Edgar Filing: HONDA MOTOR CO LTD

Form 6-K

No.1-7628

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF January 2011

COMMISSION FILE NUMBER: 1-07628

HONDA GIKEN KOGYO KABUSHIKI KAISHA

(Name of registrant)

HONDA MOTOR CO., LTD.

(Translation of registrant’s name into English)

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

(Address of principal executive offices)

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

Form 20-F x Form 40-F ¨

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

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

Contents

Exhibit 1:

On January 24, 2011, Honda Motor Co., Ltd. (the “Company”) announced that the Sea Food Section of the Foodstuff Division of Honda Trading Corporation (“HT”), a consolidated subsidiary of the Company, was found to have been involved in inappropriate trading activity. HT is a consolidated subsidiary of the Company, providing trading functions within the Honda Group for such products like sea food and agricultural products, in addition to products, parts, facilities and raw materials for the Company’s business.

Exhibit 2:

On January 31, 2011, Honda Motor Co., Ltd. announced its consolidated financial results for the fiscal third quarter and nine months ended December 31, 2010.

Exhibit 3:

The Board of Directors of Honda Motor Co., Ltd., at its meeting held on January 31, 2011, resolved to make a distribution of surplus (quarterly dividends) the record date of which is December 31, 2010, and revised the amount of the projected dividend per share of common stock for the year ending March 31, 2011

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/ Yoichi Hojo

Yoichi Hojo

Director

Chief Operating Officer for

Business Management Operations

Honda Motor Co., Ltd.

Date: February 2, 2011

[Translation]

January 24, 2011

To:	Shareholders of Honda Motor Co., Ltd.

From:

Honda Motor Co., Ltd.

1-1, Minami-Aoyama 2-chome,

Minato-ku, Tokyo, 107-8556

Takanobu Ito

President and Representative Director

Inappropriate Trading Activities by a Honda Subsidiary

Honda Motor Co., Ltd. (the “Company”) today announced that the Sea Food Section of the Foodstuff Division of Honda Trading Corporation (“HT”), a consolidated subsidiary of the Company, was found to have been involved in inappropriate trading activity. HT is a consolidated subsidiary of the Company, providing trading functions within the Honda Group for such products like sea food and agricultural products, in addition to products, parts, facilities and raw materials for the Company’s business. The Company deeply regrets any concern or difficulty that this matter may have caused its shareholders, business partners or other stakeholders.

1.	Background of the Company’s Investigation

On December 20, 2010, the Company received an overview report from HT’s investigation committee with respect to inappropriate trading activity with several seafood companies by HT’s Sea Food Section, Foodstuff Division. On the same day, the Company, with the cooperation of external counsel and certified public accountants, established an investigation committee with Koichi Kondo (Executive Vice President, Representative Director and Compliance Officer of the Company) as the Committee Chairperson. Through this committee, the Company is currently investigating the facts, causes, responsible persons, measures to prevent future occurrences, and the occurrence of any similar inappropriate trading activity within HT.

2.	Latest Summary of Inappropriate Trading Activities

•

HT’s Sea Food Section has a long history in inventory management trading (*).

However, since 2004, through the actions of an employee of HT’s Sea Food Section, HT became involved in purchasing inventory significantly over priced compared to market price, and repetitive trading and circular trading of the same inventory among a number of its business partners.

•

Further, in order to avoid attention to the growing outstanding inventory within HT’s Sea

Food Section, certain portions of inventory were temporarily sold to other business partners with the promise that HT would buy back such inventory in the future.

•

As a result of such inappropriate trading activity, HT is facing expansion of its inventory credit against such business partners and delays in collecting trade receivables.

“Inventory management trading” means transactions in which HT temporarily purchases sea food products from seafood companies with the promise that they will buy back such products after a certain period, in order to bridge the gap between the purchasing period (the fishing season) and the sales period for sea food products.

LOGO

3.	Impact on the Company’s Financials

Due to such inappropriate trading activity, HT is facing impairment of inventory and trade receivables, and delinquencies in collecting receivables resulting in a total estimated loss of approximately 15 billion yen.

Although, the revenue, profit, inventory and trade receivables in the Company’s past quarterly consolidated financials were overstated, due to the impact of such over statements, the Company plans to reflect such revisions in the Company’s consolidated financials for the latest quarter (3rd quarter of the Company’s fiscal year ending March, 2011) as the amount of such revisions is not material. The impact on the pre-tax earnings of the Company’s consolidated financials is estimated to be approximately 15 billion yen.

4.	Future Actions

With respect to such inappropriate trading activity, the Company’s investigation committee is continuing its investigation into the cause, responsible persons, measures to prevent future occurrences, and the occurrence of any similar inappropriate trading activity, and will announce results as soon as they become available.

[End]

(Appendix)

[HT General Information]


Location		Daiichi-Tekko Building, 2F, 1-8-2 Marunouchi, Chiyoda-ku, Tokyo, Japan

Date of Establishment		March 21, 1972

Capital		1.6 billion yen

Shareholders		Honda (100%)

Representative		President & Representative Director: Motohide Sudo

Business Lines		Parts for motorcycle/automobile/power equipment; automotive equipment and machinery; non-ferrous metals; steel/plastics; agriculture, forestry and marine products

Sales		Consolidated: 588.6 billion yen Non-consolidated: 251.3 billion yen (year ended March 2010)

Place of Business		(Domestic) Tokyo, Nagoya, Osaka, Suzuka, Kumamoto, Tochigi, Sayama, Gunma, Hiroshima (International) United States, Canada, Brazil, Mexico, United Kingdom, Italy, Turkey, Belgium, Romania, Thailand, China, Philippines, India, Pakistan, Vietnam, Indonesia, Taiwan, Malaysia, S. Korea, Russia, Argentina

January 31, 2011

HONDA MOTOR CO., LTD. REPORTS

CONSOLIDATED FINANCIAL RESULTS

FOR THE FISCAL THIRD QUARTER ENDED DECEMBER 31, 2010

Tokyo, January 31, 2011 — Honda Motor Co., Ltd. today announced its consolidated financial results for the fiscal third quarter ended December 31, 2010.

Third Quarter Results

Honda’s consolidated net income attributable to Honda Motor Co., Ltd. for the fiscal third quarter ended December 31, 2010 totaled JPY 81.1 billion (USD 995 million), a decrease of 39.7% from the same period last year. Basic net income attributable to Honda Motor Co., Ltd. per common share for the quarter amounted to JPY 45.01 (USD 0.55), a decrease of JPY 29.18 from JPY 74.19 for the corresponding period last year. One Honda American Depository Share represents one common share.

Consolidated net sales and other operating revenue (herein referred to as “revenue”) for the quarter amounted to JPY 2,110.4 billion (USD 25,898 million), a decrease of 5.8% from the same period last year, due primarily to the unfavorable currency translation effects and decreased sales in the automobile business in Japan, despite increased revenue in the motorcycle business centered in Asian countries. Honda estimates that if calculated at the same exchange rate as the corresponding period last year, revenue for the quarter would have decreased by approximately 0.8%.

Despite improved model mix and ongoing cost reduction effects, increased SG&A expenses and R&D expenses and unfavorable foreign currency effected consolidated operating income.

Consolidated income before income taxes and equity in income of affiliates for the quarter totaled JPY 131.5 billion (US 1,615 million), a decrease of 23.1% from the same period last year.

Equity in income of affiliates amounted to JPY 43.4 billion (USD 533 million) for the quarter, an increase of 32.4% from the corresponding period last year.

- 1 -

Business Segment

With respect to Honda’s sales for the fiscal third quarter by business segment, motorcycle unit sales totaled 2,895 thousand units, an increase of 21.7% from the same period last year. Unit sales in Japan totaled 46 thousand units, an increase of 35.3% from the same period last year. Outside of Japan, total unit sales were 2,849 thousand units, an increase of 21.5% from the same period last year*, due mainly to increased unit sales in Asia and Other regions including South America. Revenue from sales to external customers increased 10.4%, to JPY 301.9 billion (USD 3,706 million), from the same period last year, due mainly to increased unit sales, despite the unfavorable currency translation effect. Operating income totaled to JPY 29.1 billion (USD 357 million), an increase of 83.7% from the same period last year, due primarily to increased sales volume and model mix, despite the unfavorable foreign currency effect.

Of the net sales of Honda-brand motorcycle products that are manufactured and sold by overseas affiliates accounted for under the equity method, those with respect to which parts for manufacturing were not supplied from Honda or its subsidiaries are not included in net sales and other operating revenue, in conformity with U.S. generally accepted accounting principles. Accordingly, these unit sales are not included in the financial results. Sales of such products amounted to approximately 1,750 thousand units for the period.

