORPORATIONAND CONSOLIDATED SUBSIDIARIES

2016

2015

2016

Net Income ...........................................................................

¥153,300¥127,627$1,360,495(77,011)57,734(683,453)

Other comprehensive income *NOTE 13
Valuation difference on available-for-sale securities.........
Deferred gains or losses on hedges..................................
Foreign currency translation adjustment...........................

(29)(100,590)

587
46,774(261)(892,708)

Adjustment for retirement benefits.....................................

(10,562)(3,005)(93,737)

Share of other comprehensive income of associates
accounted for using equity method...................................

(3,411)

3,489(30,277)

Total other comprehensive income....................................

(191,605)

105,579(1,700,437)

Comprehensive income......................................................

(38,304)

233,206(339,942)(51,260)

178,312(454,919)

Comprehensive income attributable to:Comprehensive income attributable to owners of the parent
Comprehensive income attributable to non-controlling interests

12,95554,894

114,977

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

SUZUKI MOTOR CORPORATION 37

Consolidated Financial Statements

Consolidated Statements of Changes in Net Assets
Years ended 31 March 2016 and 2015

SUZUKI MOTORCORPORATIONAND CONSOLIDATEDSUBSIDIARIES

Millions of yen
Thousandsof sharesof commonstock

Total othercomprehensive income

Subscription
rights tosharesNon-controlling interests¥(57)¥35,846¥168¥167,464(8,118)

—

—

—

—

¥144,364 ¥1,000,437¥(57)¥35,846¥168¥167,464(13,464)

—

—

—

—

—

96,862

—

—

—

—

—

—

(1,384)

—

—

—

—

—

—

—

—

(30)

—

—

—

—

—

(9)

—

25

—

—

—

—

—

9

(9)

—

—

—

—

—

—

—

—

—

81,487

81

51,583———82,003(4)

81,487

81

51,583561,047¥138,014¥144,364 ¥1,082,440¥(62)¥117,333¥250¥219,048———(16,156)

—

—

—

—

—

—

—

116,660

—

—

—

—

Capitalstock

Capitalsurplus561,047¥138,014¥144,364 ¥1,008,555

Cumulative effects ofchanges in accounting
policies.................................

——

Balance as of 31 March2014 reflected changes
in accounting policies

561,047¥138,014

—

—

—

—

—

—

Balance as of
31 March 2014

Dividends from surplus...
Net income attributableto owners of the parent...
Effects of changes offiscal year......................
Purchase of treasury stock...
Disposal of treasury stock...
Transfer to capital surplus
from retained earnings.........
Net changes of items otherthan shareholders’ equity.....
Total changes during the
fiscal year.........................
Balance as of
31 March 2015
Dividends from surplus...
Net income attributable toowners of the parent.......
Purchase of treasury
stock *NOTE 14....................
Disposal of treasury stock...
Retirement of treasury
stock *NOTE 14 ..........................
Transfer to capital surplus
from retained earnings.......
Capital increase of consolidated subsidiaries..............
Net changes of items otherthan shareholders’ equity....
Total changes during the
fiscal year.........................
Balance as of
31 March 2016

38 SUZUKI MOTOR CORPORATION

Retainedearnings—

Treasury
stock

—

—

—

— (460,479)

—

—

—

—

—

(95)

—

180

—

—

—

(70,047)—(269,191)—

269,191

—

—

—

—

—

269,287(269,287)

—

—

—

—

—

—

(198)

—

—

—

—

—

—

—

—

—

—

(164,304)(62)

10,768

—

—

(198)

(168,783) (191,107)(164,304)(62)

10,768491,000¥138,014¥144,166¥913,656 ¥(191,169)¥(46,970)¥188¥229,816

Consolidated Financial Statements

Thousands of US dollars
Thousandsof sharesof commonstock

Balance as of
31 March 2015

Capitalstock

CapitalsurplusRetainedearnings

561,047 $1,224,838 $1,281,192$9,606,323

Treasurystock

Total othercomprehensive income$(551) $1,041,302

Subscription
rights tosharesNon-controlling interests$2,226 $1,943,983

Dividends from surplus...

—

—

—

(143,383)

—

—

—

—

Net income attributable toowners of the parent.......

—

—

—

1,035,323

—

—

—

—

Purchase of treasury
stock *NOTE 14....................

—

—

—

— (4,086,612)

—

—

—

Disposal of treasury stock...

—

—

(847)

—

1,601

—

—

—

Retirement of treasury
stock *NOTE 14...........................

(70,047)— 2,388,993

—

—

—

Transfer to capital surplus
from retained earnings...

——

2,389,841(2,389,841)

—

—

—

—

Capital increase of consolidated subsidiaries.....

——(1,763)

—

—

—

—

—

Net changes of items
other than shareholders’equity...............................

—

—

—

—

—

(1,458,151)(550)

95,565

Total changes during the
fiscal year.........................

——(1,763)(1,497,901) (1,696,017) (1,458,151)(550)

95,565491,000 $1,224,838 $1,279,428$8,108,421 $(1,696,568) $(416,849)

Balance as of
31 March 2016

— (2,388,993)$1,676 $2,039,549

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

SUZUKI MOTOR CORPORATION 39

Consolidated Financial Statements

Consolidated Statements of Cash Flows
Years ended 31 March 2016 and 2015

SUZUKI MOTOR CORPORATIONAND CONSOLIDATED SUBSIDIARIESCash flows from operating activities
Income before income taxes etc.......................................
Depreciation and amortization...........................................
Impairment loss..................................................................
Increase (decrease) in allowance for doubtful accounts
Interest and dividend income............................................
Interest expenses...............................................................
Foreign exchange losses (gains).......................................
Equity in (earnings) losses of affiliates...............................
Loss (gain) on sales of property, plant and equipment....
Loss (gain) on sales of investment securities....................
Decrease (increase) in notes and accounts receivable-trade.
Decrease (increase) in inventories....................................
Increase (decrease) in notes and accounts payable-trade...
Increase (decrease) in accrued expenses.......................
Others, net...........................................................................
Sub-totalInterest and dividend income received.............................
Interest expenses paid.......................................................
Income taxes paid..............................................................
Net cash provided by (used in) operating activities
Cash flows from investing activities
Payments into time deposits..............................................
Proceeds from withdrawal of time deposits......................
Purchases of short-term investment securities.................
Proceeds from sales of short-term investment securities.
Purchases of property, plant and equipment....................
Others, net...........................................................................
Net cash provided by (used in) investing activities
Cash flows from financing activities
Net increase (decrease) in short-term loans payable.......
Proceeds from long-term loans payable...........................
Repayment of long-term loans payable............................
Purchase of treasury stock.................................................
Cash dividends paid..........................................................
Cash dividends paid to non-controlling interests..............
Others, net...........................................................................
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Increase (decrease) in cash and cash equivalents
resulting from change of fiscal year of subsidiaries
Increase (decrease) in cash and cash equivalents
resulting from change of scope of consolidation
Cash and cash equivalents at end of period *NOTE 11

Thousands of
US dollars

Millions of yen

2016

2015

¥245,631
168,315322(1,029)(20,885)
6,381
4,627
2,492
(83)
(36,760)
3,479
8,298
593
14,857(36,630)
359,610
20,328(7,833)(78,010)294,095¥193,246
134,377969(867)(25,259)
9,433
4,804
1,454
102
—
(9,242)(37,179)
44,3902,542
15,838334,61125,347(8,108)(96,813)
255,037$2,179,903
1,493,749
2,861(9,137)(185,355)
56,631
41,071
22,119(743)(326,239)
30,87673,6505,266
131,856(325,079)
3,191,431
180,413(69,520)(692,319)
2,610,004(61,915)
28,596(274,553)
173,478(162,574)
54,533(242,435)(79,661)
136,236(193,152)
206,239(192,694)
2,123(120,909)(549,481)
253,789(2,436,578)
1,539,563(1,442,796)
483,966(2,151,536)

27,08845,400(108,365)(460,479)(16,156)(7,504)(344)(520,361)(13,471)(482,172)
932,261(26,353)
173,000(45,191)(30)(13,466)(3,456)(28)
84,472
5,042
223,643
710,611240,404
402,910(961,710)(4,086,612)(143,381)(66,599)(3,057)(4,618,044)(119,554)(4,279,131)
8,273,530—(2,039)——¥450,08845¥932,261—$3,994,398

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

40 SUZUKI MOTOR CORPORATION

2016

Consolidated Financial Statements

Notes to Consolidated Financial Statements
NOTE 1: Basis of presenting consolidated financial statements

The accompanying consolidated financial statements of Suzuki Motor Corporation (the “Company”), consolidated Subsidiaries,
and Affiliates (the “Group”) have been prepared on the basis of generally accepted accounting principles and practices in Japan,
and the consolidated financial statements were filed with the Financial Services Agency as required by the Financial Instruments
and Exchange Act of Japan.
The preparation of the consolidated financial statements requires the management to select and adopt accounting standards andmake estimates and assumptions that affect the reported amount of assets and liabilities, revenue and expenses, and the corresponding methods of disclosure.
As such, the management’s estimates are made reasonably based on historical results. However, due to the inherent uncertainties
involved in making estimates, actual results could differ from these estimates.
For the convenience of readers outside Japan, certain reclassifications and modifications have been made to the original consolidated financial statements.
As permitted, an amount of less than one million yen has been omitted. For the convenience of the readers, the consolidated
financial statements, including the opening balance of shareholders’ equity, have been presented in US dollars by translating all
Japanese yen amounts on the basis of 112.68 to US$1, the rate of exchange prevailing as of 31 March 2016. Consequently, thetotals shown in the consolidated financial statements (both in yen and in US dollars) do not necessarily agree with the sum of theindividual amounts.

