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 2013

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 31, 2013, Honda Motor Co., Ltd. announced its consolidated financial results for the fiscal third quarter and the fiscal nine-month period ended December 31, 2012.

Exhibit 2:

On January 31, 2013, Honda Motor Co., Ltd (the “Company”) announced that the Company has resolved at a meeting of its board of directors, to request the cancellation of the listing of its Shares of Common Stock Y50 each (ISIN: JP3854600008) (the “Shares”) on the Official List of the UK Listing Authority and the cancellation of the admission to trading of its Shares on the Main Market of the London Stock Exchange.

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/ Fumihiko Ike

Fumihiko Ike

Senior Managing Officer and Director

Chief Financial Officer

Honda Motor Co., Ltd.

Date: February 5, 2013

January 31, 2013

HONDA MOTOR CO., LTD. REPORTS

CONSOLIDATED FINANCIAL RESULTS

FOR THE FISCAL THIRD QUARTER AND

THE FISCAL NINE-MONTH PERIOD ENDED DECEMBER 31, 2012

Tokyo, January 31, 2013 — Honda Motor Co., Ltd. today announced its consolidated financial results for the fiscal third quarter and the fiscal nine-month period ended December 31, 2013.

Third Quarter Results

Honda’s consolidated net income attributable to Honda Motor Co., Ltd. for the fiscal third quarter ended December 31, 2012 totaled JPY 77.4 billion (USD 894 million), an increase of 62.5% from the same period last year. Basic net income attributable to Honda Motor Co., Ltd. per common share for the quarter amounted to JPY 42.97 (USD 0.50), an increase of JPY 16.52 (USD 0.19) from JPY 26.45 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 2,425.7 billion (USD 28,018 million), an increase of 24.9% from the same period last year, due primarily to increased revenue in automobile business operations, as production recovered from the impact of the Thai flood.

Consolidated operating income for the quarter amounted to JPY 131.9 billion (USD 1,524 million), an increase of 197.8% from the same period last year, due primarily to an increase in sales volume and model mix and cost reduction, despite increased SG&A expenses and R&D expenses.

Consolidated income before income taxes and equity in income of affiliates for the quarter totaled JPY 89.7 billion (USD 1,037 million), an increase of 53.5% from the same period last year.

Equity in income of affiliates amounted to JPY 21.4 billion (USD 247 million) for the quarter, a decrease of 6.5% from the corresponding period last year.

- 1 -

Business Segment

Motorcycle Business

For the three months ended December 31, 2011 and 2012


	Unit (Thousands)
	Honda Group Unit Sales								Consolidated Unit Sales
	Three months ended Dec. 31, 2011		Three months ended Dec. 31, 2012		Change		%		Three months ended Dec. 31, 2011		Three months ended Dec. 31, 2012		Change		%
Motorcycle business		3,609		3,815		206		5.7		2,031		2,350		319		15.7
Japan		51		51		0		0.0		51		51		0		0.0
North America		48		62		14		29.2		48		62		14		29.2
Europe		31		29		- 2		- 6.5		31		29		- 2		- 6.5
Asia		2,983		3,225		242		8.1		1,405		1,760		355		25.3
Other Regions		496		448		- 48		- 9.7		496		448		- 48		- 9.7

With respect to Honda’s sales for the fiscal third quarter by business segment, in motorcycle business operation, revenue from sales to external customers increased 1.7%, to JPY 307.8 billion (USD 3,555 million) from the same period last year, due mainly to increase of the consolidated unit sales, despite of the unfavorable foreign currency translation effects. Operating income totaled JPY 22.8 billion (USD 263 million), a decrease of 11.8% from the same period last year, due primarily to the unfavorable foreign currency effects, despite an increase in cost reduction.

Automobile Business

For the three months ended December 31, 2011 and 2012


	Unit (Thousands)
	Honda Group Unit Sales								Consolidated Unit Sales
	Three months ended Dec. 31, 2011		Three months ended Dec. 31, 2012		Change		%		Three months ended Dec. 31, 2011		Three months ended Dec. 31, 2012		Change		%
Automobile business		783		986		203		25.9		622		841		219		35.2
Japan		136		138		2		1.5		134		135		1		0.7
North America		366		454		88		24.0		366		454		88		24.0
Europe		38		38		0		0.0		38		38		0		0.0
Asia		195		279		84		43.1		36		137		101		280.6
Other Regions		48		77		29		60.4		48		77		29		60.4

Note: Honda Group Unit Sales is the total unit sales of completed products of Honda, its consolidated subsidiaries and its affiliates accounted for under the equity method. Consolidated Unit Sales is the total unit sales of completed products corresponding to consolidated net sales 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 are accounted for as operating leases in conformity with U.S. generally accepted accounting principles and are not included in consolidated net sales to the external customers in our automobile business. As a result, they are not included in Consolidated Unit Sales, but are included in Honda Group Unit Sales of our automobile business.

In automobile business operation, revenue from sales to external customers increased 32.0%, to JPY 1,915.5 billion (USD 22,125 million) from the same period last year due mainly to an increase in consolidated unit sales and favorable foreign currency translation effects. Operating income totaled JPY 70.9 billion (USD 819 million), an increase of JPY 87.9 billion (USD 1,016 million) from the same period last year, due primarily to an increase in sales volume and model mix and cost reduction, despite increased SG&A expenses.

- 2 -

Financial Services Business

Revenue from customers in the financial services business increased 8.4%, to JPY 135.3 billion (USD 1,563 million) from the same period last year due to increase of the revenue of operating lease and favorable foreign currency translation effects. Operating income increased 1.4% to JPY 38.1 billion (USD 440 million) from the same period last year due mainly to decrease of SG&A expenses and favorable currency effects, despite increase of expenses on lease residual values.

