No.1-7628

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF FEBRUARY 2017

COMMISSION FILE NUMBER: 1-07628

HONDA GIKEN KOGYO KABUSHIKI KAISHA

(Name of registrant)

HONDA MOTOR CO., LTD.

(Translation of registrant’s name into English)

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

(Address of principal executive offices)

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

Form 20-F  ☒    Form 40-F  ☐

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

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

Contents

Exhibit 1:

Exhibit 2:

Exhibit 3:

Exhibit 4:

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HONDA GIKEN KOGYO KABUSHIKI KAISHA (HONDA MOTOR CO., LTD.)

/s/ Shinji Suzuki

Shinji Suzuki

General Manager

Finance Division

Honda Motor Co., Ltd.

Date: February 7, 2017

GM and Honda to Establish Industry-First Joint Fuel Cell System Manufacturing Operation in Michigan

Advanced fuel cell technology will be applied to each company’s future products

DETROIT, January 30, 2017 — General Motors Co. (NYSE: GM) and Honda (NYSE: HMC) today announced establishment of the auto industry’s first manufacturing joint venture to mass produce an advanced hydrogen fuel cell system that will be used in future products from each company.

Fuel Cell System Manufacturing, LLC will operate within GM’s existing battery pack manufacturing facility site in Brownstown, Michigan, south of Detroit. Mass production of fuel cell systems is expected to begin around 2020 and create nearly 100 new jobs. The companies are making equal investments totaling $85 million in the joint venture.

Honda and GM have been working together through a master collaboration agreement announced in July 2013. It established the co-development arrangement for a next-generation fuel cell system and hydrogen storage technologies. The companies integrated their development teams and shared hydrogen fuel cell intellectual property to create a more affordable commercial solution for fuel cell and hydrogen storage systems.

For details, please refer to the website of Honda Motor Co., Ltd.

http://world.honda.com/news/2017/c170131eng.html

February 3, 2017

HONDA MOTOR CO., LTD. REPORTS

CONSOLIDATED FINANCIAL RESULTS

FOR THE FISCAL THIRD QUARTER AND

THE FISCAL NINE-MONTH PERIOD ENDED DECEMBER 31, 2016

Tokyo, February 3, 2017 — Honda Motor Co., Ltd. today announced its consolidated financial results for the fiscal third quarter and the fiscal nine-month period ended December 31, 2016.

Third Quarter Results

Honda’s consolidated profit for the period attributable to owners of the parent for the fiscal third quarter ended December 31, 2016 totaled JPY 168.8 billion (USD 1,449 million), an increase of 35.9% from the same period last year. Earnings per share attributable to owners of the parent for the quarter amounted to JPY 93.67 (USD 0.80), an increase of JPY 24.76 (USD 0.21) from JPY 68.91 for the corresponding period last year. One Honda American Depository Share represents one common share.

Consolidated sales revenue for the quarter amounted to JPY 3,501.0 billion (USD 30,055 million), a decrease of 3.2% from the same period last year, due primarily to unfavorable foreign currency translation effects, despite increased revenue in automobile business, financial services business and motorcycle business operations.

Consolidated operating profit for the quarter amounted to JPY 207.6 billion (USD 1,783 million), an increase of 27.4% from the same period last year, due primarily to decreased SG&A expenses, including quality related expenses and continuing cost reduction efforts, despite unfavorable foreign currency effects.

Share of profit of investments accounted for using the equity method for the quarter amounted to JPY 49.1 billion (USD 422 million), an increase of 8.9% from the corresponding period last year.

Consolidated profit before income taxes for the quarter totaled JPY 260.9 billion (USD 2,240 million), an increase of 29.9% from the same period last year.

—1—

Business Segment

Motorcycle Business

For the three months ended December 31, 2015 and 2016

	Unit (Thousands)
	Honda Group Unit Sales								Consolidated Unit Sale
	Three months ended Dec. 31, 2015		Three months ended Dec. 31, 2016		Change		%		Three months ended Dec. 31, 2015		Three months ended Dec. 31, 2016		Change		%
Motorcycle business		4,407		4,523		116		2.6		2,654		2,675		21		0.8
Japan		41		49		8		19.5		41		49		8		19.5
North America		69		68		- 1		- 1.4		69		68		- 1		- 1.4
Europe		33		31		- 2		- 6.1		33		31		- 2		- 6.1
Asia		3,968		4,115		147		3.7		2,215		2,267		52		2.3
Other Regions		296		260		- 36		- 12.2		296		260		- 36		- 12.2
Note: 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. With respect to Honda’s sales for the fiscal third quarter by business segment, in motorcycle business operations, sales revenue from sales to external customers decreased 4.9%, to JPY 420.6 billion (USD 3,611 million) from the same period last year due mainly to unfavorable foreign currency translation effects, despite increased consolidated unit sales. Operating profit totaled JPY 41.8 billion (USD 359 million), a decrease of 15.4% from the same period last year, due primarily to unfavorable foreign currency effects, despite continuing cost reduction efforts. Automobile Business For the three months ended December 31, 2015 and 2016
	Unit (Thousands)
	Honda Group Unit Sales								Consolidated Unit Sales
	Three months ended Dec. 31, 2015		Three months ended Dec. 31, 2016		Change		%		Three months ended Dec. 31, 2015		Three months ended Dec. 31, 2016		Change		%
Automobile business		1,228		1,312		84		6.8		879		925		46		5.2
Japan		151		170		19		12.6		140		154		14		10.0
North America		466		510		44		9.4		466		510		44		9.4
Europe		43		43		0		0.0		43		43		0		0.0
Asia		503		527		24		4.8		165		156		- 9		- 5.5
Other Regions		65		62		- 3		- 4.6		65		62		- 3		- 4.6

Note: 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.

