Exhibit 99.1

 

 

Independent Accountants’ Agreed-Upon Procedures Report

 

American Honda Finance Corporation (the “Company”)

Barclays Capital Inc.

Citigroup Global Markets Inc.

MUFG Securities Americas Inc.

SG Americas Securities, LLC
(together, the “Specified Parties”)

 

Re: Honda Auto Receivables 2025-3 Owner Trust – Data File and XML File Procedures

 

We have performed the procedures described below on the specified attributes in

 

(i)an electronic data file entitled “2025-3 UWR01 B309 May2025 2-6B Reg ABII Bank Short List 20250624.txt” provided by the Company on June 24, 2025, containing information on 117,666 motor vehicle retail installment sale contracts secured by new and used Honda and Acura automobiles and light-duty trucks (the “Receivables”) as of May 31, 2025 (the “Data File”), and

 

(ii)an electronic data file entitled “HAROT 2025-3 B309 Honda_ex102_May2025 _Initial.csv” provided by the Company on June 25, 2025, containing information on the Receivables as of May 31, 2025 (the “XML File”),

 

which we were informed are intended to be included as collateral in the offering by Honda Auto Receivables 2025-3 Owner Trust. The Company is responsible for the specified attributes identified by the Company in the Data File and the XML File.

 

The Specified Parties have agreed to and acknowledged that the procedures performed are appropriate to meet their intended purpose of assisting specified parties in evaluating the accuracy of the specified attributes in the Data File and the XML File. This report may not be suitable for any other purpose. No other parties have agreed to or acknowledged the appropriateness of these procedures for the intended purpose or any other purpose.

 

The procedures performed may not address all the items of interest to a specified party of this report and may not meet the needs of all specified parties of this report and, as such, specified parties are responsible for determining whether the procedures performed are appropriate for their purposes. We make no representation regarding the appropriateness of the procedures either for the intended purpose or for any other purpose.

 

Unless otherwise stated, the following definitions have been adopted in presenting our procedures and findings:

 

·The term “compared” means compared to the information shown and found it to be in agreement, unless otherwise stated. Such compared information was deemed to be in agreement if differences were within the reporting threshold.

 

·The term “recomputed” means recalculated and compared the result to the information shown and found it to be in agreement, unless otherwise stated. Such recomputed information was deemed to be in agreement if differences were within the reporting threshold.

 

 

 

 

 

 

 

 

·The term “reporting threshold” means that dollar amounts and percentages were within $1.00 and 0.1%, respectively.

 

·The term “Initial Cutoff Date” means May 31, 2025.

 

·The term “DealerTrack” means the third-party software system used by the Company for the vehicle registration and titling process.

 

·The term “AHFC Systems” means the Company’s computer systems and includes the Company’s Customer Account Servicing System (“CASS”), and/or Auto Finance Servicing System (“AF”).

 

·The term “Title Document” means a screenshot from DealerTrack or a scanned image of a document, which the Company represented to be a document issued by a state, county, or city body, a tax assessor, or Department of Motor Vehicle (“DMV”) that contains the following details:

 

The Company’s name in whole, part, or acceptable abbreviation appearing as the legal owner or lien holder; and,

 

The VIN, vehicle owner’s name, or account number.

 

·The term “Data File Instructions” means the instructions provided by the Company pertaining to a procedure, attribute, or methodology related to the Data File, as described in Exhibit B.

 

·The term “XML File Instructions” means the instructions provided by the Company pertaining to a procedure, attribute, or methodology related to the XML File, as described in Exhibit C.

 

·The term “Receivable File” means some or all of the following documents provided by the Company for each of the Selected Receivables (defined below): Installment Sale Contract, Revised Truth-In Lending Disclosures and Correction(s) to Your Account Letter, Origenate Approval Form, screen shots from AHFC Systems and DealerTrack, Title Document, and/or Credit Application. We make no representation regarding the validity or accuracy of these documents or the execution of these documents by the obligor.

 

·The term “Provided Information” means the Initial Cutoff Date, Data File Instructions, XML File Instructions, and Receivable File.

 

The procedures we were instructed by the Company to perform and the associated findings are as follows:

 

A.We randomly selected a sample of Receivables from the Data File, utilizing a confidence level of 99.0%, an expected error rate of 2.0%, and a maximum estimated error occurrence rate (the upper error limit) for each of the attributes not to exceed 5.0%, as instructed by the Company. The selection criteria resulted in a sample of 287 Receivables (the “Selected Receivables”). A listing of the Selected Receivables is attached hereto as Exhibit A.

