##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 20-F



|☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------

OR

|☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended March 31, 2017

OR

|☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period
from            to

OR

|☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

Date of event requiring this shell company report

Commission file number 1-7628



HONDA GIKEN
KOGYO KABUSHIKI KAISHA

(Exact name of Registrant as specified in its charter)



HONDA MOTOR
CO., LTD.

(Translation of Registrants name into English)



JAPAN

(Jurisdiction of incorporation or organization)

No. 1-1, Minami-Aoyama 2-chome, Minato-ku, Tokyo 107-8556, Japan

(Address of
principal executive offices)

Akihisa Ito, Honda North America, Inc.,

ir@hna.honda.com, (212)707-9920, 156 West 56th Street, 20th Floor, New York, NY 10019, U.S.A.

(Name, E-mail and/or Facsimile number, Telephone and Address of Company Contact
Person)



Securities registered pursuant to Section 12(b) of the Act.

|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of each class |  | Name of each exchange on which registered
|Common Stock*       |  | New York Stock Exchange                  

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of class)

Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period
covered by the annual report.

|                    |  |                                 
|------------------- |  | --------------------------------
|Title of each class |  | Outstanding as of March 31, 2017
|Common Stock        |  | 1,802,280,395**                 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act,    Yes  ☒    No  ☐

If this report is
an annual or transmission report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.    Yes  ☐    No  ☒

Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such file).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or an emerging growth company. See definition of large accelerated filer, accelerated filer, and emerging growth company in Rule 12b-2 of the Exchange
Act.

|                             |  |                        |  |                            |  |                             
|---------------------------- |  | ---------------------- |  | -------------------------- |  | ----------------------------
|Large accelerated filer    ☒ |  | Accelerated filer    ☐ |  | Non-accelerated filer    ☐ |  | Emerging growth company    ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 The term new or revised financial accounting standard refers to any update issued by the Financial
Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which
basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S.GAAP  ☐    International Financial Reporting Standards as issued by the International Accounting
Standards Board  ☒    Other  ☐

If Other has been checked in
response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.    Item 17  ☐    Item 18  ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

|* | Not for trading purposes, but only in connection with the registration of American Depositary Shares, each representing one share of Common Stock.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------

|** | Shares of Common Stock include 66,809,460 shares represented by American Depositary Shares.
|-- | -------------------------------------------------------------------------------------------







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##### Table of Contents

|                                                              |  |  |    | 
|------------------------------------------------------------- |  |  | -- | 
|PART I                                                        |  |  |    | 
|                                                              | 
|Item 1. Identity of Directors, Senior Management and Advisers |  |  | 1  | 
|                                                              | 
|Item 2. Offer Statistics and Expected Timetable               |  |  | 1  | 
|                                                              | 
|Item 3. Key Information                                       |  |  | 1  | 
|A. Selected Financial Data                                    |  |  | 1  | 
|B. Capitalization and Indebtedness                            |  |  | 2  | 
|C. Reason for the Offer and Use of Proceeds                   |  |  | 2  | 
|D. Risk Factors                                               |  |  | 2  | 
|                                                              | 
|Item 4. Information on the Company                            |  |  | 7  | 
|A. History and Development of the Company                     |  |  | 7  | 
|B. Business Overview                                          |  |  | 8  | 
|C. Organizational Structure                                   |  |  | 28 | 
|D. Property, Plants and Equipment                             |  |  | 29 | 
|                                                              | 
|Item 4A. Unresolved Staff Comments                            |  |  | 31 | 
|                                                              | 
|Item 5. Operating and Financial Review and Prospects          |  |  | 32 | 
|A. Operating Results                                          |  |  | 32 | 
|B. Liquidity and Capital Resources                            |  |  | 57 | 
|C. Research and Development                                   |  |  | 59 | 
|D. Trend Information                                          |  |  | 62 | 
|E. Off-Balance Sheet Arrangements                             |  |  | 62 | 
|F. Tabular Disclosure of Contractual Obligations              |  |  | 62 | 
|G. Safe Harbor                                                |  |  | 62 | 
|                                                              | 
|Item 6. Directors, Senior Management and Employees            |  |  | 63 | 
|A. Directors and Senior Management                            |  |  | 63 | 
|B. Compensation                                               |  |  | 77 | 
|C. Board Practices                                            |  |  | 78 | 
|D. Employees                                                  |  |  | 78 | 
|E. Share Ownership                                            |  |  | 79 | 
|                                                              | 
|Item 7. Major Shareholders and Related Party Transactions     |  |  | 79 | 
|A. Major Shareholders                                         |  |  | 79 | 
|B. Related Party Transactions                                 |  |  | 80 | 
|C. Interests of Experts and Counsel                           |  |  | 80 | 
|                                                              | 
|Item 8. Financial Information                                 |  |  | 80 | 
|A. Consolidated Statements and Other Financial Information    |  |  | 80 | 
|B. Significant Changes                                        |  |  | 82 | 
|                                                              | 
|Item 9. The Offer and Listing                                 |  |  | 82 | 
|A. Offer and Listing Details                                  |  |  | 82 | 
|B. Plan of Distribution                                       |  |  | 83 | 
|C. Markets                                                    |  |  | 83 | 
|D. Selling Shareholders                                       |  |  | 83 | 
|E. Dilution                                                   |  |  | 83 | 
|F. Expenses of the Issue                                      |  |  | 83 | 
|                                                              | 
|Item 10. Additional Information                               |  |  | 83 | 
|A. Share Capital                                              |  |  | 83 | 
|B. Memorandum and Articles of Association                     |  |  | 83 | 
|C. Material Contracts                                         |  |  | 91 | 
|D. Exchange Controls                                          |  |  | 92 | 
|E. Taxation                                                   |  |  | 92 | 



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|                                                                                      |  |  |     | 
|------------------------------------------------------------------------------------- |  |  | --- | 
|F. Dividends and Paying Agents                                                        |  |  | 96  | 
|G. Statement by Experts                                                               |  |  | 96  | 
|H. Documents on Display                                                               |  |  | 96  | 
|I. Subsidiary Information                                                             |  |  | 96  | 
|                                                                                      | 
|Item 11. Quantitative and Qualitative Disclosure about Market Risk                    |  |  | 96  | 
|                                                                                      | 
|Item 12. Description of Securities Other than Equity Securities                       |  |  | 97  | 
|A. Debt Securities                                                                    |  |  | 97  | 
|B. Warrants and Rights                                                                |  |  | 97  | 
|C. Other Securities                                                                   |  |  | 97  | 
|D. American Depositary Shares                                                         |  |  | 97  | 
|                                                                                      | 
|PART II                                                                               |  |  |     | 
|                                                                                      | 
|Item 13. Defaults, Dividend Arrearages and Delinquencies                              |  |  | 98  | 
|                                                                                      | 
|Item 14. Material Modifications to the Rights of Security Holders and Use of
Proceeds |  |  | 98  | 
|                                                                                      | 
|Item 15. Controls and Procedures                                                      |  |  | 98  | 
|                                                                                      | 
|Item 16A. Audit Committee Financial Expert                                            |  |  | 99  | 
|                                                                                      | 
|Item 16B. Code of Ethics                                                              |  |  | 99  | 
|                                                                                      | 
|Item 16C. Principal Accountant Fees and Services                                      |  |  | 99  | 
|                                                                                      | 
|Item 16D. Exemptions from the Listing Standards for Audit Committees                  |  |  | 100 | 
|                                                                                      | 
|Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers      |  |  | 101 | 
|                                                                                      | 
|Item 16F. Change in Registrants Certifying Accountant                                |  |  | 101 | 
|                                                                                      | 
|Item 16G. Corporate Governance                                                        |  |  | 102 | 
|                                                                                      | 
|Item 16H. Mine Safety Disclosure                                                      |  |  | 106 | 
|                                                                                      | 
|PART III                                                                              |  |  |     | 
|                                                                                      | 
|Item 17. Financial Statements                                                         |  |  | 106 | 
|                                                                                      | 
|Item 18. Financial Statements                                                         |  |  | 106 | 
|                                                                                      | 
|Item 19. Exhibits                                                                     |  |  | 107 | 



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##### Table of Contents

PART I



Unless the context otherwise requires, the terms
we, us, our, Registrant, Company and Honda as used in this Annual Report each refer to Honda Motor Co., Ltd. and its consolidated subsidiaries.



Item 1. Identity of Directors, Senior
Management and Advisers



Not applicable.



Item 2. Offer Statistics and
Expected Timetable



Not applicable.



Item 3. Key Information



A. Selected Financial Data



The selected consolidated financial data set
out below for each of the four fiscal years ended March 31, 2017 have been derived from our consolidated financial statements that were prepared in accordance with International Financial Reporting Standards (IFRS), as issued by the
International Accounting Standards Board (IASB).



You should read the IFRS selected consolidated financial data set out below together with Item 5. Operating and Financial Review and Prospects and our consolidated financial statements
contained in this Annual Report.



|                                                                     |  |                                       |            |   |      |   |            |      |  |   |            |   |  |   |            |  
|-------------------------------------------------------------------- |  | ------------------------------------- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                                                     |  | Fiscal years ended March 31,          |           
|                                                                     |  | Yen (millions, except Per Share Data) |           
|                                                                     |  | 2014                                  |            |   | 2015 |   |            | 2016 |  |   | 2017       |  
|Consolidated Statement of Income Data:                               |  |                                       |            |   |      |   |            |      |  |   |            |   |  |   |            |  
|Sales revenue                                                        |  | ¥                                     | 12,506,091 |   |      | ¥ | 13,328,099 |      |  | ¥ | 14,601,151 |   |  | ¥ | 13,999,200 |  
|Operating profit                                                     |  |                                       | 823,864    |   |      |   | 670,603    |      |  |   | 503,376    |   |  |   | 840,711    |  
|Share of profit of investments accounted for using the equity method |  |                                       | 130,916    |   |      |   | 96,097     |      |  |   | 126,001    |   |  |   | 164,793    |  
|Profit before income taxes                                           |  |                                       | 933,903    |   |      |   | 806,237    |      |  |   | 635,450    |   |  |   | 1,006,986  |  
|Profit for the year                                                  |  |                                       | 665,911    |   |      |   | 561,098    |      |  |   | 406,358    |   |  |   | 679,394    |  
|Profit for the year attributable to owners of the parent             |  |                                       | 624,703    |   |      |   | 509,435    |      |  |   | 344,531    |   |  |   | 616,569    |  
|Consolidated Statement of Financial Position Data:                   |  |                                       |            |   |      |   |            |      |  |   |            |   |  |   |            |  
|Total assets                                                         |  |                                       | 16,048,438 |   |      |   | 18,425,837 |      |  |   | 18,229,294 |   |  |   | 18,958,123 |  
|Financing liabilities, including current and non-current             |  |                                       | 5,846,948  |   |      |   | 6,759,839  |      |  |   | 6,526,248  |   |  |   | 6,809,118  |  
|Equity attributable to owners of the parent                          |  |                                       | 6,335,534  |   |      |   | 7,108,627  |      |  |   | 6,761,433  |   |  |   | 7,295,296  |  
|Total equity                                                         |  |                                       | 6,558,928  |   |      |   | 7,382,821  |      |  |   | 7,031,788  |   |  |   | 7,569,626  |  
|Common stock                                                         |  |                                       | 86,067     |   |      |   | 86,067     |      |  |   | 86,067     |   |  |   | 86,067     |  
|Per Share Data:                                                      |  |                                       |            |   |      |   |            |      |  |   |            |   |  |   |            |  
|Weighted average number of common shares outstanding                 |  |                                       |            |   |      |   |            |      |  |   |            |   |  |   |            |  
|Basic and diluted (thousands of shares)                              |  |                                       | 1,802,294  |   |      |   | 1,802,289  |      |  |   | 1,802,285  |   |  |   | 1,802,282  |  
|Earnings per share attributable to owners of the parent*1            |  |                                       |            |   |      |   |            |      |  |   |            |   |  |   |            |  
|Basic and diluted                                                    |  | ¥                                     | 346.62     |   |      | ¥ | 282.66     |      |  | ¥ | 191.16     |   |  | ¥ | 342.10     |  
|Dividends declared during the period per common share*2              |  |                                       | 79.00      |   |      |   | 88.00      |      |  |   | 88.00      |   |  |   | 90.00      |  
|                                                                     |  |                                       | (US$ 0.77  | ) |      |   | (US$ 0.73  | )    |  |   | (US$ 0.78  | ) |  |   | (US$ 0.80  | )



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|*1 | Earnings per share has been calculated by dividing profit for the year attributable to owners of the parent available to common shareholders by the
weighted average number of common shares outstanding during the period.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*2 | A year-end dividend of ¥24 ($0.21) per common share aggregating ¥43.2 billion ($386 million)
relating to fiscal 2017 was determined by our Board of Directors in May 2017 and approved by our shareholders in June 2017. This dividend will be paid in June 2017. U.S. dollar amounts for dividends per share are translated from yen at the year-end exchange rate of each period.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The following table sets out information regarding the noon buying rates for yen in New York City as certified for customs purposes by the Federal Reserve Bank of New York expressed in yen per $1.00
during the periods shown. On May 31, 2017, the noon buying rate was ¥110.71=$1.00. The average exchange rate for the period shown is the average of the month-end rates during the period.



|                                |  |                  |        |  |            |  |        |                 |  |  |        |  |  |  |        | 
|------------------------------- |  | ---------------- | ------ |  | ---------- |  | ------ | --------------- |  |  | ------ |  |  |  | ------ | 
|                                |  | Noon Buying Rate |       
|Years ended or ending March 31, |  | Average          |        |  | Period end |  |        | High            |  |  | Low    | 
|                                |  | (Yen per $1.00)  |       
|2013                            |  |                  | 83.26  |  |            |  | 94.16  |                 |  |  | 96.16  |  |  |  | 77.41  | 
|2014                            |  |                  | 100.46 |  |            |  | 102.98 |                 |  |  | 105.25 |  |  |  | 92.96  | 
|2015                            |  |                  | 110.78 |  |            |  | 119.96 |                 |  |  | 121.50 |  |  |  | 101.26 | 
|2016                            |  |                  | 120.13 |  |            |  | 112.42 |                 |  |  | 125.58 |  |  |  | 111.30 | 
|2017                            |  |                  | 108.31 |  |            |  | 111.41 |                 |  |  | 118.32 |  |  |  | 100.07 | 
|2018 (through May 31, 2017)     |  |                  | 111.08 |  |            |  | 110.71 |                 |  |  | 114.19 |  |  |  | 108.40 | 
|                                |  |                  |        | 
|Month,                          |  |                  |        |  |            |  |        | High            |  |  | Low    | 
|                                |  |                  |        |  |            |  |        | (Yen per $1.00) | 
|December 2016                   |  |                  |        |  |            |  |        |                 |  |  | 118.32 |  |  |  | 113.50 | 
|January 2017                    |  |                  |        |  |            |  |        |                 |  |  | 117.68 |  |  |  | 112.72 | 
|February 2017                   |  |                  |        |  |            |  |        |                 |  |  | 114.34 |  |  |  | 111.74 | 
|March 2017                      |  |                  |        |  |            |  |        |                 |  |  | 115.02 |  |  |  | 110.48 | 
|April 2017                      |  |                  |        |  |            |  |        |                 |  |  | 111.52 |  |  |  | 108.40 | 
|May 2017                        |  |                  |        |  |            |  |        |                 |  |  | 114.19 |  |  |  | 110.68 | 



B.
Capitalization and Indebtedness



Not
applicable.



C. Reason for the Offer
and Use of Proceeds



Not applicable.



D. Risk Factors



You should carefully consider the risks described below
before making an investment decision. If any of the risks described below actually occurs, Hondas business, financial condition or results of operations could be adversely affected. In that event, the trading prices of Hondas common
shares and American Depositary Shares could decline, and you may lose all or part of your investment. Additional risks not currently known to Honda or that Honda now deems immaterial may also harm Honda and affect your investment.



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Risks Relating to Hondas Industry



Honda may be adversely affected by market conditions



Honda conducts its operations in Japan and throughout the world, including North America, Europe and Asia. A
sustained loss of consumer confidence in these markets, which may be caused by an extended economic slowdown, recession, changes in consumer preferences, rising fuel prices, financial crisis or other factors could trigger a decline in demand for
motorcycles, automobiles and power products that may adversely affect Hondas results.



Prices for products may fluctuate



Prices for motorcycles, automobiles and power products in certain markets may experience sharp changes over short periods of time. This volatility may be caused by various factors, including fierce
competition, short-term fluctuations in demand caused by instability in underlying economic conditions, changes in tariffs, import regulations and other taxes, shortages of certain materials and parts, a steep rise in material prices and sales
incentives. There is no guarantee that such price volatility will not continue for an extended period of time or that price volatility will not occur in markets that to date have not experienced such volatility.



Overcapacity within the industry has increased and will
likely continue to increase if the economic downturn continues in Hondas major markets, leading, potentially, to further increased price volatility. Price volatility in any of Hondas markets could adversely affect Hondas results.



Risks Relating to Hondas Business in General



Currency and Interest Rate Risks



Hondas operations are subject to currency fluctuations



Honda has manufacturing operations
throughout the world, including Japan, and exports products and components to various countries.



Honda purchases materials and components and sells its products and components in foreign currencies. Therefore, currency fluctuations could affect Hondas pricing of materials purchased and products
sold. Accordingly, currency fluctuations have an effect on Hondas results and financial condition, as well as Hondas competitiveness, which will over time affect its results.



Legal and Regulatory Risks



Honda is subject to various governmental regulations



Honda conducts business operations in countries worldwide. As such, changes in regulations in these countries related to emissions, fuel
economy, noise, vehicle safety, factory pollution levels, climate change or other factors could adversely affect Hondas business, financial condition, or results.



Honda is reliant on the protection and preservation of its intellectual
property



Honda owns or otherwise has rights
in a number of patents and trademarks relating to the products it manufactures, which have been obtained over a period of years. These patents and trademarks have been of value in the growth of Hondas business and will continue to be of value
in the future. Honda does not regard any of its business operations as being dependent upon any single patent or related group of patents. However, an inability to protect this intellectual property generally, or the illegal infringement of some or
a large group of Hondas intellectual property rights, could have an adverse effect on Hondas operations.



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Honda may be subject to legal proceedings



Honda could be subject to suits, various investigations and legal proceedings under relevant laws and
regulations of various jurisdictions. A negative outcome in any such current or future legal proceedings brought against Honda could adversely affect Hondas business, financial condition or results.



Risks Relating to Hondas Operations



Hondas Financial services business conducts business under highly
competitive conditions in an industry with inherent risks



Hondas Financial services business offers various financing plans to its customers designed to increase the opportunity for sales of its products. However, customers can also obtain financing for
the lease or purchase of Hondas products through a variety of other sources that compete with our financing services, including commercial banks and finance and leasing companies. The financial services offered by Honda involve credit risk as
well as risks relating to lease residual values, cost of capital and access to funding. Competition for customers and/or these risks may affect Hondas results.



Honda relies on external suppliers for the provision of certain raw
materials and parts



Honda purchases raw
materials and parts from numerous external suppliers, and relies on certain suppliers for some of the raw materials and parts which it uses in the manufacture of its products. Hondas ability to continue to obtain these supplies in an efficient
and cost-effective manner is subject to a number of factors, some of which are outside of Hondas control. These factors include the ability of its suppliers to provide a continued source of raw materials and parts and Hondas ability to
compete with other users in obtaining the supplies. In particular, the loss of a key supplier could affect our production and increase our costs.



Honda relies on business alliances and joint ventures with other companies



Honda engages in business operations through alliances and
joint ventures with other companies in expectation of synergy effects and increased efficiency, or in accordance with requirements from the countries in which Honda conducts its businesses. However, if disagreements occur between the parties to an
alliance or joint venture, or if an alliance or joint venture is changed or cancelled, it may have an adverse effect on Hondas business, financial condition, or results.



Honda may be adversely affected by wars, terrorism, political uncertainty
and labor strikes



Honda conducts business
operations in countries worldwide and is exposed to risks including wars, terrorism, political uncertainty and labor strikes in those countries or neighboring regions. If such unforeseeable events occur, and operations are delayed or suspended,
Hondas business, financial condition, or results could be adversely affected.



Honda may be adversely affected by natural disasters



In order to minimize the impact on its business operations when events such as large-scale natural disasters, accidents, or the outbreak
of infectious diseases occur, Honda conducts a risk evaluation of these events and constructs business continuity plans (BCPs). However, if operations are delayed or suspended due to the occurrence of disasters, accidents, or the outbreak of
infectious diseases that exceed assumptions, Hondas business, financial condition or results could be adversely affected.



Hondas operations rely on information systems and networks



Honda uses a range of information systems and networks
relating to information services and operational support in its business activities and its products, including in areas managed by subcontractors. To protect the



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confidentiality of information handled by these systems and networks, Honda implements a range of security measures both in hardware and software, such as building management systems including
those of subcontractors, information-handling procedures and training of staff. However, there is a risk of leakage of confidential information, suspension of important operations and services, improper administrative processing, destruction or
alteration of important data or other adverse developments. These may be the result of external cyber-attacks, equipment malfunction, or management deficiencies and human error, as well as natural disasters, infrastructure failures, or other
unforeseen events within Honda or at its subcontractors. In such cases, Hondas business activities and performance could be adversely affected in terms of damage to its brand image or social reputation, liability to customers or parties
affected, and a loss of Hondas competitiveness.



Honda is
subject to risks relating to its obligations to provide post-employment benefits



Honda has various pension plans and provides other post-employment benefits, in which the amount of benefits is basically determined based on the level of salary, service years, and other factors.
Contributions are also regularly reviewed and adjusted as necessary to the extent permitted by laws and regulations. Defined benefit obligations and defined benefit costs are based on assumptions of many factors, including the discount rate and the
rate of salary increase. Changes in assumptions could affect Hondas defined benefit costs and obligations, including Hondas cash requirements to fund such obligations in the future, which could materially affect Hondas financial
condition and results.



Hondas success depends in part on
the value of its brand image, which could be diminished by product defects



One of the important factors behind corporate sustainability is trust and support for the Honda brand from our customers, society and the communities in which Honda conducts business operations. With
respect to the quality of our products, which serves as the pillar of our brand image, we recognize that our mainstay products provide personal mobility and touch human lives, so we place top priority on the safety and security of our customers and
constantly strive to further enhance the quality of our development, production and service-related activities. However, if for some unforeseeable reason a product defect does occur, from the standpoint of assuring the safety and security of our
customers, it is possible that Honda will issue a recall or take some other action considered to be appropriate. In such an event, the Honda brand image could be damaged and this could adversely impact Hondas business operations as well as our
results.



A holder of ADSs will have fewer rights than a
shareholder has and such holder will have to act through the depositary to exercise those rights



The rights of shareholders under Japanese law to take various actions, including exercising voting rights inherent in their shares,
receiving dividends and distributions, bringing derivative actions, examining a companys accounting books and records, and exercising appraisal rights, are available only to holders of record. Because the depositary, through its custodian
agents, is the record holder of the Shares underlying the ADSs, only the depositary can exercise those rights in connection with the deposited Shares. The depositary will make efforts to exercise votes regarding the Shares underlying the ADSs as
instructed by the holders and will pay to the holders the dividends and distributions collected from the Company. However, in the capacity as an ADS holder, such holder will not be able to bring a derivative action, examine our accounting books or
records or exercise appraisal rights through the depositary.



Rights of shareholders under Japanese law may be more limited than under the laws of other jurisdictions



The Companys Articles of Incorporation, Regulations of
the Board of Directors, Regulations of the Audit and Supervisory Committee and the Company Law of Japan (the Company Law) govern corporate affairs of the Company. Legal principles relating to such matters as the validity of corporate
procedures, directors and officers fiduciary duties, and shareholders rights may be different from those that would apply if the Company



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were a U.S. company. Shareholders rights under Japanese law may not be as extensive as shareholders rights under the laws of the United States. An ADS holder may have more difficulty
in asserting his/her rights as a shareholder than such an ADS holder would as a shareholder of a U.S. corporation. In addition, Japanese courts may not be willing to enforce liabilities against the Company in actions brought in Japan that are based
upon the securities laws of the United States or any U.S. state.



Because of daily price range limitations under Japanese stock exchange rules, a holder of ADSs may not be able to sell his/her shares of the
Companys Common Stock at a particular price on any particular trading day, or at all



Stock prices on Japanese stock exchanges are determined on a real-time basis by the equilibrium between bids and offers. These exchanges are order-driven markets without specialists or market makers to
guide price formation. To prevent excessive volatility, these exchanges set daily upward and downward price fluctuation limits for each stock, based on the previous days closing price. Although transactions may continue at the upward or
downward limit price if the limit price is reached on a particular trading day, no transactions may take place outside these limits. Consequently, an investor wishing to sell at a price above or below the relevant daily limit may not be able to sell
his or her shares at such price on a particular trading day, or at all.



U.S. investors may have difficulty in serving process or enforcing a judgment against the Company, its directors or executive officers



The Company is a limited liability, joint stock corporation incorporated under the laws of Japan. Most of its
directors and executive officers reside in Japan. All or substantially all of the Companys assets and the assets of these persons are located in Japan and elsewhere outside the United States. It may not be possible, therefore, for U.S.
investors to effect service of process within the United States upon the Company or these persons or to enforce against the Company or these persons judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal
securities laws of the United States. There is doubt as to the enforceability in Japan, in original actions or in actions for enforcement of judgment of U.S. courts, of liabilities predicated solely upon the federal securities laws of the United
States.



The Companys shareholders of record on a record
date may not receive the dividend they anticipate



The customary dividend payout practice and relevant regulatory regime of publicly listed companies in Japan may differ from that followed in foreign markets. The Companys dividend payout practice is
no exception. While the Company may announce forecasts of year-end and quarterly dividends prior to the record date, these forecasts are not legally binding. The actual payment of year-end dividends requires a resolution of the Companys shareholders. If the shareholders adopt such a resolution, the year-end dividend payment is made to shareholders
as of the applicable record date, which is currently specified as March 31 by the Companys Articles of Incorporation. However, such a resolution of the shareholders is usually made at an ordinary general meeting of shareholders held in
June. The payment of quarterly dividends requires a resolution of the Companys Board of Directors. If the board adopts such a resolution, the dividend payment is made to shareholders as of the applicable record dates, which are currently
specified as June 30, September 30 and December 31 by the Articles of Incorporation. However, the board usually does not adopt a resolution with respect to a quarterly dividend until after the respective record dates.



Shareholders of record as of an applicable record date may
sell shares after the record date in anticipation of receiving a certain dividend payment based on the previously announced forecasts. However, since these forecasts are not legally binding and resolutions to pay dividends are usually not adopted
until after the record date, our shareholders of record on record dates for year-end and quarterly dividends may not receive the dividend they anticipate.



6



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##### Table of Contents

Cautionary statement with respect to forward looking statements in this Annual Report



This Annual Report includes forward looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward looking statements included in this Annual Report are based on
the current assumptions and beliefs of Honda in light of the information currently available to it, and involve known and unknown risks, uncertainties, and other factors. Such risks, uncertainties and other factors may cause Hondas actual
results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by such forward-looking statements. Such risks, uncertainties and other
factors are generally set forth in Item 3.D Risk Factors and include, without limitation:



| |  |  | the political, economic and social conditions in Japan and throughout the world including North America, Europe and Asia, including economic slowdowns,
recessions, changes in consumer preferences, rising fuel prices, financial crises and other factors, as well as the relevant governments specific policies with respect to economic growth, inflation, taxation, currency conversion, imports and
sources of supplies and the availability of credit, particularly to the extent such current or future conditions and policies affect the automobile, motorcycle and power product industries and markets in Japan and other markets throughout the world
in which Honda conducts its business, and the demand, sales volume and sales prices for Hondas automobiles, motorcycles and power products;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the effects of competition in the automobile, motorcycle and power product markets on the demand, sales volume and sales prices for Hondas
automobiles, motorcycles and power products;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Hondas ability to finance its working capital and capital expenditure requirements, including obtaining any required external debt or other
financing;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the effects of economic stagnation or recession in Hondas principal markets and of exchange rate and interest rate fluctuations on Hondas
results of operations; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the effects of environmental and other governmental regulations and legal proceedings.
| | - |  | --------------------------------------------------------------------------------------



Honda undertakes no obligation and has no intention to
publicly update any forward looking statement after the date of this Annual Report. Investors are advised to consult any further disclosures by Honda in its subsequent filings pursuant to the Securities Exchange Act of 1934.



Item 4. Information on the Company



A. History and Development
of the Company



Honda Motor Co., Ltd. is a
limited liability, joint stock corporation incorporated on September 24, 1948 under the Commercial Code of Japan as Honda Giken Kogyo Kabushiki Kaisha. It was formed as a successor to the unincorporated enterprise established in 1946 by the
late Soichiro Honda to manufacture motors for motorized bicycles.



Since its establishment, Honda has remained on the leading edge by creating new value and providing products of the highest quality at a reasonable price for worldwide customer satisfaction. Honda
develops, manufactures and markets motorcycles, automobiles and power products globally.



Hondas principal executive office is located at 1-1, Minami-Aoyama 2-chome,
Minato-ku, Tokyo, 107-8556, Japan. Its telephone number is +81-3-3423-1111.



Principal Capital Investments



In the fiscal years ended March 31, 2015, 2016 and
2017, Hondas capital expenditures were ¥2,579.2 billion, ¥2,860.6 billion and ¥2,572.7 billion, respectively, on an accrual basis. Also, capital



7



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##### Table of Contents

expenditures excluding those with respect to equipment on operating leases were ¥898.0 billion, ¥893.1 billion and ¥690.0 billion, respectively, on an accrual basis.
For further details of Hondas capital expenditures during fiscal 2017, see Item 4.D Property, Plants and Equipment of this Annual Report.



B. Business Overview



General



Hondas business segments are the Motorcycle business operations, Automobile business operations, Financial services business
operations, and Power product and other businesses operations.



The following tables show the breakdown of Hondas revenue from external customers by category of business and by geographical markets based on the location of the customer for the fiscal years ended
March 31, 2015, 2016 and 2017:



|                                   |  |                              |          |  |      |   |          |      |  |   |          | 
|---------------------------------- |  | ---------------------------- | -------- |  | ---- | - | -------- | ---- |  | - | -------- | 
|                                   |  | Fiscal years ended March 31, |         
|                                   |  | 2015                         |          |  | 2016 |   |          | 2017 | 
|                                   |  | Yen (billions)               |         
|Motorcycle Business                |  | ¥                            | 1,846.6  |  |      | ¥ | 1,805.4  |      |  | ¥ | 1,716.1  | 
|Automobile Business                |  |                              | 9,603.3  |  |      |   | 10,625.4 |      |  |   | 10,086.8 | 
|Financial Services Business        |  |                              | 1,555.5  |  |      |   | 1,835.6  |      |  |   | 1,878.0  | 
|Power Product and Other Businesses |  |                              | 322.5    |  |      |   | 334.7    |      |  |   | 318.1    | 
|                                   |  |                              |          |  |      |   |          |      |  |   |          | 
|Total                              |  | ¥                            | 13,328.0 |  |      | ¥ | 14,601.1 |      |  | ¥ | 13,999.2 | 
|                                   |  |                              |          |  |      |   |          |      |  |   |          | 
|                                   | 
|                                   |  | Fiscal years ended March 31, |         
|                                   |  | 2015                         |          |  | 2016 |   |          | 2017 | 
|                                   |  | Yen (billions)               |         
|Japan                              |  | ¥                            | 1,800.4  |  |      | ¥ | 1,754.1  |      |  | ¥ | 1,799.7  | 
|North America                      |  |                              | 6,837.6  |  |      |   | 8,114.1  |      |  |   | 7,618.0  | 
|Europe                             |  |                              | 655.3    |  |      |   | 693.5    |      |  |   | 639.2    | 
|Asia                               |  |                              | 2,899.0  |  |      |   | 3,124.0  |      |  |   | 3,085.6  | 
|Other Regions                      |  |                              | 1,135.6  |  |      |   | 915.2    |      |  |   | 856.4    | 
|                                   |  |                              |          |  |      |   |          |      |  |   |          | 
|Total                              |  | ¥                            | 13,328.0 |  |      | ¥ | 14,601.1 |      |  | ¥ | 13,999.2 | 
|                                   |  |                              |          |  |      |   |          |      |  |   |          | 



Motorcycle Business



In 1949, Honda began mass production of motorcycles with the
Dream D-Type, followed by other models such as the Benly and the Cub F-Type. By 1957, Honda became the top Japanese manufacturer in terms of
motorcycle production volume. Honda expanded its business overseas by establishing American Honda Motor Co., Inc. in the United States in 1959. Honda first started overseas production in Belgium in 1963.



Honda produces a wide range of motorcycles, with engine
displacement ranging from the 50cc class to the 1800cc class. Hondas motorcycles use internal combustion engines developed by Honda that are air- or water-cooled, four-cycle, and are in single, two, four
or six-cylinder configurations. Hondas motorcycle line consists of sports (including trial and moto-cross racing), business and commuter models. Honda also produces a range of off-road vehicles, including all-terrain vehicles (ATVs) and side-by-side (SxS).



8



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##### Table of Contents

The following table sets out unit sales for Hondas Motorcycle business, including
motorcycles, and all-terrain vehicles (ATVs) and revenue from Motorcycle business, and the breakdown by geographical markets based on the location of the customer for the fiscal years ended March 31,
2015, 2016 and 2017:



|                                                          |  |                              |        |  |                         |  |        |               |  |   |                        |   |  |                         |        |  |               |  |        |                        |  |   |                         |   |  |               |        |  |  |  |        |  |  |   |         |  
|--------------------------------------------------------- |  | ---------------------------- | ------ |  | ----------------------- |  | ------ | ------------- |  | - | ---------------------- | - |  | ----------------------- | ------ |  | ------------- |  | ------ | ---------------------- |  | - | ----------------------- | - |  | ------------- | ------ |  |  |  | ------ |  |  | - | ------- | -
|                                                          |  | Fiscal years ended March 31, |       
|                                                          |  | 2015                         |        |  | 2016                    |  |        | 2017          | 
|                                                          |  | Honda GroupUnit Sales*       |        |  | ConsolidatedUnit Sales* |  |        | Revenue       |  |   | Honda GroupUnit Sales* |   |  | ConsolidatedUnit Sales* |        |  | Revenue       |  |        | Honda GroupUnit Sales* |  |   | ConsolidatedUnit Sales* |   |  | Revenue       |       
|                                                          |  | Units(thousands)             |        |  | Units(thousands)        |  |        | Yen(billions) |  |   | Units(thousands)       |   |  | Units(thousands)        |        |  | Yen(billions) |  |        | Units(thousands)       |  |   | Units(thousands)        |   |  | Yen(billions) |       
|Japan                                                     |  |                              | 199    |  |                         |  | 199    |               |  | ¥ | 72.4                   |   |  |                         | 180    |  |               |  | 180    |                        |  | ¥ | 66.8                    |   |  |               | 156    |  |  |  | 156    |  |  | ¥ | 62.7    |  
|North America                                             |  |                              | 286    |  |                         |  | 286    |               |  |   | 154.7                  |   |  |                         | 308    |  |               |  | 308    |                        |  |   | 186.0                   |   |  |               | 294    |  |  |  | 294    |  |  |   | 168.0   |  
|Europe                                                    |  |                              | 191    |  |                         |  | 191    |               |  |   | 116.9                  |   |  |                         | 204    |  |               |  | 204    |                        |  |   | 125.0                   |   |  |               | 217    |  |  |  | 217    |  |  |   | 118.2   |  
|Asia                                                      |  |                              | 15,345 |  |                         |  | 8,478  |               |  |   | 1,050.4                |   |  |                         | 15,133 |  |               |  | 8,650  |                        |  |   | 1,107.6                 |   |  |               | 15,937 |  |  |  | 9,513  |  |  |   | 1,088.1 |  
|Other Regions                                             |  |                              | 1,571  |  |                         |  | 1,571  |               |  |   | 451.9                  |   |  |                         | 1,230  |  |               |  | 1,230  |                        |  |   | 319.7                   |   |  |               | 1,057  |  |  |  | 1,057  |  |  |   | 278.9   |  
|                                                          |  |                              |        |  |                         |  |        |               |  |   |                        |   |  |                         |        |  |               |  |        |                        |  |   |                         |   |  |               |        |  |  |  |        |  |  |   |         |  
|Total                                                     |  |                              | 17,592 |  |                         |  | 10,725 |               |  | ¥ | 1,846.6                |   |  |                         | 17,055 |  |               |  | 10,572 |                        |  | ¥ | 1,805.4                 |   |  |               | 17,661 |  |  |  | 11,237 |  |  | ¥ | 1,716.1 |  
|                                                          |  |                              |        |  |                         |  |        |               |  |   |                        |   |  |                         |        |  |               |  |        |                        |  |   |                         |   |  |               |        |  |  |  |        |  |  |   |         |  
|Motorcycle revenue as a percentage of total sales revenue |  |                              |        |  |                         |  |        |               |  |   | 14                     | % |  |                         |        |  |               |  |        |                        |  |   | 12                      | % |  |               |        |  |  |  |        |  |  |   | 12      | %



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



See
Item 4. D. Property, Plants and Equipment for information regarding principal manufacturing facilities.



For further information on recent operations and a financial review of the Motorcycle business, see Operating Results in
Item 5. Operating and Financial Review and Prospects.



Automobile Business



Honda started Automobile business operations in 1963 with the T360 mini truck and the S500 small sports car models. Honda
subsequently launched a series of mass-production models including the Civic in 1972 and the Accord in 1976, which established a base for its Automobile business. In 1969, production of the mini vehicles N600 and TN600
began in Taiwan using component parts sets. In 1982, Honda became the first Japanese automaker to begin local automobile production in the United States (with the Accord model) and later conducted local development and expanded production
activities to include light truck models. In 1986, the Acura Brand was established and an exclusive sales network was launched in the United States.



Hondas vehicles use gasoline engines of three, four or six-cylinder configurations, diesel
engines, gasoline-electric hybrid systems and gasoline-electric plug-in hybrid systems. Honda also offers other alternative fuel-powered vehicles such as ethanol, battery electric and fuel cell vehicles.



9



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##### Table of Contents

Hondas principal automobile products include the following vehicle models: (in
alphabetical order)



Passenger
cars:



Accord, Brio, City, Civic, Fit/Jazz



Light trucks:



CR-V, Odyssey, Pilot, Vezel/HR-V, XR-V



Mini vehicles:



N-BOX



The following table sets out Hondas unit sales of automobiles and revenue from Automobile business and the breakdown by geographical
markets based on the location of the customer for the fiscal years ended March 31, 2015, 2016 and 2017:



|                                                          |  |                              |       |  |                         |  |       |               |  |   |                        |   |  |                         |       |  |               |  |       |                        |  |   |                         |   |  |               |       |  |  |  |       |  |  |   |          |  
|--------------------------------------------------------- |  | ---------------------------- | ----- |  | ----------------------- |  | ----- | ------------- |  | - | ---------------------- | - |  | ----------------------- | ----- |  | ------------- |  | ----- | ---------------------- |  | - | ----------------------- | - |  | ------------- | ----- |  |  |  | ----- |  |  | - | -------- | -
|                                                          |  | Fiscal years ended March 31, |      
|                                                          |  | 2015                         |       |  | 2016                    |  |       | 2017          | 
|                                                          |  | Honda GroupUnit Sales*       |       |  | ConsolidatedUnit Sales* |  |       | Revenue       |  |   | Honda GroupUnit Sales* |   |  | ConsolidatedUnit Sales* |       |  | Revenue       |  |       | Honda GroupUnit Sales* |  |   | ConsolidatedUnit Sales* |   |  | Revenue       |      
|                                                          |  | Units(thousands)             |       |  | Units(thousands)        |  |       | Yen(billions) |  |   | Units(thousands)       |   |  | Units(thousands)        |       |  | Yen(billions) |  |       | Units(thousands)       |  |   | Units(thousands)        |   |  | Yen(billions) |      
|Japan                                                     |  |                              | 761   |  |                         |  | 696   |               |  | ¥ | 1,526.0                |   |  |                         | 668   |  |               |  | 614   |                        |  | ¥ | 1,439.9                 |   |  |               | 668   |  |  |  | 603   |  |  | ¥ | 1,453.4  |  
|North America                                             |  |                              | 1,750 |  |                         |  | 1,750 |               |  |   | 5,199.0                |   |  |                         | 1,929 |  |               |  | 1,929 |                        |  |   | 6,186.7                 |   |  |               | 1,970 |  |  |  | 1,970 |  |  |   | 5,704.2  |  
|Europe                                                    |  |                              | 161   |  |                         |  | 161   |               |  |   | 456.5                  |   |  |                         | 172   |  |               |  | 172   |                        |  |   | 491.2                   |   |  |               | 184   |  |  |  | 184   |  |  |   | 450.7    |  
|Asia                                                      |  |                              | 1,426 |  |                         |  | 637   |               |  |   | 1,795.7                |   |  |                         | 1,723 |  |               |  | 670   |                        |  |   | 1,962.5                 |   |  |               | 1,964 |  |  |  | 684   |  |  |   | 1,948.1  |  
|Other Regions                                             |  |                              | 269   |  |                         |  | 269   |               |  |   | 625.9                  |   |  |                         | 251   |  |               |  | 251   |                        |  |   | 544.9                   |   |  |               | 242   |  |  |  | 242   |  |  |   | 530.2    |  
|                                                          |  |                              |       |  |                         |  |       |               |  |   |                        |   |  |                         |       |  |               |  |       |                        |  |   |                         |   |  |               |       |  |  |  |       |  |  |   |          |  
|Total                                                     |  |                              | 4,367 |  |                         |  | 3,513 |               |  | ¥ | 9,603.3                |   |  |                         | 4,743 |  |               |  | 3,636 |                        |  | ¥ | 10,625.4                |   |  |               | 5,028 |  |  |  | 3,683 |  |  | ¥ | 10,086.8 |  
|                                                          |  |                              |       |  |                         |  |       |               |  |   |                        |   |  |                         |       |  |               |  |       |                        |  |   |                         |   |  |               |       |  |  |  |       |  |  |   |          |  
|Automobile revenue as a percentage of total sales revenue |  |                              |       |  |                         |  |       |               |  |   | 72                     | % |  |                         |       |  |               |  |       |                        |  |   | 73                      | % |  |               |       |  |  |  |       |  |  |   | 73       | %



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



See Item 4. D. Property,
Plants and Equipment for information regarding principal manufacturing facilities.



For further information on recent operations and a financial review of the Automobile business, see Operating Results in Item 5. Operating and Financial Review and Prospects.



Financial Services Business



We offer a variety of financial services to our customers
and dealers through finance subsidiaries in countries including Japan, the United States, Canada, the United Kingdom, Germany, Brazil and Thailand, with the aim of providing sales support for our products. The services of these subsidiaries include
retail lending, leasing to customers and other financial services, such as wholesale financing to dealers.



10



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##### Table of Contents

The following table sets out Hondas revenue from Financial services business and the
breakdown by geographical markets based on the location of the customer for the fiscal years ended March 31, 2015, 2016 and 2017:



|                                                                  |  |                              |         |   |      |   |         |      |  |   |         |  
|----------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                  |  | Fiscal years ended March 31, |        
|                                                                  |  | 2015                         |         |   | 2016 |   |         | 2017 | 
|                                                                  |  | Yen (billions)               |        
|Japan                                                             |  | ¥                            | 119.7   |   |      | ¥ | 162.0   |      |  | ¥ | 210.9   |  
|North America                                                     |  |                              | 1,376.2 |   |      |   | 1,619.2 |      |  |   | 1,616.2 |  
|Europe                                                            |  |                              | 14.2    |   |      |   | 14.4    |      |  |   | 12.1    |  
|Asia                                                              |  |                              | 12.1    |   |      |   | 12.6    |      |  |   | 10.5    |  
|Other Regions                                                     |  |                              | 33.1    |   |      |   | 27.2    |      |  |   | 28.2    |  
|                                                                  |  |                              |         |   |      |   |         |      |  |   |         |  
|Total                                                             |  | ¥                            | 1,555.5 |   |      | ¥ | 1,835.6 |      |  | ¥ | 1,878.0 |  
|                                                                  |  |                              |         |   |      |   |         |      |  |   |         |  
|Financial Services revenue as a percentage of total sales revenue |  |                              | 12      | % |      |   | 13      | %    |  |   | 13      | %



For further information on
recent operations and a financial review of the Financial services business, see Operating Results in Item 5. Operating and Financial Review and Prospects.



Power Product and Other Businesses



Hondas Power product business began in 1953 with the
introduction of the model H, its first general purpose engine. Since then, Honda has manufactured a variety of power products including general-purpose engines, generators, water pumps, lawn mowers, riding mowers, robotic mowers, brush
cutters, tillers, snow blowers, outboard marine engines, and walking assist devices.



In Other Businesses, Honda began deliveries of the HondaJet aircraft in December 2015.



The following table sets out Hondas revenue from Power product and other businesses and the breakdown by geographical markets based
on the location of the customer for the fiscal years ended March 31, 2015, 2016 and 2017:



|                                                                                  |  |                                                |       |  |               |   |       |                                                |  |  |               |  |  |                                                |       |   |               |  |       |  |  |   |       |  
|--------------------------------------------------------------------------------- |  | ---------------------------------------------- | ----- |  | ------------- | - | ----- | ---------------------------------------------- |  |  | ------------- |  |  | ---------------------------------------------- | ----- | - | ------------- |  | ----- |  |  | - | ----- | -
|                                                                                  |  | Fiscal years ended March 31,                   |      
|                                                                                  |  | 2015                                           |       |  | 2016          |   |       | 2017                                           | 
|                                                                                  |  | Honda GroupUnit Sales /ConsolidatedUnit Sales* |       |  | Revenue       |   |       | Honda GroupUnit Sales /ConsolidatedUnit Sales* |  |  | Revenue       |  |  | Honda GroupUnit Sales /ConsolidatedUnit Sales* |       |   | Revenue       | 
|                                                                                  |  | Units(thousands)                               |       |  | Yen(billions) |   |       | Units(thousands)                               |  |  | Yen(billions) |  |  | Units(thousands)                               |       |   | Yen(billions) | 
|Japan                                                                             |  |                                                | 338   |  |               | ¥ | 82.1  |                                                |  |  | 363           |  |  | ¥                                              | 85.2  |   |               |  | 301   |  |  | ¥ | 72.6  |  
|North America                                                                     |  |                                                | 2,705 |  |               |   | 107.6 |                                                |  |  | 2,811         |  |  |                                                | 122.0 |   |               |  | 2,977 |  |  |   | 129.5 |  
|Europe                                                                            |  |                                                | 1,091 |  |               |   | 67.5  |                                                |  |  | 1,008         |  |  |                                                | 62.8  |   |               |  | 1,035 |  |  |   | 58.0  |  
|Asia                                                                              |  |                                                | 1,382 |  |               |   | 40.6  |                                                |  |  | 1,349         |  |  |                                                | 41.2  |   |               |  | 1,430 |  |  |   | 38.9  |  
|Other Regions                                                                     |  |                                                | 467   |  |               |   | 24.5  |                                                |  |  | 434           |  |  |                                                | 23.1  |   |               |  | 378   |  |  |   | 18.9  |  
|                                                                                  |  |                                                |       |  |               |   |       |                                                |  |  |               |  |  |                                                |       |   |               |  |       |  |  |   |       |  
|Total                                                                             |  |                                                | 5,983 |  |               | ¥ | 322.5 |                                                |  |  | 5,965         |  |  | ¥                                              | 334.7 |   |               |  | 6,121 |  |  | ¥ | 318.1 |  
|                                                                                  |  |                                                |       |  |               |   |       |                                                |  |  |               |  |  |                                                |       |   |               |  |       |  |  |   |       |  
|Power Product and Other businesses revenue as a percentage of total sales revenue |  |                                                |       |  |               |   | 2     | %                                              |  |  |               |  |  |                                                | 2     | % |               |  |       |  |  |   | 2     | %



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



11



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| | subsidiaries. In Power product business, there is no discrepancy between Honda Group Unit Sales and Consolidated Unit Sales since no affiliate and joint venture accounted for using the equity
method was involved in the sale of Honda power products.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For further information on recent operations and a financial review of the Power product and other businesses, see Operating Results in Item 5. Operating and Financial Review and
Prospects.



Marketing and Distribution



Most of Hondas products are
distributed under the Honda trademarks in Japan and/or in overseas markets.



In fiscal 2017, approximately 90% of Hondas motorcycle units on a group basis were sold in Asia. Approximately 39% of Hondas automobile units (including sales under the Acura Brand) on a group
basis were sold in North America followed by 39% in Asia and 13% in Japan. Approximately 49% of Hondas power products units on a group basis were sold in North America followed by 23% in Asia and 17% in Europe.



Sales and Service



In Japan, Honda produces and sells motorcycles, automobiles,
and power products through its domestic sales subsidiaries and independent retail dealers. In overseas markets, Honda also provides motorcycles, automobiles, and power products through its principal foreign sales subsidiaries, which distribute
Hondas products to local wholesalers and retail dealers.



In fiscal 2017, approximately 98% of Hondas overseas sales were made through its principal foreign sales subsidiaries, which distribute Hondas products to local wholesalers and retail dealers.



Honda sells spare parts and provides after-sales
services through retail dealers directly or via its overseas operations, independent distributors and licensees.



Components and Parts, Raw Materials and Sources of Supply



Honda manufactures the major components and parts used in its products, including engines, frames and transmissions. Other components and
parts, such as shock absorbers, electrical equipment and tires, are purchased from numerous suppliers. The principal raw materials used by Honda are steel plate, aluminum, special steels, steel tubes, paints, plastics and zinc, which are purchased
from several suppliers. The most important raw material purchased is steel plate, accounting for approximately 44% of Hondas total purchases of raw materials.



No single supplier accounted for more than 5% of the
Companys purchases of major components and parts and principal raw materials during the fiscal year ended March 31, 2017.



Ordinarily, Honda does not have and does not anticipate having any difficulty in obtaining its required materials from suppliers and
considers its contracts and business relations with the suppliers to be satisfactory. The Company does not believe any of its Japanese domestic suppliers are substantially more dependent on foreign suppliers than Japanese suppliers generally.
However, it should be noted that Japanese industry in general is heavily dependent on foreign suppliers for substantially all of its raw materials.



Seasonality



Hondas Motorcycle and Power product businesses have historically experienced some seasonality. However, this seasonality has not
generally been material to our financial results.



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Environmental and Safety Regulation



Honda is subject to various government regulations, including environmental and safety regulations for
automobiles, motorcycles and power products. Such regulations relate to items such as emissions, fuel economy, recycling and safety and have had, and are expected to continue to have, material effects on Hondas business. Honda has incurred
significant compliance and other costs in connection with such regulations and will incur future compliance and other costs for new and upcoming regulations. Relevant environmental and safety regulations are described below.



Outline of Environmental and Safety Regulation for Automobiles



1. Emissions



Japan



In March 2008, to strengthen the enforcement of laws, the 2009 Exhaust Emission Standards were created after
the passage of long-term regulation. Long-term targets for gasoline vehicles remained unchanged except those for direct injection gasoline vehicles, which were also required to meet the particulate matter (PM) standard. New long-term emissions
targets for diesel vehicles were lowered by more than 60% from the 2005 level of nitrogen oxides (NOx) and PM standards.



In 2010, the Central Environmental Council in the Ministry of Environment reviewed the current JC08 mode for emission testing and began to
consider the introduction of the Worldwide harmonized Light vehicle Test Procedure (WLTP). In 2015, the Central Environmental Council of Ministry of Environment decided to introduce WLTP.



The United States



Increasingly stringent emission regulations under the Clean Air Act have been enacted since the 1990s by the U.S. federal government.



Under the Clean Air Act, the State of California
is permitted to establish its own emission control standards to the extent they are more stringent than federal standards. Pursuant to this authority, the California Air Resources Board (CARB) adopted the California Low Emission Vehicle Program in
1990, aiming to establish the strictest emission regulations in the world.



In August 2012, the CARB issued the Advanced Clean Car package of regulations, which included amendments to the California Low Emission Vehicle Program III (LEV III) and ZEV regulations. The LEV III
regulation, which applies to 2015 and subsequent model years, tightened limits on emissions and evaporative emissions. The ZEV regulation was revised so that requirements could be satisfied by TZEV (formerly, Enhanced
AT-PZEV) and ZEV alone for 2018 and subsequent model years. Also, for 2018 and subsequent model years, the credit value eligible for each ZEV category was decreased drastically, which consequently increases
the required sales volume dramatically. The BEVx category, which includes battery electric vehicles with auxiliary power units, was also added as a ZEV category. Currently, many states have adopted California LEV III and ZEV regulations.



In March 2014, the Environmental Protection Agency (EPA)
finalized Tier 3 regulation, the federal emission and fuel standards. Tier 3 requires gasoline fuels at a pump to have an average sulfur content of 10 parts-per-million,
which is already implemented in Europe and Japan. It also sets exhaust and evaporative emission standards equivalent to California LEV III. In other words, it enables auto manufacturers to sell some of the same vehicles they sell in California in
states that have not adopted LEV III.



In October
2015, the CARB issued the Final Statement Of Reasons for rulemaking (FSOR), to amend the current LEV III regulation in order to align its standards further with the finalized federal Tier 3 regulation.



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Europe



In 2005, the European Union created new emission standards (the Euro 5 and Euro 6 regulations) and comprehensive requirements for gasoline
vehicles and diesel vehicles. Euro 5 was implemented in September 2009. Emission limits for gasoline vehicles and diesel vehicles were further lowered compared to the Euro 4 level for hydrocarbons, NOx and PM. PM mass emission standards apply only
to vehicles with direct injection engines.



Additionally, the Euro 5 regulation required limits on particle number emissions from diesel vehicles, and implemented new test
measurements for PM mass emissions from gasoline vehicles with direct injection engines and diesel vehicles in and after September 2011.



The Euro 6 regulation was implemented in September 2014. Emission limits for diesel vehicles will be lowered even more than the Euro 5
levels for NOx and THC plus NOx. Additionally, Euro 6 required limits on particle numbers from gasoline vehicles with direct injection engines. The required ethanol density of test fuel will also be increased, starting from September 2016.



The European Commission proposed the transition
from New European Driving Cycle (NEDC) to World Light duty Test Cycle (WLTC) beginning from September 2017.



The European Commission implemented regulations regarding the Real Driving Emissions (RDE) using Portable Emissions Measurement System
(PEMS). The monitoring phase started from April 2016 and RDE testing with emission limits starts from September 2017.



Russia



The Euro 4 regulation has been in effect from January 2010. Additionally, the Euro 5 regulation was implemented in January 2014.



Russia, together with Kazakhstan and Belarus,
formed a Customs Union. The Euro 5 regulation was introduced from January 2015 to the Customs Union. Implementation for the Kyrgyz Republic started from February 2016 and for Armenia will start from January 2020.



China



China adopted Step 5 emission regulation for light-duty vehicles in 2017. This regulation is similar to
European regulations (such as Euro 5 regulation). In addition, China has promulgated rules to implement Step 6 emission regulations in July 2020, based on Euro 6 regulation. Step 6a regulations will be implemented in July 2020 and Step 6b
regulations will be implemented in July 2023.



In
order to reduce dependence on foreign sources of crude oil and reduce air pollution, which are viewed as serious problems, the Chinese government has implemented various infrastructure projects and subsidy policies and has been preparing the
relevant national standards and a certification system in order to encourage broad use of new energy vehicles such as electric vehicles, plug-in hybrid electric vehicles, and fuel-cell electric vehicles.



Other Regions



India implements BS IV (Bharat Stage IV) regulations from
April 2017 and is expected to implement BS VI regulation from April 2020, skipping the implementation of BS V regulations. The BS VI regulations feature two phases. The second phase is expected to apply from April 2023 with more stringent particle
number and on-board diagnostic requirements and compliance for RDE.



Malaysia is scheduled to implement Euro 4 regulation from April 2020 for new vehicle and October 2021 for all gasoline vehicles.



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Thailand is scheduled to implement Euro 6b regulation from 2023 and Euro 6c regulation from
2028.



Several other Asian countries have adopted
regulations which are similar to the European regulations (such as Euro 2 regulation and Euro 3 regulation). Some of these governments are considering the introduction of Euro 4 regulation, Euro 5 regulation and Euro 6 regulation.



Australia implemented Euro
5-equivalent regulations in November 2013. In addition, Australia plans to introduce Euro 6-equivalent regulations from June 2019.



Ukraine is scheduled to implement Euro 6 regulation from
January 2018.



Turkey implemented Euro 6
regulation from January 2016.



Brazilian
authorities are currently proposing a new emission regulation known as PROCONVE L7. This regulation is a unique Brazilian regulation based on U.S. regulations. This regulation is expected to be much stricter than current regulation, but it is still
under consideration by the Brazilian authorities and the implementation date is not fixed yet.



Bolivia was previously scheduled to implement Euro 4 regulation in August 2016, but this implementation has been postponed.



Peru is scheduled to implement Tier 2 regulations and Euro 4
regulation in December 2017.



Uruguay is
considering the introduction of Euro 4 regulation and Tier 2 regulations in January 2018.



2. Fuel Economy / CO2



Japan



In 2005, discussions about the POST-2010 standard took place among the applicable ministries and industries. In February 2007,
the final POST-2010 target, or the 2015 standard, was announced. Fuel consumption will be reduced by 29.2% compared to the 2010 target for passenger cars.



In June 2010, the Ministry of Land, Infrastructure and
Transport (MLIT) and the Ministry of Economy, Trade and Industry (METI) jointly established a committee and commenced a study to formulate new fuel economy standards for passenger motor vehicles for 2020. The new standards were announced in March
2013. The next term fuel economy standards improve the 2015 standards by 19.6% and adopt the Corporate Average Fuel Economy (CAFE) calculation method.



Fuel specifications for E10 fuel, which is gasoline blended with 10% ethanol, were revised and included in the April
2012 announcement setting forth the details of safety standards under the Road Transport Vehicle Law. Ethanol blended fuel is a biomass fuel. Biomass fuel is regarded as an effective countermeasure for CO2reduction. CO2emissions after burning ethanol fuel produced with biomass resources (such as plants or wood) are not counted as CO2emissions under the Kyoto Protocol.



In 2015, MLIT and METI examined the new fuel economy
standards for small commercial vehicles.



In
autumn 2016, WLTC mode was introduced into fuel economy standards, in addition to JC08 mode.



The United States



The Federal Motor Vehicle Information and Cost Savings Act requires automobile manufacturers to comply with the CAFE standards. Under the CAFE standards, manufacturers are subject to substantial penalties
if automobiles produced by them in any model year do not meet the average standards for each category.



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In March 2009, the National Highway Traffic Safety Administration (NHTSA) issued the CAFE
regulation standard for passenger cars and light trucks for the 2011 model year. The CAFE standard calculation of passenger cars and light trucks for the 2011 model year use a footprint prescribed in the CAFE regulation issued in 2006. The
industry-wide combined average for the 2011 model year was estimated to be 27.3 mpg.



The EPA and the NHTSA jointly finalized the U.S. federal greenhouse gas regulation from the 2012 model year in
accordance with President Obamas announcement. The standard for the 2016 model year was 250 g-CO2/mile, or a 35.5 mpg industry average. In addition, a manufacturer is also deemed to comply with CARB GHG regulation if the
manufacturer complies with EPA-GHG, based on an agreement among the White House, the CARB and the industry.



In March 2008, the EPA denied Californias GHG regulation waiver request. On January 26, 2009, President Obama announced that he
had directed the EPA to review Californias waiver request. The EPA approved the waiver on July 8, 2009 because the CARB promised that a manufacturer was also deemed to comply with CARB greenhouse gas regulation if the manufacturer
complied with EPA-GHG from the 2012 through 2016 model years.



On May 21, 2010, then-President Obama ordered the NHTSA and the EPA to extend the National Program for cars and
light-duty trucks to the 2017 model year and beyond with the support of the CARB. On October 1, 2010, the NHTSA, the EPA, and the CARB gave the notice of their intent to conduct joint rulemaking to establish 2017 and later model year fuel
economy and greenhouse gas standards. The NHTSA and EPA issued a regulation in August 2012 regarding greenhouse gas/CAFE regulations from the 2017 through 2025 model years. The standard for the 2025 model year is 163
g-CO2/mile or a 54.5
mpg industry average. The CARB also issued a regulation that is nearly equivalent to the EPAs greenhouse gas regulations in August 2012. In December 2012, the CARB amended its greenhouse gas regulation so that a manufacturer is also deemed to
comply with the CARB greenhouse gas regulations if it complies with EPA-GHG from the 2017 through 2025 model years.



When greenhouse gas/CAFE regulation was legislated in 2012, the EPA the NHTSA announced that they, in coordination with the CARB, would
perform a mid-term evaluation re-examining the appropriateness of limit values for 2022-2025 model years by April 2018. Accordingly, the EPA, NHTSA and CARB jointly
issued a joint technical assessment report in July 2016 (although such report is a technical report, and not a decision document). Although the EPA independently issued a final determination not to alter the greenhouse gas regulation one year ahead
of initial schedule in January 2017, after the political transition to the Trump administration, the EPA announced an intention to reconsider its final determination in concert with the NHTSA. The EPA has announced its intention to make a new final
determination regarding the appropriateness of the standards no later than April 2018. On the other hand, CARB decided in March 2017 not to change the greenhouse gas regulations applicable for the 2022-2025 model years on March 2017.



On March 2017, President Trump issued executive order
Promoting Energy Independence and Economic Growth which includes rescinding the Climate Action Plan announced by former president Obama. Therefore, U.S. environmental regulation may be drastically reconsidered in the future.



Europe



In 2008, the European parliament
adopted CO2regulations in response to concerns related to
possible global climate changes. The adopted CO2regulations
were published by the Official Journal in June 2009.



Pursuant to the
CO2regulations, the European Commission set a more stringent
target of 130 grams of carbon dioxide per kilometer for new passenger cars offered for sale in the EU from 2012. In addition, the CO2regulations provided manufacturers with the necessary incentive to reduce the CO2emissions of their vehicles by imposing an excess emissions premium if
their average emission levels are above the limit value curve. This premium is based on the number of grams per kilometer (g/km) that an average vehicle sold by the manufacturer exceeding the limit imposed by the curve, multiplied by the number of
vehicles sold by the manufacturer.



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In 2014, a new regulation was issued, requiring more stringent
regulation that targets 95 g/km of CO2for 2020.



The European Commission is planning to
replace the current European type-approval procedure for fuel consumption and CO2emissions of cars based on NEDC with new WLTC and WLTP in 2017. During the transitional years, WLTP-measured CO2values would be calculated to NEDC CO2values to check compliance to NEDC based CO2target. A new WLTP based target for each manufacturer will be set from 2021.



The European Commission has announced
its intention to amend CO2regulation beyond 2025. The
introduction of the proposed regulations is planned to be announced by end of 2017.



China



China adopted a fuel consumption regulation for passenger vehicles in 2004. Step 1 of this regulation was implemented in 2005, Step 2 of this regulation was implemented in 2008 and Step 3 of this
regulation was implemented in 2012. In addition, China implemented Step 4 of this regulation in 2016.



Other Regions



India has promulgated rules to introduce fuel economy / CO2regulations in 2017 and 2022 in a phased manner.



Australia is considering introducing fuel economy / CO2regulations.



Taiwan introduced corporate average fuel consumption regulations.



Mexico carried over the regulation value
of fuel economy / CO2regulations for 2016 model years to
2017 model years.



The Province of Quebec in
Canada proposed to introduce a mandate for each maker to sell a certain percentage of zero emission vehicles starting from the 2018 model year.



3. Recycling / End-of-Life Vehicles (ELV) / REACH



Japan



Japan enacted the Automobile Recycling Law in July 2002, which required manufacturers to take back air bags,
fluorocarbon and shredder residue derived from end-of-life vehicles (ELV), which became effective on January 1, 2005. ELV processing costs are collected from owners
of cars currently in use and purchasers of new cars.



Europe



On December 30, 2006, the European
Union adopted the Regulation concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH), which became effective on June 1, 2007. From June 1, 2008, any manufacturer or importer of chemical substances is
required to submit a registration to the European Chemicals Agency, based on annual production or import quantity levels. Submitting a pre-registration between June 1 and December 1, 2008 will allow
the manufacturer or importer to extend the deadline for submitting the registration for existing chemical substances. The list of Substances of Very High Concern (SVHC) is amended periodically to include new substances. Upon a request by a consumer,
a supplier of a product containing SVHC must provide the consumer with sufficient information, including at least the name of the substance, within 45 days.



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On February 18, 2011, the first set of substances which require authorization for use
after specified dates were announced. Manufacturers using these substances in Europe must either be authorized for use after submitting an application or use substitute substances. Substances which require authorization will be added periodically.



Other Regions



Taiwan and Korea implemented automobile recycling laws on
January 1, 2008, following the regulations established by the European Union and Japan. Turkey also implemented automobile recycling laws on December 12, 2010, following the regulations established by the European Union. In addition,
China, Vietnam, India and Russia each have a plan to implement automobile recycling laws in the near future.



4. Safety



United Nations



From 2014, under WP29 (World Forum for Harmonization of Vehicle Regulations), the ITS / AD Informal Working Group has been discussing the
issue of Intelligent Transport System and Automated Driving. Current main discussion issues are definition of each technical level (partiallyfully automated driving) of automated driving, cyber security, privacy
protection principles and amendment of current road traffic law.



Japan



In November 2007, the MLIT issued safety standards, which have been applicable from July 1, 2012, for vehicles which use high voltage electric power such as electric vehicles or hybrid electric
vehicles, to avoid electric shocks during normal operations and post-crash. Furthermore, in 2011, they adopted Economic Commission for Europe (ECE) R100, which was amended to incorporate the Japanese electrical safety standard.



Japan Automobile Standards Internationalization Center
(JASIC), which is organized by the MLIT and Japan Automobile Manufacturers Association (JAMA), among others, has started to review a proposal for the unification of Safety/Environment Standards, vehicle categories and certification in order to
promote further internationalization of standards and certifications. JASIC made the proposal to other contracting parties of the 58 / 98 Agreement in 2009 and aims at reaching an agreement among the contracting parties by 2017.



In January 2010, the MLIT started preparing a guideline for
noise measurements regarding the danger of hybrid vehicles remaining silent and also started studying how to regulate this.



In March 2010, in a session of the World Forum for Harmonization of Vehicle Regulations (WP29) of the United Nations Economic Commission
for Europe, Japan proposed the establishment of a mutual certification system of international vehicle type certifications, which was agreed upon.



In March 2010, an accident in the Unites States caused by sudden unintended acceleration prompted the MLIT to consider introducing a
brake-override system.



In May 2011,
the MLIT introduced a pedestrian leg protection standard, adopting, for the first time in the world, a flexible leg impactor that features an improved biomechanism. The impactor has been designed to better match with the human body structure and its
characteristics.



In August 2013, the MLIT adopted
UN R121, which regulates the location and identification of controls, tell-tales and indicators.



In November 2013, the MLIT adopted UN R125, which regulates front visibility of the motor vehicle driver.



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In January 2015, the MLIT adopted UN R21, which regulates interior fittings.



In January 2015, the MLIT adopted UN R127, which regulates
pedestrian safety performance.



In June 2015, the
MLIT adopted UN R135, which regulates protection of passengers from a lateral pole crash.



In June 2015, the MLIT adopted UN R34, which regulates vehicle fire prevention.



In October 2015, the MLIT adopted UN R117, which regulates exterior noise of tires, the frictional force on wet road surfaces and rolling
resistance.



In October 2016, the MLIT adopted UN
R138, which regulates the reduced audibility of quiet road transport vehicles, including electric vehicles.



To achieve the highest level of traffic safety in Japan, MLIT developed a strategy to introduce fully automated driving in the latter half
of the 2020s. To develop harmonized regulations for automated driving, MLIT is joining ITS / AD Informal Working Group under WP29 of the United Nations. MLIT is co-chairman of Informal Working Group
together with the United Kingdom.



The United States



In June 2008, the NHTSA issued a final rule
to revise some performance requirements and phase-in compliance schedules for upgraded side impact occupant protection standards. For both the moving deformable barrier test and the oblique side pole impact
test, manufacturers have had to comply with the revised requirements for 20% of all vehicles produced by 2010, 40% by 2011, 60% by 2012, 80% by 2013 and 100% by 2014.



In May 2009, the NHTSA issued a final rule to upgrade the
vehicle roof crush standard. The rule newly introduces the Two-sided Roof Test, which imposes strength tests for both sides of the vehicle roof and increases the maximum applied load. For vehicles
with a gross vehicle weight rating (GVWR) of 2,722 kg or less, manufacturers have had to comply with the upgraded requirements for 25% of all vehicles produced by 2012, 50% by 2013, 75% by 2014, and 100% by 2015. For heavier vehicles, manufacturers
must comply with the standards in or after September 2016.



In January 2011, the NHTSA issued a final rule to prevent the ejection of occupants in rollover accidents. The rule requires ejection mitigation countermeasure (e.g. advanced glazing or head
protection side airbag) equipment which meet with performance requirements. Manufacturers have had to comply with the new requirements for 25% of all vehicles produced by 2013, 50% by 2014 and 75% by 2015. Further, 100% had to comply (with carryover
credit) by 2016, and all vehicles by 2017.



In
April 2012, the NHTSA issued a proposed regulation that mandates installation of a brake-throttle override system. This rule was proposed to take proper measures against the following problem: a vehicle cannot be effectively decelerated/stopped in
the event that the accelerator pedal cannot return to its stationary position even after the foot is taken off the accelerator pedal, because of the floor mat being caught in the accelerator pedal or any failure in the accelerator pedal.
Manufacturers must comply with the new requirements within two years from September 1 of the date of publication of the final rule, which is still under consideration.



In December 2012, the NHTSA issued a proposed regulation that
mandates installation of an event data recorder (EDR) in vehicles. The purpose of this regulation is to allow for effective collision research as well as to share important data for the performance analysis of safety devices (e.g. advanced restraint
devices) through the mandatory installation of EDRs. After September 2014, the NHTSA had planned to require manufacturers to install EDRs which comply with specified performance requirements, but the issue is still under discussion.



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In January 2013, the NHTSA issued a proposed regulation that mandates installation of an
approaching vehicle audible system. This regulation was established to reduce the number of collision accidents by enabling pedestrians and bicycle riders be aware of approaching hybrid vehicles on electric drive or electric vehicles by sound.
Manufacturers were encouraged to comply with the new requirements for 30% of all vehicles produced by 2015 and 60% by 2016. Further, the target is 90% by 2017, and all vehicles by 2018.



In April, 2013, the NHTSA issued the first phase of these guidelines. The Phase 1 Guidelines cover original
equipment (OE) in-vehicle (i.e., integrated) electronic devices that are operated by the driver through visual-manual means (i.e., the driver looks at a device,
manipulates a device-related control with his or her hand, and/or watches for visual feedback from the device). The Phase 2 Guidelines will apply to portable and aftermarket devices that are operated through visual-manual means and will be based on
the same general principles as the Phase 1 Guidelines.



In March 2014, the NHTSA issued a final rule for FMVSS No. 111, which requires that rear visibility technology be installed in all new vehicles weighing under 10,000 pounds. The purpose is to reduce
death and injury resulting from incidents when the driver is backing up. Manufacturers had to comply with the new requirements for 10% of all vehicles produced from May 2016 to April 2017. From May 2017 to April 2018, 40% must comply and all
vehicles in or after May 2018.



In September 2016,
the NHTSA issued the Federal Automated Vehicles Policy for safety testing and deployment of automated vehicles. This policy comprises four sections: vehicle performance guidance for automated vehicles, model state policy, current regulatory tools,
and modern regulatory tools. The vehicle performance guidance section outlines a 15 point safety assessment for the safe design, development, testing and deployment of automated vehicles.



In December, 2016, the NHTSA issued a proposal titled Driver
Distraction Guidelines Phase 2 to reduce accidents due to driver distraction. This guideline addresses vehicle safety problems posed by driver distraction due to aftermarket and portable device usage.



In December, 2016, the NHTSA issued a final rule to newly
establish FMVSS141, a standard for minimum sound requirements for hybrid and electric vehicles. The purpose of FMVSS141 is to reduce the number of injuries that result from electric and hybrid vehicle crashes with pedestrians by providing a sound
level and sound characteristics necessary for these vehicles to be detected and recognized by pedestrians. Manufacturers must comply with the new requirements for 50% of all hybrid and electric vehicles produced from September 2018, and all hybrid
and electric vehicles on or after September 2019.



In January 2017, the NHTSA issued a proposed regulation to establish a new FMVSS150 (vehicle-to-vehicle (V2V) communications) standard. FMVSS150 specifies performance requirements for V2V communications capability and the mandatory equipment requirements of V2V function. FMVSS150 applies to
new passenger cars, multi-purpose vehicles, truck, and buses with a gross vehicle weight rating of 10,000 pounds (4,536 kg) or less. FMVSS150 has a provision for a scheduled phase-in.



Europe



Legislation regarding a new system called eCall is under consideration in the EU and is already
implemented in the Customs Union, which is organized by Russia, Kazakhstan and Belarus. eCall is a system that can automatically transmit vehicle status (e.g., Supplemental Restraint System (SRS) deployment, location, direction and other
information) to conventional infrastructures simultaneously with voice messages when accidents occur. Some relevant draft standards have been published in the EU. The effective date of the EU eCall for new vehicle types is scheduled for
March 31, 2018. Final standards have already been published in the Customs Union. The effective date of eCall for the Customs Union (ERA-GLONASS) was on or after January 1, 2015 for new vehicle types
and on or after January 1, 2017 for all vehicles.



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In January 2016, the EU commission issued the draft regulation to significantly revise the
legal framework for the EU type-approval. This draft regulation introduces a market surveillance system effective for managing the conformity of motor vehicles available on the market and adds a requirement of an expiration date for vehicle type
approval. This draft is scheduled to be adopted at the end of 2017.



China



Vehicle safety regulations in China were drafted with reference to the UNECE standards and cover almost the same matters as the UNECE
standards. However, these regulations also include unique provisions which take into account the distinctive characteristics of the Chinese market environment and the rules differ from the latest UNECE standards. Future safety regulations are
described as follows:



Newly published GB standards (Chinese
national standards issued by the Standardization Administration of China) in 2016 include:



+ Limits of dimensions, axle load and masses for motor vehicles, trailers and combination vehicles;



+ Photometric characteristics of power-driven vehicle front fog lamps;



+ Symbols for controls, indicators and tell-tales of motor vehicles;



+ Electric vehicle charging systems;



+ Electric Vehicle Power Batteries Recycling Technology
Policy (2015); and



+ Cybersecurity Law.



Newly established GB standards (not yet published) include:



+ Amendment to prescription for installation of
the external lighting and light-signaling devices for motor vehicles and their trailers;



+ Amendment to Safety specifications for power-driven vehicles operating on roads;



+ Amendment to Road Vehicle-Vehicle Identification Number;



+ Amendment to Test methods and requirements for the misuse
of automotive airbag systems;



+ Amendment to
Performance requirements and test methods of tire pressure monitoring systems for passenger cars;



+ Amendment to Safety property requirements and test methods for automobile fuel tank;



+ Amendment to Road vehicle plate and label;



+ Amendment to Photometric characteristics of daytime running lamps for motor vehicles;



+ Amendment to Safety performance requirements and test
methods of automobile wheels;



+ Amendment to
Requirement of speed limitation system for motor vehicles;



+ Establishment of Requirement of Fuel Cell Stacks for Fuel Cell Electric Vehicles;



+ Establishment of Requirement of battery management system for Electric Vehicles;



+ Establishment of Requirement of Terminology of Electric
Vehicles; and



+ Establishment of Requirement of
EMC Standard for electric vehicle charging.