In automobile business operations, sales revenue from sales to external customers decreased 3.7%, to JPY 2,555.1 billion (USD 21,934 million) from the same period last year due mainly to unfavorable foreign currency translation effects, despite increased consolidated unit sales. Operating profit totaled JPY 129.8 billion (USD 1,115 million), an increase of 86.6% from the same period last year, due primarily to decreased SG&A expenses, including quality related expenses, and continuing cost reduction efforts, despite unfavorable foreign currency effects.

—2—

Financial Services Business

Sales revenue from customers in the financial services business operations increased 1.8%, to JPY 452.5 billion (USD 3,884 million) from the same period last year due mainly to an increase in revenue from operating leases and sales of returned lease vehicles, despite unfavorable foreign currency translation effects. Operating profit decreased 17.7% to JPY 42.3 billion (USD 364 million) from the same period last year due mainly to increased SG&A expenses and unfavorable foreign currency effects.

Power Product and Other Businesses

For the three months ended December 31, 2015 and 2016

	Unit (Thousands)
	Honda Group Unit Sales/ Consolidated Unit Sales
	Three months ended Dec. 31, 2015		Three months ended Dec. 31, 2016		Change		%
Power product business		1,177		1,175		- 2		- 0.2
Japan		62		54		- 8		- 12.9
North America		469		521		52		11.1
Europe		190		190		0		0.0
Asia		344		311		- 33		- 9.6
Other Regions		112		99		- 13		- 11.6

Note: 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 subsidiaries. In power product business, there is no discrepancy between Honda Group Unit Sales and Consolidated Unit Sales for the three months ended December 31, 2015 and 2016, since no affiliates and joint ventures accounted for using the equity method were involved in the sale of Honda power products.

Sales revenue from sales to external customers in power product and other businesses decreased 6.6%, to JPY 72.8 billion (USD 625 million) from the same period last year, due mainly to unfavorable foreign currency translation effects. Honda reported an operating loss of JPY 6.3 billion (USD 55 million), an improvement of JPY 1.1 billion (USD 10 million) from the same period last year, due mainly to decreased expenses related to other businesses. Operating loss for aircraft and aircraft engines, included in Power product and other businesses, totaled JPY 12.3 billion (USD 106 million), an improvement of JPY 4.8 billion (USD 42 million) from the same period last year.

Explanatory note:

United States dollar amounts have been translated from yen solely for the convenience of the reader at the rate of JPY 116.49=USD 1, the mean of the telegraphic transfer selling exchange rate and the telegraphic transfer buying exchange rate prevailing on the Tokyo foreign exchange market on December 31, 2016.

—3—

Nine Months Results

Honda’s consolidated profit for the period attributable to owners of the parent for the fiscal nine months ended December 31, 2016 totaled JPY 520.6 billion, an increase of 18.9% from the same period last year. Earnings per share attributable to owners of the parent for the fiscal nine months amounted to JPY 288.86, an increase of JPY 45.85 from JPY 243.01 for the same period last year.

Consolidated sales revenue for the fiscal nine months amounted to JPY 10,235.7 billion, a decrease of 6.5% from the same period last year, due primarily to unfavorable foreign currency translation effects, despite increased revenue in automobile business, financial services business, and motorcycle business operations.

Consolidated operating profit for the fiscal nine months amounted to JPY 702.6 billion, an increase of 23.9% from the same period last year, due primarily to continuing cost reduction efforts, decreased SG&A expenses, including quality related expenses, increased sales revenue and model mix, and the impact of pension accounting treatment, despite the effects of the 2016 Kumamoto Earthquake and unfavorable foreign currency effects.

Share of profit of investments accounted for using the equity method for the fiscal nine months amounted to JPY 116.2 billion, a decrease of 1.2% from the corresponding period last year.

Consolidated profit before income taxes for the fiscal nine months totaled JPY 819.9 billion, an increase of 18.1% from the same period last year.

—4—

Business Segment

Motorcycle Business

For the nine months ended December 31, 2015 and 2016

	Unit (Thousands)
	Honda Group Unit Sales								Consolidated Unit Sales
	Nine months ended Dec.  31, 2015		Nine months ended Dec. 31, 2016		Change		%		Nine months ended Dec. 31, 2015		Nine months ended Dec. 31, 2016		Change		%
Motorcycle business		12,882		13,413		531		4.1		7,939		8,548		609		7.7
Japan		138		111		- 27		- 19.6		138		111		- 27		- 19.6
North America		219		217		- 2		- 0.9		219		217		- 2		- 0.9
Europe		147		151		4		2.7		147		151		4		2.7
Asia		11,390		12,125		735		6.5		6,447		7,260		813		12.6
Other Regions		988		809		- 179		- 18.1		988		809		- 179		- 18.1

Note: 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.