 

B.For each Selected Receivable, we compared or recomputed the specified attributes in the Data File listed below to or using the corresponding information included in the Receivable File, utilizing the Data File Instructions, as applicable, until agreed. The Specified Parties indicated that the absence of any of the information in the Receivable File or the inability to agree the indicated information from the Data File to the Receivable File for each of the attributes identified, utilizing the Data File Instructions, as applicable, constituted an exception. The Receivable File documents are listed in the order of priority.

 

2

 

 

 

 

Attribute Receivable File/Data File Instructions
First Payment Date Installment Sale Contract
Receivable Number Installment Sale Contract
Original Amount Financed Installment Sale Contract
Number of Payments Installment Sale Contract, “Contract Information” screen shot from AHFC Systems, and Data File Instructions
Scheduled Monthly Payment Installment Sale Contract, Revised Truth-In Lending Disclosures and Correction(s) to Your Account Letter
Annual Percentage Rate (“APR”) Installment Sale Contract, Revised Truth-In Lending Disclosures and Correction(s) to Your Account Letter, Origenate Approval Form, and Data File Instructions
New vs. Used Installment Sale Contract, Title Application, “Contract Information” screen shot from AHFC Systems, and Data File Instructions
Collateral Type (Honda or Acura) Installment Sale Contract
Loan Type (Simple Interest) Installment Sale Contract and Data File Instructions
Origination Date Installment Sale Contract, “Contract Information” screen shot from AHFC Systems, and Data File Instructions
Original Maturity Date Installment Sale Contract and Data File Instructions
Model Installment Sale Contract, “Collateral Information” screen shot from AHFC Systems, and Data File Instructions
Current Maturity Date Installment Sale Contract, “Account Inquiry” screen shot from AHFC Systems, and Data File Instructions
Legal Owner or Lien Holder Name Title Document and Data File Instructions

 

Based on the results of the procedures performed and the parameters included above, there is a 99.0% confidence level that the maximum estimated error occurrence rate for each of the attributes across the entire population of 117,666 Receivables does not exceed 5.0%. Because we are not engaged to express a conclusion, we do not offer a conclusion based on the application of a sampling technique.

 

We found such information to be in agreement.

 

C.For each Selected Receivable, we observed the presence of the following in the Receivable File:

 

·Credit Application

 

·Truth-in-Lending Disclosure Statement (in Installment Sale Contract or Revised Truth-In Lending Disclosures and Correction(s) to Your Account Letter)

 

·Signed Installment Sale Contract. We make no representation regarding the authenticity of the signature(s).

 

3

 

 

 

 

We found such information to be present.

 

D.For each Selected Receivable, we compared or recomputed the specified attributes in the XML File listed below to or using the corresponding information included in the Receivable File, utilizing the XML File Instructions, as applicable, until agreed. The Specified Parties indicated that the absence of any of the information in the Receivable File or the inability to agree the indicated information from the XML File to the Receivable File for each of the attributes identified, utilizing the XML File Instructions, as applicable, constituted an exception. The Receivable File documents are listed in the order of priority.

 

Attribute Receivable File/XML File Instructions
Original Interest Rate Percentage Installment Sale Contract, Revised Truth-In Lending Disclosures and Correction(s) to Your Account Letter, Origenate Approval Form, and XML File Instructions
Next Interest Rate Percentage Installment Sale Contract, Revised Truth-In Lending Disclosures and Correction(s) to Your Account Letter, Origenate Approval Form, and XML File Instructions
Reporting Period Interest Rate Percentage Installment Sale Contract, Revised Truth-In Lending Disclosures and Correction(s) to Your Account Letter, Origenate Approval Form, and XML File Instructions
Origination Date Installment Sale Contract and XML File Instructions
First Payment Date Installment Sale Contract and XML File Instructions
Maturity Date Installment Sale Contract and XML File Instructions
Original Loan Term Installment Sale Contract and XML File Instructions
Grace Period Number Installment Sale Contract and XML File Instructions
Subvented “Accrual Group” screen shot from AHFC Systems and XML File Instructions
Current Delinquency Status “Delinquency Summary” screen shot showing effective date June 1, 2025, “Payment History” screen shot from AHFC Systems, and XML File Instructions

 

Based on the results of the procedures performed and the parameters included above, there is a 99.0% confidence level that the maximum estimated error occurrence rate for each of the attributes across the entire population of 117,666 Receivables does not exceed 5.0%. Because we are not engaged to express a conclusion, we do not offer a conclusion based on the application of a sampling technique.