Honda’s automobile unit sales totaled 855 thousand units, a decrease of 6.5% from the same period last year. In Japan, unit sales amounted to 118 thousand units, a decrease of 33.3% from the same period last year. Unit sales outside of Japan totaled to 737 thousand units, which was the same level with the corresponding period last year, due mainly to increased unit sales in North America, despite decreased unit sales in Europe. Revenue from sales to external customers decreased 7.8%, to JPY 1,613.8 billion (USD 19,804 million), from the same period last year**, due mainly to decreased unit sales and the unfavorable currency translation effects. Operating income was JPY 68.4 billion (USD 839 million), a decrease by 38.1% from the same period last year, due primarily to decreased sales volume, increased R&D expenses, and the unfavorable foreign currency effects.

Certain sales of automobiles that are financed with residual value type auto loans by our domestic finance subsidiaries are accounted for as operating leases in conformity with U.S. generally accepted accounting principles. As a result, they are not included in total sales of our automobile segment or in our measure of unit sales.

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Revenue from customers in the financial services business decreased 9.7%, to JPY 136.4 billion (USD 1,674 million) from the same period last year, due mainly to unfavorable currency translation effects. Operating income decreased 16.9% to JPY 44.6 billion (USD 547 million), from the same period last year.

Honda’s power product unit sales totaled 1,157 thousand units, an increase of 15.9% from the same period last year. In Japan, unit sales totaled 89 thousand units, an increase of 20.3% from the same period last year. Unit sales outside of Japan increased 15.6% from the corresponding period last year, to 1,068 thousand units, due to an increase of unit sales in all the regions. Revenue from sales to external customers in power product and other businesses increased 2.0%, to JPY 68.0 billion (USD 835 million), from the same period last year, due mainly to increased unit sales in power products, despite the unfavorable currency translation effects. Honda reported an operating loss of JPY 2.0 billion (USD 26 million), an improvement of JPY 0.8 billion from the same period last year, primarily due to increased sales volume and model mix of power products, despite increased SG&A expenses.

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Geographical Information

With respect to Honda’s sales for the fiscal third quarter by geographic area, in Japan, revenue from domestic and exports sales amounted to JPY 867.5 billion (USD 10,646 million), a decrease of 0.3% from the same period last year, due mainly to decreased revenue in automobile business, despite increased revenue in motorcycle business. Operating income totaled JPY 14.6 billion (USD 180 million), an increase of 45.8% from the same period last year, due primarily to decreased SG&A expenses and continuing cost reduction efforts, despite decreased sales volume, increased R&D expenses, and unfavorable foreign currency effects.

In North America, revenue decreased by 1.7%, to JPY 1,011.8 billion (USD 12,416 million), from the same period last year due mainly to the unfavorable currency translation effects. Operating income totaled JPY 89.6 billion (USD 1,101 million), a decrease of 19.0% from the corresponding period last year, due primarily to increased SG&A expenses and the unfavorable foreign currency effects.

In Europe, revenue decreased by 17.3%, to JPY 150.7 billion (USD 1,850 million), from the same period last year, due primarily to decreased revenue in the automobile business and the motorcycle business, and the unfavorable currency translation effects. Honda reported an operating loss of JPY 9.4 billion (USD 116 million), a deterioration of JPY 2.5 billion from the same period last year, primarily due to decreased sales volume and the unfavorable foreign currency effects, despite decreased SG&A expenses.

In Asia, revenue increased by 12.2%, to JPY 445.5 billion (USD 5,467 million), from the same period last year, due mainly to increased revenue in the automobile business and the motorcycle business, despite the unfavorable currency translation effects. Operating income increased by 2.2%, to JPY 35.7 billion (USD 439 million), from the corresponding period last year, due mainly to increased sales volume and mix.

In Asia, in addition to subsidiaries, many affiliates accounted for under the equity method manufacture and sell Honda-brand products. Operating income does not include income from these affiliates. Income from these affiliates is recorded as equity in income of affiliates and reflected in net income. Accounting terms of some of the affiliates differ from the Company’s.

- 4 -

In Other regions including South America, the Middle East, Africa and Oceania, revenue decreased by 0.9%, to JPY 238.8 billion (USD 2,932 billion) from the same period last year, due mainly to decreased revenue in the automobile business and the unfavorable currency translation effect, despite increased revenue in motorcycle business. Operating income totaled JPY 15.6 billion (USD 193 million), a decrease of 10.0% from the same period last year, primarily due to increased SG&A expenses.

United States dollar amounts have been translated from yen solely for the convenience of the reader at the rate of JPY 81.49=U.S.$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, 2010.

- 5 -

Nine Months Results

Honda’s consolidated net income attributable to Honda Motor Co., Ltd. for the fiscal nine months ended December 31, 2010 totaled JPY 489.5 billion (USD 6,077 million), an increase of 149.5% from the same period last year. Basic net income attributable to Honda Motor Co., Ltd. per common share for the fiscal nine months amounted to JPY 270.82 (USD 3.32), an increase of JPY 162.68 from JPY 108.14 for the same period last year.

Consolidated revenue for the period amounted to JPY 6,723.7 billion (USD 82,511 million), an increase of 6.7% from the same period last year, primarily due to increased revenue in the automobile business and the motorcycle business, despite the unfavorable currency translation effects. Honda estimates that if calculated at the same exchange rate as the corresponding period last year, revenue for the period would have increased by approximately 10.6%.

Consolidated operating income for the period totaled JPY 523.5 billion (USD 6,425 million), an increase of 95.6% from the same period last year, due primarily to increased sales volume and model mix, reduction in fixed costs per vehicle as a result of increased production and continuing cost reduction efforts, despite increased SG&A expenses and R&D expenses and the unfavorable foreign currency effects.

Consolidated income before income taxes and equity in income of affiliates for the period totaled JPY 553.9 billion (USD 6,798 million), an increase of 128.3% from the same period last year.

Equity in income of affiliates amounted to JPY 114.7 billion (USD 1,408 million) for the period, an increase of 65.3% from the corresponding period last year.

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Business Segment

With respect to Honda’s sales for the fiscal nine months by business segment, unit sales of motorcycles totaled 8 million 511 thousand units, an increase of 20.9% from the same period last year. Unit sales in Japan totaled 138 thousand units, an increase of 5.3% from the same period last year. Outside of Japan, total unit sales was 8 million 373 thousand units, an increase of 21.2% from the same period last year*, due mainly to increased unit sales in Asia and Other Regions including South America. Revenue from sales to external customers increased 16.1%, to JPY 935.0 billion (USD 11,475 million) from the same period last year, primarily due to increased unit sales. Operating income totaled to JPY 90.4 billion (USD 1,110 million), an increase of 193.5% from the same period last year, due primarily to increased sales volume and model mix, and reduction in fixed costs as a result of increased production.

Honda’s unit sales of automobiles for the fiscal nine months totaled 2 million 652 thousand units, an increase of 5.3% from the same period last year. In Japan, unit sales totaled 440 thousand units, a decrease of 5.0% compared to the same period last year. Unit sales outside of Japan totaled to 2 million 212 thousand units, an increase of 7.6%, due mainly to increased unit sales in North America and Asia, despite decreased unit sales in Europe. Revenue from sales to external customers increased 6.5%, to JPY 5,148.7 billion (USD 63,183 million), from the same period last year**, due mainly to increased unit sales, despite the unfavorable foreign currency translation effects. Operating income totaled JPY 303.7 billion (USD 3,727 million), an increase 195.6% compared to the same period last year, due primarily to increased sales volume and model mix, reduction in fixed costs as a result of increased production, and continuing cost reduction efforts, despite increased SG&A expenses and R&D expenses, and the unfavorable foreign currency effects.

- 7 -

Revenue from the financial services business decreased 7.5%, to JPY 427.3 billion (USD 5,244 million), from the same period last year, primarily due to the unfavorable currency translation effects. Operating income decreased 0.7%, to JPY 146.6 billion (USD 1,800 million), from the same period last year.

Honda’s unit sales of power products totaled 3,763 thousand units, an increase of 20.9% from the same period last year. In Japan, unit sales totaled 284 thousand units, an increase of 29.1% from the same period last year. Unit sales outside of Japan increased 20.3%, to 3,479 thousand units, due primarily to an increase in unit sales in all the regions. Revenue from sales to external customers in power product and other businesses increased by 6.8%, to JPY 212.6 billion (USD 2,609 million), from the same period last year, due mainly to increased unit sales of power products, despite unfavorable currency translation effects. Honda reported an operating loss of JPY 3.1 million (USD 39 million), an improvement of JPY 10.4 billion from the same period last year.

Geographical Information

With respect to Honda’s sales for the fiscal nine months by geographic area, in Japan, revenue from domestic and export sales was JPY 2,717.3 billion (USD 33,346 million), an increase of 12.7% compared to the same period last year, due primarily to increased revenue in the automobile businesses. Operating income totaled JPY 87.9 billion (USD 1,079 million), an increase of JPY 108.2 billion from the same period last year, due primarily to increased sales volume and mix, reduction in fixed costs per vehicle as a result of increased production, and continuing cost reduction efforts, despite the increased R&D expenses and the unfavorable foreign currency effects.