NOTE 2: Summary of significant accounting policies(a) Principles of consolidation
The consolidated financial statements for the years ended 31 March 2016 and 2015 include the accounts of the Group, andthe numbers of consolidated subsidiaries were 136 and 133 respectively. In addition, the numbers of investments in affiliatedcompanies for the years ended 31 March 2016 and 2015 were 33 and 35 respectively. All significant inter-company accounts
and transactions are eliminated in consolidation. Investments in affiliated companies are accounted for by the equity method.
The difference at the time of acquisition between the cost and underlying net equity of investments in consolidated subsidiaries (goodwill) and in affiliated companies accounted for under the equity method is, as a rule, amortized on a straight-line
basis over a period of five years after appropriate adjustments.
The account settlement date of 23 consolidated subsidiaries is December 31, however Magyar Suzuki Corporation Ltd. and21 others are consolidated based on the financial statements of provisional account settlement as of March 31. Subsidiary
which has been consolidated based on the financial statements as of 31 December is 1 subsidiary.
The account settlement date of other consolidated subsidiaries is the same as the consolidated account settlement date.
(b) Allowance for doubtful accounts
In order to allow for loss from bad debts, estimated uncollectible amount based on actual ratio of bad debt is appropriated as
general receivable. With respect to specific receivable with higher default possibility, recoverable amount is estimated respectively and uncollectible amount is appropriated.
(c) Allowance for investment loss
In order to allow for loss from non-marketable securities, the difference between book balue and fair value is appropriated.
(d) Provision for product warranties
The provision is appropriated into this account based on the warranty agreement and past experience in order to allow for
expenses related to the maintenance service of products sold.
(e) Provision for directors’ bonuses
In order to defray bonuses for directors and company auditors, estimated amount of such bonuses is appropriated.
(f) Provision for directors’ retirement benefits
The amount to be paid at the end of fiscal year had been posted pursuant to the Company’s regulations on the retirement
allowance of Directors and Company Auditors. However, the Company’s retirement benefit system for them was abolished at
the closure of the Ordinary General Meeting of Shareholders held on 29 June 2006. And it was approved at Ordinary General
Meeting of Shareholders that reappointed Directors and Company Auditors were paid their retirement benefit at the time of
their retirement, based on their years of service. Estimated amount of such retirement benefits is appropriated at the end of thecurrent consolidated fiscal year. Furthermore, for the Directors and Company Auditors of some consolidated subsidiaries, theamount to be paid at the end of the year was posted pursuant to their regulation on the retirement allowance of Directors andCompany Auditors.

(g) Provision for disaster
Reasonably estimated amount is appropriated for anticipated loss mainly caused by relocation of plants and facilities locatedin the Ryuyo Region in Iwata City, Shizuoka Prefecture where massive tsunami damages caused by Tokai and Tonankai Earthquake are anticipated.
(h) Provision for product liabilities
The provision is appropriated for product compensation related to North American market which is not covered by “Product
Liability Insurance” based on the actual payments.

SUZUKI MOTOR CORPORATION 41

Consolidated Financial Statements(i) Provision for recycling expenses
The provision is appropriated for an estimated expense related to the recycle of products of the Company based on actual
sales.
( j) Short-term investment securities and Investment securities
The Company and its subsidiaries hold securities of listed companies, which have a risk of price fluctuations, and non-listedcompanies whose stock prices are difficult to be evaluated.
If the Company and its subsidiaries judge the decline in investment value is not temporary, the Company and its subsidiaries
recognize revaluation loss based on the reasonable standard. If the stock market falls, the Company and its subsidiaries may
incur significant loss on valuation of securities.
Securities have to be classified into four categories: trading securities; held-to-maturity debt securities; investments of theCompany in equity securities issued by consolidated subsidiaries and affiliates; and available-for-sale securities.
According to this classification, securities held by the Company and its subsidiaries are available-for-sale securities. Availablefor-sale securities for which market quotations are available are stated at market value method based on the market values
as of the consolidated account settlement date (the evaluation differences shall be reported as other comprehensive income,and sales costs shall be calculated mainly by moving average method).
Available-for-sale securities for which market quotations are unavailable are stated at cost by moving average method.
(k) Hedge accounting
Gains or losses arising from changes in fair value of the derivatives designated as “hedging instruments” are deferred until thegains and losses on the hedged items or transactions are recognized.
If foreign currency forward contracts meet certain criteria, exceptional hedge accounting is applied and these contracts arehandled together with hedged items. If interest rate swap contracts meet certain criteria, special exceptional hedge accounting is applied and these contracts are handled together with hedged items. If cross currency interest rate swap contracts
meet certain criteria, integration method (special exceptional method and exceptional method) is applied and these contracts
are handled together with hedged items.
The derivatives designated as hedging instruments by the Company and its subsidiaries are principally forward exchange
contracts, interest swaps and cross currency interest rate swaps. The related hedged items are foreign currency denominatedtransaction and borrowings.
The Company and its subsidiaries have a policy to utilize the above hedging instruments in order to reduce our exposure to
the risks of the fluctuation of interest rate and foreign exchange. Thus, our purchases of the hedging instruments are limited
to, at maximum, the amounts of the hedged items. The Company and its subsidiaries evaluate effectiveness of their hedging
activities by reference to the accumulated gains or losses on the hedging instruments and the related hedged items from thecommencement of the hedges.
(l) Foreign currency translation
All monetary assets and liabilities denominated in foreign currencies, whether long-term or short-term, are translated into
Japanese yen at the exchange rates prevailing at the balance sheet date. Resulting gains and losses are included in net
income or loss for the period.
Assets and liabilities of the foreign subsidiaries and affiliates are translated into Japanese yen at the exchange rates prevailing at the balance sheet date.
The components of net assets are translated into Japanese yen at their historical rates. Profit and loss accounts for the
fiscal year are translated into Japanese yen by using the average exchange rate during the fiscal year. Differences inyen amounts arising from the use of different rates are presented as “Foreign currency translation adjustment” and “Noncontrolling interests” in the net assets.
(m) Inventories
Stated at cost mainly determined by the gross average method (figures on the consolidated balance sheet are measured by
the method of book devaluation based on the reduction of profitability).
(n) Method of depreciation and amortization of significant depreciable assets
a. Property, plant and equipment (excluding lease assets)	����������������� Mainly declining balance method for the Company and domestic subsidiaries and mainly straight-line
method for foreign subsidiaries.
Main durable years are as follows:
Buildings and structures		
3 to 75 years
Machinery, equipment and vehicles 3 to 15 years
b. Intangible assets (excluding lease assets)	����������������� Straight-line method
c. Lease assets
Finance leases which transfer ownership	����������������� The same method as depreciation and amortization of self-owned noncurrent assets.
Finance leases which do not transfer ownership	����������������� Straight-line method with the lease period as the durable years. With respect to lease assets with guaranteed residual value under lease agreement, remaining value is the guaranteed residual value. With respect
to other lease assets, remaining value is zero.
42 SUZUKI MOTOR CORPORATION

Consolidated Financial Statements(o) Income taxes
The provision for income taxes is computed based on the income before income taxes included in the consolidated statements of income. The asset and liability approach is adopted to recognize deferred tax assets and liabilities for the expected
future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities.
In making a valuation for the possibility of collection of deferred tax assets, the Company and its subsidiaries estimate their
future taxable income reasonably. If the estimated amounts of future taxable income decrease, deferred tax assets may decrease and income taxes may be posted.
Consolidated tax payment has been applied to the Company and its domestic wholly owned subsidiaries since the fiscal year
ended 31 March 2012.
(p) Retirement benefits
With respect to calculation of retirement benefit obligations, benefit formula basis method is used to attribute expected benefit
to period up to the end of this fiscal year. With respect to past service costs, they are treated as expense on a straight line basis over the certain years within the period of average length of employees’ remaining service years at the time when it occurs.
With respect to the actuarial gain or loss, the amounts, prorated on a straight line basis over the certain years within the periodof average length of employees’ remaining service years in each year in which the differences occur, are respectively treatedas expenses from the next term of the year in which they arise.
Retirement benefit cost and retirement benefit obligation are calculated based on the actuarial assumptions, which include
discount rate, assumed return of investment ratio, revaluation ratio, salary rise ratio, retirement ratio and mortality ratio. Discount rate is decided based on yield on low-risk and long-term bonds, and assumed return of investment ratio is decided
based on the investment policies of pension assets of each pension system etc.
Decreased yield on long-term bond leads to a decrease in discount rate and it has an adverse influence on the calculation ofretirement benefit cost. However, the pension system adopted by the Company has a cash balance type plan, and thus therevaluation ratio, which is one of the base ratios, can reduce adverse effects caused by the decrease in discount rate.
If the investment yield of pension assets is less than the assumed return of investment ratio, it will have an adverse effect on
the calculation of retirement benefit cost. However, by focusing on low-risk investments, this influence should be minimal in thecase of the pension fund systems of the Company and its subsidiaries.
(q) Net income per sharePrimary net income per share is computed based on the weighted average number of shares issued during the respective
years. Fully diluted net income per share is computed assuming that all stock options are exercised. Cash dividends per
share are the amounts applicable to the respective periods including dividends to be paid after the end of the period.
(r) Cash and cash equivalents
All highly liquid investments with original maturities of three months or less when purchased are considered cash equivalents.
(s) Reclassification
Certain reclassifications of previously reported amounts are made to conform to current classifications.

