Fitch Ratings has assigned final ratings and Rating Outlooks to the asset-backed notes issued by Honda Auto Receivables 2021-3 Owner Trust (HAROT 2021-3).

Fitch used 2006-2009 recessionary vintage performance along with the more recent 2015-2016 vintage performance data as base periods to derive and forecast the base case cumulative net loss (CNL) proxy. The sensitivity of the ratings to scenarios more severe than currently expected is provided in the Rating Sensitivities section below.

RATING ACTIONSENTITY/DEBT	RATING		PRIOR

Honda Auto Receivables 2021-3 Owner Trust

A-1

ST	F1+sf 	New Rating		F1+(EXP)sf

A-2

LT	AAAsf 	New Rating		AAA(EXP)sf

A-3

LT	AAAsf 	New Rating		AAA(EXP)sf

A-4

LT	AAAsf 	New Rating		AAA(EXP)sf

VIEW ADDITIONAL RATING DETAILS

KEY RATING DRIVERS

Collateral Performance - Strong Credit Quality: The 2021-3 pool is largely consistent with recent transactions with a high weighted average (WA) FICO score of 771 and approximately 91% new vehicles, for each pool. Extended-term loans total approximately 29% and subvented loans represent 79% for each pool, which are in line with recent HAROT transactions.

Forward-Looking Approach to Derive Base Case Loss Proxy: Fitch considered economic conditions and future expectations by assessing key macroeconomic and wholesale market conditions when deriving the series loss proxy. Honda's managed portfolio and securitization performance in recent years have been very strong and well within expectations. However, slightly weakening trends have been observed recently, including slowly rising losses, although this is consistent with the broader market. Fitch considered current market conditions and used 2006-2009 recessionary performance in addition to the 2015-2016 vintages, to derive a forward-looking credit loss expectation of 0.90%.

Payment Structure - Sufficient Credit Enhancement: The cash flow distribution is a sequential-pay structure. Initial hard credit enhancement (CE) is 2.75% (subordination of 2.50% and a 0.25% reserve), consistent with the last two transactions and pre-pandemic transactions. A yield supplement account (YSA) is also used and increases the effective WA APR. Initial CE is sufficient to withstand Fitch's base case CNL proxy at a 5.0x loss coverage multiple for class A notes.

Seller/Servicer Operational Review - Consistent Origination/Underwriting/Servicing: American Honda Finance Corporation (AHFC) demonstrates adequate capabilities as originator, underwriter and servicer, as evidenced by historical portfolio delinquency and loss experience and securitization performance. Fitch deems AHFC capable of servicing this series. Fitch rates Honda Motor Co., Ltd. (Honda), the parent of AHFC, 'A'/F1'/Outlook Stable.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to negative rating action/downgrade:

Unanticipated increases in the frequency of defaults could produce CNL levels higher than the base case and would likely result in declines of CE and remaining net loss coverage levels available to the notes. Additionally, unanticipated declines in recoveries could also result in lower net loss coverage, which may make certain note ratings susceptible to potential negative rating actions, depending on the extent of the decline in coverage.

Hence, Fitch conducts sensitivity analyses by stressing both a transaction's initial base case CNL and recovery rate assumptions and examining the rating implications on all classes of issued notes. The CNL sensitivity stresses the CNL proxy to the level necessary to reduce each rating by one full category, to non-investment grade (BBsf) and to 'CCCsf', based on the break-even loss coverage provided by the CE structure.

Additionally, Fitch conducts 1.5x and 2.0x increases to the CNL proxy, representing both moderate and severe stresses, respectively. Fitch also evaluates the impact of stressed recovery rates on the transaction structure and rating impact with a 50% haircut. These analyses are intended to provide an indication of the rating sensitivity of notes to unexpected deterioration of a trust's performance.

Factors that could, individually or collectively, lead to positive rating action/upgrade:

Given all classes of notes are rated 'AAAsf', up stresses were not considered. However, if CNL is 20% less than the projected proxy, the expected ratings would be maintained for class A notes at stronger rating multiples.

Best/Worst Case Rating Scenario

International scale credit ratings of Structured Finance transactions have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of seven notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of seven notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings are based on historical performance. For more information about the methodology used to determine sector-specific best- and worst-case scenario credit ratings, visit https://www.fitchratings.com/site/re/10111579.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as prepared by KPMG LLP. The third-party due diligence described in Form 15E focused on a comparison and re-computation of certain characteristics with respect to 287 sample contracts. Fitch considered this information in its analysis and it did not have an effect on Fitch's analysis or conclusions.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING

The principal sources of information used in the analysis are described in the Applicable Criteria.

REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS

A description of the transaction's representations, warranties and enforcement mechanisms (RW&Es) that are disclosed in the offering document and which relate to the underlying asset pool is available by clicking the link to the Appendix. The appendix also contains a comparison of these RW&Es to those Fitch considers typical for the asset class as detailed in the Special Report titled 'Representations, Warranties and Enforcement Mechanisms in Global Structured Finance Transactions'.

ESG Considerations

Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. For more information on Fitch's ESG Relevance Scores, visit www.fitchratings.com/esg.

The concentration of hybrid vehicles of 0.49% of the pool did not have an impact on Fitch's ratings Fitch's ratings analysis or conclusion on this transaction and has no impact on Fitch's ESG Relevance Score.

Additional information is available on www.fitchratings.com

PARTICIPATION STATUS

The rated entity (and/or its agents) or, in the case of structured finance, one or more of the transaction parties participated in the rating process except that the following issuer(s), if any, did not participate in the rating process, or provide additional information, beyond the issuer's available public disclosure.

APPLICABLE CRITERIA

Structured Finance and Covered Bonds Counterparty Rating Criteria (pub. 29 Jan 2020)

U.S. Auto Loan ABS Rating Criteria (pub. 19 Mar 2020) (including rating assumption sensitivity)

Global Structured Finance Rating Criteria (pub. 24 Mar 2021) (including rating assumption sensitivity)

APPLICABLE MODELS

Numbers in parentheses accompanying applicable model(s) contain hyperlinks to criteria providing description of model(s).

ABS Loss Forecaster Model, v1.1.1 (1)

Auto Timeshare Model, v1.1.1-TempOnlyNewDeal (1)

Read More On This Topic

Honda Auto Receivables 2021-3 Owner Trust - Appendix

ADDITIONAL DISCLOSURES

Dodd-Frank Rating Information Disclosure Form

ABS Due Diligence Form 15E 1

Solicitation Status

Endorsement Policy

ENDORSEMENT STATUS

Honda Auto Receivables 2021-3 Owner Trust 	EU Endorsed, UK Endorsed

(C) 2021 Electronic News Publishing, source ENP Newswire