With respect to Honda’s sales for the fiscal nine months by business segment, in motorcycle business operations, sales revenue from sales to external customers decreased 7.7%, to JPY 1,262.4 billion from the same period last year, due mainly to unfavorable foreign currency translation effects, despite increased consolidated unit sales. Operating profit totaled JPY 132.5 billion, a decrease of 14.0% from the same period last year, due primarily to a decrease in profit attributable to decreased sales volume and model mix, including the effect of the 2016 Kumamoto Earthquake and unfavorable foreign currency effects, despite continuing cost reduction effects and the impact of pension accounting treatment.

Automobile Business

For the nine months ended December 31, 2015 and 2016

	Unit (Thousands)
	Honda Group Unit Sales								Consolidated Unit Sales
	Nine months ended Dec. 31, 2015		Nine months ended Dec. 31, 2016		Change		%		Nine months ended Dec. 31, 2015		Nine months ended Dec. 31, 2016		Change		%
Automobile business		3,514		3,743		229		6.5		2,656		2,723		67		2.5
Japan		466		472		6		1.3		430		429		- 1		- 0.2
North America		1,436		1,499		63		4.4		1,436		1,499		63		4.4
Europe		117		133		16		13.7		117		133		16		13.7
Asia		1,303		1,462		159		12.2		481		485		4		0.8
Other Regions		192		177		- 15		- 7.8		192		177		- 15		- 7.8

Note: 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.

In automobile business operations, sales revenue from sales to external customers decreased 7.0%, to JPY 7,395.7 billion from the same period last year due mainly to unfavorable foreign currency translation effects, despite increased consolidated unit sales. Operating profit totaled JPY 446.1 billion, an increase of 66.4% from the same period last year, due primarily to decreased SG&A expenses, including quality related expenses, continuing cost reduction efforts, an increase in sales volume and model mix, and the impact of pension accounting treatment, despite unfavorable foreign currency effects.

—5—

Financial Services Business

Sales revenue from customers in the financial services business operations decreased 1.4%, to JPY 1,360.3 billion from the same period last year due mainly to unfavorable foreign currency translation effects, despite an increase in revenue from operating leases and sales of returned lease vehicles. Operating profit decreased 16.1% to JPY 130.7 billion from the same period last year due mainly to increased SG&A expenses and unfavorable foreign currency effects.

Power Product and Other Businesses

For the nine months ended December 31, 2015 and 2016

	Unit (Thousands)
	Honda Group Unit Sales/ Consolidated Unit Sales
	Nine  months ended Dec. 31, 2015		Nine  months ended Dec. 31, 2016		Change		%
Power product business		4,010		3,903		- 107		- 2.7
Japan		262		200		- 62		- 23.7
North America		1,805		1,812		7		0.4
Europe		595		580		- 15		- 2.5
Asia		1,030		1,047		17		1.7
Other Regions		318		264		- 54		- 17.0

Note: 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 subsidiaries. In power product business, there is no discrepancy between Honda Group Unit Sales and Consolidated Unit Sales for the nine months ended December 31, 2015 and 2016, since no affiliates and joint ventures accounted for using the equity method were involved in the sale of Honda power products.

Sales revenue from sales to external customers in power product and other businesses decreased by 11.3% to JPY 217.2 billion from the same period last year, due mainly to decreased consolidated unit sales in Power Product business operations. Honda reported an operating loss of JPY 6.8 billion, an improvement of JPY 3.9 billion from the same period last year, due mainly to decreased expenses related to other businesses and the impact of pension accounting treatment. Operating loss for aircraft and aircraft engines, included in Power product and other businesses, totaled JPY 31.7 billion, an improvement of JPY 9.9 billion from the same period last year.

—6—

Consolidated Statements of Financial Position for the Fiscal Nine Months Ended December 31, 2016

Total assets increased by JPY 642.5 billion, to JPY 18,871.8 billion from March 31, 2016, mainly due to an increase in Equipment of operating leases and foreign currency translation effects. Total liabilities increased by JPY 92.8 billion, to JPY 11,290.3 billion from March 31, 2016, mainly due to an increase in Financing liability and foreign currency translation effects, despite a decrease in Retirement benefit liabilities. Total equity increased by JPY 549.6 billion, to JPY 7,581.4 billion from March 31, 2016 due mainly to increased Retained earnings attributable to increased Profit for the period and foreign currency translation effects.

—7—

Consolidated Statements of Cash Flows for the Fiscal Nine Months Ended December 31, 2016

Consolidated cash and cash equivalents on December 31, 2016 increased by JPY 42.5 billion from March 31, 2016, to JPY 1,800.0 billion. The reasons for the increases or decreases for each cash flow activity, when compared with the same period of the previous fiscal year, are as follows:

Cash flows from operating activities

Net cash provided by operating activities amounted to JPY 458.2 billion for the fiscal nine months ended December 31, 2016. Cash inflows from operating activities decreased by JPY 500.3 billion compared with the same period of the previous fiscal year due mainly to a decrease in cash received from customers, including unfavorable foreign currency translation effects, despite decreased payments for parts and raw materials.

Cash flows from investing activities

Net cash used in investing activities amounted to JPY 531.9 billion. Cash outflows from investing activities decreased by JPY 150.8 billion compared with the same period of the previous fiscal year, due mainly to a decrease in Payments for additions to property, plant and equipment.

Cash flows from financing activities

Net cash provided by financing activities amounted to JPY 89.1 billion. Cash inflows from financing activities increased by JPY 137.9 billion compared with the same period of the previous fiscal year, due mainly to a decrease in repayments of financing liabilities.