NOTE 3: Changes in accounting policies(a) Application of Accounting Standard for Business Combinations
The “Accounting Standard for Business Combinations” (Accounting Standards Board of Japan (ASBJ) Statement No. 21, 13 September 2013, hereinafter the “Business Combinations Standard”), the “Accounting Standard for Consolidated Financial Statements”(ASBJ Statement No. 22, 13 September 2013, hereinafter the “Consolidated Financial Statements Standard”), the “AccountingStandard for Business Divestitures” (ASBJ Statement No. 7, 13 September 2013, hereinafter the “Business Divestitures Standard”)
and others have been applied since beginning of this consolidated fiscal year. Accordingly, the Company’s accounting policies
have been changed; the difference arising from a change in ownership interest in a subsidiary when the Company continues tohave control is recorded as capital surplus, acquisition-related costs are recognized as expenses in the consolidated fiscal year
when they are incurred. Also, regarding business combinations to be performed at and after the beginning of this consolidated fiscal year, a method was changed with respect to the retrospective adjustment of the purchase price allocation based on provisional
accounting applicable to the consolidated financial statements of the fiscal period in which the business combination occurred. In
addition, the Company has changed expression of net income, etc. and changed minority interests to non-controlling interests. To
reflect these changes in presentation, consolidated financial statements in the previous fiscal year have been reclassified.
In accordance with transitional treatments stipulated in Paragraph 58-2 (4) of the Business Combinations Standard, Paragraph44-5 (4) of the Consolidated Financial Statements Standard, and Paragraph 57-4 (4) of the Business Divestitures Standard, theBusiness Combinations Standard and others have been applied from the beginning of this consolidated fiscal year.
In the consolidated statements of cash flows in this consolidated fiscal year, cash flow of acquisition or sale by the Company of thesubsidiary’s shares which would not change the scope of consolidation was included in “Net cash provided by (used in) financing
activities” while cash flow of costs related to acquisition by the Company of the subsidiary’s shares which would change the scopeof consolidation, and cash flow of costs related to acquisition or sale by the Company of the subsidiary’s shares which would notchange the scope of consolidation, were included in “Net cash provided by (used in) operating activities”.
The effect in the consolidated financial statements as a result of the adoption of these accounting standards is insignificant in thisconsolidated fiscal year.
SUZUKI MOTOR CORPORATION 43

Consolidated Financial Statements(b) New accounting standards not yet applied“Implementation Guidance on Recoverability of Deferred Tax Assets” (ASBJ Statement No.26, 28 March, 2016)
a. Overview
The “Implementation Guidance on Recoverability of Deferred Tax Assets” groups companies into five categories and withrespect to guidelines related to the recoverability of deferred tax assets, principally those provided in the Auditing Guidance No.66; “Audit Treatment for Judgment of Recoverability of Deferred Assets”. The Implementation Guidance basicallycontinues to apply the framework for handling estimates of the amount of deferred tax assets recorded according to thesecategories, making several necessary revisions with respect to the below accounting treatments.
1.) Accounting treatments of entities not satisfying any of the category criteria from “Category 1” to “Category 5”2.) Category criteria of “Category 2” and “Category 3”
3.) Accounting treatments of unscheduled deductible temporary differences for entitles in “Category 2”
4.) Accounting treatments for reasonably estimable period for taxable income before temporary differences for entitles in“Category 3”5.) Accounting treatments for entitles satisfying the category criteria of “Category 4” and also falling in “Category 2” or“Category 3”
b. Application date
These revisions will be applied from the beginning of consolidated fiscal year on and after 1 April 2016.
c. Effect of applying accounting standard
The amount of the effect is currently under assessment.

NOTE 4: Changes in Accounting Estimates[Provision for product warranties]
The Company changed warranty estimation method because future after service cost came to be estimated more accurately inthis consolidated fiscal year.
The effect in the consolidated financial statements is insignificant in this consolidated fiscal year.
[Provision for disaster]
The Company changed estimation method of provision for disaster mainly owing to changed relocation project of plants andfacilities, etc. in this consolidated fiscal year.
As a result of this change in estimation method, the amounts of operating income and income before income taxes etc. increasedby ¥5,359 million respectively compared to the previous method.
[Provision for recycling expenses]
The Company reversed provision for recycling expenses due to insignificant amount of estimated recycling expenses for motorcycle related to the provision and insignificant results of using the recycling systems in this consolidated fiscal year.
The effect in the consolidated financial statements is insignificant in this consolidated fiscal year.

NOTE 5: Financial Instruments(a) Matters for conditions of financial instrumentsa. Policy for financial instruments
With respect to the fund management, the Group uses short-term deposits and short-term investment securities, and withrespect to the fund-raising, the Group uses borrowings from financial institutions such as banks and issuance of bonds. The
Group uses derivatives to hedge and manage the risks of the fluctuations of interest rates and exchange rates, and does
not use derivatives for speculation purposes.
b. Type of financial instruments, risks and risk management
With respect to customers’ credit risks from operating receivables such as notes and accounts receivable-trade, in order tomitigate the risks, the Group identifies credit standing of major counterparties and manages due date and receivable balanceof each counterparty in line with our rules and regulations for credit control. The Group hedges the risks of the fluctuation exchange rate from operating receivables denominated in foreign currency by forward exchange contract in principle.
Investment securities are mainly stocks of companies with which the Group has business relationship, and with respect to listed
stocks, the Group quarterly identifies those fair values and reports them to the Board of Directors.
Basically, accounts payable-trade is due within one year.
Applications of borrowings are fund for operating capital (mainly short-term) and capital expenditures (long-term), and theGroup uses interest-rate swaps or cross currency interest rate swaps for the risks of the fluctuation of interest rate and exchange rate of some long-term borrowings.
Objectives of derivative transactions are foreign currency forward contracts to hedge the risks of the fluctuation of exchange
rate related to receivables and payables denominated in foreign currencies, interest rate swaps to hedge the risks of thefluctuation of interest rate related to borrowings, and cross currency interest rate swaps to hedge the risks of the fluctuation of
exchange rate and interest rate related to borrowings and lending. The Group executes and manages derivatives within the actual demand in line with our rules and regulations which set out the authority to trade. In addition, in using derivatives, the Groupdeals with financial institutions which have high credit grade in order to reduce credit risks.
In addition, each company of the Group manages liquidity risk related to accounts payable and borrowings by making a financial plan.
c. Supplement to fair values of financial instruments
Fair values of financial instruments include values based on quoted prices in active markets and values assessed by rational
valuation techniques in case quoted prices are not available. Since the rational valuation techniques include variable factors,
the results of valuation may differ when different assumptions are applied. In addition, in Note 5 (d) Derivative transactions,contract amounts do not present market risks for the derivative transactions.

44 SUZUKI MOTOR CORPORATION

Consolidated Financial Statements(b) Matters for fair values of the financial instruments
Carrying amounts in the consolidated balance sheet, fair values and difference as of 31 March 2016 and 2015 were as follows. Financial instruments whose fair value cannot be reliably measured are not included in the below table.
Millions of yen(1) Cash and deposits(2) Notes and accounts receivable-trade(3) Short-term investment securities andInvestment securities
Available-for-sale securities
Investments in affiliates
Total of assets(1) Accounts payable-trade(2) Short-term loans payable(3) Current portion of long-term loans payable(4) Accrued expenses(5) Long-term loans payable
Total of liabilities
Derivatives
Hedge accounting is applied
Hedge accounting is not applied

Carrying
amount¥497,187
335,343

2016
Fair value¥497,187
337,385

2015
—
2,041

Carrying
amount¥457,513
316,826

Difference¥

Fair value

Difference¥457,513
318,567

¥

—
1,741

488,274588
1,321,394
402,624
201,507
64,982
183,695
262,797
1,115,607

488,274
1,024
1,323,872
402,624
201,507
64,924
183,695
260,818
1,113,569

—
436
2,477
—
—
58
—
1,979
2,037

1,007,347
616
1,782,304
479,950
177,805
104,145
181,217
272,717
1,215,834

1,007,347
669
1,784,098
479,950
177,805
103,768
181,217
268,346
1,211,087

—
52
1,794
—
—
377
—
4,370
4,747

1,340
736

1,340
736

—
—

1,072
1,603

1,072
1,603

—
—

Thousands of US dollars(1) Cash and deposits(2) Notes and accounts receivable-trade(3) Short-term investment securities andInvestment securities
Available-for-sale securities
Investments in affiliates
Total of assets(1) Accounts payable-trade(2) Short-term loans payable(3) Current portion of long-term loans payable(4) Accrued expenses(5) Long-term loans payable
Total of liabilities
Derivatives
Hedge accounting is applied
Hedge accounting is not applied

2016

Carrying
amount$4,412,385
2,976,072

Fair value

Difference$4,412,385
2,994,193$

4,333,282
5,225
11,726,965
3,573,165
1,788,315
576,703
1,630,239
2,332,249
9,900,672

4,333,282
9,096
11,748,956
3,573,165
1,788,315
576,183
1,630,239
2,314,682
9,882,587—
3,870
21,991——519—
17,56618,085

11,898
6,533

11,898
6,533

—
—

—
18,120* Assets or liabilities derived from derivatives are shown on a net basis and net liabilities are shown as ( ).

SUZUKI MOTOR CORPORATION 45

Consolidated Financial Statements*1. Matters for methods used to measure fair values of financial instruments
Assets:a. Cash and deposits
Since fair values of deposits are approximately equal to the book values, book values are used as fair values.
b. Notes and accounts receivable-trade
Fair values of sales finance receivables are calculated on the discount method by the expected rate applied to newloan contract on each receivable classified into a certain term.
Notes and accounts receivable-trade except sales finance are settled in short term and those fair values are approximately equal to the book values. Therefore book values are used as fair values.
c. Short-term investment securities and Investment securities
With respect to these fair values, fair values of stock are prices of exchanges. With respect to negotiable certificate
of deposit and other types of securities, book values are used as fair values because they are settled in short term
and those fair values are approximately equal to the book values.
Liabilities:
a. Accounts payable-trade, Short-term loans payable and Accrued expenses
Since these are settled in short term and those fair values are approximately equal to the book values, book values
are used as fair values.
b. Current portion of long-term loans payable and Long-term loans payable
These fair values are measured by discounting based on the estimated interest rates at which similar new loans withsame amount of principal and interest could have been borrowed.
Derivatives:
Please refer to Note 5 (d) Derivative transactions.
*2. Financial instruments whose fair value cannot be reliably determined
Thousands of
US dollars

Millions of yen

Available-for-sale securities
Unlisted stock other than stocks of affiliates
Unlisted stock of affiliates..............................
Others.............................................................