In North America, revenue increased by 9.2%, to JPY 3,171.2 billion (USD 38,916 million), from the same period last year, due primarily to increased revenue in the automobile business, despite the unfavorable currency translation effect. Operating income totaled JPY 276.3 billion (USD 3,391 million), an increase of 66.8% from the same period last year, due primarily to increased sales volume and mix, and reduction in fixed costs as a result of increased production.

In Europe, revenue decreased by 18.7%, to JPY 501.9 billion (USD 6,160 million), from the same period last year, due primarily to decreased revenue in the automobile business and the unfavorable currency translation effects. Honda reported an operating loss of JPY 8.4 billion (USD 104 million), a deterioration of JPY 5.2 billion from the same period last year, due primarily to decreased sales volume and mix and the unfavorable foreign currency effects, despite the decreased SG&A expenses.

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In Asia, revenue increased by 25.6%, to JPY 1,368.7 billion (USD 16,797 million), from the same period last year, due mainly to increased revenue in the automobile business and in the motorcycle business, despite the unfavorable currency translation effects. Operating income increased by 42.9%, to JPY 118.5 billion (USD 1,455 million), from the same period last year, due primarily to increased sales volume and mix, despite increased SG&A expenses and the unfavorable foreign currency effects.

In Other Regions, revenue increased by 11.3%, to JPY 717.7 billion (USD 8,808 million), compared to the same period last year, due mainly to increased revenue in the motorcycle business and the favorable currency translation effects. Operating income totaled JPY 56.3 billion (USD 692 million), an increase of 109.6% from the same period last year, due primarily to an increased sales volume and mix, and favorable impact of foreign currency, despite increased SG&A expenses.

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Consolidated Statements of Balance Sheets for the Quarter Ended December 31, 2010

From March 31, 2010, total assets decreased JPY 369.5 billion (USD 4,534 million), to JPY 11,259.6 billion (USD 138,172 million) at December 31, 2010, mainly due to the unfavorable currency translation effects, despite increased property on operating leases, increased investments and advances, increased cash and cash equivalents, and increased finance subsidiaries-receivables, net, primarily due to the consolidation of former qualifying special purpose entities (QSPEs) utilized in legacy off-balance sheet securitizations until the year ended March 31, 2010. From March 31, 2010, total liabilities decreased by JPY 427.7 billion (USD 5,249 million), to JPY 6,744.9 billion (USD 82,771 million) at December 31, 2010, mainly due to the currency translation effects, despite increased current liabilities primarily due to the consolidation of former QSPEs utilized in legacy off-balance sheet securitizations until the year ended March 31, 2010. From March 31, 2010, despite the adverse currency translation effects, total equity increased JPY 58.2 billion (USD 714 million), to JPY 4,514.6 billion (USD 55,401 million).

Consolidated Statements of Cash Flows for the Fiscal Nine Months

Consolidated cash and cash equivalents at December 31, 2010 increased by JPY 38.7 billion (USD 476 million) from March 31, 2010, to JPY 1,158.6 billion (USD 14,219 million). The reasons for the increases or decreases for each cash flow activity compared with the previous fiscal nine months are as follows.

Cash flows from operating activities

Net cash provided by operating activities amounted to JPY 765.6 billion (USD 9,395 million) of cash inflows for the fiscal nine months ended December 31, 2010. Cash inflows from operating activities decreased by JPY 439.7 billion (USD 5,397 million) compared with the corresponding period last year, due mainly to increased payments for parts and raw materials primarily due to an increase in automobile production, despite an increase in cash received from customers, primarily due to increased unit sales in the automobile business.

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Cash flows from investing activities

Net cash used in investing activities amounted to JPY 615.3 billion (USD 7,551 million) of cash outflows. Cash outflows from investing activities increased by JPY 151.0 billion (USD 1,853 million) compared with the corresponding period last year, due mainly to an increase in acquisitions of finance subsidiaries-receivables and an increase in purchase of operating lease assets, despite an increase in collections of finance subsidiaries-receivables and an increase in proceeds from sales of operating lease assets.

Cash flows from financing activities

Net cash used in financing activities amounted to JPY 20.8 billion (USD 256 million) of cash outflows. Cash outflows from financing activities decreased by JPY 351.6 billion (USD 4,315 million), compared with the corresponding period last year, due mainly to an increase in debts which decreased in the same period last year, despite purchases of the Company’s own shares and an increase in dividends paid.

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Forecasts for the Fiscal Year Ending March 31, 2011

In regard to the forecasts of the financial results for the fiscal year ending March 31, 2011, Honda projects consolidated results to be as shown below:

The forecasts are based on the assumption that the average exchange rates for the Japanese yen to the U.S. dollar and the Euro will be JPY 85 and JPY 112, respectively, for the fiscal year ending March 31, 2011.

Projected unit sales for the full year ending March 31, 2011 are shown below.


	Unit (thousands)		Changes from FY2010 (thousands)
Motorcycle business		11,535		+1,896
Automobile business		3,580		+188
Power product and Other businesses		5,610		+866

FY2011 Forecasts for Consolidated Results

Fiscal year ending March 31, 2011


	Yen (billions)		Changes from FY 2010
Net sales and other operating revenue		8,900		+3.7	%
Operating income		620		+70.4	%
Income before income taxes and equity in income of affiliates		665		+97.8	%
Net income attributable to Honda Motor Co., Ltd.		530		+97.5	%

	Yen
Basic net income attributable to Honda Motor Co., Ltd. per common share		293.41

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The reasons for the increases or decreases for forecasts of the operating income and income before income taxes and equity in income of affiliates for the fiscal year ending March 31, 2011 from the corresponding period last year are as follows.


	Yen (billions)
Revenue, model mix, etc., excluding currency effect		342.9
Cost reduction, the effect of raw material cost fluctuations, etc.		148.0
SG&A expenses, excluding currency effect		- 44.0
R&D expenses		- 36.7
Currency effect		- 154.0

Operating income compared with fiscal year 2010		256.2

Fair value of derivative instruments		- 23.0
Others		95.5

Income before income taxes and equity in income of affiliates compared with fiscal year 2010		328.8

Dividend per Share of Common Stock

The Board of Directors of Honda Motor Co., Ltd., at its meeting held on January 31, 2011, resolved to make the quarterly dividend JPY 15 per share of common stock, the record date of which is December 31, 2010. The total expected annual dividend per share of common stock for the fiscal year ending March 31, 2011, is JPY 54 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 Honda’s actual results could differ materially from those described in these forward-looking statements as a result of numerous factors, including general economic conditions in Honda’s principal markets and foreign exchange rates between the Japanese yen and the U.S. dollar, the Euro and other major currencies, as well as other factors detailed from time to time. The various factors for increases and decreases in income have been classified in accordance with a method that Honda considers reasonable.

- 13 -

Others

1. Changes in significant subsidiaries for the three months ended September 30, 2010 (i.e. changes in specific subsidiaries that caused a change in the scope of consolidated financial statements)

None

2. Accounting policies specifically applied for quarterly consolidated financial statements

(a) Income taxes

Honda computes interim income tax expense (benefit) by multiplying reasonably estimated annual effective tax rate, which includes the effects of deferred taxes, by year-to-date income before income taxes and equity in income of affiliates for the fiscal nine months ended December 31, 2010. If a reliable estimate cannot be made, Honda utilizes the actual year-to-date effective tax rate.

3. Changes in accounting procedures for consolidated quarterly financial results

(a) Transfers of Financial Assets, and Consolidation of Variable Interest Entities

Honda adopted Accounting Standards Update (ASU) 2009-16 “Accounting for Transfers of Financial Assets”, and ASU 2009-17 “Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities”, effective April 1, 2010. These standards amend the FASB Accounting Standards Codification (ASC) 860 “Transfers and Servicing”, and ASC 810 “Consolidation”. ASU 2009-16 removes the concept of a qualifying special purpose entity (QSPE) and removes the exception from applying consolidation accounting standards to QSPEs. ASU 2009-17 requires reporting entities to evaluate former QSPEs for consolidation, changes the approach to determining a variable interest entity’s primary beneficiary from a mainly quantitative assessment to an exclusively qualitative assessment designed to identify a controlling financial interest, and increases the frequency of required reassessments to determine whether a company is the primary beneficiary of a variable interest entity.

Upon the adoption of these standards, former 10 QSPEs treated as legacy off-balance sheet prior to the year ended March 31, 2010 were consolidated by the Company as of April 1, 2010. As a result, previously derecognized assets held by former QSPEs including finance subsidiaries receivables of JPY 282,353 million and their related secured debt of JPY 274,329 million were included in the Company’s consolidated balance sheet as of April 1, 2010. The assets and liabilities associated with former legacy off-balance sheet securitizations including retained interests in securitizations and servicing assets were removed from the Company’s consolidated balance sheet from April 1, 2010. The cumulative effect adjustment upon the adoption of these standards increased the Company’s beginning retained earnings for the six months ended September 30, 2010 by JPY 1,432 million, net of tax effect.