GB standards under
development include:



+ Requirement of Event data
recorder.



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Other Regions



In the Middle East, the Gulf Cooperation Council (GCC) aims
to adopt electrical safety standards for electric vehicles and their infrastructure through the Emirates Authority for Standardization and Metrology (ESMA). These standards are still under review. Also, the Saudi Standards, Metrology and Quality
Org. (SASO) is continually working with GCC standardization Organization (GSO) and prepared a draft standard on technical regulations regarding electric vehicles. This standard is expected to be completed before the end of this year with the
participation of the relevant six major international vehicle manufacturers. SASOs participation in these efforts is consistent with the ambitious Vision of the Kingdom in 2030 and National Transformation Program (NTP)
2020 initiatives announced by the Saudi government.



In India, the government has proposed AIS-145, a new standard for additional safety features, although the official gazette which would mandate this standard has
not been issued yet. Specific safety features pursuant to this standard include a speed alert system, driver seat belt reminder, manual override for the central locking system, driver air bags and vehicle reverse parking alerts.



In Pakistan, the Ministry of Industries and Production and
the Ministry of Finance have issued a notification regarding the revision of the Customs Act relating to the compulsory installation of immobilizers.



In Malaysia, the Road Transport Department (JPJ) issued a notification which makes installation of electronic stability control systems
mandatory. This will be effective from June 2018.



In Cambodia, the Ministry of Industry & Handicraft (MIH) has issued a public notice to mandate 19 specific United Nations
Regulations for vehicles, including, among others, environmental and safety requirements for emissions, brakes, tires and steering systems. This will be implemented from June 2019.



5. New Car Assessment Program (NCAP)



Programs that provide customers with assessments of car
safety functions and promote the development of car safety by Automobile manufacturers are conducted in countries and regions such as the United States, Japan, Australia, the EU, Korea, China and Malaysia. The principal items assessed in these
programs are passenger protection and braking power, which are typically assessed with stricter standards or criteria than those required by statute.



Outline of Environmental and Safety Regulation for Motorcycles



1. Emissions



Japan



Japan has emissions regulations for motorcycles applicable to all classes of engine displacement. Some aspects
of these requirements, such as standards for hydrocarbon levels and durability testing, are stricter than the current European regulations, namely the Euro 4 regulation.



Japan has implemented Phase 3 emission requirements, which
are similar to Euro 4 regulation. The Phase 3 emission requirements, which introduces more stringent emission limits, simultaneous application of fuel evaporative gas regulation as well as mandatory installation of the
On-Board Diagnostics (OBD) systems, became effective as of October 2016.



The United States



Emissions regulations regarding off-road motorcycles and ATVs were introduced in 2006. In addition, the EPA adopted the current California emissions standards
regarding on-road motorcycles on a national basis, two



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years behind the schedule of California. The EPA regulations include fuel permeation requirements rather than traditional evaporative emission standards. California issued new evaporative
emission standards for off-road highway vehicle (ORHV) involving diurnal test and tip test. It will apply from the 2018 model year.



The EPA emission standard has
strengthened the class III HC + NOx limit value to 0.8 g/km as of 2010 model year vehicles. As for greenhouse gases, reporting has been mandated for each emission gas (CO2from 2011 model year, CH4from 2012 model year and N2O from 2013 model year, respectively).



Europe



The EU has issued regulations to reform the Whole Vehicle Type Approval (WVTA) scheme in order to further
enforce exhaust emissions following the Euro 4 and Euro 5 steps. Euro 4 requirements apply to new type approved vehicles from January 2016 and apply to all vehicles registered from January 2017. Euro 5 requirements will apply to new type approved
vehicles from January 2020 and will apply to all vehicles registered from January 2021. The new requirements introduce not only mode emission gas restrictions but also evaporative emission, durability and OBD requirements. As for L1e category
vehicles (mopeds), the Euro 4 requirements apply to new type approved vehicles from 2017 and will apply to all vehicles registered from 2018 based on the WVTA amendment.



Other Regions



Other countries, mainly in Asia, have implemented emissions
regulations based on European regulations.



In
Brazil, the Worldwide-harmonized Motorcycle Test Cycle (WMTC) was introduced. The WMTC became effective from the beginning of 2014. Brazil introduced the WMTC durability requirement as of January 2014 and introduced stricter emission limit and
evaporative gas restrictions as of January 2016.



India has implemented a new emission regulation called Bharat Stage IV (BS IV). It applied to new motorcycles from April 2016, and applies
to all motorcycles registered from April 2017. India has published a BS VI regulation, which will apply from 2020. In doing so, they will skip the introduction of a BS V regulation.



2. Recycling / REACH



Europe



The same REACH compliance required for motor vehicles is required for motorcycles.



Other Regions



Vietnam and India each has announced a plan to implement
motorcycle recycling laws in the near future.



3. Safety



Japan



Japan has introduced safety regulations based on UNECE
regulations as described below.



Japan implemented
the EMC requirement (UNECE R10) as of August 1, 2011. The amended version (R10.04) became applicable to new type vehicles from August 2016 and to all vehicles from October 2016.



Japan adopted the requirements for lighting devices (UNECE R50) and symmetry front beams (UNECE R113) in 2015
and issued new standards for control/tell-tales (UNECE R60) which will apply to all motorcycles from July 2017. They also issued new standards for advanced brake system (ABS: Anti-lock Brake System/ CBS: Combined Brake System) which will apply to
new type motorcycles from October 2018, and to all motorcycles from October 2021.



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Japan adopted electric safety requirements for battery motorcycles (UNECE R136), and the
requirements will apply to new type motorcycles from January 2018, and to all motorcycles from January 2020.



The United States



The NHTSA amended the federal standard for lighting devices (FMVSS 108) to change visibility and other requirements, which became effective as of December 2012.



The NHTSA issued an amendment regulation to FMVSS108
Lamps, reflective devices and associated equipment to harmonize the license plate holder angle requirement (this allows license plates to be mounted on a plane up to 30 degrees upward; previously, the maximum allowable upward mounting
angle was 15 degrees) with the European Regulation on December 17, 2015.



Europe



The EU has issued regulations to change the WVTA scheme in order to further enforce safety. The new safety regulations require advanced brake systems and functional safety and electrical safety
requirements. The new EU WVTA (EU Regulation No. 168/2013) was published on March 2, 2013. This new system became applicable to new type motorcycles from January 2016 and will apply to new type mopeds from January 2017.



The EU Commission finalized Delegated Regulations concerning
environmental and propulsion unit performance (EU Regulation No. 134/2014), vehicle functional safety (EU Regulation No. 3/2014), vehicle construction and general requirements (EU Regulation No. 44/2014). The Implementing Regulation
(EU Regulation No. 901/2014) was published on July 18, 2014 and the regulations established the new EU WVTA system.



The new WVTA system requires motorcycle manufacturers to make vehicle repair and maintenance information available through their websites.



Other Regions



In India, the Auto Headlight On (AHO) function, which
automatically turns on the head lamps when the engine is running, shall be installed on all two-wheelers manufactured on and after April 1, 2017 and also for new vehicle models manufactured on and after
April 1, 2018. All vehicles manufactured on and after April 1, 2019 shall be fitted with an advanced brake system. Two-wheeled vehicles with engine capacity not more than 125cc; continuous rated or
net power not more than 11kw; and power/weight ratio not more than 0.1 kw/kg shall be fitted with ABS or CBS. All other categories of two-wheeled vehicles shall be fitted with ABS in India.



The Brazil transport authority (CONTRAN) issued a standard
concerning motorcycle braking based on the UNECE Brake regulation (R78.03) as well as a new regulation mandating ABS/CBS installation. The Brazilian standardization authority (INMETRO) currently mandates parts certification for tires and batteries,
but they will add drive/driven sprocket, drive chain and muffler to the scope of application from September 24, 2017 at customs clearance. Brazilian government issued lighting regulation based on previous UNECE regulations; these regulations
will be implemented from September 2018.



Many
Asian countries, such as Thailand, Indonesia, Malaysia, Korea and Vietnam, are introducing various regulations, regarding lighting, braking, and horns, based on UN R (ECE) regulations.



Outline of Environmental and Safety Regulation for Power Products



1. Emissions



The United States



In November 2015, CARB presented a policy to develop a
regulation to replace 25% of spark-ignition engine products circulating in the market with zero-emission products by 2030.



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In April 2016, CARB has published an evaporative emission regulation applicable to outboard
engines implementing from the 2018 model year and later.



In September 2016, CARB has published a proposed regulation to amend Californias evaporative emission regulation for small off-road spark ignition equipment.



Canada



In June 2016, the Department of Environment published a
proposed regulation to align the stringency of exhaust emission regulation and evaporative emission regulation with the EPA Phase 3 regulations for non-road small spark ignition engines.



China



An exhaust emission standard was introduced in China on March 1, 2011. Its requirements are based on the
European exhaust emission regulations and are applicable to small spark-ignition engines for non-road mobile machinery with 19 kW or less. The phase 2 regulation with durability requirement started from
January 1, 2014. The phase 3 regulation is under discussion.



Europe



The European Committee has finalized strengthened exhaust emission regulation for non-road small
spark ignition engines (commonly known as Stage 5 regulation). Its limit values of exhaust emission follow the U.S. EPA phase 3 and the effective date is January 2018 for new certification and January 1, 2019 for engines newly placed on the
market.



Japan



The Japan Land Engine Manufacturers Association (LEMA)
implemented the Phase 3 voluntary exhaust emission regulation from January 1, 2014. The requirements are consistent with the U.S. EPA Phase 3 regulation.



India



The Ministry of Environment issued a revised regulation for emission/noise standards applicable to gasoline/kerosene/LPG/CNG engine
generators. The exhaust emission limits are very stringent. In particular, the CO level limit is less than half the limit allowed by the U.S. EPA Phase 3. It became effective as of June 2014.



Australia



The Australian Federal Government announced that they will introduce exhaust emission/evaporative emission regulations based on the U.S.
EPA standards for all power products including outboard engines. Exhaust emission regulations, which are aligned with EPA Phase 3 regulation, are scheduled to be implemented in July 2018.



2. Recycling /RoHS / WEEE / REACH



Europe



The same REACH compliance required for motor vehicles is required for power products. In June 2011, the
European Union Directive on the restriction of the use of certain hazardous substances in electrical and electronic equipment (RoHS) was wholly revised and most power products will be within its scope after 2019.



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Other Regions



Several Asian and Eastern Europe countries have adopted
regulations which are similar to the European regulations (such as RoHS and WEEE).



3. Safety



Japan



The METI amended the technical requirements of the Electrical Appliances and Materials Safety Act and added requirements regarding the
retention force of receptacle outlets and the flame resistance of circuit boards. These amended and additional requirements have been implemented from July 2016.



The voluntary safety scheme for snow blowers newly included a
requirement on dozers, which was implemented in April 2015.



The United States



NFPA (National Fire Protection Association) 70 (NEC (National Electrical Code) 2014) has been amended and the installation of Ground Fault
Circuit Interrupter (GFCI) has become mandatory for certain generators. In 2014, an American National Standard Institute (ANSI) Standard for Snow Blowers was amended. In 2015, a new ANSI Standard for Generators was published. In 2016, an ANSI
Standard for Tillers was amended.



In November
2016, the U.S. Consumer Product Safety Commission promulgated a notice of proposed rule-making in the Federal Register, which proposes to restrict the carbon monoxide emission from portable generators rated
19kW and below. This regulation was proposed to address the carbon monoxide poisoning injuries occurring from portable generator.



Europe



The Low Voltage Directive (LVD) and the Electromagnetic Compatibility Directive (EMCD) have been amended and they became applicable from
April 2016. Recreational Craft Directive (RCD) Stage 2 also became effective. The Gas Appliance Regulation has been published and accordingly, the Gas Appliance Directive will expire in April 2018.



The EU Commission plans to enhance existing noise regulation
applicable to equipment intended to be used outdoors. This is a comprehensive rulemaking including expansion of the scope of regulation, enhanced noise limits, change to the conformity assessment system, among other things. The commission is
expected to publish proposed regulation in 2018.



China



The General Administration of Quality
Supervision, Inspection and Quarantine (AQSIQ) has issued final regulations for spark-ignition engines which include a wide variety of requirements such as machinery safety, thermal protection, electrical safety, and others. It became effective in
2015.



Other Regions



In 2015, Argentina amended the certification system for
generators. Also in 2015, Vietnam published a compulsory certification system for engine-driven sprayers. In Mexico, a compulsory certification system for brush cutters was proposed in 2015.



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Preparing for the Future



Management Challenges and Preparing for the Future



Honda will focus its energies on the tasks set out below in
order to overcome the challenges described in Operating Results in Item 5. Operating and Financial Review and Prospects.



1. Product Quality



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



2. Research and Development



Focusing on the fields of mobility and peoples daily lives, Honda is committed to creating new value to meet
the increasingly diverse expectations of its customers by combining its forte of creative manufacturing with progress in digital technologies such as AI and big data. Honda will reinforce its product development structure so that it manifests
Hondas identity as well as adopt open innovation with other companies and research institutions, in an effort to materialize a research and development structure that creates both product and experience.



3. Production Efficiency



Honda will strengthen its production systems at its global
production bases and supply high-quality products flexibly and efficiently, with the aim of meeting the needs of its customers in each region.



In addition, Honda will work to reduce the environmental burden of its production bases while establishing production technologies to
promote the global spread of electric-powered motor technology. Honda will work at improving its global supply chain by devising more effective business continuity plans in order to respond to various risks including, but not limited to, natural
disasters.



4. Sales Efficiency



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



5. Safety Technologies



Honda will develop technologies to lead the effort of
reducing traffic accidents. Honda is working to develop safety technologies that enhance accident prediction and prevention, technologies to help reduce the risk of injuries to passengers and pedestrians from car accidents, and technologies that
enhance compatibility between large and small vehicles, as well as expand its lineup of products incorporating such technologies. Honda will also improve safety by developing technologies to commercialize automated driving, and by using artificial
intelligence and connectivity technologies. In addition, Honda will reinforce traffic safety programs in Japan and abroad, advance driving and motorcycling training programs provided by local dealerships, and work actively in partnership with
communities to build and improve the traffic environment.



6. The Environment



Honda will step up its efforts to create better, cleaner, and more fuel-efficient engine technologies, further improve recyclables, and develop zero-emission
technologies and electric-powered motors throughout its product lines, in order to lead the effort to create a carbon-free society. In addition, Honda has set a target to reduce total CO2emissions by 50% compared to year 2000 levels by 2050. To achieve this target, it will strengthen its efforts to realize
reductions in CO2emissions through the entirety of its
corporate activities including the supply chain, through means such as further advancing its energy-efficiency technologies and making effective use of



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renewable energy, as well as effectively utilizing resources and properly disposing of waste. Furthermore, Honda will strengthen its efforts in advancing technologies in the area of total energy
management to reduce CO2emissions related to mobility and
peoples everyday lives.



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



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



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



C. Organizational Structure



As of March 31, 2017, the Company had 90 Japanese subsidiaries and 277 overseas subsidiaries. The following table sets out for each
of the Companys principal subsidiaries, the country of incorporation, function and percentage ownership and voting interest held by Honda.



|                                         |  |                         |  |                                                                              |  |                                       |       | 
|---------------------------------------- |  | ----------------------- |  | ---------------------------------------------------------------------------- |  | ------------------------------------- | ----- | 
|Company                                  |  | Country ofIncorporation |  | Function                                                                     |  | PercentageOwnershipandVoting Interest |      
|Honda R&D Co., Ltd.                      |  | Japan                   |  | Research & Development                                                       |  |                                       | 100.0 | 
|Honda Engineering Co., Ltd.              |  | Japan                   |  | Manufacturing and Sales of machine tools, equipment andproduction techniques |  |                                       | 100.0 | 
|Honda Finance Co., Ltd.                  |  | Japan                   |  | Finance                                                                      |  |                                       | 100.0 | 
|American Honda Motor Co., Inc.           |  | U.S.A.                  |  | Sales                                                                        |  |                                       | 100.0 | 
|Honda Aero., Inc.                        |  | U.S.A.                  |  | Manufacturing                                                                |  |                                       | 100.0 | 
|Honda North America, Inc.                |  | U.S.A.                  |  | Coordination of Subsidiaries Operation                                       |  |                                       | 100.0 | 
|Honda of America Mfg., Inc.              |  | U.S.A.                  |  | Manufacturing                                                                |  |                                       | 100.0 | 
|American Honda Finance Corporation       |  | U.S.A.                  |  | Finance                                                                      |  |                                       | 100.0 | 
|Honda Aircraft Company, LLC              |  | U.S.A.                  |  | Research & Development, Manufacturing and Sales                              |  |                                       | 100.0 | 
|Honda Manufacturing of Alabama, LLC      |  | U.S.A.                  |  | Manufacturing                                                                |  |                                       | 100.0 | 
|Honda Manufacturing of Indiana, LLC      |  | U.S.A.                  |  | Manufacturing                                                                |  |                                       | 100.0 | 
|Honda Transmission Mfg. of America, Inc. |  | U.S.A.                  |  | Manufacturing                                                                |  |                                       | 100.0 | 
|Honda R&D Americas, Inc.                 |  | U.S.A.                  |  | Research & Development                                                       |  |                                       | 100.0 | 
|Honda Canada Inc.                        |  | Canada                  |  | Manufacturing and Sales                                                      |  |                                       | 100.0 | 
|Honda Canada Finance Inc.                |  | Canada                  |  | Finance                                                                      |  |                                       | 100.0 | 
|Honda de Mexico, S.A. de C.V.            |  | Mexico                  |  | Manufacturing and Sales                                                      |  |                                       | 100.0 | 
|Honda Motor Europe Limited               |  | U.K.                    |  | Coordination of Subsidiaries Operation and Sales                             |  |                                       | 100.0 | 
|Honda of the U.K. Manufacturing Ltd.     |  | U.K.                    |  | Manufacturing                                                                |  |                                       | 100.0 | 
|Honda Finance Europe plc                 |  | U.K.                    |  | Finance                                                                      |  |                                       | 100.0 | 
|Honda Bank GmbH                          |  | Germany                 |  | Finance                                                                      |  |                                       | 100.0 | 
|Honda Turkiye A.S                        |  | Turkey                  |  | Manufacturing and Sales                                                      |  |                                       | 100.0 | 
|Honda Motor (China) Investment Co., Ltd. |  | China                   |  | Coordination of Subsidiaries Operation and Sales                             |  |                                       | 100.0 | 
|Honda Auto Parts Manufacturing Co., Ltd. |  | China                   |  | Manufacturing                                                                |  |                                       | 100.0 | 



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|                                                |  |                         |  |                                                  |  |                                       |       | 
|----------------------------------------------- |  | ----------------------- |  | ------------------------------------------------ |  | ------------------------------------- | ----- | 
|Company                                         |  | Country ofIncorporation |  | Function                                         |  | PercentageOwnershipandVoting Interest |      
|Honda Automobile (China) Co., Ltd.              |  | China                   |  | Manufacturing                                    |  |                                       | 65.0  | 
|Honda Motorcycle & Scooter India (Private) Ltd. |  | India                   |  | Manufacturing and Sales                          |  |                                       | 100.0 | 
|Honda Cars India Limited                        |  | India                   |  | Manufacturing and Sales                          |  |                                       | 100.0 | 
|P.T. Honda Precision Parts Manufacturing        |  | Indonesia               |  | Manufacturing                                    |  |                                       | 100.0 | 
|P.T. Honda Prospect Motor                       |  | Indonesia               |  | Manufacturing and Sales                          |  |                                       | 51.0  | 
|Honda Malaysia Sdn Bhd                          |  | Malaysia                |  | Manufacturing and Sales                          |  |                                       | 51.0  | 
|Honda Taiwan Co., Ltd.                          |  | Taiwan                  |  | Sales                                            |  |                                       | 100.0 | 
|Asian Honda Motor Co., Ltd.                     |  | Thailand                |  | Coordination of Subsidiaries Operation and Sales |  |                                       | 100.0 | 
|Honda Leasing (Thailand) Co., Ltd.              |  | Thailand                |  | Finance                                          |  |                                       | 100.0 | 
|Honda Automobile (Thailand) Co., Ltd.           |  | Thailand                |  | Manufacturing and Sales                          |  |                                       | 89.0  | 
|Thai Honda Manufacturing Co., Ltd.              |  | Thailand                |  | Manufacturing                                    |  |                                       | 83.0  | 
|A.P. Honda Co., Ltd.                            |  | Thailand                |  | Sales                                            |  |                                       | 61.0  | 
|Honda Vietnam Co., Ltd.                         |  | Vietnam                 |  | Manufacturing and Sales                          |  |                                       | 70.0  | 
|Honda Motor de Argentina S.A.                   |  | Argentina               |  | Manufacturing and Sales                          |  |                                       | 100.0 | 
|Honda South America Ltda.                       |  | Brazil                  |  | Coordination of Subsidiaries Operation           |  |                                       | 100.0 | 
|Banco Honda S.A.                                |  | Brazil                  |  | Finance                                          |  |                                       | 100.0 | 
|Honda Automoveis do Brasil Ltda.                |  | Brazil                  |  | Manufacturing and Sales                          |  |                                       | 100.0 | 
|Moto Honda da Amazonia Ltda.                    |  | Brazil                  |  | Manufacturing and Sales                          |  |                                       | 100.0 | 



D. Property,
Plants and Equipment



The following table
sets out information, as of March 31, 2017, with respect to Hondas principal manufacturing facilities, all of which are owned by Honda:



|                                        |  |                    |       |  |                                 |                                                              
|--------------------------------------- |  | ------------------ | ----- |  | ------------------------------- | -------------------------------------------------------------
|Location                                |  | Number ofEmployees |       |  | Principal Products Manufactured
|Sayama, Saitama, Japan                  |  |                    | 4,952 |  |                                 | Automobiles                                                  
|Naka-ku, Hamamatsu, Shizuoka, Japan     |  |                    | 2,058 |  |                                 | Power products and transmissions                             
|Suzuka, Mie, Japan                      |  |                    | 5,901 |  |                                 | Automobiles                                                  
|Ozu-machi, Kikuchi-gun, Kumamoto,
Japan |  |                    | 2,198 |  |                                 | Motorcycles, all-terrain vehicles, power products and engines
|Greensboro, North Carolina, U.S.A       |  |                    | 1,060 |  |                                 | Aircrafts                                                    
|Burlington, North Carolina, U.S.A.      |  |                    | 89    |  |                                 | Aircraft engines                                             
|Marysville, Ohio, U.S.A.                |  |                    | 4,883 |  |                                 | Automobiles                                                  
|Anna, Ohio, U.S.A.                      |  |                    | 2,569 |  |                                 | Engines                                                      
|East Liberty, Ohio, U.S.A.              |  |                    | 1,913 |  |                                 | Automobiles                                                  
|Lincoln, Alabama, U.S.A.                |  |                    | 4,821 |  |                                 | Automobiles and engines                                      
|Greensburg, Indiana, U.S.A.             |  |                    | 2,443 |  |                                 | Automobiles                                                  
|Alliston, Canada                        |  |                    | 4,270 |  |                                 | Automobiles and engines                                      
|El Salto, Mexico                        |  |                    | 2,535 |  |                                 | Motorcycles and automobiles                                  
|Celaya, Mexico                          |  |                    | 5,076 |  |                                 | Automobiles                                                  
|Swindon, U.K.                           |  |                    | 2,567 |  |                                 | Automobiles and engines                                      
|Gebze, Turkey                           |  |                    | 776   |  |                                 | Motorcycles and automobiles                                  
|Guangzhou, China                        |  |                    | 839   |  |                                 | Automobiles                                                  
|Gurugram, India                         |  |                    | 3,170 |  |                                 | Motorcycles                                                  
|Greater Noida, India                    |  |                    | 2,564 |  |                                 | Automobiles                                                  
|Alwar, India                            |  |                    | 2,634 |  |                                 | Motorcycles and automobiles                                  
|Narasapura, India                       |  |                    | 1,829 |  |                                 | Motorcycles                                                  



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|                        |  |                    |       |  |                                 |                               
|----------------------- |  | ------------------ | ----- |  | ------------------------------- | ------------------------------
|Location                |  | Number ofEmployees |       |  | Principal Products Manufactured
|Ahemdabad, India        |  |                    | 791   |  |                                 | Motorcycles                   
|Karawang, Indonesia     |  |                    | 2,566 |  |                                 | Automobiles and engines       
|Melaka, Malaysia        |  |                    | 2,662 |  |                                 | Automobiles                   
|Ayutthaya, Thailand     |  |                    | 2,610 |  |                                 | Automobiles                   
|Prachinburi, Thailand   |  |                    | 1,102 |  |                                 | Automobiles                   
|Bangkok, Thailand       |  |                    | 3,529 |  |                                 | Motorcycles and power products
|Phuc Yen, Vietnam       |  |                    | 4,382 |  |                                 | Motorcycles and automobiles   
|Duy Tien, Vietnam       |  |                    | 304   |  |                                 | Motorcycles                   
|Buenos Aires, Argentina |  |                    | 1,263 |  |                                 | Motorcycles and automobiles   
|Sumare, Brazil          |  |                    | 3,132 |  |                                 | Automobiles                   
|Manaus, Brazil          |  |                    | 5,829 |  |                                 | Motorcycles and power products



In addition to its
manufacturing facilities, the Companys properties in Japan include sales offices and other sales facilities in major cities, repair service facilities, and R&D facilities.



As of March 31, 2017, the Companys property, with a net book value of approximately
¥61.6 billion, was subject to specific mortgages securing indebtedness.



Capital Expenditures



Capital expenditures in the fiscal year ended March 31, 2017 were applied to the introduction of new models, as well as the improvement, streamlining and modernization of production facilities, and
improvement of sales and R&D facilities.



Total capital expenditures for the year amounted to ¥2,423.7 billion, decreased by ¥191.2 billion from the previous
year. Also, total capital expenditures, excluding equipment on operating leases, for the year amounted to ¥541.0 billion, decreased by ¥106.4 billion from the previous year. Spending by business segment is shown below.



|                                                                      |  |                              |           |  |      |   |           |                    |  |   |          |  
|--------------------------------------------------------------------- |  | ---------------------------- | --------- |  | ---- | - | --------- | ------------------ |  | - | -------- | -
|                                                                      |  | Fiscal years ended March 31, |          
|                                                                      |  | 2016                         |           |  | 2017 |   |           | Increase(Decrease) | 
|                                                                      |  | Yen (millions)               |          
|Motorcycle Business                                                   |  | ¥                            | 59,229    |  |      | ¥ | 50,040    |                    |  | ¥ | (9,189   | )
|Automobile Business                                                   |  |                              | 571,796   |  |      |   | 480,471   |                    |  |   | (91,325  | )
|Financial Services Business                                           |  |                              | 1,968,257 |  |      |   | 1,883,220 |                    |  |   | (85,037  | )
|Financial Services Business (Excluding Equipment on Operating Leases) |  |                              | 719       |  |      |   | 524       |                    |  |   | (195     | )
|Power Product and Other Businesses                                    |  |                              | 15,754    |  |      |   | 10,006    |                    |  |   | (5,748   | )
|Total                                                                 |  | ¥                            | 2,615,036 |  |      | ¥ | 2,423,737 |                    |  | ¥ | (191,299 | )
|Total (Excluding Equipment on Operating Leases)                       |  | ¥                            | 647,498   |  |      | ¥ | 541,041   |                    |  | ¥ | (106,457 | )



Intangible assets are not
included in the table above.



In Motorcycle
business, we made capital expenditures of ¥50,040 million in the fiscal year ended March 31, 2017. Funds were allocated to the introduction of new models, as well as the improvement, streamlining and modernization of production
facilities, and improvement of sales and R&D facilities.



In Automobile business, we made capital expenditures of ¥480,471 million in the fiscal year ended March 31, 2017. Funds were allocated to the introduction of new models, as well as the
improvement, streamlining and modernization of production facilities, and improvement of sales and R&D facilities.



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##### Table of Contents

In Financial services business, capital expenditures excluding equipment on operating leases
amounted to ¥524 million in the fiscal year ended March 31, 2017, while capital expenditures for equipment on operating leases were ¥1,882,696 million.



In Power products and other businesses, capital expenditures
of ¥10,006 million in the fiscal year ended March 31, 2017, were deployed to upgrade, streamline, and modernize manufacturing facilities, and to improve R&D facilities.



Plans after fiscal year 2017



Our management mainly considers economic trends of each region, demand trends, situation of competitors and our business strategy such as
introduction plans of new models in determining the future of projects.



The estimated amounts of capital expenditures for the fiscal year ending March 31, 2018 are shown below.



|                                   |  |                                  |         | 
|---------------------------------- |  | -------------------------------- | ------- | 
|                                   |  | Fiscal year endingMarch 31, 2018 |        
|                                   |  | Yen (millions)                   |        
|Motorcycle Business                |  | ¥                                | 59,600  | 
|Automobile Business                |  |                                  | 454,600 | 
|Financial Services Business        |  |                                  | 1,600   | 
|Power Product and Other Businesses |  |                                  | 14,200  | 
|                                   |  |                                  |         | 
|Total                              |  | ¥                                | 530,000 | 
|                                   |  |                                  |         | 



The estimated amount of
capital expenditures for Financial services business in the above table does not include equipment on operating leases.



Intangible assets are not included in the table above.



Item 4A. Unresolved Staff Comments



We do not have any unresolved written
comments provided by the staff of the SEC regarding our periodic reports under the Securities Exchange Act of 1934.



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Item 5. Operating and Financial Review and Prospects



You should read the following discussion
of our critical accounting policies and our financial positions and operating results together with our consolidated financial statements included in this Annual Report.



A. Operating Results



Overview



Business Environment



Looking at the economic environment surrounding Honda, its
consolidated subsidiaries and its affiliates accounted for under the equity method (hereinafter, the Honda Group) in the fiscal year ended March 31, 2017, the United States economy continued to recover, mainly due to improvement in
employment conditions and growing personal consumption. Europe saw a gradual economic recovery, mainly due to improvement in employment conditions and personal consumption. In the Asian economies, India experienced a moderate recovery and there was
an upward trend in the economies of Thailand and Indonesia, while Chinas economy slowed gradually in the first half of the fiscal year and saw an upturn in the second half. The Japanese economy continued on a gradual recovery track, mainly due
to improvement in employment conditions and steady personal consumption.



The trends, uncertainties, demands, commitments and events identified below may continue or recur, impacting the Companys future financial results.



Overview of Fiscal Year 2017 Operating Performance



Hondas consolidated sales revenue for the fiscal year
ended March 31, 2017 decreased from the fiscal year ended March 31, 2016, due mainly to negative foreign currency translation effects, which was partially offset by increased consolidated unit sales in all business operations as well as an
increase in sales revenue in the Financial services business. Operating profit increased from the previous fiscal year, due mainly to decreased selling, general and administrative expenses including product warranty expenses, continuing cost
reduction, increase in profit attributable to increased sales revenue and model mix as well as the impact of pension plan amendments, which was partially offset by an increase in research and development expenses as well as negative foreign currency
effects.



Motorcycle Business



Hondas consolidated unit sales of motorcycles and all-terrain vehicles (ATVs) in fiscal year 2017 totaled 11,237 thousand units, an increase of 6.3% from the previous fiscal year, due mainly to increases primarily in India and Vietnam, which more than offset a
decline in Brazil.



Automobile Business



Hondas consolidated unit sales of automobiles totaled
3,683 thousand units in fiscal year 2017, an increase of 1.3% from the previous fiscal year, due mainly to increases in sales units in North America and Asia mainly due to the launch of new models.



Power Product and Other Businesses



Hondas consolidated unit sales of power products in
fiscal year 2017 totaled 6,121 thousand units, an increase of 2.6% from the previous fiscal year primarily due to an increase in sales units in North America and Asia, which more than offset a decline in Japan.



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Fiscal Year 2017 Compared with Fiscal Year 2016



Sales Revenue



Hondas consolidated sales revenue for the fiscal year
ended March 31, 2017, decreased by ¥601.9 billion, or 4.1%, to ¥13,999.2 billion from the fiscal year ended March 31, 2016, due mainly to negative foreign currency translation effects, which was partially offset by
increased consolidated unit sales in all business operations as well as an increase in sales revenue in the Financial services business. Honda estimates that by applying Japanese yen exchange rates of the previous fiscal year to the current fiscal
year, sales revenue for the year would have increased by approximately ¥722.6 billion, or 4.9%, compared to the decrease as reported of ¥601.9 billion, which includes negative foreign currency translation effects.



Operating Costs and Expenses



Operating costs and expenses decreased by
¥939.2 billion, or 6.7%, to ¥13,158.4 billion from the previous fiscal year. Cost of sales decreased by ¥466.5 billion, or 4.1%, to ¥10,865.8 billion from the previous fiscal year, due mainly to the impact of
pension plan amendments as well as positive foreign currency effects, which was partially offset by an increase in costs attributable to increased consolidated unit sales in all business operations. Selling, general and administrative expenses
decreased by ¥507.6 billion, or 24.1%, to ¥1,601.2 billion from the previous fiscal year, due mainly to decreased product warranty expenses as well as the impact of pension plan amendments. Research and development expenses
increased by ¥34.9 billion, or 5.3%, to ¥691.4 billion from the previous fiscal year, which was partially offset by a decrease in costs attributable to the impact of pension plan amendments.



Operating Profit



Operating profit increased by ¥337.3 billion, or
67.0%, to ¥840.7 billion from the previous fiscal year, due mainly to decreased selling, general and administrative expenses including product warranty expenses, continuing cost reduction, increase in profit attributable to increased sales
revenue and model mix as well as the impact of pension plan amendments, which was partially offset by an increase in research and development expenses as well as negative foreign currency effects. Honda estimates that by excluding negative foreign
currency effects of approximately ¥283.2 billion, operating profit would have increased by approximately ¥620.5 billion.



With respect to the discussion above of the changes, management identified factors and used what it believes to be a reasonable method to
analyze the respective changes in such factors. Management analyzed changes in these factors at the levels of the Company and its material consolidated subsidiaries. Foreign currency effects consist of translation
adjustments, which come from the translation of the currency of foreign subsidiaries financial statements into Japanese yen, and foreign currency adjustments, which result from foreign-currency-denominated transaction. With
respect to foreign currency adjustments, management analyzed foreign currency adjustments primarily related to the following currencies: U.S. dollar, Japanese yen and others at the level of the Company and its material consolidated
subsidiaries. The estimates excluding the foreign currency effects are not on the same base as Hondas consolidated financial statements, and do not conform to IFRS. Furthermore, Honda does not believe that these measures are substitute for the
disclosure required by IFRS. However, Honda believes that such estimates excluding the foreign currency effects provide financial statements users with additional useful information for understanding Hondas results.



Profit before Income Taxes



Profit before income taxes increased by
¥371.5 billion, or 58.5%, to ¥1,006.9 billion. The main factors behind this increase, except factors relating to operating profit, are as follows:



Share of profit of investments accounted for using the equity
method had a positive impact of ¥38.7 billion, due mainly to an increase in profit attributable to increased sales revenue at affiliates and joint ventures in Asia.



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Finance income and finance costs had a negative impact of ¥4.5 billion, due mainly
to effect from gains or losses on derivatives. For further details, see note (22) Finance Income and Finance Costs to the accompanying consolidated financial statements.



Income Tax Expense



Income tax expense increased by ¥98.5 billion, or 43.0%, to ¥327.5 billion from the previous fiscal year. The average
effective tax rate decreased 3.6 percentage points to 32.5% from the previous fiscal year. For further details, see (a) Income Tax Expense of note (23) Income Taxes to the accompanying consolidated financial statements.



Profit for the Year



Profit for the year increased by ¥273.0 billion, or
67.2%, to ¥679.3 billion from the previous fiscal year.



Profit for the Year Attributable to Owners of the Parent



Profit for the year attributable to owners of the parent increased by ¥272.0 billion, or 79.0%, to ¥616.5 billion from
the previous fiscal year.



Profit for the Year Attributable to Non-controlling Interests



Profit for the year attributable to non-controlling interests increased by ¥0.9 billion, or 1.6%, to ¥62.8 billion from the previous fiscal year.



Business Segments



Motorcycle Business



Hondas consolidated unit sales of motorcycles and all-terrain vehicles (ATVs) totaled 11,237 thousand units, increased by 6.3% from the previous fiscal year, due mainly to an increase in consolidated unit sales in Asia, which was partially offset by a decrease
in Other Regions.



Sales revenue from external
customers decreased by ¥89.2 billion, or 4.9%, to ¥1,716.1 billion from the previous fiscal year, due mainly to negative foreign currency translation effects, which was partially offset by an increase in consolidated unit sales.
The impact of price changes was immaterial on sales revenue. Honda estimates that by applying Japanese yen exchange rates of the previous fiscal year to the current fiscal year, sales revenue for the year would have increased by approximately
¥101.5 billion, or 5.6%, compared to the decrease as reported of ¥89.2 billion, which includes negative foreign currency translation effects.



Operating costs and expenses decreased by ¥78.2 billion, or 4.8%, to ¥1,545.4 billion from the previous fiscal year.
Cost of sales decreased by ¥63.8 billion, or 4.9%, to ¥1,248.6 billion, due mainly to the impact of pension plan amendments as well as positive foreign currency effects, which was partially offset by an increase in costs
attributable to increased consolidated unit sales. Selling, general and administrative expenses decreased by ¥8.4 billion, or 3.7%, to ¥216.0 billion, due mainly to a decrease in costs attributable to the impact of pension plan
amendments as well as positive foreign currency effects. Research and development expenses decreased by ¥5.9 billion, or 6.9%, to ¥80.6 billion, due mainly to a decrease in costs attributable to the impact of pension plan
amendments.



Operating profit decreased by
¥11.0 billion, or 6.1%, to ¥170.7 billion from the previous fiscal year, due mainly to negative foreign currency effects, which was partially offset by continuing cost reduction as well as the impact of pension plan amendments.



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Japan



Total industry demand for motorcycles
in Japan*decreased by around 6% from the previous fiscal
year to approximately 370 thousand units in fiscal year 2017.



Hondas consolidated unit sales in Japan declined 13.3% from the previous fiscal year to 156 thousand units in fiscal year 2017, mainly reflecting an overall decline in unit sales of 50cc
scooter models.



|* | Source: JAMA (Japan Automobile Manufacturers Association)
|- | ---------------------------------------------------------



North America



Total demand for motorcycles and all-terrain vehicles (ATVs) in the United States*, the principal market within North America, decreased around 3% from the previous year to approximately 700 thousand units in calendar year 2016.



Hondas consolidated unit sales in North America
decreased 4.5% from the previous fiscal year to 294 thousand units in fiscal year 2017. This was mainly due to a decrease in sales of ATVs, which was partially offset by increased sales of side-by-side (S×S) models, centered on the Pioneer 1000, primarily in the United States.



|* | Source: MIC (Motorcycle Industry Council)
|- | -----------------------------------------

The total includes motorcycles and ATVs, but does not include side-by-side (SxS) models.



Europe



Total demand for motorcycles in
Europe*increased around 12% from the previous year to
approximately 910 thousand units in calendar year 2016.



Hondas consolidated unit sales in Europe increased 6.4% from the previous fiscal year to 217 thousand units in fiscal year 2017, mostly as a result of robust sales of the CRF1000L Africa
Twin model.



|* | Based on Honda research. Only includes the following 10 countries: the United Kingdom, Germany, France, Italy, Spain, Switzerland, Portugal, the
Netherlands, Belgium and Austria.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Asia



Total demand for
motorcycles in Asia*increased around 2% from the previous
year to approximately 39,760 thousand units in calendar year 2016.



Looking at market conditions by country, in calendar year 2016, demand in India increased about 10% from the previous year to approximately 17,670 thousand units. Demand in China decreased around 13%
from the previous year to approximately 8,040 thousand units. Demand in Indonesia decreased around 8% from the previous year to approximately 5,930 thousand units. Vietnam saw demand increase around 10% from the previous year to
approximately 3,120 thousand units. Demand in Thailand increased around 4% from the previous year to approximately 1,740 thousand units. Demand in Pakistan increased around 9% from the previous year to approximately 1,660 thousand
units.



Hondas consolidated unit sales in
Asia increased 10.0% from the previous fiscal year to 9,513 thousand units in fiscal year 2017. This was due to brisk sales of scooter models such as the Activa in India and the Vision in Vietnam, among other factors.



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Hondas consolidated unit sales do not include sales by P.T. Astra Honda Motor in
Indonesia, which is accounted for using the equity method. P.T. Astra Honda Motors unit sales for fiscal year 2017 decreased around 2% from the previous fiscal year to approximately 4,370 thousand units due mainly to lackluster overall
market conditions, despite increases in motorcycle models such as the CBR150R and CB150R models, among others.



|* | Based on Honda research. Only includes the following eight countries: Thailand, Indonesia, Malaysia, the Philippines, Vietnam, India, Pakistan and
China.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------



Other Regions



Total demand for motorcycles in
Brazil*, the principal market within Other Regions,
declined significantly by about 28% from the previous year to approximately 850 thousand units in calendar year 2016, mainly due to a continued slump in economic conditions.



In Other Regions (including South America, the Middle East,
Africa, Oceania and other areas), Hondas consolidated unit sales decreased 14.1% from the previous fiscal year to 1,057 thousand units in fiscal year 2017, mainly reflecting the overall market slump in Brazil.



|* | Source: ABRACICLO (the Brazilian Association of Motorcycle, Moped, and Bicycle Manufacturers)
|- | ---------------------------------------------------------------------------------------------



Automobile Business



Hondas consolidated unit sales of automobiles totaled
3,683 thousand units, increased by 1.3% from the previous fiscal year, due mainly to an increase in consolidated unit sales in North America and Asia.



Sales revenue from external customers decreased by ¥538.5 billion, or 5.1%, to ¥10,086.8 billion from the previous
fiscal year, due mainly to negative foreign currency translation effects, which was partially offset by increased consolidated unit sales. The impact of price changes was immaterial on sales revenue. Honda estimates that by applying Japanese yen
exchange rates of the previous fiscal year to the current fiscal year, sales revenue for the year would have increased by approximately ¥400.7 billion, or 3.8%, compared to the decrease as reported of ¥538.5 billion, which includes
negative foreign currency translation effects. Sales revenue including intersegment sales decreased by ¥511.0 billion, or 4.7%, to ¥10,256.6 billion from the previous fiscal year.



Operating costs and expenses decreased by
¥858.8 billion, or 8.1%, to ¥9,755.4 billion from the previous fiscal year. Cost of sales decreased by ¥402.9 billion, or 4.8%, to ¥7,947.6 billion, due mainly to the impact of pension plan amendments as well as
positive foreign currency effects, which was partially offset by an increase in costs attributable to increased consolidated unit sales. Selling, general and administrative expenses decreased by ¥500.1 billion, or 29.0%, to
¥1,223.5 billion, due mainly to decreased product warranty expenses as well as the impact of pension plan amendments. Research and development expenses increased by ¥44.3 billion, or 8.2%, to ¥584.3 billion, which was
partially offset by the impact of pension plan amendments.



Operating profit increased by ¥347.8 billion, or 226.8%, to ¥501.1 billion from the previous fiscal year, due mainly to decreased selling, general and administrative expenses including
product warranty expenses, continuing cost reduction, an increase in profit attributable to increased sales volume and model mix as well as the impact of pension plan amendments, which was partially offset by an increase in research and development
expenses as well as negative foreign currency effects.



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Proportion of retail unit sales by vehicle category and principal automobile products:



|                                       |  |                            |    |   |      |  |    |  
|-------------------------------------- |  | -------------------------- | -- | - | ---- |  | -- | -
|                                       |  | Fiscal year endedMarch 31, |   
|                                       |  | 2016                       |    |   | 2017 | 
|Passenger cars:                        |  |                            | 52 | % |      |  | 51 | %
|Accord, Brio, City, Civic, Fit/Jazz    |  |                            |    |   |      |  |    |  
|                                       |  |                           
|Light trucks:                          |  |                            | 41 | % |      |  | 43 | %
|CR-V, Odyssey, Pilot, Vezel/HR-V,
XR-V |  |                            |    |   |      |  |    |  
|                                       |  |                           
|Mini vehicles:                         |  |                            | 7  | % |      |  | 6  | %
|N-BOX                                  |  |                            |    |   |      |  |    |  



Although there are various
factors that affect the profitability of each vehicle category, sales price is an important factor in determining profitability. In general, the weighted average sales price in the light trucks category is higher relative to the total average sales
price, while the weighted average sales price in the mini vehicles category, which is unique to the Japanese market, is relatively lower, although sales price varies from model to model.



In general, the contribution margin of the light trucks category tends to be higher relative to the total
weighted average contribution margin because the sales price is higher, while the contribution margin of the mini vehicles category tends to be relatively lower because the sales price is lower, although the level of contribution margin varies from
model to model. For example, in Japan and the United States, which are the main sales markets for our automobiles, the contribution margin of our light trucks category was approximately 30% higher, our passenger cars category was approximately 15%
lower and our mini vehicles category was approximately 50% lower than total weighted average contribution margin for the fiscal year ended March 31, 2017. It should be noted that we define contribution margin as an amount per unit of net sales
minus material cost, which is thought to increase in almost direct proportion to net sales volume.



Japan



Total demand for automobiles in Japan*1increased around 3% from the previous fiscal year to approximately 5,070 thousand units in fiscal year 2017.



Hondas consolidated unit sales in Japan decreased 1.8% from the previous fiscal year to 603 thousand
units*2in fiscal year 2017. This was mainly due to a
decline in sales of the Step WGN, which outweighed the effect of a full model change of the Freed model and other factors.



Hondas unit production of automobiles in fiscal year 2017 increased 6.5% from the previous fiscal year to 810 thousand units.
This was mainly due to an increase in export volume.



|*1 | Source: JAMA (Japan Automobile Manufacturers Association), as measured by the number of regular vehicle registrations (661cc or higher) and mini
vehicles (660cc or lower)
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|*2 | Certain sales of automobiles that are financed with residual value type auto loans by our Japanese finance subsidiaries and sold through our
consolidated subsidiaries are accounted for as operating leases in conformity with IFRS and are not included in consolidated sales revenue to external customers in the Automobile business. Accordingly, they are not included in consolidated unit
sales.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



North America



Total industry demand for automobiles
in the United States*, the principal market within North
America, was around the same level as the previous year at approximately 17,550 thousand units in calendar year 2016. This result reflected continued strong demand for light trucks, which offset a decrease for passenger cars which were fiercely
competitive.



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Under these conditions, Hondas consolidated unit sales in North America increased 2.1%
from the previous fiscal year to 1,970 thousand units in fiscal year 2017. This increase was mainly attributable to the effect of launching the new Civic Hatchback model, and a full model change of the Ridgeline model, which
offset a decline in sales volume of the Accord model.



Honda manufactured 1,937 thousand units in fiscal year 2017, an increase of 0.9% from the previous fiscal year. This increase mainly reflected increased production of HR-V model at the plant in Mexico.



|* | Source: Autodata
|- | ----------------



Europe



Total demand for automobiles in Europe*increased about 7% from the previous year to approximately 15,130 thousand units in calendar year 2016, mainly
driven by the gradual recovery in economic conditions.



Hondas consolidated unit sales in Europe increased 7.0% from the previous fiscal year to 184 thousand units in fiscal year 2017. This was mainly due to brisk sales of the HR-V model.



Unit production at Hondas U.K. plant in fiscal year 2017 increased dramatically by 30.1% from the previous fiscal year to
149 thousand units, mainly due to the start of exports of the Civic Hatchback model to North America.



|* | Source: ACEA (Association des Constructeurs Europeens dAutomobiles (the European Automobile Manufacturers Association)) New passenger car
registrations cover 28 EU countries and three EFTA countries.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Asia



Total demand for automobiles in Asia increased around 4% from the previous year to approximately 7,390 thousand units*1in calendar year 2016. This was mainly due to an increase in demand in India despite a decrease in Malaysia and other
places. Total demand for automobiles in China increased about 14% from the previous calendar year to approximately 28,020 thousand units*2.



Hondas consolidated unit sales in Asia outside Japan increased 2.1% from the previous fiscal year to 684 thousand units in
fiscal year 2017. This increase was mainly attributable to brisk sales of the new BR-V model in Indonesia, and the effect of a full model change of the Civic model in Pakistan, despite a decline
in sales in India.



Hondas consolidated unit
sales do not include unit sales of Dongfeng Honda Automobile Co., Ltd. and Guangqi Honda Automobile Co., Ltd., both of which are joint ventures accounted for using the equity method in China. Unit sales in China increased 21.5% from the previous
fiscal year to 1,280 thousand units in fiscal year 2017. The increase was mainly attributable to strong sales of the fully remodeled Civic, the effect of launching the new Avancier and Gienia models, and brisk sales of the
XR-V and Vezel models.



Hondas unit production by consolidated subsidiaries in Asia increased 4.7% from the previous fiscal year to 752 thousand units*3in fiscal year 2017.



Meanwhile, unit production by Chinese joint ventures Dongfeng Honda Automobile Co., Ltd. and Guangqi Honda Automobile Co., Ltd. increased
20.0% from the previous fiscal year to 1,259 thousand units in fiscal year 2017.



|*1 | The total is based on Honda research and includes the following eight countries: Thailand, Indonesia, Malaysia, the Philippines, Vietnam, Taiwan, India
and Pakistan.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*2 | Source: CAAM (China Association of Automobile Manufacturers)
|-- | ------------------------------------------------------------

|*3 | The total includes the following nine countries: China, Thailand, Indonesia, Malaysia, the Philippines, Vietnam, Taiwan, India and Pakistan.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------



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Other Regions



Total industry demand for automobiles
in Brazil, the principal market within Other Regions, decreased around 20% from the previous year to approximately 1,980 thousand units*in calendar year 2016. The decrease was mainly due to continued instability in the economic environment.



In Other Regions (including South America, the Middle East,
Africa, Oceania and other areas), Hondas consolidated unit sales decreased 3.6% from the previous fiscal year to 242 thousand units in fiscal year 2017. The decrease mainly reflected a decrease in unit sales in Brazil.



Unit production at Hondas plant in Brazil decreased
16.5% from the previous fiscal year to 120 thousand units in fiscal year 2017.



|* | Source: ANFAVEA (Associação Nacional dos Fabricantes de Veiculos Automotores (the Brazilian Automobile Association)) Includes passenger
cars and light commercial vehicles.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Financial Services Business



To support the sale of its products, Honda provides retail lending and leasing to customers and wholesale financing to dealers through its
finance subsidiaries in Japan, the United States, Canada, the United Kingdom, Germany, Brazil and Thailand.



Total amount of receivables from financial services and equipment on operating leases of finance subsidiaries on March 31, 2017
increased by ¥368.0 billion, or 4.2%, to ¥9,054.2 billion from the March 31, 2016. Honda estimates that by applying Japanese yen exchange rates of the previous fiscal year to the current fiscal year, total amount of
receivables from financial services and equipment on operating leases of finance subsidiaries as of March 31, 2017 would have increased by approximately ¥434.8 billion, or 5.0%, compared to the increase as reported of
¥368.0 billion, which includes negative foreign currency translation effects.



Sales revenue from external customers increased by ¥42.4 billion, or 2.3%, to ¥1,878.0 billion from the previous fiscal year, due mainly to an increase in operating lease revenues and
revenues on disposition of lease vehicles, which was partially offset by negative foreign currency translation effects. Honda estimates that by applying Japanese yen exchange rates of the previous fiscal year to the current fiscal year, sales
revenue for the year would have increased by approximately ¥210.9 billion, or 11.5%, compared to the increase as reported of ¥42.4 billion, which includes negative foreign currency translation effects. Sales revenue including
intersegment sales increased by ¥41.5 billion, or 2.2%, to ¥1,891.2 billion from the previous fiscal year.



Operating costs and expenses increased by ¥62.4 billion, or 3.8%, to ¥1,712.8 billion from the previous fiscal year.
Cost of sales increased by ¥61.5 billion, or 4.0%, to ¥1,608.7 billion from the previous fiscal year, due mainly to an increase in costs attributable to increased operating lease revenues and revenues on disposition of lease
vehicles. Selling, general and administrative expenses increased by ¥0.9 billion, or 0.9%, to ¥104.1 billion.



Operating profit decreased by ¥20.9 billion, or 10.5%, to ¥178.4 billion from the previous fiscal year, due mainly to
increased selling, general and administrative expenses as well as negative foreign currency effects, which was partially offset by an increase in profit attributable to increased sales revenue.



Power Product and Other Businesses



Hondas consolidated unit sales of power products
totaled 6,121 thousand units, increased by 2.6% from the previous fiscal year, due mainly to an increase in consolidated unit sales in North America and Asia, which was partially offset by a decrease in Japan and Other Regions.



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Sales revenue from external customers decreased by ¥16.5 billion, or 5.0%, to
¥318.1 billion from the previous fiscal year, due mainly to negative foreign currency translation effects, which was partially offset by increased sales revenue in Other businesses. Honda estimates that by applying Japanese yen exchange
rates of the previous fiscal year to the current fiscal year, sales revenue for the year would have increased by approximately ¥9.4 billion, or 2.8%, compared to the decrease as reported of ¥16.5 billion, which includes negative
foreign currency translation effects. Sales revenue including intersegment sales decreased by ¥2.5 billion, or 0.7%, to ¥349.6 billion from the previous fiscal year.



Operating costs and expenses decreased by ¥24.0 billion, or 6.3%, to ¥359.3 billion from the
previous fiscal year. Cost of sales decreased by ¥20.5 billion, or 7.0%, to ¥275.4 billion, due mainly to a decrease in operating costs in Other businesses as well as the impact of pension plan amendments. Selling, general and
administrative expenses totaled to ¥57.4 billion basically unchanged from the previous fiscal year. Research and development expenses decreased by ¥3.4 billion, or 11.4%, to ¥26.4 billion, due mainly to a decrease in costs
attributable to the impact of pension plan amendments.



Operating loss was ¥9.6 billion, an improvement of ¥21.4 billion from the previous fiscal year, due mainly to a decrease in operating costs in Other businesses as well as the impact of
pension plan amendments, which was partially offset by negative foreign currency effects. In addition, operating loss of aircraft and aircraft engines included in the Power product and other businesses segment was ¥43.8 billion, an
improvement of ¥27.2 billion from the previous fiscal year.



Japan



Hondas consolidated unit sales in power product business operations in Japan decreased 17.1% from the previous fiscal year to 301 thousand units in fiscal year 2017 mainly due to a decline in
sales of OEM engines*and snow blowers, among other
factors.



|* | OEM (Original Equipment Manufacturer) engines: refers to engines installed on products sold under a third-party brand.
|- | ----------------------------------------------------------------------------------------------------------------------



North America



Hondas consolidated unit sales in North America
increased 5.9% from the previous fiscal year to 2,977 thousand units in fiscal year 2017. This was mainly attributable to an increase in sales of OEM engines and generators.



Europe



Hondas consolidated unit sales in Europe increased
2.7% from the previous fiscal year to 1,035 thousand units in the fiscal year 2017. This was mostly due to increases in sales of OEM engines and cordless trimmers.



Asia



Hondas consolidated unit sales in Asia increased 6.0% from the previous fiscal year to
1,430 thousand units in fiscal year 2017. This was mainly due to an increase in sales of OEM engines, despite a decrease in sales of water pumps and other factors.



Other Regions



Hondas consolidated unit sales in Other Regions
(including South America, the Middle East, Africa, Oceania and other areas) decreased 12.9% from the previous fiscal year to 378 thousand units in fiscal year 2017. This was mainly due to a decrease in sales of OEM engines.



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Geographical Information



Japan



In Japan, sales revenue from domestic and export sales
increased by ¥184.8 billion, or 4.7%, to ¥4,113.4 billion from the previous fiscal year, due mainly to an increase in sales revenue in the Automobile business and Financial services business. Operating profit was
¥104.5 billion, an increase of ¥203.2 billion from the previous fiscal year, due mainly to decreased selling, general and administrative expenses including product warranty expenses, an increase in profit attributable to increased
sales revenue and model mix as well as the impact of pension plan amendments, which was partially offset by increased research and development expenses as well as negative foreign currency effects.



North America



In North America, where the United States is the principal
market, sales revenue decreased by ¥439.0 billion, or 5.1%, to ¥8,098.0 billion from the previous fiscal year, due mainly to negative foreign currency translation effects, which was partially offset by an increase in sales revenue
in the Automobile business and Financial services business. Operating profit increased by ¥187.8 billion, or 89.1%, to ¥398.7 billion from the previous fiscal year, due mainly to decreased selling, general and administrative
expenses including product warranty expenses, continuing cost reduction as well as an increase in profit attributable to increased sales revenue and model mix, which was partially offset by negative foreign currency effects.



Europe



In Europe, sales revenue increased by
¥13.3 billion, or 1.7%, to ¥789.3 billion from the previous fiscal year, due mainly to an increase in sales revenue in the Automobile business, which was partially offset by negative foreign currency translation effects. Operating
profit decreased by ¥6.6 billion, or 35.4%, to ¥12.1 billion from the previous fiscal year, due mainly to increased expenses for incentives, which was partially offset by an increase in profit attributable to increased sales
revenue.



Asia



In Asia, sales revenue decreased by ¥79.3 billion,
or 2.2%, to ¥3,456.0 billion from the previous fiscal year, due mainly to negative foreign currency translation effects, which was partially offset by an increase in sales revenue in the Automobile business and Motorcycle business.
Operating profit decreased by ¥4.0 billion, or 1.2%, to ¥331.4 billion from the previous fiscal year, due mainly to and negative foreign currency effects, which was partially offset by continuing cost reduction as well as decreased
selling, general and administrative expenses including product warranty expenses.



Other Regions



In Other Regions, sales revenue decreased by ¥75.1 billion, or 9.3%, to ¥733.4 billion from the previous fiscal year, due mainly to a decrease in sales revenue in the Motorcycle business
as well as negative foreign currency translation effects. Operating profit was ¥29.0 billion, an increase of ¥37.3 billion from the previous fiscal year, due mainly to continuing cost reduction as well as decreased selling, general
and administrative expenses including product warranty expenses, which was partially offset by a decrease in profit attributable to decreased sales revenue and model mix as well as negative foreign currency effects.



Fiscal Year 2016 Compared with Fiscal Year 2015



Sales Revenue



Hondas consolidated sales revenue for the fiscal year
ended March 31, 2016, increased by ¥1,273.0 billion, or 9.6%, to ¥14,601.1 billion from the fiscal year ended March 31, 2015, due mainly to increased sales revenue in the Automobile business and Financial services
business operations. Honda estimates that by applying Japanese



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yen exchange rates of the previous fiscal year to the current fiscal year, sales revenue for the year would have increased by approximately ¥853.9 billion, or 6.4%, compared to the
increase as reported of ¥1,273.0 billion, which includes positive foreign currency translation effects.



Operating Costs and Expenses



Operating costs and expenses increased by ¥1,440.2 billion, or 11.4%, to ¥14,097.7 billion from the previous fiscal year. Cost of sales increased by ¥1,001.6 billion, or 9.7%,
to ¥11,332.3 billion from the previous fiscal year, due mainly to an increase in costs attributable to increased consolidated unit sales in the Automobile business. Selling, general and administrative expenses increased by
¥388.3 billion, or 22.6%, to ¥2,108.8 billion from the previous fiscal year, due mainly to increased product warranty expenses. Product warranty expenses include expenses related to airbag inflators. Research and development
expenses increased by ¥50.3 billion, or 8.3%, to ¥656.5 billion from the previous fiscal year.



Operating Profit



Operating profit decreased by ¥167.2 billion, or 24.9%, to ¥503.3 billion from the previous fiscal year, due mainly to an increase in selling, general and administrative expenses
including product warranty expenses and negative foreign currency effects, which was partially offset by an increase in profit attributable to increased sales revenue and model mix as well as continuing cost reduction. Honda estimates that by
excluding negative foreign currency effects of approximately ¥60.1 billion, operating profit would have decreased by approximately ¥107.0 billion.



With respect to the discussion above of the changes,
management identified factors and used what it believes to be a reasonable method to analyze the respective changes in such factors. Management analyzed changes in these factors at the levels of the Company and its material consolidated
subsidiaries. Foreign currency effects consist of translation adjustments, which come from the translation of the currency of foreign subsidiaries financial statements into Japanese yen, and foreign currency
adjustments, which result from foreign-currency-denominated transaction. With respect to foreign currency adjustments, management analyzed foreign currency adjustments primarily related to the following currencies: U.S. dollar,
Japanese yen and others at the level of the Company and its material consolidated subsidiaries. The estimates excluding the foreign currency effects are not on the same base as Hondas consolidated financial statements, and do not conform to
IFRS. Furthermore, Honda does not believe that these measures are substitute for the disclosure required by IFRS. However, Honda believes that such estimates excluding the foreign currency effects provides financial statements users with additional
useful information for understanding Hondas results.



Profit before Income Taxes



Profit before income taxes decreased by ¥170.7 billion, or 21.2%, to ¥635.4 billion. The main factors behind this
decrease, except factors relating to operating profit, are as follows:



Share of profit of investments accounted for using the equity method had a positive impact of ¥29.9 billion, due mainly to an increase in profit attributable to increased sales revenue at
affiliates and joint ventures in Asia, which was partially offset by a recognition of impairment loss on certain investments accounted for using the equity method.



Finance income and finance costs had a negative impact of
¥33.4 billion, due mainly to a decrease in gains on foreign exchange. For further details, see note (22) Finance Income and Finance Costs to the accompanying consolidated financial statements.



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Income Tax Expense



Income tax expense decreased by ¥16.0 billion, or
6.5%, to ¥229.0 billion from the previous fiscal year. The average effective tax rate increased 5.7 percentage points to 36.1% from the previous fiscal year. For further details, see (a) Income Tax Expense of note (23)
Income Taxes to the accompanying consolidated financial statements.



Profit for the Year



Profit for the year decreased by ¥154.7 billion, or 27.6%, to ¥406.3 billion from the previous fiscal year.



Profit for the Year Attributable to Owners of the Parent



Profit for the year attributable to owners of the parent
decreased by ¥164.9 billion, or 32.4%, to ¥344.5 billion from the previous fiscal year.



Profit for the Year Attributable to Non-controlling Interests



Profit for the year attributable to non-controlling interests increased by ¥10.1 billion,
or 19.7%, to ¥61.8 billion from the previous fiscal year, due mainly to an increase in profit for the year of the subsidiaries in Asia which have non-controlling interests.



Business Segments



Motorcycle Business



Hondas consolidated unit sales of motorcycles and all-terrain vehicles (ATVs) totaled 10,572 thousand units, decreased by 1.4% from the previous fiscal year, due mainly to a decrease in consolidated unit sales in Other Regions, which was partially offset by
increase in Asia.



Sales revenue from external
customers decreased by ¥41.2 billion, or 2.2%, to ¥1,805.4 billion from the previous fiscal year, due mainly to negative foreign currency translation effects. The impact of price changes was immaterial on sales revenue. Honda
estimates that by applying Japanese yen exchange rates of the previous fiscal year to the current fiscal year, sales revenue for the year would have increased by approximately ¥13.1 billion, or 0.7%, compared to the decrease as reported of
¥41.2 billion, which includes negative foreign currency translation effects.



Operating costs and expenses decreased by ¥30.8 billion, or 1.9%, to ¥1,623.6 billion from the previous fiscal year. Cost of sales decreased by ¥30.3 billion, or 2.3%, to
¥1,312.4 billion, due mainly to a decrease in costs attributable to decreased consolidated unit sales and positive foreign currency effects. Selling, general and administrative expenses decreased by ¥9.3 billion, or 4.0%, to
¥224.5 billion, due mainly to positive foreign currency effects. Research and development expenses increased by ¥8.8 billion, or 11.4%, to ¥86.6 billion.



Operating profit decreased by ¥10.3 billion, or
5.4%, to ¥181.7 billion from the previous fiscal year, due mainly to negative foreign currency effects, which was partially offset by continuing cost reduction.



Japan



Total industry demand for motorcycles in Japan*decreased by around 6% from the previous fiscal year to approximately
390 thousand units in fiscal year 2016.



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Hondas consolidated unit sales in Japan declined 9.5% from the previous fiscal year to
180 thousand units in fiscal year 2016, reflecting an overall decline in unit sales of scooter models, despite an increase in unit sales of the Tact 50cc scooter and certain other models.



|* | Source: JAMA (Japan Automobile Manufacturers Association)
|- | ---------------------------------------------------------



North America



Total demand for motorcycles and all-terrain vehicles (ATVs) in the United States*, the principal market within North America, increased around 2% from the previous year to approximately 720 thousand units in calendar year 2015.



Hondas consolidated unit sales in North America
increased 7.7% from the previous fiscal year to 308 thousand units in fiscal year 2016. This was mainly due to a sales increase of side-by-side (SxS) models,
centered on the new Pioneer 1000, and motorcycles, primarily in the United States.



|* | Source: MIC (Motorcycle Industry Council)
|- | -----------------------------------------

| | The total includes motorcycles and ATVs, but does not include side-by-side (SxS) models.
| | ----------------------------------------------------------------------------------------



Europe



Total demand for motorcycles in
Europe*increased around 9% from the previous year to
approximately 810 thousand units in calendar year 2015.



Hondas consolidated unit sales in Europe increased 6.8% from the previous fiscal year to 204 thousand units in fiscal year 2016, mostly as a result of robust sales of commuter models and the
launch of the new CRF1000L Africa Twinmodel.



|* | Based on Honda research. Only includes the following 10 countries: the United Kingdom, Germany, France, Italy, Spain, Switzerland, Portugal, the
Netherlands, Belgium and Austria.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Asia



Total demand for
motorcycles in Asia*decreased around 6% from the previous
year to approximately 39,140 thousand units in calendar year 2015.



Looking at market conditions by country, in calendar year 2015, demand in India increased about 1% from the previous year to approximately 16,120 thousand units. Demand in China decreased around 14%
from the previous year to approximately 9,200 thousand units. Demand in Indonesia decreased around 18% from the previous year to approximately 6,480 thousand units. Vietnam saw demand increase around 5% from the previous year to
approximately 2,840 thousand units. Demand in Thailand declined around 1% from the previous year to approximately 1,670 thousand units. Demand in Pakistan increased around 16% from the previous year to approximately 1,520 thousand
units.



Hondas consolidated unit sales in
Asia increased 2.0% from the previous fiscal year to 8,650 thousand units in fiscal year 2016. This was due in part to brisk sales of scooter models such as the Vision scooter in Vietnam, increased sales of the TMX125 Alphamodel
in the Philippines, as well as other factors.



Hondas consolidated unit sales do not include sales by P.T. Astra Honda Motor in Indonesia, which is a joint venture accounted for
using the equity method. P.T. Astra Honda Motors unit sales for fiscal year 2016 decreased around 9% from the previous fiscal year to approximately 4,450 thousand units due mainly to lackluster overall market conditions, despite steady
sales of the Vario series and other models.



|* | Based on Honda research. Only includes the following eight countries: Thailand, Indonesia, Malaysia, the Philippines, Vietnam, India, Pakistan and
China.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------



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Other Regions



Total demand for motorcycles in
Brazil*, the principal market within Other Regions,
declined about 17% from the previous year to approximately 1,190 thousand units in calendar year 2015, mainly due to an increase in unemployment and stricter lending standards for retail loans amid a continued worsening of economic conditions.



In Other Regions (including South America, the
Middle East, Africa, Oceania and other areas), Hondas consolidated unit sales decreased 21.7% from the previous fiscal year to 1,230 thousand units in fiscal year 2016, mainly reflecting an overall market slump in Brazil.



|* | Source: ABRACICLO (the Brazilian Association of Motorcycle, Moped, and Bicycle Manufacturers)
|- | ---------------------------------------------------------------------------------------------



Automobile Business



Hondas consolidated unit sales of automobiles totaled
3,636 thousand units, increased by 3.5% from the previous fiscal year, due mainly to an increase in consolidated unit sales in North America and Asia, which was partially offset by a decrease in Japan.



Sales revenue from external customers increased by
¥1,022.0 billion, or 10.6%, to ¥10,625.4 billion from the previous fiscal year, due mainly to increased consolidated unit sales. The impact of price changes was immaterial on sales revenue. Honda estimates that by applying Japanese
yen exchange rates of the previous fiscal year to the current fiscal year, sales revenue for the year would have increased by approximately ¥682.7 billion, or 7.1%, compared to the increase as reported of ¥1,022.0 billion, which
includes positive foreign currency translation effects. Sales revenue including intersegment sales increased by ¥1,009.8 billion, or 10.3%, to ¥10,767.6 billion from the previous fiscal year.



Operating costs and expenses increased by
¥1,136.2 billion, or 12.0%, to ¥10,614.3 billion from the previous fiscal year. Cost of sales increased by ¥708.6 billion, or 9.3%, to ¥8,350.5 billion, due mainly to an increase in costs attributable to increased
consolidated unit sales and negative foreign currency effects. Selling, general and administrative expenses increased by ¥385.9 billion, or 28.9%, to ¥1,723.7 billion, due mainly to increased product warranty expenses. Product
warranty expenses include expenses related to airbag inflators. Research and development expenses increased by ¥41.5 billion, or 8.3%, to ¥539.9 billion.



Operating profit decreased by ¥126.3 billion, or
45.2%, to ¥153.3 billion from the previous fiscal year, due mainly to increased selling, general and administrative expenses including product warranty expenses and negative foreign currency effect, which was partially offset by an increase
in profit attributable to increased sales revenue and model mix as well as continuing cost reduction.



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Proportion of retail unit sales by vehicle category:



|                                                                                                                                                                                                                                                                                                                                                                     |  |                            |    |   |      |  |    |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | -- | - | ---- |  | -- | -
|                                                                                                                                                                                                                                                                                                                                                                     |  | Fiscal year endedMarch 31, |   
|                                                                                                                                                                                                                                                                                                                                                                     |  | 2015                       |    |   | 2016 | 
|Passenger cars:                                                                                                                                                                                                                                                                                                                                                      |  |                            | 58 | % |      |  | 52 | %
|Accord, Accord Hybrid, Amaze, Brio, Brio Amaze, Brio Satya, City, Civic, Civic Tourer, Civic Type R, Crider, CR-Z, Fit/Jazz, Fit/Jazz
Hybrid, Freed, Freed Hybrid, Freed Spike, Freed Spike Hybrid, Grace, Grace Hybrid, Greiz, Honda Mobilio, Insight, Jade, Jade Hybrid, Legend Hybrid, Mobilio, Shuttle, Shuttle Hybrid, Spirior, Acura ILX, Acura RLX, Acura TLX |  |                            |    |   |      |  |    |  
|                                                                                                                                                                                                                                                                                                                                                                     |  |                           
|Light trucks:                                                                                                                                                                                                                                                                                                                                                        |  |                            | 33 | % |      |  | 41 | %
|BR-V, Crosstour, CR-V, Elysion, Odyssey, Odyssey Hybrid, Pilot, Step WGN, Vezel/HR-V, Vezel Hybrid, XR-V, Acura MDX, Acura RDX                                                                                                                                                                                                                                       |  |                            |    |   |      |  |    |  
|                                                                                                                                                                                                                                                                                                                                                                     |  |                           
|Mini vehicles:                                                                                                                                                                                                                                                                                                                                                       |  |                            | 9  | % |      |  | 7  | %
|Acty, N-BOX, N-BOX +, N-BOX Slash, N-ONE, N-WGN, S660, Vamos                                                                                                                                                                                                                                                                                                         |  |                            |    |   |      |  |    |  



Although there are various
factors that affect the profitability of each vehicle category, sales price is an important factor in determining profitability. In general, the weighted average sales price in the light trucks category is higher relative to the total average sales
price, while the weighted average sales price in the mini vehicles category, which is unique to the Japanese market, is relatively lower, although sales price varies from model to model.



In general, the contribution margin of the light trucks category tends to be higher relative to the total
weighted average contribution margin because the sales price is higher, while the contribution margin of the mini vehicles category tends to be relatively lower because the sales price is lower, although the level of contribution margin varies from
model to model. For example, in Japan and the United States, which are the main sales markets for our automobiles, the contribution margin of our light trucks category was approximately 35% higher, our passenger cars category was approximately 15%
lower and our mini vehicles category was approximately 60% lower than total weighted average contribution margin for the fiscal year ended March 31, 2016. It should be noted that we define contribution margin as an amount per unit of net sales
minus material cost, which is thought to increase in almost direct proportion to net sales volume.



Japan



Total demand for automobiles in Japan*1decreased around 7% from the previous fiscal year to approximately 4,930 thousand units in fiscal year 2016. This was greatly influenced by the impact of a tax increase on mini vehicles.



Hondas consolidated unit sales in
Japan decreased 11.8% from the previous fiscal year to 614 thousand units*2in fiscal year 2016. The main reason for the decline was a tax increase on mini vehicles. This was despite the positive effect from the introduction of new automobile models such as the Shuttle,
and a full model change of the Step WGN, and other factors.



Hondas unit production of automobiles in fiscal year 2016 decreased 12.3% from the previous fiscal year to 761 thousand units. This was mainly due to the negative effect of a decline in unit
sales in Japan, which more than offset an increase in export volume.



|*1 | Source: JAMA (Japan Automobile Manufacturers Association), as measured by the number of regular vehicle registrations (661cc or higher) and mini
vehicles (660cc or lower)
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|*2 | Certain sales of automobiles that are financed with residual value type auto loans by our Japanese finance subsidiaries and sold through our
consolidated subsidiaries are accounted for as operating leases in conformity with IFRS and are not included in consolidated sales revenue to external customers in the Automobile business. Accordingly, they are not included in consolidated unit
sales.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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North America



Total industry demand for automobiles
in the United States*, the principal market within North
America, rose around 6% from the previous year to approximately 17,470 thousand units in calendar year 2015. This was mainly attributable to a continued recovery in economic conditions, including the positive effects of an improvement in
employment conditions, a gradual rise in housing starts, and a continued increase in personal consumption, as well as a surge in light truck sales as a result of lower gasoline prices.



Under these conditions, Hondas consolidated unit sales in North America increased 10.2% from the previous
fiscal year to 1,929 thousand units in fiscal year 2016. This increase was mainly attributable to the effect of launching the new HR-V model, and brisk sales of the CR-V and Civic models.



Honda manufactured 1,919 thousand units in fiscal year 2016, an increase of 6.0% from the previous fiscal year. This increase mainly reflected an increase in unit production at Hondas plants in
the United States and Canada, primarily to cope with brisk sales of CR-V and Civic models, and increased production of HR-V model at the plant in
Mexico.



|* | Source: Autodata
|- | ----------------



Europe



Total demand for automobiles in Europe*increased about 9% from the previous year to approximately 14,200 thousand units in calendar year 2015, mainly
driven by the gradual recovery in economic conditions.