—8—

Forecasts for the Fiscal Year Ending March 31, 2017

In regard to the forecasts of the financial results for the fiscal year ending March 31, 2017, Honda projects consolidated results to be as shown below:

Fiscal year ending March 31, 2017

	Yen (billions)		Changes from FY 2016
Sales revenue		13,800.0		- 5.5	%
Operating profit		785.0		+ 55.9	%
Profit before income taxes		925.0		+ 45.6	%
Profit for the year attributable to owners of the parent		545.0		+ 58.2	%
	Yen
Earnings per share attributable to owners of the parent
Basic and diluted		302.39

Note: The forecasts are based on the assumption that the average exchange rates for the Japanese yen to the U.S. dollar will be JPY 107 for the full year ending March 31, 2017.

The reasons for the increases or decreases in the forecasts of the operating profit, and profit before income taxes for the fiscal year ending March 31, 2017 from the previous year are as follows.

	Yen (billions)
Revenue, model mix, etc.		+ 4.6
Cost reduction, the effect of raw material cost fluctuations, etc.		+ 193.0
SG&A expenses		+ 364.0
R&D expenses		- 65.0
Currency effect		- 299.0
The impact of pension accounting treatment		+ 84.0
Operating profit compared with fiscal year ended March 31, 2016		+ 281.6
Share of profit of investments accounted for using the equity method		+ 23.9
Finance income and finance costs		- 16.0
Profit before income taxes compared with fiscal year ended March 31, 2016		+ 289.5

—9—

Dividend per Share of Common Stock

The Board of Directors of Honda Motor Co., Ltd., at its meeting held on February 3, 2017, resolved to make the quarterly dividend JPY 24 per share of common stock, the record date of which is December 31, 2016. The total expected annual dividend per share of common stock for the fiscal year ending March 31, 2017, is JPY 92 per share.

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

—10—

Consolidated Financial Summary

For the three months and nine months ended December 31, 2015 and 2016

Financial Highlights

	Yen (millions)
	Three months ended Dec. 31, 2015		Three months ended Dec. 31, 2016		Nine months ended Dec. 31, 2015		Nine months ended Dec. 31, 2016
Sales revenue		3,617,223		3,501,068		10,943,262		10,235,766
Operating profit		163,079		207,685		567,207		702,609
Profit before income taxes		200,890		260,935		694,156		819,993
Profit for the period attributable to owners of the parent		124,187		168,815		437,975		520,610
	Yen
Earnings per share attributable to owners of the parent
Basic and diluted		68.91		93.67		243.01		288.86
	U.S. Dollar (millions)
			Three months ended Dec. 31, 2016				Nine months ended Dec. 31, 2016
Sales revenue				30,055				87,868
Operating profit				1,783				6,031
Profit before income taxes				2,240				7,039
Profit for the period attributable to owners of the parent				1,449				4,469
	U.S. Dollar
Earnings per share attributable to owners of the parent				0.80				2.48
Basic and diluted

—11—

[1] Condensed Consolidated Statements of Financial Position

	Yen (millions)
	Mar. 31, 2016			Dec. 31, 2016
Assets
Current assets:
Cash and cash equivalents		1,757,456			1,800,011
Trade receivables		826,714			714,973
Receivables from financial services		1,926,014			1,922,220
Other financial assets		103,035			202,798
Inventories		1,313,292			1,386,055
Other current assets		315,115			309,554
Total current assets		6,241,626			6,335,611
Non-current assets:
Investments accounted for using the equity method		593,002			564,571
Receivables from financial services		3,082,054			3,167,587
Other financial assets		335,203			357,891
Equipment on operating leases		3,678,111			4,160,460
Property, plant and equipment		3,139,564			3,205,523
Intangible assets		824,939			797,314
Deferred tax assets		180,828			124,802
Other non-current assets		153,967			158,058
Total non-current assets		11,987,668			12,536,206
Total assets		18,229,294			18,871,817
Liabilities and Equity
Current liabilities:
Trade payables		1,128,041			996,623
Financing liabilities		2,789,620			3,032,889
Accrued expenses		384,614			346,448
Other financial liabilities		89,809			111,378
Income taxes payable		45,872			35,994
Provisions		513,232			404,507
Other current liabilities		519,163			479,926
Total current liabilities		5,470,351			5,407,765
Non-current liabilities:
Financing liabilities		3,736,628			3,892,909
Other financial liabilities		47,755			45,595
Retirement benefit liabilities		660,279			567,758
Provisions		264,978			229,343
Deferred tax liabilities		789,830			901,959
Other non-current liabilities		227,685			245,054
Total non-current liabilities		5,727,155			5,882,618
Total liabilities		11,197,506			11,290,383
Equity:
Common stock		86,067			86,067
Capital surplus		171,118			171,118
Treasury stock		(26,178	)		(26,185	)
Retained earnings		6,194,311			6,612,800
Other components of equity		336,115			459,935
Equity attributable to owners of the parent		6,761,433			7,303,735
Non-controlling interests		270,355			277,699
Total equity		7,031,788			7,581,434
Total liabilities and equity		18,229,294			18,871,817