2016

2015

2016

¥17,882¥18,748$158,701

17,188210

23,084
119

152,547

1,871

Those fair values cannot be reliably measured because market values are unavailable and future cash flows cannot be
estimated. Therefore they are not included in “(3) Short-term investment securities and Investment securities” of assets.

46 SUZUKI MOTOR CORPORATION

Consolidated Financial Statements*3. The amounts to be redeemed after the account settlement date of monetary receivables and available-for-sale securities
Millions of yen
2016

Within1 yearCash and deposits
Notes andaccounts receivable- trade
Securities and investment
securities with maturities
Total¥ 497,187

2015

Over 1 year,
Within5 years¥

Over 5 years,
Within
10 years—

Over 1 year,
Within5 years

Within1 year¥ —¥ 457,513¥

Over 5 years,
Within
10 years—¥ —244,470

90,513360

241,373

75,017435

279,571¥1,021,229—¥90,513—¥360

685,647¥1,384,534—¥75,017—¥435

Thousands of US dollars
2016Over 1 year,
Within5 years

Over 5 years,
Within
10 years

2,169,598

803,275

3,198

2,481,109$9,063,093—$803,275—$3,198Within1 yearCash and deposits
Notes andaccounts receivable- trade
Securities and investment
securities with maturities
Total$4,412,385

$

—

$

—

(c) Securities
a. Available-for-sale securities with market value
Millions of yen

2016
Acquisition
cost

2015

Carrying
AmountDifference

Acquisition
cost

Carrying
AmountDifference¥ 99,152¥ 93.769¥ 320,628¥226,859———

249,238

263,329

14,090¥343,008¥ 583,957¥240,949¥¥¥

Securities for which the carrying amount exceeds the acquisition costs
Stocks.....................................................

¥ 50,789—

Bonds.....................................................

302,911

Others.....................................................
Sub-Total¥353,700¥149,942—

332,224¥482,166—

29,313¥128,465

Securities for which the carrying amount does not exceed the acquisition costs
Stocks.....................................................

¥

Bonds.....................................................
Others.....................................................
Sub-Total
Total

¥

6,549
—

—

6,549

¥360,249

¥

¥

6,107
—

—

6,107

¥488,274

¥

(441)
—

1,549

1,191

(358)

—

—

—

—

422,198

422,198—¥423,748¥ 423,389¥¥128,024¥766,756¥1,007,347¥240,591

¥

(441)

(358)

SUZUKI MOTOR CORPORATION 47

Consolidated Financial Statements

Thousands of US dollars

2016
Acquisition
cost

Carrying
AmountDifference

Securities for which the carrying amount exceeds the acquisition costs
Stocks.....................................................

$ 450,744 $ 1,330,690—

Bonds.....................................................
Others.....................................................
Sub-Total

2,688,241—

2,948,388$ 3,138,985 $ 4,279,078$ 879,945—

260,147$1,140,092

Securities for which the carrying amount does not exceed the acquisition costs
Stocks.....................................................

$

58,120$58,120Bonds.....................................................
Others.....................................................
Sub-Total
Total

—
—

$

54,203 $$54,203 $——$ 3,197,106 $ 4,333,282(3,917)——(3,917)$1,136,175

b. Available-for-sale securities soldThousands of
US dollars

Millions of yen

Amounts sold......................................................................
Gains on sales of available-for-sale securities..................

2016

2015

2016

¥247,317¥206,255$2,194,867

36,760—326,239c. Marketable securities impaired / Loss on valuation of securities
Year ended 31 March 2015
Not applicable.
With respect to impairing securities with a market value, if the market value at the end of the period has significantly
declined compared to the acquisition cost, the Group recognizes impairment to the extent deemed necessary based on
recoverability. With respect to impairing securities without a market value, if the real price has significantly declined compared to the acquisition cost, the Group recognizes impairment to the extent deemed necessary based on recoverability.
Year ended 31 March 2016
The Group recognized impairment of 1,337 million yen (11,871 thousand US dollars) on available-for-sale securities.
With respect to impairing securities with a market value, if the market value at the end of the period has significantly
declined compared to the acquisition cost, the Group recognizes impairment to the extent deemed necessary based on
recoverability. With respect to impairing securities without a market value, if the real price has significantly declined compared to the acquisition cost, the Group recognizes impairment to the extent deemed necessary based on recoverability.

48 SUZUKI MOTOR CORPORATION

Consolidated Financial Statements(d) Derivative transactions
The contract/notional amounts of derivatives which are shown in the below table do not represent the Group’s exposure tomarket risk. With respect to fair values of derivatives which are shown in the below tables, commodity transactions are valued
based on market price. Other transactions are valued based on the price offered by financial institutions.
a. Derivative transactions to which hedge accounting is not applied
Millions of yen

Currency related transactions (non-market transactions)Type
Foreign currency
forward contracts
Selling
USD
Buying
JPY
EUR
USD
MXN
Total

2016

2015

Contract/
notional
amountAmountdue after
one year

Fair value¥ 5,444

—

¥175

¥175

¥

3,733
766
83
57
¥10,085

—
—
—
—
—

160
36
(0)
(1)
¥370

160
36
(0)
(1)
¥370

Gain
(loss)

Contract/
notional
amountAmountdue after
one year

Fair value

—

—

¥ —

¥ —

14,550
1,694
3,746
—
¥19,990

—
—
—
—
—

(43)
(16)
394
—
¥333

(43)
(16)
394
—
¥333

Gain
(loss)

Thousands of US dollars
Type
Foreign currency
forward contracts
Selling
USD
Buying
JPY
EUR
USD
MXN
Total

Contract/
notional
amount2016
Amountdue after
Fair value
one yearGain(loss)$48,320—$1,560$1,56033,131
6,799
738
512
$89,502

—
—
—
—
—

1,420
324
(5)
(12)
$3,287

1,420
324
(5)
(12)
$3,287

Interest and currency related transactions (non-market transactions)Type
Cross currencyinterest rate swap
Pay floatingreceive floating
Pay INR
receive USD
Pay fixed
receive floating
Pay IDR
receive JPY
Pay fixed
receive floating
Pay IDR
receive USD
Total

Contract/
notional
amount2016
Amountdue after
Fair value
one year¥ 2,610

¥

—

¥842

10,00010,00011,268¥23,878

11,268¥21,268

Millions of yen
Contract/
notional
amount2015
Amountdue after
Fair value
one year¥842¥ 5,568¥ 2,784¥1,323¥1,323418

418

10,00010,000

(0)

(0)

(932)
¥328

(932)
¥328

12,017¥27,585

12,017¥24,8010¥1,3230¥1,323Gain(loss)

Gain(loss)SUZUKI MOTOR CORPORATION 49

Consolidated Financial Statements

Thousands of US dollars
Type
Cross currencyinterest rate swap
Pay floatingreceive floating
Pay INR
receive USD
Pay fixed
receive floating
Pay IDR
receive JPY
Pay fixed
receive floating
Pay IDR
receive USD
Total

2016

Contract/
notional
amountAmountdue after
one year$ 23,170$

Fair value

Gain(loss)—$7,473$7,47388,74688,746

3,717

3,717

100,000$211,916

100,000$188,746(8,272)$2,917(8,272)$2,917
Millions of yen

Commodity-related transactions (market transactions)Type
Commodity
futures contract
Buying
Total

Contract/
notional
amount
¥859
¥859

2016
Amountdue after
Fair value
one year
—
—

¥36
¥36

Gain
(loss)¥36¥36

Contract/
notional
amount¥1,304¥1,3042015
Amountdue after
Fair value
one year
—
—

¥(54)
¥(54)

Gain
(loss)

¥(54)
¥(54)

Thousands of US dollars
Type
Commodity
futures contract
Buying
Total

Contract/
notional
amount$7,625$7,6252016
Amountdue after
Fair value
one year
—
—

$328
$328

Gain
(loss)$328$328

Earthquake-related transactions
Since fair values for derivative contract relating to earthquakes were not measured due to characteristic of instruments, they
are not accounted for at fair values.

50 SUZUKI MOTOR CORPORATION

Consolidated Financial Statements

b. Derivative transactions to which hedge accounting is applied
Currency related transactions

Millions of yen

2015
2016
Type
Contract/
Amount due
Contract/
Amount due
Fair value
notional amount after one year
notional amount after one year
Foreign currency forward contracts (Principle hedge accounting)Selling (Principal hedged item: Accounts receivable-trade)USD¥ 8,034—¥ 6,790—¥106
EUR
21,695
—
5,738
—
227
CAD
414
—
296
—
3
AUD
4,528
—
2,897
—
(81)
NZD
1,236
—
270
—
(1)
GBP
40
—
575
—
35
MXN
1,518
—
1,657
—
(17)
Buying (Principal hedged item: Accounts payable-trade)
THB
—
—
4,289
—
(41)
EUR
11,083—515—
1Foreign currency forward contracts (Exceptional hedge accounting)Selling (Principal hedged item: Accounts receivable-trade)
USD
—
—
961
—
*
EUR
19,354—
20,169
—
*
CAD
51
—
353
—
*
AUD
2,883
—
3,417
—
*
NZD
375
—
308
—
*
GBP
40
—
195
—
*
MXN
492
—
597
—
*
CNY
720
—
2,371
—
*
Buying (Principal hedged item: Accounts payable-trade)
THB
—
—
2,223
—
*
JPY
895
—
400
—
*
EUR
2,726
—
—
—
*
USD
3,649
—
—
—
*
Total
¥79,742—¥54,032—¥231

Fair value

¥ 42
1,012
11
141
3
1
14
—
(88)

*
*
*
*
*
*
*
*
*
*
*
*
¥1,139Thousands of US dollars
2016
Contract/
Amount due
Fair value
notional amount after one year
Foreign currency forward contracts (Principle hedge accounting)Selling (Principal hedged item: Accounts receivable-trade)
USD$ 60,266
—
$ 942
EUR
50,931
—
2,021
CAD
2,634
—
30
AUD
25,717
—
(725)
NZD
2,398
—
(10)
GBP
5,107
—
313
MXN
14,710—(158)
Buying (Principal hedged item: Accounts payable-trade)
THB
38,069
—
(371)
EUR
4,579
—
9
Foreign currency forward contracts (Exceptional hedge accounting)Selling (Principal hedged item: Accounts receivable-trade)
USD
8,529
—
*
EUR
179,001—*TypeSUZUKI MOTOR CORPORATION 51

Consolidated Financial Statements

CAD
3,138
—
*
AUD
30,327
—
*
NZD
2,735
—
*
GBP
1,738
—
*
MXN
5,302
—
*
CNY
21,047—*
Buying (Principal hedged item: Accounts payable-trade)
THB
19,730
—
*
JPY
3,549
—
*
Total
$479,519—$2,050* Since these foreign currency forward contracts are handled together with hedged items, their fair values are included in that of hedged items.