Power Product and Other Businesses

For the three months ended December 31, 2011 and 2012


	Unit (Thousands)
	Honda Group Unit Sales/Consolidated Unit Sales
	Three months ended Dec. 31, 2011		Three months ended Dec. 31, 2012
	Three months ended Dec. 31, 2011		Three months ended Dec. 31, 2012		Change		%
Power product business		1,021		1,195		174		17.0
Japan		68		63		- 5		- 7.4
North America		330		426		96		29.1
Europe		200		206		6		3.0
Asia		289		341		52		18.0
Other Regions		134		159		25		18.7

Note: Honda Group Unit Sales is the total unit sales of completed products of Honda, its consolidated subsidiaries and its affiliates accounted for under the equity method. Consolidated Unit Sales is the total unit sales of completed products corresponding to consolidated net sales to external customers, which consists of unit sales of completed 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, 2011 and for the three months ended December 31, 2012, since no affiliate accounted for under the equity method was involved in the sale of Honda power products.

Revenue from sales to external customers in power product and other businesses increased 4.7%, to JPY 67.0 billion (USD 775 million) from the same period last year, due mainly to increase in consolidated unit sales of power products and favorable foreign currency translation effects, despite of decreased revenue in other businesses. Operating income increased by JPY 2.2 billon (USD 26 million) to JPY 76 million (USD 1 million) from the same period last year due mainly to an increase in sales volume and model mix of power products.

- 3 -

Geographical Information

With respect to Honda’s sales for the fiscal third quarter by geographic segment, in Japan, revenue from domestic and export sales amounted to JPY 902.3 billion (USD 10,423 million), an increase of 4.5% from the same period last year due mainly to increased revenue in the automobile business operation. Operating income totaled JPY 40.7 billion (USD 470 million), an increase of JPY 81.9 billion (USD 947 million) from the same period last year due mainly to an increase in sales volume and model mix, despite increased R&D expenses.

In North America, revenue increased by 26.3%, to JPY 1,245.8 billion (USD 14,390 million) from the same period last year due mainly to increased revenue in the automobile business operation and favorable foreign currency translation effects. Operating income totaled JPY 70.8 billion (USD 819 million), a decrease of 5.3% from the same period last year due mainly to increased SG&A expenses, despite an increase in sales volume and model mix.

In Europe, revenue increased by 19.5%, to JPY 142.8 billion (USD 1,649 million) from the same period last year due to increased revenue in the automobile business operation and favorable foreign currency translation effects. Honda reported an operating loss of JPY 3.5 billion (USD 41 million), a JPY 0.2 billion (USD 3 million) improve from the same period last year mainly due to an increase in sales volume and model mix, despite increased SG&A expenses.

In Asia, revenue increased by 84.9%, to JPY 587.4 billion (USD 6,785 million) from the same period last year mainly due to increased revenue in the automobile and motorcycle business operations and favorable foreign currency translation effects. Operating income increased by 203.9%, to JPY 40.5 billion (USD 469 million) from the same period last year due mainly to an increase in sales volume and model mix and cost reduction, despite increased SG&A expenses.

In Other regions including South America, the Middle East, Africa and Oceania, revenue increased by 8.0%, to JPY 222.5 billion (USD 2,570 billion) from the same period last year mainly due to increased revenue in automobile business operation, despite decreased revenue in the motorcycle business operation and unfavorable foreign currency translation effects. Operating income totaled JPY 2.6 billion (USD 31 million), a decrease of 78.7% from the same period last year mainly due to unfavorable foreign currency effects.

Explanatory note

United States dollar amounts have been translated from yen solely for the convenience of the reader at the rate of JPY 86.58=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, 2012.

- 4 -

Nine Months Results

Honda’s consolidated net income attributable to Honda Motor Co., Ltd. for the fiscal nine months ended December 31, 2012 totaled JPY 291.3 billion, an increase of 108.3% 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 161.68, an increase of JPY 84.06 from JPY 77.62 for the corresponding period last year.

Consolidated net sales and other operating revenue for the period amounted to JPY 7,132.9 billion, an increase of 28.7% from the same period last year, due primarily to increased revenue in automobile business operation as the production has recovered from the impacts of the Great East Japan Earthquake and Thai flood, despite unfavorable foreign currency translation effects.

Consolidated operating income for the period amounted to JPY 408.8 billion, an increase of 242.4% from the same period last year, due primarily to an increase in sales volume and model mix and cost reduction, despite increased SG&A expenses and R&D expenses and unfavorable foreign currency effects.

Consolidated income before income taxes and equity in income of affiliates for the period totaled JPY 390.8 billion, an increase of 137.8% from the same period last year.

Equity in income of affiliates amounted to JPY 69.6 billion for the period, an increase of 3.8% from the corresponding period last year.

- 5 -

Business Segment

Motorcycle Business

For the nine months ended December 31, 2011 and 2012


	Unit (Thousands)
	Honda Group Unit Sales								Consolidated Unit Sales
	Nine months ended Dec. 31, 2011		Nine months ended Dec. 31, 2012		Change		%		Nine months ended Dec. 31, 2011		Nine months ended Dec. 31, 2012		Change		%
Motorcycle business		10,897		11,532		635		5.8		6,167		7,020		853		13.8
Japan		166		167		1		0.6		166		167		1		0.6
North America		147		181		34		23.1		147		181		34		23.1
Europe		140		127		- 13		- 9.3		140		127		- 13		- 9.3
Asia		8,963		9,672		709		7.9		4,233		5,160		927		21.9
Other Regions		1,481		1,385		- 96		- 6.5		1,481		1,385		- 96		- 6.5

Honda Group Unit Sales and Consolidated Unit Sales of Motorcycle business for the three months ended September 30, 2012 is revised and resulted in a decrease of 73 thousand units. This revision is included in Honda Group Unit sales and Consolidated Unit Sales of Motorcycle business for the nine months ended December 31, 2012.