—12—

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

Condensed Consolidated Statements of Income

For the three months ended December 31, 2015 and 2016

	Yen (millions)
	Three months ended Dec. 31, 2015			Three months ended Dec. 31, 2016
Sales revenue		3,617,223			3,501,068
Operating costs and expenses:
Cost of sales		(2,789,606	)		(2,736,728	)
Selling, general and administrative		(497,167	)		(380,356	)
Research and development		(167,371	)		(176,299	)
Total operating costs and expenses		(3,454,144	)		(3,293,383	)
Operating profit		163,079			207,685
Share of profit of investments accounted for using the equity method		45,097			49,129
Finance income and finance costs:
Interest income		7,218			8,331
Interest expense		(4,406	)		(2,593	)
Other, net		(10,098	)		(1,617	)
Total finance income and finance costs		(7,286	)		4,121
Profit before income taxes		200,890			260,935
Income tax expense		(61,769	)		(74,457	)
Profit for the period		139,121			186,478
Profit for the period attributable to:
Owners of the parent		124,187			168,815
Non-controlling interests		14,934			17,663
	Yen
Earnings per share attributable to owners of the parent
Basic and diluted		68.91			93.67

—13—

Condensed Consolidated Statements of Comprehensive Income

For the three months ended December 31, 2015 and 2016

	Yen (millions)
	Three months ended Dec. 31, 2015			Three months ended Dec. 31, 2016
Profit for the period		139,121			186,478
Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans		—			—
Net changes in revaluation of financial assets measured at fair value through other comprehensive income		10,325			17,135
Share of other comprehensive income of investments accounted for using the equity method		1,874			2,442
Items that may be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations		13,508			588,833
Share of other comprehensive income of investments accounted for using the equity method		(10,048	)		25,597
Total other comprehensive income, net of tax		15,659			634,007
Comprehensive income for the period		154,780			820,485
Comprehensive income for the period attributable to:
Owners of the parent		137,541			778,852
Non-controlling interests		17,239			41,633

—14—

Condensed Consolidated Statements of Income

For the nine months ended December 31, 2015 and 2016

	Yen (millions)
	Nine months ended Dec.  31, 2015			Nine months ended Dec.  31, 2016
Sales revenue		10,943,262			10,235,766
Operating costs and expenses:
Cost of sales		(8,503,957	)		(7,937,259	)
Selling, general and administrative		(1,410,722	)		(1,126,640	)
Research and development		(461,376	)		(469,258	)
Total operating costs and expenses		(10,376,055	)		(9,533,157	)
Operating profit		567,207			702,609
Share of profit of investments accounted for using the equity method		117,611			116,212
Finance income and finance costs:
Interest income		21,312			23,139
Interest expense		(13,538	)		(8,784	)
Other, net		1,564			(13,183	)
Total finance income and finance costs		9,338			1,172
Profit before income taxes		694,156			819,993
Income tax expense		(208,818	)		(251,911	)
Profit for the period		485,338			568,082
Profit for the period attributable to:
Owners of the parent		437,975			520,610
Non-controlling interests		47,363			47,472
	Yen
Earnings per share attributable to owners of the parent
Basic and diluted		243.01			288.86

—15—

Condensed Consolidated Statements of Comprehensive Income

For the nine months ended December 31, 2015 and 2016

	Yen (millions)
	Nine months ended Dec.  31, 2015			Nine months ended Dec.  31, 2016
Profit for the period		485,338			568,082
Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans		—			11,561
Net changes in revaluation of financial assets measured at fair value through other comprehensive income		(2,303	)		18,042
Share of other comprehensive income of investments accounted for using the equity method		(319	)		1,643
Items that may be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations		(185,534	)		135,535
Share of other comprehensive income of investments accounted for using the equity method		(18,452	)		(32,088	)
Total other comprehensive income, net of tax		(206,608	)		134,693
Comprehensive income for the period		278,730			702,775
Comprehensive income for the period attributable to:
Owners of the parent		247,632			661,259
Non-controlling interests		31,098			41,516

—16—

[3] Condensed Consolidated Statements of Changes in Equity

As of and for the nine months ended December 31, 2015

	Yen (millions)
	Equity attributable to owners of the parent
	Common stock		Capital surplus		Treasury stock			Retained earnings			Other components of equity			Total			Non- controlling interests			Total equity
Balance as of April 1, 2015		86,067		171,118		(26,165	)		6,083,573			794,034			7,108,627			274,194			7,382,821
Comprehensive income for the period
Profit for the period									437,975						437,975			47,363			485,338
Other comprehensive income, net of tax												(190,343	)		(190,343	)		(16,265	)		(206,608	)
Total comprehensive income for the period									437,975			(190,343	)		247,632			31,098			278,730
Reclassification to retained earnings									(253	)		253			—						—
Transactions with owners and other
Dividends paid									(118,950	)					(118,950	)		(35,251	)		(154,201	)
Purchases of treasury stock						(11	)								(11	)					(11	)
Equity transactions and others																		(2,815	)		(2,815	)
Total transactions with owners and other						(11	)		(118,950	)					(118,961	)		(38,066	)		(157,027	)
Balance as of December 31, 2015		86,067		171,118		(26,176	)		6,402,345			603,944			7,237,298			267,226			7,504,524
As of and for the nine months ended December 31, 2016
	Yen (millions)
	Equity attributable to owners of the parent
	Common stock		Capital surplus		Treasury stock			Retained earnings			Other components of equity			Total			Non- controlling interests			Total equity
Balance as of April 1, 2016		86,067		171,118		(26,178	)		6,194,311			336,115			6,761,433			270,355			7,031,788
Comprehensive income for the period
Profit for the period									520,610						520,610			47,472			568,082
Other comprehensive income, net of tax												140,649			140,649			(5,956	)		134,693
Total comprehensive income for the period									520,610			140,649			661,259			41,516			702,775
Reclassification to retained earnings									16,829			(16,829	)		—						—
Transactions with owners and other
Dividends paid									(118,950	)					(118,950	)		(34,172	)		(153,122	)
Purchases of treasury stock						(7	)								(7	)					(7	)
Equity transactions and others
Total transactions with owners and other						(7	)		(118,950	)					(118,957	)		(34,172	)		(153,129	)
Balance as of December 31, 2016		86,067		171,118		(26,185	)		6,612,800			459,935			7,303,735			277,699			7,581,434

