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The Board of Directors and Stockholders
Honda Motor Co., Ltd.:
We have audited the accompanying consolidated balance sheets of Honda Motor
Co., Ltd. and subsidiaries as of March 31, 2001 and 2002, and the related
consolidated statements of income, stockholders' equity and cash flows for
each of the years in the three-year period ended March 31, 2002. These consolidated
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits
in accordance with auditing standards generally accepted in the United States
of America. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
The segment information
required to be disclosed in financial statements under accounting principles
generally accepted in the United States of America is not presented in the
accompanying consolidated financial statements. Foreign issuers are presently
exempted from such disclosure requirement in Securities Exchange Act filings
with the Securities and Exchange Commission of the United States of America.
In our opinion, except
for the omission of the segment information referred to in the preceding
paragraph, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Honda Motor
Co., Ltd. and subsidiaries as of March 31, 2001 and 2002, and the results
of their operations and their cash flows for each of the years in the three-year
period ended March 31, 2002 in conformity with accounting principles generally
accepted in the United States of America.
The accompanying consolidated
financial statements as of and for the year ended March 31, 2002 have been
translated into United States dollars solely for the convenience of the
reader. We have recomputed the translation and, in our opinion, the consolidated
financial statements expressed in yen have been translated into dollars
on the basis set forth in note 2 to the consolidated financial statements.

Tokyo, Japan
April 26, 2002 |
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