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4. Out-of-period adjustments

The overstatements of trade accounts and notes receivable, inventories, net sales and other operating revenue, and cost of sales in the previously issued consolidated financial statements, in relation to “inventory management trading” activities in which a domestic subsidiary of the Company has involved were found. The Company recorded the related cumulative loss amounted to JPY 14,123 million, which incurred in prior fiscal years, as selling, general and administrative expenses in the Company’s consolidated statements of income for the nine months ended December 31, 2010, not by retrospectively adjusting the prior year financial statements. As a result, operating income for the nine months ended December 31, 2010 decreased by JPY 14,123 million. The Company also adjusted net sales and other operating revenue amounted to JPY 9,888 million and related operating expenses overstated in the Company’s consolidated statements of income for the six months ended September 30, 2010, in the Company’s consolidated statements of income for the three months ended December 31, 2010. As a result, operating income for the three months ended December 31, 2010 decreased by JPY 14,403 million, including the above cumulative loss incurred in prior fiscal years. Honda believes that these out-of-period adjustments are immaterial to the Company’s consolidated financial statements or results of operations as of and for the three months and nine months ended December 31, 2010 as well as prior periods.

“Inventory management trading” means transactions in which a domestic subsidiary of the Company temporarily purchases sea food products from seafood companies with the promise that they will buy back such products after a certain period, in order to bridge the gap between the purchasing period (the fishing season) and the sales period for sea food products.

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Consolidated Financial Summary

For the three months and nine months ended December 31, 2009 and 2010

Financial Highlights

Yen (millions)

Three months ended
Dec. 31, 2009
unaudited

Three months ended
Dec. 31, 2010
unaudited

Nine months ended
Dec. 31, 2009
unaudited

Nine months ended
Dec. 31, 2010
unaudited

Net sales and other operating revenue

2,240,740

2,110,414

6,299,607

6,723,788

Operating income

176,971

125,653

267,678

523,569

Income before income taxes and equity in income of affiliates

171,013

131,580

242,611

553,933

Net income attributable to Honda Motor Co., Ltd.

134,627

81,118

196,224

489,534

Yen

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

74.19

45.01

108.14

270.82

U.S. Dollars (millions)

Three months ended
Dec. 31, 2010
unaudited

Nine months ended
Dec. 31, 2010
unaudited

Net sales and other operating revenue

25,898

82,511

Operating income

1,542

6,425

Income before income taxes and equity in income of affiliates

1,615

6,798

Net income attributable to Honda Motor Co., Ltd.

995

6,007

U.S. Dollars

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

0.55

3.32

- 16 -

[1] Consolidated Balance Sheets


	Yen (millions)
	Dec. 31, 2010 unaudited		March 31, 2010 audited
Assets
Current assets:
Cash and cash equivalents		1,158,669		1,119,902
Trade accounts and notes receivable		733,114		883,476
Finance subsidiaries-receivables, net		1,096,616		1,100,158
Inventories		941,723		935,629
Deferred income taxes		181,154		176,604
Other current assets		432,708		397,955

Total current assets		4,543,984		4,613,724

Finance subsidiaries-receivables, net		2,261,545		2,361,335

Investments and advances:
Investments in and advances to affiliates		511,060		457,834
Other, including marketable equity securities		199,614		184,847

Total investments and advances		710,674		642,681


Property on operating leases:
Vehicles		1,570,957		1,651,672
Less accumulated depreciation		293,673		343,525

Net property on operating leases		1,277,284		1,308,147


Property, plant and equipment, at cost:
Land		479,860		489,769
Buildings		1,467,989		1,509,821
Machinery and equipment		3,121,703		3,257,455
Construction in progress		159,799		143,862

		5,229,351		5,400,907
Less accumulated depreciation and amortization		3,317,762		3,314,244

Net property, plant and equipment		1,911,589		2,086,663

Other assets		554,536		616,565

Total assets		11,259,612		11,629,115

- 17 -

[1] Consolidated Balance Sheets – continued


	Yen (millions)
	Dec. 31, 2010 unaudited			March 31, 2010 audited
Liabilities and Equity
Current liabilities:
Short-term debt		1,076,325			1,066,344
Current portion of long-term debt		916,848			722,296
Trade payables:
Notes		20,935			24,704
Accounts		662,778			802,464
Accrued expenses		445,029			542,521
Income taxes payable		33,480			23,947
Other current liabilities		205,024			236,854

Total current liabilities		3,360,419			3,419,130

Long-term debt, excluding current portion		2,061,227			2,313,035
Other liabilities		1,323,330			1,440,520

Total liabilities		6,744,976			7,172,685

Equity:
Honda Motor Co., Ltd. shareholders’ equity:
Common stock, authorized 7,086,000,000 shares; issued 1,811,428,430 shares		86,067			86,067
Capital surplus		172,529			172,529
Legal reserves		46,149			45,463
Retained earnings		5,649,200			5,304,473
Accumulated other comprehensive income (loss), net		(1,539,352	)		(1,208,162	)
Treasury stock, at cost 20,225,694 shares on Mar. 31, 2010 and 9,125,467 shares in Dec. 31, 2010		(26,107	)		(71,730	)

Total Honda Motor Co., Ltd. shareholders’ equity		4,388,486			4,328,640

Noncontrolling interest		126,150			127,790

Total equity		4,514,636			4,456,430

Commitments and contingent liabilities

Total liabilities and equity		11,259,612			11,629,115

Note: Please refer to “Other 3. Change in accounting procedures for consolidated quarterly financial results” and “Other 4. Out-of-period adjustments”.

- 18 -

[2] Consolidated Statements of Income

(A) For the three months ended December 31, 2009 and 2010


	Yen (millions)
	Three months ended Dec. 31, 2009 unaudited			Three months ended Dec. 31, 2010 unaudited
Net sales and other operating revenue		2,240,740			2,110,414
Operating costs and expenses:
Cost of sales		1,610,147			1,517,648
Selling, general and administrative		341,355			343,003
Research and development		112,267			124,110

Operating income		176,971			125,653

Other income (expenses):
Interest income		4,372			6,069
Interest expense		(1,172	)		(2,017	)
Other, net		(9,158	)		1,875
Income before income taxes and equity in income of affiliates		171,013			131,580

Income tax expense:
Current		44,598			19,575
Deferred		19,842			67,461

Income before equity in income of affiliates		106,573			44,544
Equity in income of affiliates		32,806			43,443

Net income		139,379			87,987
Less: Net income attributable to noncontrolling interest		(4,752	)		(6,869	)

Net income attributable to Honda Motor Co., Ltd.		134,627			81,118


	Yen
Basic net income attributable to Honda Motor Co., Ltd. per common share		74.19			45.01

Note: Please refer to “Other 4. Out-of-period adjustments”.

- 19 -

(B) For the nine months ended December 31, 2009 and 2010


	Yen (millions)
	Nine months ended Dec. 31, 2009 unaudited			Nine months ended Dec. 31, 2010 unaudited
Net sales and other operating revenue		6,299,607			6,723,788
Operating costs and expenses:
Cost of sales		4,720,520			4,849,409
Selling, general and administrative		986,049			987,045
Research and development		325,360			363,765

Operating income		267,678			523,569

Other income (expenses):
Interest income		13,144			16,836
Interest expense		(8,296	)		(6,264	)
Other, net		(29,915	)		19,792
Income before income taxes and equity in income of affiliates		242,611			553,933

Income tax expense:
Current		81,272			40,511
Deferred		26,825			117,165

Income before equity in income of affiliates		108,097			157,676
Equity in income of affiliates		69,398			114,742

Net income		203,912			510,999
Less: Net income attributable to noncontrolling interest		(7,688	)		(21,465	)

Net income attributable to Honda Motor Co., Ltd.		196,224			489,534


	Yen
Basic net income attributable to Honda Motor Co., Ltd. per common share		108.14			270.82

Note: Please refer to “Other 4. Out-of-period adjustments”.