 

We found such information to be in agreement.

 

We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants, which involves us performing the specific procedures agreed to and acknowledged above and reporting on findings based on performing those procedures. We were not engaged to, and did not, conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the specified attributes in the Data File and XML File. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported.

 

4

 

 

 

 

We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.

 

The procedures performed were applied based on the information included in the Data File, XML File, and Provided Information, without verification or evaluation of such information by us; therefore, we express no opinion or any other form of assurance regarding (i) the reasonableness of the information provided to us by the Company, (ii) the physical existence of the Receivables, (iii) the reliability or accuracy of the Provided Information, which was used in our procedures, or (iv) matters of legal interpretation.

 

The procedures performed were not intended to address, nor did they address: (i) the conformity of the origination of the Receivables to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing any such Receivables being securitized, (iii) the compliance of the originator of the Receivables with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Receivables that would be material to the likelihood that the issuer of the asset-backed security will pay interest and principal in accordance with applicable terms and conditions. The procedures performed were not intended to satisfy any criteria for due diligence published by the nationally recognized statistical rating organizations (“NRSROs”).

 

The terms of our engagement are such that we have no responsibility to update this report because of events and circumstances that may subsequently occur.

 

This report is intended solely for the information and use of the Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors or the NRSROs, who are not identified in the report as the Specified Parties but may have access to this report as required by law or regulation.

 

/s/ KPMG LLP

 

Irvine, California
July 25, 2025

 

5

 

 

Exhibit A

The Selected Receivables

 

Selected
Receivable
Number
  Receivable
Number*
  Selected
Receivable
Number
Receivable
Number*
  Selected Receivable
Number
  Receivable
Number*
  Selected
Receivable
Number
Receivable
Number*
  Selected Receivable
Number
  Receivable
Number*
1   20253001   60   20253060   119   20253119   178   20253178   237   20253237
2   20253002   61   20253061   120   20253120   179   20253179   238   20253238
3   20253003   62   20253062   121   20253121   180   20253180   239   20253239
4   20253004   63   20253063   122   20253122   181   20253181   240   20253240
5   20253005   64   20253064   123   20253123   182   20253182   241   20253241
6   20253006   65   20253065   124   20253124   183   20253183   242   20253242
7   20253007   66   20253066   125   20253125   184   20253184   243   20253243
8   20253008   67   20253067   126   20253126   185   20253185   244   20253244
9   20253009   68   20253068   127   20253127   186   20253186   245   20253245
10   20253010   69   20253069   128   20253128   187   20253187   246   20253246
11   20253011   70   20253070   129   20253129   188   20253188   247   20253247
12   20253012   71   20253071   130   20253130   189   20253189   248   20253248
13   20253013   72   20253072   131   20253131   190   20253190   249   20253249
14   20253014   73   20253073   132   20253132   191   20253191   250   20253250
15   20253015   74   20253074   133   20253133   192   20253192   251   20253251
16   20253016   75   20253075   134   20253134   193   20253193   252   20253252
17   20253017   76   20253076   135   20253135   194   20253194   253   20253253
18   20253018   77   20253077   136   20253136   195   20253195   254   20253254
19   20253019   78   20253078   137   20253137   196   20253196   255   20253255
20   20253020   79   20253079   138   20253138   197   20253197   256   20253256
21   20253021   80   20253080   139   20253139   198   20253198   257   20253257
22   20253022   81   20253081   140   20253140   199   20253199   258   20253258
23   20253023   82   20253082   141   20253141   200   20253200   259   20253259
24   20253024   83   20253083   142   20253142   201   20253201   260   20253260
25   20253025   84   20253084   143   20253143   202   20253202   261   20253261
26   20253026   85   20253085   144   20253144   203   20253203   262   20253262
27   20253027   86   20253086   145   20253145   204   20253204   263   20253263
28   20253028   87   20253087   146   20253146   205   20253205   264   20253264
29   20253029   88   20253088   147   20253147   206   20253206   265   20253265
30   20253030   89   20253089   148   20253148   207   20253207   266   20253266
31   20253031   90   20253090   149   20253149   208   20253208   267   20253267
32   20253032   91   20253091   150   20253150   209   20253209   268   20253268
33   20253033   92   20253092   151   20253151   210   20253210   269   20253269
34   20253034   93   20253093   152   20253152   211   20253211   270   20253270
35   20253035   94   20253094   153   20253153   212   20253212   271   20253271
36   20253036   95   20253095   154   20253154   213   20253213   272   20253272
37   20253037   96   20253096   155   20253155   214   20253214   273   20253273
38   20253038   97   20253097   156   20253156   215   20253215   274   20253274
39   20253039   98   20253098   157   20253157   216   20253216   275   20253275
40   20253040   99   20253099   158   20253158   217   20253217   276   20253276
41   20253041   100   20253100   159   20253159   218   20253218   277   20253277
42   20253042   101   20253101   160   20253160   219   20253219   278   20253278
43   20253043   102   20253102   161   20253161   220   20253220   279   20253279
44   20253044   103   20253103   162   20253162   221   20253221   280   20253280
45   20253045   104   20253104   163   20253163   222   20253222   281   20253281
46   20253046   105   20253105   164   20253164   223   20253223   282   20253282
47   20253047   106   20253106   165   20253165   224   20253224   283   20253283
48   20253048   107   20253107   166   20253166   225   20253225   284   20253284
49   20253049   108   20253108   167   20253167   226   20253226   285   20253285
50   20253050   109   20253109   168   20253168   227   20253227   286   20253286
51   20253051   110   20253110   169   20253169   228   20253228   287   20253287
52   20253052   111   20253111   170   20253170   229   20253229        
53   20253053   112   20253112   171   20253171   230   20253230        
54   20253054   113   20253113   172   20253172   231   20253231        
55   20253055   114   20253114   173   20253173   232   20253232        
56   20253056   115   20253115   174   20253174   233   20253233        
57   20253057   116   20253116   175   20253175   234   20253234        
58   20253058   117   20253117   176   20253176   235   20253235        
59   20253059   118   20253118   177   20253177   236   20253236        