With respect to Honda’s sales for the fiscal nine months by business segment, in motorcycle business operation, revenue from sales to external customers decreased 2.6%, to JPY 964.1 billion from the same period last year, due mainly to unfavorable foreign currency translation effects, despite increased consolidated unit sales. Operating income totaled JPY 85.0 billion, a decrease of 22.5% from the same period last year, due primarily to unfavorable foreign currency effects, despite increase in cost reduction.

Automobile Business

For the nine months ended December 31, 2011 and 2012


	Unit (Thousands)
	Honda Group Unit Sales								Consolidated Unit Sales
	Nine months ended Dec. 31, 2011		Nine months ended Dec. 31, 2012		Change		%		Nine months ended Dec. 31, 2011		Nine months ended Dec. 31, 2012		Change		%
Automobile business		2,086		2,981		895		42.9		1,651		2,506		855		51.8
Japan		361		492		131		36.3		356		486		130		36.5
North America		860		1,308		448		52.1		860		1,308		448		52.1
Europe		113		121		8		7.1		113		121		8		7.1
Asia		601		842		241		40.1		171		373		202		118.1
Other Regions		151		218		67		44.4		151		218		67		44.4

In automobile business operation, revenue from sales to external customers increased 40.7%, to JPY 5,572.2 billion from the same period last year due mainly to an increase in consolidated unit sales, despite unfavorable foreign currency translation effects. Operating income totaled JPY 208.7 billion, an increase of JPY 331.0 billion from the same period last year, due primarily to an increase in sales volume and model mix and cost reduction, despite increased SG&A expenses and R&D expenses.

- 6 -

Financial Services Business

Revenue from customers in the financial services business increased 2.6%, to JPY 397.0 billion from the same period last year due mainly to the increase of the revenue of operating lease and favorable foreign currency translation effects. Operating income decreased 12.5% to JPY 117.2 billion from the same period last year due mainly to increase of expenses on lease residual values.

Power Product and Other Businesses

For the nine months ended December 31, 2011 and 2012


	Unit (Thousands)
	Honda Group Unit Sales/Consolidated Unit Sales
	Nine months ended Dec. 31, 2011		Nine months ended Dec. 31, 2012		Change		%
Power product business		3,809		4,108		299		7.8
Japan		303		233		- 70		- 23.1
North America		1,344		1,620		276		20.5
Europe		707		592		- 115		- 16.3
Asia		1,078		1,224		146		13.5
Other Regions		377		439		62		16.4

Note: Honda Group Unit Sales is the total unit sales of completed products of Honda, its consolidated subsidiaries and its affiliates accounted for under the equity method. Consolidated Unit Sales is the total unit sales of completed products corresponding to consolidated net sales to external customers, which consists of unit sales of completed 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, 2011 and for the nine months ended December 31, 2012, since no affiliate accounted for under the equity method was involved in the sale of Honda power products.

Revenue from sales to external customers in power product and other businesses decreased 2.5%, to JPY 199.5 billion from the same period last year, due mainly to decreased revenue in other businesses and unfavorable foreign currency translation effects, despite increase in consolidated unit sales of power products. Honda reported an operating loss of JPY 2.1 billion, a decrease of JPY 0.1 billion from the same period last year due mainly to increased SG&A expenses and R&D expenses.

- 7 -

Geographical Information

With respect to Honda’s sales for the fiscal nine months by geographic segment, in Japan, revenue from domestic and export sales amounted to JPY 2,834.1 billion, an increase of 23.6% from the same period last year due mainly to increased revenue in the automobile business operation. Operating income totaled JPY 131.7 billion, an increase of JPY 254.1 billion from the same period last year due mainly to an increase in sales volume and model mix and cost reduction, despite increased SG&A expenses and R&D expenses.

In North America, revenue increased by 39.8%, to JPY 3,515.3 billion from the same period last year due mainly to increased revenue in the automobile business operation. Operating income totaled JPY 179.8 billion, an increase of 27.5% from the same period last year due mainly to an increase in sales volume and model mix and cost reduction, despite increased SG&A expenses.

In Europe, revenue increased by 4.9%, to JPY 435.2 billion from the same period last year mainly due to increased revenue in the automobile business operation, despite unfavorable foreign currency translation effects. Honda reported an operating loss of JPY 19.9 billion, JPY 6.0 billion deterioration from the same period last year mainly due to increased SG&A expenses and unfavorable foreign currency effects, despite an increase in sales volume and model mix.

In Asia, revenue increased by 49.2%, to JPY 1,639.6 billion from the same period last year mainly due to increased revenue in the automobile and motorcycle business operations, despite unfavorable foreign currency translation effects. Operating income increased by 80.2%, to JPY 108.7 billion from the same period last year due mainly to an increase in sales volume and model mix and cost reduction, despite increased SG&A expenses and unfavorable foreign currency effects.

In Other regions including South America, the Middle East, Africa and Oceania, revenue decreased by 1.2%, to JPY 672.5 billion from the same period last year mainly due to decreased revenue in the motorcycle business operation and unfavorable foreign currency translation effects, despite increased revenue in the automobile business operations. Operating income totaled JPY 25.4 billion, a decrease of 50.4% from the same period last year mainly due to increased SG&A expenses and unfavorable foreign currency effects, despite an increase in sales volume and model mix.

- 8 -

Consolidated Statements of Balance Sheets for the Fiscal Nine Months Ended December 31, 2012

Total assets increased by JPY 737.7 billion, to JPY 12,518.4 billion from March 31, 2012, mainly due to an increase in fixed assets and inventory and foreign currency translation effects, despite a decrease in cash and cash equivalents. Total liabilities increased by JPY 425.8 billion, to JPY 7,678.2 billion from March 31, 2012, mainly due to increases in short-term debt and foreign currency translation effects, despite a decrease in trade accounts payable. Total equity increased by JPY 311.9 billion, to JPY 4,840.2 billion from March 31, 2012 due mainly to increased net income and currency translation effects.