- 20 -

[3] Consolidated Statements of Cash Flows


	Yen (millions)
	Nine months ended Dec. 31, 2009 unaudited			Nine months ended Dec. 31, 2010 unaudited
Cash flows from operating activities:
Net income		203,912			510,999
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation excluding property on operating leases		299,230			262,251
Depreciation of property on operating leases		171,724			160,036
Deferred income taxes		26,825			117,165
Equity in income of affiliates		(69,398	)		(114,742	)
Dividends from affiliates		86,016			44,156
Provision for credit and lease residual losses on finance subsidiaries-receivables		33,953			11,328
Impairment loss on investments in securities		313			673
Impairment loss excluding property on operating leases		54			534
Impairment loss on property on operating leases		3,265			—
Loss (gain) on derivative instruments, net		(29,312	)		(26,644	)
Decrease (increase) in assets:
Trade accounts and notes receivable		102,346			73,716
Inventories		351,805			(93,519	)
Other current assets		130,049			18,408
Other assets		18,634			(9,105	)
Increase (decrease) in liabilities:
Trade accounts and notes payable		17,161			(61,340	)
Accrued expenses		(67,690	)		(28,242	)
Income taxes payable		(18,754	)		10,226
Other current liabilities		8,028			(3,940	)
Other liabilities		(18,057	)		(81,850	)
Other, net		(44,694	)		(24,480	)

Net cash provided by operating activities		1,205,410			765,630

Cash flows from investing activities:
Increase in investments and advances		(17,597	)		(7,432	)
Decrease in investments and advances		11,887			10,759
Payments for purchases of available-for-sale securities		(3,324	)		(199	)
Proceeds from sales of available-for-sale securities		1,994			2,319
Payments for purchases of held-to-maturity securities		(11,034	)		(164,145	)
Proceeds from redemptions of held-to-maturity securities		1,230			79,517
Capital expenditures		(296,458	)		(204,193	)
Proceeds from sales of property, plant and equipment		8,280			18,311
Acquisitions of finance subsidiaries-receivables		(1,157,260	)		(1,629,600	)
Collections of finance subsidiaries-receivables		1,276,994			1,567,415
Sales (purchases) of finance subsidiaries-receivables, net		(42,714	)		—
Purchase of operating lease assets		(379,793	)		(586,391	)
Proceeds from sales of operating lease assets		143,498			298,308

Net cash used in investing activities		(464,297	)		(615,331	)

- 21 -

[3] Consolidated Statements of Cash Flows – continued


	Yen (millions)
	Nine months ended Dec. 31, 2009 unaudited			Nine months ended Dec. 31, 2010 unaudited
Cash flows from financing activities:
Increase (decrease) in short-term debt, net		(594,131	)		127,340
Proceeds from long-term debt		939,245			579,844
Repayment of long-term debt		(659,844	)		(612,441	)
Dividends paid		(43,550	)		(65,136	)
Dividends paid to noncontrolling interests		(14,185	)		(15,641	)
Payment for purchase of treasury stock, net		(12	)		(34,794	)

Net cash provided by (used in) financing activities		(372,477	)		(20,828	)

Effect of exchange rate changes on cash and cash equivalents		5,968			(90,704	)

Net change in cash and cash equivalents		374,604			38,767
Cash and cash equivalents at beginning of year		690,369			1,119,902

Cash and cash equivalents at end of period		1,064,973			1,158,669

- 22 -

[4] Assumptions for Going Concern

None

[5] Segment Information

Honda has four reportable segments: the Motorcycle business, the Automobile business, the Financial services business and the Power product & other businesses, which are based on Honda’s organizational structure and characteristics of products and services. Operating segments are defined as components of Honda’s about which separate financial information is available that is evaluated regularly by management in deciding how to allocate resources and in assessing performance. The accounting policies used for these reportable segments are consistent with the accounting policies used in Honda’s consolidated financial statements.

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


Segment	Principal products and services	Functions
Motorcycle business	Motorcycles, all-terrain vehicles (ATVs) and relevant parts	Research & Development, Manufacturing, Sales and related services

Automobile business	Automobiles and relevant parts	Research & Development, Manufacturing Sales and related services

Financial services business	Financial, insurance services	Retail loan and lease related to Honda products, and Others

Power product & Other businesses	Power products and relevant parts, and others	Research & Development, Manufacturing Sales and related services, and Others

1. Segment information based on products and services

(A) As of and for the three months ended December 31, 2009


	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Power Product & Other Businesses			Segment Total		Reconciling Items			Other Adjustments		Consolidated
Net sales and other operating revenue:
External customers		273,460		1,749,537		151,031		66,712			2,240,740		—			—		2,240,740
Intersegment		—		—		2,998		7,178			10,176		(10,176	)		—		—

Total		273,460		1,749,537		154,029		73,890			2,250,916		(10,176	)		—		2,240,740

Segment income (loss)		15,855		110,426		53,655		(2,965	)		176,971		—			—		176,971

As of and for the three months ended December 31, 2010


	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Power Product & Other Businesses			Segment Total		Reconciling Items			Other Adjustments			Consolidated
Net sales and other operating revenue:
External customers		301,996		1,613,841		136,442		68,023			2,120,302		—			(9,888	)		2,110,414
Intersegment		—		7,222		2,854		7,097			17,173		(17,173	)		—			—

Total		301,996		1,621,063		139,296		75,120			2,137,475		(17,173	)		(9,888	)		2,110,414

Segment income (loss)		29,132		68,400		44,603		(2,079	)		140,056		—			(14,403	)		125,653

- 23 -

(B) As of and for the nine months ended December 31, 2009


	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Power Product & Other Businesses			Segment Total		Reconciling Items			Other Adjustments		Consolidated
Net sales and other operating revenue:
External customers		805,138		4,833,467		461,978		199,024			6,299,607		—			—		6,299,607
Intersegment		—		—		9,456		21,115			30,571		(30,571	)		—		—

Total		805,138		4,833,467		471,434		220,139			6,330,178		(30,571	)		—		6,299,607

Segment income (loss)		30,817		102,758		147,683		(13,580	)		267,678		—			—		267,678

Assets		993,332		5,019,260		5,507,408		276,334			11,796,334		(291,523	)		—		11,504,811
Depreciation and amortization		36,516		251,300		173,756		9,382			470,954		—			—		470,954
Capital expenditures		29,175		225,260		381,575		18,389			654,399		—			—		654,399

As of and for the nine months ended December 31, 2010


	Yen (millions)
	Motorcycle Business		Automobile Business		Financial Services Business		Power Product & Other Businesses			Segment Total		Reconciling Items			Other Adjustments			Consolidated
Net sales and other operating revenue:
External customers		935,082		5,148,743		427,346		212,617			6,723,788		—			—			6,723,788
Intersegment		—		10,270		8,759		20,149			39,178		(39,178	)		—			—

Total		935,082		5,159,013		436,105		232,766			6,762,966		(39,178	)		—			6,723,788

Segment income (loss)		90,460		303,727		146,672		(3,167	)		537,692		—			(14,123	)		523,569

Assets		944,662		4,764,066		5,427,253		283,030			11,419,011		(159,399	)		—			11,259,612
Depreciation and amortization		30,542		212,922		161,287		8,536			422,287		—			—			422,287
Capital expenditures		21,086		171,191		587,981		7,198			787,456		—			—			787,456

Explanatory notes:

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

Unallocated corporate assets, included in reconciling items, amounted to JPY 293,235 million as of December 31, 2009 and JPY 393,266 million as of December 31, 2010 respectively, which consist primarily of cash and cash equivalents, available-for-sale securities and held-to-maturity securities held by the Company. Reconciling items also include elimination of intersegment transactions.

3.	Depreciation and amortization of Financial Services Business include JPY 171,724 million for the nine months ended December 31, 2009 and JPY 160,036 million for the nine months ended December 31, 2010, respectively, of depreciation of property on operating leases.

4.	Capital expenditure of Financial Services Business includes JPY 379,793 million for the nine months ended December 31, 2009 and JPY 586,391 million for the nine months ended December 31, 2010 respectively, of purchase of operating lease assets.

For further information on other adjustments, refer to “Other 4. Out-of-period adjustments”. The amount of out-of-period adjustments are not used by management in deciding how to allocate resources and in assessing the Company’s operating performance. Therefore, the adjustments are not included in Power product and other businesses but as other adjustments for the three months and nine months periods ended December 31, 2010.

- 24 -

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

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

(A) As of and for the three months ended December 31, 2009


	Yen (millions)
	Japan		North America		Europe			Asia		Other Regions		Total		Reconciling Items			Other Adjustments		Consolidated
Net sales and other operating revenue:
External customers		498,019		990,153		167,373			348,678		236,517		2,240,740		—			—		2,240,740
Transfers between geographic areas		372,524		38,819		14,845			48,502		4,525		479,215		(479,215	)		—		—

Total		870,543		1,028,972		182,218			397,180		241,042		2,719,955		(479,215	)		—		2,240,740

Operating income (loss)		10,034		110,778		(6,857	)		35,024		17,439		166,418		10,553			—		176,971

As of and for the three months ended December 31, 2010


	Yen (millions)
	Japan		North America		Europe			Asia		Other Regions		Total		Reconciling Items			Other Adjustments			Consolidated
Net sales and other operating revenue:
External customers		404,219		964,492		132,514			387,477		231,600		2,120,302		—			(9,888	)		2,110,414
Transfers between geographic areas		463,331		47,319		18,226			58,044		7,291		594,211		(594,211	)		—			—

Total		867,550		1,011,811		150,740			445,521		238,891		2,714,513		(594,211	)		(9,888	)		2,110,414

Operating income (loss)		14,633		89,698		(9,436	)		35,780		15,690		146,365		(6,309	)		(14,403	)		125,653