—17—

[4] Consolidated Statements of Cash Flows

	Yen (millions)
	Nine months ended Dec. 31, 2015			Nine months ended Dec. 31, 2016
Cash flows from operating activities:
Profit before income taxes		694,156			819,993
Depreciation, amortization and impairment losses excluding equipment on operating leases		493,836			491,994
Share of profit of investments accounted for using the equity method		(117,611	)		(116,212	)
Finance income and finance costs, net		(10,947	)		(47,547	)
Interest income and interest costs from financial services, net		(120,419	)		(89,139	)
Changes in assets and liabilities
Trade receivables		60,095			108,895
Inventories		51,020			(57,852	)
Trade payables		(51,047	)		(136,278	)
Accrued expenses		(34,993	)		(34,530	)
Provisions and retirement benefit liabilities		105,749			(224,411	)
Receivables from financial services		328,043			45,959
Equipment on operating leases		(424,387	)		(358,848	)
Other assets and liabilities		(61,480	)		2,583
Other, net		1,368			(5,353	)
Dividends received		61,433			66,158
Interest received		178,208			161,616
Interest paid		(71,223	)		(69,291	)
Income taxes paid, net of refunds		(123,146	)		(99,461	)
Net cash provided by operating activities		958,655			458,276
Cash flows from investing activities:
Payments for additions to property, plant and equipment		(485,311	)		(384,071	)
Payments for additions to and internally developed intangible assets		(177,354	)		(115,128	)
Proceeds from sales of property, plant and equipment and intangible assets		19,984			15,585
Payments for acquisitions of subsidiaries, net of cash and cash equivalents acquired		—			(2,835	)
Proceeds from sales of investments accounted for using the equity method		—			6,466
Payments for acquisitions of other financial assets		(129,871	)		(169,010	)
Proceeds from sales and redemptions of other financial assets		91,664			117,439
Other, net		(1,977	)		(435	)
Net cash used in investing activities		(682,865	)		(531,989	)
Cash flows from financing activities:
Proceeds from short-term financing liabilities		6,180,654			6,270,259
Repayments of short-term financing liabilities		(6,454,410	)		(6,001,894	)
Proceeds from long-term financing liabilities		1,413,771			1,247,002
Repayments of long-term financing liabilities		(1,001,637	)		(1,240,192	)
Dividends paid to owners of the parent		(118,950	)		(118,950	)
Dividends paid to non-controlling interests		(33,044	)		(32,597	)
Purchases and sales of treasury stock, net		(11	)		(7	)
Other, net		(35,168	)		(34,497	)
Net cash provided by (used in) financing activities		(48,795	)		89,124
Effect of exchange rate changes on cash and cash equivalents		(65,272	)		27,144
Net change in cash and cash equivalents		161,723			42,555
Cash and cash equivalents at beginning of year		1,471,730			1,757,456
Cash and cash equivalents at end of period		1,633,453			1,800,011

—18—

[5] Assumptions for Going Concern

None

—19—

[6] Segment Information

Honda has four reportable segments: Motorcycle business, Automobile business, Financial services business and Power product and other businesses, which are based on Honda’s organizational structure and characteristics of products and services. Operating segments are defined as components of Honda 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 condensed consolidated financial statements.

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

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

1. Segment information based on products and services

For the three months ended December 31, 2015

	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Power Product and  Other Businesses			Segment Total		Reconciling Items			Consolidated
Sales revenue:
External customers		442,182		2,652,491		444,590		77,960			3,617,223		—			3,617,223
Intersegment		—		32,065		3,232		4,097			39,394		(39,394	)		—
Total		442,182		2,684,556		447,822		82,057			3,656,617		(39,394	)		3,617,223
Segment profit (loss)		49,507		69,577		51,494		(7,499	)		163,079		—			163,079

For the three months ended December 31, 2016

	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Power Product and  Other Businesses			Segment Total		Reconciling Items			Consolidated
Sales revenue:
External customers		420,630		2,555,102		452,503		72,833			3,501,068		—			3,501,068
Intersegment		—		41,315		3,282		7,492			52,089		(52,089	)		—
Total		420,630		2,596,417		455,785		80,325			3,553,157		(52,089	)		3,501,068
Segment profit (loss)		41,874		129,835		42,354		(6,378	)		207,685		—			207,685