Interest and currency related transactions

Millions of yen

2015
2016
Principal
Type
Contract/
Amount due
Contract/
Amount due
hedged item
Fair value
notional amount after one year
notional amount after one year
Interest rate swap (special exceptional hedge accounting)
Pay fixed
Long-term
receive floating debt¥—¥—
¥ 32,500¥ 12,500*
Interest rate swap (Principle hedge accounting)
Pay fixed
Long-term
receive floating debt
63,50063,500———
Cross currency interest rate swap (Principle hedge accounting)
Pay fixed
receive floating
Pay IDR
receive USD
8,919
4,026
12,608
5,055—
Long-termdebt
Pay fixed
receive floating
Pay THB
receive USD
14,962
14,962
12,89912,899
1,109
Cross currency interest rate swap (Integration hedge accounting)
Pay fixed
receive floating Long-term
Pay JPY
debt
receive USD
98,00098,000118,000
118,000*
Pay fixed
receive floating
Pay CNY
receive JPY
243
243
243
243
*
Long-term
receivable
Pay fixed
receive floating
Pay INR
receive USD
2,913
2,913
2,732
2,732
*
Total
¥188,538¥183,645¥178,983¥151,430¥1,109Thousands of US dollars
2016
Principal
Type
Contract/
Amount due
hedged item
notional amount after one year
Interest rate swap (special exceptional hedge accounting)
Pay fixed
Long-term$288,427$110,933
receive floating debt
Cross currency interest rate swap (Principle hedge accounting)
Pay fixed
receive floating Long-term
111,893
44,869Pay IDR
debt
receive USD

52 SUZUKI MOTOR CORPORATION

Fair value*—

Fair value

¥ —
(32)

(18)

(16)

*

*

*
¥(67)

Consolidated Financial Statements

Pay fixed
receive floating Long-term
114,481
114,481
Pay THB
debt
receive USD
Cross currency interest rate swap (Integration hedge accounting)
Pay fixed
receive floating Long-term
1,047,213
1,047,213
Pay JPY
debt
receive USD
Pay fixed
receive floating
2,156
2,156
Pay CNY
receive JPY
Long-term
receivable
Pay fixed
receive floating
24,24824,248
Pay INR
receive USD
Total$1,588,420$1,343,902

9,847

*

*

*
$9,847* Since these cross currency interest rate swap transactions are handled together with hedged items, their fair values are included in that of hedged
items.

NOTE 6: Short-term debts and long-term debts

Short-term debts were as follows. The annual interest rates of short-term debts as of 31 March 2016 were from 0.10 percent to19.8 percent.
Thousands of
US dollars

Millions of yen

2016

2015

2016

¥266,490¥281,950$2,365,018¥266,531¥281,994

Short-term loans payable and Current portion of long-termloans payable
Unsecured..........................................................................

41

Lease obligations due within one year..............................

368

43

$2,365,387

Long-term debts were as follows:
Thousands of
US dollars

Millions of yen

2016

2015

2016

¥262,797¥272,717$2,332,249

11,90013,731Long-term loans payable maturing through 2021
Unsecured..........................................................................
Lease obligations due more than one year...........................
Other interest-bearing debts (Long-term guarantee deposited)

16¥274,714

49¥286,497

143

105,609$2,438,001

As is customary in Japan, both short-term and long-term bank loans are subjected to general agreements which provide that thebanks may, under certain circumstances, request additional security for those loans, and may treat any security furnished to thebanks, as well as cash deposited with them, as security for all present and future indebtedness.

SUZUKI MOTOR CORPORATION 53

Consolidated Financial Statements

The aggregate annual maturities of long-term debts excluding other interest-bearing debts as of 31 March 2016 were as follows:Year ending 31 March2018........................................................................................
2019........................................................................................
2020........................................................................................
Thereafter................................................................................

Millions of yen

Thousands of
US dollars¥109,249$ 969,555

15,000133,126

61,56377,000546,359
683,351¥262,813$2,332,392

Millions of yen

Thousands of
US dollars¥594$5,271¥691$6,133

Millions of yen

Thousands of
US dollars¥372$3,309Assets pledged as collateral as of 31 March 2016:

Buildings and structures........................................................

97

Land........................................................................................

861

Secured liabilities as of 31 March 2016:

Others (noncurrent liabilities).................................................

NOTE 7: Loan commitment

The Company has the commitment line contract with six banks for effective financing. The outstanding balance of this contract
was as follows:
Thousands of
US dollars

Millions of yen

Commitment line contract total..............................................
Actual loan balance................................................................
Variance

54 SUZUKI MOTOR CORPORATION

2016

2015

2016

¥250,000¥200,000$2,218,672¥250,000¥200,000———$2,218,672

Consolidated Financial Statements

NOTE 8: Retirement and severance benefits

1. Outline of adopted retirement benefit systems
The Company established cash balance corporate pension plan and lump-sum retirement benefit plan. Some of consolidated subsidiaries established defined benefit corporate pension plan and lump-sum retirement benefit plan. Some of foreign consolidated subsidiaries established defined contribution plan.
Some of consolidated subsidiaries adopt simplified method for the calculation of retirement benefits.
2. Defined benefit plan(a) Reconciliation of retirement benefit obligation from the opening balance to the closing balance
Millions of yen

2016
Opening balance of retirement benefit obligation................

¥133,418—

Cumulative effects of changes in accounting policies.......
Opening balance reflected changes in accounting.............
Service cost...........................................................................
Interest cost...........................................................................
Actuarial differences..............................................................
Retirement allowance paid...................................................
Past service cost...................................................................
Others....................................................................................
Closing balance of retirement benefit obligation

Thousands of
US dollars

2015¥133,418
8,322
1,855
14,073(4,753)347(1,103)¥152,161¥111,096
12,243$1,184,051—¥123,339
6,638
1,681
886
(4,751)
5,322
301¥133,418$1,184,051
73,862
16,467
124,901(42,188)
3,084(9,792)$1,350,387

2015

Thousands of
US dollars(b) Reconciliation of pension assets from the opening balance to the closing balance

Millions of yen

2016
Opening balance of pension assets.....................................
Expected return on pension assets......................................
Actuarial differences..............................................................
Contribution from employers.................................................
Retirement allowance paid...................................................

¥94,487
1,537

1,000

(1,344)454(3,452)(3,364)¥95,865¥94,487

4,856

5,905

(219)

Others....................................................................................
Closing balance of pension assets¥90,040451$838,551
13,643(11,929)
43,097(30,639)(1,950)$850,772(c) Reconciliation between closing balance of retirement benefit obligation and pension assets and net amount of liability/asset
for retirement benefits recognized in consolidated balance sheet
Millions of yen

2016
Defined benefit obligation of funded severance plan..........
Pension assets........................................................................

Thousands of
US dollars

2015¥108,729(95,865)
12,864¥95,065(94,487)577$964,943(850,772)
114,170

Defined benefit obligation of unfunded severance plan......

43,43138,353

385,443

Net amount of liability and asset for retirement benefits
recognized in consolidated balance sheet...........................

¥56,296¥38,930$499,614

Liabilities for retirement benefits............................................

¥56,346¥40,791$500,061

Assets for retirement benefits................................................

(50)(1,860)(447)

Net amount of liability and asset for retirement benefits
recognized in consolidated balance sheet...........................

¥56,296¥38,930$499,614

SUZUKI MOTOR CORPORATION 55

Consolidated Financial Statements(d) Breakdown of retirement benefit expenses

Millions of yen

2016¥8,322Service cost............................................................................

1,855Interest cost............................................................................

(1,537)

Expected return on pension assets.......................................

¥6,6381,681(1,000)987

Recognition of actuarial gains and losses............................

992

(342)

Amortization of past service cost...........................................

Thousands of
US dollars

2015

117

$73,862
16,467(13,643)
8,762(3,036)

Others.....................................................................................

48

46

426

Total amount of retirement benefit expenses
for defined benefit plans........................................................

¥9,334¥8,477$82,839(e) Adjustment for retirement benefits
Breakdown of adjustment for retirement benefit recognized were as follows:
Millions of yen

2016
Past service cost....................................................................
Actuarial gains and losses.....................................................
Total

Thousands of
US dollars

2015¥(293)¥(5,140)¥(15,075)¥(4,524)(14,782)616$(2,608)(131,186)$(133,794)(f) Accumulated adjustment for retirement benefits
Breakdown of accumulated adjustment for retirement benefit recognized were as follows:
Millions of yen

2016
Unrecognized past service cost............................................
Unrecognized actuarial gains and losses.............................
Total¥(2,158)(11,437)¥(13,596)

Thousands of
US dollars

2015¥(1,864)
3,344¥1,479$(19,152)(101,508)$(120,661)(g) Pension assets
a. Major breakdown of pension assets
Portion of major components to total pension assets were as follows:2016
Debt securities........................................................................
General account of life insurance companies......................
Others.....................................................................................
Total

43.9%
37.9%
18.2%

100.0%

2015
49.0%
37.9%
13.1%
100.0%

b. Method to determine long-term expected return on pension assets
Expected return on pension assets were determined by considering the current and anticipated future portfolio of pension assets and current and anticipated future long-term performance of various asset classes that comprise pension
assets.
(h) Actuarial assumptions
2016
Discount rate..........................................................................
Expected long-term return on pension assets......................