- 25 -

(B) As of and for the nine months ended December 31, 2009


	Yen (millions)
	Japan			North America		Europe			Asia		Other Regions		Total		Reconciling Items			Other Adjustments			Consolidated
Net sales and other operating revenue:
External customers		1,351,857			2,791,075		576,460			950,906		629,309		6,299,607		—			—			6,299,607
Transfers between geographic areas		1,059,593			113,129		40,896			138,519		15,861		1,367,998		(1,367,998	)		—			—

Total		2,411,450			2,904,204		617,356			1,089,425		645,170		7,667,605		(1,367,998	)		—			6,299,607

Operating income (loss)		(20,348	)		165,655		(3,227	)		82,931		26,908		251,919		15,759			—			267,678

Assets		2,964,280			6,255,701		617,287			1,007,719		589,558		11,434,545		70,266			—			11,504,811
Long-lived assets		1,151,134			1,849,406		112,493			240,728		157,041		3,510,802		—			—			3,510,802
As of and for the nine months ended December 31, 2010
	Yen (millions)
	Japan			North America		Europe			Asia		Other Regions		Total		Reconciling Items			Other Adjustments			Consolidated
Net sales and other operating revenue:
External customers		1,377,539			3,017,225		447,418			1,189,687		691,919		6,723,788		—			—			6,723,788
Transfers between geographic areas		1,339,789			154,054		54,521			179,068		25,858		1,753,290		(1,753,290	)		—			—

Total		2,717,328			3,171,279		501,939			1,368,755		717,777		8,477,078		(1,753,290	)		—			6,723,788

Operating income (loss)		87,919			276,364		(8,438	)		118,530		56,389		530,764		6,928			(14,123	)		523,569

Assets		2,895,405			6,025,463		492,882			1,046,431		663,111		11,123,292		136,320			—			11,259,612
Long-lived assets		1,059,010			1,744,305		97,808			219,810		146,464		3,267,397		—			—			3,267,397

Explanatory notes:

1.	Major countries or regions in each geographic area:


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

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

4.	For further information on other adjustments, refer to “Other 4. Out-of-period adjustments”. The adjustments are not included in Japan but as other adjustments for the three months and nine months periods ended December 31, 2010.

- 26 -

[6] Information Related to Honda Motor Co., Ltd. Shareholders’ Equity

As of and for the nine months ended December 31, 2010

1. Information concerning dividends

(a)	Dividends paid during the period

Resolved at the General Meeting of Shareholders on June 24, 2010


Total amount of dividends (million yen)			21,775
Dividend per share of common stock (yen)			12.00
Record date			March 31, 2010
Effective date			June 25, 2010
Resource for dividend			Retained earnings

Resolved by the Board of Directors at its meeting held on July 30, 2010


Total amount of dividends (million yen)			21,733
Dividend per share of common stock (yen)			12.00
Record date			June 30, 2010
Effective date			August 26, 2010
Resource for dividend			Retained earnings

Resolved by the Board of Directors at its meeting held on October 29, 2010


Total amount of dividends (million yen)			21,627
Dividend per share of common stock (yen)			12.00
Record date			September 30, 2010
Effective date			November 25, 2010
Resource for dividend			Retained earnings

(b)	Dividends to be paid for the nine months ended December 31, 2010, of which effective date is after December 31, 2010

Resolved by the Board of Directors at its meeting held on January 31, 2011


Total amount of dividends (million yen)			27,034
Dividend per share of common stock (yen)			15.00
Record date			December 31, 2010
Effective date			February 25, 2011
Resource for dividend			Retained earnings

2. Significant changes in Honda Motor Co., Ltd. shareholders’ equity

None

[7] Income Taxes

The Company has decreased a portion of unrecognized tax benefits related to transfer pricing matters of overseas transactions between the Company and foreign affiliates for the three months ended June 30, 2010. Due primarily to this accounting treatment, the effective tax rate of Honda for the nine months ended December 31, 2010 differs from Honda’s statutory income tax rate, which is 40% for the fiscal year ending March 31, 2011.

The Company has reversed the related deferred tax assets due to the decrease in the amount of foreign tax credit expected to be utilized as of December 31, 2010. Due primarily to this accounting treatment, the effective tax rate of Honda for the three months ended December 31, 2010 differs from Honda’s statutory income tax rate, which is 40% for the fiscal year ending March 31, 2011.

- 27 -

[8] Unit Sales Breakdown

For the three months and nine months ended December 31, 2009 and 2010


	Unit (thousands)
	Three months ended Dec. 31, 2009			Three months ended Dec. 31, 2010			Nine months ended Dec. 31, 2009			Nine months ended Dec. 31, 2010
MOTORCYCLES

Japan		34			46			131			138
		(34	)		(46	)		(131	)		(138	)
North America		47			44			144			147
		(22	)		(21	)		(75	)		(69	)
Europe		38			39			140			144
		(36	)		(36	)		(135	)		(138	)
Asia		1,892			2,341			5,575			6,868
		(1,892	)		(2,341	)		(5,575	)		(6,868	)
Other Regions		367			425			1,047			1,214
		(363	)		(422	)		(1,038	)		(1,204	)

Total		2,378			2,895			7,037			8,511
		(2,347	)		(2,866	)		(6,954	)		(8,417	)
AUTOMOBILES

Japan		177			118			463			440
North America		344			364			967			1,102
Europe		49			41			191			142
Asia		275			265			713			770
Other Regions		69			67			184			198

Total		914			855			2,518			2,652

POWER PRODUCTS

Japan		74			89			220			284
North America		283			350			1,162			1,379
Europe		233			254			622			684
Asia		263			307			778			1,018
Other Regions		145			157			331			398

Total		998			1,157			3,113			3,763

Explanatory notes:

1.	The geographical breakdown of unit sales is based on the location of external customers.

2.	Unit sales are the total of sales of completed products of Honda and its consolidated subsidiaries, and sales of parts for local production at Honda’s affiliates accounted for under the equity method.

3.	Figures in brackets represent unit sales of motorcycles only.

Unit sales of Power product business include all trilateral trade transactions from the fiscal year ended March 31, 2010. This change was made and reported by retrospective application in the three months ended March 31, 2010. Honda adjusted unit sales of Power product business for the nine months ended December 31, 2009 to conform to the presentation used for the nine months ended December 31, 2010.

- 28 -

[9] Net Sales Breakdown

For the three months and nine months ended December 31, 2009 and 2010

Yen (millions)

Three months ended
Dec. 31, 2009

Three months ended
Dec. 31, 2010

Nine months ended
Dec. 31, 2009

Nine months ended
Dec. 31, 2010

MOTORCYCLE BUSINESS

Japan

14,397

16,872

49,991

52,473

North America

19,484

20,904

77,008

79,372

Europe

22,674

18,650

86,955

73,894

Asia

114,797

136,672

323,428

409,014

Other Regions

102,108

108,898

267,756

320,329

Total

273,460

301,996

805,138

935,082

AUTOMOBILE BUSINESS

Japan

375,535

280,345

999,182

992,515

North America

816,679

803,337

2,233,062

2,488,266

Europe

129,250

97,898

443,134

325,219

Asia

280,953

294,865

766,803

920,351

Other Regions

147,120

137,396

391,286

422,392

Total

1,749,537

1,613,841

4,833,467

5,148,743

FINANCIAL SERVICES BUSINESS

Japan

6,109

6,735

18,428

19,723

North America

137,246

121,627

422,431

384,169

Europe

2,703

2,245

8,150

7,004

Asia

1,047

938

3,270

2,846

Other Regions

3,926

4,897

9,699

13,604

Total

151,031

136,442

461,978

427,346

POWER PRODUCT & OTHER BUSINESSES

Japan

27,311

26,865

73,996

74,512

North America

12,496

12,243

48,290

49,376

Europe

11,031

11,438

34,589

34,891

Asia

9,409

11,012

26,163

36,344

Other Regions

6,465

6,465

15,986

17,494

Total

66,712

68,023

199,024

212,617

Other Adjustments

—

(9,888

)

—

TOTAL

Japan

423,352

330,817

1,141,597

1,139,223

North America

985,905

958,111

2,780,791

3,001,183

Europe

165,658

130,231

572,828

441,008

Asia

406,206

443,487

1,119,664

1,368,555

Other Regions

259,619

257,656

684,727

773,819

Total

2,240,740

2,110,414

6,299,607

6,723,788

Other Adjustments

—

(9,888

)

—

Explanatory notes:

1.	The geographical breakdown of net sales is based on the location of external customers.

2.	Net sales of Power product & Other businesses include revenue from sales of power products and relevant parts, leisure businesses and trading businesses.

3.	For further information on other adjustments, refer to “Others 4. Out-of-period adjustments”.

- 29 -

January 31, 2011

Honda Motor Co., Ltd.

CONSOLIDATED FINANCIAL SUMMARY 1

FOR THE FISCAL THIRD QUARTER AND THE FISCAL NINE MONTHS ENDED DECEMBER 31, 2010


		Third Quarter Results												Nine Months Results												Fiscal Year Results and Forecasts
Yen (billions), Unit (thousands)		3 months ended Dec. 31, 2009			3 months ended Dec. 31, 2010			change			%			9 months ended Dec. 31, 2009			9 months ended Dec. 31, 2010			change			%			Year ended Mar. 31, 2010			Year ending Mar. 31, 2011			change			%
Net sales and other operating revenue			2,240.7			2,110.4			-130.3			-5.8	%		6,299.6			6,723.7			424.1			6.7	%		8,579.1			8,900.0			320.8			3.7	%
Operating income <as a percentage of net sales>			176.9 <7.9	%>		125.6 <6.0	%>		-51.3			-29.0	%		267.6 <4.2	%>		523.5 <7.8	%>		255.8			95.6	%		363.7 <4.2	%>		620.0 <7.0	%>		256.2			70.4	%
Income before income taxes and equity in income of affiliates <as a percentage of net sales>			171.0 <7.6	%>		131.5 <6.2	%>		-39.4			-23.1	%		242.6 <3.9	%>		553.9 <8.2	%>		311.3			128.3	%		336.1 <3.9	%>		665.0 <7.5	%>		328.8			97.8	%
Equity in income of affiliates <as a percentage of net sales>			32.8 <1.5	%>		43.4 <2.1	%>		10.6			32.4	%		69.3 <1.1	%>		114.7 <1.7	%>		45.3			65.3	%		93.2 <1.1	%>		130.0 <1.5	%>		36.7			39.4	%
Net income attributable to Honda Motor Co., Ltd. <as a percentage of net sales>			134.6 <6.0	%>		81.1 <3.8	%>		-53.5			-39.7	%		196.2 <3.1	%>		489.5 <7.3	%>		293.3			149.5	%		268.4 <3.1	%>		530.0 <6.0	%>		261.6			97.5	%
Change Factors in Operating income									-51.3												255.8												256.2
Change in revenue, model mix, etc. excluding currency effects									17.4												286.4												342.9
Cost reduction, the effect of raw material cost fluctuations, etc.									3.0												129.2												148.0
Change in SG&A expenses, excluding currency effects									-15.4												-27.9												-44.0
Change in R&D expenses									-11.8												-38.4												-36.7
Currency effects									-44.5												-93.5												-154.0
Change in average rates									(-32.0	)											(-65.5	)											(-105.0	)
Translation effects									(-12.4	)											(-27.9	)											(-49.0	)
Change Factors in Other income/expenses									11.8												55.4												72.5
Unrealized gains and losses related to derivative instruments									5.0												-3.1												-23.0
Others									6.7												58.5												95.5
Honda’s average rates	USD=		JPY 89						JPY 83						JPY 93						JPY 87						JPY 93			JPY 85 (4Q : JPY 80)
Honda’s average rates	EUR=		JPY 133						JPY 112						JPY 133						JPY 114						JPY 130			JPY 112 (4Q : JPY 105)
Capital expenditures			98.2						57.8						261.8						190.4						329.7						330.0
Depreciation and amortization			89.8						78.6						274.8						242.6						366.6						330.0
Research and development expenses			112.2						124.1						325.3						363.7						463.3						500.0
Unit Sales
Motorcycle business			2,378			2,895			517			21.7	%		7,037			8,511			1,474			20.9	%		9,639			11,535			1,896			19.7	%
Japan			34			46			12			35.3	%		131			138			7			5.3	%		190			190			0			0.0	%
North America			47			44			-3			-6.4	%		144			147			3			2.1	%		189			185			-4			-2.1	%
Europe			38			39			1			2.6	%		140			144			4			2.9	%		199			205			6			3.0	%
Asia			1,892			2,341			449			23.7	%		5,575			6,868			1,293			23.2	%		7,628			9,295			1,667			21.9	%
Other Regions			367			425			58			15.8	%		1,047			1,214			167			16.0	%		1,433			1,660			227			15.8	%
Automobile business			914			855			-59			-6.5	%		2,518			2,652			134			5.3	%		3,392			3,580			188			5.5	%
Japan			177			118			-59			-33.3	%		463			440			-23			-5.0	%		646			595			-51			-7.9	%
North America			344			364			20			5.8	%		967			1,102			135			14.0	%		1,297			1,475			178			13.7	%
Europe			49			41			-8			-16.3	%		191			142			-49			-25.7	%		249			205			-44			-17.7	%
Asia			275			265			-10			-3.6	%		713			770			57			8.0	%		950			1,040			90			9.5	%
Other Regions			69			67			-2			-2.9	%		184			198			14			7.6	%		250			265			15			6.0	%
Power product business			998			1,157			159			15.9	%		3,113			3,763			650			20.9	%		4,744			5,610			866			18.3	%
Japan			74			89			15			20.3	%		220			284			64			29.1	%		322			370			48			14.9	%
North America			283			350			67			23.7	%		1,162			1,379			217			18.7	%		1,818			2,265			447			24.6	%
Europe			233			254			21			9.0	%		622			684			62			10.0	%		1,066			1,130			64			6.0	%
Asia			263			307			44			16.7	%		778			1,018			240			30.8	%		1,069			1,310			241			22.5	%
Other Regions			145			157			12			8.3	%		331			398			67			20.2	%		469			535			66			14.1	%

Notes:

1	In this chart, “change” is calculated on the comparison with the same period of previous year.

2	Capital expenditures exclude purchase of operating lease assets and acquisition of intangible assets, and depreciation and amortization exclude depreciation of property on operating leases and amortization of intangible assets.

3	Unit sales are the total of sales of completed products of Honda and its consolidated subsidiaries, and sales of parts for local production at Honda’s affiliates accounted for under the equity method.

Unit sales of Power product business include all trilateral trade transactions from the fiscal year ended March 31, 2010. This change was made and reported by retrospective application in the three months ended March 31, 2010. Honda adjusted unit sales of Power product business for the three months and the fiscal nine months ended December 31, 2009 to conform to the presentation used for the fiscal year ended March 31, 2010.

7	Please refer to “Other 4. Out-of-period adjustments” in FY2011 3rd Quarter Financial Results

This announcement contains “forward-looking statements” of Honda. Such statements are based on management’s assumptions and beliefs taking into account information currently available to it. Therefore, please be advised that Honda’s actual results could differ materially from those described in these forward-looking statements as a result of numerous factors, including general economic conditions in Honda’s principal markets and foreign exchange rates between the Japanese yen and the U.S. dollar, the Euro and other major currencies, as well as other factors detailed from time to time. The various factors for increases and decreases in income have been classified in accordance with a method that Honda considers reasonable.

January 31, 2011

Honda Motor Co., Ltd.

CONSOLIDATED FINANCIAL SUMMARY 2

FOR THE FISCAL NINE MONTHS ENDED DECEMBER 31, 2010

Unaudited Consolidated Balance Sheets

Divided into Non-financial Services Businesses and Finance Subsidiaries


	Yen (millions)
	Dec. 31, 2010			Mar. 31, 2010
Assets
<Non-financial services businesses>
Current Assets:		3,402,975			3,535,061
Cash and cash equivalents		1,101,608			1,100,695
Trade accounts and notes receivable, net		404,915			525,768
Inventories		941,723			935,629
Other current assets		954,729			972,969
Investments and advances		930,962			880,721
Property, plant and equipment, net		1,895,878			2,068,119
Other assets		352,609			446,218

Total assets		6,582,424			6,930,119

<Finance Subsidiaries>
Cash and cash equivalents		57,061			19,207
Finance subsidiaries—short-term receivables, net		1,113,017			1,112,984
Finance subsidiaries—long-term receivables, net		2,266,736			2,362,813
Net property on operating leases		1,273,922			1,308,147
Other assets		716,517			738,637

Total assets		5,427,253			5,541,788

Reconciling Items		(750,065	)		(842,792	)

Total assets		11,259,612			11,629,115

Liabilities and Equity
<Non-financial services businesses>
Current liabilities:		1,519,584			1,736,752
Short-term debt		216,700			211,325
Current portion of long-term debt		22,729			24,795
Trade payables		692,191			833,326
Accrued expenses		388,896			457,146
Other current liabilities		199,068			210,160
Long-term debt, excluding current portion		165,095			174,197
Other liabilities		871,909			1,024,017

Total liabilities		2,556,588			2,934,966

<Finance Subsidiaries>
Short-term debt		1,344,707			1,385,032
Current portion of long-term debt		905,744			703,434
Accrued expenses		88,465			125,788
Long-term debt, excluding current portion		1,904,391			2,155,243
Other liabilities		490,674			488,970
Total liabilities		4,733,981			4,858,467
Reconciling Items		(545,593	)		(620,748	)
Total liabilities		6,744,976			7,172,685
Honda Motor Co., Ltd. shareholders’ equity		4,388,486			4,328,640
Noncontrolling interests		126,150			127,790

Total equity		4,514,636			4,456,430

Total liabilities and equity		11,259,612			11,629,115

Notes:

Please refer to “Other 3. Change in accounting procedures for consolidated quarterly financial results” and “Other 4. Out-of-period adjustments” in FY2011 3rd Quarter Financial Results.

