Fitch Rates Honda Auto Receivables 2005-5 Owner Trust 'F1+/AAA'

NEW YORK--Oct. 25, 2005--Fitch Ratings assigns ratings to the Honda Auto Receivables 2005-5 Owner Trust receivables-backed class A notes as follows:

-- $374,000,000 4.22063% class A-1 asset-backed notes 'F1+';

-- $300,000,000 4.54% class A-2 asset-backed notes 'AAA';

-- $550,000,000 4.61% class A-3 asset-backed notes 'AAA';

-- $273,500,000 4.69% class A-4 asset-backed notes 'AAA'.

The trust is also issuing $51,894,619 in retained and unrated certificates. Fitch's ratings address the likelihood that the noteholders receive full payments of interest and principal in accordance with the terms of the transaction documents. The ratings on the class A notes are based on the high quality of the receivables originated and serviced by American Honda Finance Corporation (AHFC), the transaction's sound legal and cash flow structure, the 3.85% initial credit enhancement provided by the 3.35% subordinated certificates and the 0.50% nondeclining reserve account, the yield supplement account (YSA) designated to compensate for low annual percentage rates (APR), and the availability of excess spread which builds the reserve account to its target and floor of 0.75% of the initial pool balance (a 0.25% increase from the 2005-4 and 2005-3 transactions).

Principal and interest on the notes will be distributed monthly, commencing Nov. 1, 20055, 2005 with subsequent payment dates on the 15th of each month. Principal is distributed on a modified pro rata basis, with the class A-1 notes receiving all principal collections until paid in full. Once the class A-1 notes are retired, principal is distributed sequentially among the remaining class A notes but pro rata with the certificates. The certificate interest and principal payments are subordinated to the note interest and principal payments, as well as payments to the reserve account.

The receivables consist of a pool of retail installment sales contracts originated by AHFC through its nationwide network of authorized Honda and Acura dealers. The receivables include 93,648 automobile loans with a total principal balance of $1.55 billion, like the 2005-4 transaction. New vehicles represent 83.94% of the pool versus 16.06% used vehicles. The weighted average (WA) original term is 56.26 months, on average two months lower than securitizations since 2004-1. The WA remaining term is 50.25 months, which results in a seasoning of six months. The WA APR on the pool is up slightly to 4.35% from 3.98% and 3.93% in 2005-4 and 2005-3 but down from the first two 2005 transactions as a result of the high concentration of incentive loans in the 2005-3 and 2005-4 pools. The credit tier distribution for 2005-5, as captured by Honda's proprietary credit scores, is similar to that of 2005-4 and generally comparable with those for previous transactions.

As before, California is the most represented state in the pool of receivables, with 16.29%. Texas (8.87%), New Jersey (5.76%), and Pennsylvania (5.68%) are the next most represented states. No other state accounts for more than 5.56% of the pool. Geographic diversification protects the transaction in the event of a regional downturn. To remove the uncertainty associated with the areas affected by Hurricane Katrina, accounts in the Federal Emergency Management Agency designated counties (Alabama, Louisiana, and Mississippi) were excluded from the 2005-5 pool of receivables.

Business and credit stress scenarios were applied to the collateral to ensure that the structure is sufficient to withstand 'AAA' scenarios. Under the existing structure, 2005-5 is able to sustain more than 5.1% net losses without incurring a shortfall of principal or interest on the class A notes.

Honda Motor Co., Ltd. (HMC), AHMC's parent company, is Japan's third largest car manufacturer, a leading maker of motorcycles, motor vehicles, and power equipment, and ranks among the world's top 10 manufacturers. Additionally, HMC enjoys an extremely competitive global position based on its capital and manufacturing efficiency and reputation for producing high quality products.

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