0.15%

1.80%

2015
1.12%
0.88%

3. Defined contribution plan
Year ended 31 March 2015
Contribution to defined contribution plan by the Company and consolidated subsidiaries was 231 million yen.
Year ended 31 March 2016
Contribution to defined contribution plan by the Company and consolidated subsidiaries was 233 million yen (2,069 thousand
US dollars).
56 SUZUKI MOTOR CORPORATION

Consolidated Financial Statements

NOTE 9: Income taxes(a) Breakdown of deferred tax assets and deferred tax liabilities by their main occurrence causes
Thousands of
US dollars

Millions of yen

Deferred tax assets
Impairment loss and Excess-depreciation........................
Various provisions...............................................................
Unrealized profits elimination.............................................
Loss on valuation of securities...........................................
Deferred assets ..................................................................
Others..................................................................................
Deferred tax assets sub-total...........................................
Valuation allowance............................................................
Deferred tax assets total..................................................
Deferred tax liabilities
Valuation difference on available-for-sale securities.........
Variance from the complete market value method of
consolidated subsidiaries..................................................
Reserve for advanced depreciation of noncurrent assets....
Others..................................................................................
Deferred tax liabilities total...............................................
Net amounts of deferred tax assets...................................

2016

2015

2016

¥57,330¥57,418$508,789

34,04437,254

19,38324,197

13,655

14,265

3,606

3,579

81,52375,362

209,544

212,078(36,743)(39,996)

302,133

172,021

121,189

32,010723,494

1,859,638(326,091)¥172,800¥172,082$1,533,547¥(39,938)¥(76,700)$(354,438)(5,264)(5,811)(3,265)(3,450)(1,145)(1,076)¥123,186¥85,043(49,614)(87,038)(46,723)(28,983)(10,164)(440,309)$1,093,237* Net amounts of deferred tax assets are included in the following accounts in the consolidated balance sheets.
Thousands of
US dollars

Millions of yen

Current assets – Deferred tax assets.................................
Investment and other assets – Deferred tax assets.........
Current liabilities – Deferred tax liabilities..........................
Noncurrent liabilities – Deferred tax liabilities....................

2016

2015

2016

¥116,378¥115,015$1,032,819

14,773

19,985(7,484)(43,766)(481)(6,190)131,111(4,274)(66,418)SUZUKI MOTOR CORPORATION 57

Consolidated Financial Statements(b) Breakdown of the differences between the statutory tax rate and the effective tax rate
2016
Statutory tax rate.....................................................................
Tax rate difference..............................................................
Effect of change of tax rate................................................
Others..................................................................................
Effective tax rate.....................................................................

2015

32.34%

—

2.82%

—

2.64%

—

(0.21)%—

37.59%—* For the year ended 31 March 2015, the note was omitted as the difference between the statutory tax rate and the effective tax rate after adoption oftax effect accounting was less than 5% of the statutory tax rate.

(c) Revision of the amount of deferred tax assets and deferred tax liabilities due to change in corporation tax rate
“The Act on Partial Revision of the Income Tax Act, etc.” (Act No.15 of 2016) and “The Act on Partial Revision of the
Local Tax Act, etc.” (Act No.13 of 2016) were enacted in the Diet on 29 March 2016. As a result, the effective corporation
tax rate to calculate deferred tax assets and deferred tax liabilities in this consolidated fiscal year (applied only to besettled on or after 1 April 2016) which were expected to be settled from 1 April 2016 to 31 March 2018 was changed to30.21%, and which were expected to be settled on or after 1 April 2018 was to 29.99%, while the effective corporation
tax rate to calculate deferred tax assets and deferred tax liabilities in previous consolidated fiscal year which were
expected to be settled from 1 April 2015 to 31 March 2016 was 32.34%, and which were expected to be settled on orafter 1 April 2016 was 31.56%.
As a result of this change in corporation tax rate, the amount of deferred tax assets (net amount of deferred tax
liabilities) decreased by ¥5,650 million, income taxes-deferred increased by ¥6,882 million, valuation difference on
available-for-sale securities increased by ¥1,435 million, deferred gains or losses on hedges increased by ¥1 million,
and accumulated adjustment for retirement benefit decreased by ¥204 million.

NOTE 10: Research and development costs

Research and development costs included in selling, general and administrative expenses were as follows:
Thousands of
US dollars

Millions of yen

Research and development costs.........................................

2016

2015

2016

¥131,031¥125,896$1,162,859

NOTE 11: Cash and cash equivalents

Cash and cash equivalents were as follows:
Thousands of
US dollars

Millions of yen

Cash and deposits.................................................................
Short-term investment securities...........................................
Time deposits with maturities of over three months..............
Bonds etc. with redemption period of over three months......

2016

2015

2016

¥497,187¥457,513$4,412,385

279,571685,647(279,571)(192,888)(47,098)¥450,088

58 SUZUKI MOTOR CORPORATION(18,012)¥932,261

2,481,109(417,986)(2,481,109)$3,994,398

Consolidated Financial Statements

NOTE 12: Net assets

The Companies Act of Japan (“the Companies Act”) requires that at least 50% of the contribution of new shares shallbe included in capital stock. The portion to be recorded as capital stock is determined by resolution of the meeting of
the Board of Directors. Proceeds in excess of the capital stock shall be credited to “Legal capital surplus”.
The Companies Act provides that an amount equivalent to 10% of cash dividends shall be appropriated as a legal
capital surplus or legal retained earnings until total amount of them reaches a certain limit, defined as 25% of thecapital stock.
The Companies Act allows both legal capital surplus and legal retained earnings to be transferred to the capital stock
following the approval at an Ordinary General Meeting of Shareholders.
The legal retained earnings of the Company and its subsidiaries are included in “Retained earnings” on the
consolidated balance sheets and are not shown separately.
According to the Companies Act, the articles of incorporation allow to repurchase treasury stock and dispose of suchtreasury stock by resolution of meeting of the Board of Directors.

NOTE 13: Other comprehensive income
Thousands of
US dollars

Millions of yen

2016

2015

2016

¥(78,299)¥77,327$ (694,886)(113,722)

77,327

Valuation difference on available-for-sale securities
Loss (gain) arising during the period.................................
Reclassification adjustments..............................................
Before tax effect..................................................................
Tax effect.............................................................................
Balance at the end of the period........................................

(35,422)36,711—(19,592)(314,367)(1,009,254)
325,801¥(77,011)¥57,734$ (683,453)¥2,939¥965$ 26,088

Deferred gains or losses on hedges
Loss (gain) arising during the period.................................
Reclassification adjustments..............................................
Before tax effect..................................................................
Tax effect.............................................................................
Balance at the end of the period........................................

(3,088)75(27,407)

(148)

1,041

¥(29)

¥587

$ (261)¥(101,996)¥46,774$ (905,183)

119

(453)

(1,318)1,057

Foreign currency translation adjustment
Loss (gain) arising during the period.................................
Reclassification adjustments..............................................
Balance at the end of the period........................................

1,405

—

12,474¥(100,590)¥46,774$ (892,708)¥(15,274)¥(5,176)$(135,552)(15,075)(4,524)¥(10,562)¥(3,005)$(93,737)¥(3,411)¥3,489$ (30,277)

Adjustment for retirement benefit
Loss (gain) arising during the period.................................
Reclassification adjustments..............................................
Before tax effect..................................................................
Tax effect.............................................................................
Balance at the end of the period........................................

198

4,513

651
1,518

1,757

(133,794)
40,056

Share of other comprehensive income of associates
accounted for using equity method
Loss (gain) arising during the period.................................
Total other comprehensive income................................

¥(191,605)¥105,579$ (1,700,437)

SUZUKI MOTOR CORPORATION 59

Consolidated Financial Statements

NOTE 14: Significant Changes in the Amount of Shareholders’ Equity(a) Acquisition of treasury stock and sales of Volkswagen AG share
The Company carried out the acquisition of 119,787,000 treasury stocks through the Tokyo Stock Exchange Trading
Network System for Off-Auction Treasury Share Repurchase Trading (ToSTNeT-3) on 17 September 2015 for the purposeof repurchase of 111,610,000 ordinary Suzuki shares owned by Volkswagen AG, pursuant to the arbitration award fromInternational Court of Arbitration of the International Chamber of Commerce on 29 August 2015.
And the Company also disposed of all of 4,397,000 ordinary Volkswagen AG shares owned by the Company, in line with
the intention of Volkswagen AG on 25 September 2015.
(Details of Acquisition of Treasury Stock)
Type of shares acquired

Ordinary shares of Suzuki

Total number of shares acquired

119,787,000 shares

Total amount paid of the acquisition

460,281 million yen (4,084,850 thousand US dollars)

Acquisition date17 September 2015 (trade basis)(Details of Sales of Volkswagen AG Share)
Type of shares soldOrdinary shares of Volkswagen AG

Total number of shares sold4,397,000 shares (All the shares owned by the Company)

Buyer

Porsche Automobil Holding SE

Gain on sales of investment securities
Execution of agreement

25 September 2015

36,691 million yen (325,621 thousand US dollars)(b) Retirement of treasury stock
The Company resolved to cancel treasury stock, pursuant to provisions of Article 178 of the Companies Act by a Boardof Directors’ meeting held on 7 March 2016. The Company carried out cancelling 70,047,304 treasury stocks on 31
March 2016.