- 9 -

Consolidated Statements of Cash Flow for the Fiscal Nine Months

Consolidated cash and cash equivalents on December 31, 2012 decreased by JPY 88.6 billion from March 31, 2012, to JPY 1,158.5 billion. The factors of the increases or decreases for each cash flow activity, when compared with the same period of the previous fiscal year, are as follows:

Cash flow from operating activities

Net cash provided by operating activities amounted to JPY 512.1 billion for the fiscal nine months ended December 31, 2012. Cash inflows from operating activities increased by JPY 4.2 billion compared with same period of the previous fiscal year due mainly to an increase in cash received from customers primarily led by increased unit sales in the automobile business, despite increased payments for parts and raw materials caused by an increase in automobile production.

Cash flow from investing activities

Net cash used in investing activities amounted to JPY 781.8 billion. Cash outflows from investing activities increased by JPY 324.2 billion compared with the same period of the previous fiscal year, due mainly to an increase in capital expenditures, acquisitions of finance subsidiaries-receivables and an increase in purchases of operating lease assets.

Cash flow from financing activities

Net cash provided by financing activities amounted to JPY 164.7 billion. Cash inflows from financing activities increased by JPY 259.7 billion compared with the same period of the previous fiscal year, due mainly to an increase in short-term debt, despite increase in cash outflow due to redemption of long-term debt.

- 10 -

Forecasts for the Fiscal Year Ending March 31, 2013

In regard to the forecasts of the financial results for the fiscal year ending March 31, 2013, Honda projects consolidated results to be as shown below:

Fiscal year ending March 31, 2013


	Yen (billions)		Changes from FY 2012
Net sales and other operating revenue		9,800		+ 23.3	%
Operating income		520		+ 124.8	%
Income before income taxes and equity in income of affiliates		515		+ 100.1	%
Net income attributable to Honda Motor Co., Ltd.		370		+ 75.0	%

	Yen
Basic net income attributable to Honda Motor Co., Ltd. per common share		205.29

Note: 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 81 and JPY 105, respectively, for the full year ending March 31, 2013.

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, 2013 from the corresponding period last year are as follows.


	Yen (billions)
Revenue, model mix, etc., excluding currency effect		344.8
Cost reduction, the effect of raw material cost fluctuations, etc.		165.0
SG&A expenses, excluding currency effect		- 181.0
R&D expenses		- 35.2
Currency effect		- 5.0

Operating income compared with fiscal year 2012		288.6

Fair value of derivative instruments		- 2.0
Others		- 29.0

Income before income taxes and equity in income of affiliates compared with fiscal year 2012		257.5

- 11 -

Dividend per Share of Common Stock

The Board of Directors of Honda Motor Co., Ltd., at its meeting held on January 31, 2013, resolved to make the quarterly dividend JPY 19 per share of common stock, the record date of which is December 31, 2012. The total expected annual dividend per share of common stock for the fiscal year ending March 31, 2013, is JPY 76 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.

- 12 -

Other Information

1. 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, 2012. If a reliable estimate cannot be made, Honda utilizes the actual year-to-date effective tax rate.

2. Changes in accounting policy

(a) Adoption of New Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-05 “Presentation of Comprehensive Income”, which amends the FASB Accounting Standards Codification (ASC) 220 “Comprehensive Income”. This amendment requires reporting entities to report other comprehensive income as components of comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements and is effective retrospectively.

In December 2011, the FASB issued ASU 2011-12 “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05”, which defers the effective date of pending amendments to current accounting guidance prescribed in ASU 2011-05.

Honda adopted ASU 2011-05 as amended by ASU 2011-12, effective April 1, 2012, and discloses consolidated statements of comprehensive income as two separate but consecutive statements.

(b) Change in depreciation method

Previously, Honda used principally the declining-balance method for calculating the depreciation of property, plant and equipment. In recent years, because sales of global strategic product models are increasing, Honda has been enhancing its production systems and the versatility of production equipment to have better flexibility to meet changes in global customer demand. Further, Honda has resumed more normalized capital expenditures which Honda had previously held down due to financial crisis beginning in the fiscal year ended March 31, 2009. Effective April 1, 2012, Honda changed to the straight line method of depreciation because management believes it better reflects the future economic benefit from the usage of property, plant and equipment under this more flexible and versatile production arrangement. The effect of the change in depreciation method is recognized prospectively as a change in accounting estimate in accordance with the FASB Accounting Standards Codification (ASC) 250 “Accounting Changes and Error Corrections”.

As a result of the change in depreciation method, depreciation expense for the three months and nine months ended December 31, 2012 decreased by approximately JPY 14,425 million and JPY 37,142 million, respectively. Net income attributable to Honda Motor Co., Ltd. and Basic net income attributable to Honda Motor Co., Ltd. per common share for the three months and nine months ended December 31, 2012 increased by approximately JPY 9,151 million and JPY 5.08, JPY 23,641 million and JPY 13.12, respectively.

- 13 -

Consolidated Financial Summary

For the three months and nine months ended December 31, 2011 and 2012

Financial Highlights

Yen (millions)

Three months ended
Dec. 31, 2011
Unaudited

Three months ended
Dec. 31, 2012
Unaudited

Nine months ended
Dec. 31, 2011
unaudited

Nine months ended
Dec. 31, 2012
Unaudited

Net sales and other operating revenue

1,942,545

2,425,792

5,543,033

7,132,987

Operating income

44,298

131,941

119,388

408,821

Income before income taxes and equity in income of affiliates

58,492

89,777

164,346

390,817

Net income attributable to Honda Motor Co., Ltd.