 

(*) The Company has assigned a unique eight digit Receivable Number to each Receivable in the Data File. The Receivable Numbers referred to in this Exhibit are not the Customer Account Numbers.

 

 

 

Exhibit B

Data File Instructions

Attribute Data File Instructions
Number of Payments In the event the Number of Payments did not agree to the number stated in the Installment Sale Contract, compare the Number of Payments to the number stated in the “Original Term” field on the “Contract Information” screen shot from AHFC Systems.
Annual Percentage Rate (“APR”) In the event the APR did not agree to the percentage stated in the Installment Sale Contract, compare the APR to the percentage stated in the Revised Truth-In Lending Disclosures and Correction(s) to Your Account Letter, or recompute the APR by subtracting the applicable percentage stated in the Rate Modifier section and adding the applicable percentage on the Max Rate Markup line from the percentage stated in the Program Rate line in the Origenate Approval Form. Compare the recomputed APR to the APR in the Data File.
New vs. Used Consider an entry of “C” or “U” in the Data File to be a Used vehicle, and an entry of “N” in the Data File to be a New vehicle.  
Loan Type
(Simple Interest)
In the event Loan Type was not stated in the Installment Sale Contract, consider Simple Interest to be the only Loan Type available in AHFC Systems.
Origination Date In the event the Installment Sale Contract was signed by the buyer and co-buyer on different dates, compare the Origination Date to the date stated in the “Contract Date” field on the “Contract Information” screen shot from AHFC Systems.
Original Maturity Date In the event the Original Maturity Date was not stated in the Installment Sale Contract, recompute the Original Maturity Date by adding the Original Term per the Installment Sale Contract to the First Payment Date stated in the Installment Sale Contract. Compare the recomputed Original Maturity Date to the Original Maturity Date in the Data File.
Model Consider the information to be in agreement if the Installment Sale Contract indicates a specific model of the general model stated in the Data File.
Current Maturity Date In the event the Current Maturity Date did not agree to the date stated in the Installment Sale Contract (i.e., the Original Maturity Date) or the recomputed Original Maturity Date, compare the Current Maturity Date to the date stated in the screen shot from AHFC Systems as of the Initial Cutoff Date.
Legal Owner or Lien Holder Name Consider variations due to spelling, abbreviation, truncation, punctuation of the full legal name as well as the addition of the P.O. Box city name to be acceptable.