NOTE 15: Cash dividends
Resolutions
Ordinary General
Meeting of Shareholders
held on 26 June 2015
Total amount of cash dividends
Cash dividends per share

Meeting of theBoard of Directors
held on 4 November 2015

¥9,537 million$84,643 thousand¥6,618 million$58,739 thousand¥17.00$0.15¥15.00$0.13

Record date

31 March 2015

30 September 2015

Effective date

29 June 2015

30 November 2015

Dividends which record date was in the current consolidated fiscal year and effective date was in the next fiscal year:
Resolution
Ordinary General
Meeting of Shareholders
held on 29 June 2016
Total amount of cash dividends
Cash dividends per share¥7,501 million$66,571 thousand¥17.00$0.15

Record date

31 March 2016

Effective date

30 June 2016

60 SUZUKI MOTOR CORPORATION

Consolidated Financial Statements

NOTE 16: Stock option plans

The Company adopts stock option plan by using subscription rights to shares.
The plans were adopted at the Ordinary General Meetings of Shareholders and meetings of the Board of Directors held on 28
June 2012, 27 June 2013 and 27 June 2014 based on the Companies Act.
The details of the plans were as follows:
1. Resolution date
28 June 2012
2. Category and number of people to whom stock options are granted
10 Directors of the Company (excluding Outside Directors)
6 Managing Officers who do not concurrently serve as Directors
3. Class of shares that are the subject of subscription rights to shares
Common stock of the Company
4. Number of shares
50,000 shares
5. Amount to be paid for subscription rights to shares
1 yen per 1 share
6. Period during which subscription rights to shares can be exercised
From 21 July 2012 to 20 July 2042
7. Terms of exercise of subscription rights to shares(1) A person who is allocated subscription rights to shares shall be able to exercise share subscription rights only up until
10th day (the next business day if the 10th day falls on a non-business day) from the day immediately following the dateof resignation as the Company’s Director as well as the Senior Managing Officer or Managing Officer without the role of
Director being served concurrently.
(2) If a person who is allocated subscription rights to shares was dead, the person’s heir shall be able to exercise the rights.
8. Matters relating to assignment of subscription rights to shares
The acquisition of subscription rights to shares by assignment shall require the approval of the Board of Directors of theCompany.
9. Matters relating to subrogation payment
None
1. Resolution date
27 June 2013
2. Category and number of people to whom stock options are granted
7 Directors of the Company (excluding Outside Directors)
10 Senior Managing Officers and Managing Officers who do not concurrently serve as Directors
3. Class of shares that are the subject of subscription rights to shares
Same to the plan adopted at 28 June 2012
4. Number of shares
29,400 shares
5. Amount to be paid for subscription rights to shares
Same to the plan adopted at 28 June 2012
6. Period during which subscription rights to shares can be exercised
From 20 July 2013 to 19 July 2043
7. Terms of exercise of subscription rights to shares
Same to the plan adopted at 28 June 2012
8. Matters relating to assignment of subscription rights to shares
Same to the plan adopted at 28 June 2012
9. Matters relating to subrogation payment
Same to the plan adopted at 28 June 2012SUZUKI MOTOR CORPORATION 61

Consolidated Financial Statements

1. Resolution date
27 June 2014
2. Category and number of people to whom stock options are granted
6 Directors of the Company (excluding Outside Directors)
6 Managing Officers who do not concurrently serve as Directors
3. Class of shares that are the subject of subscription rights to shares
Same to the plan adopted at 28 June 2012
4. Number of shares
20,500 shares
5. Amount to be paid for subscription rights to shares
Same to the plan adopted at 28 June 2012
6. Period during which subscription rights to shares can be exercised
From 23 July 2014 to 22 July 2044
7. Terms of exercise of subscription rights to shares
Same to the plan adopted at 28 June 2012
8. Matters relating to assignment of subscription rights to shares
Same to the plan adopted at 28 June 2012
9. Matters relating to subrogation payment
Same to the plan adopted at 28 June 2012

NOTE 17: Contingent liabilities

As of 31 March 2016 and 2015, the Company and some of consolidated subsidiaries had the contingent liabilities as follows:
Thousands of
US dollars

Millions of yen

2016
Guarantee of indebtedness of affiliates and others..........

¥1,4272015

2016¥10,425$12,670

NOTE 18: Segment Information

1. Outline of reportable segments
The reportable segments of the Company are the components of the Company business for which discrete financial information is available, and whose operating results are regularly reviewed by our decision-making body such as Board of Directors
to make decisions about resources to be allocated to the segments and to assess their performances.
The Group has three reportable segments of “Motorcycle”, “Automobile” and “Marine and Power products, etc.” based on theform of management organization and nature of products and services.
Main products and services of each segment are as follows:
Segment

Main products and services

Motorcycle

Motorcycles, All-terrain vehicles

Automobile

Minivehicles, Sub-compact vehicles, Standard-sized vehicles

Marine and Power products, etc.

Outboard motors, Engines for snowmobiles, etc., Electro senior vehicles, Houses

2. Methods of measurement for the amounts of net sales, profit or loss, assets and other items for each reportable segment
The accounting policies of the reportable segments are consistent to the description of the “Summary of significant accounting
policies” (Note 2).

62 SUZUKI MOTOR CORPORATION

Consolidated Financial Statements

3. Information about the amounts of net sales, profit or loss, assets and other items by reportable segment
Millions of yen

2016

Motorcycle

Net Sales:
Net sales to external customers....
Segment profit (loss)..............
Segment assets......................
Other content:
Depreciation...............................
Amortization of goodwill.............
Impairment loss..........................
Investments in affiliated companies
accounted for by equity method....
Increase in property, plant andequipment and intangible assets....

Automobile

Marine & Powerproducts, etc.

Adjustment

Consolidated¥——¥3,180,659
195,308¥233,889(10,198)¥2,878,515
192,619¥68,253
12,88746,094

480,945

7,992
184
30

158,116
1,723
292

2,207
79
—

—
—
—

168,315
1,988
322

3,990

42,193

67—

46,2507,531

161,679

2,324—

171,535

190,376

1,984,591

2,702,008

Millions of yen

2015

Motorcycle

Net Sales:
Net sales to external customers....
Segment profit (loss)..............
Segment assets......................
Other content:
Depreciation...............................
Amortization of goodwill.............
Impairment loss..........................
Investments in affiliated companies
accounted for by equity method.....
Increase in property, plant andequipment and intangible assets....

Automobile

Marine & Powerproducts, etc.

Adjustment

Consolidated¥——¥3,015,461
179,424¥250,485(675)¥2,701,942
171,827¥63,033
8,272

203,256

1,893,036

45,1591,111,348

3,252,800

8,504
639
—

124,686
1,757
969

1,186
122
—

—
—
—

134,377
2,519
969

15,08945,346

82—

60,5198,356

184,785

1,314—

194,457

Thousands of US dollars

2016

Motorcycle

Net Sales:
Net sales to external customers....
Segment profit (loss)..............
Segment assets......................
Other content:
Depreciation...............................
Amortization of goodwill.............
Impairment loss..........................
Investment in affiliated companies
accounted for by equity method.....
Increase in property, plant andequipment and intangible assets....

Automobile$2,075,700 $25,545,935(90,510)
1,709,435

Marine & Powerproducts, etc.

$605,725
114,375$

17,612,632

70,9281,403,233

19,586707———

35,410374,451

66,841

1,434,854

15,2992,594

Consolidated— $28,227,361—
1,733,300

1,689,535
1,639
266

409,075

Adjustment

4,268,241

23,979,484—

1,493,749

600—

410,462

20,629—1,522,325

17,6462,861

SUZUKI MOTOR CORPORATION 63

Consolidated Financial Statements(Reference information)
As reference information, operating results by geographical areas were as follows:(a) The amount of net sales, operating income or loss based on location of the Company and its consolidated subsidiaries
Millions of yen

2016
Japan

Europe

Asia

Other
areas

Eliminations

Consolidated¥153,857¥¥3,180,659

Net Sales:
Net sales to external customers....
Internal net sales or transfer
among geographical areas...........
Total
Operating income..............................

¥1,301,207
508,962

1,810,169

84,812¥323,309
227,156

550,465

6,721¥1,402,285
93,8301,496,116

542(830,491)

2,431(2,481)

154,399

103,823—(830,491)—

3,180,659
195,308

Millions of yen

2015
Japan

Europe

Asia

Other
areas

Eliminations

Consolidated¥—¥3,015,461

Net Sales:
Net sales to external customers....

¥1,317,659¥306,156¥1,233,494¥158,151

Internal net sales or transfer
among geographical areas...........

447,311

129,982

72,7361,029(651,059)—

1,764,970

436,139

1,306,230

159,181(651,059)

3,015,461

90,718

5,116

81,607

2,620

(637)

179,424

Total
Operating income..............................

Thousands of US dollars

2016
Japan

Europe

Asia

Other
areas

Eliminations

Consolidated

Net sales:
Net sales to external customers....

$11,547,808

Internal net sales or transfer
among geographical areas...........

4,516,881

2,015,941

752,686

59,648

Total
Operating income..............................

16,064,689$2,869,267 $12,444,845

4,885,208

832,719

13,277,565

921,405$1,365,439 $
4,810

1,370,250

21,579*Notes: 1. Classification of countries or areas is based on a geographical adjacency.
2. The major countries or areas belonging to classifications other than Japan:
		 (1) Europe
Hungary, Germany, United Kingdom and France
		 (2) Asia
India, Indonesia, Thailand and Pakistan
		 (3) Other areas United States, Australia, Mexico and Colombia
3. Classification is counted based on the location of the Company and its consolidated subsidiaries.

64 SUZUKI MOTOR CORPORATION— $28,227,361(7,370,352)—(22,020)

1,733,300(7,370,352) 28,227,361

Consolidated Financial Statements(b) The amount of net sales based on external customers
Millions of yen

2016
Net sales........................................

Japan

India

Others¥1,047,883¥980,288¥1,152,486

Consolidated¥3,180,659

Millions of yen

2015
Net sales........................................

Japan

India

Others¥1,094,611¥814,584¥1,106,265

Consolidated¥3,015,461

Thousands of US dollars

2016
Japan

Net sales........................................

$9,299,642

India$8,699,758

OthersConsolidated$10,227,961$28,227,361

NOTE 19: Significant Subsequent Event

The Company resolved issuance of Euro Yen Zero Coupon (subject to the maximum number of shares to be delivered) Convertible Bond due 2021 and Euro Yen Zero Coupon (subject to the maximum number of shares to be delivered) Convertible Bonddue 2023 by a Board of Directors’ meeting held on 7 March 2016. All payments were completed on 1 April 2016. The outline ofthese bonds is as follows:(1) Name of the bond(2) Total issue amount(3) Issue price(4) Offer price(5) Coupon(6) Closing and issue date(7) Redemption price(8) Redemption at maturity, Early redemption
and Cancellation by acquisition(9) Matters concerning the stock acquisitionrightsi. Type of share to be issued upon
exercise of the stock acquisition rights
ii. Total number of stock acquisition rights
iii. Conversion priceiv. Exercise period and Supplementary
conditions

v. Asset and amount to be paid upon
exercise of the stock acquisition rights
vi. Capital stock and capital surplus
increased in case the stocks areissued by exercising stock acquisitionrights(10) Security or guarantee(11) Use of proceeds

SUZUKI MOTOR CORPORATION Euro Yen Zero Coupon(subject to the maximum number of shares to be delivered)
Convertible Bond due 2021
100 billion yen (887 million US dollars) plus the aggregate
principal amount of the bonds in respect of replacement
certificates of the bonds with stock acquisition rights
100.5% of principal amount103.0% of principal amountZero
1 April 2016
100% of principal amount
31 March 2021 by 100% of principal amount
Early redemption and cancellation by acquisition by the bonds
under certain circumstances are specified in the Information
Memorandum.

Common stock of the Company

SUZUKI MOTOR CORPORATIONEuro Yen Zero Coupon (subject to the
maximum number of shares to bedelivered) Convertible Bond due 2023
Same as on the left
100.0% of principal amount
102.5% of principal amountSame as on the left
Same as on the left
Same as on the left
31 March 2023 by 100% of principal
amount /Same as on the left

Same as on the left

10,000 units plus the units of the aggregate principal amountof the bonds in respect of replacement certificates of theSame as on the leftbonds with stock acquisition rights divided by 10 million yen
4,120.0 yen (36.6 US dollars)Same as on the left
From 15 April 2016 to 17 March 2021
From 15 April 2016 to 17 March 2023
[Automatic-acquisition-upon-exercise clause (subject to the[Same as on the left]
maximum number of shares to be delivered)]
Exercising by 31 December 2022
Exercising by 31 December 2020
[Same as on the left][One-time acquisition clause (subject to the maximum number
Giving notice from 31 March 2022of shares to be delivered)]
to16 December 2022
Giving notice from 31 March 2020 to 16 December 2020
[Same as on the left][Contingent conversion mechanism (130%)]
Until 31 December 2022
Until 31 December 2020
The bonds in respect of the relevant stock acquisition rights shall be contributed upon exercising ofeach stock acquisition right, and the price of the bonds shall be equal to the principal amount of thebonds.
The amount of capital stock increased in case the stocks are issued by exercising stock acquisitionrights shall be half of the maximum increase of capital stock and etc., calculated in accordance with
Article 17 of the ‘‘Company Calculation Ordinance,’’ and any amount less than one yen arising fromsuch calculation shall be rounded up. The increase in capital surplus shall be obtained by subtracting
the capital stock increased from the maximum increase of capital stock and etc.
None
Proceeds from the issuance of the bonds shall be used as strategic investment for accelerating theGroup’s mid-term management plan and for strengthening its competitive position.
SUZUKI MOTOR CORPORATION 65

Consolidated Financial Statements

Independent Auditor’s Report
To the Board of Directors of
Suzuki Motor Corporation
We have audited the accompanying consolidated financial statements of Suzuki Motor Corporation and its subsidiaries,
which comprise the consolidated balance sheet as of 31 March 2016, and the consolidated statement of income, statement of comprehensive income, statement of changes in net assets and statement of cash flows for the year then ended,
all expressed in Japanese Yen, and a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in Japan, and for such internal control as management determines
is necessary to enable the preparation of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks
of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as
well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
OpinionIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Suzuki Motor Corporation and its consolidated subsidiaries as of 31 March 2016, and the consolidated results of their operations and their cash flows for the year then ended in accordance with accounting principles
generally accepted in Japan.
Emphasis of Matter
Without qualifying our opinion, we draw attention to Note 19 “Significant Subsequent Event” to the consolidated financial
statements, the Company resolved issuance of Euro Yen Zero Coupon (subject to the maximum number of shares to bedelivered) Convertible Bond due 2021 and Euro Yen Zero Coupon (subject to the maximum number of shares to be delivered) Convertible Bond due 2023 by a Board of Directors’ meeting held on 7 March 2016. All payments were completed
on 1 April 2016.
Convenience Translation
The amounts expressed in US dollars, which are provided solely for the convenience of the reader, have been translatedon the basis set forth in Note 1 to the accompanying consolidated financial statements.

Seimei Audit Corporation
Tokyo, Japan
29 June 2016

66 SUZUKI MOTOR CORPORATION

Company Outline
1. Company NameSUZUKI MOTOR CORPORATION

2. Date of Incorporation

March 1920
June 1954
October 1990

3. Head Office

300 Takatsuka-cho, Minami-ku, Hamamatsu-shi, Shizuoka 432-8611 Japan
Website Address : http://www.globalsuzuki.com

4. Main Products

Automobiles, Motorcycles, Outboard Motors, Motorized Wheelchairs,
Electro Senior Vehicles, Industrial Equipment

5. Fiscal Year-End

31 March

6. Public Accounting Firm

Seimei Audit Corporation

Incorporated as Suzuki Loom Manufacturing Co.
Name changed to Suzuki Motor Co., Ltd.
Name changed to Suzuki Motor Corporation

7. Capital and Shareholders
Capital(as of 31 March, 2016)¥138,014 million

Total number of authorized shares

1,500 million

Total number of shares issued

491,000,000

Number of shareholders

33,252

Stock Listing

Tokyo Stock Exchange

Securities Code7269

Ordinary General Meeting of Shareholders

June

Record Dates• Ordinary General Meeting of Shareholders 31 March• Year-End Dividend 31 March• Interim Dividend 30 September

Shareholders’ Register Manager

Sumitomo Mitsui Trust Bank, Limited
1-4-1, Marunouchi, Chiyoda-ku, Tokyo<Ten Major Shareholders>Name of Shareholder

Number of Shares Held

Shareholding Ratio

The Master Trust Bank of Japan, Ltd. (Trust Account)

26,216

5.9

JP Morgan Chase Bank 380055

21,804

4.9

Japan Trustee Services Bank, Ltd. (Trust Account)

20,2094.6

Tokio Marine & Nichido Fire Insurance Co., Ltd.

17,961

4.1

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

16,000

3.6

The Shizuoka Bank, Ltd.

14,500

3.3

Resona Bank, Ltd.

13,0002.9

Sompo Japan Nipponkoa Insurance Inc.

7,761

1.8

Nippon Steel & Sumitomo Metal Corporation

7,759

1.8

Fuji Heavy Industries Ltd.

5,780

1.3

(Thousands of Shares)(%)(Note) *1. Number of shares less than 1,000 is truncated.
*2. Percentage of Shareholding is calculated excluding treasury stock (49,748 thousand shares).

SUZUKI MOTOR CORPORATION 67

Company Outline

Suzuki Group

Subsidiaries: 136 companies (69 in domestic, 67 in overseas)   Affiliates: 33 companies(1) Major Domestic Subsidiaries[Manufacturing Subsidiaries]
Suzuki Auto Parts Mfg. Co., Ltd.
Snic Co., Ltd.
Suzuki Akita Auto Parts Mfg. Co., Ltd.
Suzuki Toyama Auto Parts Mfg. Co., Ltd.

[Non-Manufacturing Subsidiaries]
Suzuki Transportation & Packing Co., Ltd.
Suzuki Business Co., Ltd.
Suzuki Engineering Co., Ltd.

[Marketing Subsidiaries]

54 directly managed domestic marketing companies(2) Major Overseas Subsidiaries[EUROPE]
Germany
Spain
Italy
FranceHungaryUK
Austria
PolandSuzuki Deutschland GmbH
Suzuki Motor Iberica, S.A.U.
Suzuki Italia S.p.A.
Suzuki France S.A.S.
Magyar Suzuki Corporation Ltd.
Suzuki GB PLC
Suzuki Austria Automobil Handels G.m.b.H
Suzuki Motor Poland SP.Z.O.O.

[AMERICA]
USA
USA
CanadaMexicoColombia

Suzuki Motor of America, Inc.
Suzuki Manufacturing of America Corporation
Suzuki Canada Inc.
Suzuki Motor de Mexico S.A. DE C.V.
Suzuki Motor de Colombia S.A.

[ASIA]India
India
PakistanIndonesia
ThailandThailandPhilippines
Cambodia
China
VietnamTaiwanMyanmar

Maruti Suzuki India Ltd.
Suzuki Motorcycle India Private Limited
Pak Suzuki Motor Co., Ltd.
PT. Suzuki Indomobil Motor
Thai Suzuki Motor Co., Ltd.
Suzuki Motor (Thailand) Co., Ltd.
Suzuki Philippines Inc.
Cambodia Suzuki Motor Co., Ltd.
Suzuki Motor (China) Investment Co., Ltd.
Vietnam Suzuki Corporation
Taiwan Suzuki Automobile Corporation
Suzuki (Myanmar) Motor Co., Ltd.

[OCEANIA]
Australia
New Zealand

Suzuki Australia Pty. Ltd.
Suzuki New Zealand Ltd.

[AFRICA]South Africa

Suzuki Auto South Africa (Pty.) Ltd.

Marketing Subsidiaries
44 directly managed overseas marketing companies

68 SUZUKI MOTOR CORPORATIONANNUAL REPORT 2016
Printed in Japan