47,662

77,441

139,888

291,397

Yen

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

26.45

42.97

77.62

161.68

U.S. Dollar (millions)

Three months ended
Dec. 31, 2012
Unaudited

Nine months ended
Dec. 31, 2012
Unaudited

Net sales and other operating revenue

28,018

82,386

Operating income

1,524

4,722

Income before income taxes and equity in income of affiliates

1,037

4,514

Net income attributable to Honda Motor Co., Ltd.

894

3,366

U.S. Dollar

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

0.50

1.87

- 14 -

[1] Consolidated Balance Sheets


	Yen (millions)
	Mar. 31, 2012 audited		Dec. 31, 2012 unaudited
Assets
Current assets:
Cash and cash equivalents		1,247,113		1,158,502
Trade accounts and notes receivable		812,155		796,114
Finance subsidiaries-receivables, net		1,081,721		1,151,573
Inventories		1,035,779		1,206,548
Deferred income taxes		188,755		205,925
Other current assets		373,563		343,678

Total current assets		4,739,086		4,862,340

Finance subsidiaries-receivables, net		2,364,393		2,574,713

Investments and advances:
Investments in and advances to affiliates		434,744		466,866
Other, including marketable equity securities		188,863		167,633

Total investments and advances		623,607		634,499


Property on operating leases:
Vehicles		1,773,375		2,041,866
Less accumulated depreciation		300,618		361,236

Net property on operating leases		1,472,757		1,680,630


Property, plant and equipment, at cost:
Land		488,265		498,523
Buildings		1,492,823		1,595,832
Machinery and equipment		3,300,727		3,526,414
Construction in progress		191,107		253,756

		5,472,922		5,874,525
Less accumulated depreciation and amortization		3,499,464		3,690,568

Net property, plant and equipment		1,973,458		2,183,957

Other assets		607,458		582,343

Total assets		11,780,759		12,518,482

- 15 -

[1] Consolidated Balance Sheets – continued


	Yen (millions)
	Mar. 31, 2012 audited			Dec. 31, 2012 unaudited
Liabilities and Equity
Current liabilities:
Short-term debt		964,848			1,248,535
Current portion of long-term debt		911,395			942,356
Trade payables:
Notes		26,499			30,917
Accounts		942,444			776,358
Accrued expenses		489,110			492,381
Income taxes payable		24,099			34,442
Other current liabilities		221,364			302,927

Total current liabilities		3,579,759			3,827,916

Long-term debt, excluding current portion		2,235,001			2,387,729
Other liabilities		1,437,709			1,462,631

Total liabilities		7,252,469			7,678,276

Equity:
Honda Motor Co., Ltd. shareholders’ equity:
Common stock, authorized 7,086,000,000 shares; issued 1,811,428,430 shares on Mar. 31, 2012 and Dec. 31, 2012		86,067			86,067
Capital surplus		172,529			171,117
Legal reserves		47,184			47,459
Retained earnings		5,769,029			5,964,630
Accumulated other comprehensive income (loss), net		(1,646,078	)		(1,543,577	)
Treasury stock, at cost 9,128,871 shares on Mar. 31, 2012 and 9,129,914 shares on Dec. 31, 2012		(26,117	)		(26,120	)

Total Honda Motor Co., Ltd. shareholders’ equity		4,402,614			4,699,576

Noncontrolling interests		125,676			140,630

Total equity		4,528,290			4,840,206

Commitments and contingent liabilities

Total liabilities and equity		11,780,759			12,518,482

- 16 -

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

Consolidated Statements of Income

For the three months ended December 31, 2011 and 2012


	Yen (millions)
	Three months ended Dec. 31, 2011 unaudited			Three months ended Dec. 31, 2012 unaudited
Net sales and other operating revenue		1,942,545			2,425,792
Operating costs and expenses:
Cost of sales		1,446,474			1,800,557
Selling, general and administrative		317,354			354,767
Research and development		134,419			138,527

		1,898,247			2,293,851

Operating income		44,298			131,941

Other income (expenses):
Interest income		8,775			5,561
Interest expense		(2,445	)		(2,812	)
Other, net		7,864			(44,913	)

		14,194			(42,164	)

Income before income taxes and equity in income of affiliates		58,492			89,777

Income tax expense:
Current		(904	)		30,295
Deferred		34,151			(2,199	)

		33,247			28,096

Income before equity in income of affiliates		25,245			61,681
Equity in income of affiliates		22,911			21,411

Net income		48,156			83,092
Less: Net income attributable to noncontrolling interests		494			5,651

Net income attributable to Honda Motor Co., Ltd.		47,662			77,441


	Yen
Basic net income attributable to Honda Motor Co., Ltd. per common share		26.45			42.97

- 17 -

Consolidated Statements of Comprehensive Income

For the three months ended December 31, 2011 and 2012


	Yen (millions)
	Three months ended Dec. 31, 2011 unaudited			Three months ended Dec. 31, 2012 unaudited
Net income		48,156			83,092
Other comprehensive income (loss), net of tax:
Adjustments from foreign currency translation		(74,280	)		256,312
Unrealized gains (losses) on available-for-sale securities, net		(963	)		8,339
Unrealized gains (losses) on derivative instruments, net		(1	)		(842	)
Pension and other postretirement benefits		1,721			1,846

Other comprehensive income (loss), net of tax		(73,523	)		265,655

Comprehensive income (loss)		(25,367	)		348,747
Comprehensive income (loss) attributable to noncontrolling interests		507			(10,736	)

Comprehensive income (loss) attributable to Honda Motor Co., Ltd.		(24,860	)		338,011

- 18 -

Consolidated Statements of Income

For the nine months ended December 31, 2011 and 2012


	Yen (millions)
	Nine months ended Dec. 31, 2011 unaudited			Nine months ended Dec. 31, 2012 unaudited
Net sales and other operating revenue		5,543,033			7,132,987
Operating costs and expenses:
Cost of sales		4,141,925			5,294,606
Selling, general and administrative		909,418			1,024,922
Research and development		372,302			404,638