—20—

As of and for the nine months ended December 31, 2015

	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Power Product and  Other Businesses			Segment Total		Reconciling Items			Consolidated
Sales revenue:
External customers		1,368,176		7,950,031		1,380,268		244,787			10,943,262		—			10,943,262
Intersegment		—		96,151		9,600		13,766			119,517		(119,517	)		—
Total		1,368,176		8,046,182		1,389,868		258,553			11,062,779		(119,517	)		10,943,262
Segment profit (loss)		154,145		268,104		155,803		(10,845	)		567,207		—			567,207
Segment assets		1,387,628		7,520,141		9,431,907		356,017			18,695,693		(107,448	)		18,588,245
Depreciation and amortization		55,122		421,891		460,640		10,157			947,810		—			947,810
Capital expenditures		49,681		581,905		1,474,286		12,284			2,118,156		—			2,118,156
As of and for the nine months ended December 31, 2016
	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Power Product and  Other Businesses			Segment Total		Reconciling Items			Consolidated
Sales revenue:
External customers		1,262,410		7,395,747		1,360,378		217,231			10,235,766		—			10,235,766
Intersegment		—		114,181		9,751		17,580			141,512		(141,512	)		—
Total		1,262,410		7,509,928		1,370,129		234,811			10,377,278		(141,512	)		10,235,766
Segment profit (loss)		132,582		446,198		130,709		(6,880	)		702,609		—			702,609
Segment assets		1,388,175		7,547,247		9,643,394		346,414			18,925,230		(53,413	)		18,871,817
Depreciation and amortization		54,563		425,096		483,903		10,128			973,690		—			973,690
Capital expenditures		34,651		443,014		1,417,986		7,973			1,903,624		—			1,903,624

Explanatory notes:

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

2. Unallocated corporate assets, included in reconciling items, amounted to JPY 402,463 million as of December 31, 2015 and JPY 409,969 million as of December 31, 2016 respectively, which consist primarily of cash and cash equivalents and financial assets measured at fair value through other comprehensive income.

—21—

In addition to the disclosure required by IFRS, Honda provides the following supplemental information for the financial statements users:

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

For the three months ended December 31, 2015

	Yen (millions)
	Japan		North America		Europe			Asia		Other Regions			Total		Reconciling Items			Consolidated
Sales revenue:
External customers		474,543		2,028,572		161,236			759,658		193,214			3,617,223		—			3,617,223
Inter-geographic areas		558,258		118,133		25,257			154,205		772			856,625		(856,625	)		—
Total		1,032,801		2,146,705		186,493			913,863		193,986			4,473,848		(856,625	)		3,617,223
Operating profit (loss)		27,795		37,905		(5,306	)		88,234		(303	)		148,325		14,754			163,079
For the three months ended December 31, 2016
	Yen (millions)
	Japan		North America		Europe			Asia		Other Regions			Total		Reconciling Items			Consolidated
Sales revenue:
External customers		551,837		1,928,816		131,812			702,134		186,469			3,501,068		—			3,501,068
Inter-geographic areas		601,336		127,122		56,094			145,005		705			930,262		(930,262	)		—
Total		1,153,173		2,055,938		187,906			847,139		187,174			4,431,330		(930,262	)		3,501,068
Operating profit (loss)		80,383		83,771		(4,642	)		82,096		(762	)		240,846		(33,161	)		207,685

—22—

As of and for the nine months ended December 31, 2015

	Yen (millions)
	Japan		North America		Europe			Asia		Other Regions		Total		Reconciling Items			Consolidated
Sales revenue:
External customers		1,463,373		6,133,622		479,375			2,224,302		642,590		10,943,262		—			10,943,262
Inter-geographic areas		1,467,982		300,851		66,868			469,948		2,582		2,308,231		(2,308,231	)		—
Total		2,931,355		6,434,473		546,243			2,694,250		645,172		13,251,493		(2,308,231	)		10,943,262
Operating profit (loss)		81,766		184,394		(3,127	)		269,807		11,414		544,254		22,953			567,207
Assets		4,259,603		10,690,637		642,390			2,505,803		596,279		18,694,712		(106,467	)		18,588,245
Non-current assets other than financial instruments and deferred tax assets		2,353,689		4,522,481		111,624			741,779		174,739		7,904,312		—			7,904,312
As of and for the nine months ended December 31, 2016
	Yen (millions)
	Japan		North America		Europe			Asia		Other Regions		Total		Reconciling Items			Consolidated
Sales revenue:
External customers		1,529,395		5,638,046		443,951			2,092,797		531,577		10,235,766		—			10,235,766
Inter-geographic areas		1,507,016		325,940		88,046			416,916		2,114		2,340,032		(2,340,032	)		—
Total		3,036,411		5,963,986		531,997			2,509,713		533,691		12,575,798		(2,340,032	)		10,235,766
Operating profit (loss)		146,449		293,154		(3,291	)		263,699		26,990		727,001		(24,392	)		702,609
Assets		4,216,681		10,908,222		623,919			2,591,532		668,010		19,008,364		(136,547	)		18,871,817
Non-current assets other than financial instruments and deferred tax assets		2,428,822		4,900,395		109,938			692,492		189,708		8,321,355		—			8,321,355

Explanatory notes:

1. Major countries or regions in each geographic area:

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

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

3. Unallocated corporate assets, included in reconciling items, amounted to JPY 402,463 million as of December 31, 2015 and JPY 409,969 million as of December 31, 2016 respectively, which consist primarily of cash and cash equivalents and financial assets measured at fair value through other comprehensive income.