 

 

 

Exhibit C

XML File Instructions

Attribute XML File Instructions
Original Interest Rate Percentage, Next Interest Rate Percentage, and Reporting Period Interest Rate Percentage In the event the Original Interest Rate Percentage, Next Interest Rate Percentage, and/or Reporting Period Interest Rate Percentage did not agree to the percentage stated in the Installment Sale Contract, compare the Original Interest Rate Percentage, Next Interest Rate Percentage, and/or Reporting Period Interest Rate Percentage to the percentage stated in the Revised Truth-In Lending Disclosures and Correction(s) to Your Account Letter, or recompute the Original Interest Rate Percentage, Next Interest Rate Percentage, and/or Reporting Period Interest Rate Percentage by subtracting the applicable percentage stated in the Rate Modifier section and adding the applicable percentage on the Max Rate Markup line from the percentage stated in the Program Rate line in the Origenate Approval Form. Compare the recomputed Original Interest Rate Percentage, Next Interest Rate Percentage, and/or Reporting Period Interest Rate Percentage to the Original Interest Rate Percentage, Next Interest Rate Percentage, and/or Reporting Period Interest Rate Percentage in the XML File.
Origination Date Compare the month and year of the Origination Date in the XML File to the month and year of the Origination Date in the Receivable File.
First Payment Date Compare the month and year of the First Payment Date in the XML File to the month and year of the First Payment Date in the Receivable File.
Maturity Date Compare the month and year of the Maturity Date in the XML File to the month and year of the Current Maturity Date in the Receivable File.
Original Loan Term Recompute the Original Loan Term as the difference in months between the “DATEMAT” and the “DATEORIG” fields in the Data File. Compare the recomputed Original Loan Term to the Original Loan Term in the XML File.
Grace Period Number Recompute the Grace Period Number as the difference in months between the “DATEFPAY” and the “DATEORIG” fields in the Data File. Compare the recomputed Grace Period Number to the Grace Period Number in the XML File.
Subvented Compare the “Original Unearned Amount” field in the “Accrual Group” screen shot from AHFC Systems to the value in the “subvented” field in the XML File. If the “Original Unearned Amount” field contained an amount greater than zero, consider the Selected Receivable as Subvented. If the “Original Unearned Amount” field was blank, consider the Selected Receivable as not Subvented.

 

 

 

Exhibit C (cont’d)
XML File Instructions
 
Attribute XML File Instructions
Current Delinquency Status

In the event the “Total Days Past Due” field in the “Delinquency Summary” screen shot from AHFC Systems did not agree to the value in the “currentDelinquencyStatus” field in the XML File, recompute the Current Delinquency Status by subtracting the latest payment due date prior to the Initial Cutoff Date in the “Payment History” screen shot from AHFC Systems from the Initial Cutoff Date. Compare the recomputed Current Delinquency Status to the “Current Delinquency Status” field in the XML File.

 

In the event the recomputed Current Delinquency Status did not agree to the value in the “currentDelinquencyStatus” field in the XML File, assume that the difference is due to the timing of payment posting or payment reversal.

 

To determine the day a payment is posted, a cut-off time is established a few hours before the end of the day to allow for batch processing and reconciliation of payments in AHFC systems. When the cut-off time is reached, the Current Delinquency Status in AHFC Systems is advanced by one day (or two days on Monday to account for Sunday being a non-processing day) to reflect the Current Delinquency Status at the end of the day, and payments received after the cut-off time will have a posting date of the following day.

 

In the event the recomputed Current Delinquency Status did not agree to the value in the “currentDelinquencyStatus” field in the XML File, for purposes of comparing Current Delinquency Status, recompute the Current Delinquency Status by adding the number of days between the Initial Cutoff Date and the date the payment was posted in AHFC Systems to the Current Delinquency Status in AHFC Systems as of the immediately preceding day before the Initial Cutoff Date. Compare the recomputed Current Delinquency Status to the “Current Delinquency Status” field in the XML File.

 

In the event a payment was made prior to the Initial Cutoff Date and was subsequently reversed after the Initial Cutoff Date, observe the effective date of the payment reversal on the “Payment History” screen shot from AHFC Systems. Then, compare the “Total Days Past Due” field in the “Delinquency Summary” screen shot from AHFC Systems as of the effective date of the payment reversal to the “currentDelinquencyStatus” field in the XML File.