		5,423,645			6,724,166

Operating income		119,388			408,821

Other income (expenses):
Interest income		25,119			19,921
Interest expense		(7,509	)		(8,943	)
Other, net		27,348			(28,982	)

		44,958			(18,004	)

Income before income taxes and equity in income of affiliates		164,346			390,817

Income tax expense:
Current		57,346			104,081
Deferred		29,451			46,661

		86,797			150,742

Income before equity in income of affiliates		77,549			240,075
Equity in income of affiliates		67,111			69,640

Net income		144,660			309,715
Less: Net income attributable to noncontrolling interests		4,772			18,318

Net income attributable to Honda Motor Co., Ltd.		139,888			291,397


	Yen
Basic net income attributable to Honda Motor Co., Ltd. per common share		77.62			161.68

- 19 -

Consolidated Statements of Comprehensive Income

For the nine months ended December 31, 2011 and 2012


	Yen (millions)
	Nine months ended Dec. 31, 2011 unaudited			Nine months ended Dec. 31, 2012 unaudited
Net income		144,660			309,715
Other comprehensive income (loss), net of tax:
Adjustments from foreign currency translation		(268,677	)		104,013
Unrealized gains (losses) on available-for-sale securities, net		(6,274	)		(3,889	)
Unrealized gains (losses) on derivative instruments, net		201			(493	)
Pension and other postretirement benefits		5,167			6,112

Other comprehensive income (loss), net of tax		(269,583	)		105,743

Comprehensive income (loss)		(124,923	)		415,458
Comprehensive income (loss) attributable to noncontrolling interests		1,439			(21,560	)

Comprehensive income (loss) attributable to Honda Motor Co., Ltd.		(123,484	)		393,898

- 20 -

[3] Consolidated Statements of Cash Flows


	Yen (millions)
	Nine months ended Dec. 31, 2011 unaudited			Nine months ended Dec. 31, 2012 unaudited
Cash flows from operating activities:
Net income		144,660			309,715
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation excluding property on operating leases		228,448			219,607
Depreciation of property on operating leases		154,054			182,193
Deferred income taxes		29,451			46,661
Equity in income of affiliates		(67,111	)		(69,640	)
Dividends from affiliates		47,261			36,053
Provision for credit and lease residual losses on finance subsidiaries-receivables		7,905			5,890
Impairment loss on investments in securities		501			—
Damaged and impairment loss on long-lived assets excluding property on operating leases		7,654			—
Impairment loss on property on operating leases		—			3,501
Loss (gain) on derivative instruments, net		(27,380	)		29,941
Decrease (increase) in assets:
Trade accounts and notes receivable		123,712			45,104
Inventories		(45,264	)		(143,483	)
Other current assets		57,835			44,359
Other assets		(11,115	)		(21,006	)
Increase (decrease) in liabilities:
Trade accounts and notes payable		14,023			(162,593	)
Accrued expenses		(58,769	)		(12,676	)
Income taxes payable		(8,027	)		10,354
Other current liabilities		(28,872	)		41,107
Other liabilities		(22,696	)		(10,198	)
Other, net		(38,309	)		(42,709	)

Net cash provided by operating activities		507,961			512,180

Cash flows from investing activities:
Increase in investments and advances		(18,363	)		(15,031	)
Decrease in investments and advances		10,458			15,786
Proceeds from sales of available-for-sale securities		—			682
Payments for purchases of held-to-maturity securities		(14,624	)		(3,611	)
Proceeds from redemptions of held-to-maturity securities		45,827			9,207
Capital expenditures		(240,522	)		(440,479	)
Proceeds from sales of property, plant and equipment		21,921			27,487
Proceeds from insurance recoveries for damaged property, plant and equipment		4,944			4,665
Acquisitions of finance subsidiaries-receivables		(1,360,598	)		(1,438,155	)
Collections of finance subsidiaries-receivables		1,319,250			1,344,809
Purchases of operating lease assets		(498,380	)		(573,890	)
Proceeds from sales of operating lease assets		272,504			286,709

Net cash used in investing activities		(457,583	)		(781,821	)

- 21 -

[3] Consolidated Statements of Cash Flows – continued


	Yen (millions)
	Nine months ended Dec. 31, 2011 unaudited			Nine months ended Dec. 31, 2012 unaudited
Cash flows from financing activities:
Increase in short-term debt, net		5,008			239,710
Proceeds from long-term debt		707,736			823,496
Repayment of long-term debt		(711,590	)		(795,247	)
Dividends paid		(81,103	)		(95,521	)
Dividends paid to noncontrolling interests		(15,060	)		(6,045	)
Purchases of treasury stock, net		(5	)		(3	)
Other, net		—			(1,614	)

Net cash provided by (used in) financing activities		(95,014	)		164,776

Effect of exchange rate changes on cash and cash equivalents		(91,669	)		16,254

Net change in cash and cash equivalents		(136,305	)		(88,611	)

Cash and cash equivalents at beginning of the year		1,279,024			1,247,113

Cash and cash equivalents at end of the period		1,142,719			1,158,502

- 22 -

[4] Assumptions for Going Concern

None

[5] Significant changes in Honda Motor Co., Ltd. shareholders’ equity

None

[6] 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 organization for 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

- 23 -

1. Segment information based on products and services

(A) For the three months ended December 31, 2011


	Yen (millions)
	Motorcycle Business		Automobile Business			Financial Services Business		Power Product & Other Businesses			Segment Total		Reconciling Items			Consolidated
Net sales and other operating revenue:
External customers		302,590		1,451,054			124,806		64,095			1,942,545		—			1,942,545
Intersegment		—		4,578			2,760		3,951			11,289		(11,289	)		—

Total		302,590		1,455,632			127,566		68,046			1,953,834		(11,289	)		1,942,545

Segment income (loss)		25,866		(16,997	)		37,597		(2,168	)		44,298		—			44,298

For the three months ended December 31, 2012

Yen (millions)