—23—

[7] Other

1. Loss related to airbag inflators

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

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

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

2. Transfer pricing tax refund

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

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

For the nine months ended December 31, 2016, the Company recognized impairment losses of JPY12,871 million on certain investments accounted for using the equity method 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 condensed consolidated statements of income.

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

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

This plan amendment resulted in a reduction of the defined benefit obligation and recognition of the past service cost through profit or loss. Honda recognized JPY 84,024 million of past service cost (credit), of which JPY 37,197 million is presented in cost of sales, JPY 21,385 million is presented in selling, general and administrative and JPY 25,442 million is presented in research and development in the condensed consolidated statements of income for the nine months ended December 31, 2016. The defined benefit obligation and plan asset were remeasured.

—24—

[Translation]

February 3, 2017

To:       Shareholders of Honda Motor Co., Ltd.

From:   Honda Motor Co., Ltd.

1-1, Minami-Aoyama 2-chome,

Minato-ku, Tokyo, 107-8556

Takahiro Hachigo

President and Representative Director

Notice Concerning Revision of Forecast for Consolidated Financial Results

for the Fiscal Year Ending March 31, 2017

Honda Motor Co., Ltd. (the “Company”) revises its forecast for consolidated financial results for the fiscal year ending March 31, 2017, which was announced on October 31, 2016.

Particulars

Revision of Forecast for Consolidated Financial Results for the Fiscal Year Ending March 31, 2017

	Sales revenue (Million Yen)		Operating profit (Million Yen)		Profit before income taxes (Million Yen)		Profit for the year attributable to owners of the parent (Million Yen)		Basic earnings per share attributable to owners of the parent (Yen)
Forecast previously announced on October 31, 2016 (A)		13,400,000		650,000		770,000		415,000		230.26
Forecast revision as of February 3, 2017 (B)		13,800,000		785,000		925,000		545,000		302.39
Change (B-A)		400,000		135,000		155,000		130,000
Percentage change (%)		3.0		20.8		20.1		31.3
(Reference) Results of the fiscal year ended March 31, 2016		14,601,151		503,376		635,450		344,531		191.16

Reason for Revision of Forecast for Consolidated Financial Results for the Fiscal Year Ending March 31, 2017

The Company upwardly revises its sales revenue forecast for the fiscal year ending March 31, 2017, which was announced on October 31, 2016, due mainly to favorable foreign currency translation effects, despite a downward revision of unit sales attributable to unfavorable changes in the business environment surrounding the Company. The Company also upwardly revises its forecast for operating profit, profit before income taxes, and profit for the year attributable to owners of the parent for the fiscal year ending March 31, 2017, which were announced on October 31, 2016, mainly due to decreased SG&A expenses and favorable foreign currency effects.

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

* These forecasts for consolidated and unconsolidated financial results of the Company are based on management’s assumptions and beliefs taking into account information currently available to it. Therefore, please be advised that the actual results of the Company could differ materially from those described in these forward-looking statements as a result of numerous factors, including general economic conditions in the principal markets of the Company, its consolidated subsidiaries and its affiliates accounted for by the equity-method, and fluctuation of foreign exchange rates, as well as other factors detailed from time to time.

* For more details, please refer to the Company’s investor relations website

(URL http://world.honda.com/investors/).

[Translation]

February 3, 2017

To: Shareholders of Honda Motor Co., Ltd.

From: Honda Motor Co., Ltd.

1-1, Minami-Aoyama 2-chome,

Minato-ku, Tokyo, 107-8556

Takahiro Hachigo

President and Representative Director

Notice of Resolution by the Board of Directors

Concerning Distribution of Surplus (Quarterly Dividends)

and Revision of Dividend Forecast for the Fiscal Year Ending March 31, 2017

The Board of Directors of Honda Motor Co., Ltd. (the “Company”), at its meeting held on February 3, 2017, resolved to make a distribution of surplus (quarterly dividends), the record date of which is December 31, 2016, and revised the amount of the projected dividend per share of common stock for the year ending March 31, 2017 as follows:

Particulars

1. Details of Distribution of Surplus (Quarterly Dividends)

	Resolution	Previous  Dividends Forecast (Announced on October 31, 2016)	Dividends Paid for the Third Quarter in Fiscal 2016
Record Date	December 31, 2016	December 31, 2016	December 31, 2015
Dividends per Share of Common Stock (yen)	24	22	22
Total Amount of Dividends (million yen)	43,254	—	39,650
Effective Date	February 28, 2017	—	February 26, 2016
Source of Funds for Dividends	Retained Earnings	—	Retained Earnings

2. Details of the Revised Dividend Payments

	Dividends per Share (yen)
Record Date	End of First Quarter		End of Second Quarter		End of Third Quarter		Fiscal Year-end		Total
Latest Dividend Forecast (Announced on October 31, 2016)		—		—		—		22		88
Projected Dividends		—		—		—		24		92
Dividends Paid in Fiscal 2017		22		22		24		—		—
Dividends Paid in Fiscal 2016		22		22		22		22		88

3. Basis of the Distribution of Surplus

The Company considers the redistribution of profits to its shareholders to be one of its most important management issues, and makes distributions after taking into account its consolidated earnings performance from a long-term perspective. The Company resolved that a third quarter dividend payment of ¥24 per share of common stock is to be paid considering its forecast for consolidated financial results for the fiscal year ending March 31, 2017. The Company also revised the amount of the projected dividend per share of common stock for the year ending March 31, 2017 that was announced on October 31, 2016.