January 31, 2011

Honda Motor Co., Ltd.

CONSOLIDATED FINANCIAL SUMMARY 3

FOR THE FISCAL NINE MONTHS ENDED DECEMBER 31, 2010

Unaudited Consolidated Statements of Cash Flows

Divided into Non-financial Services Businesses and Finance Subsidiaries


	Yen (millions)
For the nine months ended December 31, 2009	Non-financial services businesses			Finance subsidiaries			Reconciling Items			Consolidated
Cash flows from operating activities:
Net Income		124,702			79,210			—			203,912
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		297,198			173,756			—			470,954
Deferred income taxes		1,950			24,875			—			26,825
Equity in income of affiliates		(69,398	)		—			—			(69,398	)
Dividends from affiliates		86,016			—			—			86,016
Impairment loss on investments in securities		313			—			—			313
Impairment loss on long-lived assets and goodwill		54			3,265			—			3,319
Loss (gain) on derivative instruments, net		(8,370	)		(20,942	)		—			(29,312	)
Decrease (increase) in trade accounts and notes receivable		41,488			63,615			(2,757	)		102,346
Decrease (increase) in inventories		351,805			—			—			351,805
Increase (decrease) in trade accounts and notes payable		20,239			—			(3,078	)		17,161
Other, net		10,989			24,775			5,705			41,469

Net cash provided by operating activities		856,986			348,554			(130	)		1,205,410

Cash flows from investing activities:
* Decrease (increase) in investments and advances		113,273			(5,708	)		(124,409	)		(16,844	)
Capital expenditures		(294,676	)		(1,782	)		—			(296,458	)
Proceeds from sales of property, plant and equipment		8,068			212			—			8,280
Decrease (increase) in finance subsidiaries-receivables		—			68,214			8,806			77,020
Purchase of operating lease assets		—			(379,793	)		—			(379,793	)
Proceeds from sales of operating lease assets		—			143,498			—			143,498

Net cash used in investing activities		(173,335	)		(175,359	)		(115,603	)		(464,297	)

Cash flows from financing activities:
* Increase (decrease) in short-term debt, net		(345,805	)		(364,457	)		116,131			(594,131	)
* Proceeds from long-term debt		104,970			836,915			(2,640	)		939,245
* Repayment of long-term debt		(16,657	)		(645,429	)		2,242			(659,844	)
Dividends paid		(43,550	)		—			—			(43,550	)
Dividends paid to noncontrolling interests		(14,185	)		—			—			(14,185	)
Sales (purchases) of treasury stock, net		(12	)		—			—			(12	)

Net cash provided by (used in) financing activities		(315,239	)		(172,971	)		115,733			(372,477	)

Effect of exchange rate changes on cash and cash equivalents		5,337			631			—			5,968

Net change in cash and cash equivalents		373,749			855			—			374,604

Cash and cash equivalents at beginning of period		668,114			22,255			—			690,369

Cash and cash equivalents at end of period		1,041,863			23,110			—			1,064,973

January 31, 2011

Honda Motor Co., Ltd.

CONSOLIDATED FINANCIAL SUMMARY 3

FOR THE FISCAL NINE MONTHS ENDED DECEMBER 31, 2010

Unaudited Consolidated Statements of Cash Flows

Divided into Non-financial Services Businesses and Finance Subsidiaries


	Yen (millions)
For the nine months ended December 31, 2010	Non-financial services businesses			Finance subsidiaries			Reconciling Items			Consolidated
Cash flows from operating activities:
Net Income		423,413			87,586			—			510,999
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		261,000			161,287			—			422,287
Deferred income taxes		41,234			75,931			—			117,165
Equity in income of affiliates		(114,742	)		—			—			(114,742	)
Dividends from affiliates		44,156			—			—			44,156
Impairment loss on investments in securities		673			—			—			673
Impairment loss on long-lived assets and goodwill		534			—			—			534
Loss (gain) on derivative instruments, net		(14,453	)		(12,191	)		—			(26,644	)
Decrease (increase) in trade accounts and notes receivable		67,766			6,388			(438	)		73,716
Decrease (increase) in inventories		(93,519	)		—			—			(93,519	)
Increase (decrease) in trade accounts and notes payable		(59,020	)		—			(2,320	)		(61,340	)
Other, net		(87,540	)		(23,523	)		3,408			(107,655	)

Net cash provided by operating activities		469,502			295,478			650			765,630

Cash flows from investing activities:
* Decrease (increase) in investments and advances		(96,029	)		5,595			11,253			(79,181	)
Capital expenditures		(202,603	)		(1,590	)		—			(204,193	)
Proceeds from sales of property, plant and equipment		17,890			421			—			18,311
Decrease (increase) in finance subsidiaries-receivables		—			(65,266	)		3,081			(62,185	)
Purchase of operating lease assets		—			(586,391	)		—			(586,391	)
Proceeds from sales of operating lease assets		—			298,308			—			298,308

Net cash used in investing activities		(280,742	)		(348,923	)		14,334			(615,331	)

Cash flows from financing activities:
* Increase (decrease) in short-term debt, net		28,153			114,784			(15,597	)		127,340
* Proceeds from long-term debt		12,011			571,272			(3,439	)		579,844
* Repayment of long-term debt		(18,659	)		(597,834	)		4,052			(612,441	)
Dividends paid		(65,136	)		—			—			(65,136	)
Dividends paid to noncontrolling interests		(15,641	)		—			—			(15,641	)
Sales (purchases) of treasury stock, net		(34,794	)		—			—			(34,794	)

Net cash provided by (used in) financing activities		(94,066	)		88,222			(14,984	)		(20,828	)

Effect of exchange rate changes on cash and cash equivalents		(93,781	)		3,077			—			(90,704	)

Net change in cash and cash equivalents		913			37,854			—			38,767

Cash and cash equivalents at beginning of period		1,100,695			19,207			—			1,119,902

Cash and cash equivalents at end of period		1,101,608			57,061			—			1,158,669

Notes:

Non-financial services businesses lend to finance subsidiaries. These cash flows are included in the decrease (increase) in investments and advances, increase (decrease) in short-term debt, proceeds from long-term debt, and repayment of long-term debt (marked by *). The amount of the loans to finance subsidiaries is a JPY 124,409 million decrease for the fiscal nine months ended December 31, 2009, and a JPY 11,253 million increase for the fiscal nine months ended December 31, 2010, respectively.

2	Decrease (increase) in trade accounts and notes receivable for finance subsidiaries is due to the reclassification of finance subsidiaries-receivables which relate to sales of inventory in the unaudited consolidated statements of cash flows presented above.

[Translation]

January 31, 2011

To:	Shareholders of Honda Motor Co., Ltd.

From:

Honda Motor Co., Ltd.

1-1, Minami-Aoyama 2-chome,

Minato-ku, Tokyo, 107-8556

Takanobu Ito

President and Representative Director

Notice of Resolution by the Board of Directors

Concerning Distribution of Surplus (Quarterly Dividends) and Revision of Dividend Forecast for Fiscal 2011

The Board of Directors of Honda Motor Co., Ltd., (the “Company”), at its meeting held on January 31, 2011, resolved to make a distribution of surplus (quarterly dividends) the record date of which is December 31, 2010, and revised the amount of the projected dividend per share of common stock for the year ending March 31, 2011 as follows.

Particulars

1.	Details of Distribution of Surplus (Quarterly Dividends)


	Resolution	Previous Dividends Forecast (Announced on October 29, 2010)	Dividends Paid for the Third Quarter in Fiscal 2010
Record Date	December 31, 2010	Same as on left	December 31, 2009
Dividend per Share of Common Stock (yen)	15	12	10
Total Amount of Dividends (million yen)	27,034	—	18,146
Effective Date	February 25, 2011	—	February 26, 2010
Resource for Dividend	Retained Earnings	—	Retained Earnings

2.	Details of the Revised Dividend Payments


	Dividends Per Share (yen)
Record Date	The End of First Quarter		The End of Second Quarter (Interim)		The End of Third Quarter		Year-end		Total
Latest Dividend Forecast (Announced on October 29, 2010)		—		—		—		12		48
Projected Dividends		—		—		—		15		54
Performance in Fiscal 2011		12		12		15		—		—
Performance in Fiscal 2010		8		8		10		12		38

3.	The basis for revising the projected dividends for the fiscal year ending March 31, 2011 which was announced on October 29, 2010

The Company considers the redistribution of profits to its shareholders to be one of the most important management issues, and makes distributions after taking into account its long-term consolidated earnings performance. The Company resolved that ¥15 of the quarterly dividend payment per share of common stock for the third quarter is expected to be paid considering its forecast for consolidated financial results for the fiscal year ending March 31, 2011. The Company also revised the amount of the projected dividend per share of common stock for the year ending March 31, 2011 that was announced on October 29, 2010.