Motorcycle
Business

Automobile
Business

Financial
Services
Business

Power Product
& Other
Businesses

Segment
Total

Reconciling
Items

Consolidated

Net sales and other operating revenue:

External customers

307,814

1,915,552

135,329

67,097

2,425,792

—

2,425,792

Intersegment

—

2,877

2,827

4,214

9,918

(9,918

)

—

Total

307,814

1,918,429

138,156

71,311

2,435,710

(9,918

)

2,425,792

Segment income (loss)

22,803

70,926

38,136

131,941

—

131,941

- 24 -

(B) As of and for the nine months ended December 31, 2011


	Yen (millions)
	Motorcycle Business		Automobile Business			Financial Services Business		Power Product & Other Businesses			Segment Total		Reconciling Items			Consolidated
Net sales and other operating revenue:
External customers		990,287		3,961,018			387,127		204,601			5,543,033		—			5,543,033
Intersegment		—		10,587			8,231		9,516			28,334		(28,334	)		—

Total		990,287		3,971,605			395,358		214,117			5,571,367		(28,334	)		5,543,033

Segment income (loss)		109,733		(122,366	)		134,043		(2,022	)		119,388		—			119,388

Assets		965,325		4,448,203			5,290,548		292,342			10,996,418		(114,122	)		10,882,296
Depreciation and amortization		29,914		190,295			155,165		7,128			382,502		—			382,502
Capital expenditures		39,447		203,771			500,553		6,012			749,783		—			749,783

As of and for the nine months ended December 31, 2012

Yen (millions)

Motorcycle
Business

Automobile
Business

Financial
Services
Business

Power Product
& Other
Businesses

Segment
Total

Reconciling
Items

Consolidated

Net sales and other operating revenue:

External customers

964,178

5,572,275

397,008

199,526

7,132,987

—

7,132,987

Intersegment

—

10,709

8,344

9,032

28,085

(28,085

)

—

Total

964,178

5,582,984

405,352

208,558

7,161,072

(28,085

)

7,132,987

Segment income (loss)

85,005

208,724

117,250

(2,158

)

408,821

—

408,821

Assets

980,204

5,324,222

6,197,252

294,750

12,796,428

(277,946

)

12,518,482

Depreciation and amortization

23,779

188,868

183,151

6,002

401,800

—

401,800

Capital expenditures

42,650

358,004

574,903

9,864

985,421

—

985,421

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 371,004 million as of December 31, 2011 and JPY 250,392 million as of December 31, 2012 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 154,054 million for the nine months ended December 31, 2011 and JPY 182,193 million for the nine months ended December 31, 2012, respectively, of depreciation of property on operating leases.

4.	Capital expenditure of Financial Services Business includes JPY 498,380 million for the nine months ended December 31, 2011 and JPY 573,890 million for the nine months ended December 31, 2012 respectively, of purchase of operating lease assets.

Previously, Honda used principally the declining-balance method for calculating the depreciation of property, plant and equipment. Effective April 1, 2012, Honda changed to the straight line method of depreciation. As a result of the change in depreciation method, depreciation expense for three months ended December 31, 2012 decreased by approximately JPY 1,772 million in Motorcycle Business, JPY 12,418 million in Automobile Business, JPY 16 million in Financial Services Business and JPY 219 million in Power Product & Other Businesses, respectively. Depreciation expense for nine months ended December 31, 2012 decreased by approximately JPY 4,623 million in Motorcycle Business, JPY 31,795 million in Automobile Business, JPY 52 million in Financial Services Business and JPY 672 million in Power Product & Other Businesses, respectively. It resulted in an increase of segment income. For further information, refer to “Other Information, 2. Changes in accounting policy, (b) Change in depreciation method”.

For the three months ended December 31, 2011 and for the nine months and three months ended December 31, 2012, impact of the floods in Thailand is mainly included in Segment income (loss) of Automobile business. For further information, refer to “[7] Other, 3. Impact on the Company’s consolidated financial position or results of operations of the floods in Thailand”.

- 25 -

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) For the three months ended December 31, 2011


	Yen (millions)
	Japan			North America		Europe			Asia		Other Regions		Total		Reconciling Items			Consolidated
Net sales and other operating revenue:
External customers		434,749			928,336		105,229			269,470		204,761		1,942,545		—			1,942,545
Transfers between geographic areas		428,450			57,956		14,233			48,210		1,373		550,222		(550,222	)		—

Total		863,199			986,292		119,462			317,680		206,134		2,492,767		(550,222	)		1,942,545

Operating income (loss)		(41,219	)		74,865		(3,801	)		13,350		12,525		55,720		(11,422	)		44,298

For the three months ended December 31, 2012

Yen (millions)

Japan

North
America

Europe

Asia

Other
Regions

Total

Reconciling
Items

Consolidated

Net sales and other operating revenue:

External customers

408,108

1,196,301

113,077

490,606

217,700

2,425,792

—

2,425,792

Transfers between geographic areas

494,282

49,564

29,729

96,805

4,823

675,203

(675,203

)

—

Total

902,390

1,245,865

142,806

587,411

222,523

3,100,995

(675,203

)

2,425,792

Operating income (loss)

40,734

70,892

(3,582

)

40,572

2,662

151,278

(19,337

)

131,941

- 26 -

(B) As of and for the nine months ended December 31, 2011


	Yen (millions)
	Japan			North America		Europe			Asia		Other Regions		Total		Reconciling Items			Consolidated
Net sales and other operating revenue:
External customers		1,188,657			2,366,920		370,471			945,363		671,622		5,543,033		—			5,543,033
Transfers between geographic areas		1,105,253			147,445		44,461			153,553		8,822		1,459,534		(1,459,534	)		—

Total		2,293,910			2,514,365		414,932			1,098,916		680,444		7,002,567		(1,459,534	)		5,543,033