Hondas consolidated unit sales in Europe increased 6.8% from the previous fiscal year to 172 thousand units in fiscal year 2016. This was mainly due to the positive effect of launching the new
HR-V model.



Unit production at Hondas U.K. plant in fiscal year 2016 was roughly level with the previous fiscal year at 115 thousand units.



|* | Source: ACEA (Association des Constructeurs Europeens dAutomobiles (the European Automobile Manufacturers Association)) New passenger car
registrations cover 28 EU countries and three EFTA countries.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Asia



Total demand for automobiles in Asia increased around 3% from the previous year to approximately 7,090 thousand units*1in calendar year 2015. This was mainly due to a recovery in demand in India despite a moderate slowdown in Indonesia.
Total demand for automobiles in China increased about 5% from the previous calendar year to approximately 24,590 thousand units*2.



Hondas consolidated unit sales in Asia outside Japan increased 5.2% from the previous fiscal year to 670 thousand units in
fiscal year 2016. This increase was mainly attributable to brisk sales of the HR-V in Malaysia and Indonesia, the launch of the new Mobilio model in the Philippines, and the effect of launching
the new BR-V model in Indonesia.



Hondas consolidated unit sales do not include unit sales of Dongfeng Honda Automobile Co., Ltd. and Guangqi Honda Automobile Co., Ltd., both of which are joint ventures accounted for using the
equity method in China. Unit sales in China increased 33.5% from the previous fiscal year to 1,053 thousand units in fiscal year 2016. The increase was mainly attributable to strong sales of the
XR-V and Vezel models.



Hondas unit production by consolidated subsidiaries in Asia increased 3.0% from the previous fiscal year to 718 thousand units*3in fiscal year 2016.



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Meanwhile, unit production by Chinese joint ventures Dongfeng Honda Automobile Co., Ltd. and
Guangqi Honda Automobile Co., Ltd. increased 29.5% from the previous fiscal year to 1,049 thousand units in fiscal year 2016.



|*1 | The total is based on Honda research and includes the following eight countries: Thailand, Indonesia, Malaysia, the Philippines, Vietnam, Taiwan, India
and Pakistan.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*2 | Source: CAAM (China Association of Automobile Manufacturers)
|-- | ------------------------------------------------------------

|*3 | The total includes the following nine countries: China, Thailand, Indonesia, Malaysia, the Philippines, Vietnam, Taiwan, India and Pakistan.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------



Other Regions



Total industry demand for automobiles
in Brazil*, the principal market within Other Regions,
decreased around 26% from the previous year to approximately 2,480 thousand units in calendar year 2015. The decrease resulted mainly from a deterioration in the unemployment rate and an increase in loan interest rates amid continued difficult
economic conditions and a downturn due to the termination of the tax reduction program for manufactured products (IPI (Imposto Sobre Produtos Industrializados)).



In Other Regions (including South America, the Middle East,
Africa, Oceania and other areas), Hondas consolidated unit sales decreased 6.7% from the previous fiscal year to 251 thousand units in fiscal year 2016. This result was due to a decrease in sales mainly in the Middle East, which was more
than offset brisk sales of the HR-Vmodel in Brazil and other factors.



Unit production at Hondas plant in Brazil increased 7.5% from the previous fiscal year to 144 thousand units in fiscal year
2016.



|* | Source: ANFAVEA (Associação Nacional dos Fabricantes de Veiculos Automotores (the Brazilian Automobile Association)) Includes passenger
cars and light commercial vehicles.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Financial Services Business



To support the sale of its products, Honda provides retail lending and leasing to customers and wholesale financing to dealers through its
finance subsidiaries in Japan, the United States, Canada, the United Kingdom, Germany, Brazil and Thailand.



Total amount of receivables from financial services and equipment on operating leases of finance subsidiaries on March 31, 2016
decreased by ¥332.7 billion, or 3.7%, to ¥8,686.1 billion from the March 31, 2015. Honda estimates that by applying Japanese yen exchange rates of the previous fiscal year to the current fiscal year, total amount of
receivables from financial services and equipment on operating leases of finance subsidiaries as of March 31, 2016 would have increased by approximately ¥236.0 billion, or 2.6%, compared to the decrease as reported of
¥332.7 billion, which includes negative foreign currency translation effects.



Sales revenue from external customers increased by ¥280.0 billion, or 18.0%, to ¥1,835.6 billion from the previous fiscal year, due mainly to an increase in operating lease revenues and
revenues on disposition of lease vehicles. Honda estimates that by applying Japanese yen exchange rates of the previous fiscal year to the current fiscal year, sales revenue for the year would have increased by approximately ¥151.1 billion,
or 9.7%, compared to the increase as reported of ¥280.0 billion, which includes positive foreign currency translation effects. Sales revenue including intersegment sales increased by ¥281.7 billion, or 18.0%, to
¥1,849.7 billion from the previous fiscal year.



Operating costs and expenses increased by ¥285.0 billion, or 20.9%, to ¥1,650.3 billion from the previous fiscal year. Cost of sales increased by ¥275.2 billion, or 21.6%, to
¥1,547.1 billion from the previous fiscal year,



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due mainly to an increase in costs attributable to increased operating lease revenues and revenues on disposition of lease vehicles. Selling, general and administrative expenses increased by
¥9.7 billion, or 10.4%, to ¥103.1 billion.



Operating profit decreased by ¥3.2 billion, or 1.6%, to ¥199.3 billion from the previous fiscal year, due mainly to increased selling, general and administrative expenses.



Power Product and Other Businesses



Hondas consolidated unit sales of power products
totaled 5,965 thousand units, decreased by 0.3% from the previous fiscal year, due mainly to a decrease in consolidated unit sales in Europe, which was partially offset by an increase in North America.



Sales revenue from external customers increased by
¥12.1 billion, or 3.8%, to ¥334.7 billion from the previous fiscal year, due mainly to increased sales revenue in Other businesses. Honda estimates that by applying Japanese yen exchange rates of the previous fiscal year to the
current fiscal year, sales revenue for the year would have increased by approximately ¥6.8 billion, or 2.1%, compared to the increase as reported of ¥12.1 billion, which includes positive foreign currency translation effects. Sales
revenue including intersegment sales increased by ¥5.3 billion, or 1.5%, to ¥352.2 billion from the previous fiscal year.



Operating costs and expenses increased by ¥32.5 billion, or 9.3%, to ¥383.3 billion from the previous fiscal year. Cost
of sales increased by ¥30.6 billion, or 11.5%, to ¥296.0 billion, due mainly to an increase in operating costs in Other businesses. Selling, general and administrative expenses increased by ¥1.9 billion, or 3.6%, to
¥57.4 billion. Research and development expenses totaled to ¥29.8 billion basically unchanged from the previous fiscal year.



Operating loss was ¥31.1 billion, an increase of ¥27.2 billion from the previous fiscal year, due mainly to an increase
in operating costs in Other businesses.



|* | Aircraft and aircraft engines which began deliveries in December 2015 are included in the Power product and other businesses segment.
|- | -------------------------------------------------------------------------------------------------------------------------------------



Japan



Hondas consolidated unit sales in
power product business operations in Japan increased 7.4% from the previous fiscal year to 363 thousand units in fiscal year 2016. This was mainly due to an increase in sales of OEM
engines*, which more than offset a decline in sales of
snow blowers and other models.



|* | OEM (Original Equipment Manufacturer) engines: refers to engines installed on products sold under a third-party brand.
|- | ----------------------------------------------------------------------------------------------------------------------



North America



Hondas consolidated unit sales in North America
increased 3.9% from the previous fiscal year to 2,811 thousand units in fiscal year 2016. This was mainly attributable to an increase in sales of generators, lawn mowers, and OEM engines.



Europe



Hondas consolidated unit sales in Europe decreased 7.6% from the previous fiscal year to 1,008 thousand units in fiscal year
2016. This was mostly due to a decline in sales of OEM engines.



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Asia



Hondas consolidated unit sales in Asia decreased 2.4% from the previous fiscal year to 1,349 thousand units in fiscal year
2016. The main reason was a decrease in sales of OEM engines, despite an increase in sales of water pumps and other factors.



Other Regions



Hondas consolidated unit sales in Other Regions (including South America, the Middle East, Africa, Oceania and other areas)
decreased 7.1% from the previous fiscal year to 434 thousand units in fiscal year 2016. This was mainly due to a decrease in sales of OEM engines.



Geographical Information



Japan



In Japan, sales revenue from domestic and export sales was ¥3,928.5 billion basically unchanged from the previous fiscal year,
due mainly to an increase in sales revenue in the Financial services business, which was partially offset by a decrease in sales revenue in the Automobile business. Operating loss was ¥98.7 billion, a decrease in operating profit of
¥308.8 billion from the previous fiscal year, due mainly to increased selling, general and administrative expenses including product warranty expenses and a decrease in profit attributable to decreased sales revenue and model mix, which was
partially offset by positive foreign currency effects.



North America



In North America, where the United States is the principal market, sales revenue increased by ¥1,336.2 billion, or 18.6%, to
¥8,537.0 billion from the previous fiscal year, due mainly to an increase in sales revenue in the Automobile business and Financial services business. Operating profit increased by ¥29.3 billion, or 16.2%, to
¥210.8 billion from the previous fiscal year, due mainly to an increase in profit attributable to increased sales revenue and model mix, which was partially offset by increased selling, general and administrative expenses including product
warranty expenses and negative foreign currency effects.



Europe



In Europe, sales revenue increased by ¥52.1 billion, or 7.2%, to ¥776.0 billion from the previous fiscal year, due
mainly to an increase in sales revenue in the Automobile business. Operating profit was ¥18.7 billion, an increase of ¥41.3 billion from the previous fiscal year, due mainly to an increase in profit attributable to increased sales
revenue and model mix, which was partially offset by increased selling, general and administrative expenses and negative foreign currency effects.



Asia



In Asia, sales revenue increased by ¥206.8 billion, or 6.2%, to ¥3,535.3 billion from the previous fiscal year, due
mainly to an increase in sales revenue in the Automobile business and Motorcycle business. Operating profit increased by ¥56.6 billion, or 20.3%, to ¥335.5 billion from the previous fiscal year, due mainly to continuing cost
reduction, increased profit attributable to increased sales revenue and model mix and positive foreign currency effects, which was partially offset by increased selling, general and administrative expenses.



Other Regions



In Other Regions, sales revenue decreased by
¥141.6 billion, or 14.9%, to ¥808.6 billion from the previous fiscal year, due mainly to a decrease in sales revenue in the Motorcycle business. Operating loss was ¥8.3 billion, a decrease of ¥48.4 billion from
the previous fiscal year, due mainly to increased selling, general and administrative expenses and negative foreign currency effects, which was partially offset by continuing cost reduction.



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Significant Factors Affecting Our Results of Operations



Loss related to airbag inflators



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



Provisions recorded for the above warranty
programs accrued during the period for the years ended March 31, 2015 and 2016 are approximately ¥120.0 billion and approximately ¥436.0 billion, respectively.



Application of Critical Accounting Policies



Critical accounting policies are those which require us to
apply the most difficult, subjective or complex judgments, often requiring us to make estimates about the effect of matters that are inherently uncertain and which may change in subsequent periods, or for which the use of different estimates that
could have reasonably been used in the current period would have had a material impact on the presentation of our financial position and results of operations. Further changes in the economic environment surrounding us, effects by market conditions,
effects of currency fluctuations or other factors have combined to increase the uncertainty inherent in such estimates and assumptions.



The following is not intended to be a comprehensive list of all our accounting policies. Our significant accounting policies are described
in note (3) Significant Accounting Policies to the accompanying consolidated financial statements.



We have identified the following critical accounting policies with respect to our financial presentation.



Product Warranty



We warrant our products for specific periods of time. We
also provide specific warranty programs, including product recalls, as needed. Product warranties vary depending upon the nature of the product, the geographic location of their sales and other factors.



We recognize costs for general warranties on products we sell
and for specific warranty programs, including product recalls. We recognize general estimated warranty costs at the time products are sold to customers. We also recognize specific estimated warranty program costs when it is probable that an outflow
of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Estimated warranty costs are provided based on historical warranty claim experience with
consideration given to the expected level of future warranty costs, including current sales trends, the expected number of units to be affected and the estimated average repair cost per unit for warranty claims. Our products contain certain parts
manufactured by third party suppliers that typically warrant these parts.



We believe our provision for product warranties is a critical accounting estimate because changes in the calculation can materially affect profit for the year attributable to owners of the
parent, and require us to estimate the frequency and amounts of future claims, which are inherently uncertain.



Our policy is to continuously monitor warranty cost accruals to determine the adequacy of the accrual. Therefore, warranty expense
accruals are maintained at an amount we deem adequate to cover estimated warranty expenses.



Actual claims incurred in the future may differ from the original estimates, which may result in material revisions to the warranty expense accruals.



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The changes in the provision for those product warranties and sales revenue for the years
ended March 31, 2015, 2016 and 2017 are as follows:



|                                                       |  |                |            |   |      |   |            |      |  |   |            |  
|------------------------------------------------------ |  | -------------- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                                       |  | Yen (millions) |           
|                                                       |  | 2015           |            |   | 2016 |   |            | 2017 | 
|Provisions for product warranties                      |  |                |            |   |      |   |            |      |  |   |            |  
|Balance at beginning of year                           |  | ¥              | 274,231    |   |      | ¥ | 421,523    |      |  | ¥ | 727,441    |  
|Provision*                                             |  |                | 295,035    |   |      |   | 607,646    |      |  |   | 198,016    |  
|Charge-offs                                            |  |                | (156,787   | ) |      |   | (257,574   | )    |  |   | (341,416   | )
|Reversal                                               |  |                | (12,171    | ) |      |   | (12,907    | )    |  |   | (54,324    | )
|Exchange differences on translating foreign operations |  |                | 21,215     |   |      |   | (31,247    | )    |  |   | (9,587     | )
|                                                       |  |                |            |   |      |   |            |      |  |   |            |  
|Balance at end of year                                 |  | ¥              | 421,523    |   |      | ¥ | 727,441    |      |  | ¥ | 520,130    |  
|                                                       |  |                |            |   |      |   |            |      |  |   |            |  
|Sales revenue                                          |  | ¥              | 13,328,099 |   |      | ¥ | 14,601,151 |      |  | ¥ | 13,999,200 |  



|* | Provisions for product warranties accrued during the period for the years ended March 31, 2015, 2016 and 2017 are ¥295.0 billion,
¥607.6 billion and ¥198.0 billion, respectively, due mainly to the future warranty costs for product recalls in the Automobile business.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Credit Losses



Our finance subsidiaries provide retail lending and leasing
to customers and wholesale financing to dealers primarily to support sales of our products. Honda includes retail and finance lease receivables (consumer finance receivables) derived from those services in receivables from financial
services, and operating leases are classified as equipment on operating leases. Honda also includes wholesale receivables in receivables from financial services.



Credit losses are an expected cost of extending credit. The
majority of the credit risk is with consumer financing and to a lesser extent with dealer financing. Credit risk on consumer finance receivables can be affected by general economic conditions. Adverse changes such as a rise in unemployment rates can
increase the likelihood of defaults. Declines in used vehicle prices can reduce the amount of recoveries on repossessed collateral. Exposure to credit risk on consumer finance receivables is managed by monitoring and adjusting underwriting
standards, which affect the level of credit risk that is assumed, pricing contracts for expected losses, and focusing collection efforts to minimize losses.



Our finance subsidiaries are also exposed to credit risk on equipment on operating leases. A portion of our finance subsidiaries
operating leases are expected to terminate prior to their scheduled maturities when lessees default on their contractual obligations. Losses are generally realized upon the disposition of the repossessed operating lease vehicles. The factors
affecting credit risk on operating leases and management of the risk are similar to that of consumer finance receivables.



Credit risk on dealer finance receivables is affected primarily by the financial strength of the dealers within the portfolio, the value
of collateral securing the financings, and economic factors that could affect the creditworthiness of dealers. Exposure to credit risk in dealer financing is managed by performing comprehensive reviews of dealers prior to establishing financing
arrangements and monitoring the payment performance and creditworthiness of dealers with existing financing arrangements on an ongoing basis.



The allowance for credit losses is managements estimate of probable losses incurred on receivables from financial services.
Estimated losses on past due operating lease rental payments are also recognized with an allowance for credit losses. Our finance subsidiaries evaluate these estimates, at minimum, on a quarterly basis.



Consumer finance receivables are collectively evaluated for
impairment. Delinquencies and losses are monitored on an ongoing basis and this historical experience provides the primary basis for estimating the



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allowance. Various methodologies are utilized when estimating the allowance for credit losses including models that incorporate vintage loss and delinquency migration analysis. The models take
into consideration attributes of the portfolio including loan-to-value ratios, internal and external credit scores, collateral types, and loan terms. Market and economic
factors such as used vehicle prices, unemployment rates, and consumer debt service burdens are also incorporated into these models. Estimated losses on operating leases expected to terminate early due to lessee defaults are also determined
collectively, consistent with the methodologies used for consumer finance receivables.



Dealer finance receivables are individually evaluated for impairment when specifically identified as impaired. Dealer finance receivables are considered to be impaired when it is probable that our finance
subsidiaries will be unable to collect all amounts due according to the original terms of the loan. The determination of whether dealer finance receivables are impaired is based on evaluations of dealership payment history, financial condition and
cash flows, and their ability to perform under the terms of the loans. Dealer finance receivables that have not been specifically identified as impaired are collectively evaluated for impairment.



We believe our allowance for credit losses and impairment
losses on operating leases is a critical accounting estimate because it requires significant judgment about inherently uncertain items. Our finance subsidiaries regularly review the adequacy of the allowance for credit losses and
impairment losses on operating leases. The estimates are based on information available at the end of each reporting period. However, actual losses may differ from the original estimates as a result of actual results varying from those assumed in
our estimates.



As an example of the sensitivity
of the allowance calculation, the following scenario demonstrates the impact that a deviation in one of the primary factors estimated as part of our allowance calculation would have on the provision and allowance for credit losses. If we had
experienced a 10% increase in net charge-offs during fiscal year 2017, the provision for fiscal year 2017 and the allowance balance at the end of fiscal year 2017 would have increased by approximately ¥5.6 billion and ¥3.1 billion,
respectively. Note that this sensitivity analysis may be asymmetric and is specific to the base conditions in fiscal year 2017.



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Additional Narrative of the Change in Credit Loss



The following tables summarize our allowance for credit
losses on receivables from financial services:



|                                                                                 |  |                |           |   |              |   |         |           |  |   |         |    |  |   |           |  
|-------------------------------------------------------------------------------- |  | -------------- | --------- | - | ------------ | - | ------- | --------- |  | - | ------- | -- |  | - | --------- | -
|                                                                                 |  | Yen (millions) |          
|For the year ended March 31, 2015                                                |  | Retail         |           |   | Financelease |   |         | Wholesale |  |   | Total   |   
|Allowance for credit losses                                                      |  |                |           |   |              |   |         |           |  |   |         |    |  |   |           |  
|Balance at beginning of year                                                     |  | ¥              | 21,970    |   |              | ¥ | 636     |           |  | ¥ | 2,594   |    |  | ¥ | 25,200    |  
|Provision                                                                        |  |                | 18,213    |   |              |   | 349     |           |  |   | (202    | )  |  |   | 18,360    |  
|Charge-offs                                                                      |  |                | (26,673   | ) |              |   | (620    | )         |  |   | (385    | )  |  |   | (27,678   | )
|Recoveries                                                                       |  |                | 9,101     |   |              |   | 131     |           |  |   | 27      |    |  |   | 9,259     |  
|Exchange differences on translating foreign operations                           |  |                | 38        |   |              |   | 3       |           |  |   | (144    | )  |  |   | (103      | )
|                                                                                 |  |                |           |   |              |   |         |           |  |   |         |    |  |   |           |  
|Balance at end of year                                                           |  | ¥              | 22,649    |   |              | ¥ | 499     |           |  | ¥ | 1,890   |    |  | ¥ | 25,038    |  
|                                                                                 |  |                |           |   |              |   |         |           |  |   |         |    |  |   |           |  
|Ending balance of receivables from financial services                            |  | ¥              | 4,901,918 |   |              | ¥ | 260,543 |           |  | ¥ | 556,735 |    |  | ¥ | 5,719,196 |  
|Average balance of receivables from financial services                           |  | ¥              | 4,732,809 |   |              | ¥ | 295,315 |           |  | ¥ | 526,817 |    |  | ¥ | 5,554,941 |  
|Net charge-offs as a % of average balance of receivables from financial services |  |                | 0.37      | % |              |   | 0.17    | %         |  |   | 0.07    | %  |  |   | 0.33      | %
|Allowance as a % of ending balance of receivables from financial services        |  |                | 0.46      | % |              |   | 0.19    | %         |  |   | 0.34    | %  |  |   | 0.44      | %
|                                                                                 | 
|                                                                                 |  | Yen (millions) |          
|For the year ended March 31, 2016                                                |  | Retail         |           |   | Financelease |   |         | Wholesale |  |   | Total   |   
|Allowance for credit losses                                                      |  |                |           |   |              |   |         |           |  |   |         |    |  |   |           |  
|Balance at beginning of year                                                     |  | ¥              | 22,649    |   |              | ¥ | 499     |           |  | ¥ | 1,890   |    |  | ¥ | 25,038    |  
|Provision                                                                        |  |                | 24,148    |   |              |   | 457     |           |  |   | 769     |    |  |   | 25,374    |  
|Charge-offs                                                                      |  |                | (31,258   | ) |              |   | (268    | )         |  |   | (64     | )  |  |   | (31,590   | )
|Recoveries                                                                       |  |                | 8,839     |   |              |   | 107     |           |  |   | 98      |    |  |   | 9,044     |  
|Exchange differences on translating foreign operations                           |  |                | (2,078    | ) |              |   | (33     | )         |  |   | (190    | )  |  |   | (2,301    | )
|                                                                                 |  |                |           |   |              |   |         |           |  |   |         |    |  |   |           |  
|Balance at end of year                                                           |  | ¥              | 22,300    |   |              | ¥ | 762     |           |  | ¥ | 2,503   |    |  | ¥ | 25,565    |  
|                                                                                 |  |                |           |   |              |   |         |           |  |   |         |    |  |   |           |  
|Ending balance of receivables from financial services                            |  | ¥              | 4,227,816 |   |              | ¥ | 227,502 |           |  | ¥ | 589,889 |    |  | ¥ | 5,045,207 |  
|Average balance of receivables from financial services                           |  | ¥              | 4,564,867 |   |              | ¥ | 244,023 |           |  | ¥ | 573,312 |    |  | ¥ | 5,382,202 |  
|Net charge-offs as a % of average balance of receivables from financial services |  |                | 0.49      | % |              |   | 0.07    | %         |  |   | (0.01   | )% |  |   | 0.42      | %
|Allowance as a % of ending balance of receivables from financial services        |  |                | 0.53      | % |              |   | 0.33    | %         |  |   | 0.42    | %  |  |   | 0.51      | %



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|                                                                                 |  |                |           |   |              |   |         |           |  |   |         |   |  |   |           |  
|-------------------------------------------------------------------------------- |  | -------------- | --------- | - | ------------ | - | ------- | --------- |  | - | ------- | - |  | - | --------- | -
|                                                                                 |  | Yen (millions) |          
|For the year ended March 31, 2017                                                |  | Retail         |           |   | Financelease |   |         | Wholesale |  |   | Total   |  
|Allowance for credit losses                                                      |  |                |           |   |              |   |         |           |  |   |         |   |  |   |           |  
|Balance at beginning of year                                                     |  | ¥              | 22,300    |   |              | ¥ | 762     |           |  | ¥ | 2,503   |   |  | ¥ | 25,565    |  
|Provision                                                                        |  |                | 29,870    |   |              |   | 338     |           |  |   | (278    | ) |  |   | 29,930    |  
|Charge-offs                                                                      |  |                | (33,045   | ) |              |   | (287    | )         |  |   | (382    | ) |  |   | (33,714   | )
|Recoveries                                                                       |  |                | 8,487     |   |              |   | 69      |           |  |   | 3       |   |  |   | 8,559     |  
|Exchange differences on translating foreign operations                           |  |                | 1,255     |   |              |   | (73     | )         |  |   | (23     | ) |  |   | 1,159     |  
|                                                                                 |  |                |           |   |              |   |         |           |  |   |         |   |  |   |           |  
|Balance at end of year                                                           |  | ¥              | 28,867    |   |              | ¥ | 809     |           |  | ¥ | 1,823   |   |  | ¥ | 31,499    |  
|                                                                                 |  |                |           |   |              |   |         |           |  |   |         |   |  |   |           |  
|Ending balance of receivables from financial services                            |  | ¥              | 4,199,715 |   |              | ¥ | 184,339 |           |  | ¥ | 608,549 |   |  | ¥ | 4,992,603 |  
|Average balance of receivables from financial services                           |  | ¥              | 4,100,161 |   |              | ¥ | 195,750 |           |  | ¥ | 568,024 |   |  | ¥ | 4,863,935 |  
|Net charge-offs as a % of average balance of receivables from financial services |  |                | 0.60      | % |              |   | 0.11    | %         |  |   | 0.07    | % |  |   | 0.52      | %
|Allowance as a % of ending balance of receivables from financial services        |  |                | 0.69      | % |              |   | 0.44    | %         |  |   | 0.30    | % |  |   | 0.63      | %



The following table provides
information related to losses on operating leases due to customer defaults:



|                                                                              |  |                |       |  |      |   |       |      |  |   |       | 
|----------------------------------------------------------------------------- |  | -------------- | ----- |  | ---- | - | ----- | ---- |  | - | ----- | 
|                                                                              |  | Yen (millions) |      
|                                                                              |  | 2015           |       |  | 2016 |   |       | 2017 | 
|Provision for credit losses on past due lease payments under operating leases |  | ¥              | 1,869 |  |      | ¥ | 2,141 |      |  | ¥ | 2,493 | 
|Impairment losses on operating leases due to early termination                |  | ¥              | 4,077 |  |      | ¥ | 5,486 |      |  | ¥ | 7,987 | 



Fiscal Year 2017 Compared with Fiscal
Year 2016



The provision for credit
losses on receivables from financial services for the fiscal year ended March 31, 2017 increased by ¥4.5 billion, or 18.0%, from the fiscal year ended March 31, 2016. Net charge-offs of receivables from financial services for the
fiscal year ended March 31, 2017 increased by ¥2.6 billion, or 11.6%, from the fiscal year ended March 31, 2016. The increase in the provision for credit losses and net charge-offs was attributable to higher default frequencies
and loss severities on receivables due in part to the increase in the volume of retail loans with longer terms in our North American finance subsidiaries. Impairment losses on operating leases due to early termination for the fiscal year ended
March 31, 2017 increased by ¥2.5 billion, or 45.6%, from the fiscal year ended March 31, 2016 primarily due to the growth in equipment on operating leases in our North American finance subsidiaries.



Fiscal Year 2016 Compared with Fiscal Year 2015



The provision for credit losses on receivables from
financial services for the fiscal year ended March 31, 2016 increased by ¥7.0 billion, or 38.2%, from the fiscal year ended March 31, 2015. Net charge-offs of receivables from financial services for the fiscal year ended
March 31, 2016 increased by ¥4.1 billion, or 22.4%, from the fiscal year ended March 31, 2015. The increase in the provision for credit losses and net charge-offs was attributable to higher loss severities on receivables in our
North American finance subsidiaries. Impairment losses on operating leases due to early termination for the fiscal year ended March 31, 2016 increased by ¥1.4 billion, or 34.6%, from the fiscal year ended March 31, 2015 due to the
growth in equipment on operating leases in our North American finance subsidiaries.



Losses on Lease Residual Values



Our finance subsidiaries in North America determine contractual residual values of lease vehicles at lease inception based on expectations of end of term used vehicle values, taking into consideration
external industry



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data and our own historical experience. Lease customers have the option at the end of the lease term to return the vehicle to the dealer or to buy the vehicle for the contractual residual value
(or if purchased prior to lease maturity, for the outstanding contractual balance). Returned lease vehicles can be purchased by the grounding dealer for the contractual residual value (or if purchased prior to lease maturity, for the outstanding
contractual balance) or a market based price. Returned lease vehicles that are not purchased by the grounding dealers are sold through online and physical auctions. We are exposed to risk of loss on the disposition of returned lease vehicles when
the proceeds from the sale of the vehicles are less than the contractual residual values at the end of the lease term.



We assess our estimates for end of term market values of lease vehicles, at minimum, on a quarterly basis. The primary factors affecting
the estimates are the percentage of leased vehicles that we expect to be returned by the lessee at the end of lease term and expected loss severities. Factors considered in this evaluation include, among other factors, economic conditions,
historical trends, and market information on new and used vehicles. For operating leases, adjustments to estimated residual values are made on a straight-line basis over the remaining term of the lease and are recognized as depreciation expense. For
finance leases, if there is an objective evidence that recognition of losses on lease residual values is needed, downward adjustments for declines in estimated residual values are recognized as a loss on lease residual values in the period in which
the estimate changed.



We also review our
equipment on operating leases for impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. If impairment conditions are met, impairment losses are measured by the amount carrying values
exceed their recoverable amounts.



We believe that
our estimated losses on lease residual values and impairment losses are a critical accounting estimate because it is highly susceptible to market volatility and requires us to make assumptions about future economic trends and lease
residual values, which are inherently uncertain. We believe that the assumptions used are appropriate. However, actual losses incurred may differ from original estimates as a result of actual results varying from those assumed in our estimates.



If future auction values for all Honda and Acura
vehicles in our North American operating lease portfolio as of March 31, 2017 were to decrease by approximately ¥10,000 per unit from our present estimates, holding all other assumptions constant, the total impact would be an increase in
depreciation expense by approximately ¥6.6 billion, which would be recognized over the remaining lease terms. Similarly, if future return rates for our existing portfolio of all Honda and Acura vehicles were to increase by one percentage
point from our present estimates, the total impact would be an increase in depreciation expense by approximately ¥1.2 billion, which would be recognized over the remaining lease terms. Note that this sensitivity analysis may be asymmetric
and is specific to the base conditions in fiscal year 2017. Also, declines in auction values are likely to have a negative effect on return rates which could affect the sensitivities.



Post-employment Benefits



We have various pension plans covering substantially all of our employees in Japan and certain employees in foreign countries. Defined
benefit obligations and defined benefit costs are based on assumptions of many factors, including the discount rate and the rate of salary increase. The discount rate is determined by reference to market yields at the end of the reporting period on
high quality corporate bonds that is consistent with the currency and estimated term of the post-employment benefit obligations. The rate of salary increase reflects our actual experience as well as near-term outlook. Our assumed discount rate and
rate of salary increase for Japanese plans as of March 31, 2017 were 0.8% and 1.7%, respectively. Our assumed discount rate and rate of salary increase for foreign plans as of March 31, 2017 were 2.8 - 4.4% and 2.5 - 3.0%, respectively.



We believe that the accounting estimates related
to our pension plans are a critical accounting estimate because changes in these estimates can materially affect our financial position and results of operations.



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We believe that the assumptions currently used are appropriate. However, changes in
assumptions could affect our defined benefit costs and obligations, including our cash requirements to fund such obligations in the future. Actual results may differ from our assumptions, and the difference is recognized in other comprehensive
income when it is incurred and reclassified immediately to retained earnings.



For information on the effect of change in the assumed discount rate on our defined benefit obligations, see 4) Sensitivity analysis of note (18) Employee Benefits to the
accompanying consolidated financial statements.



Deferred Tax
Assets



We consider the probability that a
portion of or all of the deductible temporary differences, carryforward of unused tax losses and carryforward of unused tax credit can be utilized against future taxable profits in the recognition of deferred tax assets. In assessing recoverability
of deferred tax assets, we consider the scheduled reversal of deferred tax liabilities, projected future taxable profit and tax planning strategies.



We believe that our accounting for the deferred tax assets is a critical accounting estimate because it requires us to
evaluate and assess the probability of future taxable profit and our business plan, which are inherently uncertain.



Based upon the level of historical taxable profit and projections for future taxable profit over the periods for which the deferred tax
assets are deductible, we believe it is probable that we will utilize the benefits of these deferred tax assets as of March 31, 2016 and 2017. Uncertainty of estimates of future taxable profit could increase due to changes in the economic
environment surrounding us, effects by market conditions, effects of currency fluctuations or other factors.



New Accounting Pronouncements Not Yet Adopted



For a description of new accounting pronouncements not yet adopted, see (e) New Accounting Standards and Interpretations Not Yet Adopted of note (2) Basis of Preparation to the
accompanying consolidated financial statements.



B. Liquidity and Capital Resources



Overview of Capital Requirements, Sources and Uses



The policy of Honda is to support its business activities by
maintaining sufficient capital resources, a sufficient level of liquidity and a sound balance sheet.



Hondas main business is the manufacturing and sale of motorcycles, automobiles and power products. To support this business, Honda
also funds financial programs for customers and dealers.



Honda requires working capital mainly to purchase parts and raw materials required for production, as well as to maintain inventory of finished products and cover receivables from dealers and for
providing financial services. Honda also requires funds for capital expenditures, mainly to introduce new models, upgrade, rationalize and renew production facilities, as well as to expand and reinforce sales and R&D facilities.



Honda meets its working capital requirements primarily
through cash generated by operations and bank loans. Honda believes that its working capital is sufficient for the Companys present requirements. The year-end balance of liabilities associated with the
Company and its subsidiaries funding for non-Financial services businesses was ¥477.6 billion as of March 31, 2017. In addition, the Companys finance subsidiaries fund financial
programs for customers and dealers primarily from medium-term notes, bank loans, securitization of finance receivables, commercial paper and corporate bonds. The year-end balance of liabilities associated with
these finance subsidiaries funding for Financial services business was ¥6,484.5 billion as of March 31, 2017.



There are no material seasonal variations in Hondas borrowing requirements.



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Cash Flows



Fiscal Year 2017 Compared with Fiscal Year 2016



Consolidated cash and cash equivalents on March 31, 2017 increased by ¥348.5 billion from March 31, 2016, to
¥2,105.9 billion. The reasons for the increases or decreases for each cash flow activity, when compared with the previous fiscal year, are as follows:



Net cash provided by operating activities amounted to ¥885.0 billion of cash inflows. Cash inflows from operating activities
decreased by ¥505.9 billion compared with the previous fiscal year, due mainly to a decrease in cash received from customers, including negative foreign currency translation effects.



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



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



Fiscal Year 2016 Compared with Fiscal Year 2015



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



Net cash provided by operating activities amounted to
¥1,390.9 billion of cash inflows. Cash inflows from operating activities increased by ¥370.5 billion compared with the previous fiscal year, due mainly to an increase in cash received from customers, which was partially offset by
increased payments for parts and raw materials.



Net cash used in investing activities amounted to ¥875.0 billion of cash outflows. Cash outflows from investing activities
increased by ¥34.5 billion compared with the previous fiscal year, due mainly to an increase in payments for acquisitions of other financial assets.



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



Liquidity



The ¥2,105.9 billion in cash and cash equivalents as of March 31, 2017 is mainly denominated in U.S. dollars and in
Japanese yen, with the remainder denominated in other currencies.



Hondas cash and cash equivalents as of March 31, 2017 corresponds to approximately 1.8 months of sales revenue, and Honda believes it has sufficient liquidity for its business operations.



At the same time, Honda is aware of the
possibility that various factors, such as recession-induced market contraction and financial and foreign exchange market volatility, may adversely affect liquidity. For this reason, finance subsidiaries that carry total short-term borrowings of
¥1,046.9 billion have committed lines of credit equivalent to ¥1,090.4 billion that serve as alternative liquidity for the commercial paper issued regularly to replace debt. Honda believes it currently has sufficient credit limits,
extended by prominent international banks, as of the date of the filing of Hondas Form 20-F.



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Hondas financing liabilities as of March 31, 2017 are mainly denominated in U.S.
dollars, with the remainder denominated in Japanese yen and in other currencies. For further information regarding financing liabilities, see note (15) Financing Liabilities and (25) Financial Risk Management to the
accompanying consolidated financial statements.



Hondas short- and long-term debt securities are rated by credit rating agencies, such as Moodys Investors Service, Inc.,
Standard & Poors Rating Services, and Rating and Investment Information, Inc. The following table shows the ratings of Hondas unsecured debt securities by Moodys, Standard & Poors and Rating and Investment
Information as of March 31, 2017.



|                                  |  |                                      |      |  |                                     |  |    | 
|--------------------------------- |  | ------------------------------------ | ---- |  | ----------------------------------- |  | -- | 
|                                  |  | Credit ratings for                   |     
|                                  |  | Short-termunsecured debt 
securities |      |  | Long-termunsecured debt 
securities | 
|Moodys Investors Service         |  |                                      | P-1  |  |                                     |  | A1 | 
|Standard & Poors Rating Services |  |                                      | A-1  |  |                                     |  | A+ | 
|Rating and Investment Information |  |                                      | a-1+ |  |                                     |  | AA | 



The above ratings are based
on information provided by Honda and other information deemed credible by the rating agencies. They are also based on the agencies assessment of credit risk associated with designated securities issued by Honda. Each rating agency may use
different standards for calculating Hondas credit rating, and also makes its own assessment. Ratings can be revised or nullified by agencies at any time. These ratings are not meant to serve as a recommendation for trading in or holding
Hondas unsecured debt securities.



C. Research and Development



The Company and its consolidated subsidiaries use the
most-advanced technologies and conduct R&D activities with the goal of creating distinctive products that are internationally competitive. To attain this goal, Hondas main R&D divisions operate independently as subsidiaries, allowing
engineers to pursue their tasks with significant freedom. Product-related R&D is conducted mainly by Honda R&D Co., Ltd. in Japan; Honda R&D Americas, Inc. in the United States; and Honda R&D Asia Pacific Co., Ltd. in Thailand.
R&D on production technologies centers around Honda Engineering Co., Ltd. in Japan and Honda Engineering North America, Inc. in the United States. All of these entities work in close association with our other entities and businesses in their
respective regions.



Total consolidated R&D
expenditures incurred during the fiscal year 2015, 2016 and 2017 were ¥670.3 billion, ¥719.8 billion and ¥659.9 billion, respectively.



In addition, a portion of the R&D expenditures at the
Company and its consolidated subsidiaries has been capitalized, and recorded as intangible assets. For details regarding R&D expenses recognized in the consolidated statements of income, see note (21) Research and Development to the
accompanying consolidated financial statements.



R&D activities by segment are as follows.



Motorcycle Business



In the Motorcycle Business segment, Honda is aiming to deliver appealing products in a timely manner that offer outstanding environmental
performance and that will enable customers to experience the joy of ownership.



Among major technological achievements, in the medium motorcycle sector, Honda developed a four-stroke DOHC 4-valve in-line two-cylinder water-cooled engine, which is both very powerful at low-to-medium rotation and has the characteristic of accelerating
sharply to high rotation. This newly developed engine was installed in CBR250RR, launched in Indonesia and Japan, which has a new frame design boasting both strength and flexibility, and adopting a newly developed suspension.



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In the large motorcycle sector, we launched the CBR1000RR in Europe, Japan, the
United States and other countries, as a product of our thorough pursuit of reduction in weight and size. In addition to adopting the newly designed die-cast aluminum seat rail and the titanium muffler with a
new structure and achieving the lightest frame in its class by reducing the weight of frame components, it also incorporates new electrical control technology that supports joy of control, with a power unit that seeks both improved
output and controllability characteristics, the Honda Selectable Torque Control feature and a riding mode that can be adjusted according to preferences. We also launched the X-ADV in Europe and
other countries, designed for comfort and convenience in urban riding, and featuring adventurous styling and equipment. On top of its four-stroke OHC 4-valve in-line two-cylinder 745cc water-cooled engine that is easy to handle from low rotation to high rotation, the dual clutch transmission (DCT) is also featured as standard equipment.



Furthermore, we have begun to consider a
business alliance with Yamaha Motor Co., Ltd. regarding collaboration in the area of small-sized scooters. Going forward, we are aiming for OEM supply of 50cc scooter models for the Japanese market, the joint
development and OEM supply of next-generation 50cc business scooter models, and collaborations regarding electric motorcycles in the Class-1 category*for further popularization.



R&D expenditures in this segment incurred during the fiscal year 2015, 2016 and 2017 were ¥73.7 billion,
¥76.7 billion and ¥74.3 billion, respectively.



*The Class-1 category: A category defined by the Road Vehicles Act of Japan as vehicles equipped with two or more wheels and an engine with total displacement of 50 cc or less or an electric motor with rated output
of 0.60 kW or less.



Automobile Business



In the Automobile Business segment, Honda has been involved
in R&D activities under the themes of Creating New Values and Advanced R&D Activities Worldwide.



Among major technological achievements in the Automobile Business segment, Honda launched NSX supercar in the United States,
Canada, Japan and other countries. TheSPORT HYBRID SH-AWDincorporates a hybrid system, which controls the driving force of the automobile electrically, by combining the newly developed V-type six-cylinder twin turbo engine that adopts a mid-mounted layout, a high-efficiency motor,
9-speed DCT, a twin motor unit (TMU), and other features. The body is lightweight yet has high rigidity, realized by using a variety of materials centering around extruded aluminum, while the all-aluminum suspension allows both swift handling and stability at high speeds. Furthermore, the Integrated Dynamic Systemfeature, which selects the optimal set of vehicle characteristics out of four
driving modes depending on the driving environment, is also installed.



Also, by newly designing components such as motors and batteries, we reduced the size and weight of the hybrid systemSPORT HYBRID i-MMD, and launched
ACCORD with high output and high torque in the United States, China and other countries. In addition to renewing the interior and exterior designs, Honda SENSING, an advanced safety and driver-assistive system, is featured as standard
equipment.



In the United States, after the 10th
generation CIVIC Sedan and CIVIC Coupe were launched, we subsequently launched the five-door model CIVIC Hatchback. The CIVIC Hatchbackuses the 1.5L direct injection VTEC Turbo engine for its powertrain, CVT and 6-speed manual transmission for transmission, and featuresHonda SENSING. In addition, in North America, we launched theCR-Vwhich features the 1.5L direct
injection turbo engine for the first time, on top of the existing 2.4L direct injection DOHC i-VTEC engine. Transmission for all grades are equipped with CVT, and Hondas proprietary speed control system
G-Design Shifthas been used.



In Japan, we launched FREED, which offers a versatile seating arrangement and ensures ample cabin space, as well as FREED+, where the ultra-low floor
for the cargo space further increased the cargo space usability, and



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a flat space that makes it possible to sleep in the vehicle along with underfloor storage were simultaneously achieved. In addition to adopting Honda SENSING, for the powertrain,
gasoline-power vehicles feature the 1.5L direct injection DOHC i-VTEC engine and high-efficiency CVT, while hybrid vehicles feature the SPORT HYBRID i-DCD. Both
vehicles provide a superior fuel economy and a powerful drive.



R&D expenditures in this segment incurred during the fiscal year 2015, 2016 and 2017 were ¥567.3 billion, ¥614.2 billion and ¥559.8 billion, respectively.



Power Product and Other Businesses



Honda has involved research and development in the Power
Products Business, based on the principle of Expand the usefulness and joy towards worldwide customers, by having a full understanding of the market, looking into the future and adapting business fundamentals.



Among major technological achievements, Honda launched the
BF5 and BF6 compact four-stroke outboard engines, featuring a large capacity internal fuel tank which enables a long running time, in Europe, the United States, Canada, Japan and other countries. Equipped with an oil alert function
that warns the ship operator of an oil volume drop, improved convenience due to features such as the compact, easily-stored tiller handle, minimal recoil due to less pulling force required to start the engine and an easier start, and a one-push stop structure with an engine-stopping switch; Honda received the 2016 IBEX Innovation Award in the United States and the Japans Boat of the Year Award 2016 in Japan for the
BF5 and BF6 compact four-stroke outboard engines.



Utilizing Hondas proprietary sine wave inverter technologies, the EG25i, EB2800i, and EG2800i generators, which can stably deliver high-quality electrical output equivalent to
power supplies for homes, were launched in the United States, Japan and Canada. By adopting a lightweight, compact and high-rigidity open frame, low costs are achieved, and the generator is protected from engine vibrations and external impact. Also,
it features an eco-throttle function that automatically controls the number of engine oscillations according to the electrical consumption burden of the machine in use, thereby realizing superior fuel economy
and noise reduction.



In Other Businesses such as
aircraft engines, Honda seeks to establish a sustainable business structure and make a name for itself in the industry. Under this policy, Honda promoted the establishment of the production and services structures of the HF120 jet engine, as
well as cost reductions. In 2016, we received a Type Certificate from the European Aviation Safety Agency (EASA), marking another step forward in our aircraft engines business in Europe.



In addition, through proprietary technologies such as Over-The-Wing Engine Mount, natural laminar flow wings, and an integrally molded carbon composite fuselage, the HondaJet achieves top speed, flight ceiling, climbing ability, fuel economy, and cabin
size that are among the best*in its class. The
HondaJet started to receive orders from Central and South America, and the actual machine was first showcased in a business aviation event held in Dubai.



*Based on the Companys research as of March 30, 2017



R&D expenditures in this segment incurred during the fiscal year 2015, 2016 and 2017 were
¥29.2 billion, ¥28.8 billion and ¥25.6 billion, respectively.



Patents and Licenses



As of March 31, 2017, Honda owned more than 20,500 patents in Japan and more than 26,100 patents abroad. Honda also had applications pending for more than 6,700 patents in Japan and for more than
13,800 patents abroad. While Honda considers that, in the aggregate, Hondas patents are important, it does not consider any one of such patents, or any related group of them, to be of such importance that the expiration or termination thereof
would materially affect Hondas business.



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D. Trend Information



See Item 5.A Operating and Financial Review and
Prospects for information required by this item.



E. Off-Balance Sheet Arrangements



Loan commitments



Honda maintains unused balances on committed lines to
dealers based on loan commitment contracts. The undiscounted maximum amount of this obligation as of March 31, 2017 was ¥120.5 billion. Although committed lines have been extended, they will not necessarily be withdrawn, as certain
contracts contain terms and conditions of withdrawal that require screening of the obligors credit standing.



Guarantee of employee loans



As of March 31, 2017, we guaranteed ¥16.1 billion of employee bank loans for their housing costs. If an employee defaults on his/her loan payments, we are required to perform under the
guarantee. The undiscounted maximum amount of our obligation to make future payments in the event of defaults is ¥16.1 billion. As of March 31, 2017, no amount has been accrued for any estimated losses under the obligations, as it was
probable that the employees would be able to make all scheduled payments.



F. Tabular Disclosure of Contractual Obligations



The following table shows our contractual obligations as of March 31, 2017:



Contractual Obligations



|                                                                    |  |                |              |  |                        |          |           |  |          |   |           |            |  |   |           |  |  |   |         | 
|------------------------------------------------------------------- |  | -------------- | ------------ |  | ---------------------- | -------- | --------- |  | -------- | - | --------- | ---------- |  | - | --------- |  |  | - | ------- | 
|                                                                    |  | Yen (millions) |             
|                                                                    |  | Total          |              |  | Payments due by period |         
|                                                                    |  |                | Within1 year |  |                        | 1-3years |           |  | 3-5years |   |           | Thereafter | 
|Financing liabilities                                               |  | ¥              | 7,090,264    |  |                        | ¥        | 2,883,047 |  |          | ¥ | 2,647,229 |            |  | ¥ | 1,116,212 |  |  | ¥ | 443,776 | 
|Other financial liabilities                                         |  |                | 202,861      |  |                        |          | 78,905    |  |          |   | 71,144    |            |  |   | 21,862    |  |  |   | 30,950  | 
|Future minimum lease payments under non-cancelable operating leases |  |                | 68,673       |  |                        |          | 16,722    |  |          |   | 20,902    |            |  |   | 11,387    |  |  |   | 19,662  | 
|Purchase and other commitments*1                                    |  |                | 84,095       |  |                        |          | 52,773    |  |          |   | 24,428    |            |  |   | 5,623     |  |  |   | 1,271   | 
|Contributions to defined benefit pension plans*2                    |  |                | 46,213       |  |                        |          | 46,213    |  |          |   |          |            |  |   |          |  |  |   |        | 
|                                                                    |  |                |              |  |                        |          |           |  |          |   |           |            |  |   |           |  |  |   |         | 
|Total                                                               |  | ¥              | 7,492,106    |  |                        | ¥        | 3,077,660 |  |          | ¥ | 2,763,703 |            |  | ¥ | 1,155,084 |  |  | ¥ | 495,659 | 
|                                                                    |  |                |              |  |                        |          |           |  |          |   |           |            |  |   |           |  |  |   |         | 



|*1 | Honda had commitments for purchases of property, plant and equipment as of March 31, 2017.
|-- | ------------------------------------------------------------------------------------------

|*2 | Since contributions beyond the next fiscal year are not currently determinable, contributions to defined benefit pension plans reflect only
contributions expected for the next fiscal year.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



G. Safe Harbor



All information disclosed under Item 5. E and F contains forward-looking statements as defined in Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.



Such statements are based on managements assumptions and beliefs taking into account information currently available to it.
Therefore, please be advised that Hondas actual results could differ materially from those described in these forward-looking statements as a result of numerous factors, including general economic conditions in Hondas principal markets
and foreign exchange rates between the Japanese yen and the U.S. dollar, and other major currencies, as well as other factors detailed from time to time.



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Item 6. Directors, Senior Management and Employees



A. Directors and Senior Management



Effective on June 15, 2017, Honda
adopted a company with an audit and supervisory committee corporate governance system (the Audit and Supervisory Committee system) under Japans Company Law (in which this system was newly established by its amendments
effected as of May 1, 2015) upon approval on the amendments to the Articles of Incorporation relating thereto at its Ordinary General Meeting of Shareholders held on June 15, 2017. As a result of adopting the Audit and Supervisory
Committee system, Honda no longer has a Board of Corporate Auditors.



For Japanese companies which employ the Audit and Supervisory Committee system, including Honda, Japans Company Law requires that such company have a board of directors, which shall consist of
directors who are audit and supervisory committee members and directors who are not such members, and, within the board of directors, an audit and supervisory committee, which shall consist of three or more directors. Hondas Articles of
Incorporation provide for the Board of Directors of not more than 20 Directors of whom no more than seven Directors shall be Audit and Supervisory Committee Members. Directors who are not audit and supervisory committee members and directors who are
such members are separately elected by resolutions of the general meetings of shareholders. The normal term of office of a director who is an audit and supervisory committee member is two years and that of a director who is not such member is one
year. Directors may serve any number of consecutive terms.



Hondas Board of Directors appoints one President and Director and may appoint one Chairman of the Board of Directors and several Executive Vice Presidents and Directors, Senior Managing Directors
and Managing Directors from among Directors who are not Audit and Supervisory Committee Members. The President represents the Company. In addition, the Board of Directors may appoint, pursuant to its resolutions, Directors who shall each represent
the Company. Under the Company Law, a representative director individually has authority to represent the company generally in the conduct of its affairs. The Board of Directors has the ultimate responsibility for the administration of the affairs
of the Company.



Under the Company Law, the audit
and supervisory committee has the following responsibilities: (i) auditing the performance of duties by directors and preparing audit reports, (ii) determining proposals concerning the appointment and dismissal of the companys
accounting audit firm and the refusal of reappointment of the companys accounting audit firm to be submitted to general meetings of shareholders, (iii) deciding opinions on election, dismissal or resignation of directors who are not audit
and supervisory committee members, in which case the audit and supervisory committee may express its opinion at the general meeting of shareholders, and (iv) deciding opinions on compensation of directors who are not audit and supervisory
committee members, in which case the audit and supervisory committee may express its opinion at the general meeting of shareholders. Not less than half of the members of the audit and supervisory committee must be outside directors. Each of the
outside directors is required to meet all of the following independence requirements: the relevant person must be (1) a person who is not an executive director, executive officer, manager or any other employee of the company or any of its
subsidiaries and has not been in such position for ten years prior to the assumption of office; (2) if the relevant person assumed an office of a non-executive director, accounting councilor or corporate
auditor of the company or any of its subsidiaries during the ten years mentioned in (1) above, a person who had not been an executive director, executive officer, manager or any other employee of the company or any of its subsidiaries for
further ten years prior to the assumption of such office; (3) a person who is not a director, corporate auditor, executive officer, manager or any other employee of the parent company or who is not a natural person controlling the company;
(4) a person who is not an executive director, executive officer, manager or any other employee of a company which is controlled by the parent company or by the natural person controlling the company; and (5) a person who is not a spouse
or one of a certain kinds of relatives of (a) a director, executive officer, manager or any other important employee of the company or (b) the natural person controlling the company. With respect to audit reports prepared by the audit and
supervisory committee, each member of the committee may note his or her opinion in the audit report if his



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or her opinion is different from the opinion expressed in the audit report. In addition, the Company is required to appoint independent certified public accountants as accounting auditors. Such
independent certified public accountants have as their primary statutory duties to audit the consolidated and non-consolidated financial statements of the Company prepared in accordance with the Company Law to
be submitted by the Representative Director to general meetings of shareholders and to prepare an accounting audit report thereon and to notify the contents of such report to the specified member of the audit and supervisory committee (or, if such
member is not specified, any member of the committee) and the specified director in charge.



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The following table provides the names of all the members of the Board of Directors
(including the Audit and Supervisory Committee Members) and of the Executive Officers (who are not concurrently the members of the Board of Directors) of the Company and the current positions held by such persons.



|                                |                                                                                                         |                                                                                                       |  |      |    |  |                       |  |        | 
|------------------------------- | ------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------- |  | ---- | -- |  | --------------------- |  | ------ | 
|Name(Date of birth)             |                                                                                                         | Current Positions and Biographies with Registrant                                                     |  | Term |    |  | Number ofShares Owned | 
|Representative Directors        |                                                                                                         |                                                                                                       |  |      |    |  |                       |  |        | 
|                                |                                                                                                         |                                                                                                       | 
|Takahiro Hachigo
(May 19, 1959) |                                                                                                         | Joined Honda Motor Co., Ltd. in April 1982                                                            |  |      | *3 |  |                       |  | 33,400 | 
|                                | General Manager of Automobile Purchasing Division
II for Purchasing Operations,
appointed in April 2008 |                                                                                                       |  |      |    |  |                       |  |       
|                                |                                                                                                         |                                                                                                       | 
|                                |                                                                                                         | Operating Officer of the Company, appointed in June 2008                                              |  |      |    |  |                       |  |        | 
|                                |                                                                                                         |                                                                                                       | 
|                                |                                                                                                         | General Manager of Purchasing Division II for Purchasing Operations, appointed in April 2010          |  |      |    |  |                       |  |        | 
|                                |                                                                                                         |                                                                                                       | 
|                                |                                                                                                         | General Manager of Suzuka Factory for Production Operations, appointed in April 2011                  |  |      |    |  |                       |  |        | 
|                                |                                                                                                         |                                                                                                       | 
|                                |                                                                                                         | Vice President and Director of Honda Motor Europe, Ltd., appointed in April 2012                      |  |      |    |  |                       |  |        | 
|                                |                                                                                                         |                                                                                                       | 
|                                |                                                                                                         | Managing Officer of Honda R&D Co., Ltd., appointed in September 2012                                  |  |      |    |  |                       |  |        | 
|                                |                                                                                                         |                                                                                                       | 
|                                |                                                                                                         | President and Director of Honda R&D Europe (U.K.) Ltd., appointed in September 2012                   |  |      |    |  |                       |  |        | 
|                                |                                                                                                         |                                                                                                       | 
|                                |                                                                                                         | Representative of Development, Purchasing and Production (China), appointed in April 2013             |  |      |    |  |                       |  |        | 
|                                |                                                                                                         |                                                                                                       | 
|                                |                                                                                                         | Vice President of Honda Motor (China) Investment Co., Ltd., appointed in April 2013                   |  |      |    |  |                       |  |        | 
|                                |                                                                                                         |                                                                                                       | 
|                                |                                                                                                         | Vice President of Honda Motor Technology (China) Co., Ltd., appointed in November 2013                |  |      |    |  |                       |  |        | 
|                                |                                                                                                         |                                                                                                       | 
|                                |                                                                                                         | Managing Officer of the Company,
appointed in April 2014                                              |  |      |    |  |                       |  |        | 
|                                |                                                                                                         |                                                                                                       | 
|                                |                                                                                                         | Senior Managing Officer of the Company, appointed in April 2015                                       |  |      |    |  |                       |  |        | 
|                                |                                                                                                         |                                                                                                       | 
|                                |                                                                                                         | President, Chief Executive Officer and Representative Director of the Company, appointed in June 2015 |  |      |    |  |                       |  |        | 
|                                |                                                                                                         |                                                                                                       | 
|                                |                                                                                                         | Chief Executive Officer of the Company, appointed in April 2017 (presently held)                      |  |      |    |  |                       |  |        | 
|                                |                                                                                                         |                                                                                                       | 
|                                |                                                                                                         | President and Representative Director of the Company, appointed in June 2017 (presently held)         |  |      |    |  |                       |  |        | 



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|                               |                                                                                     |                                                                                                                |  |      |    |  |                       |  |        | 
|------------------------------ | ----------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------- |  | ---- | -- |  | --------------------- |  | ------ | 
|Name(Date of birth)            |                                                                                     | Current Positions and Biographies with Registrant                                                              |  | Term |    |  | Number ofShares Owned | 
|Seiji Kuraishi
(July 10, 1958) |                                                                                     | Joined Honda Motor Co., Ltd. in April 1982                                                                     |  |      | *3 |  |                       |  | 33,400 | 
|                               | Vice President of Honda Motor (China) Investment Co.,
Ltd., appointed in April 2007 |                                                                                                                |  |      |    |  |                       |  |       
|                               |                                                                                     |                                                                                                                | 
|                               |                                                                                     | Operating Officer of the Company, appointed in June 2007                                                       |  |      |    |  |                       |  |        | 
|                               |                                                                                     |                                                                                                                | 
|                               |                                                                                     | President of Dongfeng Honda Automobile Co., Ltd., appointed in January 2008                                    |  |      |    |  |                       |  |        | 
|                               |                                                                                     |                                                                                                                | 
|                               |                                                                                     | Chief Officer for Regional Operations (China), appointed in April 2010                                         |  |      |    |  |                       |  |        | 
|                               |                                                                                     |                                                                                                                | 
|                               |                                                                                     | President of Honda Motor (China) Investment Co., Ltd., appointed in April 2010                                 |  |      |    |  |                       |  |        | 
|                               |                                                                                     |                                                                                                                | 
|                               |                                                                                     | Director of the Company,
appointed in June 2010                                                                |  |      |    |  |                       |  |        | 
|                               |                                                                                     |                                                                                                                | 
|                               |                                                                                     | Operating Officer and Director of the Company, appointed in April 2011                                         |  |      |    |  |                       |  |        | 
|                               |                                                                                     |                                                                                                                | 
|                               |                                                                                     | Operating Officer of the Company
(retired from the position as Director),
appointed in June 2011               |  |      |    |  |                       |  |        | 
|                               |                                                                                     |                                                                                                                | 
|                               |                                                                                     | President of Honda Motor Technology (China) Co., Ltd., appointed in November 2013                              |  |      |    |  |                       |  |        | 
|                               |                                                                                     |                                                                                                                | 
|                               |                                                                                     | Managing Officer of the Company,
appointed in April 2014                                                       |  |      |    |  |                       |  |        | 
|                               |                                                                                     |                                                                                                                | 
|                               |                                                                                     | Senior Managing Officer of the Company, appointed in April 2016                                                |  |      |    |  |                       |  |        | 
|                               |                                                                                     |                                                                                                                | 
|                               |                                                                                     | Executive Vice President, Executive Officer and Representative Director of the Company, appointed in June 2016 |  |      |    |  |                       |  |        | 
|                               |                                                                                     |                                                                                                                | 
|                               |                                                                                     | Risk Management Officer,
appointed in June 2016 (presently held)                                               |  |      |    |  |                       |  |        | 
|                               |                                                                                     |                                                                                                                | 
|                               |                                                                                     | Corporate Brand Officer,
appointed in June 2016 (presently held)                                               |  |      |    |  |                       |  |        | 
|                               |                                                                                     |                                                                                                                | 
|                               |                                                                                     | Chief Operating Officer of the Company, appointed in April 2017 (presently held)                               |  |      |    |  |                       |  |        | 
|                               |                                                                                     |                                                                                                                | 
|                               |                                                                                     | In Charge of Strategy, Business Operations andRegional Operations, appointed in April 2017 (presently held)    |  |      |    |  |                       |  |        | 
|                               |                                                                                     |                                                                                                                | 
|                               |                                                                                     | Executive Vice President and Representative Directorof the Company, appointed in June 2017 (presently held)    |  |      |    |  |                       |  |        | 



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|                          |  |                                                                                                                                                 |  |      |    |  |                       |  |        | 
|------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | -- |  | --------------------- |  | ------ | 
|Name(Date of birth)       |  | Current Positions and Biographies with Registrant                                                                                               |  | Term |    |  | Number ofShares Owned | 
|Senior Managing Directors |  |                                                                                                                                                 |  |      |    |  |                       |  |        | 
|                          |  |                                                                                                                                                 | 
|Yoshiyuki Matsumoto       |  | Joined Honda Motor Co., Ltd. in April 1981                                                                                                      |  |      | *3 |  |                       |  | 36,800 | 
|(January 14, 1958)        |  | Responsible for Automobile Products for Automobile
Operations,appointed in April 2006                                                           |  |      |    |  |                       |  |        | 
|                          |  |                                                                                                                                                 | 
|                          |  | Operating Officer of the Company,appointed in June 2006                                                                                         |  |      |    |  |                       |  |        | 
|                          |  |                                                                                                                                                 | 
|                          |  | General Manager of Suzuka Factory for Production Operations,appointed in April 2009                                                             |  |      |    |  |                       |  |        | 
|                          |  |                                                                                                                                                 | 
|                          |  | Executive in Charge of Business Unit No.3 for Automobile Operations,appointed in April 2011                                                     |  |      |    |  |                       |  |        | 
|                          |  |                                                                                                                                                 | 
|                          |  | Managing Officer of the Company,appointed in April 2012                                                                                         |  |      |    |  |                       |  |        | 
|                          |  |                                                                                                                                                 | 
|                          |  | Representative of Development, Purchasing and Production (Asia & Oceania),appointed in April 2013                                               |  |      |    |  |                       |  |        | 
|                          |  |                                                                                                                                                 | 
|                          |  | Executive Vice President of Asian Honda Motor Co., Ltd.,appointed in April 2013                                                                 |  |      |    |  |                       |  |        | 
|                          |  |                                                                                                                                                 | 
|                          |  | President and Chief Executive Officer of Honda Motor India Private Ltd.,appointed in April 2013                                                 |  |      |    |  |                       |  |        | 
|                          |  |                                                                                                                                                 | 
|                          |  | Senior Managing Officer of the Company,appointed in April 2015                                                                                  |  |      |    |  |                       |  |        | 
|                          |  |                                                                                                                                                 | 
|                          |  | Chief Officer for Automobile Operations,appointed in April 2015                                                                                 |  |      |    |  |                       |  |        | 
|                          |  |                                                                                                                                                 | 
|                          |  | Executive in Charge of Quality Innovation for Automobile Operations,appointed in April 2015                                                     |  |      |    |  |                       |  |        | 
|                          |  |                                                                                                                                                 | 
|                          |  | Senior Managing Officer and Director of the Company,appointed in June 2015                                                                      |  |      |    |  |                       |  |        | 
|                          |  |                                                                                                                                                 | 
|                          |  | President, Chief Executive Officer and Representative Director of Honda R&D Co., Ltd.,appointed in April 2016 (presently held)                  |  |      |    |  |                       |  |        | 
|                          |  |                                                                                                                                                 | 
|                          |  | Supervising Director of F1 Project,appointed in April 2016                                                                                      |  |      |    |  |                       |  |        | 
|                          |  |                                                                                                                                                 | 
|                          |  | In Charge of Research & Development(Research & Development, Intellectual Property and Standardization),appointed in April 2017
(presently held) |  |      |    |  |                       |  |        | 
|                          |  |                                                                                                                                                 | 
|                          |  | Senior Managing Director of the Company,appointed in June 2017 (presently held)                                                                 |  |      |    |  |                       |  |        | 



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|                    |  |                                                                                                                                                             |  |      |    |  |                       |  |        | 
|------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | -- |  | --------------------- |  | ------ | 
|Name(Date of birth) |  | Current Positions and Biographies with Registrant                                                                                                           |  | Term |    |  | Number ofShares Owned | 
|Toshiaki Mikoshiba  |  | Joined Honda Motor Co., Ltd. in April 1980                                                                                                                  |  |      | *3 |  |                       |  | 32,600 | 
|(November 15, 1957) |  | Responsible for East Europe, the Middle & Near
East and Africa for Regional Operations (Europe, the Middle & Near East and Africa),
appointed in April 2008 |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                                                                             | 
|                    |  | Executive Vice President and Director of Honda Motor Europe Ltd.,appointed in April 2008                                                                    |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                                                                             | 
|                    |  | Operating Officer of the Company,appointed in June 2008                                                                                                     |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                                                                             | 
|                    |  | Responsible for Russia and CIS for Regional Operations (Europe, the Middle & Near East and Africa),appointed in June 2009                                   |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                                                                             | 
|                    |  | President and Director of Honda Motor RUS LLC,appointed in August 2009                                                                                      |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                                                                             | 
|                    |  | President of Guangqi Honda Automobile Co., Ltd.,appointed in April 2011                                                                                     |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                                                                             | 
|                    |  | Managing Officer of the Company,appointed in April 2014                                                                                                     |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                                                                             | 
|                    |  | Chief Officer for Regional Operations (Europe Region),appointed in April 2014                                                                               |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                                                                             | 
|                    |  | President and Director of Honda Motor Europe Ltd.,appointed in April 2014                                                                                   |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                                                                             | 
|                    |  | Senior Managing Officer of the Company,appointed in April 2015                                                                                              |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                                                                             | 
|                    |  | Chief Officer for Regional Operations (North America),appointed in April 2016 (presently held)                                                              |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                                                                             | 
|                    |  | President and Director of Honda North America, Inc.,appointed in April 2016 (presently held)                                                                |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                                                                             | 
|                    |  | President and Chief Executive Officer of American Honda Motor Co., Inc.,appointed in April 2016 (presently held)                                            |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                                                                             | 
|                    |  | In Charge of Sales and Marketing,appointed in April 2017 (presently held)                                                                                   |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                                                                             | 
|                    |  | Senior Managing Director of the Company,appointed in June 2017 (presently held)                                                                             |  |      |    |  |                       |  |        | 



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|                                  |                                                                                                                                    |                                                                                                                      |  |      |    |  |                       |  |        | 
|--------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------- |  | ---- | -- |  | --------------------- |  | ------ | 
|Name(Date of birth)               |                                                                                                                                    | Current Positions and Biographies with Registrant                                                                    |  | Term |    |  | Number ofShares Owned | 
|Yoshi Yamane
(September 28, 1958) |                                                                                                                                    | Joined Honda Engineering Co., Ltd. in October 1985                                                                   |  |      | *3 |  |                       |  | 32,600 | 
|                                  | Large Project Leader of Corporate Project,Automobile
Production Planning Office for Production Operations, appointed in April 2008 |                                                                                                                      |  |      |    |  |                       |  |       
|                                  |                                                                                                                                    |                                                                                                                      | 
|                                  |                                                                                                                                    | Operating Officer of the Company,appointed in June 2008                                                              |  |      |    |  |                       |  |        | 
|                                  |                                                                                                                                    |                                                                                                                      | 
|                                  |                                                                                                                                    | Responsible for Production for Production Operations,appointed in June 2008                                          |  |      |    |  |                       |  |        | 
|                                  |                                                                                                                                    |                                                                                                                      | 
|                                  |                                                                                                                                    | Responsible for Production for Regional Operations (China), appointed in April 2009                                  |  |      |    |  |                       |  |        | 
|                                  |                                                                                                                                    |                                                                                                                      | 
|                                  |                                                                                                                                    | Vice President of Honda Motor (China) Investment Co., Ltd., appointed in September 2010                              |  |      |    |  |                       |  |        | 
|                                  |                                                                                                                                    |                                                                                                                      | 
|                                  |                                                                                                                                    | General Manager of Suzuka Factory for Production Operations, appointed in April 2012                                 |  |      |    |  |                       |  |        | 
|                                  |                                                                                                                                    |                                                                                                                      | 
|                                  |                                                                                                                                    | Representative of Automobile Development, Purchasing and Production (Japan),appointed in April 2013                  |  |      |    |  |                       |  |        | 
|                                  |                                                                                                                                    |                                                                                                                      | 
|                                  |                                                                                                                                    | General Manager of Suzuka Factory of Automobile Production for Automobile Operations,appointed in April 2013         |  |      |    |  |                       |  |        | 
|                                  |                                                                                                                                    |                                                                                                                      | 
|                                  |                                                                                                                                    | Managing Officer of the Company,appointed in April 2014                                                              |  |      |    |  |                       |  |        | 
|                                  |                                                                                                                                    |                                                                                                                      | 
|                                  |                                                                                                                                    | Head of Automobile Production for Regional Operations (Japan), appointed in April 2014                               |  |      |    |  |                       |  |        | 
|                                  |                                                                                                                                    |                                                                                                                      | 
|                                  |                                                                                                                                    | Head of Production Supervisory Unit of Automobile Productionfor Regional Operations (Japan),appointed in April 2014  |  |      |    |  |                       |  |        | 
|                                  |                                                                                                                                    |                                                                                                                      | 
|                                  |                                                                                                                                    | Senior Managing Officer of the Company,appointed in April 2015                                                       |  |      |    |  |                       |  |        | 
|                                  |                                                                                                                                    |                                                                                                                      | 
|                                  |                                                                                                                                    | Chief Production Officer,appointed in April 2015                                                                     |  |      |    |  |                       |  |        | 
|                                  |                                                                                                                                    |                                                                                                                      | 
|                                  |                                                                                                                                    | Representative of Automobile Development,Purchasing and Production for Automobile Operations,appointed in April 2015 |  |      |    |  |                       |  |        | 
|                                  |                                                                                                                                    |                                                                                                                      | 
|                                  |                                                                                                                                    | Head of Production for Automobile Operations,appointed in April 2015                                                 |  |      |    |  |                       |  |        | 
|                                  |                                                                                                                                    |                                                                                                                      | 
|                                  |                                                                                                                                    | Representative of Automobile Development,Purchasing and Production (Europe Region),appointed in April 2015           |  |      |    |  |                       |  |        | 
|                                  |                                                                                                                                    |                                                                                                                      | 
|                                  |                                                                                                                                    | Senior Managing Officer and Director of the Company,appointed in June 2015                                           |  |      |    |  |                       |  |        | 
|                                  |                                                                                                                                    |                                                                                                                      | 
|                                  |                                                                                                                                    | Chief Officer for Production Operations,appointed in April 2016 (presently held)                                     |  |      |    |  |                       |  |        | 
|                                  |                                                                                                                                    |                                                                                                                      | 
|                                  |                                                                                                                                    | In Charge of Production(Production, Purchasing, Quality, Parts and Service)appointed in April 2017 (presently held)  |  |      |    |  |                       |  |        | 
|                                  |                                                                                                                                    |                                                                                                                      | 
|                                  |                                                                                                                                    | Senior Managing Director of the Company,appointed in June 2017 (presently held)                                      |  |      |    |  |                       |  |        | 



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|                                   |                                                                                                  |                                                                                                                                                    |  |      |    |  |                       |  |        | 
|---------------------------------- | ------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | -- |  | --------------------- |  | ------ | 
|Name(Date of birth)                |                                                                                                  | Current Positions and Biographies with Registrant                                                                                                  |  | Term |    |  | Number ofShares Owned | 
|Kohei Takeuchi
(February 10, 1960) |                                                                                                  | Joined Honda Motor Co., Ltd. in April 1982                                                                                                         |  |      | *3 |  |                       |  | 23,200 | 
|                                   | General Manager of Accounting Divisionfor Business
Management Operations,appointed in April 2010 |                                                                                                                                                    |  |      |    |  |                       |  |       
|                                   |                                                                                                  |                                                                                                                                                    | 
|                                   |                                                                                                  | Operating Officer of the Company,appointed in April 2011                                                                                           |  |      |    |  |                       |  |        | 
|                                   |                                                                                                  |                                                                                                                                                    | 
|                                   |                                                                                                  | Chief Officer for Business Management Operations,appointed in April 2013 (presently held)                                                          |  |      |    |  |                       |  |        | 
|                                   |                                                                                                  |                                                                                                                                                    | 
|                                   |                                                                                                  | Operating Officer and Director of the Company,appointed in June 2013                                                                               |  |      |    |  |                       |  |        | 
|                                   |                                                                                                  |                                                                                                                                                    | 
|                                   |                                                                                                  | Managing Officer and Director of the Company,appointed in April 2015                                                                               |  |      |    |  |                       |  |        | 
|                                   |                                                                                                  |                                                                                                                                                    | 
|                                   |                                                                                                  | Senior Managing Officer and Director of the Company,appointed in April 2016                                                                        |  |      |    |  |                       |  |        | 
|                                   |                                                                                                  |                                                                                                                                                    | 
|                                   |                                                                                                  | Chief Officer for Driving Safety Promotion Center,appointed in April 2016 (presently held)                                                         |  |      |    |  |                       |  |        | 
|                                   |                                                                                                  |                                                                                                                                                    | 
|                                   |                                                                                                  | Chief Financial Officer of the Company(Accounting, Finance, Human Resources,
Corporate Governance and IT) appointed in April 2017 (presently held) |  |      |    |  |                       |  |        | 
|                                   |                                                                                                  |                                                                                                                                                    | 
|                                   |                                                                                                  | Senior Managing Director of the Company,appointed in June 2017 (presently held)                                                                    |  |      |    |  |                       |  |        | 



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|                                 |  |                                                                                                                                                                |  |      |    |  |                       |  |       | 
|-------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | -- |  | --------------------- |  | ----- | 
|Name(Date of birth)              |  | Current Positions and Biographies with Registrant                                                                                                              |  | Term |    |  | Number ofShares Owned | 
|Directors                        |  |                                                                                                                                                                |  |      |    |  |                       |  |       | 
|                                 |  |                                                                                                                                                                | 
|Hideko Kunii
(December 13, 1947) |  | Associate Director of Ricoh Co., Ltd.,appointed in April 2009                                                                                                  |  |      | *3 |  |                       |  | 1,100 | 
|                                 |  |                                                                                                                                                                | 
|                                 |  | Chairperson of Ricoh IT Solutions Co., Ltd.,appointed in July 2009                                                                                             |  |      |    |  |                       |  |       | 
|                                 |  |                                                                                                                                                                | 
|                                 |  | Outside Director of Innovation Network Corporation of Japan,appointed in July 2009 (presently held)                                                            |  |      |    |  |                       |  |       | 
|                                 |  |                                                                                                                                                                | 
|                                 |  | Member of Gender Equality Bureau Cabinet Office,appointed in August 2009                                                                                       |  |      |    |  |                       |  |       | 
|                                 |  |                                                                                                                                                                | 
|                                 |  | Professor, Graduate School of Engineering Management,Shibaura Institute of Technology,appointed in April 2012 (presently held)                                 |  |      |    |  |                       |  |       | 
|                                 |  |                                                                                                                                                                | 
|                                 |  | Retired from Chairperson of Ricoh IT Solutions Co., Ltd. in March 2013                                                                                         |  |      |    |  |                       |  |       | 
|                                 |  |                                                                                                                                                                | 
|                                 |  | Retired from Associate Director of Ricoh Co., Ltd. in March 2013                                                                                               |  |      |    |  |                       |  |       | 
|                                 |  |                                                                                                                                                                | 
|                                 |  | Deputy President, Shibaura Institute of Technology,appointed in April 2013 (presently held)                                                                    |  |      |    |  |                       |  |       | 
|                                 |  |                                                                                                                                                                | 
|                                 |  | General Manager of Gender Equality Promotion Office,Shibaura Institute of Technology,appointed in October 2013 (presently held)                                |  |      |    |  |                       |  |       | 
|                                 |  |                                                                                                                                                                | 
|                                 |  | Director of the Company,appointed in June 2014 (presently held)                                                                                                |  |      |    |  |                       |  |       | 
|                                 |  |                                                                                                                                                                | 
|                                 |  | Outside Director of Tokyo Electric Power Company, Incorporated(currently, Tokyo Electric Power Company Holdings, Inc.),appointed in June 2014 (presently held) |  |      |    |  |                       |  |       | 
|                                 |  |                                                                                                                                                                | 
|                                 |  | Outside Director of Mitsubishi Chemical Holdings Corporation,appointed in June 2015 (presently held)                                                           |  |      |    |  |                       |  |       | 
|                                 |  |                                                                                                                                                                | 
|Motoki Ozaki
(June 6, 1949)      |  | Chairman of the Board of Kao Corporation,appointed in June 2012                                                                                                |  |      | *3 |  |                       |  | 200   | 
|                                 |  |                                                                                                                                                                | 
|                                 |  | President and Representative Director of The Kao Foundation for Arts and Sciences,appointed in June 2012 (presently held)                                      |  |      |    |  |                       |  |       | 
|                                 |  |                                                                                                                                                                | 
|                                 |  | President of Kigyo Mecenat Kyogikai, Association for Corporate Support of the Arts,appointed in March 2014 (presently held)                                    |  |      |    |  |                       |  |       | 
|                                 |  |                                                                                                                                                                | 
|                                 |  | End of tenure as Chairman of the Board of Kao Corporation in March 2014                                                                                        |  |      |    |  |                       |  |       | 
|                                 |  |                                                                                                                                                                | 
|                                 |  | President of New National Theatre Foundation,appointed in June 2014 (presently held)                                                                           |  |      |    |  |                       |  |       | 
|                                 |  |                                                                                                                                                                | 
|                                 |  | Outside Director of Nomura Securities Co., Ltd.,appointed in June 2015 (presently held)                                                                        |  |      |    |  |                       |  |       | 
|                                 |  |                                                                                                                                                                | 
|                                 |  | Director of the Company,appointed in June 2016 (presently held)                                                                                                |  |      |    |  |                       |  |       | 



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|                    |  |                                                                                                       |  |      |    |  |                       |  |        | 
|------------------- |  | ----------------------------------------------------------------------------------------------------- |  | ---- | -- |  | --------------------- |  | ------ | 
|Name(Date of birth) |  | Current Positions and Biographies with Registrant                                                     |  | Term |    |  | Number ofShares Owned | 
|Takanobu Ito        |  | Joined Honda Motor Co., Ltd. in April 1978                                                            |  |      | *3 |  |                       |  | 40,300 | 
|(August 29, 1953)   |  | Executive Vice President of Honda R&D Americas,
Inc.,appointed in April 1998                          |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                       | 
|                    |  | Director of the Company,appointed in June 2000                                                        |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                       | 
|                    |  | Senior Managing Director of Honda R&D Co., Ltd.,appointed in June 2001                                |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                       | 
|                    |  | Managing Director of the Company,appointed in June 2003                                               |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                       | 
|                    |  | Responsible for Motor Sports,appointed in June 2003                                                   |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                       | 
|                    |  | President and Representative Director of Honda R&D Co., Ltd.,appointed in June 2003                   |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                       | 
|                    |  | General Supervisor, Motor Sports,appointed in April 2004                                              |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                       | 
|                    |  | General Manager of Suzuka Factory for Production Operations,appointed in April 2005                   |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                       | 
|                    |  | Managing Officer of the Company,appointed in June 2005                                                |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                       | 
|                    |  | Chief Officer for Automobile Operations,appointed in April 2007                                       |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                       | 
|                    |  | Senior Managing Director of the Company,appointed in June 2007                                        |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                       | 
|                    |  | President and Representative Director of Honda R&D Co., Ltd.,appointed in April 2009                  |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                       | 
|                    |  | President and Representative Director of the Company,appointed in June 2009                           |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                       | 
|                    |  | President, Chief Executive Officer and Representative Director of the Company,appointed in April 2011 |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                       | 
|                    |  | Chief Officer for Automobile Operations,appointed in April 2011                                       |  |      |    |  |                       |  |        | 
|                    |  |                                                                                                       | 
|                    |  | Director and Advisor of the Company,appointed in June 2015 (presently held)                           |  |      |    |  |                       |  |        | 



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|                                                   |                                                                                                                                                                 |                                                                                                                                                        |  |      |    |  |                       |  |        | 
|-------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | -- |  | --------------------- |  | ------ | 
|Name(Date of birth)                                |                                                                                                                                                                 | Current Positions and Biographies with Registrant                                                                                                      |  | Term |    |  | Number ofShares Owned | 
|Directors(Audit and Supervisory Committee Members) |                                                                                                                                                                 |                                                                                                                                                        |  |      |    |  |                       |  |        | 
|                                                   |                                                                                                                                                                 |                                                                                                                                                        | 
|Masahiro Yoshida
(March 5, 1957)                   |                                                                                                                                                                 | Joined Honda Motor Co., Ltd. in April 1979                                                                                                             |  |      | *4 |  |                       |  | 35,300 | 
|                                                   | Responsible for Human Resources and Associate Relations and General Manager of Human Resources Division for Business Support Operations,appointed
in April 2007 |                                                                                                                                                        |  |      |    |  |                       |  |       
|                                                   |                                                                                                                                                                 |                                                                                                                                                        | 
|                                                   |                                                                                                                                                                 | Operating Officer of the Company,appointed in June 2007                                                                                                |  |      |    |  |                       |  |        | 
|                                                   |                                                                                                                                                                 |                                                                                                                                                        | 
|                                                   |                                                                                                                                                                 | General Manager of Hamamatsu Factory for Production Operations, appointed in April 2008                                                                |  |      |    |  |                       |  |        | 
|                                                   |                                                                                                                                                                 |                                                                                                                                                        | 
|                                                   |                                                                                                                                                                 | Chief Officer for Business Support Operations,appointed in April 2010                                                                                  |  |      |    |  |                       |  |        | 
|                                                   |                                                                                                                                                                 |                                                                                                                                                        | 
|                                                   |                                                                                                                                                                 | Director of the Company,appointed in June 2010                                                                                                         |  |      |    |  |                       |  |        | 
|                                                   |                                                                                                                                                                 |                                                                                                                                                        | 
|                                                   |                                                                                                                                                                 | Operating Officer and Director of the Company,appointed in April 2011                                                                                  |  |      |    |  |                       |  |        | 
|                                                   |                                                                                                                                                                 |                                                                                                                                                        | 
|                                                   |                                                                                                                                                                 | Compliance Officer,appointed in April 2012                                                                                                             |  |      |    |  |                       |  |        | 
|                                                   |                                                                                                                                                                 |                                                                                                                                                        | 
|                                                   |                                                                                                                                                                 | Managing Officer and Director of the Company,appointed in April 2013                                                                                   |  |      |    |  |                       |  |        | 
|                                                   |                                                                                                                                                                 |                                                                                                                                                        | 
|                                                   |                                                                                                                                                                 | Corporate Auditor of the Company (full-time),appointed in June 2016                                                                                    |  |      |    |  |                       |  |        | 
|                                                   |                                                                                                                                                                 |                                                                                                                                                        | 
|                                                   |                                                                                                                                                                 | Director (Audit and Supervisory Committee Member)of the Company (full-time),appointed in June 2017 (presently held)                                    |  |      |    |  |                       |  |        | 
|                                                   |                                                                                                                                                                 |                                                                                                                                                        | 
|Masafumi Suzuki
(April 23, 1964)                   |                                                                                                                                                                 | Joined Honda Motor Co., Ltd. in April 1987                                                                                                             |  |      | *4 |  |                       |  | 42,420 | 
|                                                   | General Manager of Regional Operation Planning Office for Regional Operations (Europe, the Middle & Near East and Africa), appointed in April
2010              |                                                                                                                                                        |  |      |    |  |                       |  |       
|                                                   |                                                                                                                                                                 |                                                                                                                                                        | 
|                                                   |                                                                                                                                                                 | General Manager of Regional Operation Planning Office for Regional Operations (Europe, CIS, the Middle & Near East and Africa),appointed in
April 2012 |  |      |    |  |                       |  |        | 
|                                                   |                                                                                                                                                                 |                                                                                                                                                        | 
|                                                   |                                                                                                                                                                 | General Manager of Accounting Division for Business Management Operations,appointed in April 2013                                                      |  |      |    |  |                       |  |        | 
|                                                   |                                                                                                                                                                 |                                                                                                                                                        | 
|                                                   |                                                                                                                                                                 | Director (Audit and Supervisory Committee Member)of the Company (full-time),appointed in June 2017 (presently held)                                    |  |      |    |  |                       |  |        | 



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|                                   |                                                                                                                                     |                                                                                                                     |  |      |    |  |                       |  |       | 
|---------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- |  | ---- | -- |  | --------------------- |  | ----- | 
|Name(Date of birth)                |                                                                                                                                     | Current Positions and Biographies with Registrant                                                                   |  | Term |    |  | Number ofShares Owned | 
|Toshiaki Hiwatari
(August 4, 1945) |                                                                                                                                     | Prosecutor General, appointed in July 2008                                                                          |  |      | *4 |  |                       |  | 1,900 | 
|                                   | Retired from office in June 2010                                                                                                    |                                                                                                                     |  |      |    |  |                       |  |      
|                                   |                                                                                                                                     |                                                                                                                     | 
|                                   |                                                                                                                                     | Registered with the Daiichi Tokyo Bar Associationin September 2010                                                  |  |      |    |  |                       |  |       | 
|                                   |                                                                                                                                     |                                                                                                                     | 
|                                   |                                                                                                                                     | Advisor Attorney to TMI Associates,appointed in September 2010 (presently held)                                     |  |      |    |  |                       |  |       | 
|                                   |                                                                                                                                     |                                                                                                                     | 
|                                   |                                                                                                                                     | Corporate Auditor of the Company,appointed in June 2012                                                             |  |      |    |  |                       |  |       | 
|                                   |                                                                                                                                     |                                                                                                                     | 
|                                   |                                                                                                                                     | Outside Auditor of TOYO KANETSU K.K.appointed in June 2012                                                          |  |      |    |  |                       |  |       | 
|                                   |                                                                                                                                     |                                                                                                                     | 
|                                   |                                                                                                                                     | Outside Director of Nomura Securities Co., Ltd.,appointed in October 2012 (presently held)                          |  |      |    |  |                       |  |       | 
|                                   |                                                                                                                                     |                                                                                                                     | 
|                                   |                                                                                                                                     | Outside Director (Audit & Supervisory Committee member)of TOYO KANETSU K.K.,appointed in June 2015 (presently held) |  |      |    |  |                       |  |       | 
|                                   |                                                                                                                                     |                                                                                                                     | 
|                                   |                                                                                                                                     | Company Auditor (Outside) of THE KAGOSHIMA BANK, LTD. appointed in October 2016 (presently held)                    |  |      |    |  |                       |  |       | 
|                                   |                                                                                                                                     |                                                                                                                     | 
|                                   |                                                                                                                                     | Director (Audit and Supervisory Committee Member) of the Company,appointed in June 2017 (presently held)            |  |      |    |  |                       |  |       | 
|                                   |                                                                                                                                     |                                                                                                                     | 
|Hideo Takaura
(June 19, 1949)      |                                                                                                                                     | Registered as Japanese CPA in May 1977                                                                              |  |      | *4 |  |                       |  | 700   | 
|                                   | Chief Executive Officer of PricewaterhouseCoopers Aarata (currently, PricewaterhouseCoopers Aarata LLC),appointed in September 2006 |                                                                                                                     |  |      |    |  |                       |  |      
|                                   |                                                                                                                                     |                                                                                                                     | 
|                                   |                                                                                                                                     | Representative Partner of PricewaterhouseCoopers Aarata,appointed in May 2009                                       |  |      |    |  |                       |  |       | 
|                                   |                                                                                                                                     |                                                                                                                     | 
|                                   |                                                                                                                                     | Retired from PricewaterhouseCoopers Aarata in June 2009                                                             |  |      |    |  |                       |  |       | 
|                                   |                                                                                                                                     |                                                                                                                     | 
|                                   |                                                                                                                                     | Outside Auditor of Innovation Network Corporation of Japan,appointed in July 2009 (presently held)                  |  |      |    |  |                       |  |       | 
|                                   |                                                                                                                                     |                                                                                                                     | 
|                                   |                                                                                                                                     | Corporate Auditor of the Company,appointed in June 2015                                                             |  |      |    |  |                       |  |       | 
|                                   |                                                                                                                                     |                                                                                                                     | 
|                                   |                                                                                                                                     | Director (Audit and Supervisory Committee Member) of the Company,appointed in June 2017 (presently held)            |  |      |    |  |                       |  |       | 



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|                             |                                                                                                                                              |                                                                                                                   |  |      |    |  |                       |  |     | 
|---------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------- |  | ---- | -- |  | --------------------- |  | --- | 
|Name(Date of birth)          |                                                                                                                                              | Current Positions and Biographies with Registrant                                                                 |  | Term |    |  | Number ofShares Owned | 
|Mayumi Tamura
(May 22, 1960) |                                                                                                                                              | Executive Officer, SVP and Chief Financial Officerof The Seiyu, Ltd. (currently, Seiyu GK),appointed in June 2007 |  |      | *4 |  |                       |  | 700 | 
|                             | Executive Officer, SVP and Chief Financial Officerof Wal-Mart Japan Holdings GK(currently, Wal-Mart Japan Holdings KK),appointed in May 2010 |                                                                                                                   |  |      |    |  |                       |  |    
|                             |                                                                                                                                              |                                                                                                                   | 
|                             |                                                                                                                                              | End of tenure as Executive Officer, SVP and Chief Financial Officer of Seiyu GK in July 2013                      |  |      |    |  |                       |  |     | 
|                             |                                                                                                                                              |                                                                                                                   | 
|                             |                                                                                                                                              | End of tenure as Executive Officer, SVP and Chief Financial Officer of Wal-Mart Japan Holdings GK in July 2013    |  |      |    |  |                       |  |     | 
|                             |                                                                                                                                              |                                                                                                                   | 
|                             |                                                                                                                                              | Retired from Seiyu GK in January 2014                                                                             |  |      |    |  |                       |  |     | 
|                             |                                                                                                                                              |                                                                                                                   | 
|                             |                                                                                                                                              | Retired from Wal-Mart Japan Holdings GK in January 2014                                                           |  |      |    |  |                       |  |     | 
|                             |                                                                                                                                              |                                                                                                                   | 
|                             |                                                                                                                                              | Corporate Auditor of the Company,appointed in June 2015                                                           |  |      |    |  |                       |  |     | 
|                             |                                                                                                                                              |                                                                                                                   | 
|                             |                                                                                                                                              | Director (Audit and Supervisory Committee Member) of the Company,appointed in June 2017 (presently held)          |  |      |    |  |                       |  |     | 



|*1 | The Company transitioned to being a company with an audit and supervisory committee after obtaining approval for requisite amendments to the Articles
of Incorporation at its ordinary general meeting of shareholders held on June 15, 2017.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*2 | Directors (including Audit and Supervisory Committee Members) Ms. Hideko Kunii, Mr. Motoki Ozaki, Mr. Toshiaki Hiwatari, Mr. Hideo
Takaura and Ms. Mayumi Tamura are Outside Directors.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*3 | The term of office of a Director who is not a member of the Audit and Supervisory Committee is until at the close of the ordinary general meeting of
shareholders of the fiscal year ending March 31, 2018 after his/her election to office at the close of the ordinary general meeting of shareholders on June 15, 2017.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*4 | The term of office of a Director who is a member of the Audit and Supervisory Committee is until at the close of the ordinary general meeting of
shareholders of the fiscal year ending March 31, 2019 after his/her election to office at the close of the ordinary general meeting of shareholders on June 15, 2017.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*5 | The Company has introduced an operating officer system to strengthen operations in regions and local workplaces, and implement quick and appropriate
decisions.Executive Officers, Senior Managing Officers, Managing Officers and Operating Officers under the operating officer system are not statutory positions under the Company Law and do not conform to the definition of Directors and
Senior Management as defined in Form 20-F. The Companys Managing Officers and Operating Officers under the operating officer system, as voluntarily disclosed in Japan, are as follows:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                  |  |                                                                                              
|----------------- |  | ---------------------------------------------------------------------------------------------
|Managing Officers
|                  | 
|Toshihiko Nonaka  |  | President, Chief Executive Officer and Representative Director of Honda Engineering Co., Ltd.
|                  | 
|Takashi Sekiguchi |  | Chief Officer for Automobile Operations                                                      
|                  | 
|                  |  | Executive in Charge of Sales Strategy, Automobile Operations                                 
|                  | 
|                  |  | Executive in Charge of Corporate Project                                                     
|                  | 
|Soichiro Takizawa |  | Senior Executive Vice President and Director of Honda North America, Inc.                    
|                  | 
|Michimasa Fujino  |  | President and Director of Honda Aircraft Company, LLC                                        



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|                    |  |                                                                                                 
|------------------- |  | ------------------------------------------------------------------------------------------------
|                    | 
|Operating Officers  |  |                                                                                                 
|                    | 
|Naoto Matsui        |  | Chief Officer for Purchasing Operations                                                         
|                    | 
|Mitsugu Matsukawa   |  | Executive in charge of Strategy, New Model and Supply Chain Management for Production Operations
|                    | 
|Shinji Aoyama       |  | Chief Officer for Regional Operations (Asia & Oceania)                                          
|                    | 
|                    |  | President and Director of Asian Honda Motor Co., Ltd.                                           
|                    | 
|Noriya Kaihara      |  | Chief Officer for Customer First Operations                                                     
|                    | 
|                    |  | Chief Quality Officer                                                                           
|                    | 
|Tetsuo Suzuki       |  | Representative of Motorcycle DEB for Motorcycle Operations                                      
|                    | 
|Issao Mizoguchi     |  | Chief Officer for Regional Operations (Latin America)                                           
|                    | 
|                    |  | President and Director of Honda South America Ltda.                                             
|                    | 
|                    |  | President and Director of Honda Automoveis do Brazil Ltda.                                      
|                    | 
|                    |  | President and Director of Moto Honda da Amazonia Ltda.                                          
|                    | 
|Toshihiro Mibe      |  | Senior Managing Officer and Director of Honda R&D Co., Ltd.                                     
|                    | 
|Yusuke Hori         |  | Head of Regional Unit (Africa & the Middle East)                                                
|                    | 
|Tomomi Kosaka       |  | Vice President of Fuel Cell System Manufacturing LLC                                            
|                    | 
|Noriaki Abe         |  | Chief Officer for Motorcycle Operations                                                         
|                    | 
|Toshiyuki Shimabara |  | Executive Vice President and Director of Honda North America, Inc.                              
|                    | 
|                    |  | President and Director of Honda of America Mfg., Inc.                                           
|                    | 
|Yasuhide Mizuno     |  | Chief Officer for Regional Operations (China)                                                   
|                    | 
|                    |  | President of Honda Motor (China) Investment Co., Ltd.                                           
|                    | 
|                    |  | President of Honda Motor Technology (China) Co., Ltd.                                           
|                    | 
|Kazuhiro Odaka      |  | Chief Officer for Human Resources and Corporate Governance Operations                           
|                    | 
|                    |  | Compliance Officer                                                                              
|                    | 
|Masayuki Igarashi   |  | Executive Vice President and Director of Honda North America, Inc.                              
|                    | 
|                    |  | Executive Vice President and Director of American Honda Motor Co., Inc.                         
|                    | 
|Hiroyuki Kachi      |  | Chief Officer for IT Operations                                                                 
|                    | 
|                    |  | Executive in Charge of Corporate Project                                                        
|                    | 
|Soichi Yamamoto     |  | Executive Vice President and Director of Honda Motor Europe Ltd.                                
|                    | 
|                    |  | Managing Director of Honda of the U.K. Manufacturing Ltd.                                       
|                    | 
|Katsushi Inoue      |  | Chief Officer for Regional Operations (Europe Region)                                           
|                    | 
|                    |  | President and Director of Honda Motor Europe Ltd.                                               
|                    | 
|Kimiyoshi Teratani  |  | Chief Officer for Regional Operations (Japan)                                                   
|                    | 
|Asako Suzuki        |  | General Manager of Marketing and Product Planning Division
for Regional Operations (Japan)      
|                    | 
|Katsuhisa Okuda     |  | Chief Officer for Power Product Operations                                                      
|                    | 
|Katsuhide Moriyama  |  | Chief Officer for Brand and Communication Operations                                            



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There is no family relationship between any director or executive officer and any other
director or executive officer.



None of
Hondas members of the board of directors is party to a service contract with Honda or any of its subsidiaries that provides for benefits upon termination of employment.



B. Compensation



On June 15, 2017, Honda established an Audit and
Supervisory Committee, a body within its Board of Directors. Prior to this date, Honda had a Board of Corporate Auditors, a legally separate and independent body from the Board of Directors. See Item 16.G Corporate Governance.



The maximum total amount of compensation for
Directors who are Audit and Supervisory Committee Members and that for Directors who are not such members shall be separately approved at the general meeting of shareholders.



Compensation of the Directors who are neither Outside
Directors nor Audit and Supervisory Committee Members consists of a fixed monthly remuneration, which shall be paid as compensation for the performance of their duties, and an executive bonus, which is linked to the business results for the relevant
fiscal year. Compensation of Outside Directors and Directors who are Audit and Supervisory Committee Members consists only of a fixed monthly remuneration, which shall be paid as compensation for the performance of their duties.



Compensation of the Directors who are not Audit and
Supervisory Committee Members is paid based on the compensation standards approved by the Board of Directors. Bonuses of the Directors who are neither Outside Directors nor Audit and Supervisory Committee members shall be resolved by the Board of
Directors by taking into consideration the business results of each fiscal year, dividends to shareholders, the standards of bonuses of employees and other relevant matters. Compensation of the Directors who are Audit and Supervisory Committee
Members is determined and paid through discussion among such Directors.



All the Directors including Audit and Supervisory Committee Members shall acquire the Companys Common Stock by contributing a certain portion of their fixed monthly remuneration to the Officer
Shareholders Association, and such stock shall be held continuously throughout their term of office and for one year after their retirement.



The total amount of fixed monthly remuneration paid to the Companys Directors and Corporate Auditors during the fiscal year ended
March 31, 2017 was ¥860 million. This amount includes fixed monthly remuneration paid to five Directors and one Corporate Auditor who retired during the fiscal year. The amount of fixed monthly remuneration paid to the Directors and
Corporate Auditors includes amount of fixed monthly remuneration paid to those Directors and Corporate Auditors who were also Directors or Corporate Auditors of subsidiaries of the Company.



The total amount of bonuses for the Companys Directors accrued for the fiscal year ended March 31,
2017 was ¥275 million.



The amounts of
fixed monthly remuneration paid and bonuses accrued during the year ended March 31, 2017 are as follows:



|             |  |                                      |    |  |                  |   |     |                                                       |  |  |                            |  |  |        |    |  |        |  |   |        |  |   |        |  |  |        |   |  |        |   |    |  |  |  |    |  |  |   |       | 
|------------ |  | ------------------------------------ | -- |  | ---------------- | - | --- | ----------------------------------------------------- |  |  | -------------------------- |  |  | ------ | -- |  | ------ |  | - | ------ |  | - | ------ |  |  | ------ | - |  | ------ | - | -- |  |  |  | -- |  |  | - | ----- | 
|             |  | Yen (millions)                       |   
|             |  | Directors excludingOutside Directors |    |  | OutsideDirectors |   |     | Corporate Auditorsexcluding OutsideCorporate Auditors |  |  | Outside Corporate Auditors |  |  | Total  |   
|             |  | number                               |    |  | amount           |   |     | number                                                |  |  | amount                     |  |  | number |    |  | amount |  |   | number |  |   | amount |  |  | number |   |  | amount |  
|Remuneration |  |                                      | 15 |  |                  | ¥ | 653 |                                                       |  |  | 3                          |  |  | ¥      | 23 |  |        |  | 3 |        |  | ¥ | 135    |  |  |        | 3 |  |        | ¥ | 47 |  |  |  | 24 |  |  | ¥ | 860   | 
|Bonus        |  |                                      | 11 |  |                  |   | 267 |                                                       |  |  | 2                          |  |  |        | 8  |  |        |  |  |        |  |   |       |  |  |        |  |  |        |   |   |  |  |  | 13 |  |  |   | 275   | 
|             |  |                                      |    |  |                  |   |     |                                                       |  |  |                            |  |  |        |    |  |        |  |   |        |  |   |        |  |  |        |   |  |        |   |    |  |  |  |    |  |  |   |       | 
|Total        |  |                                      |    |  |                  | ¥ | 920 |                                                       |  |  |                            |  |  | ¥      | 31 |  |        |  |   |        |  | ¥ | 135    |  |  |        |   |  |        | ¥ | 47 |  |  |  |    |  |  | ¥ | 1,135 | 
|             |  |                                      |    |  |                  |   |     |                                                       |  |  |                            |  |  |        |    |  |        |  |   |        |  |   |        |  |  |        |   |  |        |   |    |  |  |  |    |  |  |   |       | 



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The amount of fixed monthly remuneration paid to Takahiro Hachigo during the fiscal year
ended March 31, 2017 was ¥102 million. The amount of bonus for Takahiro Hachigo accrued for the fiscal year ended March 31, 2017 was ¥48 million.



C. Board Practices



See Item 6.A Directors and Senior Management for
information concerning the Companys Directors (including Audit and Supervisory Committee Members) required by this item.



D. Employees



The following tables list the number of Honda full-time employees as of March 31, 2015, 2016 and 2017.



As of March 31, 2015



|        |  |                    |  |                    |  |                            |  |                                  
|------- |  | ------------------ |  | ------------------ |  | -------------------------- |  | ---------------------------------
|Total   |  | MotorcycleBusiness |  | AutomobileBusiness |  | Financial ServicesBusiness |  | Power Product andOther Businesses
|204,730 |  | 42,163             |  | 150,850            |  | 2,241                      |  | 9,476                            
|        |  |                    |  |                    |  |                            |  |                                  



As of March 31, 2015,
Honda had 204,730 full-time employees, including 138,942 local nationals employed in its overseas operations.



As of March 31, 2016



|        |  |                    |  |                    |  |                            |  |                                  
|------- |  | ------------------ |  | ------------------ |  | -------------------------- |  | ---------------------------------
|Total   |  | MotorcycleBusiness |  | AutomobileBusiness |  | Financial ServicesBusiness |  | Power Product andOther Businesses
|208,399 |  | 44,384             |  | 152,311            |  | 2,209                      |  | 9,495                            
|        |  |                    |  |                    |  |                            |  |                                  



As of March 31, 2016,
Honda had 208,399 full-time employees, including 143,424 local nationals employed in its overseas operations.



As of March 31, 2017



|        |  |                    |  |                    |  |                            |  |                                  
|------- |  | ------------------ |  | ------------------ |  | -------------------------- |  | ---------------------------------
|Total   |  | MotorcycleBusiness |  | AutomobileBusiness |  | Financial ServicesBusiness |  | Power Product andOther Businesses
|211,915 |  | 43,869             |  | 156,093            |  | 2,276                      |  | 9,677                            
|        |  |                    |  |                    |  |                            |  |                                  



As of March 31, 2017,
Honda had 211,915 full-time employees, including 147,219 local nationals employed in its overseas operations.



Most of the Companys regular employees in Japan, except management personnel, are required by the terms of the Companys
collective bargaining agreement with its labor union to become members of the Federation of All Honda Workers Union (AHWU), which is affiliated with the Japan Council of the International Metalworkers Federation. Approximately 84% of the
employees of the Company and its Japanese subsidiaries were members of AHWU as of March 31, 2017.



In Japan, basic wages are negotiated annually and the average increases in wages of the Companys employees in the fiscal year ended
March 31, 2015, 2016 and 2017 were 2.9%, 2.3% and 2.4%, respectively. In addition, in accordance with Japanese custom, each employee is paid a semi-annual bonus. Bonuses are negotiated during wage negotiations and are based on the overall
performance of the Company or the applicable subsidiary in the previous year, the outlook for the current year and other factors.



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The Company has had labor contracts with its labor union in Japan since 1970. These
contracts are renegotiated with respect to basic wages and other working conditions. The regular employees of the Companys Japanese subsidiaries are covered by similar contracts. Since 1957, neither the Company nor any of its subsidiaries has
experienced any strikes or other labor disputes that materially affected its business activities. The Company considers labor relations with its employees to be very good.



E. Share Ownership



The total amount of the Companys voting securities
owned by its Directors (including Audit and Supervisory Committee Members) as a group as of June 15, 2017 is as follows.



|               |  |                |  |           
|-------------- |  | -------------- |  | ----------
|Title of Class |  | Amount Owned   |  | % of Class
|Common Stock   |  | 314,620 shares |  | 0.017%    



The Companys full-time
employees are eligible to participate in the Honda Employee Shareholders Association, whereby participating employees contribute a portion of their salaries to the Association and the Association purchases shares of the Companys Common
Stock on their behalf. As of March 31, 2017, the Association owned 5,655,960 shares of the Companys common stock.



Item 7. Major Shareholders and Related Party Transactions



A. Major Shareholders



As of March 31, 2017, 1,811,428,430 shares of
Hondas Common Stock were issued and 1,802,280,395 shares were outstanding.



The following table shows the shareholders of record that owned 5% or more of the issued shares of Hondas Common Stock as of March 31, 2017:



|                                                     |  |                         |  |             
|---------------------------------------------------- |  | ----------------------- |  | ------------
|Name                                                 |  | Shares owned(thousands) |  | Ownership(%)
|Japan Trustee Services Bank, Ltd. (Trust Account)    |  | 127,979                 |  | 7.07        
|The Master Trust Bank of Japan, Ltd. (Trust Account) |  | 94,498                  |  | 5.22        



According to a statement on
Schedule 13G (Amendment No. 13) filed by Mitsubishi UFJ Financial Group, Inc. with the SEC on February 14, 2017, Mitsubishi UFJ Financial Group, Inc. directly and indirectly held, as of December 31, 2016, 119,215,504 shares, or 6.6%
of the then issued shares, of Hondas Common Stock. According to a statement on Schedule 13G (Amendment No. 2) filed by BlackRock, Inc. with the SEC on January 24, 2017, BlackRock, Inc. directly and indirectly held, as of
December 31, 2016, 99,773,498 shares, or 5.5% of the then issued shares, of Hondas Common Stock. According to a statement on Schedule 13G filed by Sumitomo Mitsui Trust Holdings, Inc. with the SEC on February 10, 2017, Sumitomo
Mitsui Trust Holdings, Inc. directly and indirectly held, as of December 31, 2016, 96,890,056 shares, or 5.3% of the then issued shares, of Hondas Common Stock.



None of the above shareholders has voting rights that are
different from those of our other shareholders.



ADSs representing American Depositary Shares are issued by JPMorgan Chase Bank, N.A., as Depositary. The normal trading unit is 100
American Depositary Shares. Total issued shares of Honda as of the close of business on March 31, 2017 were 1,811,428,430 shares of Common Stock, of which 66,809,460 shares represented by ADSs and 292,733,881 shares not represented by ADSs were
owned by residents of the United States. The number of holders of record of the Companys shares of Common Stock in the United States was 234 at March 31, 2017.



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To the knowledge of Honda, it is not directly or indirectly owned or controlled by any other
corporation, by any government, or by any other natural or legal person or persons severally or jointly. As far as is known to the Company, there are no arrangements, the operation of which may at a subsequent date, result in a change in control of
the Company.



B. Related Party
Transactions



Honda purchases materials,
supplies and services from numerous suppliers throughout the world in the ordinary course of business, including firms with which Honda is affiliated.



During the fiscal year ended March 31, 2017, Honda had sales of ¥713.3 billion and purchases of ¥1,521.7 billion
with affiliates and joint ventures accounted for using the equity method. As of March 31, 2017, Honda had receivables of ¥251.8 billion from affiliates and joint ventures, and had payables of ¥205.4 billion to affiliates and
joint ventures.



Honda does not consider the
amounts involved in such transactions to be material to its business.



C. Interests of Experts and Counsel



Not applicable.



Item 8. Financial Information



A. Consolidated Statements and Other Financial
Information



1  3. Consolidated Financial Statements



Hondas audited consolidated financial
statements are included under Item 18Financial Statements.



4. Not applicable.



5. Not applicable.



6. Export Sales



See Item 4Information on the CompanyMarketing and DistributionOverseas Sales.



7. Legal Proceedings



Various legal proceedings are pending against us. We believe that such proceedings constitute ordinary routine litigation incidental to
our business.



Honda is subject to potential
liability under various lawsuits and claims. Honda recognizes a provision for loss contingencies when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be
made of the amount of the obligation. Honda reviews these pending lawsuits and claims periodically and adjusts the amounts recognized for these contingent liabilities, if necessary, by considering the nature of lawsuits and claims, the progress of
the case and the opinions of legal counsel.



With
respect to product liability, personal injury claims or lawsuits, Honda believes that any judgment that may be recovered by any plaintiff for general and special damages and court costs will be adequately covered by Hondas insurance and
provision. Punitive damages are claimed in certain of these lawsuits.



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After consultation with legal counsel, and taking into account all known factors pertaining
to existing lawsuits and claims, Honda believes that the ultimate outcome of such lawsuits and pending claims should not result in liability to Honda that would be likely to have an adverse material effect on its consolidated financial position or
results of operations.



Class actions related to airbag
inflators



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



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



Honda did not recognize a provision for loss contingencies because the conditions for a provision have not been met as of the date of this
report. Therefore, it is not possible for Honda to reasonably estimate the amount and timing of potential future losses as of the date of this report because there are some uncertainty, such as the period when these lawsuits will be concluded.



8. Profit Redistribution Policy



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



In addition, the Companys basic policy for dividends is to make quarterly distributions. The Company may determine dividends from
surplus by a resolution of the Board of Directors. Annual dividends for the fiscal year ended March 31 of each year require a resolution at the general meeting of shareholders.



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



The Company determined year-end dividends of ¥24 per share for the
year ended March 31, 2017. As a result, total dividends for the year ended March 31, 2017, together with the first quarter dividends of ¥22, the second quarter dividends of ¥22 and the third quarter dividends of ¥24, were
¥92 per share an increase of ¥4 from the annual dividends paid for the year ended March 31, 2016.



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Details of Distribution of Surplus (Record dates of the fiscal year ended March 31,
2017)



|                                           |  |                                    |        |  |                                    |  |        |                                    |  |  |                                             |  |  |  |        | 
|------------------------------------------ |  | ---------------------------------- | ------ |  | ---------------------------------- |  | ------ | ---------------------------------- |  |  | ------------------------------------------- |  |  |  | ------ | 
|                                           |  | Resolution ofthe Board ofDirectors |        |  | Resolution ofthe Board ofDirectors |  |        | Resolution ofthe Board ofDirectors |  |  | Resolution atGeneral Meeting ofShareholders | 
|                                           |  | August 2, 2016                     |        |  | October 31, 2016                   |  |        | February 3, 2017                   |  |  | June 15, 2017                               | 
|Dividend per Share of Common Stock(yen)    |  |                                    | 22.00  |  |                                    |  | 22.00  |                                    |  |  | 24.00                                       |  |  |  | 24.00  | 
|Total Amount of Dividends(millions of yen) |  |                                    | 39,650 |  |                                    |  | 39,650 |                                    |  |  | 43,254                                      |  |  |  | 43,254 | 



B. Significant
Changes



Except otherwise disclosed in this
Annual Report on Form 20-F, no significant change has occurred since the date of the annual financial statements.



Item 9. The Offer and Listing



A. Offer and Listing Details



Hondas shares have traded on the Tokyo Stock Exchange
(TSE) since its shares were first listed on the TSE in 1957.



Since February 11, 1977, American Depositary Shares (each representing one share of Common Stock and evidenced by American Depositary Receipts (ADRs)) have been listed and traded on the New York
Stock Exchange (the NYSE), having been traded on the over-the-counter markets in the United States since 1962.



The following table sets out, for the periods indicated, the reported high and low sales prices of Hondas
shares on the TSE in yen and its American Depositary Shares on the NYSE in the U.S. dollars.



|            |  |                                        |       |  |                                                     |   |       |      |  |   |       |  |  |   |       | 
|----------- |  | -------------------------------------- | ----- |  | --------------------------------------------------- | - | ----- | ---- |  | - | ----- |  |  | - | ----- | 
|            |  | Yen per share ofCommon Stock onthe TSE |       |  | U.S. dollars perAmericanDepositary Share onthe NYSE |  
|Fiscal year |  | High                                   |       |  | Low                                                 |   |       | High |  |   | Low   | 
|2013        |  | ¥                                      | 3,830 |  |                                                     | ¥ | 2,294 |      |  | $ | 40.00 |  |  | $ | 28.50 | 
|2014        |  |                                        | 4,405 |  |                                                     |   | 3,350 |      |  |   | 42.96 |  |  |   | 34.24 | 
|2015        |  |                                        | 4,170 |  |                                                     |   | 3,239 |      |  |   | 36.02 |  |  |   | 28.61 | 
|            |  |                                        |       | 
|2016        |  |                                        |       |  |                                                     |   |       |      |  |   |       |  |  |   |       | 
|1st quarter |  | ¥                                      | 4,400 |  |                                                     | ¥ | 3,855 |      |  | $ | 36.44 |  |  | $ | 32.00 | 
|2nd quarter |  |                                        | 4,499 |  |                                                     |   | 3,452 |      |  |   | 35.99 |  |  |   | 29.00 | 
|3rd quarter |  |                                        | 4,142 |  |                                                     |   | 3,512 |      |  |   | 33.87 |  |  |   | 29.75 | 
|4th quarter |  |                                        | 3,846 |  |                                                     |   | 2,726 |      |  |   | 31.00 |  |  |   | 24.56 | 
|            |  |                                        |       | 
|2017        |  |                                        |       |  |                                                     |   |       |      |  |   |       |  |  |   |       | 
|1st quarter |  | ¥                                      | 3,200 |  |                                                     | ¥ | 2,459 |      |  | $ | 28.74 |  |  | $ | 24.52 | 
|2nd quarter |  |                                        | 3,224 |  |                                                     |   | 2,417 |      |  |   | 31.18 |  |  |   | 24.03 | 
|3rd quarter |  |                                        | 3,579 |  |                                                     |   | 2,694 |      |  |   | 30.66 |  |  |   | 27.51 | 
|4th quarter |  |                                        | 3,675 |  |                                                     |   | 3,292 |      |  |   | 32.17 |  |  |   | 29.42 | 
|            |  |                                        |       | 
|CY 2016     |  |                                        |       |  |                                                     |   |       |      |  |   |       |  |  |   |       | 
|December    |  | ¥                                      | 3,579 |  |                                                     | ¥ | 3,288 |      |  | $ | 30.66 |  |  | $ | 29.09 | 
|            |  |                                        |       | 
|CY 2017     |  |                                        |       |  |                                                     |   |       |      |  |   |       |  |  |   |       | 
|January     |  | ¥                                      | 3,604 |  |                                                     | ¥ | 3,318 |      |  | $ | 30.97 |  |  | $ | 29.42 | 
|February    |  |                                        | 3,675 |  |                                                     |   | 3,292 |      |  |   | 32.17 |  |  |   | 29.89 | 
|March       |  |                                        | 3,602 |  |                                                     |   | 3,351 |      |  |   | 31.44 |  |  |   | 30.18 | 
|April       |  |                                        | 3,383 |  |                                                     |   | 3,047 |      |  |   | 30.21 |  |  |   | 28.16 | 
|May         |  |                                        | 3,275 |  |                                                     |   | 3,046 |      |  |   | 29.17 |  |  |   | 27.36 | 



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B. Plan of Distribution



Not applicable.



C. Markets



See Item 9.A, Offer and Listing Details.



D. Selling Shareholders



Not applicable.



E. Dilution



Not applicable.



F. Expenses of the Issue



Not applicable.



Item 10. Additional Information



A. Share Capital



Not applicable.



B. Memorandum and Articles of Association



Set forth below is information relating to
Hondas Common Stock, including brief summaries of the relevant provisions of Hondas articles of incorporation and share handling regulations as currently in effect, and of the Company Law of Japan (the Company Law) and
related legislation.



General



Hondas authorized share capital as of the date of the
filing of this Form 20-F is 7,086,000,000 shares of Common Stock, of which 1,811,428,430 shares were issued.



The current central clearing system for shares of Japanese listed companies was established in 2009 pursuant to the Law Concerning
Book-Entry Transfer of Corporate Bonds, Shares, Etc. of Japan (including the cabinet order and ministerial ordinances promulgated thereunder; the Book-Entry Law). The shares of all Japanese companies listed on any Japanese financial
instruments exchange, including Hondas shares, are subject to the system. Under the Book-Entry Law, all shares are dematerialized and all share certificates for such shares are null and void. At present, the Japan Securities Depository Center,
Inc. (JASDEC) is the sole institution that is designated by the relevant authorities as a book-entry transfer institution which is permitted to engage in the clearing operations of shares of Japanese listed companies under the Book-Entry
Law. Under the clearing system, in order for any person to hold, sell or otherwise dispose of shares of Japanese listed companies, such person must have an account at an account management institution unless such person has an account directly at
JASDEC. Account management institutions are, in general, financial instruments firms engaged in type 1 financial instruments business (i.e., securities brokers/dealers), banks, trust companies and certain other financial institutions
which meet the requirements prescribed by the Book-Entry Law.



Under the Book-Entry Law, any transfer of shares of Japanese listed companies is effected through book entry, and title to the shares passes to the transferee at the time when the transferred number of
the shares is by an



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application for book entry recorded in the transferees account at an account management institution. The holder of an account at an account management institution is presumed to be the
legal owner of the shares recorded in such account.



A registered shareholder is generally entitled to exercise its rights as a shareholder, such as voting rights and to receive dividends (if
any). Under the Company Law and the Book-Entry Law, in order to assert shareholders rights against Honda, a shareholder must have its name and address registered in the register of shareholders, except in limited circumstances. Although, in
general, holders of an account with shares recorded are to be registered in the register of shareholders on the basis of an all-shareholders notice from JASDEC to Honda at certain prescribed times, in order to
exercise minority shareholders rights (other than those the record dates for which are fixed) against Honda, a holder of an account with shares needs to (a) make an application through an account management institution to JASDEC, which
will then give a notice of the name and address of such holder, the number of shares held by such holder and other requisite information to Honda, and (b) exercise the rights within four weeks from such notice.



Non-resident
shareholders are required to appoint a standing proxy in Japan or provide a mailing address in Japan. Each such shareholder must give notice of such standing proxy or mailing address to the relevant account management institution. Such notice will
be forwarded to Honda through JASDEC. Japanese financial instruments firms and commercial banks customarily act as standing proxies and provide related services for standard fees. Notices from Honda to
non-resident shareholders are delivered to such standing proxies or mailing addresses.



Objects and Purposes



Article 2 of the articles of incorporation of Honda states that its purpose is to engage in the following businesses:



| |  |  | Manufacture, sale, lease and repair of motor vehicles, ships and vessels, aircraft and other transportation machinery and equipment.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Manufacture, sale, lease and repair of prime movers, agricultural machinery and appliances, generators, processing machinery and other general
machinery and apparatus, electric machinery and apparatus and precision machinery and apparatus.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Manufacture and sale of fiber products, paper products, leather products, lumber products, rubber products, chemical industry products, ceramic
products, metal products and other products.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Overland transportation business, marine transportation business, air transportation business, warehousing business, travel business and other
transport business and communication business.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Sale of sporting goods, articles of clothing, stationery, daily sundries, pharmaceuticals, drink and foodstuffs and other goods.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | Financial business, nonlife insurance agency business, life insurance agency business, construction business including building construction work and
real estate business, including real estate brokerage.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Publishing business, advertising business, translation business, interpretation business, management consultancy business, information services
including information processing, information communication and information provision, industrial planning and design, comprehensive security business and labor dispatch services.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Management of parking garages, driving schools, training and education facilities, racecourses, recreation grounds, sporting facilities, marina
facilities, hotels, restaurants and other facilities.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Electricity generation and supply and sale of electricity.
| | - |  | ----------------------------------------------------------



| |  |  | Manufacture, sale and licensing of equipment, parts and supplies and all other relevant business activities and investments relating to each of the
foregoing items.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Provisions Regarding Directors



There is no provision in Hondas articles of
incorporation as to a directors power to vote on a proposal, arrangement or contract in which the director is materially interested, but the Company Law and Hondas regulations of the board of directors provide that such director is
required to refrain from voting on such matters at the Board of Directors meetings.



The Company Law provides that compensation for directors is determined at a general meeting of shareholders of a company, provided that, in the case of a company which adopts a company with an audit
and supervisory committee corporate governance system (the Audit and Supervisory Committee system) including Honda, compensation for directors who are Audit and Supervisory Committee members and that for directors who are not such
members are separately determined. Within the upper limit approved by the shareholders meeting, the Board of Directors will determine the amount of compensation for each director and may leave such decision to the presidents discretion
by its resolution, provided, however, that unless individual amount of compensation for each of directors who are Audit and Supervisory Committee members has been determined in the articles of incorporation or by a general meeting of shareholders,
such amount shall be determined by discussion among such directors who are Audit and Supervisory Committee members.



The Company Law provides that a significant loan from a third party to a company should be approved by the Board of Directors.



There is no mandatory retirement age for directors under the
Company Law or Hondas articles of incorporation.



The Company Law provides that any articles of incorporation of a company having no restriction on a transfer of its shares, including Honda, may not provide any requirement concerning the number of shares
one individual must hold in order to qualify him or her as a director.



Dividends



Under its articles of incorporation, Hondas financial accounts will be closed on March 31 of each year. The record dates for dividends are June 30, September 30, December 31 and
March 31 of each year. In addition, Honda may distribute dividends from surplus by determining any record date.



Under the Company Law, a company is permitted to make distributions of surplus to the shareholders any number of times per fiscal year
pursuant to resolutions of a general meeting of shareholders, subject to certain limitations provided by the Company Law and the Ordinances of the Ministry of Justice thereunder. Distributions of surplus are required, in principle, to be authorized
by a resolution of a general meeting of shareholders. However, if the articles of incorporation so provide and certain other requirements under the Company Law are met, distributions of surplus may be made pursuant to a board resolution. Pursuant to
the provisions of the Company Law and its articles of incorporation, the Board of Directors of Honda may determine distributions of its surplus.



Distributions of surplus may be made in cash or in-kind in proportion to the number of shares held
by each shareholder. If a distribution of surplus is to be made in-kind, a special resolution of a general meeting of shareholders is required, except in the case that a right to receive cash distribution
instead of distribution in-kind is granted to shareholders. If such right is granted, distributions in-kind may be made pursuant to an ordinary resolution of a general
meeting of shareholders or, as the case may be, a board resolution.



Under the Company Law, Honda is permitted to prepare non-consolidated extraordinary financial statements consisting of a balance sheet as of any date subsequent to
the end of the previous fiscal year and an income statement for the period from the first day of the current fiscal year to the date of such balance sheet. If



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such extraordinary financial statements are prepared and approved in accordance with the provisions of the Company Law and the Ordinances of the Ministry of Justice thereunder, the results of
such extraordinary financial statements may be considered in the calculation of distributable amount.



Under its articles of incorporation, Honda is not obligated to pay any dividends which are left unclaimed for a period of three full years
after the date on which they first became payable.



Capital and
Reserves



The entire amount of the issue
price of the shares to be issued in the future will generally be required to be accounted for as stated capital. However, Honda may account for an amount not exceeding one-half of such issue price as
additional paid-in capital by resolution of the Board of Directors in accordance with the Company Law. Honda may at any time reduce the whole or any part of its additional
paid-in capital or transfer them to stated capital by resolution of a general meeting of shareholders. The whole or any part of surplus may also be transferred to stated capital, additional paid-in capital or legal reserve by resolution of a general meeting of shareholders.



Stock Splits



Honda may at any time split its shares into a greater number of shares by resolution of the Board of Directors. When the Board of
Directors approves a stock split, it may also amend the articles of incorporation of Honda without approval of shareholders to increase the number of its authorized shares to such number as it determines, provided such number is equal to or less
than the then-current number multiplied by the ratio of the stock split, so long as Honda does not issue more than one class of shares.



Under the Book-Entry Law, Honda must give notice to JASDEC regarding a stock split at least two weeks prior to the relevant effective
date. On the effective date of the stock split, the numbers of shares recorded in all accounts held by its shareholders at account management institutions or at JASDEC will be increased in accordance with the applicable ratio.



Consolidation of Shares



Honda may at any time consolidate its shares into a smaller
number of shares by a special resolution of the general meeting of shareholders. A representative director of Honda must disclose the reason for the consolidation of the shares at the general meeting of shareholders. If the consolidation of shares
effected by Honda produces any fractional shares, any dissenting shareholder of such fractional shares may request that Honda purchase all of such fractional shares by such holder, at a fair price.



Under the Book-Entry Law, Honda must give notice to JASDEC
regarding a consolidation of shares at least two weeks prior to the relevant effective date. On the effective date of the consolidation of shares, the numbers of shares recorded in all accounts held by its shareholders at account management
institutions or at JASDEC will be decreased in accordance with the applicable ratio.



Japanese Unit Share System



Consistent with the requirements of the Company Law, the articles of incorporation of Honda adopts a unit share system called tan-gen-kabu, under which
100 shares constitute one voting unit of shares. The Board of Directors of Honda by itself may reduce, but not increase, the number of shares that constitute one voting unit or abolish the unit share system entirely by amendments to the articles of
incorporation by a board resolution without approval of shareholders. An increase in the number of shares that constitute one voting unit requires an amendment to the articles of incorporation by a special resolution of a general shareholders
meeting. In any case, the number of shares constituting one voting unit may not exceed 1,000 shares or 0.5% of the total issued shares.



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Under the Book-Entry Law, shares constituting less than one voting unit are transferable.
Under the rules of the Japanese financial instruments exchanges, however, shares constituting less than one voting unit do not comprise a trading unit, except in limited circumstances, and accordingly may not be sold on the Japanese financial
instruments exchanges.



The holder of shares
constituting less than one voting unit may at any time require Honda to purchase or sell such shares to constitute one voting unit at the market price in accordance with Hondas share handling regulations (see below). Because the transfer of
ADRs does not require changes in the ownership of the underlying shares, holders of ADRs evidencing ADSs that constitute less than one voting unit of shares are not affected by these restrictions in their ability to transfer the ADRs. However,
because transfers of less than one voting unit of the underlying shares are normally prohibited under the unit share system, under the Deposit Agreement, the right of ADR holders to surrender their ADRs and withdraw the underlying shares for sale in
Japan may only be exercised as to whole voting units.



Right of a Holder of Shares Representing Less Than One Voting Unit to Require Honda to Purchase or Sell Its Shares



A holder of Hondas shares representing less than one
voting unit may at any time require Honda to purchase its shares. These shares will be purchased at (a) the closing price of the shares reported by the Tokyo Stock Exchange on the day when the request for purchase reaches the share handling
agent, or (b) if no sale takes place on the Tokyo Stock Exchange on that day, then the price at which the first sale of shares is effected on the Tokyo Stock Exchange thereafter. In each case, Honda will request the payment of an amount
determined by Honda as an amount equal to the brokerage commission required for the sale and purchase of the shares. A holder of shares representing less than one voting unit may, in accordance with the provisions of Hondas share handling
regulations, also make a request to the effect that such number of shares should be sold to it that will, when added to the shares less than one voting unit already held by that shareholder, constitute one voting unit. However, because holders of
ADSs representing less than one unit are not able to withdraw the underlying shares from deposit, these holders will not be able to exercise many shareholder rights as a practical matter.



Other Rights of a Holder of Shares Representing Less Than One Voting Unit



In addition to the rights described in the preceding
paragraph, a holder of shares representing less than one voting unit also has the rights including the followings and these rights may not be restricted by the articles of incorporation:



| |  |  | rights to receive any consideration for acquisition by a corporation of special shares all of which may be acquired by such corporation
(zembushutokujoukoutsukishuruikabushiki) as provided by Article 171, paragraph 1, item 1 of the Company Law,
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | rights to receive any cash or other consideration for acquisition by a corporation of shares which may be acquired by such corporation on occurrence of
certain event (shutoku joukou tsuki kabushiki) as provided by Article 107, paragraph 1, item 3 of the Company Law,
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | rights to be allocated any shares without consideration as provided by Article 185 of the Company Law,
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | rights to receive distribution of any residual assets of a corporation, and
| | - |  | ---------------------------------------------------------------------------



| |  |  | any other rights provided in the relevant Ordinance of the Ministry of Justice, including rights to receive cash or other distribution derived from
consolidation of shares, stock split, allocation of stock acquisition rights without consideration, distribution of surplus or reorganization of a corporation.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Other rights of a holder of shares constituting less than one
voting unit may be restricted if the articles of incorporation so provide.



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Voting rights under the unit share system



Under the unit share system, the shareholders shall have one
voting right for each voting unit of shares that they hold. A shareholder who owns shares representing less than one voting unit will not be able to exercise voting rights and any other rights relating thereto.



Voting Rights



Honda holds its ordinary general meeting of shareholders in
June of each year. In addition, Honda may hold an extraordinary general meeting of shareholders whenever necessary by giving at least two weeks advance notice. Under the Company Law, notice of any shareholders meeting must be given to
each shareholder having voting rights or, in the case of a non-resident shareholder, to his resident proxy or mailing address in Japan in accordance with Hondas share handling regulations, at least two
weeks prior to the date of the meeting. The record date for an ordinary shareholders meeting is March 31 of each year.



A shareholder of Honda is generally entitled to one vote per voting unit of shares as described in this paragraph and under Japanese
Unit Share System above. In general, under the Company Law and the articles of incorporation of Honda, a resolution may be adopted at a general meeting of shareholders by a majority of the shares having voting rights represented at the
meeting. The Company Law and Hondas articles of incorporation require a quorum for the election of Directors of not less than one-third of the total number of voting rights of all shareholders and the
resolution shall be adopted by majority voting, and the Company Law requires that directors who are not Audit and Supervisory Committee members and directors who are such members shall be separately elected by a general meeting of shareholders.
Hondas shareholders are not entitled to cumulative voting in the election of directors. A corporate shareholder whose voting rights are in turn not less than one-quarter directly or indirectly owned by
Honda does not have voting rights. Also, Honda does not have voting rights with respect to its own shares.



Shareholders may exercise their voting rights through proxies, provided that those proxies are also shareholders who have voting rights.
Shareholders who intend to be absent from a general meeting of shareholders may exercise their voting rights in writing. In addition, they may exercise their voting rights by electronic means if the Board of Directors decides to accept such means.



Under the Company Law, in order to approve
certain significant matters of a corporation, more strict requirement for the quorum or the number of voting rights to approve is provided. The articles of incorporation of Honda provide that such resolution may be adopted at a general meeting of
shareholders by at least two thirds of the voting rights of the shareholders present at the meeting representing at least one third of all the shareholders having voting rights. Such significant matters include, but are not limited to:



| |  |  | acquisition of its own shares by Honda from a specific shareholder other than its subsidiary,
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | acquisition of special shares all of which may be acquired by Honda (zembu shutoku joukou tsuki shurui kabushiki),
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | consolidation of the shares,
| | - |  | ----------------------------



| |  |  | reduction of stated capital (with certain exceptions),
| | - |  | ------------------------------------------------------



| |  |  | issuance or transfer of new shares or existing shares held by Honda as treasury stock to persons other than the shareholders at a specially
favorable price,
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | issuance of stock acquisition rights (including those incorporated in bonds with stock acquisition rights) to persons other than the shareholders under
specially favorable conditions,
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | discharge of a part of responsibilities of Directors or accounting auditors,
| | - |  | ----------------------------------------------------------------------------



| |  |  | distribution of surplus by property other than cash (only in the case that no cash distribution is allowed to shareholders),
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



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| |  |  | amendments to the articles of incorporation,
| | - |  | --------------------------------------------



| |  |  | transfer of whole or important part of business,
| | - |  | ------------------------------------------------



| |  |  | dissolution of a corporation,
| | - |  | -----------------------------



| |  |  | reorganization of a corporation.
| | - |  | --------------------------------



Pursuant to the terms of the Deposit Agreement, upon receipt of notice of any meeting of holders of Common Stock of the Registrant, the
Depositary will mail to the record holders of ADRs and publish a notice which will contain the information in the notice of the meeting. The record holders of ADRs at the close of business on a date specified by the Depositary will be entitled to
instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Common Stock of the Registrant represented by their respective Depositary Receipts. The Depositary will endeavor, in so far as practicable, to vote the
amount of Common Stock of the Registrant represented by such Depositary Receipts in accordance with such instructions, and the Registrant has agreed to take all action which may at any time be deemed necessary by the Depositary in order to enable
the Depositary to so vote such Common Stock. In the absence of such instructions, the Depositary has agreed to use its best efforts to give a discretionary proxy to a person designated by the Registrant. However, such proxy may not be given with
respect to any proposition of which the Depositary has knowledge regarding any contest related to the action to be taken at the meeting, or the purpose of which is to authorize a merger, consolidation or any other matter which may substantially
affect the rights or privileges of the Common Stock of the Registrant or other securities, property or cash received by the Depositary or the Custodian in respect thereof.



Subscription Rights and Stock Acquisition Rights



Holders of Hondas shares have no preemptive rights
under Hondas articles of incorporation. Under the Company Law, the Board of Directors may, however, determine that shareholders be given subscription rights in connection with a particular issue of new shares. In this case, such rights must be
given to all shareholders as of a specified record date by at least two weeks prior public notice to shareholders of the record date. In addition, individual notice must be given to each of these shareholders at least two weeks prior to the
date of expiration of the subscription rights.



Honda also may decide to grant the stock acquisition rights (shinkabu-yoyakuken), with or without bonds, to any person including
its shareholders, by resolution of its Board of Directors unless issued under specially favorable conditions. The holder of such rights may exercise its rights within the exercise period by paying subscription moneys all as prescribed in the terms
of such rights.



Liquidation Rights



In the event of a liquidation of Honda, the assets remaining
after payment of all debts, liquidation expenses and taxes will be distributed among the shareholders in proportion to the number of shares they own.



Liability to Further Calls or Assessments



All of Hondas currently issued shares, including shares represented by the ADSs, are fully paid and nonassessable.



Holdings of Shares by Foreign Investors



There are no limitations on the rights of non-residents or foreign shareholders to hold or exercise voting rights on Hondas shares imposed by the laws of Japan or Hondas articles of incorporation or other constituent documents.



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Shareholders Register Manager



Sumitomo Mitsui Trust Bank, Limited is the Shareholders Register Manager for the shares. Sumitomo Mitsui
Trust Banks office is located at 4-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, 100-8233, Japan. Sumitomo Mitsui Trust Bank
maintains Hondas register of shareholders and records the names and addresses of its shareholders and other relevant information in its register of shareholders upon notice thereof from JASDEC, as described in Record Date below.



Record Date



As mentioned above, the record dates for Hondas
dividends are June 30, September 30, December 31 and March 31, if paid. A holder of shares constituting one or more whole voting units who is registered as a holder on Hondas register of shareholders at the close of
business as of March 31 is entitled to exercise its voting rights at the ordinary general meeting of shareholders with respect to the fiscal year ended on March 31. In addition, Honda may set a record date for determining the shareholders
entitled to other rights and for other purposes by giving at least two weeks prior public notice.



Under the Book-Entry Law, Honda is required to give notice of each record date to JASDEC at least two weeks prior to such record date.
JASDEC is required to promptly give notice to Honda of the names and addresses of all of its shareholders of record, the numbers of shares held by them and other relevant information as of such record date.



The shares generally trade
ex-dividend or ex-rights on the Japanese financial instruments exchanges on the second business day prior to a record date (or if the record date is not a business day,
the third business day prior thereto).



Acquisition by Honda of
Shares



Under the Company Law, Honda is
generally required to obtain authorization for any acquisition of its own shares by means of:



|(i) | a resolution at a general meeting of shareholders, which may be effective for one year at the most from the date thereof;
|--- | -------------------------------------------------------------------------------------------------------------------------



|(ii) | a resolution of the Board of Directors if the acquisition is in accordance with its articles of incorporation; or
|---- | -----------------------------------------------------------------------------------------------------------------



|(iii) | a resolution of the Board of Directors if the acquisition is to purchase its shares from a subsidiary.
|----- | ------------------------------------------------------------------------------------------------------



Honda may only dispose of shares so acquired in accordance
with the procedures applicable to a new share issuance under the Company Law.



Upon due authorization, Honda may acquire its own shares:



| |  |  | in the case of (i) and (ii) above, from stock markets or by way of tender offer;
| | - |  | --------------------------------------------------------------------------------



| |  |  | in the case of (i) above, from a specific person, but only if its shareholders approve such acquisition by special resolution; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | in the case of (iii) above, from such subsidiary.
| | - |  | -------------------------------------------------



In the event Honda is to acquire its own shares from a
specific person other than its subsidiary at a price which is higher than the higher of (x) the final market price on the market trading such shares as of the date immediately preceding the date of the required resolution or (y) in the
event that such shares are subject to a tender offer, etc., the price set in the contract regarding such tender offer, any shareholder may request that Honda includes such shareholders shares in the proposed purchase.



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Acquisitions described in (i) through (iii) above must satisfy certain other
requirements, including the restriction of the source of consideration in which the total amount of the purchase price of such own shares may not exceed the distributable amount of the corporation.



Reports to Shareholders



Honda currently furnishes shareholders with notices of
shareholders meetings, business reports, including financial statements, and notices of resolutions adopted at the shareholders meetings, all of which are in Japanese. Such notices as described above may be furnished by electronic means
to those shareholders who have approved such way of furnishing notices. Pursuant to its articles of incorporation, upon convening a general meeting of shareholders, Honda may deem that the information required to be described or indicated in the
reference documents for the general meeting of shareholders, business reports, financial statements and consolidated financial statements shall have been provided to the shareholders when such information is disclosed, pursuant to laws or
regulations, through a method that uses the Internet. Further, pursuant to its articles of incorporation, Hondas public notices to shareholders shall be given in Japanese by way of electronic public notice; provided, however, that if any
public notice is unable to be given by electronic method due to any accident or for any other unavoidable reason, such public notice shall be given by publication in the Nihon Keizai Shimbun, a Japanese newspaper of general circulation.



Report of Substantial Shareholdings



The Financial Instruments and Exchange Law of Japan and
regulations under such law require any person other than the relevant corporation who has become a holder (together with its related persons) of more than 5% of the total issued shares of a corporation listed on any Japanese financial instruments
exchange or whose shares are traded on the over-the-counter market (including ADSs representing such shares) to file with the Director of a competent Local Finance
Bureau, within five business days, in general, a report concerning those shareholdings. A similar report must also be filed to reflect any change of 1% or more in any shareholding or any change in material matters set out in reports previously
filed. As of April 1, 2014, any person who filed a report on or after that date to reflect a change in holding of 5% or less of the total issued shares is not required to file any further report for a change of 1% or more in shareholding
(unless the holding exceeds 5%) or any change in material matters previously reported. Copies of any report must also be furnished to all Japanese financial instruments exchanges on which the corporations shares are listed or in the case of
shares traded on the over-the-counter market, the Japan Securities Dealers Association. For this purpose, shares issuable or transferable to such person upon exercise of
exchangeable securities, conversion of convertible securities or exercise of warrants or stock acquisition rights are taken into account in determining both the number of shares held by that holder and the corporations total issued share
capital.



Daily Price Limits under Japanese Financial
Instruments Exchange Rules



Share prices on
Japanese financial instruments exchanges are determined on a real-time basis by the equilibrium between bids and offers. These exchanges set daily price limits, which limit the maximum range of fluctuation within a single trading day. Daily price
limits are set in absolute yen according to the previous days closing price or special quote. Although transactions may continue at the upward or downward limit price if the limit price is reached on a particular trading day, no transactions
may take place outside these limits. Consequently, an investor wishing to sell at a price above or below the relevant daily limit may not be able to sell its shares at such price on a particular trading day, or at all.



C. Material Contracts



All contracts concluded by Honda during the two years
preceding this filing were entered into in the ordinary course of business.



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D. Exchange Controls



There are no laws, decrees, regulations or other legislation
of Japan which materially affect our ability to import or export capital for our use or our ability to pay dividends or other payments to non-resident holders of our shares.



E. Taxation



Japanese Taxes



The following is a summary of the principal Japanese tax
consequences as of the date of filing of this Form 20-F to owners of Hondas shares or ADSs who are non-resident individuals or
non-Japanese corporations without a permanent establishment in Japan to which income from Hondas shares is attributable. The tax treatment is subject to possible changes in the applicable Japanese laws
or double taxation conventions occurring after that date. This summary is not exhaustive of all possible tax considerations that may apply to a particular investor. Potential investors should consult their own tax advisers as to:



| |  |  | the overall tax consequences of the acquisition, ownership and disposition of shares or ADSs, including specifically the tax consequences under
Japanese law;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the laws of the jurisdiction of which they are resident; and
| | - |  | ------------------------------------------------------------



| |  |  | any tax treaty between Japan and their country of residence.
| | - |  | ------------------------------------------------------------



Generally, a
non-resident of Japan or a non-Japanese corporation is subject to Japanese withholding tax on dividends paid by Japanese corporations.



In the absence of any applicable tax treaty, convention or
agreement reducing the maximum rate of withholding tax, the rate of Japanese withholding tax applicable to dividends paid by Japanese corporations to a non-resident of Japan or a
non-Japanese corporation is (a) 20.42% for dividends to be paid on or before December 31, 2037, and (b) 20% for dividends to be paid thereafter. With respect to dividends paid on listed shares issued by
Japanese corporations (such as Hondas shares) to a non-resident of Japan or a non-Japanese corporation, the aforementioned 20.42% or 20% withholding tax rate is
reduced to (i) 15.315% for dividends to be paid on or before December 31, 2037, and (ii) 15% for dividends to be paid thereafter, except for dividends paid to any individual shareholder who holds 3% or more of the issued shares of that
corporation. Japan has entered into income tax treaties, conventions or agreements, whereby the maximum withholding tax rate is generally set at 15% or 10% for portfolio investors (15% under the income tax treaties with, among others, Belgium,
Canada, Denmark, Finland, Germany, Ireland, Italy, Luxembourg, New Zealand, Norway, Singapore, and Spain, and 10% under the income tax treaties with, among others, Australia, France, the Netherlands, Portugal, Sweden, Switzerland, the United
Kingdom, and the United States).



Pursuant to the
Convention Between the United States of America and Japan for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income (the U.S.-Japan Tax Treaty), a portfolio investor that is a U.S. holder
is generally subject to Japanese withholding tax on dividends on shares at a rate of 10%. Under Japanese tax law, the maximum rate applicable under the tax treaties, conventions or agreements shall be applicable except when such maximum rate is more
than the Japanese statutory rate.



Gains derived
from the sale outside Japan of common stock or Depositary Receipts by a non-resident of Japan or a non-Japanese corporation, or from the sale of common stock within
Japan by a non-resident of Japan or by a non-Japanese corporation not having a permanent establishment in Japan, are in general not subject to Japanese income or
corporation taxes. Japanese inheritance and gift taxes at progressive rates may be payable by an individual who has acquired common stock or Depositary Receipt as a legatee, heir or donee, even if the individual is not a Japanese resident.



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United States Taxes



This section describes the material U.S. federal income tax
consequences of the ownership of shares or ADSs by U.S. holders, as defined below. It applies only to persons who hold shares or ADSs as capital assets for tax purposes.



This section is based on the Internal Revenue Code of 1986,
as amended (the Code), its legislative history, existing and proposed regulations, published rulings and court decisions, all as currently in effect, as well as on the U.S.-Japan Tax Treaty. These laws are subject to change, possibly on
a retroactive basis. In addition, this section is based in part upon the representations of the Depositary and the assumption that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms.



For purposes of the U.S.-Japan Tax Treaty and the
Code, U.S. holders of ADRs evidencing ADSs will be treated as the owners of the shares represented by those ADRs. Exchanges of shares for ADRs and ADRs for shares generally will not be subject to U.S. federal income tax. For purposes of this
discussion, a U.S. holder is a beneficial owner of shares or ADSs that is, for U.S. federal income tax purposes, (i) a citizen or resident individual of the United States, (ii) a domestic corporation, (iii) an estate whose
income is subject to United States federal income tax regardless of its source, or (iv) a trust if a United States court can exercise primary supervision over the trusts administration and one or more United States persons are authorized
to control all substantial decisions of the trust; and that, for purposes of the U.S.-Japan Tax Treaty, is not ineligible for benefits under the U.S.-Japan Tax Treaty with respect to income and gain from the shares or ADSs.



This section does not apply to a person who is a member of a
special class of holders subject to special rules, including a dealer in securities, a trader in securities that elects to use a mark-to-market method of accounting for
its securities holdings, a tax-exempt organization, a life insurance company, a person liable for alternative minimum tax, a person that actually or constructively owns 10% or more of the voting stock of
Honda, a person that holds shares or ADSs as part of a straddle or a hedging or conversion transaction, a person that purchases or sells shares or ADSs as part of a wash sale for tax purposes, or a person whose functional currency is not the U.S.
dollar.



If a partnership holds the shares or
ADSs, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the shares or ADSs should consult its tax advisor with regard to
the U.S. federal income tax treatment of an investment in the shares or ADSs.



This summary is not a comprehensive description of all the tax considerations that may be relevant with respect to a U.S. holders shares or ADSs. Each beneficial owner of shares or ADSs should
consult its own tax advisor regarding the U.S. federal, state and local and other tax consequences of owning and disposing of shares and ADSs in its particular circumstances.



Taxation of Dividends



Under the U.S. federal income tax laws, and subject to the
passive foreign investment company, or PFIC, rules discussed below, the gross amount of any dividend paid by Honda out of its current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) to a U.S. holder is
subject to U.S. federal income taxation. A U.S. holder must include any Japanese tax withheld from the dividend payment in this gross amount even though it does not in fact receive it.



Dividends paid to a noncorporate U.S. holder that constitute qualified dividend income will be taxable to such
holder at the preferential rates applicable to long term capital gains provided that the noncorporate U.S. holder holds the shares or ADSs with respect to which the dividends are paid for more than 60 days during the 121 day period beginning 60 days
before the ex-dividend date and meets other holding period requirements.



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Dividends that Honda pays with respect to the shares or ADSs generally will be qualified dividend income. A U.S. holder must include the dividend in its taxable income when the holder, in the
case of shares, or the Depositary, in the case of ADSs, receives the dividend, actually or constructively. The dividend will not be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of dividends received
from other U.S. corporations. The amount of the dividend distribution that a U.S. holder must include in its income will be the U.S. dollar value of the Japanese yen payments made, determined at the spot Japanese yen/U.S. dollar rate on the date of
the dividend distribution, regardless of whether the payment is in fact converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the U.S. holder includes the dividend
payment in income to the date it converts the payment into U.S. dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. The gain or loss generally will be income
or loss from sources within the U.S. for foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and profits, as determined for U.S. federal income tax purposes, will be treated as a non-taxable return of capital to the extent of U.S. holders basis in the shares or ADSs and thereafter as capital gain. However, Honda does not expect to calculate earnings and profits in accordance with U.S.
federal income tax principles. Accordingly, a U.S. holder should expect to generally treat distributions that Honda makes as dividends.



Subject to certain limitations, the Japanese tax withheld in accordance with the U.S.-Japan Tax Treaty and paid over to Japan will be
creditable or deductible against a U.S. holders United States federal income tax liability. Special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the preferential rates. To the
extent a refund of the tax withheld is available to a U.S. holder under Japanese law or under the U.S.-Japan Tax Treaty, the amount of tax withheld that is refundable will not be eligible for credit against the U.S. holders United States
federal income tax liability.



Dividends will
generally be income from sources outside the United States and will, depending on a U.S. holders circumstances, be either passive or general income for purposes of computing the foreign tax credit allowable to such U.S.
holder.



Taxation of Capital Gains



Subject to the PFIC rules discussed below, if a U.S. holder
sells or otherwise disposes of its shares or ADSs, it will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the U.S. dollar value of the amount that it realizes and its tax basis, determined in U.S.
dollars, in its shares or ADSs. Capital gain of a noncorporate U.S. holder is generally taxed at preferential rates where the property is held for more than one year. The gain or loss will generally be income or loss from sources within the U.S. for
foreign tax credit limitation purposes.



Passive Foreign
Investment Company (PFIC) Rules



Honda
believes its shares and ADSs should not be treated as stock of a PFIC for United States federal income tax purposes. This conclusion is a factual determination that is made annually and thus may be subject to change.



In general, Honda will be a PFIC with respect to a U.S.
holder if for any taxable year in which such holder held shares or ADSs of Honda:



| |  |  | at least 75% of Hondas gross income for the taxable year is passive income; or
| | - |  | -------------------------------------------------------------------------------



| |  |  | at least 50% of the value, determined on the basis of a quarterly average, of Hondas assets is attributable to assets that produce or are held
for the production of passive income.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Passive income generally includes dividends, interest, royalties, rents (other than certain
rents and royalties derived in the active conduct of a trade or business), annuities and gains from assets that produce passive income. If a foreign corporation owns at least 25% by value of the stock of another corporation, the foreign corporation
is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation, and as receiving directly its proportionate share of the other corporations income.



If Honda is treated as a PFIC, and a U.S. holder does not
make a mark-to-market election, as described below, that U.S. holder will be subject to special rules with respect to:



| |  |  | any gain it realizes on the sale or other disposition of its shares or ADSs; and
| | - |  | --------------------------------------------------------------------------------



| |  |  | any excess distribution that Honda makes to the U.S holder (generally, any distributions to it during a single taxable year that are greater than 125%
of the average annual distributions received by it in respect of the shares or ADSs during the three preceding taxable years or, if shorter, its holding period for the shares or ADSs).
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Under these rules:



| |  |  | the gain or excess distribution will be allocated ratably over the U.S. holders holding period for the shares or ADSs,
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | the amount allocated to the taxable year in which it realized the gain or excess distribution will be taxed as ordinary income,
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | the amount allocated to each prior year, with certain exceptions, will be taxed at the highest tax rate in effect for that year, and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such year.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



Special rules apply for
calculating the amount of the foreign tax credit with respect to excess distributions by a PFIC.



If a U.S. holder owns shares or ADSs in a PFIC that are treated as marketable stock, such holder may make a mark-to-market
election. If a U.S. holder makes this election, it will not be subject to the PFIC rules described above. Instead, in general, a U.S. holder will include as ordinary income each year the excess, if any, of the fair market value of its shares or ADSs
at the end of the taxable year over its adjusted basis in its shares or ADSs. These amounts of ordinary income will not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gains. A U.S. holder will
also be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its shares or ADSs over their fair market value at the end of the taxable year (but only to the extent of the net amount of previously included
income as a result of the mark-to-market election). The U.S. holders basis in the shares or ADSs will be adjusted to reflect any such income or loss amount.



Shares or ADSs held by a U.S. holder will be
treated as stock in a PFIC if Honda was a PFIC at any time during the U.S. holders holding period in its shares or ADSs, even if Honda is not currently a PFIC, unless a U.S. holder has made a mark-to-market election with respect to its shares or ADSs or the U.S. holder has otherwise made a purging election with respect to its shares or ADSs.



In addition, notwithstanding any election that a U.S. holder
makes with regard to the shares or ADSs, dividends that a U.S. holder receives from Honda will not constitute qualified dividend income to such holder if Honda is a PFIC (or is treated as a PFIC with respect to such U.S. holder) either in the
taxable year of the distribution or the preceding taxable year. Dividends that a U.S. holder receives that do not constitute qualified dividend income are not eligible for taxation at the preferential rates applicable to qualified dividend income.
Instead, the U.S. holder must include the gross amount of any such dividend paid by Honda out of Hondas accumulated earnings and profits (as determined for United States federal income tax purposes) in the U.S. holders gross income, and
it will be subject to tax at rates applicable to ordinary income.



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If a U.S. holder owns shares or ADSs during any year that Honda is a PFIC with respect to
such U.S. holder, it must file Internal Revenue Service Form 8621, subject to certain applicable exceptions set forth in Internal Revenue Service regulations. U.S. holders should consult their own tax advisors regarding the PFIC rules and potential
filing and other requirements.



F.
Dividends and Paying Agents



Not applicable.



G. Statement by Experts



Not applicable.



H. Documents on Display



Honda is subject to the information requirements of the
Securities Exchange Act of 1934 and, in accordance therewith, it will file annual reports on Form 20-F within six months of its fiscal year-end and furnish other reports
and information on Form 6-K with the Securities and Exchange Commission. These reports and other information can be inspected without charge at the public reference room at the Securities and Exchange
Commission at 100 F Street, N.E., Washington, D.C. 20549. You can also obtain copies of such material by mail from the public reference room of the Securities and Exchange Commission at prescribed fees. You may obtain information on the operation of
the Securities and Exchange public reference room by calling the Securities and Exchange Commission in the United States at 1-800-SEC-0330. The Securities and Exchange
Commission also maintains a web site at www.sec.gov that contains reports, proxy statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. Also, as a foreign private issuer, Honda is
exempt from the rules under the Securities Exchange Act of 1934 prescribing the furnishing and content of proxy statements to shareholders.



I. Subsidiary Information



Not applicable.



Item 11. Quantitative and Qualitative Disclosure about Market Risk



The information required under this Item 11 is set forth in
(b) Market Risk of note (25) Financial Risk Management to the accompanying consolidated financial statements.



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Item 12. Description of Securities Other than Equity Securities



A. Debt Securities



Not applicable.



B. Warrants and Rights



Not applicable.



C. Other Securities



Not applicable.



D. American Depositary Shares



3. Fees and charges



JPMorgan Chase Bank, N.A., as ADR depositary, collects fees
for delivery and surrender of ADSs directly from investors, or from intermediaries acting for them, depositing ordinary shares or surrendering ADSs for the purpose of withdrawal. The ADR depositary collects fees for making distributions to investors
by deducting those fees from the amounts distributed or by selling a portion of the distributable property to pay the fees.



The charges of the ADR depositary payable by investors are as follows:



|                                                                               |  |                                                                                                                                                                                                                                                                                                            |  |                                                                                     |  | 
|------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------- |  | 
|Category(as defined by SEC)                                                    |  | Depositary Actions                                                                                                                                                                                                                                                                                         |  | Associated Fee                                                                     
|(a) Depositing or substituting the underlying shares                           |  | Each person to whom ADRs are issued against deposits of Shares, including deposits and issuances in respect of:
     Share
distributions, stock split, rights, merger      Exchange of securities or any other transaction or event or other distribution affecting the ADSs or the deposited securities |  | USD 5.00 for each 100 ADSs (or portion thereof) evidenced by the new ADRs delivered
|                                                                               |  |                                                                                                                                                                                                                                                                                                           
|(b) Receiving or distributing dividends                                        |  | Not applicable                                                                                                                                                                                                                                                                                             |  |                                                                                    
|                                                                               |  |                                                                                                                                                                                                                                                                                                           
|(c) Selling or exercising rights                                               |  | Distribution or sale of securities, the fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the
deposit of such securities                                                                                                         |  | USD 5.00 for each 100 ADSs (or portion thereof)                                    
|                                                                               |  |                                                                                                                                                                                                                                                                                                           
|(d) Withdrawing an underlying security                                         |  | Acceptance of ADRs surrendered for withdrawal of deposited securities                                                                                                                                                                                                                                      |  | USD 5.00 for each 100 ADSs (or portion thereof) evidenced by the ADRs surrendered  
|                                                                               |  |                                                                                                                                                                                                                                                                                                           
|(e) Transferring, splitting or grouping receipts                               |  | Transfers, combining or grouping of depositary receipts                                                                                                                                                                                                                                                    |  | USD 2.50 per ADS certificate                                                       
|                                                                               |  |                                                                                                                                                                                                                                                                                                           
|(f) General depositary services, particularly those charged on an annual basis |  | Not applicable                                                                                                                                                                                                                                                                                             |  |                                                                                    



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|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                                                                                                                                                             |  | 
|------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|Category                       |  | Depositary Actions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | Associated Fee                                                                                                                                             
|(g) Expenses of the depositary |  | Expenses incurred on behalf of holders in connection with      Compliance with foreign exchange control regulations or
any law or regulation relating to foreign investment      The depositarys or its custodians compliance with applicable law, rule or regulation
     Stock
transfer or other taxes and other governmental charges      Cable, telex, facsimile transmission/delivery 
    Expenses of the depositary in connection with the conversion of foreign currency
into U.S. dollars(which are paid out of such foreign currency)      Any other charge payable by the depositary or its agents |  | Expenses payable at the sole discretion of the depositary by billing holders or by deducting charges from one or more dividends or other cash distributions



4. Direct /
Indirect Payment Disclosure



Honda does not
receive any reimbursement from the depositary bank. JPMorgan Chase Bank, N.A. agreed to waive an out-of-pocket expense of $50,000 associated with the administration of
the ADR program. The out-of-pocket expenses relate to depositary service administration, including but not limited to, dividend disbursement and proxy process. From
April 1, 2016 to March 31, 2017, the Depositary waived $178,869.65 in expenses related to the Ordinary General Meeting of Shareholders.



PART II



Item 13. Defaults, Dividend Arrearages and Delinquencies



None.



Item 14. Material Modifications to the
Rights of Security Holders and Use of Proceeds



None.



Item 15. Controls and Procedures



Disclosure Controls and Procedures



Under the supervision and participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we performed an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the U.S. Securities Exchange Act of 1934) as of March 31, 2017. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and
procedures were effective as of that date.



Managements
Report on Internal Control over Financial Reporting



The management of Honda is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the U.S. Securities Exchange Act of 1934).



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The Companys internal control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that (1) pertain to the
maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of
compliance with policies or procedures may deteriorate.



Our management assessed the effectiveness of internal control over financial reporting as of March 31, 2017 based on the criteria established in Internal Control-Integrated Framework
(2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that assessment, our management concluded that our internal control over financial reporting was effective as of
March 31, 2017.



The Companys
independent registered public accounting firm has audited the effectiveness of the Companys internal control over financial reporting, as stated in their report which is included herein.



Changes in Internal Control over Financial Reporting



No significant changes were made in our internal control over financial reporting for the fiscal year ended
March 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



Item 16A. Audit Committee Financial Expert



Hondas Audit and Supervisory Committee has determined
that Mr. Masafumi Suzuki and Mr. Hideo Takaura are each qualified as an audit committee financial expert as defined by the rules of the SEC. Additionally, Mr. Suzuki and Mr. Takaura each meet the independence
requirements applicable under Section 303A.06 of the New York Stock Exchange Listed Company Manual.



Item 16B. Code of Ethics



Honda has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. A copy of Hondas code of ethics is attached as an exhibit to this Annual Report on Form 20-F.



Item 16C. Principal Accountant Fees and
Services



KPMG AZSA LLC has served as
Hondas independent registered public accounting firm for each of the fiscal years in the three-year period ended March 31, 2017, for which audited financial statements appear in this Annual Report on Form
20-F.



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The following table presents the aggregate fees for professional services and other services
rendered by KPMG AZSA LLC and the various member firms of KPMG International to Honda in fiscal year 2016 and 2017:



|                   |  |                |       |  |      |   |       | 
|------------------ |  | -------------- | ----- |  | ---- | - | ----- | 
|                   |  | Yen (millions) |      
|                   |  | 2016           |       |  | 2017 |  
|Audit Fees         |  | ¥              | 4,415 |  |      | ¥ | 4,583 | 
|Audit-Related Fees |  |                | 127   |  |      |   | 120   | 
|All Other Fees     |  |                | 12    |  |      |   | 8     | 
|                   |  |                |       |  |      |   |       | 
|Total              |  | ¥              | 4,554 |  |      | ¥ | 4,711 | 
|                   |  |                |       |  |      |   |       | 



Audit Fees means
fees for audit services, which are professional services provided by independent auditors for the audit of our annual financial statements or for services that are normally provided by independent auditors with respect to any submissions required
under applicable laws and regulations.



Audit-Related Fees means fees for audit-related services, which are assurance services provided by independent auditors that
are reasonably related to the carrying out of auditing or reviewing of our financial reports and other related services. This category includes fees for agreed-upon or expanded audit procedures related to accounting and/or other records.



All Other Fees mainly includes fees for services
rendered with respect to advisory services.



Pre-approval policies and procedures of the Audit and Supervisory Committee



Under applicable SEC rules, our Audit and Supervisory Committee must pre-approve audit services,
audit-related services, tax services and other services to be provided by the principal accountant to ensure that the independence of the principal accountant under such rules is not impaired as a result of the provision of any of these services.



While, as a general rule, specific pre-approval must be obtained for these services to be provided, our Audit and Supervisory Committee has adopted pre-approval policies and procedures which list particular
audit and non-audit services that may be provided without specific pre-approval. Our Audit and Supervisory Committee reviews this list of services on an annual basis,
and is informed of each such service that is actually provided. Historically, prior to the establishment of our Audit and Supervisory Committee on June 15, 2017, such general pre-approval was conducted by
the predecessor to our Audit and Supervisory Committee, our former Board of Corporate Auditors, a legally separate and independent body from the Board of Directors that had been previously established under Japanese law to perform a similar
corporate function.



All services to be provided
to us by the principal accountant and its affiliates which are not specifically set forth in this list must be specifically pre-approved by our Audit and Supervisory Committee. Historically, prior to the
establishment of our Audit and Supervisory Committee on June 15, 2017, such activities were required to be pre-approved by our former Board of Corporate Auditors.



None of the services described above in this Item 16C. were
waived from the pre-approval requirements pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X.



Item 16D. Exemptions from the Listing
Standards for Audit Committees



Not
applicable.



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Item 16E. Purchases of Equity Securities by the Issuer and Affiliated
Purchasers



The following table sets
forth certain information with respect to purchases by Honda of its own shares during the fiscal year ended March 31, 2017. There were no purchases of Hondas shares by its affiliated purchasers during that fiscal year.



|                                  |  |                                   |  |                               |       |  |                                                                              |  |   |                                                                                   |  |  |   | 
|--------------------------------- |  | --------------------------------- |  | ----------------------------- | ----- |  | ---------------------------------------------------------------------------- |  | - | --------------------------------------------------------------------------------- |  |  | - | 
|Period                            |  | (a)TotalNumber ofSharesPurchased* |  | (b)AveragePrice Paidper Share |       |  | (c)TotalNumber ofSharesPurchased asPart 
ofPubliclyAnnouncedPlans orPrograms |  |   | (d)Maximum YenAmount of Sharesthat May Yet 
BePurchased Underthe Plans orPrograms | 
|April 1 to April 30, 2016         |  | 449                               |  | ¥                             | 2,990 |  |                                                                              |  |  |                                                                                   |  |  |  | 
|May 1 to May 31, 2016             |  | 12                                |  | ¥                             | 3,187 |  |                                                                              |  |  |                                                                                   |  |  |  | 
|June 1 to June 30, 2016           |  | 379                               |  | ¥                             | 2,814 |  |                                                                              |  |  |                                                                                   |  |  |  | 
|July 1 to July 31, 2016           |  | 161                               |  | ¥                             | 2,562 |  |                                                                              |  |  |                                                                                   |  |  |  | 
|August 1 to August 31, 2016       |  | 144                               |  | ¥                             | 2,907 |  |                                                                              |  |  |                                                                                   |  |  |  | 
|September 1 to September 30, 2016 |  | 192                               |  | ¥                             | 3,095 |  |                                                                              |  |  |                                                                                   |  |  |  | 
|October 1 to October 31, 2016     |  | 110                               |  | ¥                             | 2,998 |  |                                                                              |  |  |                                                                                   |  |  |  | 
|November 1 to November 30, 2016   |  | 370                               |  | ¥                             | 3,109 |  |                                                                              |  |  |                                                                                   |  |  |  | 
|December 1 to December 31, 2016   |  | 520                               |  | ¥                             | 3,458 |  |                                                                              |  |  |                                                                                   |  |  |  | 
|January 1 to January 31, 2017     |  | 540                               |  | ¥                             | 3,495 |  |                                                                              |  |  |                                                                                   |  |  |  | 
|February 1 to February 28, 2017   |  | 40                                |  | ¥                             | 3,547 |  |                                                                              |  |  |                                                                                   |  |  |  | 
|March 1 to March 31, 2017         |  | 465                               |  | ¥                             | 3,549 |  |                                                                              |  |  |                                                                                   |  |  |  | 
|                                  |  |                                   |  |                               |       |  |                                                                              |  |   |                                                                                   |  |  |   | 
|Total                             |  | 3,382                             |  | ¥                             | 3,202 |  |                                                                              |  |  |                                                                                   |  |  |   | 
|                                  |  |                                   |  |                               |       |  |                                                                              |  |   |                                                                                   |  |  |   | 



|* | For each month, the number of shares shown in column (a) in excess of the number of shares shown in column (c) represents the aggregate
number of shares representing less than one unit that Honda purchased from the holders thereof upon their request. For an explanation of the right of such holders, see Japanese Unit Share SystemRight of a Holder of Shares Representing
Less Than One Voting Unit to Require Honda to Purchase or Sell Its Shares under Item 10.B of this Annual Report.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 16F. Change in Registrants Certifying Accountant



Not applicable.



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Item 16G. Corporate Governance



Companies listed on the New York Stock Exchange (the
NYSE) must comply with certain standards regarding corporate governance under Section 303A of the NYSE Listed Company Manual.



However, listed companies that are foreign private issuers, such as Honda, are permitted to follow home country practice in lieu of
certain provisions of Section 303A.



The following
table shows the significant differences between the corporate governance practices followed by U.S. listed companies under Section 303A of the NYSE Listed Company Manual and those followed by Honda.



|                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Corporate Governance Practices Followed
byNYSE-listed U.S. Companies                                                                                     |  | Corporate Governance Practices Followed by
Honda                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|A NYSE-listed U.S. company must have a majority of directors meeting the independence requirements under Section 303A of the NYSE Listed Company Manual. |  | Effective on June 15, 2017, Honda adopted a company with an audit and supervisory committee corporate governance system
(the Audit and Supervisory Committee system) under Japans Company Law (to which amendments on this system were effected as of May 1, 2015) upon approval on the amendments to the Articles of Incorporation relating thereto at its
Ordinary General Meeting of Shareholders held on June 15, 2017. 
For Japanese companies which employ the Audit and Supervisory Committee system, including Honda, Japans Company Law requires that such companies
have a board of directors, which shall consist of directors who are audit and supervisory committee members and directors who are not such members, and an audit and supervisory committee, which shall consist of three or more directors, a majority of
which shall be outside directors as defined below. Hondas Articles of Incorporation provides for its Board of Directors consisting of no more than 20 members of whom no more than seven Directors shall be Audit and Supervisory
Committee Members. Honda currently has nine Directors who are not Audit and Supervisory Committee Members and five Directors who are Audit and Supervisory Committee Members. Within those Directors, two out of nine Directors who are not Audit and
Supervisory Committee Members and three out of five Directors who are Audit and Supervisory Committee Members are Outside Directors. Under Japans Company Law, directors who are not audit and supervisory committee members and directors who are
such members shall be separately elected by shareholders at a general meeting of shareholders. In addition, Japans Company Law provides that dismissal of any of directors who are audit and supervisory committee members shall be approved by a
special resolution of a general meeting of shareholders. Under the Articles of Incorporation of Honda, the quorum for a



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|-------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Corporate Governance Practices Followed
byNYSE-listed U.S. Companies |  | Corporate Governance Practices Followed by
Honda                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                     |  | special resolution is one-third of the total number of voting rights, and the approval of not less than two-thirds of the voting
rights held by the shareholders present at the meeting is required for adopting a special resolution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                     |  | Outside director is defined as a director who meets all of the following independence requirements: the relevant person
must be (1) a person who is not an executive director, executive officer, manager or any other employee of the company or any of its subsidiaries and has not been in such position for ten years prior to the assumption of office; (2) if the relevant
person assumed an office of a non-executive director, accounting councilor or corporate auditor of the company or any of its subsidiaries during the ten years mentioned in (1) above, a person who had not been
an executive director, executive officer, manager or any other employee of the company or any of its subsidiaries for further ten years prior to the assumption of such office; (3) a person who is not a director, corporate auditor, executive officer,
manager or any other employee of the parent company or who is not a natural person controlling the company; (4) a person who is not an executive director, executive officer, manager or any other employee of a company which is controlled by the
parent company or by the natural person controlling the company; and (5) a person who is not a spouse or one of a certain kinds of relatives of (a) a director, executive officer, manager or any other important employee of the company or (b) the
natural person controlling the company.  In addition, the listing
rules of the Tokyo Stock Exchange, which Honda is subject to (but reference to corporate auditor below is not applicable to Honda), require listed companies to have at least one independent director or corporate auditor, and
to make efforts to have at least one independent director. Requirements for an independent director/corporate auditor are more stringent than those for outside directors or outside corporate auditors. Unlike an outside director/corporate
auditor, an independent director/corporate auditor may not be (a) a person who is, or has been until recently, a major business counterparty or an executive director, executive officer, manager or employee of the major business counterparties, (b) a
person who is, or has been until recently, a professional advisor receiving significant remuneration from the company, (c) a person who has



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|                                                                                                                                                                                                                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Corporate Governance Practices Followed
byNYSE-listed U.S. Companies                                                                                                                                                                                        |  | Corporate Governance Practices Followed by
Honda                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                            |  | been until recently a director, executive officer, corporate auditor, manager or employee of the parent company or an executive director, executive officer, manager or employee
of the parent companys subsidiaries, or (d) a relative of persons mentioned in (a), (b) and (c) or a relative of certain scope of persons such as directors of the parent company or any of its subsidiaries. Currently Honda has five Outside
Directors all of whom are also independent Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                            | 
|A NYSE-listed U.S. company must have an audit committee composed entirely of independent directors meeting the independence requirements under Section 303A.02 of the NYSE
Listed Company Manual, and the audit committee must have at least three members. |  | On June 15, 2017, pursuant to a resolution of the Ordinary General Meeting of Shareholders, Honda established an Audit and
Supervisory Committee, a body within its Board of Directors. Prior to this date, Honda had a Board of Corporate Auditors, a legally separate and independent body from the Board of Directors, and had relied on an exemption available to foreign
private issuers with Board of Corporate Auditors meeting certain criteria established under their home country law with respect to the requirements of Rule 10A-3 under the U.S. Securities Exchange Act of 1934
relating to listed company audit committees. Following the establishment of the Audit and Supervisory Committee and the termination of the Board of Corporate Auditors, Honda is required to satisfy the requirements set forth Rule 10A-3 under the U.S. Securities Exchange Act of 1934 relating to listed company audit committees. However, as a foreign private issuer, Honda is not subject to the independence requirements applicable to U.S.
issuers pursuant to Section 303A.02 of the NYSE Listed Company manual. Additionally, as a foreign private issuer, Honda is not subject to the requirement under the Section 303A .07 of the NYSE Listed Company manual that the audit committee be made
up of at least three members.  Under Japans Company Law, the
audit and supervisory committee has the following responsibilities: (i) auditing the performance of duties by directors and preparing audit reports, (ii) determining a proposal concerning the appointment and dismissal of the companys
accounting audit firm and the refusal of reappointment of the companys accounting audit firm to be submitted to general meetings of shareholders, (iii) deciding opinions on election, dismissal or resignation of directors who are not audit and
supervisory committee members, in which case the audit and supervisory committee may express its opinion at the general meeting of shareholders, and



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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Corporate Governance Practices Followed
byNYSE-listed U.S. Companies                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | Corporate Governance Practices Followed by
Honda                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | (iv) deciding opinions on compensation of directors who are not audit and supervisory committee members, in which case the audit and supervisory committee may express its opinion
at the general meeting of shareholders. Under Japans Company Law, each director who is an audit and supervisory committee member has a two-year term. In contrast, the term of each director who is not
such member is one year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|A NYSE-listed U.S. company must have a nominating/corporate governance committee entirely of independent directors.                                                                                                                                                                                                                                                                                                                                                                                  |  | Hondas Directors are elected at a general meeting of shareholders. Its Board of Directors does not have the power to fill
vacancies thereon.  A proposal by Hondas Board of Directors
to elect a Director who is an Audit and Supervisory Committee Member must be approved by the Audit and Supervisory Committee. In addition, the Audit and Supervisory Committee is empowered to request that Hondas Directors submit a proposal to a
general meeting of shareholders for election of a Director who is an Audit and Supervisory Committee Member.  The Directors who are Audit and Supervisory Committee Members have the right to state their opinion concerning the proposed election, dismissal or resignation of a Director who is an Audit and Supervisory
Committee Member at the general meeting of shareholders. In addition, the Audit and Supervisory Committee has the right to state its opinion through an Audit and Supervisory Committee Member selected by the Committee concerning the proposed
election, dismissal or resignation of a Director who is not an Audit and Supervisory Committee Member at the general meeting of shareholders.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|A NYSE-listed U.S. company must have a compensation committee composed entirely of independent directors. Compensation committee members must satisfy the additional independence
requirements under Section 303A.02(a)(ii) of the NYSE Listed Company Manual. A compensation committee must also have authority to retain or obtain the advice of compensation and other advisers, subject to prescribed independence criteria that the
committee must consider prior to engaging any such adviser. |  | The maximum total amount of compensation for Hondas Directors is proposed to and voted on by the general meeting of
shareholders, provided that the maximum total amount for Hondas Directors who are Audit and Supervisory Committee Members and that for Hondas Directors who are not such members shall be separately proposed and voted.
 Unless individual amount of compensation for each of Hondas Directors
who is an Audit and Supervisory Committee Member has been determined in the Articles of Incorporation or by a General Meeting of Shareholders, such amount shall be determined by discussion among the Directors who are Audit and Supervisory Committee
Members within the maximum total amount approved at the General                                                                                                                                                                                                                                                                                                                                                                                                                      



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|                                                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Corporate Governance Practices Followed
byNYSE-listed U.S. Companies                                                |  | Corporate Governance Practices Followed by
Honda                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                    |  | Meeting of Shareholders. In addition, unless individual amount of compensation for each of Hondas Directors who is not Audit
and Supervisory Committee Member has been determined in the Articles of Incorporation or by a General Meeting of Shareholders, such amount shall be determined in accordance with the compensation standards approved by the Board of Directors or a
resolution of the Board of Directors within the maximum total amount approved at a General Meeting of Shareholders.  The Directors who are Audit and Supervisory Committee Members have the right to state their opinion concerning compensation for Directors who are Audit and Supervisory Committee Members at the General
Meeting of Shareholders. The Audit and Supervisory Committee has the right to state its opinion through an Audit and Supervisory Committee Member selected by the Committee concerning compensation for Directors who are not Audit and Supervisory
Committee Members.
|                                                                                                                    | 
|A NYSE-listed U.S. company must generally obtain shareholder approval with respect to any equity compensation plan. |  | Currently, Honda has not adopted a stock option compensation plan. If Honda were to adopt such a plan, Honda would be required to obtain shareholder approval with respect to
compensation for the Directors in the form of stock options, but the detailed conditions of the stock options may be determined by the Board of Directors unless they are issued with specifically favorable conditions or price for the Directors
concerning the issuance and exercise of the stock options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



Item 16H.
Mine Safety Disclosure



Not applicable.



PART III



Item 17. Financial
Statements



Not applicable.



Item 18. Financial Statements



See Consolidated Financial Statements
attached hereto.



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##### Table of Contents

Item 19. Exhibits



| |      |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---- |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     
| | 1.1  |  |  | Articles of Incorporation of the registrant (English translation)                                                                                                                                                                                                                                                                                                                                                                                                    
| |     
| | 1.2  |  |  | Share Handling Regulations of the registrant (English translation)                                                                                                                                                                                                                                                                                                                                                                                                   
| |     
| | 1.3  |  |  | Regulations of the Board of Directors of the registrant (English translation)                                                                                                                                                                                                                                                                                                                                                                                        
| |     
| | 1.4  |  |  | Regulations of the Audit and Supervisory Committee of the registrant (English translation)                                                                                                                                                                                                                                                                                                                                                                           
| |     
| | 2.1  |  |  | Specimen common stock certificates of the registrant (English translation) (1)                                                                                                                                                                                                                                                                                                                                                                                       
| |     
| | 2.2  |  |  | Deposit Agreement dated as of December 19, 1962, as amended and restated as of October 1, 1982 (including changes from Amendment to Deposit Agreement dated as of
April 1, 1989) among the registrant, Morgan Guaranty Trust Company of New York (now JPMorgan Chase Bank, N.A.), as Depositary, and all owners and holders from time to time of American Depositary Receipts and European Depositary Receipts,
including the form of American Depositary Receipt (2)
| |     
| | 2.3  |  |  | Form of Amendment No. 2 to Deposit Agreement dated as of April, 1995, among the parties referred to in Exhibit 2.2 above (2)                                                                                                                                                                                                                                                                                                                                         
| |     
| | 2.4  |  |  | Form of Amendment No. 3 to Deposit Agreement dated as of January, 2002, among the parties referred to in Exhibit 2.2 above (3)                                                                                                                                                                                                                                                                                                                                       
| |     
| | 2.5  |  |  | Form of Amendment No. 4 to Deposit Agreement dated as of June, 2006, among the parties referred to in Exhibit 2.2 above (4)                                                                                                                                                                                                                                                                                                                                          
| |     
| | 2.6  |  |  | Form of Amendment No. 5 to Deposit Agreement dated as of June, 2007, among the parties referred to in Exhibit 2.2 above (5)                                                                                                                                                                                                                                                                                                                                          
| |     
| | 8.1  |  |  | List of Significant Subsidiaries (See Organizational Structure in Item 4.C of this Form 20-F)                                                                                                                                                                                                                                                                                                                                                                      
| |     
| | 11.1 |  |  | Code of Ethics (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     
| | 12.1 |  |  | Certification of the principal executive officer required by 17 C.F.R. 240. 13a-14(a)                                                                                                                                                                                                                                                                                                                                                                                
| |     
| | 12.2 |  |  | Certification of the principal financial officer required by 17 C.F.R. 240. 13a-14(a)                                                                                                                                                                                                                                                                                                                                                                                
| |     
| | 13.1 |  |  | Certification of the chief executive officer required by 18 U.S.C. Section 1350                                                                                                                                                                                                                                                                                                                                                                                      
| |     
| | 13.2 |  |  | Certification of the chief financial officer required by 18 U.S.C. Section 1350                                                                                                                                                                                                                                                                                                                                                                                      



|(1) | Incorporated by reference to the registrants Annual Report on Form 20-F 
filed on September 27, 2001.
|--- | ------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to the Registration Statement on Form F-6 (File
No. 33-91842) filed on May 1, 1995.
|--- | -------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to the Registration Statement on Form F-6 (File
No. 333-14228) filed on December 20, 2001.
|--- | --------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to the Registration Statement on Form F-6 (File
No. 333-114874) filed on June 28, 2006.
|--- | -----------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to the Registration Statement on Form F-6 (File
No. 333-143589) filed on June 8, 2007.
|--- | ----------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to the registrants Annual Report on Form 20-F filed on July 9, 2004.
|--- | -----------------------------------------------------------------------------------------------



The Company has not included as
exhibits certain instruments with respect to its long-term debt, the amount of debt authorized under each of which does not exceed 10% of its total assets, and it agrees to furnish a copy of any such instrument to the Securities and Exchange
Commission upon request.



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HONDA MOTOR
CO., LTD.

(Honda Giken Kogyo Kabushiki Kaisha)

(A Japanese Company)

AND SUBSIDIARIES



Consolidated Financial Statements

and

Reports of Independent Registered

Public Accounting Firm



March 31, 2017





To be Included in

The Annual Report

Form 20-F

Filed with

The Securities and Exchange Commission

Washington, D.C., U.S.A.



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Index to Consolidated Financial Statements



|                                                                                            |  |  |      | 
|------------------------------------------------------------------------------------------- |  |  | ---- | 
|Reports of Independent Registered Public Accounting Firm                                    |  |  | F-3  | 
|Consolidated Statements of Financial Position  March 31, 2016 and 2017                     |  |  | F-5  | 
|Consolidated Statements of Income  Years ended March 31, 2015, 2016 and
2017               |  |  | F-6  | 
|Consolidated Statements of Comprehensive Income  Years ended March 31, 2015, 2016 and
2017 |  |  | F-7  | 
|Consolidated Statements of Changes in Equity  Years ended March 31, 2015, 2016 and
2017    |  |  | F-8  | 
|Consolidated Statements of Cash Flows  Years ended March 31, 2015, 2016 and
2017           |  |  | F-9  | 
|Notes to Consolidated Financial Statements                                                  |  |  | F-10 | 



Financial statements of
affiliates and joint ventures are omitted because such affiliates and joint ventures are not individually significant.



F-2



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##### Table of Contents

Report of Independent Registered Public Accounting Firm



The Board of Directors and
Stockholders

Honda Motor Co., Ltd.:



We have audited the accompanying consolidated statements of financial position of Honda Motor Co., Ltd. and subsidiaries as of March 31, 2017 and
2016, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended March 31, 2017. These consolidated financial statements are the responsibility
of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for
our opinion.



In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the financial position of Honda Motor Co., Ltd. and subsidiaries as of March 31, 2017 and 2016, and the results of their operations and their cash flows for each of the
years in the three-year period ended March 31, 2017, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.



We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), Honda Motor Co., Ltd.s internal control over financial reporting as of March 31, 2017, based on criteria established in Internal Control  Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated June 22, 2017 expressed an unqualified opinion on the effectiveness of the Companys internal control over financial reporting.



/s/ KPMG AZSA LLC



Tokyo, Japan

June 22, 2017



F-3



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##### Table of Contents

Report of Independent Registered Public Accounting Firm



The Board of Directors and Stockholders

Honda Motor Co., Ltd.:



We have audited Honda Motor Co., Ltd.s internal control over financial reporting as of March 31, 2017, based on criteria established in
Internal Control Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Honda Motor Co., Ltd.s management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on Internal Control over Financial Reporting. Our responsibility is to
express an opinion on the Companys internal control over financial reporting based on our audit.



We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.



A
companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



In our opinion, Honda Motor Co., Ltd. maintained, in all material respects,
effective internal control over financial reporting as of March 31, 2017, based on criteria established in Internal Control  Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).



We also have audited, in accordance with the
standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of financial position of Honda Motor Co., Ltd. and subsidiaries as of March 31, 2017 and 2016, and the related consolidated statements of
income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended March 31, 2017, and our report dated June 22, 2017 expressed an unqualified opinion on those consolidated financial
statements.



/s/ KPMG AZSA LLC



Tokyo, Japan

June 22, 2017



F-4



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Consolidated Statements of Financial Position



March 31, 2016 and 2017



|                                                  |  |      |  |                |            |   |      |   |            |  
|------------------------------------------------- |  | ---- |  | -------------- | ---------- | - | ---- | - | ---------- | -
|                                                  |  |      |  | Yen (millions) |           
|                                                  |  | Note |  | 2016           |            |   | 2017 |  
|Assets                                            |  |      |  |                |            |   |      |   |            |  
|Current assets:                                   |  |      |  |                |            |   |      |   |            |  
|Cash and cash equivalents                         |  | 5    |  | ¥              | 1,757,456  |   |      | ¥ | 2,105,976  |  
|Trade receivables                                 |  | 6    |  |                | 826,714    |   |      |   | 764,026    |  
|Receivables from financial services               |  | 7    |  |                | 1,926,014  |   |      |   | 1,878,938  |  
|Other financial assets                            |  | 8    |  |                | 103,035    |   |      |   | 149,427    |  
|Inventories                                       |  | 9    |  |                | 1,313,292  |   |      |   | 1,364,130  |  
|Other current assets                              |  |      |  |                | 315,115    |   |      |   | 292,970    |  
|                                                  |  |      |  |                |            |   |      |   |            |  
|Total current assets                              |  |      |  |                | 6,241,626  |   |      |   | 6,555,467  |  
|                                                  |  |      |  |                |            |   |      |   |            |  
|Non-current assets:                               |  |      |  |                |            |   |      |   |            |  
|Investments accounted for using the equity method |  | 10   |  |                | 593,002    |   |      |   | 597,262    |  
|Receivables from financial services               |  | 7    |  |                | 3,082,054  |   |      |   | 3,070,615  |  
|Other financial assets                            |  | 8    |  |                | 335,203    |   |      |   | 364,612    |  
|Equipment on operating leases                     |  | 11   |  |                | 3,678,111  |   |      |   | 4,104,663  |  
|Property, plant and equipment                     |  | 12   |  |                | 3,139,564  |   |      |   | 3,200,378  |  
|Intangible assets                                 |  | 13   |  |                | 824,939    |   |      |   | 778,192    |  
|Deferred tax assets                               |  | 23   |  |                | 180,828    |   |      |   | 121,509    |  
|Other non-current assets                          |  |      |  |                | 153,967    |   |      |   | 165,425    |  
|                                                  |  |      |  |                |            |   |      |   |            |  
|Total non-current assets                          |  |      |  |                | 11,987,668 |   |      |   | 12,402,656 |  
|                                                  |  |      |  |                |            |   |      |   |            |  
|Total assets                                      |  |      |  | ¥              | 18,229,294 |   |      | ¥ | 18,958,123 |  
|                                                  |  |      |  |                |            |   |      |   |            |  
|Liabilities and Equity                            |  |      |  |                |            |   |      |   |            |  
|Current liabilities:                              |  |      |  |                |            |   |      |   |            |  
|Trade payables                                    |  | 14   |  | ¥              | 1,128,041  |   |      | ¥ | 1,183,344  |  
|Financing liabilities                             |  | 15   |  |                | 2,789,620  |   |      |   | 2,786,928  |  
|Accrued expenses                                  |  |      |  |                | 384,614    |   |      |   | 417,736    |  
|Other financial liabilities                       |  | 16   |  |                | 89,809     |   |      |   | 119,784    |  
|Income taxes payable                              |  |      |  |                | 45,872     |   |      |   | 45,507     |  
|Provisions                                        |  | 17   |  |                | 513,232    |   |      |   | 348,095    |  
|Other current liabilities                         |  |      |  |                | 519,163    |   |      |   | 527,448    |  
|                                                  |  |      |  |                |            |   |      |   |            |  
|Total current liabilities                         |  |      |  |                | 5,470,351  |   |      |   | 5,428,842  |  
|                                                  |  |      |  |                |            |   |      |   |            |  
|Non-current liabilities:                          |  |      |  |                |            |   |      |   |            |  
|Financing liabilities                             |  | 15   |  |                | 3,736,628  |   |      |   | 4,022,190  |  
|Other financial liabilities                       |  | 16   |  |                | 47,755     |   |      |   | 47,241     |  
|Retirement benefit liabilities                    |  | 18   |  |                | 660,279    |   |      |   | 494,131    |  
|Provisions                                        |  | 17   |  |                | 264,978    |   |      |   | 248,935    |  
|Deferred tax liabilities                          |  | 23   |  |                | 789,830    |   |      |   | 900,450    |  
|Other non-current liabilities                     |  |      |  |                | 227,685    |   |      |   | 246,708    |  
|                                                  |  |      |  |                |            |   |      |   |            |  
|Total non-current liabilities                     |  |      |  |                | 5,727,155  |   |      |   | 5,959,655  |  
|                                                  |  |      |  |                |            |   |      |   |            |  
|Total liabilities                                 |  |      |  |                | 11,197,506 |   |      |   | 11,388,497 |  
|                                                  |  |      |  |                |            |   |      |   |            |  
|Equity:                                           |  |      |  |                |            |   |      |   |            |  
|Common stock                                      |  |      |  |                | 86,067     |   |      |   | 86,067     |  
|Capital surplus                                   |  |      |  |                | 171,118    |   |      |   | 171,118    |  
|Treasury stock                                    |  |      |  |                | (26,178    | ) |      |   | (26,189    | )
|Retained earnings                                 |  |      |  |                | 6,194,311  |   |      |   | 6,712,894  |  
|Other components of equity                        |  |      |  |                | 336,115    |   |      |   | 351,406    |  
|                                                  |  |      |  |                |            |   |      |   |            |  
|Equity attributable to owners of the parent       |  |      |  |                | 6,761,433  |   |      |   | 7,295,296  |  
|Non-controlling interests                         |  |      |  |                | 270,355    |   |      |   | 274,330    |  
|                                                  |  |      |  |                |            |   |      |   |            |  
|Total equity                                      |  | 19   |  |                | 7,031,788  |   |      |   | 7,569,626  |  
|                                                  |  |      |  |                |            |   |      |   |            |  
|Total liabilities and equity                      |  |      |  | ¥              | 18,229,294 |   |      | ¥ | 18,958,123 |  
|                                                  |  |      |  |                |            |   |      |   |            |  



See accompanying notes to
consolidated financial statements.



F-5



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Consolidated Statements of Income



Years ended March 31, 2015, 2016 and 2017



|                                                                          |  |      |  |                |             |   |      |   |             |      |  |   |             |  
|------------------------------------------------------------------------- |  | ---- |  | -------------- | ----------- | - | ---- | - | ----------- | ---- |  | - | ----------- | -
|                                                                          |  |      |  | Yen (millions) |            
|                                                                          |  | Note |  | 2015           |             |   | 2016 |   |             | 2017 | 
|Sales revenue                                                             |  | 20   |  | ¥              | 13,328,099  |   |      | ¥ | 14,601,151  |      |  | ¥ | 13,999,200  |  
|Operating costs and expenses:                                             |  |      |  |                |             |   |      |   |             |      |  |   |             |  
|Cost of sales                                                             |  |      |  |                | (10,330,784 | ) |      |   | (11,332,399 | )    |  |   | (10,865,848 | )
|Selling, general and administrative                                       |  |      |  |                | (1,720,550  | ) |      |   | (2,108,874  | )    |  |   | (1,601,212  | )
|Research and development                                                  |  | 21   |  |                | (606,162    | ) |      |   | (656,502    | )    |  |   | (691,429    | )
|                                                                          |  |      |  |                |             |   |      |   |             |      |  |   |             |  
|Total operating costs and expenses                                        |  |      |  |                | (12,657,496 | ) |      |   | (14,097,775 | )    |  |   | (13,158,489 | )
|                                                                          |  |      |  |                |             |   |      |   |             |      |  |   |             |  
|Operating profit                                                          |  |      |  |                | 670,603     |   |      |   | 503,376     |      |  |   | 840,711     |  
|                                                                          |  |      |  |                |             |   |      |   |             |      |  |   |             |  
|Share of profit of investments accounted for using the equity method      |  | 10   |  |                | 96,097      |   |      |   | 126,001     |      |  |   | 164,793     |  
|Finance income and finance costs:                                         |  |      |  |                |             |   |      |   |             |      |  |   |             |  
|Interest income                                                           |  | 22   |  |                | 27,037      |   |      |   | 28,468      |      |  |   | 32,389      |  
|Interest expense                                                          |  | 22   |  |                | (18,194     | ) |      |   | (18,146     | )    |  |   | (12,471     | )
|Other, net                                                                |  | 22   |  |                | 30,694      |   |      |   | (4,249      | )    |  |   | (18,436     | )
|                                                                          |  |      |  |                |             |   |      |   |             |      |  |   |             |  
|Total finance income and finance costs                                    |  |      |  |                | 39,537      |   |      |   | 6,073       |      |  |   | 1,482       |  
|                                                                          |  |      |  |                |             |   |      |   |             |      |  |   |             |  
|Profit before income taxes                                                |  |      |  |                | 806,237     |   |      |   | 635,450     |      |  |   | 1,006,986   |  
|Income tax expense                                                        |  | 23   |  |                | (245,139    | ) |      |   | (229,092    | )    |  |   | (327,592    | )
|                                                                          |  |      |  |                |             |   |      |   |             |      |  |   |             |  
|Profit for the year                                                       |  |      |  | ¥              | 561,098     |   |      | ¥ | 406,358     |      |  | ¥ | 679,394     |  
|                                                                          |  |      |  |                |             |   |      |   |             |      |  |   |             |  
|Profit for the year attributable to:                                      |  |      |  |                |             |   |      |   |             |      |  |   |             |  
|Owners of the parent                                                      |  |      |  |                | 509,435     |   |      |   | 344,531     |      |  |   | 616,569     |  
|Non-controlling interests                                                 |  |      |  |                | 51,663      |   |      |   | 61,827      |      |  |   | 62,825      |  
|                                                                          |  |     
|                                                                          |  |      |  | Yen            |            
|                                                                          |  |      |  | 2015           |             |   | 2016 |   |             | 2017 | 
|Earnings per share attributable to owners of the parent Basic and diluted |  | 24   |  | ¥              | 282.66      |   |      | ¥ | 191.16      |      |  | ¥ | 342.10      |  



See accompanying notes to
consolidated financial statements.



F-6



---

##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Consolidated Statements of Comprehensive Income



Years ended March 31, 2015, 2016 and
2017



|                                                                                                         |  |      |    |  |                |   |           |      |  |   |          |   |  |   |         |  
|-------------------------------------------------------------------------------------------------------- |  | ---- | -- |  | -------------- | - | --------- | ---- |  | - | -------- | - |  | - | ------- | -
|                                                                                                         |  |      |    |  | Yen (millions) |  
|                                                                                                         |  | Note |    |  | 2015           |   |           | 2016 |  |   | 2017     |  
|Profit for the year                                                                                      |  |      |    |  |                | ¥ | 561,098   |      |  | ¥ | 406,358  |   |  | ¥ | 679,394 |  
|                                                                                                         |  |      |    | 
|Other comprehensive income, net of tax:                                                                  |  |      |    |  |                |   |           |      |  |   |          |   |  |   |         |  
|Items that will not be reclassified to profit or loss                                                    |  |      |    |  |                |   |           |      |  |   |          |   |  |   |         |  
|Remeasurements of defined benefit plans                                                                  |  |      |    |  |                |   | (101,286  | )    |  |   | (70,709  | ) |  |   | 58,154  |  
|Net changes in revaluation of financial assets measured at fair value through other comprehensive income |  |      |    |  |                |   | 24,007    |      |  |   | (15,797  | ) |  |   | 22,707  |  
|Share of other comprehensive income of investments accounted for using the equity method                 |  |      | 10 |  |                |   | (714      | )    |  |   | (1,274   | ) |  |   | 3,262   |  
|Items that may be reclassified subsequently to profit or loss                                            |  |      |    |  |                |   |           |      |  |   |          |   |  |   |         |  
|Exchange differences on translating foreign operations                                                   |  |      |    |  |                |   | 465,776   |      |  |   | (430,152 | ) |  |   | 8,064   |  
|Share of other comprehensive income of investments accounted for using the equity method                 |  |      | 10 |  |                |   | 57,356    |      |  |   | (36,591  | ) |  |   | (22,644 | )
|                                                                                                         |  |      |    |  |                |   |           |      |  |   |          |   |  |   |         |  
|Total other comprehensive income, net of tax                                                             |  |      | 19 |  |                |   | 445,139   |      |  |   | (554,523 | ) |  |   | 69,543  |  
|                                                                                                         |  |      |    |  |                |   |           |      |  |   |          |   |  |   |         |  
|Comprehensive income for the year                                                                        |  |      |    |  |                | ¥ | 1,006,237 |      |  | ¥ | (148,165 | ) |  | ¥ | 748,937 |  
|                                                                                                         |  |      |    |  |                |   |           |      |  |   |          |   |  |   |         |  
|Comprehensive income for the year attributable to:                                                       |  |      |    |  |                |   |           |      |  |   |          |   |  |   |         |  
|Owners of the parent                                                                                     |  |      |    |  |                |   | 931,709   |      |  |   | (188,580 | ) |  |   | 696,079 |  
|Non-controlling interests                                                                                |  |      |    |  |                |   | 74,528    |      |  |   | 40,415   |   |  |   | 52,858  |  



See accompanying notes to
consolidated financial statements.



F-7



---

##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Consolidated Statements of Changes in Equity



Years ended March 31, 2015, 2016 and
2017



|                                         |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   |          |                          |  |   |             |   |  |   |         |   |  |   |           |  
|---------------------------------------- |  | ---- |  | ------------------------------------------- | ------ |  | -------------- | - | ------- | ------------- |  | - | ---------------- | - |  | ------------------------ | --------- | - | ----- | - | -------- | ------------------------ |  | - | ----------- | - |  | - | ------- | - |  | - | --------- | -
|                                         |  |      |  | Yen (millions)                              |       
|                                         |  |      |  | Equity attributable to owners of the parent |        |  |                |   |         |               | 
|                                         |  | Note |  | Commonstock                                 |        |  | Capitalsurplus |   |         | Treasurystock |  |   | Retainedearnings |   |  | Othercomponentsof equity |           |   | Total |   |          | Non-controllinginterests |  |   | Totalequity |  
|Balance as of April 1, 2014              |  |      |  | ¥                                           | 86,067 |  |                | ¥ | 171,117 |               |  | ¥ | (26,149          | ) |  | ¥                        | 5,831,140 |   |       | ¥ | 273,359  |                          |  | ¥ | 6,335,534   |   |  | ¥ | 223,394 |   |  | ¥ | 6,558,928 |  
|                                         |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   |          |                          |  |   |             |   |  |   |         |   |  |   |           |  
|Comprehensive income for the year        |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   |          |                          |  |   |             |   |  |   |         |   |  |   |           |  
|Profit for the year                      |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          | 509,435   |   |       |   |          |                          |  |   | 509,435     |   |  |   | 51,663  |   |  |   | 561,098   |  
|Other comprehensive income, net of tax   |  | 19   |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   | 422,274  |                          |  |   | 422,274     |   |  |   | 22,865  |   |  |   | 445,139   |  
|                                         |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   |          |                          |  |   |             |   |  |   |         |   |  |   |           |  
|Total comprehensive income for the year  |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          | 509,435   |   |       |   | 422,274  |                          |  |   | 931,709     |   |  |   | 74,528  |   |  |   | 1,006,237 |  
|Reclassification to retained earnings    |  | 19   |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          | (98,401   | ) |       |   | 98,401   |                          |  |   |            |   |  |   |         |   |  |   |          |  
|Transactions with owners and other       |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   |          |                          |  |   |             |   |  |   |         |   |  |   |           |  
|Dividends paid                           |  | 19   |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          | (158,601  | ) |       |   |          |                          |  |   | (158,601    | ) |  |   | (21,566 | ) |  |   | (180,167  | )
|Purchases of treasury stock              |  |      |  |                                             |        |  |                |   |         |               |  |   | (17              | ) |  |                          |           |   |       |   |          |                          |  |   | (17         | ) |  |   |         |   |  |   | (17       | )
|Disposal of treasury stock               |  |      |  |                                             |        |  |                |   |         |               |  |   | 1                |   |  |                          |           |   |       |   |          |                          |  |   | 1           |   |  |   |         |   |  |   | 1         |  
|Equity transactions and others           |  |      |  |                                             |        |  |                |   | 1       |               |  |   |                  |   |  |                          |           |   |       |   |          |                          |  |   | 1           |   |  |   | (2,162  | ) |  |   | (2,161    | )
|                                         |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   |          |                          |  |   |             |   |  |   |         |   |  |   |           |  
|Total transactions with owners and other |  |      |  |                                             |        |  |                |   | 1       |               |  |   | (16              | ) |  |                          | (158,601  | ) |       |   |          |                          |  |   | (158,616    | ) |  |   | (23,728 | ) |  |   | (182,344  | )
|                                         |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   |          |                          |  |   |             |   |  |   |         |   |  |   |           |  
|Balance as of March 31, 2015             |  |      |  | ¥                                           | 86,067 |  |                | ¥ | 171,118 |               |  | ¥ | (26,165          | ) |  | ¥                        | 6,083,573 |   |       | ¥ | 794,034  |                          |  | ¥ | 7,108,627   |   |  | ¥ | 274,194 |   |  | ¥ | 7,382,821 |  
|                                         |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   |          |                          |  |   |             |   |  |   |         |   |  |   |           |  
|Comprehensive income for the year        |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   |          |                          |  |   |             |   |  |   |         |   |  |   |           |  
|Profit for the year                      |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          | 344,531   |   |       |   |          |                          |  |   | 344,531     |   |  |   | 61,827  |   |  |   | 406,358   |  
|Other comprehensive income, net of tax   |  | 19   |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   | (533,111 | )                        |  |   | (533,111    | ) |  |   | (21,412 | ) |  |   | (554,523  | )
|                                         |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   |          |                          |  |   |             |   |  |   |         |   |  |   |           |  
|Total comprehensive income for the year  |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          | 344,531   |   |       |   | (533,111 | )                        |  |   | (188,580    | ) |  |   | 40,415  |   |  |   | (148,165  | )
|Reclassification to retained earnings    |  | 19   |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          | (75,192   | ) |       |   | 75,192   |                          |  |   |            |   |  |   |         |   |  |   |          |  
|Transactions with owners and other       |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   |          |                          |  |   |             |   |  |   |         |   |  |   |           |  
|Dividends paid                           |  | 19   |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          | (158,601  | ) |       |   |          |                          |  |   | (158,601    | ) |  |   | (40,525 | ) |  |   | (199,126  | )
|Purchases of treasury stock              |  |      |  |                                             |        |  |                |   |         |               |  |   | (14              | ) |  |                          |           |   |       |   |          |                          |  |   | (14         | ) |  |   |         |   |  |   | (14       | )
|Disposal of treasury stock               |  |      |  |                                             |        |  |                |   |         |               |  |   | 1                |   |  |                          |           |   |       |   |          |                          |  |   | 1           |   |  |   |         |   |  |   | 1         |  
|Equity transactions and others           |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   |          |                          |  |   |             |   |  |   | (3,729  | ) |  |   | (3,729    | )
|                                         |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   |          |                          |  |   |             |   |  |   |         |   |  |   |           |  
|Total transactions with owners and other |  |      |  |                                             |        |  |                |   |         |               |  |   | (13              | ) |  |                          | (158,601  | ) |       |   |          |                          |  |   | (158,614    | ) |  |   | (44,254 | ) |  |   | (202,868  | )
|                                         |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   |          |                          |  |   |             |   |  |   |         |   |  |   |           |  
|Balance as of March 31, 2016             |  |      |  | ¥                                           | 86,067 |  |                | ¥ | 171,118 |               |  | ¥ | (26,178          | ) |  | ¥                        | 6,194,311 |   |       | ¥ | 336,115  |                          |  | ¥ | 6,761,433   |   |  | ¥ | 270,355 |   |  | ¥ | 7,031,788 |  
|                                         |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   |          |                          |  |   |             |   |  |   |         |   |  |   |           |  
|Comprehensive income for the year        |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   |          |                          |  |   |             |   |  |   |         |   |  |   |           |  
|Profit for the year                      |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          | 616,569   |   |       |   |          |                          |  |   | 616,569     |   |  |   | 62,825  |   |  |   | 679,394   |  
|Other comprehensive income, net of tax   |  | 19   |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   | 79,510   |                          |  |   | 79,510      |   |  |   | (9,967  | ) |  |   | 69,543    |  
|                                         |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   |          |                          |  |   |             |   |  |   |         |   |  |   |           |  
|Total comprehensive income for the year  |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          | 616,569   |   |       |   | 79,510   |                          |  |   | 696,079     |   |  |   | 52,858  |   |  |   | 748,937   |  
|Reclassification to retained earnings    |  | 19   |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          | 64,219    |   |       |   | (64,219  | )                        |  |   |            |   |  |   |         |   |  |   |          |  
|Transactions with owners and other       |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   |          |                          |  |   |             |   |  |   |         |   |  |   |           |  
|Dividends paid                           |  | 19   |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          | (162,205  | ) |       |   |          |                          |  |   | (162,205    | ) |  |   | (47,716 | ) |  |   | (209,921  | )
|Purchases of treasury stock              |  |      |  |                                             |        |  |                |   |         |               |  |   | (12              | ) |  |                          |           |   |       |   |          |                          |  |   | (12         | ) |  |   |         |   |  |   | (12       | )
|Disposal of treasury stock               |  |      |  |                                             |        |  |                |   |         |               |  |   | 1                |   |  |                          |           |   |       |   |          |                          |  |   | 1           |   |  |   |         |   |  |   | 1         |  
|Equity transactions and others           |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   |          |                          |  |   |             |   |  |   | (1,167  | ) |  |   | (1,167    | )
|                                         |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   |          |                          |  |   |             |   |  |   |         |   |  |   |           |  
|Total transactions with owners and other |  |      |  |                                             |        |  |                |   |         |               |  |   | (11              | ) |  |                          | (162,205  | ) |       |   |          |                          |  |   | (162,216    | ) |  |   | (48,883 | ) |  |   | (211,099  | )
|                                         |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   |          |                          |  |   |             |   |  |   |         |   |  |   |           |  
|Balance as of March 31, 2017             |  |      |  | ¥                                           | 86,067 |  |                | ¥ | 171,118 |               |  | ¥ | (26,189          | ) |  | ¥                        | 6,712,894 |   |       | ¥ | 351,406  |                          |  | ¥ | 7,295,296   |   |  | ¥ | 274,330 |   |  | ¥ | 7,569,626 |  
|                                         |  |      |  |                                             |        |  |                |   |         |               |  |   |                  |   |  |                          |           |   |       |   |          |                          |  |   |             |   |  |   |         |   |  |   |           |  



See accompanying notes to
consolidated financial statements.



F-8



---

##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Consolidated Statements of Cash Flows



Years ended March 31, 2015, 2016 and 2017



|                                                                                         |  |      |  |                |            |   |      |   |            |      |  |   |            |  
|---------------------------------------------------------------------------------------- |  | ---- |  | -------------- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                                                                         |  |      |  | Yen (millions) |           
|                                                                                         |  | Note |  | 2015           |            |   | 2016 |   |            | 2017 | 
|Cash flows from operating activities:                                                    |  |      |  |                |            |   |      |   |            |      |  |   |            |  
|Profit before income taxes                                                               |  |      |  | ¥              | 806,237    |   |      | ¥ | 635,450    |      |  | ¥ | 1,006,986  |  
|Depreciation, amortization and impairment losses excluding equipment on operating leases |  |      |  |                | 625,229    |   |      |   | 660,714    |      |  |   | 674,329    |  
|Share of profit of investments accounted for using the equity method                     |  |      |  |                | (96,097    | ) |      |   | (126,001   | )    |  |   | (164,793   | )
|Finance income and finance costs, net                                                    |  |      |  |                | (41,941    | ) |      |   | (982       | )    |  |   | (55,911    | )
|Interest income and interest costs from financial services, net                          |  |      |  |                | (172,275   | ) |      |   | (151,374   | )    |  |   | (119,953   | )
|Changes in assets and liabilities                                                        |  |      |  |                |            |   |      |   |            |      |  |   |            |  
|Trade receivables                                                                        |  |      |  |                | (45,839    | ) |      |   | (88,173    | )    |  |   | 49,217     |  
|Inventories                                                                              |  |      |  |                | (56,285    | ) |      |   | 66,405     |      |  |   | (72,144    | )
|Trade payables                                                                           |  |      |  |                | 22,246     |   |      |   | 105,189    |      |  |   | 12,999     |  
|Accrued expenses                                                                         |  |      |  |                | 8,865      |   |      |   | 32,151     |      |  |   | 50,339     |  
|Provisions and retirement benefit liabilities                                            |  |      |  |                | 107,324    |   |      |   | 329,391    |      |  |   | (252,837   | )
|Receivables from financial services                                                      |  |      |  |                | 316,962    |   |      |   | 354,353    |      |  |   | 40,525     |  
|Equipment on operating leases                                                            |  |      |  |                | (535,165   | ) |      |   | (558,826   | )    |  |   | (435,503   | )
|Other assets and liabilities                                                             |  |      |  |                | 45,255     |   |      |   | 20,765     |      |  |   | 71,940     |  
|Other, net                                                                               |  |      |  |                | (12,931    | ) |      |   | 4,851      |      |  |   | 998        |  
|Dividends received                                                                       |  |      |  |                | 114,501    |   |      |   | 105,477    |      |  |   | 121,770    |  
|Interest received                                                                        |  |      |  |                | 236,344    |   |      |   | 233,873    |      |  |   | 220,947    |  
|Interest paid                                                                            |  |      |  |                | (89,804    | ) |      |   | (92,355    | )    |  |   | (99,607    | )
|Income taxes paid, net of refund                                                         |  |      |  |                | (212,222   | ) |      |   | (139,913   | )    |  |   | (164,229   | )
|                                                                                         |  |      |  |                |            |   |      |   |            |      |  |   |            |  
|Net cash provided by operating activities                                                |  |      |  |                | 1,020,404  |   |      |   | 1,390,995  |      |  |   | 885,073    |  
|Cash flows from investing activities:                                                    |  |      |  |                |            |   |      |   |            |      |  |   |            |  
|Payments for additions to property, plant and equipment                                  |  |      |  |                | (648,205   | ) |      |   | (635,176   | )    |  |   | (494,132   | )
|Payments for additions to and internally developed intangible assets                     |  |      |  |                | (234,915   | ) |      |   | (236,783   | )    |  |   | (143,320   | )
|Proceeds from sales of property, plant and equipment and intangible assets               |  |      |  |                | 33,243     |   |      |   | 25,617     |      |  |   | 18,710     |  
|Payments for acquisitions of subsidiaries, net of cash and cash equivalents acquired     |  |      |  |                |           |   |      |   |           |      |  |   | (2,835     | )
|Payments for acquisitions of investments accounted for using the equity method           |  |      |  |                | (1,971     | ) |      |   | (3,238     | )    |  |   | (547       | )
|Proceeds from sales of investments accounted for using the equity method                 |  |      |  |                |           |   |      |   | 3,237      |      |  |   | 16,208     |  
|Payments for acquisitions of other financial assets                                      |  |      |  |                | (108,873   | ) |      |   | (173,761   | )    |  |   | (222,464   | )
|Proceeds from sales and redemptions of other financial assets                            |  |      |  |                | 119,897    |   |      |   | 145,414    |      |  |   | 177,762    |  
|Other, net                                                                               |  |      |  |                | 328        |   |      |   | (387       | )    |  |   |           |  
|                                                                                         |  |      |  |                |            |   |      |   |            |      |  |   |            |  
|Net cash used in investing activities                                                    |  |      |  |                | (840,496   | ) |      |   | (875,077   | )    |  |   | (650,618   | )
|Cash flows from financing activities:                                                    |  |      |  |                |            |   |      |   |            |      |  |   |            |  
|Proceeds from short-term financing liabilities                                           |  |      |  |                | 8,731,773  |   |      |   | 8,302,231  |      |  |   | 8,207,530  |  
|Repayments of short-term financing liabilities                                           |  |      |  |                | (8,602,054 | ) |      |   | (8,708,320 | )    |  |   | (8,129,295 | )
|Proceeds from long-term financing liabilities                                            |  |      |  |                | 1,505,732  |   |      |   | 1,826,991  |      |  |   | 1,902,448  |  
|Repayments of long-term financing liabilities                                            |  |      |  |                | (1,389,121 | ) |      |   | (1,267,290 | )    |  |   | (1,622,603 | )
|Dividends paid to owners of the parent                                                   |  |      |  |                | (158,601   | ) |      |   | (158,601   | )    |  |   | (162,205   | )
|Dividends paid to non-controlling interests                                              |  |      |  |                | (21,513    | ) |      |   | (40,331    | )    |  |   | (35,059    | )
|Purchases and sales of treasury stock, net                                               |  |      |  |                | (16        | ) |      |   | (13        | )    |  |   | (11        | )
|Other, net                                                                               |  |      |  |                | (53,712    | ) |      |   | (49,966    | )    |  |   | (45,382    | )
|                                                                                         |  |      |  |                |            |   |      |   |            |      |  |   |            |  
|Net cash provided by (used in) financing activities                                      |  |      |  |                | 12,488     |   |      |   | (95,299    | )    |  |   | 115,423    |  
|Effect of exchange rate changes on cash and cash equivalents                             |  |      |  |                | 85,750     |   |      |   | (134,893   | )    |  |   | (1,358     | )
|                                                                                         |  |      |  |                |            |   |      |   |            |      |  |   |            |  
|Net change in cash and cash equivalents                                                  |  |      |  |                | 278,146    |   |      |   | 285,726    |      |  |   | 348,520    |  
|Cash and cash equivalents at beginning of year                                           |  |      |  |                | 1,193,584  |   |      |   | 1,471,730  |      |  |   | 1,757,456  |  
|                                                                                         |  |      |  |                |            |   |      |   |            |      |  |   |            |  
|Cash and cash equivalents at end of year                                                 |  | 5    |  | ¥              | 1,471,730  |   |      | ¥ | 1,757,456  |      |  | ¥ | 2,105,976  |  
|                                                                                         |  |      |  |                |            |   |      |   |            |      |  |   |            |  



See accompanying notes to
consolidated financial statements.



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial Statements



(1) Reporting Entity



Honda Motor Co., Ltd. (the Company) is a public
company domiciled in Japan. The Company and its subsidiaries (collectively Honda) develop, manufacture and distribute motorcycles, automobiles, power products and others throughout the world, and also provide financial services to
customers and dealers for the sale of those products. Principal manufacturing facilities are located in Japan, the United States of America, Canada, Mexico, the United Kingdom, Turkey, Italy, France, China, India, Indonesia, Malaysia, Thailand,
Vietnam, Argentina and Brazil.



(2) Basis of Preparation



(a) Compliance with International
Financial Reporting Standards



The
Companys consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB). The term
IFRS also includes International Accounting Standards (IASs) and the related interpretations of the interpretations committees (SIC and IFRIC).



(b) Basis of Measurement



The consolidated financial statements have been prepared on the historical cost basis, except for certain assets and liabilities
separately stated in note 3.



(c) Functional
Currency and Presentation Currency



The
consolidated financial statements are presented in Japanese yen, which is the functional currency of the Company. All financial information presented in Japanese yen has been rounded to the nearest million Japanese yen, except when otherwise
indicated.



(d) Early Adoption of New
Accounting Standards and Interpretations



Honda has early adopted IFRS 9 Financial Instruments (issued in November 2009, amended in October 2010 and November 2013).



(e) New Accounting Standards and
Interpretations Not Yet Adopted



New or
amended standards and interpretations that have been issued as of the date of approval of the consolidated financial statements but are not effective and have not yet been adopted by Honda as of March 31, 2017 are as follows:



IASB issued the final version of IFRS 9 Financial
Instruments in July 2014. IFRS 9 (issued in 2014) replaces the incurred loss model in IAS 39 with an expected credit loss (ECL) model.



IFRS 9 (issued in 2014) is effective for annual periods
beginning on or after January 1, 2018, with early adoption permitted. Honda plans to apply this standard initially on April 1, 2018.



Under IFRS 9 (issued in 2014), lifetime ECL measurement applies if the credit risk of a financial asset at the reporting date has
increased significantly since initial recognition and 12-month ECL measurement applies if it has not. This standard may affect the amount of the allowance for credit losses on receivables from financial
services, held primarily by the finance subsidiaries of the Company. Honda will continue to assess the overall impact of the adoption of IFRS 9 (issued in 2014) on the consolidated financial statements.



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



This standard will generally be applied retrospectively to each prior reporting period
presented except the exemption allowing it not to restate comparative information for prior periods with respect to classification and measurement (including impairment) changes. Honda plans to apply this exemption. The cumulative effect of the
adoption of IFRS 9 (issued in 2014) will be recognized in retained earnings or other components of equity as at April 1, 2018, if the effects is material.



IASB issued IFRS 15 Revenue from Contracts with Customers in May 2014. IFRS 15 replaces existing revenue recognition guidance,
including IAS 18 Revenue, IAS 11 Construction Contracts and IFRIC 13 Customer Loyalty Programmes



IFRS 15 is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted. Honda plans to apply
this standard initially on April 1, 2018.



IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognized. Under IFRS 15, Honda
assesses at contract inception the goods or services promised in a contract with a customer and identifies such promised goods or services as performance obligations. When a performance obligation is satisfied, Honda recognizes as revenue the amount
of the transaction price that is allocated to that performance obligation and considers the effects of variable consideration when determining the transaction price.



IFRS 15 may affect revenue recognition of those promises
in the customer contract to transfer goods or services without charge to customers such as free inspection. Revenue might be recognized later than at present if those promises are treated as performance obligations. IFRS 15 also may affect
recognition and measurement of dealer incentives. Honda will continue to assess the overall impact of the adoption of IFRS 15 on the consolidated financial statements.



This standard may be applied retrospectively to each prior
reporting period presented (retrospective approach) or retrospectively with the cumulative effect of initially applying this standard recognized at the date of initial application (modified retrospective approach). Honda plans to apply the modified
retrospective approach. The cumulative effect of the initial adoption of IFRS 15 will be recognized in retained earnings as at April 1, 2018, if the effect is material.



IASB issued IFRS 16 Leases in January 2016. IFRS
16 replaces existing lease guidance including IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases  Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.



IFRS 16 is effective for annual periods beginning on or after January 1, 2019, with early adoption permitted for entities that apply
IFRS 15 Revenue from Contracts with Customers at or before the date of initial application of this standard. Honda plans to apply this standard initially on April 1, 2019.



IFRS 16 changes the definition of a lease and provides a single
on-balance lease accounting model for lessees. A lessee recognizes a right-of-use asset representing its right to use the
underlying asset and a lease liability representing its obligation to make lease payments. Honda will recognize new assets and liabilities for operating leases with some exceptions. In addition, the presentation of expenses related to leases will
now change from straight-line operating lease expenses to depreciation charge for right-of-use assets and interest expense on lease liabilities. Lessor accounting
remains similar to the current standard. Honda will continue to assess the overall impact of the adoption of IFRS 16 on the Companys consolidated financial statements.



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



As a lessee, this standard can be applied retrospectively to each prior reporting period
presented (retrospective approach) or retrospectively with the cumulative effect of initially applying this standard recognized at the date of initial application (modified retrospective approach). Honda has not yet determined its transition
approach.



IASB issued the Disclosure Initiative
(Amendments to IAS 7) in January 2016.



The
amendments require disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flow and non-cash
changes.



The amendments are effective for annual
periods beginning on or after January 1, 2017, with early adoption permitted. Honda plans to apply this standard initially on April 1, 2017.



To satisfy the new disclosure requirements, Honda intends to present a reconciliation between the opening and closing balances for
liabilities with changes arising from financing activities.



(f) Use of Estimates and Judgments



The preparation of consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies, the
reported amount of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from these estimates.



These estimates and underlying assumptions are reviewed on a
continuous basis. Changes in these accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.



Information about judgments that have been made in the process of applying accounting policies and that have significant effects on the
amounts reported in the consolidated financial statements is as follows:



| |  |  | Scope of subsidiaries, affiliates and joint ventures (notes 3(a) and 3(b))
| | - |  | --------------------------------------------------------------------------



| |  |  | Recognition of intangible assets arising from development (note 3(h))
| | - |  | ---------------------------------------------------------------------



| |  |  | Accounting for contracts including lease (note 3(i))
| | - |  | ----------------------------------------------------



Information about accounting estimates and assumptions that
have significant effects on the amounts reported in the consolidated financial statements is as follows:



| |  |  | Valuation of financial assets measured at amortized cost (notes 6, 7 and 8)
| | - |  | ---------------------------------------------------------------------------



| |  |  | Fair value of financial instruments (note 26)
| | - |  | ---------------------------------------------



| |  |  | Net realizable value of inventories (note 9)
| | - |  | --------------------------------------------



| |  |  | Recoverable amount of non-financial assets (notes 11, 12 and 13)
| | - |  | ----------------------------------------------------------------



| |  |  | Measurement of provisions (note 17)
| | - |  | -----------------------------------



| |  |  | Measurement of net defined benefit liabilities (assets) (note 18)
| | - |  | -----------------------------------------------------------------



| |  |  | Recoverability of deferred tax assets (note 23)
| | - |  | -----------------------------------------------



| |  |  | Likelihood and magnitude of outflows of resources embodying economic benefits required to settle contingent liabilities (note 28)
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(3) Significant Accounting Policies



(a) Basis of Consolidation



The consolidated financial statements include the accounts
of the Company, its subsidiaries which are directly or indirectly controlled by the Company, and those structured entities which are controlled by Honda. All significant intercompany balances and transactions have been eliminated in consolidation.



Honda controls an entity when Honda is exposed or
has rights to variable returns from involvement with the entity, and has the ability to affect those returns by using its power, which is the current ability to direct the relevant activities, over the entity. To determine whether or not Honda
controls an entity, status of voting rights or similar rights, contractual agreements and other specific factors are taken into consideration.



Structured entities are entities designed so that voting or similar rights are not the dominant factor in deciding who controls the
entity. Honda consolidates structured entities over which it has control, by comprehensively determining whether its control over the entity exists based on any contractual arrangements with such entity as well as the percentage of its voting or
similar rights in the entity.



The financial
statements of subsidiaries are included in the consolidated financial statements from the date when the control is obtained until the date when the control is lost. The financial statements of subsidiaries have been adjusted in order to ensure
consistency with the accounting policies adopted by the Company as necessary.



Changes in the Companys ownership interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. When control over a subsidiary is lost, the investment
retained after the loss of control is remeasured at fair value as of the date of the loss of control, and any gain or loss on such remeasurement and disposal of the interest sold is recognized in profit or loss.



(b) Investments in Affiliates and Joint Ventures
(Investments Accounted for Using the Equity Method)



Affiliates are entities over which Honda has a significant influence over the decisions on financial and operating policies, but does not have control or joint control.



Joint ventures are joint arrangements whereby the parties
including Honda that have joint control have rights to the net assets of the arrangement. Joint arrangements are arrangements of which two or more parties have joint control, and joint control is the contractually agreed sharing of control of an
arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.



Investments in affiliates and joint ventures are accounted for using the equity method from the date when the investees are determined to
be affiliates or joint ventures until the date when they ceased to be classified as affiliates or joint ventures. Under the equity method, the investment is initially recognized at cost, and the carrying amount is subsequently increased or
decreased, to recognize Hondas share of profit or loss and other comprehensive income of the affiliate or the joint venture after the date of initial recognition. The financial statements of affiliates and joint ventures have been adjusted in
order to ensure consistency with the accounting policies adopted by the Company in applying the equity method, as necessary.



The use of the equity method is discontinued from the date when the investees are determined to be no longer affiliates or joint ventures.
Unless the investee becomes a subsidiary, the investment retained after cessation of the equity method is remeasured at fair value, and any gain or loss on such remeasurement and disposal of the investment is recognized in profit or loss.



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(c) Foreign Currency Translations



1) Foreign currency transactions



Foreign currency transactions are translated into the
respective functional currencies at the exchange rates prevailing when such transactions occur. All foreign currency receivables and payables are translated into the respective functional currencies at the applicable exchange rates at the end of the
reporting period. Gains or losses on exchange differences arising on settlement of foreign currency receivables and payables or on their translations at the end of the reporting date are recognized in profit or loss and they are included in finance
income and finance costs-other, net in the consolidated statements of income.



2) Foreign operations



All assets and liabilities of foreign subsidiaries, affiliates and joint ventures (collectively foreign operations), which use a functional currency other than Japanese yen, are translated
into Japanese yen at the exchange rates at the end of the reporting period. All revenues and expenses of foreign operations are translated into Japanese yen at the average exchange rate for the period. Exchange differences arising from translation
are recognized in other comprehensive income and accumulated in other components of equity in the consolidated statements of financial position. When a foreign operation is disposed of, and control, significant influence or joint control over the
foreign operation is lost, the cumulative amount of exchange differences relating to the foreign operation is reclassified from equity to profit or loss.



(d) Financial Instruments



A financial instrument is a contract that gives rise to a financial asset of one entity and a financial liability or equity security of
another entity. When Honda becomes a party to the contractual provision of a financial instrument, the financial instrument is recognized either as a financial asset or as a financial liability. When Honda purchases or sells a financial asset, the
financial asset is recognized or derecognized at the trade date.



1) Non-derivative financial assets



Honda classifies financial assets other than derivatives into financial assets measured at amortized cost, financial
assets measured at fair value through other comprehensive income or financial assets measured at fair value through profit or loss. Honda determines the classification of financial assets upon initial recognition.



Financial assets measured at amortized cost



A financial asset is classified into
financial assets measured at amortized cost when the asset is held within a business model whose objective is to hold the asset in order to collect the contractual cash flows, and the contractual term of the financial asset gives rise on specified
dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets measured at amortized cost are initially measured at their fair value, and are subsequently measured at amortized cost using
the effective interest method.



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



Financial assets measured at fair value



A financial asset other than a financial asset measured at
amortized cost is classified into financial assets measured at fair value. The financial assets measured at fair value are further classified into the following categories, according to their holding purposes:



Financial assets measured at fair value through other
comprehensive income



Honda elects to
designate investments in equity securities such as shares, held for maintaining and strengthening the trade relationship as financial assets measured at fair value through other comprehensive income.



Financial assets measured at fair value through other
comprehensive income are initially measured at their fair value, and subsequent changes in fair value of the investment are presented in other comprehensive income. However, dividends from the investment are principally recognized in profit or loss.



Financial assets measured at fair value
through profit or loss



Financial assets
measured at fair value other than financial assets measured at fair value through other comprehensive income are classified into financial assets measured at fair value through profit or loss.



Financial assets measured at fair value through profit or loss are initially measured at their fair value, and
subsequent changes in fair value are recognized in profit or loss.



Financial assets are derecognized when the contractual rights to cash flows from the financial assets expire, or when the contractual rights to receive the cash flows from the financial assets are
transferred and all risks and rewards of ownership of the financial assets are substantially transferred.



When a financial asset measured at fair value through other comprehensive income is sold, an amount of accumulated other comprehensive
income recognized in other components of equity in the consolidated statements of financial position is directly reclassified to retained earnings.



(Cash and cash equivalents)



Cash and cash equivalents consist of cash on hand, demand deposits, and short-term highly liquid investments that are readily convertible
to known amounts of cash and are subject to insignificant risk of changes in value. Honda includes all highly liquid debt instruments with original maturities of three months or less in cash equivalents.



2) Non-derivative
financial liabilities



Financial liabilities
other than derivatives are initially measured at their fair value, and are subsequently measured at amortized cost using the effective interest method.



Financial liabilities are derecognized, when the obligations specified in the contract are discharged, canceled or expire.



3) Derivatives



Honda has entered into foreign exchange and interest rate
agreements to manage currency and interest rate exposures. These agreements include foreign currency forward contracts, currency option contracts, currency swap agreements and interest rate swap agreements.



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



All these derivatives are initially recognized as assets or liabilities and measured at
fair value, when Honda becomes a party to the contractual provision of the derivatives. Subsequent changes in fair value of derivatives are recognized in profit or loss in the period of the changes.



Honda has not held any derivatives designated as hedges for
the years ended March 31, 2015, 2016 and 2017.



4) Offsetting of financial assets and financial liabilities



Financial assets and financial liabilities are offset and
the net amount is presented in the consolidated statements of financial position, only when Honda currently has a legally enforceable right to offset the recognized amounts, and intends either to settle on a net basis or to realize the asset and
settle the liability simultaneously.



(e)
Inventories



Inventories are measured at the
lower of cost and net realizable value. The cost of inventories includes purchase costs and conversion costs, and it is determined principally by using the first-in
first-out method. Conversion cost includes an appropriate share of production overheads on the normal operation capacity. Net realizable value is the estimated selling price in the ordinary course of business
less the estimated costs of completion and the estimated costs necessary to make the sale.



(f) Equipment on Operating Leases



Equipment on operating leases is measured based on the cost model and carried at its cost less accumulated depreciation and impairment losses.



A vehicle subject to operating lease is initially measured at its cost. Depreciation of equipment on operating
leases is calculated on the straight-line method over the lease term. The depreciable amount is the cost of the vehicle less its residual value which is estimated by using the estimate of future used vehicle value, taking into consideration external
industry data and Hondas historical experience.



(g) Property, Plant and Equipment



Property, plant and equipment is measured based on the cost model and carried at its cost less accumulated depreciation and impairment losses.



Property, plant and equipment is initially measured at its cost. Subsequent expenditures on an item of
property, plant and equipment acquired, are recognized in the carrying amount of the item, only when it is probable that the expenditure will generate a future economic benefit.



Depreciation of property, plant and equipment, except for
land that is not subject to depreciation, is calculated on the straight-line method over the estimated useful life. The depreciable amount is the cost of the asset less the respective estimated residual values.



The estimated useful lives used in calculating depreciation
of property, plant and equipment are mainly as follows:



| |  |  | Buildings and structures: 3 to 50 years
| | - |  | ---------------------------------------



| |  |  | Machinery and equipment: 2 to 20 years
| | - |  | --------------------------------------



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



The depreciation method, useful lives and residual values of property, plant and
equipment are reviewed annually at each fiscal year end, and adjusted prospectively, if appropriate.



(h) Intangible Assets



Intangible assets are measured based on the cost model and carried at their cost less accumulated amortization and impairment losses.



(Research and development)



Development expenditure for a product is capitalized only
when there is a technical and commercial feasibility of completing the development, Honda has intention, ability and sufficient resources to use the outcome of the development, it is probable that the outcome will generate a future economic benefit,
and the cost can be measured reliably.



Capitalized development cost is measured at the sum of expenditures for development incurred between when the foregoing conditions for
capitalization are initially met and when the development is completed, and includes all directly attributable costs to the development process. Capitalized development cost is amortized using the straight-line method over the expected product life
cycle of the developed product ranging mainly from 2 to 6 years.



Expenditures on research and other development expenditures which do not meet the foregoing conditions are expensed as incurred.



(Other intangible asset)



Other intangible assets are initially measured at cost and
principally amortized using the straight-line method over their estimated useful lives. Other intangible assets are mainly comprised of software for internal use whose estimated useful lives range from 3 to 5 years.



The amortization method and useful lives of intangible assets
are reviewed annually at each fiscal year end, and adjusted prospectively, if appropriate.



(i) Lease



An arrangement that is or contains a lease is determined based on the substance of the arrangement by assessment of whether the fulfillment of that arrangement depends on use of a specific asset or group
of assets, and whether a right to use the asset is transferred under the arrangement.



When an arrangement is or contains a lease, the lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to the ownership, based on the substance of the
arrangement. Leases other than finance lease are classified as operating lease.



1) Lease as a lessee



A leased asset and liability for the future lease payment under a finance lease are initially recognized at the lower of fair value of the leased asset or the present value of the minimum lease payments,
each determined at inception of the lease. After the initial recognition, the leased asset is accounted for according to the accounting policies applied to the asset. Lease payments under a finance lease are apportioned between the finance cost and
the reduction in the carrying amount of the liability. Lease payments under an operating lease are recognized as an expense on a straight-line basis over the lease term.



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



2) Lease as a lessor



The finance subsidiaries of the Company engage in the business of leasing vehicles as a lessor. A receivable
from customer held under a finance lease is initially recognized at the amount of net investment in the lease which is the gross investment in the lease discounted at the interest rate implicit in the lease, and included in receivables from
financial services in the consolidated statements of financial position. After the initial recognition, the receivable under finance lease is accounted for in accordance with the accounting policies applied to financial assets. Vehicles subject to
operating leases are presented as equipment on operating leases in the consolidated statements of financial position.



(j) Impairment



1) Financial assets measured at amortized cost



At the end of each reporting period, based on individual
assets or assets grouped according to credit risk characteristics, financial assets measured at amortized cost are assessed to determine whether there is objective evidence that a financial asset or group of financial assets is impaired. Objective
evidence of impairment includes significant financial difficulty of the issuer or the borrowers, a default or delinquency in interest or principal payments, an increase in the probability of bankruptcy or other financial restructuring of the issuer,
and disappearance of an active market for the security.



If there is an objective evidence that financial assets measured at amortized cost is impaired, the amount of impairment loss is measured as the difference between the carrying amount of the assets and
its present value which is calculated by discounting estimated future cash flows using the assets original effective interest rate. The impairment loss is recognized in profit or loss, by deducting the carrying amount of the financial assets
directly or through an allowance account.



Further, if, in a subsequent period, the amount of impairment loss decreases and the decrease can be related objectively to an event
occurring after impairment was recognized, the impairment loss which was recorded in prior periods is reversed and recognized in profit or loss.



Receivables from financial services  Allowance for credit losses



The allowance for credit losses is managements estimate of probable losses incurred on receivables from
financial services. Estimated losses on past due operating lease rental payments are also recognized through an allowance for credit losses.



Consumer finance receivables are collectively evaluated for impairment. Delinquencies and losses are continuously monitored and this
historical experience provides the primary basis for estimating the allowance. Various methodologies are utilized when estimating the allowance for credit losses including models that incorporate vintage loss and delinquency migration analysis. The
models take into consideration attributes of the portfolio including loan-to-value ratios, internal and external credit scores, and collateral types. Economic factors
such as used vehicle prices, unemployment rates, and consumer debt service burdens are also incorporated when estimating losses.



Dealer finance receivables are individually evaluated for impairment when specifically identified as impaired. Dealer finance receivables
are considered to be impaired when it is probable that the finance subsidiaries of the Company will be unable to collect all amounts due according to the original terms of the loan. The determination of whether dealer loans are impaired is based on
evaluations of dealerships payment history, financial condition and cash flows, and their ability to perform under the terms of the loans. Dealer loans that have not been specifically identified as impaired are collectively evaluated for
impairment.



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



Receivables from financial services  Allowance for losses on lease residual
values



The allowance for losses on lease
residual values is managements estimate of probable losses arising from declines in the estimated lease residual values incurred on receivables from finance leases.



The finance subsidiaries of the Company purchase insurance to
cover a substantial amount of the estimated residual value of vehicles leased as finance leases to customers. The allowance for losses on lease residual values are maintained at an amount management deems adequate to cover estimated losses on the
uninsured portion of the vehicles lease residual values. The allowance is also based on managements evaluation of many factors, including current economic conditions, industry experience and the finance subsidiaries historical
experience with residual value losses.



2) Non-financial assets and investments accounted for using the equity method



At the end of the reporting period, the carrying amount of non-financial assets other than
inventories and deferred tax assets (which are comprised mainly of equipment on operating leases, property, plant and equipment, and intangible assets) and investments accounted for using the equity method are assessed to determine whether or not
there is any indication of impairment. If there is such an indication, the recoverable amount of such asset is estimated and compared with the carrying amount of the asset, as test of impairment.



For investments accounted for using the equity method, the
entire carrying amount of each investment in affiliates and joint ventures is tested for impairment as a single asset, when there is objective evidence that the investments accounted for using the equity method may be impaired.



The recoverable amount of an individual asset or
cash-generating units is the higher of fair value less costs to sell and value in use. Value in use is determined as the present value of future cash flows expected to be derived from an asset or a cash-generating unit. A cash-generating unit is
determined as the smallest identifiable group of assets that generate cash inflows which are largely independent of cash inflows from other assets or a group of assets. When it is not possible to estimate the recoverable amount of the individual
asset, the recoverable amount of the cash-generating unit to which the asset belongs is estimated.



When the carrying amount of an asset or a cash-generating unit exceeds the recoverable amount, the carrying amount is reduced to the recoverable amount and an impairment loss is recognized in profit or
loss. An impairment loss for a cash-generating unit is allocated to the assets on the basis of the relative carrying amount of each asset in the unit.



An impairment loss recognized for an asset or a cash-generating unit in prior period is reversed, if there is any indication that the
impairment loss may have decreased or may no longer exist, and when the recoverable amount of the asset exceeds the carrying amount. If this is the case, the carrying amount of the asset is increased to its recoverable amount, but the increased
carrying amount does not exceed the carrying amount (net of depreciation or amortization) calculated on the basis that no impairment loss had occurred in the prior period.



(k) Provisions



Provisions are recognized when Honda has present legal or
constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



Provisions are measured based on the best estimate of expenditure required to settle the
present obligation at the end of the reporting period. Where the effect of the time value of money is material, a provision is measured at the present value of the expenditures required to settle the obligation. In calculating the present value, a pre-tax rate that reflects current market assessment of the time value of money and the risks specific to the liability is used as the discount rate.



(l) Employee Benefits



1) Short-term employee benefits



For short-term employee benefits including salaries, bonuses
and paid annual leave, when the employees render related services, the amounts expected to be paid in exchange for those services are recognized as expenses.



2) Post-employment benefits



Honda has various post-employment benefit plans including defined benefit plans and defined contribution plans.



Defined benefit plans



For defined benefit plans, the present value of defined
benefit obligations less the fair value of plan assets is recognized as either liability or asset in the consolidated statements of financial position.



The present value of defined benefit obligations and service cost are principally determined for each plan using the projected unit credit
method. The discount rate is determined by reference to market yields at the end of the reporting period on high quality corporate bonds that is consistent with the currency and estimated term of the post-employment benefit obligation. Net interest
on the net defined benefit liability (asset) for the reporting period is determined by multiplying the net defined benefit liability (asset) by the discount rate.



Past service cost defined as the change in the present value
of the defined benefit obligation resulting from a plan amendment or curtailment is recognized in profit or loss upon occurrence of the plan amendment or curtailment.



Honda recognizes the difference arising from remeasurement of
present value of the defined benefit obligation and the fair value of the plan asset in other comprehensive income when it is incurred, and reclassifies it immediately to retained earnings.



Defined contribution plans



For defined contribution plans, when the employees render
related services, the contribution payables to defined contribution plan are recognized as expenses.



(m) Equity



1) Common share



Common share issued by the Company is classified as equity, and the proceeds from issuance of common share are included in common stock
and capital surplus.



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



2) Treasury stock



Treasury stock acquired by Honda is recognized at cost and deducted from equity. When treasury stock is sold,
the consideration received is recognized as equity with the difference between the carrying amount and the consideration received included in capital surplus.



(n) Revenue Recognition



Sales revenue is measured at the fair value of consideration received or receivable. Amounts collected from customers and remitted to
governmental authorities such as sales taxes are accounted for on a net basis and, therefore, are deducted from sales revenue.



The specific criteria for revenue recognition for each type of transactions are as follows:



1) Sale of products



Revenue from sale of products is recognized when the
significant risks and rewards of ownership of products are transferred to the customer, Honda retains neither continuous involvement nor effective control over the product, the amount of revenue and the corresponding cost can be measured reliably
and collection of the relevant receivable is reasonably assured. This generally corresponds to the date of delivery of products to customers.



Honda provides dealer incentives retained by the dealer, which generally represent discounts provided from Honda to the dealer. Honda also
provides incentive programs generally in the form of below-market interest rate loans or lease programs for the retail customers to enhance dealers sales activities. The amount incurred for these programs is calculated based on the difference
between the interest or lease rate offered to retail customers and the market-based interest or lease rate. These incentives are estimated and recognized at the time the product is sold to the dealer, and are deducted from sales revenue in the
consolidated statements of income.



2)
Rendering of financial services



Interest
income from receivables from financial services is recognized using the effective interest method. Finance receivable origination fees and certain direct origination costs are included in the calculation of the effective interest rate, and the net
fee or cost is amortized using the effective interest method over the contractual term of the finance receivables.



The finance subsidiaries of the Company offer financial services that contain a lease. Interest income from receivables held under a
finance lease is recognized using the effective interest method. When Honda is the manufacturer or dealer lessor, sales revenue and the corresponding cost for a portion identified as sale of products is recognized in profit or loss in accordance
with the policy on revenue recognition for sale of products. Revenue from operating leases is recognized on a straight-line basis over the term of the lease.



(o) Income Taxes



Income tax expenses are presented as the aggregate amount of current taxes and deferred taxes. Current taxes and deferred taxes are
recognized in profit or loss, except for the tax arising from a transaction which is recognized either in other comprehensive income or directly in equity.



Current taxes are measured at the amount expected to be paid to (or recovered from) the taxation authorities in respect of the taxable
profit (or tax loss) for the reporting period, using the tax rates and tax laws enacted or substantively enacted at the end of the reporting period.



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



Deferred tax assets and liabilities are recognized for future tax consequences
attributable to temporary differences between the carrying amount of assets or liabilities in the consolidated statements of financial position and the tax base of the assets or liabilities and carryforward of unused tax losses and tax credits.
Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unused tax losses, and unused tax credits can be utilized.



Deferred tax liabilities for taxable temporary differences
related to investments in subsidiaries and affiliates, and interest in joint ventures are not recognized to the extent that Honda is able to control the timing of the reversal of the temporary differences and it is probable that they will not
reverse in the foreseeable future. Deferred tax assets for deductible temporary differences arising from investments in subsidiaries and affiliates, and interest in joint ventures are recognized to the extent that it is probable that the temporary
differences will reverse in the foreseeable future and taxable profit will be available against which they can be utilized.



Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the assets are realized or
the liabilities are settled, based on the tax rates and tax laws enacted or substantively enacted at the end of the reporting period. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the
manner in which Honda expects, at the end of reporting period, to recover or settle the carrying amount of its assets and liabilities.



Honda reviews the carrying amount of deferred tax assets at the end of each reporting period, and reduces the carrying amount of deferred
tax assets to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of that deferred tax assets to be utilized.



Deferred tax assets and deferred tax liabilities are offset, only when Honda has a legally enforceable right to
set off current tax assets against current tax liabilities, and the same taxation authority levies income taxes either on the same taxable entity or on different taxable entity which intends either to settle current tax liabilities and assets on a
net basis or to realize the assets and settle the liabilities simultaneously.



Honda recognizes the impact of tax positions in the consolidated financial statements, if any, based on Hondas assessment of various factors including interpretations of tax law and prior
experiences, when it is probable that the positions will be sustained upon examination by the taxation authorities.



(p) Earnings per Share



Basic earnings per share is calculated by dividing profit for the year attributable to owners of the parent by the weighted average number
of common shares outstanding during the period.



(4) Segment
Information



Honda has four reportable
segments: Motorcycle business, Automobile business, Financial services business and Power product and other businesses, which are based on Hondas organizational structure and characteristics of products and services. Operating segments are
defined as the components of Honda for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The accounting policies
used for these reportable segments are consistent with the accounting policies used in the Companys consolidated financial statements.



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



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



|                                   |  |                                                             |  |                                                                      
|---------------------------------- |  | ----------------------------------------------------------- |  | ---------------------------------------------------------------------
|Segment                            |  | Principal products and services                             |  | Functions                                                            
|Motorcycle Business                |  | Motorcycles, all-terrain vehicles (ATVs) and relevant parts |  | Research and developmentManufacturingSales and related services      
|Automobile Business                |  | Automobiles and relevant parts                              |  | Research and developmentManufacturingSales and related services      
|Financial Services Business        |  | Financial services                                          |  | Retail loan and lease related toHonda
productsOthers                 
|Power Product and Other Businesses |  | Power products and relevant parts, and others               |  | Research and developmentManufacturingSales and related
servicesOthers



(a) Segment Information



Segment information as of and for the years
ended March 31, 2015, 2016 and 2017 is as follows:



As of
and for the year ended March 31, 2015



|                                                                                      |  |                    |           |  |                    |   |           |                           |  |   |                                 |  |  |              |         |   |                  |   |            |              |  |   |          |   |  |   |            | 
|------------------------------------------------------------------------------------- |  | ------------------ | --------- |  | ------------------ | - | --------- | ------------------------- |  | - | ------------------------------- |  |  | ------------ | ------- | - | ---------------- | - | ---------- | ------------ |  | - | -------- | - |  | - | ---------- | 
|                                                                                      |  | Yen (millions)     |          
|                                                                                      |  | MotorcycleBusiness |           |  | AutomobileBusiness |   |           | FinancialServicesBusiness |  |   | PowerProductand OtherBusinesses |  |  | SegmentTotal |         |   | ReconcilingItems |   |            | Consolidated | 
|Sales revenue:                                                                        |  |                    |           |  |                    |   |           |                           |  |   |                                 |  |  |              |         |   |                  |   |            |              |  |   |          |   |  |   |            | 
|External customers                                                                    |  | ¥                  | 1,846,666 |  |                    | ¥ | 9,603,335 |                           |  | ¥ | 1,555,550                       |  |  | ¥            | 322,548 |   |                  | ¥ | 13,328,099 |              |  | ¥ |         |   |  | ¥ | 13,328,099 | 
|Intersegment                                                                          |  |                    |          |  |                    |   | 154,536   |                           |  |   | 12,363                          |  |  |              | 24,362  |   |                  |   | 191,261    |              |  |   | (191,261 | ) |  |   |           | 
|                                                                                      |  |                    |           |  |                    |   |           |                           |  |   |                                 |  |  |              |         |   |                  |   |            |              |  |   |          |   |  |   |            | 
|Total                                                                                 |  |                    | 1,846,666 |  |                    |   | 9,757,871 |                           |  |   | 1,567,913                       |  |  |              | 346,910 |   |                  |   | 13,519,360 |              |  |   | (191,261 | ) |  |   | 13,328,099 | 
|                                                                                      |  |                    |           |  |                    |   |           |                           |  |   |                                 |  |  |              |         |   |                  |   |            |              |  |   |          |   |  |   |            | 
|Segment profit (loss)                                                                 |  | ¥                  | 192,154   |  |                    | ¥ | 279,756   |                           |  | ¥ | 202,574                         |  |  | ¥            | (3,881  | ) |                  | ¥ | 670,603    |              |  | ¥ |         |   |  | ¥ | 670,603    | 
|                                                                                      |  |                    |           |  |                    |   |           |                           |  |   |                                 |  |  |              |         |   |                  |   |            |              |  |   |          |   |  |   |            | 
|Share of profit of investments accounted for using the equity method                  |  | ¥                  | 29,234    |  |                    | ¥ | 66,512    |                           |  | ¥ |                                |  |  | ¥            | 351     |   |                  | ¥ | 96,097     |              |  | ¥ |         |   |  | ¥ | 96,097     | 
|Segment assets                                                                        |  |                    | 1,489,703 |  |                    |   | 7,653,645 |                           |  |   | 9,318,545                       |  |  |              | 334,858 |   |                  |   | 18,796,751 |              |  |   | (370,914 | ) |  |   | 18,425,837 | 
|Investments accounted for using the equity method                                     |  |                    | 99,816    |  |                    |   | 510,653   |                           |  |   |                                |  |  |              | 4,506   |   |                  |   | 614,975    |              |  |   |         |   |  |   | 614,975    | 
|Depreciation and amortization                                                         |  |                    | 70,881    |  |                    |   | 525,522   |                           |  |   | 484,526                         |  |  |              | 12,061  |   |                  |   | 1,092,990  |              |  |   |         |   |  |   | 1,092,990  | 
|Capital expenditures                                                                  |  |                    | 87,762    |  |                    |   | 791,626   |                           |  |   | 1,685,245                       |  |  |              | 14,588  |   |                  |   | 2,579,221  |              |  |   |         |   |  |   | 2,579,221  | 
|Impairment losses on non-financial assets                                             |  |                    | 267       |  |                    |   | 13,278    |                           |  |   | 4,077                           |  |  |              | 229     |   |                  |   | 17,851     |              |  |   |         |   |  |   | 17,851     | 
|Provision for credit and lease residual losses on receivables from financial services |  |                    |          |  |                    |   |          |                           |  |   | 19,328                          |  |  |              |        |   |                  |   | 19,328     |              |  |   |         |   |  |   | 19,328     | 



F-23



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



As of and for the year ended March 31, 2016



|                                                                                      |  |                    |           |  |                    |   |            |                           |  |   |                                 |  |  |              |         |   |                  |   |            |              |  |   |          |   |  |   |            | 
|------------------------------------------------------------------------------------- |  | ------------------ | --------- |  | ------------------ | - | ---------- | ------------------------- |  | - | ------------------------------- |  |  | ------------ | ------- | - | ---------------- | - | ---------- | ------------ |  | - | -------- | - |  | - | ---------- | 
|                                                                                      |  | Yen (millions)     |          
|                                                                                      |  | MotorcycleBusiness |           |  | AutomobileBusiness |   |            | FinancialServicesBusiness |  |   | PowerProductand OtherBusinesses |  |  | SegmentTotal |         |   | ReconcilingItems |   |            | Consolidated | 
|Sales revenue:                                                                        |  |                    |           |  |                    |   |            |                           |  |   |                                 |  |  |              |         |   |                  |   |            |              |  |   |          |   |  |   |            | 
|External customers                                                                    |  | ¥                  | 1,805,429 |  |                    | ¥ | 10,625,405 |                           |  | ¥ | 1,835,605                       |  |  | ¥            | 334,712 |   |                  | ¥ | 14,601,151 |              |  | ¥ |         |   |  | ¥ | 14,601,151 | 
|Intersegment                                                                          |  |                    |          |  |                    |   | 142,280    |                           |  |   | 14,095                          |  |  |              | 17,532  |   |                  |   | 173,907    |              |  |   | (173,907 | ) |  |   |           | 
|                                                                                      |  |                    |           |  |                    |   |            |                           |  |   |                                 |  |  |              |         |   |                  |   |            |              |  |   |          |   |  |   |            | 
|Total                                                                                 |  |                    | 1,805,429 |  |                    |   | 10,767,685 |                           |  |   | 1,849,700                       |  |  |              | 352,244 |   |                  |   | 14,775,058 |              |  |   | (173,907 | ) |  |   | 14,601,151 | 
|                                                                                      |  |                    |           |  |                    |   |            |                           |  |   |                                 |  |  |              |         |   |                  |   |            |              |  |   |          |   |  |   |            | 
|Segment profit (loss)                                                                 |  | ¥                  | 181,773   |  |                    | ¥ | 153,366    |                           |  | ¥ | 199,358                         |  |  | ¥            | (31,121 | ) |                  | ¥ | 503,376    |              |  | ¥ |         |   |  | ¥ | 503,376    | 
|                                                                                      |  |                    |           |  |                    |   |            |                           |  |   |                                 |  |  |              |         |   |                  |   |            |              |  |   |          |   |  |   |            | 
|Share of profit of investments accounted for using the equity method                  |  | ¥                  | 26,077    |  |                    | ¥ | 99,362     |                           |  | ¥ |                                |  |  | ¥            | 562     |   |                  | ¥ | 126,001    |              |  | ¥ |         |   |  | ¥ | 126,001    | 
|Segment assets                                                                        |  |                    | 1,412,404 |  |                    |   | 7,493,086  |                           |  |   | 9,071,874                       |  |  |              | 333,586 |   |                  |   | 18,310,950 |              |  |   | (81,656  | ) |  |   | 18,229,294 | 
|Investments accounted for using the equity method                                     |  |                    | 97,195    |  |                    |   | 491,122    |                           |  |   |                                |  |  |              | 4,685   |   |                  |   | 593,002    |              |  |   |         |   |  |   | 593,002    | 
|Depreciation and amortization                                                         |  |                    | 76,267    |  |                    |   | 564,631    |                           |  |   | 622,874                         |  |  |              | 13,770  |   |                  |   | 1,277,542  |              |  |   |         |   |  |   | 1,277,542  | 
|Capital expenditures                                                                  |  |                    | 73,541    |  |                    |   | 796,209    |                           |  |   | 1,972,647                       |  |  |              | 18,251  |   |                  |   | 2,860,648  |              |  |   |         |   |  |   | 2,860,648  | 
|Impairment losses on non-financial assets                                             |  |                    | 99        |  |                    |   | 4,684      |                           |  |   | 6,470                           |  |  |              | 92      |   |                  |   | 11,345     |              |  |   |         |   |  |   | 11,345     | 
|Provision for credit and lease residual losses on receivables from financial services |  |                    |          |  |                    |   |           |                           |  |   | 26,899                          |  |  |              |        |   |                  |   | 26,899     |              |  |   |         |   |  |   | 26,899     | 
|As of and for the year ended March 31,
2017                                           | 
|                                                                                      |  | Yen (millions)     |          
|                                                                                      |  | MotorcycleBusiness |           |  | AutomobileBusiness |   |            | FinancialServicesBusiness |  |   | PowerProductand OtherBusinesses |  |  | SegmentTotal |         |   | ReconcilingItems |   |            | Consolidated | 
|Sales revenue:                                                                        |  |                    |           |  |                    |   |            |                           |  |   |                                 |  |  |              |         |   |                  |   |            |              |  |   |          |   |  |   |            | 
|External customers                                                                    |  | ¥                  | 1,716,165 |  |                    | ¥ | 10,086,816 |                           |  | ¥ | 1,878,094                       |  |  | ¥            | 318,125 |   |                  | ¥ | 13,999,200 |              |  | ¥ |         |   |  | ¥ | 13,999,200 | 
|Intersegment                                                                          |  |                    |          |  |                    |   | 169,850    |                           |  |   | 13,188                          |  |  |              | 31,567  |   |                  |   | 214,605    |              |  |   | (214,605 | ) |  |   |           | 
|                                                                                      |  |                    |           |  |                    |   |            |                           |  |   |                                 |  |  |              |         |   |                  |   |            |              |  |   |          |   |  |   |            | 
|Total                                                                                 |  |                    | 1,716,165 |  |                    |   | 10,256,666 |                           |  |   | 1,891,282                       |  |  |              | 349,692 |   |                  |   | 14,213,805 |              |  |   | (214,605 | ) |  |   | 13,999,200 | 
|                                                                                      |  |                    |           |  |                    |   |            |                           |  |   |                                 |  |  |              |         |   |                  |   |            |              |  |   |          |   |  |   |            | 
|Segment profit (loss)                                                                 |  | ¥                  | 170,740   |  |                    | ¥ | 501,181    |                           |  | ¥ | 178,449                         |  |  | ¥            | (9,659  | ) |                  | ¥ | 840,711    |              |  | ¥ |         |   |  | ¥ | 840,711    | 
|                                                                                      |  |                    |           |  |                    |   |            |                           |  |   |                                 |  |  |              |         |   |                  |   |            |              |  |   |          |   |  |   |            | 
|Share of profit of investments accounted for using the equity method                  |  | ¥                  | 31,835    |  |                    | ¥ | 132,411    |                           |  | ¥ |                                |  |  | ¥            | 547     |   |                  | ¥ | 164,793    |              |  | ¥ |         |   |  | ¥ | 164,793    | 
|Segment assets                                                                        |  |                    | 1,505,637 |  |                    |   | 7,543,388  |                           |  |   | 9,437,044                       |  |  |              | 312,303 |   |                  |   | 18,798,372 |              |  |   | 159,751  |   |  |   | 18,958,123 | 
|Investments accounted for using the equity method                                     |  |                    | 93,410    |  |                    |   | 499,067    |                           |  |   |                                |  |  |              | 4,785   |   |                  |   | 597,262    |              |  |   |         |   |  |   | 597,262    | 
|Depreciation and amortization                                                         |  |                    | 79,398    |  |                    |   | 576,546    |                           |  |   | 664,940                         |  |  |              | 14,544  |   |                  |   | 1,335,428  |              |  |   |         |   |  |   | 1,335,428  | 
|Capital expenditures                                                                  |  |                    | 66,241    |  |                    |   | 607,629    |                           |  |   | 1,886,607                       |  |  |              | 12,272  |   |                  |   | 2,572,749  |              |  |   |         |   |  |   | 2,572,749  | 
|Impairment losses on non-financial assets                                             |  |                    | 185       |  |                    |   | 626        |                           |  |   | 7,987                           |  |  |              | 170     |   |                  |   | 8,968      |              |  |   |         |   |  |   | 8,968      | 
|Provision for credit and lease residual losses on receivables from financial services |  |                    |          |  |                    |   |           |                           |  |   | 31,448                          |  |  |              |        |   |                  |   | 31,448     |              |  |   |         |   |  |   | 31,448     | 



Explanatory notes:



|1. | Segment profit (loss) of each segment is measured in a consistent manner with consolidated operating profit, which is profit before income taxes before share of profit
of investments accounted for using the equity method and finance income and finance costs. Expenses not directly associated with specific segments are allocated based on the most reasonable measures applicable.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | Segment assets of each segment are defined as total assets including investments accounted for using the equity method, derivatives, and deferred tax assets. Segment
assets are based on those directly associated with each segment and those not directly associated with specific segments are allocated based on the most reasonable measures applicable except for the corporate assets described below.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Intersegment sales revenues are generally made at values that approximate arms-length prices.
|-- | ----------------------------------------------------------------------------------------------



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



|4. | Reconciling items include elimination of intersegment transactions and balances as well as unallocated corporate assets. Unallocated corporate assets, included in
reconciling items as of March 31, 2015, 2016 and 2017 amounted to ¥345,266 million, ¥451,387 million and ¥530,809 million, respectively, which consist primarily of the Companys cash and cash equivalents and
financial assets measured at fair value through other comprehensive income.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | Provisions for product warranties accrued for the years ended March 31, 2015, 2016 and 2017 are ¥295,035 million, ¥607,646 million and
¥198,016 million, respectively. These are mainly included in Automobile business.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | The amounts of write-down of inventories recognized as an expense for the years ended March 31, 2015 and 2016 are ¥9,041 million and
¥27,610 million, respectively. These are primarily related to aircraft and aircraft engines, which are included in Power Product and Other businesses. The amount of write-down of inventories recognized as an expense for the year ended
March 31, 2017 is ¥22,707 million and this is primarily related to aircraft and aircraft engines, which are included in Power Product and Other businesses and Automobile business.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(b) Product or Service Groups Information



Sales revenue by product or service groups of Honda for the
years ended March 31, 2015, 2016 and 2017 is as follows:



|                                               |  |                |            |  |      |   |            |      |  |   |            | 
|---------------------------------------------- |  | -------------- | ---------- |  | ---- | - | ---------- | ---- |  | - | ---------- | 
|                                               |  | Yen (millions) |           
|                                               |  | 2015           |            |  | 2016 |   |            | 2017 | 
|Motorcycles and relevant parts                 |  | ¥              | 1,746,284  |  |      | ¥ | 1,679,130  |      |  | ¥ | 1,598,935  | 
|All-terrain vehicles (ATVs) and relevant parts |  |                | 100,382    |  |      |   | 126,299    |      |  |   | 117,230    | 
|Automobiles and relevant parts                 |  |                | 10,295,898 |  |      |   | 11,446,424 |      |  |   | 10,920,594 | 
|Financial services                             |  |                | 862,987    |  |      |   | 1,014,586  |      |  |   | 1,044,316  | 
|Power products and relevant parts              |  |                | 263,232    |  |      |   | 268,486    |      |  |   | 245,881    | 
|Others                                         |  |                | 59,316     |  |      |   | 66,226     |      |  |   | 72,244     | 
|                                               |  |                |            |  |      |   |            |      |  |   |            | 
|Total                                          |  | ¥              | 13,328,099 |  |      | ¥ | 14,601,151 |      |  | ¥ | 13,999,200 | 
|                                               |  |                |            |  |      |   |            |      |  |   |            | 



(c) Geographical
Information



The sales revenue and carrying
amounts of non-current assets other than financial instruments and deferred tax assets based on the location of the Company and its subsidiaries as of and for the years ended March 31, 2015, 2016 and 2017
are as follows:



As of and for the year ended March 31,
2015



|                                                                            |  |                |           |  |              |   |           |                |  |   |           |  |  |   |            | 
|--------------------------------------------------------------------------- |  | -------------- | --------- |  | ------------ | - | --------- | -------------- |  | - | --------- |  |  | - | ---------- | 
|                                                                            |  | Yen (millions) |          
|                                                                            |  | Japan          |           |  | UnitedStates |   |           | OtherCountries |  |   | Total     | 
|Sales revenue                                                               |  | ¥              | 2,137,844 |  |              | ¥ | 6,102,633 |                |  | ¥ | 5,087,622 |  |  | ¥ | 13,328,099 | 
|Non-current assets other than financial instruments and deferred tax
assets |  | ¥              | 2,279,156 |  |              | ¥ | 3,640,230 |                |  | ¥ | 1,522,034 |  |  | ¥ | 7,441,420  | 



As of and for the year ended
March 31, 2016



|                                                                            |  |                |           |  |              |   |           |                |  |   |           |  |  |   |            | 
|--------------------------------------------------------------------------- |  | -------------- | --------- |  | ------------ | - | --------- | -------------- |  | - | --------- |  |  | - | ---------- | 
|                                                                            |  | Yen (millions) |          
|                                                                            |  | Japan          |           |  | UnitedStates |   |           | OtherCountries |  |   | Total     | 
|Sales revenue                                                               |  | ¥              | 2,022,931 |  |              | ¥ | 7,263,557 |                |  | ¥ | 5,314,663 |  |  | ¥ | 14,601,151 | 
|Non-current assets other than financial instruments and deferred tax
assets |  | ¥              | 2,426,439 |  |              | ¥ | 3,759,009 |                |  | ¥ | 1,611,133 |  |  | ¥ | 7,796,581  | 



F-25



---

##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



As of and for the year ended March 31, 2017



|                                                                           |  |                |           |  |              |   |           |                |  |   |           |  |  |   |            | 
|-------------------------------------------------------------------------- |  | -------------- | --------- |  | ------------ | - | --------- | -------------- |  | - | --------- |  |  | - | ---------- | 
|                                                                           |  | Yen (millions) |          
|                                                                           |  | Japan          |           |  | UnitedStates |   |           | OtherCountries |  |   | Total     | 
|Sales revenue                                                              |  | ¥              | 2,114,833 |  |              | ¥ | 6,755,460 |                |  | ¥ | 5,128,907 |  |  | ¥ | 13,999,200 | 
|Non-current assets other than financial instruments anddeferred tax
assets |  | ¥              | 2,492,467 |  |              | ¥ | 4,067,831 |                |  | ¥ | 1,688,360 |  |  | ¥ | 8,248,658  | 



(d) Supplemental
Geographical Information



In addition to the
disclosure required by IFRS, Honda provides the following supplemental information for the financial statements users:



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



As of and for the year ended March 31, 2015



|                                                                            |  |                |           |   |              |   |            |        |  |   |         |   |  |              |           |  |       |   |         |                  |  |   |              |  |  |   |            |   |  |   |            | 
|--------------------------------------------------------------------------- |  | -------------- | --------- | - | ------------ | - | ---------- | ------ |  | - | ------- | - |  | ------------ | --------- |  | ----- | - | ------- | ---------------- |  | - | ------------ |  |  | - | ---------- | - |  | - | ---------- | 
|                                                                            |  | Yen (millions) |          
|                                                                            |  | Japan          |           |   | NorthAmerica |   |            | Europe |  |   | Asia    |   |  | OtherRegions |           |  | Total |   |         | ReconcilingItems |  |   | Consolidated | 
|Sales revenue:                                                              |  |                |           |   |              |   |            |        |  |   |         |   |  |              |           |  |       |   |         |                  |  |   |              |  |  |   |            |   |  |   |            | 
|External customers                                                          |  | ¥              | 2,137,844 |   |              | ¥ | 6,870,388  |        |  | ¥ | 656,195 |   |  | ¥            | 2,716,529 |  |       | ¥ | 947,143 |                  |  | ¥ | 13,328,099   |  |  | ¥ |           |   |  | ¥ | 13,328,099 | 
|Inter-geographic areas                                                      |  |                | 1,793,123 |   |              |   | 330,475    |        |  |   | 67,729  |   |  |              | 612,015   |  |       |   | 3,199   |                  |  |   | 2,806,541    |  |  |   | (2,806,541 | ) |  |   |           | 
|                                                                            |  |                |           |   |              |   |            |        |  |   |         |   |  |              |           |  |       |   |         |                  |  |   |              |  |  |   |            |   |  |   |            | 
|Total                                                                       |  |                | 3,930,967 |   |              |   | 7,200,863  |        |  |   | 723,924 |   |  |              | 3,328,544 |  |       |   | 950,342 |                  |  |   | 16,134,640   |  |  |   | (2,806,541 | ) |  |   | 13,328,099 | 
|                                                                            |  |                |           |   |              |   |            |        |  |   |         |   |  |              |           |  |       |   |         |                  |  |   |              |  |  |   |            |   |  |   |            | 
|Operating profit (loss)                                                     |  | ¥              | 210,171   |   |              | ¥ | 181,525    |        |  | ¥ | (22,615 | ) |  | ¥            | 278,855   |  |       | ¥ | 40,167  |                  |  | ¥ | 688,103      |  |  | ¥ | (17,500    | ) |  | ¥ | 670,603    | 
|                                                                            |  |                |           |   |              |   |            |        |  |   |         |   |  |              |           |  |       |   |         |                  |  |   |              |  |  |   |            |   |  |   |            | 
|Assets                                                                      |  | ¥              | 4,231,472 |   |              | ¥ | 10,454,542 |        |  | ¥ | 667,945 |   |  | ¥            | 2,526,914 |  |       | ¥ | 677,831 |                  |  | ¥ | 18,558,704   |  |  | ¥ | (132,867   | ) |  | ¥ | 18,425,837 | 
|Non-current assets other than financial instruments and deferred tax
assets |  | ¥              | 2,279,156 |   |              | ¥ | 4,084,678  |        |  | ¥ | 120,217 |   |  | ¥            | 760,642   |  |       | ¥ | 196,727 |                  |  | ¥ | 7,441,420    |  |  | ¥ |           |   |  | ¥ | 7,441,420  | 
|As of and for the year ended March 31,
2016                                 | 
|                                                                            |  | Yen (millions) |          
|                                                                            |  | Japan          |           |   | NorthAmerica |   |            | Europe |  |   | Asia    |   |  | OtherRegions |           |  | Total |   |         | ReconcilingItems |  |   | Consolidated | 
|Sales revenue:                                                              |  |                |           |   |              |   |            |        |  |   |         |   |  |              |           |  |       |   |         |                  |  |   |              |  |  |   |            |   |  |   |            | 
|External customers                                                          |  | ¥              | 2,022,931 |   |              | ¥ | 8,123,655  |        |  | ¥ | 693,255 |   |  | ¥            | 2,955,690 |  |       | ¥ | 805,620 |                  |  | ¥ | 14,601,151   |  |  | ¥ |           |   |  | ¥ | 14,601,151 | 
|Inter-geographic areas                                                      |  |                | 1,905,654 |   |              |   | 413,427    |        |  |   | 82,782  |   |  |              | 579,683   |  |       |   | 3,032   |                  |  |   | 2,984,578    |  |  |   | (2,984,578 | ) |  |   |           | 
|                                                                            |  |                |           |   |              |   |            |        |  |   |         |   |  |              |           |  |       |   |         |                  |  |   |              |  |  |   |            |   |  |   |            | 
|Total                                                                       |  |                | 3,928,585 |   |              |   | 8,537,082  |        |  |   | 776,037 |   |  |              | 3,535,373 |  |       |   | 808,652 |                  |  |   | 17,585,729   |  |  |   | (2,984,578 | ) |  |   | 14,601,151 | 
|                                                                            |  |                |           |   |              |   |            |        |  |   |         |   |  |              |           |  |       |   |         |                  |  |   |              |  |  |   |            |   |  |   |            | 
|Operating profit (loss)                                                     |  | ¥              | (98,714   | ) |              | ¥ | 210,862    |        |  | ¥ | 18,747  |   |  | ¥            | 335,508   |  |       | ¥ | (8,322  | )                |  | ¥ | 458,081      |  |  | ¥ | 45,295     |   |  | ¥ | 503,376    | 
|                                                                            |  |                |           |   |              |   |            |        |  |   |         |   |  |              |           |  |       |   |         |                  |  |   |              |  |  |   |            |   |  |   |            | 
|Assets                                                                      |  | ¥              | 4,258,071 |   |              | ¥ | 10,240,942 |        |  | ¥ | 719,561 |   |  | ¥            | 2,467,481 |  |       | ¥ | 603,754 |                  |  | ¥ | 18,289,809   |  |  | ¥ | (60,515    | ) |  | ¥ | 18,229,294 | 
|Non-current assets other than financial instruments and deferred tax
assets |  | ¥              | 2,426,439 |   |              | ¥ | 4,364,808  |        |  | ¥ | 118,992 |   |  | ¥            | 713,968   |  |       | ¥ | 172,374 |                  |  | ¥ | 7,796,581    |  |  | ¥ |           |   |  | ¥ | 7,796,581  | 



F-26



---

##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



As of and for the year ended March 31, 2017



|                                                                            |  |                |           |  |              |   |            |        |  |   |         |  |  |              |           |  |       |   |         |                  |  |   |              |  |  |   |            |   |  |   |            | 
|--------------------------------------------------------------------------- |  | -------------- | --------- |  | ------------ | - | ---------- | ------ |  | - | ------- |  |  | ------------ | --------- |  | ----- | - | ------- | ---------------- |  | - | ------------ |  |  | - | ---------- | - |  | - | ---------- | 
|                                                                            |  | Yen (millions) |          
|                                                                            |  | Japan          |           |  | NorthAmerica |   |            | Europe |  |   | Asia    |  |  | OtherRegions |           |  | Total |   |         | ReconcilingItems |  |   | Consolidated | 
|Sales revenue:                                                              |  |                |           |  |              |   |            |        |  |   |         |  |  |              |           |  |       |   |         |                  |  |   |              |  |  |   |            |   |  |   |            | 
|External customers                                                          |  | ¥              | 2,114,833 |  |              | ¥ | 7,621,550  |        |  | ¥ | 638,436 |  |  | ¥            | 2,893,404 |  |       | ¥ | 730,977 |                  |  | ¥ | 13,999,200   |  |  | ¥ |           |   |  | ¥ | 13,999,200 | 
|Inter-geographic areas                                                      |  |                | 1,998,576 |  |              |   | 476,518    |        |  |   | 150,957 |  |  |              | 562,629   |  |       |   | 2,518   |                  |  |   | 3,191,198    |  |  |   | (3,191,198 | ) |  |   |           | 
|                                                                            |  |                |           |  |              |   |            |        |  |   |         |  |  |              |           |  |       |   |         |                  |  |   |              |  |  |   |            |   |  |   |            | 
|Total                                                                       |  |                | 4,113,409 |  |              |   | 8,098,068  |        |  |   | 789,393 |  |  |              | 3,456,033 |  |       |   | 733,495 |                  |  |   | 17,190,398   |  |  |   | (3,191,198 | ) |  |   | 13,999,200 | 
|                                                                            |  |                |           |  |              |   |            |        |  |   |         |  |  |              |           |  |       |   |         |                  |  |   |              |  |  |   |            |   |  |   |            | 
|Operating profit (loss)                                                     |  | ¥              | 104,560   |  |              | ¥ | 398,725    |        |  | ¥ | 12,112  |  |  | ¥            | 331,466   |  |       | ¥ | 29,016  |                  |  | ¥ | 875,879      |  |  | ¥ | (35,168    | ) |  | ¥ | 840,711    | 
|                                                                            |  |                |           |  |              |   |            |        |  |   |         |  |  |              |           |  |       |   |         |                  |  |   |              |  |  |   |            |   |  |   |            | 
|Assets                                                                      |  | ¥              | 4,236,574 |  |              | ¥ | 10,743,185 |        |  | ¥ | 675,983 |  |  | ¥            | 2,694,622 |  |       | ¥ | 670,332 |                  |  | ¥ | 19,020,696   |  |  | ¥ | (62,573    | ) |  | ¥ | 18,958,123 | 
|Non-current assets other than financial instruments and deferred tax
assets |  | ¥              | 2,492,467 |  |              | ¥ | 4,766,609  |        |  | ¥ | 107,443 |  |  | ¥            | 694,919   |  |       | ¥ | 187,220 |                  |  | ¥ | 8,248,658    |  |  | ¥ |           |   |  | ¥ | 8,248,658  | 



Explanatory notes:



|1. | Major countries or regions in each geographic area:
|-- | ---------------------------------------------------



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



|2. | Operating profit (loss) of each geographical region is measured in a consistent manner with consolidated operating profit, which is profit before income taxes before
share of profit of investments accounted for using the equity method and finance income and finance costs.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Assets of each geographical region are defined as total assets including investments accounted for using the equity method, derivatives, and deferred tax assets.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | Sales revenues between geographic areas are generally made at values that approximate arms-length prices.
|-- | ----------------------------------------------------------------------------------------------------------

|5. | Reconciling items include elimination of inter-geographic transactions and balances as well as unallocated corporate assets. Unallocated corporate assets, included in
reconciling items as of March 31, 2015, 2016 and 2017 amounted to ¥345,266 million, ¥451,387 million and ¥530,809 million, respectively, which consist primarily of the Companys cash and cash equivalents and
financial assets measured at fair value through other comprehensive income.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(5) Cash and Cash Equivalents



Cash and cash equivalents as of March 31, 2016 and 2017 consist of the following:



|                  |  |                |           |  |      |   |           | 
|----------------- |  | -------------- | --------- |  | ---- | - | --------- | 
|                  |  | Yen (millions) |          
|                  |  | 2016           |           |  | 2017 |  
|Cash and deposits |  | ¥              | 1,157,781 |  |      | ¥ | 1,528,861 | 
|Cash equivalents  |  |                | 599,675   |  |      |   | 577,115   | 
|                  |  |                |           |  |      |   |           | 
|Total             |  | ¥              | 1,757,456 |  |      | ¥ | 2,105,976 | 
|                  |  |                |           |  |      |   |           | 



Cash equivalents held by
Honda mainly consist of money market funds and certificates of deposit.



F-27



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(6) Trade Receivables



Trade receivables are classified as financial assets
measured at amortized cost.



Trade receivables as
of March 31, 2016 and 2017 consist of the following:



|                                    |  |                |         |   |      |   |         |  
|----------------------------------- |  | -------------- | ------- | - | ---- | - | ------- | -
|                                    |  | Yen (millions) |        
|                                    |  | 2016           |         |   | 2017 |  
|Trade accounts and notes receivable |  | ¥              | 705,629 |   |      | ¥ | 675,032 |  
|Other                               |  |                | 136,973 |   |      |   | 103,504 |  
|Allowance for doubtful accounts     |  |                | (15,888 | ) |      |   | (14,510 | )
|                                    |  |                |         |   |      |   |         |  
|Total                               |  | ¥              | 826,714 |   |      | ¥ | 764,026 |  
|                                    |  |                |         |   |      |   |         |  



The changes in the allowance
for doubtful trade receivables for the years ended March 31, 2015, 2016 and 2017 are as follows:



|                                                       |  |                |        |   |      |   |        |      |  |   |        |  
|------------------------------------------------------ |  | -------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                                       |  | Yen (millions) |       
|                                                       |  | 2015           |        |   | 2016 |   |        | 2017 | 
|Balance at beginning of year                           |  | ¥              | 7,260  |   |      | ¥ | 5,367  |      |  | ¥ | 15,888 |  
|                                                       |  |                |        |   |      |   |        |      |  |   |        |  
|Provision                                              |  | ¥              | 58     |   |      | ¥ | 11,786 |      |  | ¥ | 5,046  |  
|Charge-offs                                            |  |                | (1,589 | ) |      |   | (593   | )    |  |   | (6,389 | )
|Exchange differences on translating foreign operations |  |                | (362   | ) |      |   | (672   | )    |  |   | (35    | )
|                                                       |  |                |        |   |      |   |        |      |  |   |        |  
|Balance at end of year                                 |  | ¥              | 5,367  |   |      | ¥ | 15,888 |      |  | ¥ | 14,510 |  
|                                                       |  |                |        |   |      |   |        |      |  |   |        |  



(7) Receivables from Financial Services



The finance subsidiaries of the Company
provide various financial services to customers and dealers in order to support the sale of our products. These receivables from financial services are categorized as follows:



Consumer finance receivables:



Retail receivables primarily consist of receivables from
installment contracts with customers.



Finance
lease receivables primarily consist of receivables from non-cancelable auto leases with customers.



Dealer finance receivables:



Wholesale receivables primarily consist of financing receivables from dealers for the purchase of inventories and dealer loans.



Receivables from financial services are
classified into financial assets measured at amortized cost.



F-28



---

##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



Receivables from financial services as of March 31, 2016 and 2017 consist of the
following:



|                                              |  |                |           |   |      |   |           |  
|--------------------------------------------- |  | -------------- | --------- | - | ---- | - | --------- | -
|                                              |  | Yen (millions) |          
|                                              |  | 2016           |           |   | 2017 |  
|Consumer finance receivables:                 |  |                |           |   |      |   |           |  
|Retail                                        |  | ¥              | 4,227,816 |   |      | ¥ | 4,199,715 |  
|Finance lease                                 |  |                | 227,502   |   |      |   | 184,339   |  
|Dealer finance receivables:                   |  |                |           |   |      |   |           |  
|Wholesale                                     |  |                | 589,889   |   |      |   | 608,549   |  
|                                              |  |                |           |   |      |   |           |  
|Subtotal                                      |  | ¥              | 5,045,207 |   |      | ¥ | 4,992,603 |  
|                                              |  |                |           |   |      |   |           |  
|Allowance for credit losses                   |  | ¥              | (25,565   | ) |      | ¥ | (31,499   | )
|Allowance for losses on lease residual values |  |                | (1,615    | ) |      |   | (1,663    | )
|Unearned interest income and fees             |  |                | (9,959    | ) |      |   | (9,888    | )
|                                              |  |                |           |   |      |   |           |  
|Total                                         |  | ¥              | 5,008,068 |   |      | ¥ | 4,949,553 |  
|                                              |  |                |           |   |      |   |           |  
|                                              |  |               
|Current assets                                |  | ¥              | 1,926,014 |   |      | ¥ | 1,878,938 |  
|Non-current assets                            |  |                | 3,082,054 |   |      |   | 3,070,615 |  
|                                              |  |                |           |   |      |   |           |  
|Total                                         |  | ¥              | 5,008,068 |   |      | ¥ | 4,949,553 |  
|                                              |  |                |           |   |      |   |           |  



Finance lease receivables



The gross investment in the lease and the
present value of minimum lease payments receivable as of March 31, 2016 and 2017 are as follows:



|                                                   |  |                |         |   |                       |   |         |                    |  |   |       |   |  |   |         |  
|-------------------------------------------------- |  | -------------- | ------- | - | --------------------- | - | ------- | ------------------ |  | - | ----- | - |  | - | ------- | -
|                                                   |  | Yen (millions) |        
|As of March 31, 2016                               |  | Within 1 year  |         |   | Between 1 and 5 years |   |         | Later than 5 years |  |   | Total |  
|Gross investment in the lease                      |  | ¥              | 83,099  |   |                       | ¥ | 144,363 |                    |  | ¥ | 40    |   |  | ¥ | 227,502 |  
|Unearned interest income and fees                  |  |                | (4,136  | ) |                       |   | (5,823  | )                  |  |   |      |   |  |   | (9,959  | )
|Unguaranteed residual values                       |  |                | (15,895 | ) |                       |   | (48,133 | )                  |  |   | (2    | ) |  |   | (64,030 | )
|                                                   |  |                |         |   |                       |   |         |                    |  |   |       |   |  |   |         |  
|Present value of minimum lease payments receivable |  | ¥              | 63,068  |   |                       | ¥ | 90,407  |                    |  | ¥ | 38    |   |  | ¥ | 153,513 |  
|                                                   |  |                |         |   |                       |   |         |                    |  |   |       |   |  |   |         |  
|                                                   | 
|                                                   |  | Yen (millions) |        
|As of March 31, 2017                               |  | Within 1 year  |         |   | Between 1 and 5 years |   |         | Later than 5 years |  |   | Total |  
|Gross investment in the lease                      |  | ¥              | 72,066  |   |                       | ¥ | 111,941 |                    |  | ¥ | 332   |   |  | ¥ | 184,339 |  
|Unearned interest income and fees                  |  |                | (1,952  | ) |                       |   | (7,919  | )                  |  |   | (17   | ) |  |   | (9,888  | )
|Unguaranteed residual values                       |  |                | (23,712 | ) |                       |   | (43,941 | )                  |  |   | (2    | ) |  |   | (67,655 | )
|                                                   |  |                |         |   |                       |   |         |                    |  |   |       |   |  |   |         |  
|Present value of minimum lease payments receivable |  | ¥              | 46,402  |   |                       | ¥ | 60,081  |                    |  | ¥ | 313   |   |  | ¥ | 106,796 |  
|                                                   |  |                |         |   |                       |   |         |                    |  |   |       |   |  |   |         |  



F-29



---

##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



Allowance for credit losses



The changes in the allowance for credit losses on
receivables from financial services for the years ended March 31, 2015, 2016 and 2017 are as follows:



|                                                       |  |                |         |   |               |   |      |           |  |   |       |   |  |   |         |  
|------------------------------------------------------ |  | -------------- | ------- | - | ------------- | - | ---- | --------- |  | - | ----- | - |  | - | ------- | -
|                                                       |  | Yen (millions) |        
|                                                       |  | Retail         |         |   | Finance lease |   |      | Wholesale |  |   | Total |  
|Balance as of April 1, 2014                            |  | ¥              | 21,970  |   |               | ¥ | 636  |           |  | ¥ | 2,594 |   |  | ¥ | 25,200  |  
|                                                       |  |                |         |   |               |   |      |           |  |   |       |   |  |   |         |  
|Provision                                              |  | ¥              | 18,213  |   |               | ¥ | 349  |           |  | ¥ | (202  | ) |  | ¥ | 18,360  |  
|Charge-offs                                            |  |                | (26,673 | ) |               |   | (620 | )         |  |   | (385  | ) |  |   | (27,678 | )
|Recoveries                                             |  |                | 9,101   |   |               |   | 131  |           |  |   | 27    |   |  |   | 9,259   |  
|Exchange differences on translating foreign operations |  |                | 38      |   |               |   | 3    |           |  |   | (144  | ) |  |   | (103    | )
|                                                       |  |                |         |   |               |   |      |           |  |   |       |   |  |   |         |  
|Balance as of March 31, 2015                           |  | ¥              | 22,649  |   |               | ¥ | 499  |           |  | ¥ | 1,890 |   |  | ¥ | 25,038  |  
|                                                       |  |                |         |   |               |   |      |           |  |   |       |   |  |   |         |  
|Provision                                              |  | ¥              | 24,148  |   |               | ¥ | 457  |           |  | ¥ | 769   |   |  | ¥ | 25,374  |  
|Charge-offs                                            |  |                | (31,258 | ) |               |   | (268 | )         |  |   | (64   | ) |  |   | (31,590 | )
|Recoveries                                             |  |                | 8,839   |   |               |   | 107  |           |  |   | 98    |   |  |   | 9,044   |  
|Exchange differences on translating foreign operations |  |                | (2,078  | ) |               |   | (33  | )         |  |   | (190  | ) |  |   | (2,301  | )
|                                                       |  |                |         |   |               |   |      |           |  |   |       |   |  |   |         |  
|Balance as of March 31, 2016                           |  | ¥              | 22,300  |   |               | ¥ | 762  |           |  | ¥ | 2,503 |   |  | ¥ | 25,565  |  
|                                                       |  |                |         |   |               |   |      |           |  |   |       |   |  |   |         |  
|Provision                                              |  | ¥              | 29,870  |   |               | ¥ | 338  |           |  | ¥ | (278  | ) |  | ¥ | 29,930  |  
|Charge-offs                                            |  |                | (33,045 | ) |               |   | (287 | )         |  |   | (382  | ) |  |   | (33,714 | )
|Recoveries                                             |  |                | 8,487   |   |               |   | 69   |           |  |   | 3     |   |  |   | 8,559   |  
|Exchange differences on translating foreign operations |  |                | 1,255   |   |               |   | (73  | )         |  |   | (23   | ) |  |   | 1,159   |  
|                                                       |  |                |         |   |               |   |      |           |  |   |       |   |  |   |         |  
|Balance as of March 31, 2017                           |  | ¥              | 28,867  |   |               | ¥ | 809  |           |  | ¥ | 1,823 |   |  | ¥ | 31,499  |  
|                                                       |  |                |         |   |               |   |      |           |  |   |       |   |  |   |         |  



For more information on
allowance for credit losses, see note 25.



F-30



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(8) Other Financial Assets



Other financial assets as of March 31, 2016 and 2017
consist of the following:



|                                                                                 |  |                |         |   |      |   |         |  
|-------------------------------------------------------------------------------- |  | -------------- | ------- | - | ---- | - | ------- | -
|                                                                                 |  | Yen (millions) |        
|                                                                                 |  | 2016           |         |   | 2017 |  
|Financial assets measured at amortized cost:                                     |  |                |         |   |      |   |         |  
|Receivables other than trade receivables and receivables from financial services |  | ¥              | 86,602  |   |      | ¥ | 95,552  |  
|Debt securities                                                                  |  |                | 40,670  |   |      |   | 68,263  |  
|Guaranty deposits                                                                |  |                | 15,268  |   |      |   | 16,944  |  
|Restricted cash                                                                  |  |                | 37,456  |   |      |   | 44,555  |  
|Other                                                                            |  |                | 9,643   |   |      |   | 6,825   |  
|Allowance for doubtful accounts                                                  |  |                | (11,731 | ) |      |   | (10,964 | )
|Financial assets measured at fair value through other comprehensive income:      |  |                |         |   |      |   |         |  
|Equity securities                                                                |  |                | 153,313 |   |      |   | 188,657 |  
|Financial assets measured at fair value through profit or loss:                  |  |                |         |   |      |   |         |  
|Derivatives                                                                      |  |                | 50,022  |   |      |   | 35,513  |  
|Debt securities                                                                  |  |                | 56,995  |   |      |   | 68,694  |  
|                                                                                 |  |                |         |   |      |   |         |  
|Total                                                                            |  | ¥              | 438,238 |   |      | ¥ | 514,039 |  
|                                                                                 |  |                |         |   |      |   |         |  
|                                                                                 |  |               
|Current assets                                                                   |  | ¥              | 103,035 |   |      | ¥ | 149,427 |  
|Non-current assets                                                               |  |                | 335,203 |   |      |   | 364,612 |  
|                                                                                 |  |                |         |   |      |   |         |  
|Total                                                                            |  | ¥              | 438,238 |   |      | ¥ | 514,039 |  
|                                                                                 |  |                |         |   |      |   |         |  



The changes in the allowance
for doubtful accounts for the years ended March 31, 2015, 2016 and 2017 are as follows:



|                                                       |  |                |         |   |      |   |        |      |  |   |        |  
|------------------------------------------------------ |  | -------------- | ------- | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                                       |  | Yen (millions) |        
|                                                       |  | 2015           |         |   | 2016 |   |        | 2017 | 
|Balance at beginning of year                           |  | ¥              | 21,932  |   |      | ¥ | 12,061 |      |  | ¥ | 11,731 |  
|                                                       |  |                |         |   |      |   |        |      |  |   |        |  
|Provision                                              |  | ¥              | 773     |   |      | ¥ | 1,382  |      |  | ¥ | 219    |  
|Charge-offs                                            |  |                | (10,713 | ) |      |   | (1,528 | )    |  |   | (936   | )
|Exchange differences on translating foreign operations |  |                | 69      |   |      |   | (184   | )    |  |   | (50    | )
|                                                       |  |                |         |   |      |   |        |      |  |   |        |  
|Balance at end of year                                 |  | ¥              | 12,061  |   |      | ¥ | 11,731 |      |  | ¥ | 10,964 |  
|                                                       |  |                |         |   |      |   |        |      |  |   |        |  



F-31



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



Major securities included in financial assets measured at fair value through other
comprehensive income as of March 31, 2016 and 2017 are as follows:



As of March 31, 2016



|                                            |  |                |        | 
|------------------------------------------- |  | -------------- | ------ | 
|                                            |  | Yen (millions) |       
|                                            |  | Fair value     |       
|Sirius XM Holdings Inc.                     |  | ¥              | 41,764 | 
|Stanley Electric Co., Ltd.                  |  |                | 23,504 | 
|NIPPON SEIKI CO., LTD.                      |  |                | 8,167  | 
|Mitsubishi UFJ Financial Group, Inc.        |  |                | 7,563  | 
|Shindengen Electric Manufacturing Co., Ltd. |  |                | 5,091  | 
|Daido Steel Co., Ltd.                       |  |                | 5,090  | 



As of March 31, 2017



|                                            |  |                |        | 
|------------------------------------------- |  | -------------- | ------ | 
|                                            |  | Yen (millions) |       
|                                            |  | Fair value     |       
|Sirius XM Holdings Inc.                     |  | ¥              | 54,216 | 
|Stanley Electric Co., Ltd.                  |  |                | 29,322 | 
|Mitsubishi UFJ Financial Group, Inc.        |  |                | 10,147 | 
|NIPPON SEIKI CO., LTD.                      |  |                | 8,989  | 
|Daido Steel Co., Ltd.                       |  |                | 6,944  | 
|Shindengen Electric Manufacturing Co., Ltd. |  |                | 6,227  | 



(9) Inventories



Inventories as of March 31, 2016 and 2017 consist of
the following:



|                |  |                |           |  |      |   |           | 
|--------------- |  | -------------- | --------- |  | ---- | - | --------- | 
|                |  | Yen (millions) |          
|                |  | 2016           |           |  | 2017 |  
|Finished goods  |  | ¥              | 760,512   |  |      | ¥ | 810,885   | 
|Work in process |  |                | 74,328    |  |      |   | 77,151    | 
|Raw materials   |  |                | 478,452   |  |      |   | 476,094   | 
|                |  |                |           |  |      |   |           | 
|Total           |  | ¥              | 1,313,292 |  |      | ¥ | 1,364,130 | 
|                |  |                |           |  |      |   |           | 



The amounts of write-down of
inventories recognized as an expense for the years ended March 31, 2015, 2016 and 2017 are ¥9,041 million, ¥27,610 million and ¥22,707 million, respectively.



F-32



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(10) Investments accounted for using the equity method



Hondas equity in affiliates and joint ventures as of
March 31, 2016 and 2017 is as follows:



|                                                   |  |                |         |  |      |   |         | 
|-------------------------------------------------- |  | -------------- | ------- |  | ---- | - | ------- | 
|                                                   |  | Yen (millions) |        
|                                                   |  | 2016           |         |  | 2017 |  
|Investments accounted for using the equity method: |  |                |         |  |      |   |         | 
|Affiliates                                         |  | ¥              | 343,405 |  |      | ¥ | 320,786 | 
|Joint ventures                                     |  |                | 249,597 |  |      |   | 276,476 | 
|                                                   |  |                |         |  |      |   |         | 
|Total                                              |  | ¥              | 593,002 |  |      | ¥ | 597,262 | 
|                                                   |  |                |         |  |      |   |         | 
|Hondas equity of undistributed earnings:          |  |                |         |  |      |   |         | 
|Affiliates                                         |  | ¥              | 234,434 |  |      | ¥ | 223,749 | 
|Joint ventures                                     |  |                | 152,331 |  |      |   | 193,046 | 
|                                                   |  |                |         |  |      |   |         | 
|Total                                              |  | ¥              | 386,765 |  |      | ¥ | 416,795 | 
|                                                   |  |                |         |  |      |   |         | 



For the years ended
March 31, 2015, 2016 and 2017, the Company recognized impairment losses of ¥22,244 million, ¥28,887 million and ¥12,871 million on certain investments accounted for using the equity method, respectively, because there
is objective evidence of impairment from declines in quoted market values. The impairment losses are included in share of profit of investments accounted for using the equity method in the consolidated statements of income and mainly included in the
automobile business segment.



Hondas share
of comprehensive income of affiliates and joint ventures for the years ended March 31, 2015, 2016 and 2017 are as follows:



|                                   |  |                |         |  |      |   |         |      |  |   |         |  
|---------------------------------- |  | -------------- | ------- |  | ---- | - | ------- | ---- |  | - | ------- | -
|                                   |  | Yen (millions) |        
|                                   |  | 2015           |         |  | 2016 |   |         | 2017 | 
|Profit for the year:               |  |                |         |  |      |   |         |      |  |   |         |  
|Affiliates                         |  | ¥              | 8,650   |  |      | ¥ | 8,538   |      |  | ¥ | 9,626   |  
|Joint ventures                     |  |                | 87,447  |  |      |   | 117,463 |      |  |   | 155,167 |  
|                                   |  |                |         |  |      |   |         |      |  |   |         |  
|Total                              |  | ¥              | 96,097  |  |      | ¥ | 126,001 |      |  | ¥ | 164,793 |  
|                                   |  |                |         |  |      |   |         |      |  |   |         |  
|Other comprehensive income:        |  |                |         |  |      |   |         |      |  |   |         |  
|Affiliates                         |  | ¥              | 21,597  |  |      | ¥ | (12,096 | )    |  | ¥ | (6,560  | )
|Joint ventures                     |  |                | 35,045  |  |      |   | (25,769 | )    |  |   | (12,822 | )
|                                   |  |                |         |  |      |   |         |      |  |   |         |  
|Total                              |  | ¥              | 56,642  |  |      | ¥ | (37,865 | )    |  | ¥ | (19,382 | )
|                                   |  |                |         |  |      |   |         |      |  |   |         |  
|Comprehensive income for the year: |  |                |         |  |      |   |         |      |  |   |         |  
|Affiliates                         |  | ¥              | 30,247  |  |      | ¥ | (3,558  | )    |  | ¥ | 3,066   |  
|Joint ventures                     |  |                | 122,492 |  |      |   | 91,694  |      |  |   | 142,345 |  
|                                   |  |                |         |  |      |   |         |      |  |   |         |  
|Total                              |  | ¥              | 152,739 |  |      | ¥ | 88,136  |      |  | ¥ | 145,411 |  
|                                   |  |                |         |  |      |   |         |      |  |   |         |  



F-33



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



Combined financial information in respect of affiliates and joint ventures as of
March 31, 2016 and 2017, and for the years ended March 31, 2015, 2016 and 2017 is as follows:



(Affiliates)



|                                            |  |                    |         |  |                    |   |           |                                  |  |   |        |  |  |   |           | 
|------------------------------------------- |  | ------------------ | ------- |  | ------------------ | - | --------- | -------------------------------- |  | - | ------ |  |  | - | --------- | 
|                                            |  | Yen (millions)     |        
|For the year ended March 31, 2015           |  | MotorcycleBusiness |         |  | AutomobileBusiness |   |           | Power Productand OtherBusinesses |  |   | Total  | 
|Sales revenue                               |  | ¥                  | 220,578 |  |                    | ¥ | 2,626,191 |                                  |  | ¥ | 6,198  |  |  | ¥ | 2,852,967 | 
|Profit for the year                         |  |                    | 12,886  |  |                    |   | 108,717   |                                  |  |   | 929    |  |  |   | 122,532   | 
|                                            | 
|                                            |  | Yen (millions)     |        
|As of and for the year ended March 31, 2016 |  | MotorcycleBusiness |         |  | AutomobileBusiness |   |           | Power Productand OtherBusinesses |  |   | Total  | 
|Current assets                              |  | ¥                  | 88,052  |  |                    | ¥ | 1,022,990 |                                  |  | ¥ | 7,003  |  |  | ¥ | 1,118,045 | 
|Non-current assets                          |  |                    | 50,129  |  |                    |   | 1,137,554 |                                  |  |   | 24,827 |  |  |   | 1,212,510 | 
|                                            |  |                    |         |  |                    |   |           |                                  |  |   |        |  |  |   |           | 
|Total assets                                |  |                    | 138,181 |  |                    |   | 2,160,544 |                                  |  |   | 31,830 |  |  |   | 2,330,555 | 
|                                            |  |                    |         |  |                    |   |           |                                  |  |   |        |  |  |   |           | 
|Current liabilities                         |  |                    | 41,582  |  |                    |   | 648,206   |                                  |  |   | 2,448  |  |  |   | 692,236   | 
|Non-current liabilities                     |  |                    | 7,181   |  |                    |   | 245,863   |                                  |  |   | 1,448  |  |  |   | 254,492   | 
|                                            |  |                    |         |  |                    |   |           |                                  |  |   |        |  |  |   |           | 
|Total liabilities                           |  |                    | 48,763  |  |                    |   | 894,069   |                                  |  |   | 3,896  |  |  |   | 946,728   | 
|                                            |  |                    |         |  |                    |   |           |                                  |  |   |        |  |  |   |           | 
|Total equity                                |  | ¥                  | 89,418  |  |                    | ¥ | 1,266,475 |                                  |  | ¥ | 27,934 |  |  | ¥ | 1,383,827 | 
|                                            |  |                    |         |  |                    |   |           |                                  |  |   |        |  |  |   |           | 
|                                            |  |                    |         | 
|Sales revenue                               |  | ¥                  | 219,265 |  |                    | ¥ | 2,708,831 |                                  |  | ¥ | 6,818  |  |  | ¥ | 2,934,914 | 
|Profit for the year                         |  |                    | 13,780  |  |                    |   | 91,316    |                                  |  |   | 1,147  |  |  |   | 106,243   | 
|                                            | 
|                                            |  | Yen (millions)     |        
|As of and for the year ended March 31, 2017 |  | MotorcycleBusiness |         |  | AutomobileBusiness |   |           | Power Productand OtherBusinesses |  |   | Total  | 
|Current assets                              |  | ¥                  | 65,944  |  |                    | ¥ | 1,033,934 |                                  |  | ¥ | 7,811  |  |  | ¥ | 1,107,689 | 
|Non-current assets                          |  |                    | 31,542  |  |                    |   | 1,153,112 |                                  |  |   | 24,229 |  |  |   | 1,208,883 | 
|                                            |  |                    |         |  |                    |   |           |                                  |  |   |        |  |  |   |           | 
|Total assets                                |  |                    | 97,486  |  |                    |   | 2,187,046 |                                  |  |   | 32,040 |  |  |   | 2,316,572 | 
|                                            |  |                    |         |  |                    |   |           |                                  |  |   |        |  |  |   |           | 
|Current liabilities                         |  |                    | 30,556  |  |                    |   | 665,251   |                                  |  |   | 2,653  |  |  |   | 698,460   | 
|Non-current liabilities                     |  |                    | 5,922   |  |                    |   | 273,264   |                                  |  |   | 1,355  |  |  |   | 280,541   | 
|                                            |  |                    |         |  |                    |   |           |                                  |  |   |        |  |  |   |           | 
|Total liabilities                           |  |                    | 36,478  |  |                    |   | 938,515   |                                  |  |   | 4,008  |  |  |   | 979,001   | 
|                                            |  |                    |         |  |                    |   |           |                                  |  |   |        |  |  |   |           | 
|Total equity                                |  | ¥                  | 61,008  |  |                    | ¥ | 1,248,531 |                                  |  | ¥ | 28,032 |  |  | ¥ | 1,337,571 | 
|                                            |  |                    |         |  |                    |   |           |                                  |  |   |        |  |  |   |           | 
|                                            |  |                    |         | 
|Sales revenue                               |  | ¥                  | 158,174 |  |                    | ¥ | 2,515,601 |                                  |  | ¥ | 6,724  |  |  | ¥ | 2,680,499 | 
|Profit for the year                         |  |                    | 10,112  |  |                    |   | 60,145    |                                  |  |   | 973    |  |  |   | 71,230    | 



F-34



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(Joint ventures)



|                                            |  |                    |         |  |                    |   |           |                                  |  |   |       |   |  |   |           | 
|------------------------------------------- |  | ------------------ | ------- |  | ------------------ | - | --------- | -------------------------------- |  | - | ----- | - |  | - | --------- | 
|                                            |  | Yen (millions)     |        
|For the year ended March 31, 2015           |  | MotorcycleBusiness |         |  | AutomobileBusiness |   |           | Power Productand OtherBusinesses |  |   | Total |  
|Sales revenue                               |  | ¥                  | 732,433 |  |                    | ¥ | 2,210,540 |                                  |  | ¥ | 1,986 |   |  | ¥ | 2,944,959 | 
|Profit for the year                         |  |                    | 49,861  |  |                    |   | 126,420   |                                  |  |   | (55   | ) |  |   | 176,226   | 
|                                            | 
|                                            |  | Yen (millions)     |        
|As of and for the year ended March 31, 2016 |  | MotorcycleBusiness |         |  | AutomobileBusiness |   |           | Power Productand OtherBusinesses |  |   | Total |  
|Current assets                              |  | ¥                  | 194,278 |  |                    | ¥ | 849,553   |                                  |  | ¥ | 2,311 |   |  | ¥ | 1,046,142 | 
|Non-current assets                          |  |                    | 115,588 |  |                    |   | 298,357   |                                  |  |   | 577   |   |  |   | 414,522   | 
|                                            |  |                    |         |  |                    |   |           |                                  |  |   |       |   |  |   |           | 
|Total assets                                |  |                    | 309,866 |  |                    |   | 1,147,910 |                                  |  |   | 2,888 |   |  |   | 1,460,664 | 
|                                            |  |                    |         |  |                    |   |           |                                  |  |   |       |   |  |   |           | 
|Current liabilities                         |  |                    | 174,749 |  |                    |   | 734,783   |                                  |  |   | 1,088 |   |  |   | 910,620   | 
|Non-current liabilities                     |  |                    | 8,371   |  |                    |   | 42,651    |                                  |  |   | 1,063 |   |  |   | 52,085    | 
|                                            |  |                    |         |  |                    |   |           |                                  |  |   |       |   |  |   |           | 
|Total liabilities                           |  |                    | 183,120 |  |                    |   | 777,434   |                                  |  |   | 2,151 |   |  |   | 962,705   | 
|                                            |  |                    |         |  |                    |   |           |                                  |  |   |       |   |  |   |           | 
|Total equity                                |  | ¥                  | 126,746 |  |                    | ¥ | 370,476   |                                  |  | ¥ | 737   |   |  | ¥ | 497,959   | 
|                                            |  |                    |         |  |                    |   |           |                                  |  |   |       |   |  |   |           | 
|                                            |  |                    |         | 
|Sales revenue                               |  | ¥                  | 706,527 |  |                    | ¥ | 2,962,929 |                                  |  | ¥ | 4,069 |   |  | ¥ | 3,673,525 | 
|Profit for the year                         |  |                    | 47,248  |  |                    |   | 196,796   |                                  |  |   | 149   |   |  |   | 244,193   | 
|                                            | 
|                                            |  | Yen (millions)     |        
|As of and for the year ended March 31, 2017 |  | MotorcycleBusiness |         |  | AutomobileBusiness |   |           | Power Productand OtherBusinesses |  |   | Total |  
|Current assets                              |  | ¥                  | 214,096 |  |                    | ¥ | 1,054,611 |                                  |  | ¥ | 2,395 |   |  | ¥ | 1,271,102 | 
|Non-current assets                          |  |                    | 106,989 |  |                    |   | 257,843   |                                  |  |   | 624   |   |  |   | 365,456   | 
|                                            |  |                    |         |  |                    |   |           |                                  |  |   |       |   |  |   |           | 
|Total assets                                |  |                    | 321,085 |  |                    |   | 1,312,454 |                                  |  |   | 3,019 |   |  |   | 1,636,558 | 
|                                            |  |                    |         |  |                    |   |           |                                  |  |   |       |   |  |   |           | 
|Current liabilities                         |  |                    | 179,948 |  |                    |   | 860,100   |                                  |  |   | 859   |   |  |   | 1,040,907 | 
|Non-current liabilities                     |  |                    | 8,624   |  |                    |   | 41,868    |                                  |  |   | 1,035 |   |  |   | 51,527    | 
|                                            |  |                    |         |  |                    |   |           |                                  |  |   |       |   |  |   |           | 
|Total liabilities                           |  |                    | 188,572 |  |                    |   | 901,968   |                                  |  |   | 1,894 |   |  |   | 1,092,434 | 
|                                            |  |                    |         |  |                    |   |           |                                  |  |   |       |   |  |   |           | 
|Total equity                                |  | ¥                  | 132,513 |  |                    | ¥ | 410,486   |                                  |  | ¥ | 1,125 |   |  | ¥ | 544,124   | 
|                                            |  |                    |         |  |                    |   |           |                                  |  |   |       |   |  |   |           | 
|                                            |  |                    |         | 
|Sales revenue                               |  | ¥                  | 671,227 |  |                    | ¥ | 3,038,643 |                                  |  | ¥ | 4,796 |   |  | ¥ | 3,714,666 | 
|Profit for the year                         |  |                    | 58,585  |  |                    |   | 250,451   |                                  |  |   | 380   |   |  |   | 309,416   | 



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(11) Equipment on Operating Leases



The changes in cost, accumulated depreciation and impairment losses, and the carrying amounts of equipment on
operating leases for the years ended March 31, 2016 and 2017 are as follows:



(Cost)



|                                                       |  |                |            |  
|------------------------------------------------------ |  | -------------- | ---------- | -
|                                                       |  | Yen (millions) |           
|Balance as of April 1, 2015                            |  | ¥              | 4,058,381  |  
|                                                       |  |                |            |  
|Additions                                              |  | ¥              | 1,967,538  |  
|Sales or disposal                                      |  |                | (1,238,597 | )
|Exchange differences on translating foreign operations |  |                | (261,250   | )
|Other                                                  |  |                |           |  
|                                                       |  |                |            |  
|Balance as of March 31, 2016                           |  | ¥              | 4,526,072  |  
|                                                       |  |                |            |  
|Additions                                              |  | ¥              | 1,882,696  |  
|Sales or disposal                                      |  |                | (1,286,691 | )
|Exchange differences on translating foreign operations |  |                | (7,534     | )
|Other                                                  |  |                |           |  
|                                                       |  |                |            |  
|Balance as of March 31, 2017                           |  | ¥              | 5,114,543  |  
|                                                       |  |                |            |  



(Accumulated depreciation
and impairment losses)



|                                                       |  |                |            |  
|------------------------------------------------------ |  | -------------- | ---------- | -
|                                                       |  | Yen (millions) |           
|Balance as of April 1, 2015                            |  | ¥              | (723,014   | )
|                                                       |  |                |            |  
|Depreciation                                           |  | ¥              | (620,016   | )
|Sales or disposal                                      |  |                | 456,371    |  
|Exchange differences on translating foreign operations |  |                | 45,168     |  
|Other                                                  |  |                | (6,470     | )
|                                                       |  |                |            |  
|Balance as of March 31, 2016                           |  | ¥              | (847,961   | )
|                                                       |  |                |            |  
|Depreciation                                           |  | ¥              | (662,081   | )
|Sales or disposal                                      |  |                | 507,160    |  
|Exchange differences on translating foreign operations |  |                | 989        |  
|Other                                                  |  |                | (7,987     | )
|                                                       |  |                |            |  
|Balance as of March 31, 2017                           |  | ¥              | (1,009,880 | )
|                                                       |  |                |            |  



(Carrying amount)



|                             |  |                |           | 
|---------------------------- |  | -------------- | --------- | 
|                             |  | Yen (millions) |          
|Balance as of March 31, 2016 |  | ¥              | 3,678,111 | 
|Balance as of March 31, 2017 |  |                | 4,104,663 | 



F-36



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(Future minimum lease payments)



Future minimum lease payments expected to be received under non-cancelable operating leases as of March 31, 2016 and 2017 consist of the following:



|                      |  |                |           |  |      |   |           | 
|--------------------- |  | -------------- | --------- |  | ---- | - | --------- | 
|                      |  | Yen (millions) |          
|                      |  | 2016           |           |  | 2017 |  
|Within 1 year         |  | ¥              | 630,480   |  |      | ¥ | 677,119   | 
|Between 1 and 5 years |  |                | 768,925   |  |      |   | 800,473   | 
|Later than 5 years    |  |                |          |  |      |   |          | 
|                      |  |                |           |  |      |   |           | 
|Total                 |  | ¥              | 1,399,405 |  |      | ¥ | 1,477,592 | 
|                      |  |                |           |  |      |   |           | 



Future minimum lease payments
expected to be received as shown above should not necessarily be considered indicative of future cash collections.



(12) Property, Plant and Equipment



The changes in cost, accumulated depreciation and impairment losses, and the carrying amounts of property, plant and equipment for the years ended March 31, 2016 and 2017 are as follows:



(Cost)



|                                                       |  |                |         |   |                          |   |           |                         |  |   |                          |   |  |       |          |   |  |   |           |  
|------------------------------------------------------ |  | -------------- | ------- | - | ------------------------ | - | --------- | ----------------------- |  | - | ------------------------ | - |  | ----- | -------- | - |  | - | --------- | -
|                                                       |  | Yen (millions) |        
|                                                       |  | Land           |         |   | Buildings 
andstructures |   |           | Machinery 
andequipment |  |   | Construction 
inprogress |   |  | Total |         
|Balance as of April 1, 2015                            |  | ¥              | 550,410 |   |                          | ¥ | 2,134,619 |                         |  | ¥ | 5,011,902                |   |  | ¥     | 364,430  |   |  | ¥ | 8,061,361 |  
|                                                       |  |                |         |   |                          |   |           |                         |  |   |                          |   |  |       |          |   |  |   |           |  
|Additions                                              |  | ¥              | 666     |   |                          | ¥ | 22,014    |                         |  | ¥ | 164,563                  |   |  | ¥     | 500,063  |   |  | ¥ | 687,306   |  
|Reclassification                                       |  |                | 14,029  |   |                          |   | 123,541   |                         |  |   | 407,832                  |   |  |       | (545,402 | ) |  |   |          |  
|Sales or disposal                                      |  |                | (3,622  | ) |                          |   | (21,998   | )                       |  |   | (250,901                 | ) |  |       |         |   |  |   | (276,521  | )
|Exchange differences on translating foreign operations |  |                | (13,962 | ) |                          |   | (88,021   | )                       |  |   | (300,932                 | ) |  |       | (34,563  | ) |  |   | (437,478  | )
|Other                                                  |  |                | (902    | ) |                          |   | (1,387    | )                       |  |   | 7,837                    |   |  |       | (9,296   | ) |  |   | (3,748    | )
|                                                       |  |                |         |   |                          |   |           |                         |  |   |                          |   |  |       |          |   |  |   |           |  
|Balance as of March 31, 2016                           |  | ¥              | 546,619 |   |                          | ¥ | 2,168,768 |                         |  | ¥ | 5,040,301                |   |  | ¥     | 275,232  |   |  | ¥ | 8,030,920 |  
|                                                       |  |                |         |   |                          |   |           |                         |  |   |                          |   |  |       |          |   |  |   |           |  
|Additions                                              |  | ¥              | 4       |   |                          | ¥ | 16,550    |                         |  | ¥ | 129,307                  |   |  | ¥     | 442,499  |   |  | ¥ | 588,360   |  
|Reclassification                                       |  |                | 2,077   |   |                          |   | 69,978    |                         |  |   | 366,463                  |   |  |       | (438,518 | ) |  |   |          |  
|Sales or disposal                                      |  |                | (2,519  | ) |                          |   | (15,188   | )                       |  |   | (208,415                 | ) |  |       |         |   |  |   | (226,122  | )
|Exchange differences on translating foreign operations |  |                | 478     |   |                          |   | (9,627    | )                       |  |   | (23,354                  | ) |  |       | (397     | ) |  |   | (32,900   | )
|Other                                                  |  |                | 196     |   |                          |   | 793       |                         |  |   | 837                      |   |  |       | (1,730   | ) |  |   | 96        |  
|                                                       |  |                |         |   |                          |   |           |                         |  |   |                          |   |  |       |          |   |  |   |           |  
|Balance as of March 31, 2017                           |  | ¥              | 546,855 |   |                          | ¥ | 2,231,274 |                         |  | ¥ | 5,305,139                |   |  | ¥     | 277,086  |   |  | ¥ | 8,360,354 |  
|                                                       |  |                |         |   |                          |   |           |                         |  |   |                          |   |  |       |          |   |  |   |           |  



F-37



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(Accumulated depreciation and impairment losses)



|                                                       |  |                |        |   |                          |   |            |                         |  |   |                          |   |  |       |        |   |  |   |            |  
|------------------------------------------------------ |  | -------------- | ------ | - | ------------------------ | - | ---------- | ----------------------- |  | - | ------------------------ | - |  | ----- | ------ | - |  | - | ---------- | -
|                                                       |  | Yen (millions) |       
|                                                       |  | Land           |        |   | Buildings 
andstructures |   |            | Machinery 
andequipment |  |   | Construction 
inprogress |   |  | Total |       
|Balance as of April 1, 2015                            |  | ¥              | (3,512 | ) |                          | ¥ | (1,149,661 | )                       |  | ¥ | (3,716,151               | ) |  | ¥     | (2,526 | ) |  | ¥ | (4,871,850 | )
|                                                       |  |                |        |   |                          |   |            |                         |  |   |                          |   |  |       |        |   |  |   |            |  
|Depreciation                                           |  | ¥              |       |   |                          | ¥ | (71,453    | )                       |  | ¥ | (414,957                 | ) |  | ¥     |       |   |  | ¥ | (486,410   | )
|Sales or disposal                                      |  |                | 608    |   |                          |   | 15,187     |                         |  |   | 215,592                  |   |  |       |       |   |  |   | 231,387    |  
|Exchange differences on translating foreign operations |  |                | 137    |   |                          |   | 38,475     |                         |  |   | 205,063                  |   |  |       | 177    |   |  |   | 243,852    |  
|Other                                                  |  |                | (917   | ) |                          |   | 817        |                         |  |   | (8,250                   | ) |  |       | 15     |   |  |   | (8,335     | )
|                                                       |  |                |        |   |                          |   |            |                         |  |   |                          |   |  |       |        |   |  |   |            |  
|Balance as of March 31, 2016                           |  | ¥              | (3,684 | ) |                          | ¥ | (1,166,635 | )                       |  | ¥ | (3,718,703               | ) |  | ¥     | (2,334 | ) |  | ¥ | (4,891,356 | )
|                                                       |  |                |        |   |                          |   |            |                         |  |   |                          |   |  |       |        |   |  |   |            |  
|Depreciation                                           |  | ¥              |       |   |                          | ¥ | (75,754    | )                       |  | ¥ | (408,379                 | ) |  | ¥     |       |   |  | ¥ | (484,133   | )
|Sales or disposal                                      |  |                | 70     |   |                          |   | 12,378     |                         |  |   | 178,293                  |   |  |       |       |   |  |   | 190,741    |  
|Exchange differences on translating foreign operations |  |                | 79     |   |                          |   | 6,460      |                         |  |   | 21,937                   |   |  |       | 237    |   |  |   | 28,713     |  
|Other                                                  |  |                | (331   | ) |                          |   | (788       | )                       |  |   | (2,749                   | ) |  |       | (73    | ) |  |   | (3,941     | )
|                                                       |  |                |        |   |                          |   |            |                         |  |   |                          |   |  |       |        |   |  |   |            |  
|Balance as of March 31, 2017                           |  | ¥              | (3,866 | ) |                          | ¥ | (1,224,339 | )                       |  | ¥ | (3,929,601               | ) |  | ¥     | (2,170 | ) |  | ¥ | (5,159,976 | )
|                                                       |  |                |        |   |                          |   |            |                         |  |   |                          |   |  |       |        |   |  |   |            |  



(Carrying amount)



|                             |  |                |         |  |                         |   |           |                        |  |   |                         |  |  |       |         |  |  |   |           | 
|---------------------------- |  | -------------- | ------- |  | ----------------------- | - | --------- | ---------------------- |  | - | ----------------------- |  |  | ----- | ------- |  |  | - | --------- | 
|                             |  | Yen (millions) |        
|                             |  | Land           |         |  | Buildings andstructures |   |           | Machinery andequipment |  |   | Construction inprogress |  |  | Total |        
|Balance as of March 31, 2016 |  | ¥              | 542,935 |  |                         | ¥ | 1,002,133 |                        |  | ¥ | 1,321,598               |  |  | ¥     | 272,898 |  |  | ¥ | 3,139,564 | 
|Balance as of March 31, 2017 |  |                | 542,989 |  |                         |   | 1,006,935 |                        |  |   | 1,375,538               |  |  |       | 274,916 |  |  |   | 3,200,378 | 



For commitments for purchases
of property, plant and equipment, see note 28.



F-38



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(13) Intangible Assets



The changes in cost, accumulated amortization and impairment
losses, and carrying amounts of intangible assets for the years ended March 31, 2016 and 2017 are as follows:



(Cost)



|                                                       |  |                               |          |   |          |   |         |       |  |   |        |   |  |   |           |  
|------------------------------------------------------ |  | ----------------------------- | -------- | - | -------- | - | ------- | ----- |  | - | ------ | - |  | - | --------- | -
|                                                       |  | Yen (millions)                |         
|                                                       |  | Capitalizeddevelopment 
costs |          |   | Software |   |         | Other |  |   | Total  |  
|Balance as of April 1, 2015                            |  | ¥                             | 864,602  |   |          | ¥ | 318,894 |       |  | ¥ | 39,247 |   |  | ¥ | 1,222,743 |  
|                                                       |  |                               |          |   |          |   |         |       |  |   |        |   |  |   |           |  
|Additions                                              |  | ¥                             |         |   |          | ¥ | 25,368  |       |  | ¥ | 4,062  |   |  | ¥ | 29,430    |  
|Internally developed                                   |  |                               | 190,992  |   |          |   | 25,174  |       |  |   |       |   |  |   | 216,166   |  
|Sales or disposal                                      |  |                               | (67,377  | ) |          |   | (3,145  | )     |  |   | (2,227 | ) |  |   | (72,749   | )
|Exchange differences on translating foreign operations |  |                               | (621     | ) |          |   | (13,840 | )     |  |   | (4,180 | ) |  |   | (18,641   | )
|Other                                                  |  |                               | 58       |   |          |   | 1,102   |       |  |   | 33     |   |  |   | 1,193     |  
|                                                       |  |                               |          |   |          |   |         |       |  |   |        |   |  |   |           |  
|Balance as of March 31, 2016                           |  | ¥                             | 987,654  |   |          | ¥ | 353,553 |       |  | ¥ | 36,935 |   |  | ¥ | 1,378,142 |  
|                                                       |  |                               |          |   |          |   |         |       |  |   |        |   |  |   |           |  
|Additions                                              |  | ¥                             |         |   |          | ¥ | 8,712   |       |  | ¥ | 2,049  |   |  | ¥ | 10,761    |  
|Internally developed                                   |  |                               | 121,037  |   |          |   | 17,228  |       |  |   |       |   |  |   | 138,265   |  
|Sales or disposal                                      |  |                               | (131,529 | ) |          |   | (30,342 | )     |  |   | (1,861 | ) |  |   | (163,732  | )
|Exchange differences on translating foreign operations |  |                               | 127      |   |          |   | (3,693  | )     |  |   | (1,146 | ) |  |   | (4,712    | )
|Other                                                  |  |                               | (155     | ) |          |   | 1,587   |       |  |   | (2,115 | ) |  |   | (683      | )
|                                                       |  |                               |          |   |          |   |         |       |  |   |        |   |  |   |           |  
|Balance as of March 31, 2017                           |  | ¥                             | 977,134  |   |          | ¥ | 347,045 |       |  | ¥ | 33,862 |   |  | ¥ | 1,358,041 |  
|                                                       |  |                               |          |   |          |   |         |       |  |   |        |   |  |   |           |  



(Accumulated amortization
and impairment losses)



|                                                       |  |                               |          |   |          |   |          |       |  |   |         |   |  |   |          |  
|------------------------------------------------------ |  | ----------------------------- | -------- | - | -------- | - | -------- | ----- |  | - | ------- | - |  | - | -------- | -
|                                                       |  | Yen (millions)                |         
|                                                       |  | Capitalizeddevelopment 
costs |          |   | Software |   |          | Other |  |   | Total   |  
|Balance as of April 1, 2015                            |  | ¥                             | (276,810 | ) |          | ¥ | (173,484 | )     |  | ¥ | (12,914 | ) |  | ¥ | (463,208 | )
|                                                       |  |                               |          |   |          |   |          |       |  |   |         |   |  |   |          |  
|Amortization                                           |  | ¥                             | (127,684 | ) |          | ¥ | (40,363  | )     |  | ¥ | (3,069  | ) |  | ¥ | (171,116 | )
|Sales or disposal                                      |  |                               | 67,377   |   |          |   | 1,696    |       |  |   | 1,375   |   |  |   | 70,448   |  
|Exchange differences on translating foreign operations |  |                               | 5        |   |          |   | 8,991    |       |  |   | 2,153   |   |  |   | 11,149   |  
|Other                                                  |  |                               |         |   |          |   | (339     | )     |  |   | (137    | ) |  |   | (476     | )
|                                                       |  |                               |          |   |          |   |          |       |  |   |         |   |  |   |          |  
|Balance as of March 31, 2016                           |  | ¥                             | (337,112 | ) |          | ¥ | (203,499 | )     |  | ¥ | (12,592 | ) |  | ¥ | (553,203 | )
|                                                       |  |                               |          |   |          |   |          |       |  |   |         |   |  |   |          |  
|Amortization                                           |  | ¥                             | (152,548 | ) |          | ¥ | (36,515  | )     |  | ¥ | (151    | ) |  | ¥ | (189,214 | )
|Sales or disposal                                      |  |                               | 131,529  |   |          |   | 29,029   |       |  |   | 1,891   |   |  |   | 162,449  |  
|Exchange differences on translating foreign operations |  |                               | 2        |   |          |   | 1,579    |       |  |   | (464    | ) |  |   | 1,117    |  
|Other                                                  |  |                               | (1       | ) |          |   | (2,506   | )     |  |   | 1,509   |   |  |   | (998     | )
|                                                       |  |                               |          |   |          |   |          |       |  |   |         |   |  |   |          |  
|Balance as of March 31, 2017                           |  | ¥                             | (358,130 | ) |          | ¥ | (211,912 | )     |  | ¥ | (9,807  | ) |  | ¥ | (579,849 | )
|                                                       |  |                               |          |   |          |   |          |       |  |   |         |   |  |   |          |  



F-39



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(Carrying amount)



|                             |  |                               |         |  |          |   |         |       |  |   |        |  |  |   |         | 
|---------------------------- |  | ----------------------------- | ------- |  | -------- | - | ------- | ----- |  | - | ------ |  |  | - | ------- | 
|                             |  | Yen (millions)                |        
|                             |  | Capitalizeddevelopment 
costs |         |  | Software |   |         | Other |  |   | Total  | 
|Balance as of March 31, 2016 |  | ¥                             | 650,542 |  |          | ¥ | 150,054 |       |  | ¥ | 24,343 |  |  | ¥ | 824,939 | 
|Balance as of March 31, 2017 |  |                               | 619,004 |  |          |   | 135,133 |       |  |   | 24,055 |  |  |   | 778,192 | 



Amortization of capitalized
development costs is included in research and development, and amortization of other intangible assets is included in cost of sales, selling, general and administrative, and research and development in the consolidated statements of income.



For commitments for purchases of intangible
assets, see note 28.



(14) Trade Payables



Trade payables are classified as financial liabilities
measured at amortized cost.



Trade payables as of
March 31, 2016 and 2017 consist of the following:



|                                 |  |                |           |  |      |   |           | 
|-------------------------------- |  | -------------- | --------- |  | ---- | - | --------- | 
|                                 |  | Yen (millions) |          
|                                 |  | 2016           |           |  | 2017 |  
|Trade accounts and notes payable |  | ¥              | 961,606   |  |      | ¥ | 1,013,307 | 
|Other                            |  |                | 166,435   |  |      |   | 170,037   | 
|                                 |  |                |           |  |      |   |           | 
|Total                            |  | ¥              | 1,128,041 |  |      | ¥ | 1,183,344 | 
|                                 |  |                |           |  |      |   |           | 



(15) Financing Liabilities



Financing liabilities are classified as financial
liabilities measured at amortized cost.



Financing
liabilities presented in current liabilities as of March 31, 2016 and 2017 consist of the following:



|                                                                |  |                |           |  |      |   |           | 
|--------------------------------------------------------------- |  | -------------- | --------- |  | ---- | - | --------- | 
|                                                                |  | Yen (millions) |          
|                                                                |  | 2016           |           |  | 2017 |  
|Current:                                                        |  |                |           |  |      |   |           | 
|Commercial paper                                                |  | ¥              | 766,603   |  |      | ¥ | 791,630   | 
|Loans                                                           |  |                | 314,943   |  |      |   | 310,123   | 
|Medium-term notes                                               |  |                |          |  |      |   | 36,411    | 
|Asset-backed securities                                         |  |                | 26,136    |  |      |   | 23,947    | 
|                                                                |  |                |           |  |      |   |           | 
|Subtotal                                                        |  | ¥              | 1,107,682 |  |      | ¥ | 1,162,111 | 
|                                                                |  |                |           |  |      |   |           | 
|Reclassification from non-current liabilities (Current portion) |  | ¥              | 1,681,938 |  |      | ¥ | 1,624,817 | 
|                                                                |  |                |           |  |      |   |           | 
|Total                                                           |  | ¥              | 2,789,620 |  |      | ¥ | 2,786,928 | 
|                                                                |  |                |           |  |      |   |           | 



The weighted average interest
rates for financing liabilities presented in current liabilities (excluding reclassification from non-current liabilities) as of March 31, 2016 and 2017 are as follows:



|                               |  |      |      |   |      |  |      |  
|------------------------------ |  | ---- | ---- | - | ---- |  | ---- | -
|                               |  | 2016 |      |   | 2017 | 
|Weighted average interest rate |  |      | 1.16 | % |      |  | 1.09 | %



F-40



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



Financing liabilities presented in non-current
liabilities as of March 31, 2016 and 2017 consist of the following:



|                                                          |  |                |            |   |      |   |            |  
|--------------------------------------------------------- |  | -------------- | ---------- | - | ---- | - | ---------- | -
|                                                          |  | Yen (millions) |           
|                                                          |  | 2016           |            |   | 2017 |  
|Non-current:                                              |  |                |            |   |      |   |            |  
|Loans                                                     |  | ¥              | 1,478,968  |   |      | ¥ | 1,290,579  |  
|Medium-term notes                                         |  |                | 2,588,906  |   |      |   | 2,909,568  |  
|Corporate bonds                                           |  |                | 459,469    |   |      |   | 459,510    |  
|Asset-backed securities                                   |  |                | 891,223    |   |      |   | 987,350    |  
|                                                          |  |                |            |   |      |   |            |  
|Subtotal                                                  |  | ¥              | 5,418,566  |   |      | ¥ | 5,647,007  |  
|                                                          |  |                |            |   |      |   |            |  
|Reclassification to current liabilities (Current portion) |  | ¥              | (1,681,938 | ) |      | ¥ | (1,624,817 | )
|                                                          |  |                |            |   |      |   |            |  
|Total                                                     |  | ¥              | 3,736,628  |   |      | ¥ | 4,022,190  |  
|                                                          |  |                |            |   |      |   |            |  



The interest rate range and
payment due date for financing liabilities presented in non-current liabilities (including reclassification to current liabilities) as of March 31, 2016 and 2017 are as follows:



|                        |  |                                                |  |                                                
|----------------------- |  | ---------------------------------------------- |  | -----------------------------------------------
|                        |  | 2016                                           |  | 2017                                           
|Loans                   |  | Interest rate: 0.18% - 29.99%
Due: 2016 - 2046 |  | Interest rate: 0.09% - 17.00 %
Due: 2017 - 2046
|Medium-term notes       |  | Interest rate: 0.18% - 7.63% Due: 2016 - 2023  |  | Interest rate: 0.07% - 7.63% Due: 2017 - 2027  
|Corporate bonds         |  | Interest rate: 0.21% - 0.59% Due: 2016 - 2021  |  | Interest rate: 0.01% - 0.59% Due: 2017 - 2021  
|Asset-backed securities |  | Interest rate: 0.13% - 1.56% Due: 2016 - 2021  |  | Interest rate: 0.13% - 2.05% Due: 2017 - 2022  



(Pledged assets)



Pledged assets for financing liabilities as
of March 31, 2016 and 2017 are as follows:



|                                    |  |                |           |  |      |   |           | 
|----------------------------------- |  | -------------- | --------- |  | ---- | - | --------- | 
|                                    |  | Yen (millions) |          
|                                    |  | 2016           |           |  | 2017 |  
|Trade receivables                   |  | ¥              | 21,757    |  |      | ¥ | 18,229    | 
|Receivables from financial services |  |                | 945,761   |  |      |   | 1,038,177 | 
|Inventories                         |  |                | 21,364    |  |      |   |          | 
|Property, plant and equipment       |  |                | 67,706    |  |      |   | 61,644    | 
|                                    |  |                |           |  |      |   |           | 
|Total                               |  | ¥              | 1,056,588 |  |      | ¥ | 1,118,050 | 
|                                    |  |                |           |  |      |   |           | 



Receivables from financial
services are pledged as collateral for liabilities related to asset-backed securities transactions. Other items are mainly pledged as collateral for secured bank loans.



As is customary in Japan, bank loans are extended under
general agreements which provide that security and guarantees for present and future indebtedness will be given upon request of the bank, and that the bank shall have the right to offset cash deposits against obligations that have become due or, in
the event of default, against all obligations due to the bank.



F-41



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(16) Other Financial Liabilities



Other financial liabilities as of March 31, 2016 and 2017 consist of the following:



|                                                                     |  |                |         |  |      |   |         | 
|-------------------------------------------------------------------- |  | -------------- | ------- |  | ---- | - | ------- | 
|                                                                     |  | Yen (millions) |        
|                                                                     |  | 2016           |         |  | 2017 |  
|Financial liabilities measured at amortized cost:                    |  |                |         |  |      |   |         | 
|Lease obligations                                                    |  | ¥              | 69,206  |  |      | ¥ | 69,364  | 
|Other                                                                |  |                | 36,020  |  |      |   | 42,585  | 
|Financial liabilities measured at fair value through profit or loss: |  |                |         |  |      |   |         | 
|Derivatives                                                          |  |                | 32,338  |  |      |   | 55,076  | 
|                                                                     |  |                |         |  |      |   |         | 
|Total                                                                |  | ¥              | 137,564 |  |      | ¥ | 167,025 | 
|                                                                     |  |                |         |  |      |   |         | 
|Current liabilities                                                  |  | ¥              | 89,809  |  |      | ¥ | 119,784 | 
|Non-current liabilities                                              |  |                | 47,755  |  |      |   | 47,241  | 
|                                                                     |  |                |         |  |      |   |         | 
|Total                                                                |  | ¥              | 137,564 |  |      | ¥ | 167,025 | 
|                                                                     |  |                |         |  |      |   |         | 



(17) Provisions



The components of and changes in provisions for the year
ended March 31, 2017 are as follows:



|                                                       |  |                    |          |   |       |   |         |       |  |   |          |  
|------------------------------------------------------ |  | ------------------ | -------- | - | ----- | - | ------- | ----- |  | - | -------- | -
|                                                       |  | Yen (millions)     |         
|                                                       |  | Productwarranties* |          |   | Other |   |         | Total | 
|Balance as of April 1, 2016                            |  | ¥                  | 727,441  |   |       | ¥ | 50,769  |       |  | ¥ | 778,210  |  
|                                                       |  |                    |          |   |       |   |         |       |  |   |          |  
|Provision                                              |  | ¥                  | 198,016  |   |       | ¥ | 45,519  |       |  | ¥ | 243,535  |  
|Charge-offs                                            |  |                    | (341,416 | ) |       |   | (16,793 | )     |  |   | (358,209 | )
|Reversal                                               |  |                    | (54,324  | ) |       |   | (4,234  | )     |  |   | (58,558  | )
|Exchange differences on translating foreign operations |  |                    | (9,587   | ) |       |   | 1,639   |       |  |   | (7,948   | )
|                                                       |  |                    |          |   |       |   |         |       |  |   |          |  
|Balance as of March 31, 2017                           |  | ¥                  | 520,130  |   |       | ¥ | 76,900  |       |  | ¥ | 597,030  |  
|                                                       |  |                    |          |   |       |   |         |       |  |   |          |  



Current liabilities and non-current liabilities of provisions as of March 31, 2016 and 2017 are as follows:



|                        |  |                |         |  |      |   |         | 
|----------------------- |  | -------------- | ------- |  | ---- | - | ------- | 
|                        |  | Yen (millions) |        
|                        |  | 2016           |         |  | 2017 |  
|Current liabilities     |  | ¥              | 513,232 |  |      | ¥ | 348,095 | 
|Non-current liabilities |  |                | 264,978 |  |      |   | 248,935 | 
|                        |  |                |         |  |      |   |         | 
|Total                   |  | ¥              | 778,210 |  |      | ¥ | 597,030 | 
|                        |  |                |         |  |      |   |         | 



Explanatory note:



|* | Honda recognizes provisions for product warranties to cover future product warranty expenses. Honda recognizes costs for general warranties on products
Honda sells and for specific warranty programs, including product recalls. Honda recognizes general estimated warranty costs at the time products are sold to customers. Honda also recognizes specific estimated warranty program costs when it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. These provisions are estimated based on historical warranty claim
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



| | experience with consideration given to the expected level of future warranty costs as well as current information on repair costs. Provision for product warranties are utilized for expenditures
based on the demand from customers and dealers.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(18) Employee Benefits



(a) Post-employment Benefits



Honda has various pension plans covering substantially all of their employees in Japan and certain employees in foreign countries. The
Company and its Japanese subsidiaries provide plans similar to a cash balance pension plan or other defined benefit pension plans in accordance with the Defined-Benefit Corporate Pension Act of Japan. The Company and some of its subsidiaries have
retirement benefit plans as well as lump-sum retirement benefit plans, in which the amount of benefits is basically determined based on the level of salary, service years, and other factors. In addition,
certain consolidated subsidiaries in North America provide mainly health care and life insurance benefits to retired employees.



The Companys pension plans are administered by the Honda Pension Fund (the Fund) which is legally independent of the Company. The
Director of the Fund has the fiduciary duty to comply with laws, the directives by the Minister of Health, Labour and Welfare, and the Director-Generals of Regional Bureaus of Health and Welfare made pursuant to those laws, and the by-laws of the Fund and the decisions made by the Board of Representatives of the Fund. The Company is required to make contributions to the Fund and obligated to make contributions in the amount stipulated by the
Fund. Contributions are also regularly reviewed and adjusted as necessary to the extent permitted by laws and regulations.



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



These plan amendments resulted
in a reduction of the defined benefit obligations and recognition of the past service cost in profit or loss. Honda recognized ¥84,024 million of past service cost in a credit to profit or loss, of which ¥37,197 million is included
in cost of sales, ¥21,385 million is included in selling, general and administrative and ¥25,442 million is included in research and development in the consolidated statements of income for the year ended March 31, 2017. The
defined benefit obligations and plan assets were also remeasured.



Footnote information on foreign plans presented in Note 18 reflects health care and life insurance benefits provided to retired employees of certain consolidated subsidiaries in North America due to the
increase in the relative proportion of such benefits for the year ended March 31, 2017. Corresponding information presented for the year ended March 31, 2016 also reflects the inclusion.



F-43



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



1) Defined benefit obligations and plan assets



The changes in present value of defined benefit obligations
and fair value of plan assets of the Company and certain of its consolidated subsidiaries for the years ended March 31, 2016 and 2017 are as follows:



|                                                        |  |                |           |   |               |   |           |                |  |   |               |   |  |   |           |  
|------------------------------------------------------- |  | -------------- | --------- | - | ------------- | - | --------- | -------------- |  | - | ------------- | - |  | - | --------- | -
|                                                        |  | Yen (millions) |          
|                                                        |  | 2016           |           |   | 2017          |  
|                                                        |  | Japanese plans |           |   | Foreign plans |   |           | Japanese plans |  |   | Foreign plans |  
|Present value of defined benefit obligations:           |  |                |           |   |               |   |           |                |  |   |               |   |  |   |           |  
|Balance at beginning of year                            |  | ¥              | 1,375,455 |   |               | ¥ | 1,163,577 |                |  | ¥ | 1,454,421     |   |  | ¥ | 1,050,938 |  
|                                                        |  |                |           |   |               |   |           |                |  |   |               |   |  |   |           |  
|Current service cost                                    |  |                | 35,426    |   |               |   | 31,635    |                |  |   | 36,937        |   |  |   | 27,009    |  
|Past service cost                                       |  |                |          |   |               |   | 66        |                |  |   | (84,024       | ) |  |   | 1,258     |  
|Interest cost                                           |  |                | 13,611    |   |               |   | 43,916    |                |  |   | 7,177         |   |  |   | 37,974    |  
|Plan participants contributions                        |  |                |          |   |               |   | 1,162     |                |  |   |              |   |  |   | 1,276     |  
|Remeasurements:                                         |  |                |           |   |               |   |           |                |  |   |               |   |  |   |           |  
|Changes in demographic assumptions                      |  |                | (11,410   | ) |               |   | 655       |                |  |   | 59,491        |   |  |   | (3,895    | )
|Changes in financial assumptions                        |  |                | 101,566   |   |               |   | (61,163   | )              |  |   | (67,125       | ) |  |   | 18,807    |  
|Other                                                   |  |                | (1,892    | ) |               |   | 866       |                |  |   | (6,707        | ) |  |   | (10,681   | )
|Benefits paid                                           |  |                | (58,335   | ) |               |   | (51,338   | )              |  |   | (37,978       | ) |  |   | (37,733   | )
|Exchange differences on translating foreign operations  |  |                |          |   |               |   | (78,438   | )              |  |   |              |   |  |   | (27,602   | )
|                                                        |  |                |           |   |               |   |           |                |  |   |               |   |  |   |           |  
|Balance at end of year                                  |  | ¥              | 1,454,421 |   |               | ¥ | 1,050,938 |                |  | ¥ | 1,362,192     |   |  | ¥ | 1,057,351 |  
|                                                        |  |                |           |   |               |   |           |                |  |   |               |   |  |   |           |  
|Fair value of plan assets:                              |  |                |           |   |               |   |           |                |  |   |               |   |  |   |           |  
|Balance at beginning of year                            |  | ¥              | 1,142,515 |   |               | ¥ | 845,188   |                |  | ¥ | 1,130,443     |   |  | ¥ | 758,700   |  
|                                                        |  |                |           |   |               |   |           |                |  |   |               |   |  |   |           |  
|Interest income                                         |  |                | 11,444    |   |               |   | 31,743    |                |  |   | 5,693         |   |  |   | 27,891    |  
|Actual return on plan assets, excluding interest income |  |                | (19,182   | ) |               |   | (44,530   | )              |  |   | 29,778        |   |  |   | 44,522    |  
|Employer contributions                                  |  |                | 54,001    |   |               |   | 34,257    |                |  |   | 52,655        |   |  |   | 22,683    |  
|Plan participants contributions                        |  |                |          |   |               |   | 1,162     |                |  |   |              |   |  |   | 1,276     |  
|Benefits paid                                           |  |                | (58,335   | ) |               |   | (51,338   | )              |  |   | (36,429       | ) |  |   | (37,733   | )
|Exchange differences on translating foreign operations  |  |                |          |   |               |   | (57,782   | )              |  |   |              |   |  |   | (21,778   | )
|                                                        |  |                |           |   |               |   |           |                |  |   |               |   |  |   |           |  
|Balance at end of year                                  |  | ¥              | 1,130,443 |   |               | ¥ | 758,700   |                |  | ¥ | 1,182,140     |   |  | ¥ | 795,561   |  
|                                                        |  |                |           |   |               |   |           |                |  |   |               |   |  |   |           |  
|Net defined benefit liabilities                         |  | ¥              | 323,978   |   |               | ¥ | 292,238   |                |  | ¥ | 180,052       |   |  | ¥ | 261,790   |  
|                                                        |  |                |           |   |               |   |           |                |  |   |               |   |  |   |           |  



2) Fair value of plan
assets



Hondas investment policies for
the Japanese and foreign pension plan assets are designed to maximize total medium-to-long term returns that are available to provide future payments of pension benefits
to eligible participants under accepted risks. Plan assets are invested in well-diversified Japanese and foreign individual equity and debt securities using target asset allocations, consistent with accepted tolerance for risks. Honda sets target
asset allocations for each asset category with future anticipated performance over medium-to-long term periods based on the expected returns, long-term risks and
historical returns. Target asset allocations are adjusted as necessary when there are significant changes in the investment environment of plan assets.



F-44



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



The fair value of the Japanese and foreign pension plan assets by asset category as of
March 31, 2016 and 2017 is as follows:



As of
March 31, 2016



|                                  |  |                               |         |   |               |   |         |                               |  |   |           |   |  |          |         |  |       |   |         |  |  |   |         | 
|--------------------------------- |  | ----------------------------- | ------- | - | ------------- | - | ------- | ----------------------------- |  | - | --------- | - |  | -------- | ------- |  | ----- | - | ------- |  |  | - | ------- | 
|                                  |  | Yen (millions)                |        
|                                  |  | Japanese plans                |         |   | Foreign plans |  
|                                  |  | Market price in active market |         |   |               |   |         | Market price in active market |  |   |           |  
|                                  |  | Quoted                        |         |   | Unquoted      |   |         | Total                         |  |   | Quoted    |   |  | Unquoted |         |  | Total |  
|Cash and cash equivalents         |  | ¥                             | 16,393  |   |               | ¥ |        |                               |  | ¥ | 16,393    |   |  | ¥        | 11,027  |  |       | ¥ |        |  |  | ¥ | 11,027  | 
|Equity securities:                |  |                               |         |   |               |   |         |                               |  |   |           |   |  |          |         |  |       |   |         |  |  |   |         | 
|Japan                             |  |                               | 29,017  |   |               |   |        |                               |  |   | 29,017    |   |  |          | 12,801  |  |       |   |        |  |  |   | 12,801  | 
|United States                     |  |                               | 187,566 |   |               |   |        |                               |  |   | 187,566   |   |  |          | 101,315 |  |       |   |        |  |  |   | 101,315 | 
|Other                             |  |                               | 191,042 |   |               |   | 167     |                               |  |   | 191,209   |   |  |          | 94,918  |  |       |   | 3,560   |  |  |   | 98,478  | 
|Debt securities:                  |  |                               |         |   |               |   |         |                               |  |   |           |   |  |          |         |  |       |   |         |  |  |   |         | 
|Japan                             |  |                               | 78,329  |   |               |   |        |                               |  |   | 78,329    |   |  |          |        |  |       |   |        |  |  |   |        | 
|United States                     |  |                               | 3,319   |   |               |   | 115,544 |                               |  |   | 118,863   |   |  |          |        |  |       |   | 104,793 |  |  |   | 104,793 | 
|Other                             |  |                               | 211,575 |   |               |   | 15,036  |                               |  |   | 226,611   |   |  |          |        |  |       |   | 49,387  |  |  |   | 49,387  | 
|Group annuity insurance:          |  |                               |         |   |               |   |         |                               |  |   |           |   |  |          |         |  |       |   |         |  |  |   |         | 
|General accounts                  |  |                               |        |   |               |   | 27,784  |                               |  |   | 27,784    |   |  |          |        |  |       |   |        |  |  |   |        | 
|Separate accounts                 |  |                               |        |   |               |   | 13,470  |                               |  |   | 13,470    |   |  |          |        |  |       |   |        |  |  |   |        | 
|Pooled funds:                     |  |                               |         |   |               |   |         |                               |  |   |           |   |  |          |         |  |       |   |         |  |  |   |         | 
|Real estate funds                 |  |                               |        |   |               |   |        |                               |  |   |          |   |  |          |        |  |       |   | 47,022  |  |  |   | 47,022  | 
|Private equity funds              |  |                               |        |   |               |   |        |                               |  |   |          |   |  |          |        |  |       |   | 65,623  |  |  |   | 65,623  | 
|Hedge funds                       |  |                               |        |   |               |   | 108,666 |                               |  |   | 108,666   |   |  |          |        |  |       |   | 40,200  |  |  |   | 40,200  | 
|Commingled and other mutual funds |  |                               | 2,819   |   |               |   | 133,012 |                               |  |   | 135,831   |   |  |          | 5,907   |  |       |   | 204,383 |  |  |   | 210,290 | 
|Other                             |  |                               | (4      | ) |               |   | (3,292  | )                             |  |   | (3,296    | ) |  |          | 711     |  |       |   | 17,053  |  |  |   | 17,764  | 
|                                  |  |                               |         |   |               |   |         |                               |  |   |           |   |  |          |         |  |       |   |         |  |  |   |         | 
|Total                             |  | ¥                             | 720,056 |   |               | ¥ | 410,387 |                               |  | ¥ | 1,130,443 |   |  | ¥        | 226,679 |  |       | ¥ | 532,021 |  |  | ¥ | 758,700 | 
|                                  |  |                               |         |   |               |   |         |                               |  |   |           |   |  |          |         |  |       |   |         |  |  |   |         | 



As of March 31, 2017



|                                  |  |                               |         |  |               |   |         |                               |  |   |           |  |  |          |         |   |       |   |         |  |  |   |         | 
|--------------------------------- |  | ----------------------------- | ------- |  | ------------- | - | ------- | ----------------------------- |  | - | --------- |  |  | -------- | ------- | - | ----- | - | ------- |  |  | - | ------- | 
|                                  |  | Yen (millions)                |        
|                                  |  | Japanese plans                |         |  | Foreign plans |  
|                                  |  | Market price in active market |         |  |               |   |         | Market price in active market |  |   |           | 
|                                  |  | Quoted                        |         |  | Unquoted      |   |         | Total                         |  |   | Quoted    |  |  | Unquoted |         |   | Total |  
|Cash and cash equivalents         |  | ¥                             | 10,886  |  |               | ¥ |        |                               |  | ¥ | 10,886    |  |  | ¥        | 4,813   |   |       | ¥ |        |  |  | ¥ | 4,813   | 
|Equity securities:                |  |                               |         |  |               |   |         |                               |  |   |           |  |  |          |         |   |       |   |         |  |  |   |         | 
|Japan                             |  |                               | 28,030  |  |               |   | 7       |                               |  |   | 28,037    |  |  |          | 15,272  |   |       |   |        |  |  |   | 15,272  | 
|United States                     |  |                               | 210,479 |  |               |   |        |                               |  |   | 210,479   |  |  |          | 76,458  |   |       |   | 104     |  |  |   | 76,562  | 
|Other                             |  |                               | 221,904 |  |               |   | 173     |                               |  |   | 222,077   |  |  |          | 96,859  |   |       |   | 4,169   |  |  |   | 101,028 | 
|Debt securities:                  |  |                               |         |  |               |   |         |                               |  |   |           |  |  |          |         |   |       |   |         |  |  |   |         | 
|Japan                             |  |                               | 79,086  |  |               |   |        |                               |  |   | 79,086    |  |  |          |        |   |       |   | 107     |  |  |   | 107     | 
|United States                     |  |                               | 3,326   |  |               |   | 119,139 |                               |  |   | 122,465   |  |  |          |        |   |       |   | 100,106 |  |  |   | 100,106 | 
|Other                             |  |                               | 145,506 |  |               |   | 73,496  |                               |  |   | 219,002   |  |  |          |        |   |       |   | 44,295  |  |  |   | 44,295  | 
|Group annuity insurance:          |  |                               |         |  |               |   |         |                               |  |   |           |  |  |          |         |   |       |   |         |  |  |   |         | 
|General accounts                  |  |                               |        |  |               |   | 30,368  |                               |  |   | 30,368    |  |  |          |        |   |       |   |        |  |  |   |        | 
|Separate accounts                 |  |                               |        |  |               |   | 14,606  |                               |  |   | 14,606    |  |  |          |        |   |       |   |        |  |  |   |        | 
|Pooled funds:                     |  |                               |         |  |               |   |         |                               |  |   |           |  |  |          |         |   |       |   |         |  |  |   |         | 
|Real estate funds                 |  |                               |        |  |               |   |        |                               |  |   |          |  |  |          |        |   |       |   | 50,900  |  |  |   | 50,900  | 
|Private equity funds              |  |                               |        |  |               |   |        |                               |  |   |          |  |  |          |        |   |       |   | 63,529  |  |  |   | 63,529  | 
|Hedge funds                       |  |                               |        |  |               |   | 112,317 |                               |  |   | 112,317   |  |  |          |        |   |       |   | 51,738  |  |  |   | 51,738  | 
|Commingled and other mutual funds |  |                               | 2,321   |  |               |   | 121,681 |                               |  |   | 124,002   |  |  |          | 6,740   |   |       |   | 248,336 |  |  |   | 255,076 | 
|Other                             |  |                               | 8       |  |               |   | 8,807   |                               |  |   | 8,815     |  |  |          | (1,039  | ) |       |   | 33,174  |  |  |   | 32,135  | 
|                                  |  |                               |         |  |               |   |         |                               |  |   |           |  |  |          |         |   |       |   |         |  |  |   |         | 
|Total                             |  | ¥                             | 701,546 |  |               | ¥ | 480,594 |                               |  | ¥ | 1,182,140 |  |  | ¥        | 199,103 |   |       | ¥ | 596,458 |  |  | ¥ | 795,561 | 
|                                  |  |                               |         |  |               |   |         |                               |  |   |           |  |  |          |         |   |       |   |         |  |  |   |         | 



F-45



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



3) Actuarial assumptions



The significant actuarial assumptions used to determine the
present value of defined benefit obligations as of March 31, 2016 and 2017 are as follows:



|                        |  |                |     |   |               |  |           |                |  |  |               |   |  |  |           |  
|----------------------- |  | -------------- | --- | - | ------------- |  | --------- | -------------- |  |  | ------------- | - |  |  | --------- | -
|                        |  | 2016           |     |   | 2017          | 
|                        |  | Japanese plans |     |   | Foreign plans |  |           | Japanese plans |  |  | Foreign plans |  
|Discount rate           |  |                | 0.5 | % |               |  | 3.6 - 4.4 | %              |  |  | 0.8           | % |  |  | 2.8 - 4.4 | %
|Rate of salary increase |  |                | 2.1 | % |               |  | 2.5 - 3.6 | %              |  |  | 1.7           | % |  |  | 2.5 - 3.0 | %



4) Sensitivity analysis



The effects on defined benefit obligations
of 0.5% increase or decrease in the discount rate as of March 31, 2016 and 2017 are as follows:



|              |  |                |                  |  |               |   |                  |                |  |   |                  |  |  |   |                 | 
|------------- |  | -------------- | ---------------- |  | ------------- | - | ---------------- | -------------- |  | - | ---------------- |  |  | - | --------------- | 
|              |  | Yen (millions) |                 
|              |  | 2016           |                  |  | 2017          |  
|              |  | Japanese plans |                  |  | Foreign plans |   |                  | Japanese plans |  |   | Foreign plans    | 
|0.5% decrease |  | ¥              | 114,488 increase |  |               | ¥ | 100,751 increase |                |  | ¥ | 108,795 increase |  |  | ¥ | 98,171 increase | 
|0.5% increase |  | ¥              | 101,566 decrease |  |               | ¥ | 87,483 decrease  |                |  | ¥ | 96,670 decrease  |  |  | ¥ | 86,324 decrease | 



This sensitivity analysis
shows changes in defined benefit obligations as of March 31, 2016 and 2017, as a result of changes in actuarial assumptions that the Company can reasonably assume. This analysis is based on provisional calculations, and thus actual results may
differ from the analysis. In addition, changes in the rate of salary increase are not expected.



5) Cash flows



The amount of contributions to plan assets made by the Company and certain of its consolidated subsidiaries are determined based on various factors such as the level of salary and service years of
employees, status of plan asset reserve, and actuarial calculations. In accordance with the provisions of the Defined Benefit Corporate Pension Act, the Honda Pension Fund also recalculates the amount of contributions every five years at the end of
the reporting period as a base date, in an effort to ensure balanced finances in the future. The Company and certain of its consolidated subsidiaries may make contributions of a necessary amount if the amount of reserve falls below the minimum base
amount.



The Company and certain of its
consolidated subsidiaries expect to contribute ¥22,033 million to its Japanese pension plans and ¥24,180 million to its foreign pension plans in the year ending March 31, 2018.



The weighted average duration of defined benefit obligations
as of March 31, 2016 and 2017 are as follows:



|                                                         |  |                |          |      |               |          |                |          |               |          |  |  |  |  |  | 
|-------------------------------------------------------- |  | -------------- | -------- | ---- | ------------- | -------- | -------------- | -------- | ------------- | -------- |  |  |  |  |  | 
|                                                         |  | 2016           |          | 2017
|                                                         |  | Japanese plans |          |      | Foreign plans |          | Japanese plans |          | Foreign plans
|Weighted average duration of defined benefit obligations |  |                | 15 years |      |               | 17 years |                | 15 years |               | 16 years



F-46



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(b) Personnel Expenses



Personnel expenses included in the consolidated statements of income for the years ended March 31, 2015,
2016 and 2017 are as follows:



|                   |  |                |           |  |      |   |           |      |  |   |           | 
|------------------ |  | -------------- | --------- |  | ---- | - | --------- | ---- |  | - | --------- | 
|                   |  | Yen (millions) |          
|                   |  | 2015           |           |  | 2016 |   |           | 2017 | 
|Personnel expenses |  | ¥              | 1,451,506 |  |      | ¥ | 1,497,127 |      |  | ¥ | 1,373,578 | 



Personnel expenses include
salaries, bonuses, social security expenses and expenses relating to post-employment benefits.



(19) Equity



(a) Management of Capital



Honda makes investments in capital and research and development to improve corporate value through growth on a global basis. In order to meet these funding needs, Honda makes capital management through
consideration of the balance between financing liabilities and equity.



Financing liabilities and equity of Honda as of March 31, 2016 and 2017 are as follows:



|                      |  |                |           |  |      |   |           | 
|--------------------- |  | -------------- | --------- |  | ---- | - | --------- | 
|                      |  | Yen (millions) |          
|                      |  | 2016           |           |  | 2017 |  
|Financing liabilities |  | ¥              | 6,526,248 |  |      | ¥ | 6,809,118 | 
|Equity                |  |                | 7,031,788 |  |      |   | 7,569,626 | 



(b) Common Stock



The Companys total number of shares
authorized and issued for the years ended March 31, 2015, 2016 and 2017 are as follows:



|                                  |  |        |               |  |      |  |               |      |  |  |               | 
|--------------------------------- |  | ------ | ------------- |  | ---- |  | ------------- | ---- |  |  | ------------- | 
|                                  |  | Shares |              
|                                  |  | 2015   |               |  | 2016 |  |               | 2017 | 
|Total number of authorized shares |  |        |               |  |      |  |               |      |  |  |               | 
|Balance at end of year            |  |        |               |  |      |  |               |      |  |  |               | 
|Common shares, no par value       |  |        | 7,086,000,000 |  |      |  | 7,086,000,000 |      |  |  | 7,086,000,000 | 
|Total number of issued shares     |  |        |               |  |      |  |               |      |  |  |               | 
|Balance at beginning of year      |  |        | 1,811,428,430 |  |      |  | 1,811,428,430 |      |  |  | 1,811,428,430 | 
|Changes during the year           |  |        |              |  |      |  |              |      |  |  |              | 
|Balance at end of year            |  |        | 1,811,428,430 |  |      |  | 1,811,428,430 |      |  |  | 1,811,428,430 | 



All of the issued shares as
of March 31, 2015, 2016 and 2017 have been paid in full.



(c) Capital Surplus and Retained Earnings



Capital surplus consists of surplus that is derived from equity transactions and not recorded in common stock, and its primary component is capital reserves. The Companies Act of Japan provides that no
less than 50% of the paid-in amount or proceeds of issuance of shares shall be incorporated in common stock, and that the remaining shall be incorporated in capital reserves. Capital reserves may be
incorporated in common stock upon approval of the General Meeting of Shareholders.



F-47



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



Retained earnings consist of legal reserves and accumulated earnings. The Companies Act
of Japan provides that earnings in an amount equal to 10% of cash dividends from retained earnings shall be appropriated as a capital reserve or a legal reserve on the date of distribution of retained earnings until an aggregated amount of capital
reserve and legal reserve equals 25% of common stock. Legal reserves may be used upon approval of the General Meeting of Shareholders. Certain foreign consolidated subsidiaries are also required to appropriate their earnings under the laws of
respective countries.



(d) Treasury Stock



The total number of the Companys
treasury stock held by Honda as of March 31, 2015, 2016 and 2017 is as follows:



|              |  |        |           |  |      |  |           |      |  |  |           | 
|------------- |  | ------ | --------- |  | ---- |  | --------- | ---- |  |  | --------- | 
|              |  | Shares |          
|              |  | 2015   |           |  | 2016 |  |           | 2017 | 
|Common shares |  |        | 9,141,504 |  |      |  | 9,144,911 |      |  |  | 9,148,035 | 



Under the Companies Act of
Japan, the number of shares and total value of treasury stock acquisition may be determined, upon approval of the General Meeting of Shareholders, within the amount available for distribution. Furthermore, treasury stock may be acquired through
market transactions or tender offers in accordance with the articles of incorporation within the conditions set forth in the Companies Act, upon approval of the Board of Directors.



(e) Other Components of Equity



The changes in other components of equity for the years
ended March 31, 2015, 2016 and 2017 are as follows:



|                                      |  |                                         |          |   |                                                                                                       |   |         |                                                       |  |   |          |   |  |   |          |  
|------------------------------------- |  | --------------------------------------- | -------- | - | ----------------------------------------------------------------------------------------------------- | - | ------- | ----------------------------------------------------- |  | - | -------- | - |  | - | -------- | -
|                                      |  | Yen (millions)                          |         
|                                      |  | Remeasurements 
ofdefined benefit plans |          |   | Net changes in revaluation offinancial assets measured atfair value through othercomprehensive income |   |         | Exchange differenceson 
translating foreignoperations |  |   | Total    |  
|Balance as of April 1, 2014           |  | ¥                                       |         |   |                                                                                                       | ¥ | 57,405  |                                                       |  | ¥ | 215,954  |   |  | ¥ | 273,359  |  
|                                      |  |                                         |          |   |                                                                                                       |   |         |                                                       |  |   |          |   |  |   |          |  
|Adjustment during the year            |  | ¥                                       | (101,467 | ) |                                                                                                       | ¥ | 24,906  |                                                       |  | ¥ | 498,835  |   |  | ¥ | 422,274  |  
|Reclassification to retained earnings |  |                                         | 101,467  |   |                                                                                                       |   | (3,066  | )                                                     |  |   |         |   |  |   | 98,401   |  
|                                      |  |                                         |          |   |                                                                                                       |   |         |                                                       |  |   |          |   |  |   |          |  
|Balance as of March 31, 2015          |  | ¥                                       |         |   |                                                                                                       | ¥ | 79,245  |                                                       |  | ¥ | 714,789  |   |  | ¥ | 794,034  |  
|                                      |  |                                         |          |   |                                                                                                       |   |         |                                                       |  |   |          |   |  |   |          |  
|Adjustment during the year            |  | ¥                                       | (76,342  | ) |                                                                                                       | ¥ | (16,456 | )                                                     |  | ¥ | (440,313 | ) |  | ¥ | (533,111 | )
|Reclassification to retained earnings |  |                                         | 76,342   |   |                                                                                                       |   | (1,150  | )                                                     |  |   |         |   |  |   | 75,192   |  
|                                      |  |                                         |          |   |                                                                                                       |   |         |                                                       |  |   |          |   |  |   |          |  
|Balance as of March 31, 2016          |  | ¥                                       |         |   |                                                                                                       | ¥ | 61,639  |                                                       |  | ¥ | 274,476  |   |  | ¥ | 336,115  |  
|                                      |  |                                         |          |   |                                                                                                       |   |         |                                                       |  |   |          |   |  |   |          |  
|Adjustment during the year            |  | ¥                                       | 64,478   |   |                                                                                                       | ¥ | 24,049  |                                                       |  | ¥ | (9,017   | ) |  | ¥ | 79,510   |  
|Reclassification to retained earnings |  |                                         | (64,478  | ) |                                                                                                       |   | 259     |                                                       |  |   |         |   |  |   | (64,219  | )
|                                      |  |                                         |          |   |                                                                                                       |   |         |                                                       |  |   |          |   |  |   |          |  
|Balance as of March 31, 2017          |  | ¥                                       |         |   |                                                                                                       | ¥ | 85,947  |                                                       |  | ¥ | 265,459  |   |  | ¥ | 351,406  |  
|                                      |  |                                         |          |   |                                                                                                       |   |         |                                                       |  |   |          |   |  |   |          |  



F-48



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(f) Other Comprehensive Income



Each component of other comprehensive income and related tax
effect including non-controlling interests for the years ended March 31, 2015, 2016 and 2017 are as follows:



For the year ended March 31, 2015



|                                                                                                          |  |                |          |   |                     |   |        |            |  |   |          |  
|--------------------------------------------------------------------------------------------------------- |  | -------------- | -------- | - | ------------------- | - | ------ | ---------- |  | - | -------- | -
|                                                                                                          |  | Yen (millions) |         
|                                                                                                          |  | Before-tax     |          |   | Taxbenefit(expense) |   |        | Net-of-tax | 
|Items that will not be reclassified to profit or loss:                                                    |  |                |          |   |                     |   |        |            |  |   |          |  
|Remeasurements of defined benefit plans:                                                                  |  |                |          |   |                     |   |        |            |  |   |          |  
|Amount incurred during the year                                                                           |  | ¥              | (130,187 | ) |                     | ¥ | 28,901 |            |  | ¥ | (101,286 | )
|                                                                                                          |  |                |          |   |                     |   |        |            |  |   |          |  
|Net changes                                                                                               |  |                | (130,187 | ) |                     |   | 28,901 |            |  |   | (101,286 | )
|                                                                                                          |  |                |          |   |                     |   |        |            |  |   |          |  
|Net changes in revaluation of financial assets measured at fair value through other comprehensive income: |  |                |          |   |                     |   |        |            |  |   |          |  
|Amount incurred during the year                                                                           |  |                | 32,369   |   |                     |   | (8,362 | )          |  |   | 24,007   |  
|                                                                                                          |  |                |          |   |                     |   |        |            |  |   |          |  
|Net changes                                                                                               |  |                | 32,369   |   |                     |   | (8,362 | )          |  |   | 24,007   |  
|                                                                                                          |  |                |          |   |                     |   |        |            |  |   |          |  
|Share of other comprehensive income of investments accounted for using the equity method:                 |  |                |          |   |                     |   |        |            |  |   |          |  
|Amount incurred during the year                                                                           |  |                | (428     | ) |                     |   | (286   | )          |  |   | (714     | )
|                                                                                                          |  |                |          |   |                     |   |        |            |  |   |          |  
|Net changes                                                                                               |  |                | (428     | ) |                     |   | (286   | )          |  |   | (714     | )
|                                                                                                          |  |                |          |   |                     |   |        |            |  |   |          |  
|Items that may be reclassified subsequently to profit or loss:                                            |  |                |          |   |                     |   |        |            |  |   |          |  
|Exchange differences on translating foreign operations:                                                   |  |                |          |   |                     |   |        |            |  |   |          |  
|Amount incurred during the year                                                                           |  |                | 465,719  |   |                     |   | (1     | )          |  |   | 465,718  |  
|Reclassification to profit or loss                                                                        |  |                | 57       |   |                     |   | 1      |            |  |   | 58       |  
|                                                                                                          |  |                |          |   |                     |   |        |            |  |   |          |  
|Net changes                                                                                               |  |                | 465,776  |   |                     |   |       |            |  |   | 465,776  |  
|                                                                                                          |  |                |          |   |                     |   |        |            |  |   |          |  
|Share of other comprehensive income of investments accounted for using the equity method:                 |  |                |          |   |                     |   |        |            |  |   |          |  
|Amount incurred during the year                                                                           |  |                | 59,859   |   |                     |   | (2,503 | )          |  |   | 57,356   |  
|Reclassification to profit or loss                                                                        |  |                |         |   |                     |   |       |            |  |   |         |  
|                                                                                                          |  |                |          |   |                     |   |        |            |  |   |          |  
|Net changes                                                                                               |  |                | 59,859   |   |                     |   | (2,503 | )          |  |   | 57,356   |  
|                                                                                                          |  |                |          |   |                     |   |        |            |  |   |          |  
|Total other comprehensive income                                                                          |  | ¥              | 427,389  |   |                     | ¥ | 17,750 |            |  | ¥ | 445,139  |  
|                                                                                                          |  |                |          |   |                     |   |        |            |  |   |          |  



F-49



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



For the year ended March 31, 2016



|                                                                                                          |  |                |          |   |                     |   |        |            |  |   |          |  
|--------------------------------------------------------------------------------------------------------- |  | -------------- | -------- | - | ------------------- | - | ------ | ---------- |  | - | -------- | -
|                                                                                                          |  | Yen (millions) |         
|                                                                                                          |  | Before-tax     |          |   | Taxbenefit(expense) |   |        | Net-of-tax | 
|Items that will not be reclassified to profit or loss:                                                    |  |                |          |   |                     |   |        |            |  |   |          |  
|Remeasurements of defined benefit plans:                                                                  |  |                |          |   |                     |   |        |            |  |   |          |  
|Amount incurred during the year                                                                           |  | ¥              | (93,561  | ) |                     | ¥ | 22,852 |            |  | ¥ | (70,709  | )
|                                                                                                          |  |                |          |   |                     |   |        |            |  |   |          |  
|Net changes                                                                                               |  |                | (93,561  | ) |                     |   | 22,852 |            |  |   | (70,709  | )
|                                                                                                          |  |                |          |   |                     |   |        |            |  |   |          |  
|Net changes in revaluation of financial assets measured at fair value through other comprehensive income: |  |                |          |   |                     |   |        |            |  |   |          |  
|Amount incurred during the year                                                                           |  |                | (24,308  | ) |                     |   | 8,511  |            |  |   | (15,797  | )
|                                                                                                          |  |                |          |   |                     |   |        |            |  |   |          |  
|Net changes                                                                                               |  |                | (24,308  | ) |                     |   | 8,511  |            |  |   | (15,797  | )
|                                                                                                          |  |                |          |   |                     |   |        |            |  |   |          |  
|Share of other comprehensive income of investments accounted for using the equity method:                 |  |                |          |   |                     |   |        |            |  |   |          |  
|Amount incurred during the year                                                                           |  |                | (1,554   | ) |                     |   | 280    |            |  |   | (1,274   | )
|                                                                                                          |  |                |          |   |                     |   |        |            |  |   |          |  
|Net changes                                                                                               |  |                | (1,554   | ) |                     |   | 280    |            |  |   | (1,274   | )
|                                                                                                          |  |                |          |   |                     |   |        |            |  |   |          |  
|Items that may be reclassified subsequently to profit or loss:                                            |  |                |          |   |                     |   |        |            |  |   |          |  
|Exchange differences on translating foreign operations:                                                   |  |                |          |   |                     |   |        |            |  |   |          |  
|Amount incurred during the year                                                                           |  |                | (430,191 | ) |                     |   |       |            |  |   | (430,191 | )
|Reclassification to profit or loss                                                                        |  |                | 39       |   |                     |   |       |            |  |   | 39       |  
|                                                                                                          |  |                |          |   |                     |   |        |            |  |   |          |  
|Net changes                                                                                               |  |                | (430,152 | ) |                     |   |       |            |  |   | (430,152 | )
|                                                                                                          |  |                |          |   |                     |   |        |            |  |   |          |  
|Share of other comprehensive income of investments accounted for using the equity method:                 |  |                |          |   |                     |   |        |            |  |   |          |  
|Amount incurred during the year                                                                           |  |                | (37,554  | ) |                     |   | 929    |            |  |   | (36,625  | )
|Reclassification to profit or loss                                                                        |  |                | 35       |   |                     |   | (1     | )          |  |   | 34       |  
|                                                                                                          |  |                |          |   |                     |   |        |            |  |   |          |  
|Net changes                                                                                               |  |                | (37,519  | ) |                     |   | 928    |            |  |   | (36,591  | )
|                                                                                                          |  |                |          |   |                     |   |        |            |  |   |          |  
|Total other comprehensive income                                                                          |  | ¥              | (587,094 | ) |                     | ¥ | 32,571 |            |  | ¥ | (554,523 | )
|                                                                                                          |  |                |          |   |                     |   |        |            |  |   |          |  



F-50



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



For the year ended March 31, 2017



|                                                                                                          |  |                |         |   |                     |   |         |            |  |   |         |  
|--------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | - | ------------------- | - | ------- | ---------- |  | - | ------- | -
|                                                                                                          |  | Yen (millions) |        
|                                                                                                          |  | Before-tax     |         |   | Taxbenefit(expense) |   |         | Net-of-tax | 
|Items that will not be reclassified to profit or loss:                                                    |  |                |         |   |                     |   |         |            |  |   |         |  
|Remeasurements of defined benefit plans:                                                                  |  |                |         |   |                     |   |         |            |  |   |         |  
|Amount incurred during the year                                                                           |  | ¥              | 90,502  |   |                     | ¥ | (32,348 | )          |  | ¥ | 58,154  |  
|                                                                                                          |  |                |         |   |                     |   |         |            |  |   |         |  
|Net changes                                                                                               |  |                | 90,502  |   |                     |   | (32,348 | )          |  |   | 58,154  |  
|                                                                                                          |  |                |         |   |                     |   |         |            |  |   |         |  
|Net changes in revaluation of financial assets measured at fair value through other comprehensive income: |  |                |         |   |                     |   |         |            |  |   |         |  
|Amount incurred during the year                                                                           |  |                | 34,189  |   |                     |   | (11,482 | )          |  |   | 22,707  |  
|                                                                                                          |  |                |         |   |                     |   |         |            |  |   |         |  
|Net changes                                                                                               |  |                | 34,189  |   |                     |   | (11,482 | )          |  |   | 22,707  |  
|                                                                                                          |  |                |         |   |                     |   |         |            |  |   |         |  
|Share of other comprehensive income of investments accounted for using the equity method:                 |  |                |         |   |                     |   |         |            |  |   |         |  
|Amount incurred during the year                                                                           |  |                | 3,317   |   |                     |   | (55     | )          |  |   | 3,262   |  
|                                                                                                          |  |                |         |   |                     |   |         |            |  |   |         |  
|Net changes                                                                                               |  |                | 3,317   |   |                     |   | (55     | )          |  |   | 3,262   |  
|                                                                                                          |  |                |         |   |                     |   |         |            |  |   |         |  
|Items that may be reclassified subsequently to profit or loss:                                            |  |                |         |   |                     |   |         |            |  |   |         |  
|Exchange differences on translating foreign operations:                                                   |  |                |         |   |                     |   |         |            |  |   |         |  
|Amount incurred during the year                                                                           |  |                | 7,923   |   |                     |   | 3       |            |  |   | 7,926   |  
|Reclassification to profit or loss                                                                        |  |                | 141     |   |                     |   | (3      | )          |  |   | 138     |  
|                                                                                                          |  |                |         |   |                     |   |         |            |  |   |         |  
|Net changes                                                                                               |  |                | 8,064   |   |                     |   |        |            |  |   | 8,064   |  
|                                                                                                          |  |                |         |   |                     |   |         |            |  |   |         |  
|Share of other comprehensive income of investments accounted for using the equity method:                 |  |                |         |   |                     |   |         |            |  |   |         |  
|Amount incurred during the year                                                                           |  |                | (24,158 | ) |                     |   | 1,428   |            |  |   | (22,730 | )
|Reclassification to profit or loss                                                                        |  |                | 100     |   |                     |   | (14     | )          |  |   | 86      |  
|                                                                                                          |  |                |         |   |                     |   |         |            |  |   |         |  
|Net changes                                                                                               |  |                | (24,058 | ) |                     |   | 1,414   |            |  |   | (22,644 | )
|                                                                                                          |  |                |         |   |                     |   |         |            |  |   |         |  
|Total other comprehensive income                                                                          |  | ¥              | 112,014 |   |                     | ¥ | (42,471 | )          |  | ¥ | 69,543  |  
|                                                                                                          |  |                |         |   |                     |   |         |            |  |   |         |  



The components of other
comprehensive income included in non-controlling interests for the years ended March 31, 2015, 2016 and 2017 are as follows:



|                                                                                                         |  |                |        |   |      |   |         |      |  |   |        |  
|-------------------------------------------------------------------------------------------------------- |  | -------------- | ------ | - | ---- | - | ------- | ---- |  | - | ------ | -
|                                                                                                         |  | Yen (millions) |       
|                                                                                                         |  | 2015           |        |   | 2016 |   |         | 2017 | 
|Remeasurements of defined benefit plans                                                                  |  | ¥              | (1,485 | ) |      | ¥ | 5,073   |      |  | ¥ | (4,413 | )
|Net changes in revaluation of financial assets measured at fair value through other comprehensive income |  |                | 53     |   |      |   | (55     | )    |  |   | 9      |  
|Exchange differences on translating foreign operations                                                   |  |                | 24,297 |   |      |   | (26,430 | )    |  |   | (5,563 | )
|                                                                                                         |  |                |        |   |      |   |         |      |  |   |        |  
|Total                                                                                                    |  | ¥              | 22,865 |   |      | ¥ | (21,412 | )    |  | ¥ | (9,967 | )
|                                                                                                         |  |                |        |   |      |   |         |      |  |   |        |  



F-51



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(g) Dividends from Retained Earnings



The Company distributes retained earnings within the
available amount calculated in accordance with the Companies Act of Japan. The amount of retained earnings available for distribution is calculated based on the amount of retained earnings recorded in the Companys non-consolidated accounting records prepared in accordance with accounting principles generally accepted in Japan.



The amounts recognized as dividends of retained earnings for the years ended March 31, 2015, 2016 and 2017 are as follows:



1) Dividend payout



For the year ended March 31, 2015



|                                            |  |                                                              
|------------------------------------------- |  | -------------------------------------------------------------
|Resolution                                  |  | The Ordinary General Meeting of Shareholders on June 13, 2014
|Type of shares                              |  | Common shares                                                
|Total amount of dividends (millions of yen) |  | 39,650                                                       
|Dividend per share (yen)                    |  | 22.00                                                        
|Record date                                 |  | March 31, 2014                                               
|Effective date                              |  | June 16, 2014                                                
|                                            | 
|Resolution                                  |  | The Board of Directors Meeting on July 29, 2014              
|Type of shares                              |  | Common shares                                                
|Total amount of dividends (millions of yen) |  | 39,650                                                       
|Dividend per share (yen)                    |  | 22.00                                                        
|Record date                                 |  | June 30, 2014                                                
|Effective date                              |  | August 25, 2014                                              
|                                            | 
|Resolution                                  |  | The Board of Directors Meeting on October 28, 2014           
|Type of shares                              |  | Common shares                                                
|Total amount of dividends (millions of yen) |  | 39,650                                                       
|Dividend per share (yen)                    |  | 22.00                                                        
|Record date                                 |  | September 30, 2014                                           
|Effective date                              |  | November 28, 2014                                            
|                                            | 
|Resolution                                  |  | The Board of Directors Meeting on January 30, 2015           
|Type of shares                              |  | Common shares                                                
|Total amount of dividends (millions of yen) |  | 39,650                                                       
|Dividend per share (yen)                    |  | 22.00                                                        
|Record date                                 |  | December 31, 2014                                            
|Effective date                              |  | February 26, 2015                                            



F-52



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



For the year ended March 31, 2016



|                                            |  |                                                              
|------------------------------------------- |  | -------------------------------------------------------------
|Resolution                                  |  | The Ordinary General Meeting of Shareholders on June 17, 2015
|Type of shares                              |  | Common shares                                                
|Total amount of dividends (millions of yen) |  | 39,650                                                       
|Dividend per share (yen)                    |  | 22.00                                                        
|Record date                                 |  | March 31, 2015                                               
|Effective date                              |  | June 18, 2015                                                
|                                            | 
|Resolution                                  |  | The Board of Directors Meeting on July 31, 2015              
|Type of shares                              |  | Common shares                                                
|Total amount of dividends (millions of yen) |  | 39,650                                                       
|Dividend per share (yen)                    |  | 22.00                                                        
|Record date                                 |  | June 30, 2015                                                
|Effective date                              |  | August 25, 2015                                              
|                                            | 
|Resolution                                  |  | The Board of Directors Meeting on November 4, 2015           
|Type of shares                              |  | Common shares                                                
|Total amount of dividends (millions of yen) |  | 39,650                                                       
|Dividend per share (yen)                    |  | 22.00                                                        
|Record date                                 |  | September 30, 2015                                           
|Effective date                              |  | November 30, 2015                                            
|                                            | 
|Resolution                                  |  | The Board of Directors Meeting on January 29, 2016           
|Type of shares                              |  | Common shares                                                
|Total amount of dividends (millions of yen) |  | 39,650                                                       
|Dividend per share (yen)                    |  | 22.00                                                        
|Record date                                 |  | December 31, 2015                                            
|Effective date                              |  | February 26, 2016                                            



F-53



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



For the year ended March 31, 2017



|                                            |  |                                                              
|------------------------------------------- |  | -------------------------------------------------------------
|Resolution                                  |  | The Ordinary General Meeting of Shareholders on June 16, 2016
|Type of shares                              |  | Common shares                                                
|Total amount of dividends (millions of yen) |  | 39,650                                                       
|Dividend per share (yen)                    |  | 22.00                                                        
|Record date                                 |  | March 31, 2016                                               
|Effective date                              |  | June 17, 2016                                                
|                                            | 
|Resolution                                  |  | The Board of Directors Meeting on August 2, 2016             
|Type of shares                              |  | Common shares                                                
|Total amount of dividends (millions of yen) |  | 39,650                                                       
|Dividend per share (yen)                    |  | 22.00                                                        
|Record date                                 |  | June 30, 2016                                                
|Effective date                              |  | August 25, 2016                                              
|                                            | 
|Resolution                                  |  | The Board of Directors Meeting on October 31, 2016           
|Type of shares                              |  | Common shares                                                
|Total amount of dividends (millions of yen) |  | 39,650                                                       
|Dividend per share (yen)                    |  | 22.00                                                        
|Record date                                 |  | September 30, 2016                                           
|Effective date                              |  | November 29, 2016                                            
|                                            | 
|Resolution                                  |  | The Board of Directors Meeting on February 3, 2017           
|Type of shares                              |  | Common shares                                                
|Total amount of dividends (millions of yen) |  | 43,254                                                       
|Dividend per share (yen)                    |  | 24.00                                                        
|Record date                                 |  | December 31, 2016                                            
|Effective date                              |  | February 28, 2017                                            



2) Dividends payable of
which record date was in the year ended March 31, 2017, effective after the period



|                                            |  |                                                              
|------------------------------------------- |  | -------------------------------------------------------------
|Resolution                                  |  | The Ordinary General Meeting of Shareholders on June 15, 2017
|Type of shares                              |  | Common shares                                                
|Resource for dividend                       |  | Retained earnings                                            
|Total amount of dividends (millions of yen) |  | 43,254                                                       
|Dividend per share (yen)                    |  | 24.00                                                        
|Record date                                 |  | March 31, 2017                                               
|Effective date                              |  | June 16, 2017                                                



(20) Sales Revenue



Sales revenue for the years ended March 31, 2015, 2016
and 2017 consists of the following:



|                                |  |                |            |  |      |   |            |      |  |   |            | 
|------------------------------- |  | -------------- | ---------- |  | ---- | - | ---------- | ---- |  | - | ---------- | 
|                                |  | Yen (millions) |           
|                                |  | 2015           |            |  | 2016 |   |            | 2017 | 
|Sales of products               |  | ¥              | 12,465,112 |  |      | ¥ | 13,586,565 |      |  | ¥ | 12,954,884 | 
|Revenue from financial services |  |                | 862,987    |  |      |   | 1,014,586  |      |  |   | 1,044,316  | 
|                                |  |                |            |  |      |   |            |      |  |   |            | 
|Total                           |  | ¥              | 13,328,099 |  |      | ¥ | 14,601,151 |      |  | ¥ | 13,999,200 | 
|                                |  |                |            |  |      |   |            |      |  |   |            | 



F-54



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(21) Research and Development



Research and development costs for the years ended March 31, 2015, 2016 and 2017 consist of the following:



|                                                                           |  |                |          |   |      |   |          |      |  |   |          |  
|-------------------------------------------------------------------------- |  | -------------- | -------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                                                                           |  | Yen (millions) |         
|                                                                           |  | 2015           |          |   | 2016 |   |          | 2017 | 
|Research and development expenditures incurred during the reporting period |  | ¥              | 670,331  |   |      | ¥ | 719,810  |      |  | ¥ | 659,918  |  
|Amount capitalized                                                         |  |                | (188,107 | ) |      |   | (190,992 | )    |  |   | (121,037 | )
|Amortization of capitalized development costs                              |  |                | 123,938  |   |      |   | 127,684  |      |  |   | 152,548  |  
|                                                                           |  |                |          |   |      |   |          |      |  |   |          |  
|Total                                                                      |  | ¥              | 606,162  |   |      | ¥ | 656,502  |      |  | ¥ | 691,429  |  
|                                                                           |  |                |          |   |      |   |          |      |  |   |          |  



(22) Finance Income and Finance Costs



Finance income and finance costs for the
years ended March 31, 2015, 2016 and 2017 consist of the following:



|                                                                                         |  |                |         |   |      |   |         |      |  |   |         |  
|---------------------------------------------------------------------------------------- |  | -------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                         |  | Yen (millions) |        
|                                                                                         |  | 2015           |         |   | 2016 |   |         | 2017 | 
|Interest income:                                                                         |  |                |         |   |      |   |         |      |  |   |         |  
|Financial assets measured at amortized cost                                              |  | ¥              | 26,024  |   |      | ¥ | 27,348  |      |  | ¥ | 31,331  |  
|Financial assets measured at fair value through profit or loss                           |  |                | 1,013   |   |      |   | 1,120   |      |  |   | 1,058   |  
|                                                                                         |  |                |         |   |      |   |         |      |  |   |         |  
|Total                                                                                    |  |                | 27,037  |   |      |   | 28,468  |      |  |   | 32,389  |  
|                                                                                         |  |                |         |   |      |   |         |      |  |   |         |  
|Interest expense:                                                                        |  |                |         |   |      |   |         |      |  |   |         |  
|Financial liabilities measured at amortized cost                                         |  |                | (18,194 | ) |      |   | (18,146 | )    |  |   | (12,471 | )
|Other, net:                                                                              |  |                |         |   |      |   |         |      |  |   |         |  
|Dividends received:                                                                      |  |                |         |   |      |   |         |      |  |   |         |  
|Financial assets measured at fair value through other comprehensive income               |  |                | 3,417   |   |      |   | 3,955   |      |  |   | 4,922   |  
|Financial assets measured at fair value through profit or loss                           |  |                | 86      |   |      |   | 3       |      |  |   | 11      |  
|Gains (losses) on derivatives:                                                           |  |                |         |   |      |   |         |      |  |   |         |  
|Financial assets and financial liabilities measured at fair value through profit or loss |  |                | (48,323 | ) |      |   | 35,675  |      |  |   | (51,416 | )
|Gains (losses) on foreign exchange                                                       |  |                | 75,413  |   |      |   | (42,509 | )    |  |   | 21,902  |  
|Other                                                                                    |  |                | 101     |   |      |   | (1,373  | )    |  |   | 6,145   |  
|                                                                                         |  |                |         |   |      |   |         |      |  |   |         |  
|Total                                                                                    |  |                | 30,694  |   |      |   | (4,249  | )    |  |   | (18,436 | )
|                                                                                         |  |                |         |   |      |   |         |      |  |   |         |  
|Total                                                                                    |  | ¥              | 39,537  |   |      | ¥ | 6,073   |      |  | ¥ | 1,482   |  
|                                                                                         |  |                |         |   |      |   |         |      |  |   |         |  



F-55



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(23) Income Taxes



(a) Income Tax Expense



Profit before income taxes and income tax expense for the
years ended March 31, 2015, 2016 and 2017 consist of the following:



|                                  |  |                |         |  |         |   |         |       |  |   |         |  |  |         |         |   |       |   |         |       |  |   |         |  |  |       |        |  |  |   |         |  |  |   |           | 
|--------------------------------- |  | -------------- | ------- |  | ------- | - | ------- | ----- |  | - | ------- |  |  | ------- | ------- | - | ----- | - | ------- | ----- |  | - | ------- |  |  | ----- | ------ |  |  | - | ------- |  |  | - | --------- | 
|                                  |  | Yen (millions) |        
|                                  |  | 2015           |         |  | 2016    |   |         | 2017  | 
|                                  |  | Japan          |         |  | Foreign |   |         | Total |  |   | Japan   |  |  | Foreign |         |   | Total |   |         | Japan |  |   | Foreign |  |  | Total |       
|Profit (loss) before income taxes |  | ¥              | 216,757 |  |         | ¥ | 589,480 |       |  | ¥ | 806,237 |  |  | ¥       | (88,987 | ) |       | ¥ | 724,437 |       |  | ¥ | 635,450 |  |  | ¥     | 88,336 |  |  | ¥ | 918,650 |  |  | ¥ | 1,006,986 | 
|                                  |  |                |         |  |         |   |         |       |  |   |         |  |  |         |         |   |       |   |         |       |  |   |         |  |  |       |        |  |  |   |         |  |  |   |           | 
|Income tax expense (benefit):     |  |                |         |  |         |   |         |       |  |   |         |  |  |         |         |   |       |   |         |       |  |   |         |  |  |       |        |  |  |   |         |  |  |   |           | 
|Current taxes                     |  |                | 13,022  |  |         |   | 173,702 |       |  |   | 186,724 |  |  |         | (7,085  | ) |       |   | 155,031 |       |  |   | 147,946 |  |  |       | 9,072  |  |  |   | 187,077 |  |  |   | 196,149   | 
|Deferred taxes                    |  |                | 30,490  |  |         |   | 27,925  |       |  |   | 58,415  |  |  |         | (767    | ) |       |   | 81,913  |       |  |   | 81,146  |  |  |       | 21,425 |  |  |   | 110,018 |  |  |   | 131,443   | 
|                                  |  |                |         |  |         |   |         |       |  |   |         |  |  |         |         |   |       |   |         |       |  |   |         |  |  |       |        |  |  |   |         |  |  |   |           | 
|Total                             |  | ¥              | 43,512  |  |         | ¥ | 201,627 |       |  | ¥ | 245,139 |  |  | ¥       | (7,852  | ) |       | ¥ | 236,944 |       |  | ¥ | 229,092 |  |  | ¥     | 30,497 |  |  | ¥ | 297,095 |  |  | ¥ | 327,592   | 
|                                  |  |                |         |  |         |   |         |       |  |   |         |  |  |         |         |   |       |   |         |       |  |   |         |  |  |       |        |  |  |   |         |  |  |   |           | 



The statutory income tax rate
in Japan for the years ended March 31, 2015, 2016 and 2017 was 35.1%, 32.5% and 30.4%, respectively. The foreign subsidiaries are subject to taxes based on income at rates ranging from 16.0% to 38.0%.



The Japanese statutory income tax rate for the years ended
March 31, 2015, 2016 and 2017 differs from the average effective tax rate for the following reasons:



|                                                                         |  |      |      |   |      |  |      |      |  |  |      |  
|------------------------------------------------------------------------ |  | ---- | ---- | - | ---- |  | ---- | ---- |  |  | ---- | -
|                                                                         |  | 2015 |      |   | 2016 |  |      | 2017 | 
|Statutory income tax rate*1                                              |  |      | 35.1 | % |      |  | 32.5 | %    |  |  | 30.4 | %
|Difference in statutory income tax rates of foreign subsidiaries         |  |      | (2.6 | ) |      |  | (0.2 | )    |  |  | 0.0  |  
|Effects of investments accounted for using the equity method             |  |      | (4.2 | ) |      |  | (6.4 | )    |  |  | (4.9 | )
|Effects of undistributed earnings and withholding taxes on royalty       |  |      | 3.1  |   |      |  | 8.9  |      |  |  | 6.1  |  
|Changes in unrecognized deferred tax assets                              |  |      | 3.0  |   |      |  | 2.5  |      |  |  | 2.7  |  
|Effects of income and expense not taxable and deductible for tax purpose |  |      | 0.8  |   |      |  | 0.7  |      |  |  | 0.2  |  
|Effects of tax credit                                                    |  |      | (5.6 | ) |      |  | (3.4 | )    |  |  | (1.3 | )
|Other adjustments relating to prior years                                |  |      | (0.4 | ) |      |  | 1.9  |      |  |  | (0.2 | )
|Adjustments for the uncertain tax positions on income taxes              |  |      | 0.2  |   |      |  | 0.2  |      |  |  | 0.3  |  
|Transfer pricing tax refund*2                                            |  |      |     |   |      |  | (3.0 | )    |  |  |     |  
|Adjustments for the changes in income tax laws                           |  |      | (0.1 | ) |      |  | 0.5  |      |  |  | (0.1 | )
|Other                                                                    |  |      | 1.1  |   |      |  | 1.9  |      |  |  | (0.7 | )
|                                                                         |  |      |      |   |      |  |      |      |  |  |      |  
|Average effective tax rate                                               |  |      | 30.4 | % |      |  | 36.1 | %    |  |  | 32.5 | %
|                                                                         |  |      |      |   |      |  |      |      |  |  |      |  



Explanatory notes:



|*1 | On March 31, 2015, the National Diet of Japan approved amendments to existing income tax laws. Upon the change in the laws, the statutory income
tax rate in Japan was changed to approximately 33% for fiscal years beginning on or after April 1, 2015 and would be changed to approximately 32% for fiscal years beginning on or after April 1, 2016. On March 29, 2016, the National
Diet of Japan approved amendments to existing income tax laws. Upon the change in the laws, the statutory income tax rate in Japan for fiscal years beginning on and after April 1, 2016 was changed to approximately 30%.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|*2 | In May 2015, the lawsuit related to transfer pricing involving the Companys transactions with certain consolidated subsidiaries in Brazil was
concluded, and it was ruled that the Company shall receive a tax refund with corresponding interest in Japan. As a result, income tax expense decreased by ¥19,145 million for the year ended March 31, 2016.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(b) Deferred Tax Assets and Deferred Tax Liabilities



The components by major factor in deferred tax assets and
deferred tax liabilities as of March 31, 2016 and 2017 are as follows:



|                                      |  |                |           |   |      |   |           |  
|------------------------------------- |  | -------------- | --------- | - | ---- | - | --------- | -
|                                      |  | Yen (millions) |          
|                                      |  | 2016           |           |   | 2017 |  
|Deferred tax assets:                  |  |                |           |   |      |   |           |  
|Inventories                           |  | ¥              | 80,615    |   |      | ¥ | 72,577    |  
|Accrued expenses                      |  |                | 72,125    |   |      |   | 85,353    |  
|Provisions                            |  |                | 230,661   |   |      |   | 171,172   |  
|Property, plant and equipment         |  |                | 33,912    |   |      |   | 30,031    |  
|Intangible assets                     |  |                | 21,705    |   |      |   | 24,285    |  
|Retirement benefit liabilities        |  |                | 193,412   |   |      |   | 144,924   |  
|Carryforward of unused tax losses     |  |                | 33,013    |   |      |   | 46,951    |  
|Carryforward of unused tax credit     |  |                | 18,748    |   |      |   | 25,223    |  
|Other                                 |  |                | 131,399   |   |      |   | 127,764   |  
|                                      |  |                |           |   |      |   |           |  
|Total                                 |  | ¥              | 815,590   |   |      | ¥ | 728,280   |  
|                                      |  |                |           |   |      |   |           |  
|Deferred tax liabilities:             |  |                |           |   |      |   |           |  
|Property, plant and equipment         |  | ¥              | 104,687   |   |      | ¥ | 120,191   |  
|Intangible assets                     |  |                | 200,391   |   |      |   | 188,245   |  
|Other financial assets                |  |                | 33,157    |   |      |   | 44,536    |  
|Finance leases                        |  |                | 29,070    |   |      |   | 31,066    |  
|Operating leases                      |  |                | 921,697   |   |      |   | 1,004,017 |  
|Undistributed earnings                |  |                | 50,839    |   |      |   | 45,723    |  
|Other                                 |  |                | 84,751    |   |      |   | 73,443    |  
|                                      |  |                |           |   |      |   |           |  
|Total                                 |  | ¥              | 1,424,592 |   |      | ¥ | 1,507,221 |  
|                                      |  |                |           |   |      |   |           |  
|Net deferred tax assets (liabilities) |  | ¥              | (609,002  | ) |      | ¥ | (778,941  | )
|                                      |  |                |           |   |      |   |           |  



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



The changes in deferred tax assets and deferred tax liabilities recognized as income tax
expense in the consolidated statements of income for the years ended March 31, 2015, 2016 and 2017 are as follows:



|                                  |  |                |         |   |      |   |         |      |  |   |         |  
|--------------------------------- |  | -------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                  |  | Yen (millions) |        
|                                  |  | 2015           |         |   | 2016 |   |         | 2017 | 
|Inventories                       |  | ¥              | (17,791 | ) |      | ¥ | (1,737  | )    |  | ¥ | 7,886   |  
|Provisions                        |  |                | (35,054 | ) |      |   | (95,477 | )    |  |   | 49,864  |  
|Property, plant and equipment     |  |                | 13,800  |   |      |   | 23,520  |      |  |   | 19,551  |  
|Retirement benefit liabilities    |  |                | 8,075   |   |      |   | 1,752   |      |  |   | 16,212  |  
|Operating leases                  |  |                | 50,899  |   |      |   | 115,217 |      |  |   | 83,414  |  
|Undistributed earnings            |  |                | 9,632   |   |      |   | 6,796   |      |  |   | (3,704  | )
|Carryforward of unused tax losses |  |                | 22,150  |   |      |   | 6,339   |      |  |   | (13,346 | )
|Carryforward of unused tax credit |  |                | (3,311  | ) |      |   | 13,341  |      |  |   | (6,394  | )
|Other                             |  |                | 10,015  |   |      |   | 11,395  |      |  |   | (22,040 | )
|                                  |  |                |         |   |      |   |         |      |  |   |         |  
|Total                             |  | ¥              | 58,415  |   |      | ¥ | 81,146  |      |  | ¥ | 131,443 |  
|                                  |  |                |         |   |      |   |         |      |  |   |         |  



Honda considers the
probability that a portion of, or all of, the deductible temporary differences, carryforward of unused tax losses and carryforward of unused tax credit can be utilized against future taxable profits in the recognition of deferred tax assets. In
assessing recoverability of deferred tax assets, management considers the scheduled reversal of deferred tax liabilities, projected future taxable profit and tax planning strategies. Based upon the level of historical taxable profit and projections
for future taxable profit over the periods for which the deferred tax assets are deductible, management believes it is probable that Honda will utilize the benefits of these deferred tax assets as of March 31, 2016 and 2017. Uncertainty of
estimates of future taxable profit could increase due to changes in the economic environment surrounding Honda, effects by market conditions, effects of currency fluctuations or other factors. Deferred tax assets recognized by entities that have
suffered a loss in either the preceding or current period are ¥82,593 million and ¥32,111 million as of March 31, 2016 and 2017, respectively.



Deductible temporary differences, carryforward of unused tax
losses and carryforward of unused tax credit for which deferred tax assets are not recognized as of March 31, 2016 and 2017 are as follows:



|                                  |  |                |         |  |      |   |         | 
|--------------------------------- |  | -------------- | ------- |  | ---- | - | ------- | 
|                                  |  | Yen (millions) |        
|                                  |  | 2016           |         |  | 2017 |  
|Deductible temporary differences  |  | ¥              | 279,347 |  |      | ¥ | 298,933 | 
|Carryforward of unused tax losses |  |                | 206,472 |  |      |   | 226,977 | 
|Carryforward of unused tax credit |  |                | 17,833  |  |      |   | 20,211  | 



The components by expiry of
the carryforward of unused tax losses for which deferred tax assets are not recognized as of March 31, 2016 and 2017 are as follows:



|                       |  |                |         |  |      |   |         | 
|---------------------- |  | -------------- | ------- |  | ---- | - | ------- | 
|                       |  | Yen (millions) |        
|                       |  | 2016           |         |  | 2017 |  
|Within 1 year          |  | ¥              | 1,083   |  |      | ¥ | 25      | 
|Between 1 and 5 years  |  |                | 56,603  |  |      |   | 83,751  | 
|Between 5 and 20 years |  |                | 46,979  |  |      |   | 73,431  | 
|Indefinite periods     |  |                | 101,807 |  |      |   | 69,770  | 
|                       |  |                |         |  |      |   |         | 
|Total                  |  | ¥              | 206,472 |  |      | ¥ | 226,977 | 
|                       |  |                |         |  |      |   |         | 



F-58



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



The components by expiry of the carryforward of unused tax credit for which deferred tax
assets are not recognized as of March 31, 2016 and 2017 are as follows:



|                       |  |                |        |  |      |   |        | 
|---------------------- |  | -------------- | ------ |  | ---- | - | ------ | 
|                       |  | Yen (millions) |       
|                       |  | 2016           |        |  | 2017 |  
|Within 1 year          |  | ¥              |       |  |      | ¥ |       | 
|Between 1 and 5 years  |  |                | 2,217  |  |      |   | 2,304  | 
|Between 5 and 20 years |  |                | 15,616 |  |      |   | 17,907 | 
|Indefinite periods     |  |                |       |  |      |   |       | 
|                       |  |                |        |  |      |   |        | 
|Total                  |  | ¥              | 17,833 |  |      | ¥ | 20,211 | 
|                       |  |                |        |  |      |   |        | 



The aggregate amounts of
temporary differences relating to investments in subsidiaries and interests in joint ventures for which deferred tax liabilities are not recognized as of March 31, 2016 and 2017 are ¥4,142,632 million and ¥4,417,892 million,
respectively.



(24) Earnings Per Share



Earnings per share attributable to owners of the parent for
the years ended March 31, 2015, 2016 and 2017 are calculated based on the following information. There were no dilutive potential common shares outstanding for the years ended March 31, 2015, 2016 and 2017.



|                                                                           |  |      |               |  |      |   |               |      |  |   |               | 
|-------------------------------------------------------------------------- |  | ---- | ------------- |  | ---- | - | ------------- | ---- |  | - | ------------- | 
|                                                                           |  | 2015 |               |  | 2016 |   |               | 2017 | 
|Profit for the year attributable to owners of the parent (millions of yen) |  | ¥    | 509,435       |  |      | ¥ | 344,531       |      |  | ¥ | 616,569       | 
|Weighted average number of common shares outstanding, basic (shares)       |  |      | 1,802,289,321 |  |      |   | 1,802,285,138 |      |  |   | 1,802,282,093 | 
|Basic earnings per share attributable to owners of the parent (yen)        |  | ¥    | 282.66        |  |      | ¥ | 191.16        |      |  | ¥ | 342.10        | 



(25) Financial Risk Management



(a) Risk Management



Honda has manufacturing operations throughout the world and
sells products and components to various countries. In the course of these activities, Honda holds trade receivables arising from business activities, receivables from financial services, trade payables and financing liabilities, and is thus exposed
to market risk, credit risk and liquidity risk associated with the holding of such financial instruments.



These risks are evaluated by Honda through periodic monitoring.



(b) Market Risk



Honda is exposed to the risk that the fair value or future
cash flows of a financial instrument fluctuates because of changes in foreign currency exchange rates and interest rates.



Honda uses derivatives that consist mainly of foreign currency forward exchange contracts, foreign currency option contracts, currency
swap agreements and interest rate swap agreements to reduce primarily the risk that future cash flows of a financial instrument fluctuates because of changes in foreign currency exchange rates and interest rates.



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



Derivatives are used within the scope of actual demand, in accordance with risk
management policies. In addition, Honda does not hold any derivatives for trading purpose.



1) Foreign currency exchange rate risk



Honda has manufacturing operations throughout the world and exports products and components to various countries. Honda purchases materials and components and sells its products and components in foreign
currencies. Therefore, currency fluctuations may affect Hondas profit and the value of the financial instruments it holds.



Foreign currency forward exchange contracts and foreign currency option contracts are used to hedge currency risk of transactions
denominated in foreign currencies (principally U.S. dollars).



(Foreign currency exchange rate risk sensitivity analysis)



Sensitivity analysis of Hondas foreign currency exchange rate risk associated with holding financial instruments as of
March 31, 2016 and 2017 is as follows.



The
following scenario demonstrates the impact of a 1% appreciation of the Japanese yen against the U.S. dollar on profit before income taxes, holding all variables other than the foreign currency exchange rate constant.



|                                     |  |                |      |   |      |   |      |  
|------------------------------------ |  | -------------- | ---- | - | ---- | - | ---- | -
|                                     |  | Yen (millions) |     
|                                     |  | 2016           |      |   | 2017 |  
|Impact on profit before income taxes |  | ¥              | (736 | ) |      | ¥ | (915 | )



2) Interest rate risk



Honda is exposed to market risk for changes
in interest rates related primarily to its debt obligations and receivables from financial services. In addition to short-term financing such as commercial paper, Honda has long-term debt with both fixed and floating rates. Hondas receivables
from financial services primarily use fixed rates. Interest rate swap agreements are mainly used to manage interest rate risk exposure of receivables from financial services and to match finance costs with finance income. Currency swap agreements
used among different currencies, also serve to hedge foreign currency exchange risk as well as interest rate risk.



(Interest rate risk sensitivity analysis)



Sensitivity analysis of Hondas interest rate risk associated with holding financial instruments as of March 31, 2016 and 2017
is as follows.



The following scenario
demonstrates the impact of a 100 basis point rise in interest rates on profit before income taxes, holding all variables other than interest rates constant.



|                                     |  |                |        |   |      |   |         |  
|------------------------------------ |  | -------------- | ------ | - | ---- | - | ------- | -
|                                     |  | Yen (millions) |       
|                                     |  | 2016           |        |   | 2017 |  
|Impact on profit before income taxes |  | ¥              | (4,879 | ) |      | ¥ | (16,611 | )



3) Equity price risk



Honda is exposed to equity price risk as a
result of its holdings of marketable equity securities. Marketable equity securities are held for purposes other than trading, and are mainly classified into financial assets measured at fair value through other comprehensive income.



F-60



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(c) Credit Risk



Honda is exposed to the risk that one party to a financial instrument causes a financial loss for the other
party by failing to discharge an obligation. Honda reduces the risk of financial assets other than derivatives in accordance with credit administration rules. Honda reduces the risk of derivatives by limiting the counterparties to major
international banks and financial institutions that meet the internally established credit guidelines.



The credit risk is mainly in receivables from financial services. Credit risk of the portfolio of consumer finance receivables can be
affected by general economic conditions. Adverse changes such as a rise in unemployment rates can increase the likelihood of defaults. Declines in used vehicle prices can reduce the amount of recoveries on repossessed collaterals. The finance
subsidiaries of the Company manage exposures to credit risk in consumer finance receivables by monitoring and adjusting underwriting standards, which affect the level of credit risk that Honda assumes, pricing contracts for expected losses, and
focusing collection efforts to minimize losses.



Credit risk on dealer finance receivables is affected primarily by the financial strength of the dealers within the portfolio, the value
of collateral securing the financings, and economic and market factors that could affect the creditworthiness of dealers. The finance subsidiaries of the Company manage exposures to credit risk in dealer finance receivables by performing
comprehensive reviews of dealers prior to establishing financing arrangements and continuously monitoring the payment performance and creditworthiness of these dealers.



At the finance subsidiaries of the Company in North America,
consumer finance receivables are charged off when they become 120 days past due or earlier if they have been specifically identified as uncollectible. Dealer finance receivables are charged off when they have been individually identified as
uncollectible. At the finance subsidiaries of the Company in other areas except for North America, finance receivables are charged off when they have been identified as substantially uncollectible according to the internal standards of each
subsidiary.



1) Aging analysis of receivables
from financial services



At the finance
subsidiaries of the Company in North America, consumer finance receivables are considered delinquent if more than 10% of a monthly scheduled payment is contractually past due on a cumulative basis. Dealer finance receivables are considered
delinquent when any principal payments are past due. At the finance subsidiaries of the Company in other areas except for North America, finance receivables are considered delinquent when any principal payments are past due.



The analysis of the age of receivables from financial
services that are past due as of March 31, 2016 and 2017 is as follows:



|                              |  |                            |         |  |                    |   |        |                    |  |   |                             |  |  |       |       |  |  |   |         | 
|----------------------------- |  | -------------------------- | ------- |  | ------------------ | - | ------ | ------------------ |  | - | --------------------------- |  |  | ----- | ----- |  |  | - | ------- | 
|                              |  | Yen (millions)             |        
|As of March 31, 2016          |  | Less than 30 
dayspast due |         |  | 30-59 dayspast due |   |        | 60-89 dayspast due |  |   | 90 days 
andgreaterpast due |  |  | Total |      
|Consumer finance receivables: |  |                            |         |  |                    |   |        |                    |  |   |                             |  |  |       |       |  |  |   |         | 
|Retail                        |  | ¥                          | 187,568 |  |                    | ¥ | 30,246 |                    |  | ¥ | 5,269                       |  |  | ¥     | 4,428 |  |  | ¥ | 227,511 | 
|Finance lease                 |  |                            | 2,657   |  |                    |   | 713    |                    |  |   | 148                         |  |  |       | 144   |  |  |   | 3,662   | 
|Dealer finance receivables:   |  |                            |         |  |                    |   |        |                    |  |   |                             |  |  |       |       |  |  |   |         | 
|Wholesale                     |  |                            | 16,437  |  |                    |   | 170    |                    |  |   | 42                          |  |  |       | 475   |  |  |   | 17,124  | 
|                              |  |                            |         |  |                    |   |        |                    |  |   |                             |  |  |       |       |  |  |   |         | 
|Total                         |  | ¥                          | 206,662 |  |                    | ¥ | 31,129 |                    |  | ¥ | 5,459                       |  |  | ¥     | 5,047 |  |  | ¥ | 248,297 | 
|                              |  |                            |         |  |                    |   |        |                    |  |   |                             |  |  |       |       |  |  |   |         | 



F-61



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



|                              |  |                            |         |  |                    |   |        |                    |  |   |                             |  |  |       |       |  |  |   |         | 
|----------------------------- |  | -------------------------- | ------- |  | ------------------ | - | ------ | ------------------ |  | - | --------------------------- |  |  | ----- | ----- |  |  | - | ------- | 
|                              |  | Yen (millions)             |        
|As of March 31, 2017          |  | Less than 30 
dayspast due |         |  | 30-59 dayspast due |   |        | 60-89 dayspast due |  |   | 90 days 
andgreaterpast due |  |  | Total |      
|Consumer finance receivables: |  |                            |         |  |                    |   |        |                    |  |   |                             |  |  |       |       |  |  |   |         | 
|Retail                        |  | ¥                          | 162,876 |  |                    | ¥ | 26,934 |                    |  | ¥ | 4,677                       |  |  | ¥     | 4,455 |  |  | ¥ | 198,942 | 
|Finance lease                 |  |                            | 1,776   |  |                    |   | 395    |                    |  |   | 112                         |  |  |       | 142   |  |  |   | 2,425   | 
|Dealer finance receivables:   |  |                            |         |  |                    |   |        |                    |  |   |                             |  |  |       |       |  |  |   |         | 
|Wholesale                     |  |                            | 13,420  |  |                    |   | 200    |                    |  |   | 49                          |  |  |       | 166   |  |  |   | 13,835  | 
|                              |  |                            |         |  |                    |   |        |                    |  |   |                             |  |  |       |       |  |  |   |         | 
|Total                         |  | ¥                          | 178,072 |  |                    | ¥ | 27,529 |                    |  | ¥ | 4,838                       |  |  | ¥     | 4,763 |  |  | ¥ | 215,202 | 
|                              |  |                            |         |  |                    |   |        |                    |  |   |                             |  |  |       |       |  |  |   |         | 



2) Credit quality
indicators



The collection experience of
consumer finance receivables provides an indication of the credit quality of consumer finance receivables. The likelihood of accounts being charged off becomes significantly higher once an account becomes 60 days delinquent. Accordingly, the finance
subsidiaries of the Company classify their portfolios of consumer finance receivables into groups the finance subsidiaries of the Company consider to be performing and nonperforming. Accounts that are delinquent for 60 days or greater are included
in the nonperforming group and all other accounts are considered to be performing.



A credit quality indicator for dealer finance receivables is the internal risk ratings for the dealerships. Dealerships are assigned an internal risk rating based primarily on their financial condition.
At a minimum, risk ratings for dealerships are updated annually and more frequently for dealerships with weaker risk ratings.



3) Maximum exposure to credit risk



The maximum exposure to credit risk at the end of each reporting period, with the exception of the guarantees stated in note 28 is the
carrying amount of Hondas financial assets.



(d) Liquidity Risk



Honda raises funds by commercial paper, bank loans, medium-term notes, corporate bonds and securitization of finance receivables. Honda is
exposed to the liquidity risk that Honda would not be able to repay liabilities on the due date due to the deterioration of the financing environment.



Exposure to liquidity risk is managed by maintaining sufficient capital resources, a sufficient level of liquidity and a sound balance
sheet. Honda meets its working capital targets primarily through cash generated by business operations and bank loans. Honda funds financial programs for customers and dealers primarily from commercial paper, bank loans, medium-term notes, corporate
bonds and securitization of finance receivables.



The unused portions of the credit facility of Hondas commercial paper and medium-term note programs as of March 31, 2016 and
2017 are as follows:



|                  |  |                |           |  |      |   |           | 
|----------------- |  | -------------- | --------- |  | ---- | - | --------- | 
|                  |  | Yen (millions) |          
|                  |  | 2016           |           |  | 2017 |  
|Commercial paper  |  | ¥              | 801,487   |  |      | ¥ | 767,516   | 
|Medium-term notes |  |                | 1,692,548 |  |      |   | 2,979,309 | 
|                  |  |                |           |  |      |   |           | 
|Total             |  | ¥              | 2,494,035 |  |      | ¥ | 3,746,825 | 
|                  |  |                |           |  |      |   |           | 



F-62



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



Honda is authorized to obtain financing at prevailing interest rates under these
programs.



Honda is aware of the possibility that
various factors, such as recession-induced market contraction and financial and foreign exchange market volatility may adversely affect liquidity. For this reason, Honda has sufficient committed lines of credit that serve as alternative liquidity
for the commercial paper issued regularly to replace debt.



The unused portions of the committed lines of credit extended by financial institutions to Honda as of March 31, 2016 and 2017 are as follows:



|                          |  |                |           |  |      |   |           | 
|------------------------- |  | -------------- | --------- |  | ---- | - | --------- | 
|                          |  | Yen (millions) |          
|                          |  | 2016           |           |  | 2017 |  
|Commercial paper programs |  | ¥              | 1,100,840 |  |      | ¥ | 1,090,406 | 
|Other                     |  |                | 61,703    |  |      |   | 58,924    | 
|                          |  |                |           |  |      |   |           | 
|Total                     |  | ¥              | 1,162,543 |  |      | ¥ | 1,149,330 | 
|                          |  |                |           |  |      |   |           | 



Borrowings under those
committed lines of credit generally are available at the prime interest rate.



Maturity analysis of financial liabilities



1) Non-derivative financial liabilities



Non-derivative financial liabilities by maturity as of March 31, 2016 and 2017 are as
follows:



|                            |  |                 |           |  |               |   |           |                       |  |   |                    |  |  |                              |         |  |  |   |           | 
|--------------------------- |  | --------------- | --------- |  | ------------- | - | --------- | --------------------- |  | - | ------------------ |  |  | ---------------------------- | ------- |  |  | - | --------- | 
|                            |  | Yen (millions)  |          
|As of March 31, 2016        |  | Carrying amount |           |  | Within 1 year |   |           | Between 1 and 5 years |  |   | Later than 5 years |  |  | Total contractualcash 
flows |        
|Trade payables              |  | ¥               | 1,128,041 |  |               | ¥ | 1,128,041 |                       |  | ¥ |                   |  |  | ¥                            |        |  |  | ¥ | 1,128,041 | 
|Financing liabilities       |  |                 | 6,526,248 |  |               |   | 2,873,706 |                       |  |   | 3,620,478          |  |  |                              | 261,980 |  |  |   | 6,756,164 | 
|Accrued expenses            |  |                 | 384,614   |  |               |   | 384,614   |                       |  |   |                   |  |  |                              |        |  |  |   | 384,614   | 
|Other financial liabilities |  |                 | 105,226   |  |               |   | 57,828    |                       |  |   | 35,619             |  |  |                              | 12,317  |  |  |   | 105,764   | 
|                            |  |                 |           |  |               |   |           |                       |  |   |                    |  |  |                              |         |  |  |   |           | 
|Total                       |  | ¥               | 8,144,129 |  |               | ¥ | 4,444,189 |                       |  | ¥ | 3,656,097          |  |  | ¥                            | 274,297 |  |  | ¥ | 8,374,583 | 
|                            |  |                 |           |  |               |   |           |                       |  |   |                    |  |  |                              |         |  |  |   |           | 



|                            |  |                 |           |  |               |   |           |                       |  |   |                    |  |  |                              |         |  |  |   |           | 
|--------------------------- |  | --------------- | --------- |  | ------------- | - | --------- | --------------------- |  | - | ------------------ |  |  | ---------------------------- | ------- |  |  | - | --------- | 
|                            |  | Yen (millions)  |          
|As of March 31, 2017        |  | Carrying amount |           |  | Within 1 year |   |           | Between 1 and 5 years |  |   | Later than 5 years |  |  | Total contractualcash 
flows |        
|Trade payables              |  | ¥               | 1,183,344 |  |               | ¥ | 1,183,344 |                       |  | ¥ |                   |  |  | ¥                            |        |  |  | ¥ | 1,183,344 | 
|Financing liabilities       |  |                 | 6,809,118 |  |               |   | 2,883,047 |                       |  |   | 3,763,441          |  |  |                              | 443,776 |  |  |   | 7,090,264 | 
|Accrued expenses            |  |                 | 417,736   |  |               |   | 417,736   |                       |  |   |                   |  |  |                              |        |  |  |   | 417,736   | 
|Other financial liabilities |  |                 | 111,949   |  |               |   | 67,329    |                       |  |   | 33,196             |  |  |                              | 11,887  |  |  |   | 112,412   | 
|                            |  |                 |           |  |               |   |           |                       |  |   |                    |  |  |                              |         |  |  |   |           | 
|Total                       |  | ¥               | 8,522,147 |  |               | ¥ | 4,551,456 |                       |  | ¥ | 3,796,637          |  |  | ¥                            | 455,663 |  |  | ¥ | 8,803,756 | 
|                            |  |                 |           |  |               |   |           |                       |  |   |                    |  |  |                              |         |  |  |   |           | 



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



2) Derivative financial liabilities



Derivative financial liabilities by maturity as of
March 31, 2016 and 2017 are as follows:



|                                 |  |                |        |  |                       |   |        |                    |  |   |                              |  |  |   |        | 
|-------------------------------- |  | -------------- | ------ |  | --------------------- | - | ------ | ------------------ |  | - | ---------------------------- |  |  | - | ------ | 
|                                 |  | Yen (millions) |       
|As of March 31, 2016             |  | Within 1 year  |        |  | Between 1 and 5 years |   |        | Later than 5 years |  |   | Total contractualcash 
flows | 
|Derivative financial liabilities |  | ¥              | 16,664 |  |                       | ¥ | 21,895 |                    |  | ¥ | 2,252                        |  |  | ¥ | 40,811 | 
|                                 | 
|                                 |  | Yen (millions) |       
|As of March 31, 2017             |  | Within 1 year  |        |  | Between 1 and 5 years |   |        | Later than 5 years |  |   | Total contractualcash 
flows | 
|Derivative financial liabilities |  | ¥              | 11,576 |  |                       | ¥ | 59,810 |                    |  | ¥ | 19,063                       |  |  | ¥ | 90,449 | 



(26) Fair Value



(a) Definition of Fair Value Hierarchy



Honda uses a three-level hierarchy when measuring fair
value. The following is a description of the three hierarchy levels:



| | Level 1 | Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company 
has the ability to access as of the measurement date
| | ------- | -------------------------------------------------------------------------------------------------------------------------------------------------------



| | Level 2 | Inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly
| | ------- | ----------------------------------------------------------------------------------------------------------------------------------------



| | Level 3 | Unobservable inputs for the assets or liabilities
| | ------- | -------------------------------------------------



The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest input that is
significant to the fair value measurement in its entirety. Honda recognizes the transfers between the levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.



(b) Method of Fair Value Measurement



The fair values of assets and liabilities are determined
based on relevant market information and through the use of an appropriate valuation method.



The measurement methods and assumptions used in the measurement of assets and liabilities are as follows:



(Cash and cash equivalents, trade receivables and trade payables)



The fair values approximate their carrying amounts due to their short-term maturities.



(Receivables from financial services)



The fair value of receivables from financial services is
measured primarily by discounting future cash flows using the current interest rates applicable for these receivables of similar remaining maturities. Fair value measurement for receivables from financial services is classified as Level 3.



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(Debt securities)



Debt securities consist mainly of mutual funds, corporate bonds, local bonds and auction rate securities.



The fair value of mutual funds with an active
market is measured by using quoted market prices. Fair value measurement for mutual funds with an active market is classified as Level 1.



The fair values of corporate bonds and local bonds are measured based on proprietary pricing models provided by specialists and/or market
makers and the models obtain a wide array of market observable inputs such as credit ratings and discount rates. Fair value measurements for corporate bonds and local bonds are classified as Level 2.



The subsidiarys auction rate securities are A to AAA
rated and are insured by qualified guarantee agencies, and reinsured by the Secretary of Education and the United States government, and guaranteed at approximately 95% by the United States government. To measure fair value of auction rate
securities, Honda uses a third-party-developed valuation model which obtains a wide array of market observable inputs, as well as unobservable inputs including
probability of passing or failing auction at each auction. Fair value measurement for auction rate securities is classified as Level 3.



(Equity securities)



The fair value of equity securities with an active market is measured by using quoted market prices. Fair value measurement for equity
securities with an active market is classified as Level 1.



The fair value of equity securities with no active market is measured mainly by using the comparable company valuation method and other appropriate valuation methods. Fair value measurement for equity
securities with no active market is classified as Level 3.



Price book-value ratio (PBR) of a comparable company are used as a significant unobservable input in the fair value measurement of equity securities classified as Level 3. The fair value increases
(decreases) as PBR of a comparable company rise (decline). Such fair value measurements are conducted in accordance with the group accounting policy approved by the appropriate person of authority and based upon valuation methods determined by a
valuator such as personnel in accounting divisions of Honda.



(Derivatives)



Derivatives consist mainly of foreign currency forward exchange contracts, foreign currency option contracts, currency swap agreements and interest rate swap agreements.



The fair values of foreign currency forward exchange
contracts and foreign currency option contracts are measured by using market observable inputs such as spot exchange rates, discount rates and implied volatility. The fair values of currency swap agreements and interest rate swap agreements are
measured by discounting future cash flows using market observable inputs such as LIBOR rates, swap rates, and foreign exchange rates. Fair value measurements for these derivatives are classified as Level 2.



The credit risk of the counterparties is considered in the
valuation of derivatives.



(Financing
liabilities)



The fair value of financing
liabilities is measured by discounting future cash flows using interest rates currently available for liabilities of similar terms and remaining maturities. Fair value measurement of financing liabilities is mainly classified as Level 2.



F-65



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(c) Assets and Liabilities Measured at Fair Value on a recurring basis



Assets and liabilities measured at fair
value on a recurring basis as of March 31, 2016 and 2017 consist of the following:



|                                                                            |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|--------------------------------------------------------------------------- |  | -------------- | ------- |  | ------- | - | ------ | ------- |  | - | ------ |  |  | - | ------- | 
|                                                                            |  | Yen (millions) |        
|As of March 31, 2016                                                        |  | Level 1        |         |  | Level 2 |   |        | Level 3 |  |   | Total  | 
|Other financial assets:                                                     |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Financial assets measured at fair value through profit or loss:             |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Derivatives                                                                 |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Foreign exchange instruments                                                |  | ¥              |        |  |         | ¥ | 19,390 |         |  | ¥ |       |  |  | ¥ | 19,390  | 
|Interest rate instruments                                                   |  |                |        |  |         |   | 30,632 |         |  |   |       |  |  |   | 30,632  | 
|                                                                            |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Total                                                                       |  |                |        |  |         |   | 50,022 |         |  |   |       |  |  |   | 50,022  | 
|                                                                            |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Debt securities                                                             |  |                | 17,790  |  |         |   | 33,684 |         |  |   | 5,521  |  |  |   | 56,995  | 
|Financial assets measured at fair value through other comprehensive income: |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Equity securities                                                           |  |                | 142,943 |  |         |   |       |         |  |   | 10,370 |  |  |   | 153,313 | 
|                                                                            |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Total                                                                       |  | ¥              | 160,733 |  |         | ¥ | 83,706 |         |  | ¥ | 15,891 |  |  | ¥ | 260,330 | 
|                                                                            |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Other financial liabilities:                                                |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Financial liabilities measured at fair value through profit or loss:        |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Derivatives                                                                 |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Foreign exchange instruments                                                |  | ¥              |        |  |         | ¥ | 19,102 |         |  | ¥ |       |  |  | ¥ | 19,102  | 
|Interest rate instruments                                                   |  |                |        |  |         |   | 13,236 |         |  |   |       |  |  |   | 13,236  | 
|                                                                            |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Total                                                                       |  |                |        |  |         |   | 32,338 |         |  |   |       |  |  |   | 32,338  | 
|                                                                            |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Total                                                                       |  | ¥              |        |  |         | ¥ | 32,338 |         |  | ¥ |       |  |  | ¥ | 32,338  | 
|                                                                            |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 



There were no transfers
between Level 1 and Level 2 for the year ended March 31, 2016.



F-66



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



|                                                                            |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|--------------------------------------------------------------------------- |  | -------------- | ------- |  | ------- | - | ------ | ------- |  | - | ------ |  |  | - | ------- | 
|                                                                            |  | Yen (millions) |        
|As of March 31, 2017                                                        |  | Level 1        |         |  | Level 2 |   |        | Level 3 |  |   | Total  | 
|Other financial assets:                                                     |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Financial assets measured at fair value through profit or loss:             |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Derivatives                                                                 |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Foreign exchange instruments                                                |  | ¥              |        |  |         | ¥ | 8,850  |         |  | ¥ |       |  |  | ¥ | 8,850   | 
|Interest rate instruments                                                   |  |                |        |  |         |   | 26,663 |         |  |   |       |  |  |   | 26,663  | 
|                                                                            |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Total                                                                       |  |                |        |  |         |   | 35,513 |         |  |   |       |  |  |   | 35,513  | 
|                                                                            |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Debt securities                                                             |  |                | 24,096  |  |         |   | 38,988 |         |  |   | 5,610  |  |  |   | 68,694  | 
|Financial assets measured at fair value through other comprehensive income: |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Equity securities                                                           |  |                | 177,339 |  |         |   |       |         |  |   | 11,318 |  |  |   | 188,657 | 
|                                                                            |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Total                                                                       |  | ¥              | 201,435 |  |         | ¥ | 74,501 |         |  | ¥ | 16,928 |  |  | ¥ | 292,864 | 
|                                                                            |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Other financial liabilities:                                                |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Financial liabilities measured at fair value through profit or loss:        |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Derivatives                                                                 |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Foreign exchange instruments                                                |  | ¥              |        |  |         | ¥ | 33,483 |         |  | ¥ |       |  |  | ¥ | 33,483  | 
|Interest rate instruments                                                   |  |                |        |  |         |   | 21,593 |         |  |   |       |  |  |   | 21,593  | 
|                                                                            |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Total                                                                       |  |                |        |  |         |   | 55,076 |         |  |   |       |  |  |   | 55,076  | 
|                                                                            |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 
|Total                                                                       |  | ¥              |        |  |         | ¥ | 55,076 |         |  | ¥ |       |  |  | ¥ | 55,076  | 
|                                                                            |  |                |         |  |         |   |        |         |  |   |        |  |  |   |         | 



There were no transfers
between Level 1 and Level 2 for the year ended March 31, 2017.



The changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the years ended March 31, 2016 and 2017 are as follows:



|                                                                                       |  |                 |        |   |                   |   |        |  
|-------------------------------------------------------------------------------------- |  | --------------- | ------ | - | ----------------- | - | ------ | -
|                                                                                       |  | Yen (millions)  |       
|For the year ended March 31, 2016                                                      |  | Debt securities |        |   | Equity securities |  
|Balance as of April 1, 2015                                                            |  | ¥               | 8,172  |   |                   | ¥ | 14,242 |  
|                                                                                       |  |                 |        |   |                   |   |        |  
|Total gains or losses:                                                                 |  |                 |        |   |                   |   |        |  
|Profit or loss                                                                         |  |                 | (120   | ) |                   |   |       |  
|Other comprehensive income                                                             |  |                 |       |   |                   |   | (1,957 | )
|Purchases                                                                              |  |                 |       |   |                   |   |       |  
|Sales                                                                                  |  |                 | (2,163 | ) |                   |   | (1,530 | )
|Exchange differences on translating foreign operations                                 |  |                 | (368   | ) |                   |   | (385   | )
|                                                                                       |  |                 |        |   |                   |   |        |  
|Balance as of March 31, 2016                                                           |  | ¥               | 5,521  |   |                   | ¥ | 10,370 |  
|                                                                                       |  |                 |        |   |                   |   |        |  
|                                                                                       |  |                
|Unrealized gains or losses included in profit or loss on assets held at March 31, 2016 |  | ¥               | (120   | ) |                   | ¥ |       |  



F-67



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



|                                                                                       |  |                 |       |   |                   |   |        |  
|-------------------------------------------------------------------------------------- |  | --------------- | ----- | - | ----------------- | - | ------ | -
|                                                                                       |  | Yen (millions)  |      
|For the year ended March 31, 2017                                                      |  | Debt securities |       |   | Equity securities |  
|Balance as of April 1, 2016                                                            |  | ¥               | 5,521 |   |                   | ¥ | 10,370 |  
|                                                                                       |  |                 |       |   |                   |   |        |  
|Total gains or losses:                                                                 |  |                 |       |   |                   |   |        |  
|Profit or loss                                                                         |  |                 | 108   |   |                   |   |       |  
|Other comprehensive income                                                             |  |                 |      |   |                   |   | 187    |  
|Purchases                                                                              |  |                 |      |   |                   |   | 1,120  |  
|Sales                                                                                  |  |                 |      |   |                   |   | (168   | )
|Exchange differences on translating foreign operations                                 |  |                 | (19   | ) |                   |   | (191   | )
|                                                                                       |  |                 |       |   |                   |   |        |  
|Balance as of March 31, 2017                                                           |  | ¥               | 5,610 |   |                   | ¥ | 11,318 |  
|                                                                                       |  |                 |       |   |                   |   |        |  
|Unrealized gains or losses included in profit or loss on assets held at March 31, 2017 |  | ¥               | 108   |   |                   | ¥ |       |  



Explanatory notes:



|1. | Gains or losses included in profit or loss for the years ended March 31, 2016 and 2017 are included in other, net in finance income and finance costs in the
consolidated statements of income.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | Gains or losses included in other comprehensive income for the years ended March 31, 2016 and 2017 are included in net changes in revaluation of financial assets
measured at fair value through other comprehensive income in the consolidated statements of comprehensive income.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(d) Financial Assets and Financial Liabilities measured at amortized cost



The carrying amounts and fair values of financial assets and financial liabilities measured at amortized cost
as of March 31, 2016 and 2017 are as follows:



|                                    |  |                |           |  |            |   |           |                |  |   |            |  |  |   |           | 
|----------------------------------- |  | -------------- | --------- |  | ---------- | - | --------- | -------------- |  | - | ---------- |  |  | - | --------- | 
|                                    |  | Yen (millions) |          
|                                    |  | 2016           |           |  | 2017       |  
|                                    |  | Carryingamount |           |  | Fair value |   |           | Carryingamount |  |   | Fair value | 
|Receivables from financial services |  | ¥              | 5,008,068 |  |            | ¥ | 5,007,065 |                |  | ¥ | 4,949,553  |  |  | ¥ | 4,952,670 | 
|Debt securities                     |  |                | 40,670    |  |            |   | 40,670    |                |  |   | 68,263     |  |  |   | 68,264    | 
|Financing liabilities               |  |                | 6,526,248 |  |            |   | 6,579,620 |                |  |   | 6,809,118  |  |  |   | 6,841,558 | 



The table does not include
financial assets and financial liabilities measured at amortized cost whose fair values approximate their carrying amounts.



(e) Assets and Liabilities Measured at Fair Value on a non-recurring basis



For the year ended March 31, 2016, the Company measured
certain investments accounted for using the equity method at fair value on a nonrecurring basis due to the recognition of impairment losses (note 10). As of March 31, 2016, the carrying amounts of investments accounted for using the equity
method measured at fair value on a nonrecurring basis are ¥62,706 million and are measured by using quoted market prices. Fair value measurements for the investments are classified as Level 1. Honda does not have significant assets and
liabilities measured at fair value on a nonrecurring basis as of March 31, 2017.



F-68



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(27) Offsetting of Financial Assets and Financial Liabilities



The offsetting information regarding financial assets and
financial liabilities as of March 31, 2016 and 2017 is as follows:



|                            |  |                                                                      |        |  |                                                                   |   |   |                                                                          |  |   |                                                                                                                                |  |  |             |         |   |  |   |        | 
|--------------------------- |  | -------------------------------------------------------------------- | ------ |  | ----------------------------------------------------------------- | - | - | ------------------------------------------------------------------------ |  | - | ------------------------------------------------------------------------------------------------------------------------------ |  |  | ----------- | ------- | - |  | - | ------ | 
|                            |  | Yen (millions)                                                       |       
|As of March 31, 2016        |  | Gross amounts 
ofrecognized financialassets and financialliabilities |        |  | Amounts offsetin 
the consolidatedstatements offinancial position |   |   | Net amounts presentedin 
the consolidatedstatements offinancial position |  |   | Amounts not offset due to notmeeting offsetting criteriadespite being subject to amaster netting agreement orsimilar agreement |  |  | Net Amounts |        
|Other financial assets      |  |                                                                      |        |  |                                                                   |   |   |                                                                          |  |   |                                                                                                                                |  |  |             |         |   |  |   |        | 
|Derivatives                 |  | ¥                                                                    | 50,022 |  |                                                                   | ¥ |  |                                                                          |  | ¥ | 50,022                                                                                                                         |  |  | ¥           | (14,423 | ) |  | ¥ | 35,599 | 
|Other financial liabilities |  |                                                                      |        |  |                                                                   |   |   |                                                                          |  |   |                                                                                                                                |  |  |             |         |   |  |   |        | 
|Derivatives                 |  |                                                                      | 32,338 |  |                                                                   |   |  |                                                                          |  |   | 32,338                                                                                                                         |  |  |             | (14,423 | ) |  |   | 17,915 | 
|                            | 
|                            |  | Yen (millions)                                                       |       
|As of March 31, 2017        |  | Gross amounts 
ofrecognized financialassets and financialliabilities |        |  | Amounts offsetin 
the consolidatedstatements offinancial position |   |   | Net amounts presentedin 
the consolidatedstatements offinancial position |  |   | Amounts not offset due to notmeeting offsetting criteriadespite being subject to amaster netting agreement orsimilar agreement |  |  | Net Amounts |        
|Other financial assets      |  |                                                                      |        |  |                                                                   |   |   |                                                                          |  |   |                                                                                                                                |  |  |             |         |   |  |   |        | 
|Derivatives                 |  | ¥                                                                    | 35,513 |  |                                                                   | ¥ |  |                                                                          |  | ¥ | 35,513                                                                                                                         |  |  | ¥           | (20,082 | ) |  | ¥ | 15,431 | 
|Other financial liabilities |  |                                                                      |        |  |                                                                   |   |   |                                                                          |  |   |                                                                                                                                |  |  |             |         |   |  |   |        | 
|Derivatives                 |  |                                                                      | 55,076 |  |                                                                   |   |  |                                                                          |  |   | 55,076                                                                                                                         |  |  |             | (20,082 | ) |  |   | 34,994 | 



Generally, the set-off rights on financial instruments that do not meet the offsetting criteria for offsetting financial assets and financial liabilities become enforceable only under special circumstances, such as when the
counterparty can no longer fulfill its obligations due to bankruptcy and other reasons.



(28) Commitments and Contingent Liabilities



(a) Commitments



1) Purchase commitments



Commitments for purchases of property, plant and equipment and other commitments as of March 31, 2016 and 2017 are as follows:



|                                                                                 |  |                |        |  |      |   |        | 
|-------------------------------------------------------------------------------- |  | -------------- | ------ |  | ---- | - | ------ | 
|                                                                                 |  | Yen (millions) |       
|                                                                                 |  | 2016           |        |  | 2017 |  
|Commitments for purchases of property, plant and equipment and other commitments |  | ¥              | 98,584 |  |      | ¥ | 84,095 | 



2) Non-cancellable lease commitments



Honda is the lessee under several operating leases, primarily for office and other facilities, and certain office equipment.



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HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



Future minimum lease payments under
non-cancelable operating leases that have initial or remaining lease terms in excess of one year as of March 31, 2016 and 2017 are as follows:



|                      |  |                |        |  |      |   |        | 
|--------------------- |  | -------------- | ------ |  | ---- | - | ------ | 
|                      |  | Yen (millions) |       
|                      |  | 2016           |        |  | 2017 |  
|Within 1 year         |  | ¥              | 18,263 |  |      | ¥ | 16,722 | 
|Between 1 and 5 years |  |                | 31,715 |  |      |   | 32,289 | 
|Later than 5 years    |  |                | 24,485 |  |      |   | 19,662 | 
|                      |  |                |        |  |      |   |        | 
|Total                 |  | ¥              | 74,463 |  |      | ¥ | 68,673 | 
|                      |  |                |        |  |      |   |        | 



Lease payments under
operating leases recognized as expenses for the years ended March 31, 2015, 2016 and 2017 are as follows:



|                                                             |  |                |        |  |      |   |        |      |  |   |        | 
|------------------------------------------------------------ |  | -------------- | ------ |  | ---- | - | ------ | ---- |  | - | ------ | 
|                                                             |  | Yen (millions) |       
|                                                             |  | 2015           |        |  | 2016 |   |        | 2017 | 
|Lease payments under operating leases recognized as expenses |  | ¥              | 37,163 |  |      | ¥ | 32,934 |      |  | ¥ | 32,030 | 



(b) Guarantees



Honda has entered into various guarantee
agreements, which mainly consist of loan commitments to dealers and guarantees of bank loans of employees for their housing costs. The undiscounted maximum amount of payment for Hondas major guarantee obligations as of March 31, 2016 and
2017 is as follows:



|                            |  |                |         |  |      |   |         | 
|--------------------------- |  | -------------- | ------- |  | ---- | - | ------- | 
|                            |  | Yen (millions) |        
|                            |  | 2016           |         |  | 2017 |  
|Loan commitments            |  | ¥              | 125,621 |  |      | ¥ | 120,554 | 
|Guarantee of employee loans |  | ¥              | 19,125  |  |      | ¥ | 16,146  | 



1) Loan commitments



Honda maintains unused balances on committed
lines to dealers based on loan commitment contracts. Although committed lines have been extended, they will not necessarily be withdrawn, as certain contracts contain terms and conditions of withdrawal that require screening of the obligors
credit standing.



2) Guarantee of employee
loans



Honda guarantees the bank loans of
employees for their housing costs. If an employee defaults on his/her loan payments, Honda is required to perform under the guarantee. As of March 31, 2017, no amount has been accrued for any estimated losses under the obligations, as it is
probable that the employees will be able to make all scheduled payments.



(c) Claims and Lawsuits



Honda is subject to potential liability under various lawsuits and claims. Honda recognizes a provision for loss contingencies when it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Honda reviews these pending lawsuits and claims periodically and adjusts the amounts recognized for these contingent liabilities, if
necessary, by considering the nature of lawsuits and claims, the progress of the case and the opinions of legal counsel.



F-70



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



With respect to product liability, personal injury claims or lawsuits, Honda believes
that any judgment that may be recovered by any plaintiff for general and special damages and court costs will be adequately covered by Hondas insurance and provision. Punitive damages are claimed in certain of these lawsuits.



After consultation with legal counsel, and taking into
account all known factors pertaining to existing lawsuits and claims, Honda believes that the ultimate outcome of such lawsuits and pending claims should not result in liability to Honda that would be likely to have an adverse material effect on its
consolidated financial position or results of operations.



Loss related to airbag inflators



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



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



Honda did not recognize a provision for loss contingencies
because the conditions for a provision have not been met as of the date of this report. Therefore, it is not possible for Honda to reasonably estimate the amount and timing of potential future losses as of the date of this report because there are
some uncertainty, such as the period when these lawsuits will be concluded.



(29) Structured Entities



Honda considers whether its control over structured entities exists under IFRS 10 Consolidated Financial Statements. Honda consolidates structured entities over which it has control, by
comprehensively determining whether its control over the entity exists based on any contractual arrangements with such entity as well as the percentage of its voting or similar rights in the entity.



The finance subsidiaries of the Company periodically
securitize finance receivables for liquidity and funding purposes and transfer finance receivables to a trust which is newly established to issue asset-backed securities. The finance subsidiaries of the Company are deemed to have the power to direct
the activities of these trusts that most significantly impact the trusts economic performance, as they retain servicing rights in all securitizations, and manage delinquencies and defaults of the underlying receivables. Furthermore, the
finance subsidiaries of the Company are deemed to have the obligation to absorb losses of these trusts that could potentially be significant to these trusts, as they would absorb the majority of the expected losses of these trusts by retaining
certain subordinated interests of these trusts. Therefore, the Company is deemed to have substantial control over these trusts and has consolidated them, as structured entities over which it has control.



The creditors of these trusts do not have recourse to the
finance subsidiaries general credit with the exception of representations and warranties customary in the industry provided by the finance subsidiaries to these trusts.



There were no significant unconsolidated structured entities
as of March 31, 2016 and 2017.



F-71



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(30) Related Parties



(a) Related Party Transactions



Honda mainly purchases materials, supplies and services from
affiliates and joint ventures, and sells finished goods, parts used in its products, equipment and services to them in the ordinary course of business. Transactions with affiliates and joint ventures are generally made at values that approximate arms-length prices.



The balances of receivables and payables with affiliates and joint ventures as of March 31, 2016 and 2017 are as follows:



|               |  |                |         |  |      |   |         | 
|-------------- |  | -------------- | ------- |  | ---- | - | ------- | 
|               |  | Yen (millions) |        
|               |  | 2016           |         |  | 2017 |  
|Receivables:   |  |                |         |  |      |   |         | 
|Affiliates     |  | ¥              | 26,178  |  |      | ¥ | 21,877  | 
|Joint ventures |  |                | 220,429 |  |      |   | 230,004 | 
|               |  |                |         |  |      |   |         | 
|Total          |  | ¥              | 246,607 |  |      | ¥ | 251,881 | 
|               |  |                |         |  |      |   |         | 
|Payables:      |  |                |         |  |      |   |         | 
|Affiliates     |  | ¥              | 129,788 |  |      | ¥ | 151,878 | 
|Joint ventures |  |                | 28,801  |  |      |   | 53,601  | 
|               |  |                |         |  |      |   |         | 
|Total          |  | ¥              | 158,589 |  |      | ¥ | 205,479 | 
|               |  |                |         |  |      |   |         | 



The amount of the
transactions with affiliates and joint ventures for the years ended March 31, 2015, 2016 and 2017 are as follows:



|               |  |                |           |  |      |   |           |      |  |   |           | 
|-------------- |  | -------------- | --------- |  | ---- | - | --------- | ---- |  | - | --------- | 
|               |  | Yen (millions) |          
|               |  | 2015           |           |  | 2016 |   |           | 2017 | 
|Sales revenue: |  |                |           |  |      |   |           |      |  |   |           | 
|Affiliates     |  | ¥              | 142,029   |  |      | ¥ | 140,274   |      |  | ¥ | 115,188   | 
|Joint ventures |  |                | 474,313   |  |      |   | 557,867   |      |  |   | 598,177   | 
|               |  |                |           |  |      |   |           |      |  |   |           | 
|Total          |  | ¥              | 616,342   |  |      | ¥ | 698,141   |      |  | ¥ | 713,365   | 
|               |  |                |           |  |      |   |           |      |  |   |           | 
|Purchase:      |  |                |           |  |      |   |           |      |  |   |           | 
|Affiliates     |  | ¥              | 1,155,908 |  |      | ¥ | 1,349,971 |      |  | ¥ | 1,376,581 | 
|Joint ventures |  |                | 133,774   |  |      |   | 122,529   |      |  |   | 145,161   | 
|               |  |                |           |  |      |   |           |      |  |   |           | 
|Total          |  | ¥              | 1,289,682 |  |      | ¥ | 1,472,500 |      |  | ¥ | 1,521,742 | 
|               |  |                |           |  |      |   |           |      |  |   |           | 



(b) Compensation to Key
Management



Compensation paid to the
directors of the Company for the years ended March 31, 2015, 2016 and 2017 are as follows:



|             |  |                |     |  |      |   |     |      |  |   |     | 
|------------ |  | -------------- | --- |  | ---- | - | --- | ---- |  | - | --- | 
|             |  | Yen (millions) |    
|             |  | 2015           |     |  | 2016 |   |     | 2017 | 
|Remuneration |  | ¥              | 653 |  |      | ¥ | 724 |      |  | ¥ | 677 | 
|Bonus        |  |                | 252 |  |      |   | 251 |      |  |   | 275 | 
|             |  |                |     |  |      |   |     |      |  |   |     | 
|Total        |  | ¥              | 905 |  |      | ¥ | 975 |      |  | ¥ | 952 | 
|             |  |                |     |  |      |   |     |      |  |   |     | 



F-72



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(c) Major Consolidated Subsidiaries



Major consolidated subsidiaries as of March 31, 2017
are as follows:



|                                                |  |                         |  |                                                                               |  |                                      
|----------------------------------------------- |  | ----------------------- |  | ----------------------------------------------------------------------------- |  | -------------------------------------
|Company                                         |  | Country ofIncorporation |  | Function                                                                      |  | PercentageOwnershipandVoting Interest
|Honda R&D Co., Ltd.                             |  | Japan                   |  | Research & Development                                                        |  | 100.0                                
|Honda Engineering Co., Ltd.                     |  | Japan                   |  | Manufacturing and Sales of machine tools, equipment and production techniques |  | 100.0                                
|Honda Finance Co., Ltd.                         |  | Japan                   |  | Finance                                                                       |  | 100.0                                
|American Honda Motor Co., Inc.                  |  | U.S.A.                  |  | Sales                                                                         |  | 100.0                                
|Honda Aero., Inc.                               |  | U.S.A.                  |  | Manufacturing                                                                 |  | 100.0                                
|Honda North America, Inc.                       |  | U.S.A.                  |  | Coordination of Subsidiaries Operation                                        |  | 100.0                                
|Honda of America Mfg., Inc.                     |  | U.S.A.                  |  | Manufacturing                                                                 |  | 100.0                                
|American Honda Finance Corporation              |  | U.S.A.                  |  | Finance                                                                       |  | 100.0                                
|Honda Aircraft Company, LLC                     |  | U.S.A.                  |  | Research & Development, Manufacturing and Sales                               |  | 100.0                                
|Honda Manufacturing of Alabama, LLC             |  | U.S.A.                  |  | Manufacturing                                                                 |  | 100.0                                
|Honda Manufacturing of Indiana, LLC             |  | U.S.A.                  |  | Manufacturing                                                                 |  | 100.0                                
|Honda Transmission Mfg. of America, Inc.        |  | U.S.A.                  |  | Manufacturing                                                                 |  | 100.0                                
|Honda R&D Americas, Inc.                        |  | U.S.A.                  |  | Research & Development                                                        |  | 100.0                                
|Honda Canada Inc.                               |  | Canada                  |  | Manufacturing and Sales                                                       |  | 100.0                                
|Honda Canada Finance Inc.                       |  | Canada                  |  | Finance                                                                       |  | 100.0                                
|Honda de Mexico, S.A. de C.V.                   |  | Mexico                  |  | Manufacturing and Sales                                                       |  | 100.0                                
|Honda Motor Europe Limited                      |  | U.K.                    |  | Coordination of Subsidiaries Operation and Sales                              |  | 100.0                                
|Honda of the U.K. Manufacturing Ltd.            |  | U.K.                    |  | Manufacturing                                                                 |  | 100.0                                
|Honda Finance Europe plc                        |  | U.K.                    |  | Finance                                                                       |  | 100.0                                
|Honda Bank GmbH                                 |  | Germany                 |  | Finance                                                                       |  | 100.0                                
|Honda Turkiye A.S                               |  | Turkey                  |  | Manufacturing and Sales                                                       |  | 100.0                                
|Honda Motor (China) Investment Co., Ltd.        |  | China                   |  | Coordination of Subsidiaries Operation and Sales                              |  | 100.0                                
|Honda Auto Parts Manufacturing Co., Ltd.        |  | China                   |  | Manufacturing                                                                 |  | 100.0                                
|Honda Automobile (China) Co., Ltd.              |  | China                   |  | Manufacturing                                                                 |  | 65.0                                 
|Honda Motorcycle & Scooter India (Private) Ltd. |  | India                   |  | Manufacturing and Sales                                                       |  | 100.0                                
|Honda Cars India Limited                        |  | India                   |  | Manufacturing and Sales                                                       |  | 100.0                                
|P.T. Honda Precision Parts Manufacturing        |  | Indonesia               |  | Manufacturing                                                                 |  | 100.0                                
|P.T. Honda Prospect Motor                       |  | Indonesia               |  | Manufacturing and Sales                                                       |  | 51.0                                 
|Honda Malaysia Sdn Bhd                          |  | Malaysia                |  | Manufacturing and Sales                                                       |  | 51.0                                 
|Honda Taiwan Co., Ltd.                          |  | Taiwan                  |  | Sales                                                                         |  | 100.0                                
|Asian Honda Motor Co., Ltd.                     |  | Thailand                |  | Coordination of Subsidiaries Operation and Sales                              |  | 100.0                                
|Honda Leasing (Thailand) Co., Ltd.              |  | Thailand                |  | Finance                                                                       |  | 100.0                                
|Honda Automobile (Thailand) Co., Ltd.           |  | Thailand                |  | Manufacturing and Sales                                                       |  | 89.0                                 
|Thai Honda Manufacturing Co., Ltd.              |  | Thailand                |  | Manufacturing                                                                 |  | 83.0                                 
|A.P. Honda Co., Ltd.                            |  | Thailand                |  | Sales                                                                         |  | 61.0                                 
|Honda Vietnam Co., Ltd.                         |  | Vietnam                 |  | Manufacturing and Sales                                                       |  | 70.0                                 
|Honda Motor de Argentina S.A.                   |  | Argentina               |  | Manufacturing and Sales                                                       |  | 100.0                                
|Honda South America Ltda.                       |  | Brazil                  |  | Coordination of Subsidiaries Operation                                        |  | 100.0                                
|Banco Honda S.A.                                |  | Brazil                  |  | Finance                                                                       |  | 100.0                                
|Honda Automoveis do Brasil Ltda.                |  | Brazil                  |  | Manufacturing and Sales                                                       |  | 100.0                                
|Moto Honda da Amazonia Ltda.                    |  | Brazil                  |  | Manufacturing and Sales                                                       |  | 100.0                                



F-73



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##### Table of Contents

HONDA MOTOR CO., LTD. AND SUBSIDIARIES



Notes to Consolidated Financial
Statements(Continued)



(31) Approval of Release of Consolidated Financial Statements



The release of the consolidated financial statements was
approved by Takahiro Hachigo, President and Representative Director, Chief Executive Officer and Kohei Takeuchi, Senior Managing Director and Chief Financial Officer on June 22, 2017.



F-74



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##### Table of Contents

Signatures



Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for the filing of Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned,
thereunto duly authorized.



HONDA GIKEN KOGYO
KABUSHIKI KAISHA (HONDA MOTOR CO., LTD.)By:

/s/    Takahiro
HachigoTakahiro Hachigo President and Representative Director Chief Executive
OfficerDate:    June 22, 2017Tokyo, Japan




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##### Table of Contents

INDEX OF EXHIBITS



| |      |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---- |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.1  |  |  | Articles of Incorporation of the registrant (English translation)                                                                                                                                                                                                                                                                                                                                                                                                    
| |     
| | 1.2  |  |  | Share Handling Regulations of the registrant (English translation)                                                                                                                                                                                                                                                                                                                                                                                                   
| |     
| | 1.3  |  |  | Regulations of the Board of Directors of the registrant (English translation)                                                                                                                                                                                                                                                                                                                                                                                        
| |     
| | 1.4  |  |  | Regulations of the Audit and Supervisory Committee of the registrant (English translation)                                                                                                                                                                                                                                                                                                                                                                           
| |     
| | 2.1  |  |  | Specimen common stock certificates of the registrant (English translation) (1)                                                                                                                                                                                                                                                                                                                                                                                       
| |     
| | 2.2  |  |  | Deposit Agreement dated as of December 19, 1962, as amended and restated as of October 1, 1982 (including changes from Amendment to Deposit Agreement dated as of
April 1, 1989) among the registrant, Morgan Guaranty Trust Company of New York (now JPMorgan Chase Bank, N.A.), as Depositary, and all owners and holders from time to time of American Depositary Receipts and European Depositary Receipts,
including the form of American Depositary Receipt (2)
| |     
| | 2.3  |  |  | Form of Amendment No. 2 to Deposit Agreement dated as of April, 1995, among the parties referred to in Exhibit 2.2 above (2)                                                                                                                                                                                                                                                                                                                                         
| |     
| | 2.4  |  |  | Form of Amendment No. 3 to Deposit Agreement dated as of January, 2002, among the parties referred to in Exhibit 2.2 above (3)                                                                                                                                                                                                                                                                                                                                       
| |     
| | 2.5  |  |  | Form of Amendment No. 4 to Deposit Agreement dated as of June, 2006, among the parties referred to in Exhibit 2.2 above (4)                                                                                                                                                                                                                                                                                                                                          
| |     
| | 2.6  |  |  | Form of Amendment No. 5 to Deposit Agreement dated as of June, 2007, among the parties referred to in Exhibit 2.2 above (5)                                                                                                                                                                                                                                                                                                                                          
| |     
| | 8.1  |  |  | List of Significant Subsidiaries (See Organizational Structure in Item 4.C of this Form 20-F)                                                                                                                                                                                                                                                                                                                                                                      
| |     
| | 11.1 |  |  | Code of Ethics (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     
| | 12.1 |  |  | Certification of the principal executive officer required by 17 C.F.R. 240. 13a-14(a)                                                                                                                                                                                                                                                                                                                                                                                
| |     
| | 12.2 |  |  | Certification of the principal financial officer required by 17 C.F.R. 240. 13a-14(a)                                                                                                                                                                                                                                                                                                                                                                                
| |     
| | 13.1 |  |  | Certification of the chief executive officer required by 18 U.S.C. Section 1350                                                                                                                                                                                                                                                                                                                                                                                      
| |     
| | 13.2 |  |  | Certification of the chief financial officer required by 18 U.S.C. Section 1350                                                                                                                                                                                                                                                                                                                                                                                      



|(1) | Incorporated by reference to the registrants Annual Report on Form 20-F filed on September 27, 2001.
|--- | -----------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to the Registration Statement on Form F-6 (File
No. 33-91842) filed on May 1, 1995.
|--- | -------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to the Registration Statement on Form F-6 (File
No. 333-14228) filed on December 20, 2001.
|--- | --------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to the Registration Statement on Form F-6 (File
No. 333-114874) filed on June 28, 2006.
|--- | -----------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to the Registration Statement on Form F-6 (File
No. 333-143589) filed on June 8, 2007.
|--- | ----------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to the registrants Annual Report on Form 20-F filed on July 9, 2004.
|--- | -----------------------------------------------------------------------------------------------



The Company has not included as
exhibits certain instruments with respect to its long-term debt, the amount of debt authorized under each of which does not exceed 10% of its total assets, and it agrees to furnish a copy of any such instrument to the Securities and Exchange
Commission upon request.