Operating income (loss)		(122,422	)		141,083		(13,934	)		60,326		51,333		116,386		3,002			119,388

Assets		2,956,920			5,809,611		437,391			938,207		601,543		10,743,672		138,624			10,882,296
Long-lived assets		1,035,861			1,805,658		97,691			218,844		126,558		3,284,612		—			3,284,612

As of and for the nine months ended December 31, 2012

Yen (millions)

Japan

North
America

Europe

Asia

Other
Regions

Total

Reconciling
Items

Consolidated

Net sales and other operating revenue:

External customers

1,407,673

3,343,646

360,556

1,364,147

656,965

7,132,987

—

7,132,987

Transfers between geographic areas

1,426,461

171,692

74,700

275,535

15,572

1,963,960

(1,963,960

)

—

Total

2,834,134

3,515,338

435,256

1,639,682

672,537

9,096,947

(1,963,960

)

7,132,987

Operating income (loss)

131,759

179,858

(19,941

)

108,726

25,481

425,883

(17,062

)

408,821

Assets

3,150,323

6,909,128

578,799

1,335,433

630,408

12,604,091

(85,609

)

12,518,482

Long-lived assets

1,099,664

2,265,033

117,260

353,154

125,222

3,960,333

—

3,960,333

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.

Previously, Honda used principally the declining-balance method for calculating the depreciation of property, plant and equipment. Effective April 1, 2012, Honda changed to the straight line method of depreciation. As a result of the change in depreciation method, depreciation expense for three months ended December 31, 2012 decreased by approximately JPY 11,654 million in Japan, JPY 1,837 million in North America, JPY 98 million in Europe and JPY 836 million in Asia, respectively. Depreciation expense for nine months ended December 31, 2012 decreased by approximately JPY 29,895 million in Japan, JPY 4,344 million in North America, JPY 893 million in Europe and JPY 2,010 million in Asia, respectively. It resulted in an increase of segment income. For further information, refer to “Other Information, 2. Changes in accounting policy, (b) Change in depreciation method”.

For the three months ended December 31, 2011 and for the nine months and three months ended December 31, 2012, impact of the floods in Thailand is included in Operating income (loss) of Asia. For further information, refer to “[7] Other, 3. Impact on the Company’s consolidated financial position or results of operations of the floods in Thailand”.

- 27 -

[7] Other

1. Revisions of the prior year’s Consolidated Statements of Cash Flow

Revisions have been made to adjust overstatements in both acquisitions of finance subsidiaries-receivables and collections of finance subsidiaries-receivables in the consolidated statements of cash flows, that amounted to JPY 185,739 million for the fiscal nine months ended December 31, 2011.

The revisions have no impact on net cash used in investing activities.

2. Impairment loss on investments in affiliate

For the nine months ended December 31, 2012, Honda recognized impairment loss of JPY 7,273 million, net of tax, on certain investments in affiliates which have quoted market values because of other-than-temporary decline in fair value below their carrying values. The fair values of the investments were based on quoted market price. The impairment loss is included in equity in income of affiliates in the accompanying consolidated statement of income. For the three months ended December 31, 2012, Honda did not recognize any significant impairment losses.

3. Impact on the Company’s consolidated financial position or results of operations of the floods in Thailand

In October 2011, Thailand suffered from severe floods that caused damage to inventories, and machinery and equipment of certain consolidated subsidiaries and affiliates of the Company. Accordingly, production activities in plant facilities at Honda and its affiliates had been temporarily affected by the floods for the year ended March 31, 2012.

Honda recognized JPY 17,348 million of costs and expenses, of which JPY 9,387 million is included in cost of sales and JPY 7,961 million is included in selling, general and administrative expenses in the accompanying consolidated statement of income for the three months ended December 31, 2011. These costs and expenses mainly consist of loss on inventories of JPY 7,330 million which are included in cost of sales, and loss on damaged property, plant and equipment of JPY 7,654 million which is included in selling, general and administrative expenses. In addition, Honda recognized insurance recoveries of JPY 11,838 million which is included in selling, general and administrative expenses in the accompanying consolidated statement of income for the three months ended December 31, 2011.

For the three months and nine months ended December 31, 2012, Honda recognized insurance recoveries of JPY 506 million and JPY 6,777 million, respectively, which is included in selling, general and administrative expenses in the accompanying consolidated statement of income. Honda recognizes insurance recoveries in excess of the incurred losses when settlements with insurance companies are reached.

- 28 -

January 31, 2013


To:		Shareholders of Honda Motor Co., Ltd.

From:		HondaMotor Co., Ltd.
		1-1, Minami-Aoyama 2-chome,
		Minato-ku,107-8556 Tokyo
		Takanobu Ito
		Presidentand Representative Director

Notice Regarding Application for Delisting of Shares from the London Stock Exchange

Tokyo, January 31, 2013, Honda Motor Co., Ltd (the “Company”) hereby announces that the Company has resolved at a meeting of its board of directors held today, to request the cancellation of the listing of its Shares of Common Stock Y50 each (ISIN: JP3854600008) (the “Shares”) on the Official List of the UK Listing Authority and the cancellation of the admission to trading of its Shares on the Main Market of the London Stock Exchange (the “LSE”).

Particulars

1.	Reasons for the Delisting

The Company has decided to apply to delist the Shares from the LSE due to the low trading volume of the Company at the LSE.

The Company does not anticipate that such delisting will adversely affect its shareholders or investors, since the Shares will continue to be listed on the Tokyo Stock Exchange, and the Osaka Securities Exchange Co., Ltd.

2.	Delisting Schedule

Application has been made to the UK Listing Authority for the Shares to be removed from the Official List and to the LSE for the Shares to be removed from trading. The cancellation of the listing and of trading in the Shares on the LSE is expected to be completed by the end of March 2013.

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents