Bond Honda American Finance 0% ( US02665WCF68 ) in USD

Honda American Finance

100 % ⇌

United States

US02665WCF68 ( in USD )

08/05/2019 - Bond has expired

Prospectus brochure of the bond American Honda Finance US02665WCF68 in USD 0%, expired

2 000 USD

600 000 000 USD

02665WCF6

N/A

American Honda Finance is a captive finance company wholly owned by Honda Motor Co., Ltd., providing financial services for the purchase or lease of Honda and Acura vehicles in the United States.

This financial analysis details the recently matured and redeemed bond issued by American Honda Finance, a significant financial services subsidiary of the global automotive giant Honda that plays a pivotal role in facilitating vehicle sales and leases across the United States; identified by ISIN US02665WCF68 and CUSIP 02665WCF6, this United States-issued bond, denominated in USD, carried a 0% interest rate, characteristic of a zero-coupon instrument, and represented an original total issue size of $600,000,000 with a minimum purchase threshold of $2,000; despite a listed payment frequency of 2, its 0% coupon implied no periodic interest disbursements, and it reached its maturity on May 8, 2019, at which point it was fully repaid at 100% of its face value, confirming its successful redemption.

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424B2 1 d581040d424b2.htm 424B2
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This filing is made pursuant to Rule 424(b)(2)
under the Securities Act of 1933 in connection with
Registration No. 333-213047
PRICING SUPPLEMENT DATED MAY 3, 2018
(To Prospectus dated August 10, 2016 and
Prospectus Supplement dated August 10, 2016)

Floating Rate Medium-Term Notes, Series A

This pricing supplement supplements the terms and conditions in the prospectus, dated August 10, 2016, as supplemented by the prospectus supplement, dated
August 10, 2016 (the "prospectus supplement" and together with the prospectus, dated August 10, 2016, and with all documents incorporated herein by reference, the
"prospectus"), and relates to the offering and sale of $600,000,000 aggregate principal amount of Floating Rate Medium-Term Notes, Series A, due May 8, 2019 (the
"Notes"). Unless otherwise defined in this pricing supplement, terms used herein have the same meanings as are given to them in the prospectus.

CUSIP: 02665WCF6
Trade Date: May 3, 2018
Form: [X] Book-Entry [ ] Certificated
Original Issue Date: May 8, 2018
Principal Amount: $600,000,000
Stated Maturity: May 8, 2019

Record Dates: 15th calendar day, whether or not a Business Day, preceding the
Stated Maturity Extension Option: N/A
related Interest Payment Date
Basis for Interest Rate During Extension Period (only applicable if
Price to Public: 100.00%
option to extend Stated Maturity):

Extension Period(s) and Final Maturity Date (only applicable if option
Discount or Commission: 0.03%
to extend Stated Maturity):

Net Proceeds to Issuer: 99.97% / $599,820,000

Specified Currency: N/A
Index Maturity: 3 month

Interest Payment Dates: Each February 8, May 8, August 8 and November 8,
Initial Interest Rate: The initial interest rate will be based on 3 month
commencing on August 8, 2018, and on the Stated Maturity Date
LIBOR determined on May 4, 2018 plus the Spread, accruing from May

8, 2018
Interest Rate Category:

[X] Regular Floating Rate Note
? Inverse Floating Rate Note
[ ] Floating Rate/Fixed Rate Note
Fixed Interest Rate:
Fixed Rate Commencement Date:
? Other Floating Rate Note
Fixed Interest Rate:

Interest Rate Basis:

[X] LIBOR:
? Federal Funds Rate:
Designated LIBOR Page:
[X] Reuters Page LIBOR 01
? Federal Funds (Effective) Rate
[ ] Reuters Page LIBOR 02
? Federal Funds Open Rate
Designated LIBOR Currency: U. S. dollars
? Federal Funds Target Rate
? EURIBOR
? Federal Funds Rate (FEDL01):
? Treasury Rate
? CMT Rate:
? Commercial Paper Rate
? Reuters Page FRBCMT:
? Prime Rate
? Reuters Page FEDCMT:
? Weekly Average
? CD Rate

? Monthly Average
? Eleventh District Cost of Funds Rate

Interest Rate Reset Cutoff Date: N/A
Initial Interest Reset Date: August 8, 2018
Maximum Interest Rate: N/A
Interest Reset Dates: Each Interest Payment Date
Minimum Interest Rate: N/A
Interest Determination Dates: The second London Banking Day
preceding each Interest Reset Date
Calculation Agent: Deutsche Bank Trust Company Americas
Spread: +6bps
Original Issue Discount: [ ] Yes [X] No
Spread Multiplier: N/A
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Repayment: [ ] Yes [X] No
Spread/Spread Multiplier Reset Option: [ ] Yes [X] No
Optional Repayment Date(s):
Optional Reset Dates:
Repayment Price:

Redemption: [__] Yes [X] No

Day Count Convention:
[ ] 30/360
Agent: Merrill Lynch, Pierce, Fenner & Smith
[X] Actual/360
Incorporated
[ ] Actual/Actual

Agent's Capacity:
[ ] Principal
[X] Agent

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ADDITIONAL TERMS OF THE NOTES
Plan of Distribution
Under the terms and subject to the conditions set forth in a distribution agreement (the "Distribution Agreement") dated as of August 10, 2016,
between American Honda Finance Corporation ("AHFC"), and the agents named in the prospectus supplement, AHFC is hereby offering the Notes through
the Agent named below, acting as agent. The Agent named below has agreed to use its reasonable best efforts to solicit offers to purchase the Notes. The
Agent named below will receive its commission with respect to the principal amount of the Notes set forth below.

Aggregate Principal
Agent

Amount of Notes

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

$
600,000,000.00

Total

$
600,000,000.00

Settlement Date
Under Rule 15c6-1 of the U.S. Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two
business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes before May 4, 2018, will be
required to specify alternative settlement arrangements to prevent a failed settlement.

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ADDITIONAL RISK RELATED TO LIBOR
Increased regulatory oversight, uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR after 2021 may adversely
affect the value of the Notes.
LIBOR is the subject of recent national and international regulatory guidance and proposals for reform. These reforms or actions by the British
Bankers' Association (the "BBA") in connection with the investigations into whether banks have been manipulating or attempting to manipulate LIBOR,
may cause LIBOR to perform differently than in the past, or have other consequences which cannot be predicted. For example, on July 27, 2017, the U.K.
Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. Furthermore, in the
United States, efforts to identify a set of alternative U.S. dollar reference interest rates include proposals by the Alternative Reference Rates Committee
sponsored by the Federal Reserve Board and the Federal Reserve Bank of New York. At this time, it is not possible to predict the effect of any such
changes, any establishment of alternative reference rates or any other reforms to LIBOR that may be enacted in the United Kingdom, in the United States
or elsewhere. Uncertainty as to the nature of such potential changes, alternative reference rates, the replacement or disappearance of LIBOR or other
reforms may adversely affect the value of and the return on LIBOR-based securities, including the Notes.

PS-4
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MATERIAL UNITED STATES FEDERAL INCOME TAXATION
The following are certain material U.S. federal income tax consequences of ownership and disposition of the Notes. It does not purport to be a
complete analysis of all tax considerations relating to the Notes. Prospective purchasers of the Notes should consult their tax advisers as to the
consequences under the tax laws of the country of which they are a resident for tax purposes and the tax laws of the United States of acquiring, holding and
disposing of the Notes and receiving payments under the Notes. This summary is based upon the law as in effect on the date of this pricing supplement and
is subject to any change in law that may take effect after such date.
The discussion below supplements and, to the extent inconsistent, replaces the discussion under "Material United States Federal Income Taxation"
beginning on page S-35 of the accompanying prospectus supplement, and is subject to the assumptions, limitations and exceptions set forth therein. This
discussion only applies to you if you are a U.S. holder, as that term is defined under "Material United States Federal Income Taxation" on page S-35 of the
accompanying prospectus supplement.
On December 22, 2017, The Tax Cuts and Jobs Act (the "Act") was signed into law. The Act is complex and new (and it lacks administrative
guidance); thus, the impact of certain aspects of its provisions on us, or on you, is currently unclear.
Special Rules for Accrual Method Taxpayers
The Act modified the rules regarding the timing of income to be recognized by accrual method taxpayers. Under these modifications, if you are an
accrual method taxpayer, notwithstanding any discussion in the accompanying prospectus supplement, you may be required to include stated interest,
original issue discount, and other income on a Note no later than when the relevant item is taken into account as revenue in an applicable financial
statement (if any). These new rules will generally apply to stated interest and other income after December 31, 2017, but will not apply to original issue
discount until after December 31, 2018. You should consult your tax adviser concerning the application of these rules in your particular situation.

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LEGAL MATTERS
In the opinion of David Peim, as counsel to AHFC, when the Notes offered by this pricing supplement and accompanying prospectus supplement and
prospectus have been executed and issued by AHFC and authenticated by the trustee pursuant to the Indenture, dated as of September 5, 2013, between
AHFC and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture, dated as of
February 8, 2018, between AHFC and the Trustee (as so supplemented, the "Indenture"), and delivered against payment as contemplated herein, such Notes
will be legally valid and binding obligations of AHFC, enforceable against AHFC in accordance with their terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally (including, without limitation, fraudulent
conveyance laws), and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and
the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding at law or in equity. This opinion is
given as of the date hereof and is limited to the present laws of the State of California and the State of New York. In addition, this opinion is subject to
customary assumptions about the trustee's authorization, execution and delivery of the Indenture and its authentication of the Notes and the enforceability
of the Indenture with respect to the trustee and other matters, all as stated in the letter of such counsel dated August 10, 2016 and filed as Exhibit 5.1 to
AHFC's Registration Statement on Form S-3 (File No. 333-213047) filed with the Securities and Exchange Commission on August 10, 2016.

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PROSPECTUS SUPPLEMENT
(To Prospectus dated August 10, 2016)
$30,000,000,000

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Medium-Term Notes, Series A
Due Nine Months or More From Date of Issue
American Honda Finance Corporation plans to offer and sell using this prospectus supplement up to $30,000,000,000 aggregate principal amount of Medium-Term Notes,
Series A (the "notes"), from time to time with various terms, which may include the following:

·
The notes will mature nine months or more from the date of issue.
·
The notes will be unsecured unsubordinated obligations of American Honda

·
The notes may bear interest at fixed or floating rates or may not bear any
Finance Corporation.

interest. Floating rate interest may be based on one or more of the

·
The pricing supplement will specify the interest payment dates.
following rates plus or minus one or more fixed amounts or multiplied by

·
Payments on notes issued as indexed notes will be determined by reference to the
one or more leverage factors:

index specified in the pricing supplement.

·
CD Rate

·
The pricing supplement will specify if the notes can be redeemed before their

·
CMT Rate
maturity and if they are subject to mandatory redemption, redemption at our option

·
Commercial Paper Rate
or repayment at the option of the holder of the notes.

·
Eleventh District Cost of Funds Rate
·
The notes will be denominated in U.S. dollars or any other currency specified in the

·
Federal Funds Rate
applicable pricing supplement.

·
LIBOR
·
The notes will be in book-entry or certificated form.

·
EURIBOR
·
The notes will be in minimum denominations of $2,000, increased in multiples of

$1,000, unless specified otherwise in the applicable pricing supplement. We will

·
Prime Rate

specify the minimum denominations for notes denominated in a foreign currency in

·
Treasury Rate
the applicable pricing supplement.

·
Any other rate specified in the applicable pricing supplement

·
Any combination of rates specified in the applicable pricing

supplement

We will specify the final terms for each note in the applicable pricing supplement. If the terms of the notes described in this prospectus supplement or the accompanying
prospectus are different from those described in the applicable pricing supplement, you should rely on the information in the most recently dated document.
Investing in the notes involves risks. See "Risk Factors " on page S-1 of this prospectus supplement and page 1 of the accompanying prospectus and, if applicable,
any risk factors described in any documents incorporated by reference in this prospectus supplement before investing in the notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Price to
Agents' Discounts
Proceeds to American

Public

and Commissions
Honda Finance Corporation
Per note

100.000%(1)
0.030% - 0.150%(2)

99.850% - 99.970%(2)

(1)
Unless the pricing supplement provides otherwise, we will issue the notes at 100% of their principal amount.
(2)
Unless the pricing supplement provides otherwise, we will pay an agent a discount or commission ranging from 0.030% -0.150% and the proceeds to us will be 99.850% -99.970% of the
principal amount of the notes offered.
We are offering the notes on a continuing basis through the agents listed below. These agents are not required to sell any specific number or dollar amount of the notes but
will use their reasonable best efforts to sell the notes offered. We may also appoint additional agents. We may also sell notes to the agents listed below or others, as principal, for
resale to investors and other purchasers. In this prospectus supplement, persons who purchase notes from us as agent or as principal for resale are referred to as "agents." We may
also sell notes without the assistance of an agent.
BofA Merrill Lynch
Arranger
Barclays
BNP PARIBAS
BNY Mellon Capital Markets, LLC
Citigroup
Deutsche Bank Securities
HSBC
J.P. Morgan
Lloyds Securities
Mizuho Securities
Morgan Stanley
RBC Capital Markets
SMBC Nikko
SOCIETE GENERALE
TD Securities
US Bancorp
Wells Fargo Securities
The date of this prospectus supplement is August 10, 2016
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Page
Prospectus Supplement

About this Prospectus Supplement and Pricing Supplements
S-ii
Risk Factors
S-1
Description of the Notes
S-6
Special Provisions Relating to Foreign Currency Notes
S-31
Material United States Federal Income Taxation
S-35
Plan of Distribution
S-48
Validity of the Notes
S-54
Prospectus

About this Prospectus

1
Risk Factors

1
Where You Can Find More Information

1
Incorporation of Information Filed with the SEC

2
Forward-Looking Statements

2
American Honda Finance Corporation

4
Ratio of Earnings to Fixed Charges

4
Use of Proceeds

4
Description of Debt Securities

5
Plan of Distribution

21
Legal Matters

22
Experts

22
In this prospectus supplement, unless otherwise indicated by the context, "AHFC," "we," "us" and "our" refer solely to American Honda Finance
Corporation (excluding its subsidiaries) and "HMC" refers to Honda Motor Co. Ltd., AHFC's indirect parent. AHFC is the issuer of all of the notes offered
under this prospectus supplement. In this prospectus supplement and the accompanying prospectus, references to "$" are to the United States dollar and
"C$" are to the Canadian dollar. Our website address is www.hondafinancialservices.com. The information on our website is not part of, or incorporated by
reference into, this prospectus supplement.
This prospectus supplement does not contain complete information about the offering of the notes. No one may use this prospectus supplement to
offer and sell the notes unless it is accompanied by the prospectus. If the terms of the particular notes described in a pricing supplement are different from
those contained in this prospectus supplement or the accompanying prospectus, you should rely on the information in the pricing supplement. We are
responsible only for the information contained in this prospectus supplement, the accompanying prospectus and the applicable pricing supplement, the
documents incorporated by reference therein and any related free writing prospectus issued or authorized by us. We have not authorized anyone to provide
you with any other information, and we take no responsibility for any other information that others may give you. You should assume that the information
included in this prospectus supplement, the accompanying prospectus or the applicable pricing supplement, or incorporated by reference therein, is accurate
as of the date on the front cover of this prospectus supplement, the accompanying prospectus or the applicable pricing supplement or the document
incorporated by reference, as applicable. Our business, financial condition, results of operations, liquidity, cash flows and prospects may have changed
since then. We are not making an offer to sell the notes offered by this prospectus supplement in any jurisdiction where the offer or sale is not permitted.

S-i
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ABOUT THIS PROSPECTUS SUPPLEMENT AND PRICING SUPPLEMENTS
This prospectus supplement sets forth certain terms of the notes that we may offer and supplements the prospectus that is attached to the back of this
prospectus supplement. This prospectus supplement supersedes the prospectus to the extent it contains information that is different from the information in
the prospectus.
Each time we offer notes pursuant to this prospectus supplement, we will attach a pricing supplement. The pricing supplement will contain the
specific description of the notes we are offering and the terms of the offering. The pricing supplement will supersede this prospectus supplement or the
accompanying prospectus to the extent it contains information that is different from the information contained in this prospectus supplement or the
accompanying prospectus.
It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus and pricing
supplement in making your investment decision. You should also read and consider the information contained in the documents identified in "Where You
Can Find More Information" and "Incorporation of Information Filed with the SEC" in the accompanying prospectus.

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S-ii
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RISK FACTORS
Your investment in the notes involves risks. You should consult with your own financial and legal advisers as to the risks involved in an investment in
the notes and to determine whether the notes are a suitable investment for you. The notes may not be a suitable investment for you if you are
unsophisticated with respect to the significant elements of the notes or financial matters. Notes denominated or payable in a foreign currency are not an
appropriate investment for investors who are unsophisticated with respect to foreign currency transactions. Indexed notes are not an appropriate
investment for investors who are unsophisticated with respect to the type of index or formula used to determine the amount payable.
You should carefully consider the risk factors discussed below. In addition, certain factors that may adversely affect the business of AHFC are
discussed in AHFC's most recent Annual Report on Form 10-K, and such risk factors may be amended, supplemented or superseded from time to time by
other reports we file with the SEC, including subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-
K. You should also consider any risk factors described in any other documents incorporated by reference herein as set forth in "Incorporation of
Information Filed with the SEC" in the accompanying prospectus. The pricing supplement for a particular issuance of notes may describe additional
information and risks applicable to those notes.
We cannot assure you that a trading market for the notes will ever develop or be maintained.
There currently is no secondary market in which the notes can be resold, and a secondary market may never develop or be maintained. If a secondary
market does develop, it may not continue or it may not be sufficiently liquid to allow you to resell your notes if or when you want to or at a price that you
consider acceptable. From time to time, the agents may make a market in the notes, but any market making may be discontinued at any time. We do not
intend to list the notes on any securities exchange. In evaluating the notes, you should assume that you will be holding the notes until their maturity.
If you try to sell the notes before they mature, the market value, if any, may be less than the principal amount of the notes.
If you try to sell your notes prior to maturity, there may be a very limited market for the notes, or no market at all. Even if you are able to sell your
notes, there are many factors that may affect the trading market or market value of the notes. Some of these factors, which are mentioned below, are
interrelated. As a result, the effect of any one factor may be offset or magnified by the effect of another factor. These factors include, without limitation:

· the method of calculating principal, premium, if any, or interest or any other amounts to be paid on the notes;

· the time remaining to the maturity of the notes;

· the outstanding principal amount of the notes;

· the redemption or repayment features, if any, of the notes;

· rates of interest prevailing in the markets that may be higher than rates borne by the notes;

· the complexity and volatility of any index or formula applicable to the notes;

· the amount of other securities linked to any index or formula applicable to the notes;

· the level, direction and volatility of market interest rates generally and other conditions in the credit markets, including the degree of liquidity

in the credit markets generally;

· the credit ratings assigned to AHFC, HMC or the notes; and

· AHFC's or HMC's perceived creditworthiness, which may be impacted by AHFC's or HMC's financial condition, cash flow or results of

operations.

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In addition, because some notes may be designed for specific investment objectives or strategies, those notes may (1) have a more limited trading
market and (2) experience more price volatility than conventional debt securities.
Because of these limitations, you may not be able to sell notes readily or at prices that enable you to realize the yield you expect. In this regard, notes
issued at a substantial discount from their principal amount payable at maturity trade at prices that tend to fluctuate more in relation to general changes in
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interest rates than the prices for conventional interest-bearing notes with comparable maturities. You should not purchase notes unless you understand and
are able to bear the risk that the notes may not be easy to sell and that the value of the notes will fluctuate over time, perhaps significantly.
In addition, if your investment activities are subject to legal investment laws and regulations, you may not be able to invest in certain types of notes
or your investment in them may be limited. You should review and consider any applicable restrictions before investing in the notes.
The notes are effectively subordinated to the indebtedness of AHFC's consolidated subsidiaries.
AHFC's right to participate in any distribution of assets of any of its consolidated subsidiaries upon that subsidiary's dissolution, winding-up,
liquidation or otherwise (and thus the ability of the holders of the notes to participate indirectly from such distribution) is subject to the prior claims of the
creditors of that subsidiary, except to the extent that AHFC is a creditor of the subsidiary and AHFC's claims are recognized, and to any preferred equity
holders of that subsidiary. Therefore, the notes are effectively subordinated to all indebtedness and other obligations of AHFC's consolidated subsidiaries
and to any preferred equity holders of such subsidiaries. AHFC's subsidiaries are separate legal entities and have no obligations to pay, or make funds
available for the payment of, any amounts due on the notes. The indenture governing the notes does not restrict AHFC and its subsidiaries from incurring
additional indebtedness or other obligations or issuing preferred equity. The incurrence of additional indebtedness and other liabilities by AHFC or its
subsidiaries or issuance of any preferred equity by AHFC's subsidiaries could adversely affect AHFC's ability to pay obligations on the notes. As of June
30, 2016, AHFC and its consolidated subsidiaries had approximately $55.9 billion of outstanding indebtedness and other liabilities, including current
liabilities, of which approximately $14.5 billion consisted of indebtedness and liabilities of its consolidated subsidiaries, and none of AHFC's consolidated
subsidiaries had outstanding any preferred equity.
If you purchase redeemable notes, we may choose to redeem notes when prevailing interest rates are relatively low.
If your notes are redeemable at our option, we may choose to redeem your notes from time to time. Prevailing interest rates at the time we redeem
your notes would likely be lower than the rate borne by the notes as of the time they are redeemed. In such a case, you would not be able to reinvest the
redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the notes being redeemed. This may also be the
case for any mandatory redemption of your notes. For this reason, an optional or mandatory redemption feature can affect the market value of your notes.
Our redemption right also may adversely impact your ability to sell your notes as the redemption date approaches.
Any credit ratings assigned to the notes may not reflect all risks on the market value of the notes.
The credit ratings assigned to AHFC represent the rating agencies' opinion regarding AHFC's credit quality and are not a guarantee of quality. Credit
ratings are not recommendations to buy, sell or hold securities and are subject to revision or withdrawal at any time by the assigning rating agency. Each
rating agency may have different criteria for evaluating credit risk, and therefore ratings should be evaluated independently for each rating agency.

S-2
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Any credit ratings assigned to the notes reflect the rating agencies' opinion of AHFC's ability to make payments on the notes when such payments
are due. Actual or anticipated changes in the credit ratings assigned to the notes will generally affect the market value of your notes. The credit ratings
assigned to the notes, however, may not reflect fluctuations in the market value of the notes as a result of changes in prevailing interest rates, AHFC's
credit spreads or other factors.
The agents and their affiliates may publish reports, express opinions or provide recommendations that are inconsistent with investing in or
holding the notes and could affect the value of the notes.
The agents and their affiliates may publish reports from time to time on financial markets and other matters that may influence the value of the notes
or express opinions or provide recommendations that are inconsistent with investing in or holding the notes and could affect the value of the notes. The
agents and their affiliates may have published or may publish reports or other opinions that call into question the investment view implicit in an investment
in the notes. Any reports, opinions or recommendations expressed by the agents and/or any of their affiliates may not be consistent with each other and may
be modified from time to time without notice. Investors should make their own independent investigation of the merits of investing in the notes and the rate
or market measure to which the notes may be linked.
Floating rate notes have risks that conventional fixed rate notes do not.
Because the interest rate of floating rate notes may be based upon the Federal Funds Rate, LIBOR, the Prime Rate or the Treasury Rate or other such
interest rate basis or interest rate formula or combination of rates as specified in the applicable pricing supplement, there will be significant risks not
associated with conventional fixed rate notes. These risks include fluctuation of the interest rates and the possibility that you will receive a lower amount of
interest in the future as a result of such fluctuations. We have no control over various matters that are important in determining the existence, magnitude
and longevity of these risks, including economic, financial and political events.
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Investment in indexed notes entails significant risks not associated with similar investments in conventional fixed rate or floating rate debt
securities.
If you invest in notes indexed to one or more interest rates, currencies or composite currencies, including exchange rates and swap indices between
currencies or composite currencies, commodities or other indices or formulas, you will be subject to significant risks that are not associated with similar
investments in a conventional fixed rate or floating rate debt security. These risks include fluctuation of the indices or formulas and the possibility that you
will receive a lower or no amount of principal, premium or interest, and at different times, than you expected. We have no control over a number of matters,
including economic, financial and political events, that are important in determining the existence, magnitude and longevity of these risks and their results.
In addition, if an index or formula used to determine any amounts payable in respect of the notes contains a multiplier or leverage factor, the effect of any
change in the index or formula will be magnified. Although past experience is not necessarily indicative of what may occur in the future, in recent years,
values of certain indices and formulas have been highly volatile, and volatility in those and other indices and formulas may occur in the future.
Investment in foreign currency notes entails significant risks that are not associated with an investment in a debt security denominated and
payable in U.S. dollars.
If you invest in notes that are denominated and/or payable in a currency or basket of currencies other than U.S. dollars (foreign currency notes), you
will be subject to significant risks that are not associated with an investment in a debt security denominated and payable in U.S. dollars. These risks
include the possibility of significant changes in rates of exchange between the U.S. dollar and such currency and the possibility that either the United States
or foreign governments will impose or modify foreign exchange controls. These risks generally

S-3
Table of Contents
depend on factors over which we have no control, such as economic and political events and the supply of and demand for the relevant currencies.
Moreover, if payments on your foreign currency notes are determined by reference to a formula containing a multiplier or leverage factor, the effect of any
change in the exchange rates between the applicable currencies will be magnified. In recent years, rates of exchange between the U.S. dollar and certain
currencies have been highly volatile, and you should be aware that volatility may occur in the future. Fluctuations in any particular exchange rate that have
occurred in the past, however, are not necessarily indicative of fluctuations in the rate that may occur during the term of any note. Depreciation of your
payment currency would result in a decrease in the U.S. dollar equivalent yield of your foreign currency notes, in the U.S. dollar equivalent value of
payments made on your foreign currency notes and, generally, in the U.S. dollar equivalent market value of your foreign currency notes.
Governmental exchange controls could affect exchange rates and the availability of your payment currency on a required payment date. Even if there
are no exchange controls, it is possible that your payment currency will not be available on a required payment date due to circumstances beyond our
control or because the payment currency is no longer in use. In such cases, we will be allowed to satisfy our obligations on your foreign currency notes in
U.S. dollars. See "Special Provisions Relating to Foreign Currency Notes."
Foreign currency judgments are subject to exchange rate risks.
The indenture and the notes (including foreign currency notes) will be governed by and construed in accordance with the internal laws of the State of
New York. New York courts will normally enter judgments or decrees for money damages in the foreign currency in which foreign currency notes are
denominated. These amounts are then converted into U.S. dollars at the rate of exchange in effect on the date the judgment or decree is entered.
Consequently, in a lawsuit for payment on the foreign currency notes, investors would bear the currency exchange risk for the exchange rate between the
U.S. dollar and such foreign currency until a New York state court judgment is entered, which could be a long time. It is not certain, however, whether a
non-New York state court would follow the same rules and procedures with respect to conversion of foreign currency judgments.
Hedging and trading activities by AHFC, the agents and their affiliates may adversely affect your return on the notes and the value of notes.
AHFC, the agents, and their affiliates may carry out activities to mitigate their risks related to notes that are linked to an interest rate, currency or
other index or formula. In particular, on or prior to the date of the applicable pricing supplement, AHFC, the agents, and/or any of their affiliates may have
hedged their anticipated exposure in connection with some of the notes by taking positions in the underlying assets (or options or futures contracts on the
underlying assets) that relate to a linked interest rate, currency or other index or formula or in other instruments that they deem appropriate in connection
with such hedging. These trading activities, however, could potentially alter the level of a linked rate, linked currency, linked index, or other formula
and/or the underlying asset(s) comprising such linked rate, linked currency, linked index, or other formula and, therefore, the value of the notes.
The agents and their affiliates are likely to modify any hedge position they may enter into in respect of the notes throughout the term of the notes by
purchasing and selling underlying asset(s) (or options or futures contracts on the underlying asset(s)) that relate to a linked interest rate, linked currency,
linked index or other formula, or other instruments that they deem appropriate. Neither AHFC, the agents, nor any of their affiliates can give any assurance
that their hedging or trading activities will not affect the level of a linked interest rate, linked index or linked formula or the underlying asset(s) comprising
such linked rate, linked currency, linked index or other formula. It is also possible that AHFC, the agents, and any of their affiliates could receive substantial
returns from these hedging activities while the value of the notes may decline.
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AHFC, the agents, and/or any of their affiliates may also engage in trading the underlying asset(s) (or options or futures contracts on the underlying
asset(s)) that relate to a linked interest rate, linked currency, linked

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index or other formula or options or futures on such linked interest rate, linked currency, linked index or other formula on a regular basis as part of their
general broker-dealer activities and other businesses, for proprietary accounts, for other accounts under management or to facilitate transactions for
customers, including through block transactions. Any of these activities could adversely affect the level of a linked rate, linked currency, linked index or
other formula, the underlying asset(s) comprising a linked rate, linked currency, linked index or other formula and, therefore, the value of the notes linked
to such rate, currency, or other index or formula.
AHFC, the agents, and/or any of their affiliates may also issue or underwrite other notes or financial or derivative instruments with returns linked or
related to changes in the value of a linked interest rate, linked index or linked formula or the underlying asset(s) comprising a linked rate, linked currency,
linked index or other formula. By introducing competing products into the marketplace in this manner, AHFC, the agents, and any of their affiliates could
adversely affect the value of the notes.
We are not a bank and investments in the notes are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other source.
Only AHFC is obligated to pay the principal of, and premium, if any, and interest on, the notes, and only its assets are available for this purpose. If
AHFC's assets are insufficient to pay the principal of, and premium, if any, and interest on, the notes, you could lose some or all of your investment. No
private or government source guarantees return of your investment in the event of a failure by AHFC to pay interest or any premium on, or the principal of,
the notes. The notes are not obligations of or guaranteed by HMC or any other entity. No banking relationship exists between investors and AHFC.

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DESCRIPTION OF THE NOTES
The following description of the terms of the notes is in addition to, and if and to the extent inconsistent, replaces, the description and general terms
of the notes under "Description of Debt Securities" in the accompanying prospectus. The following description of the terms of the notes sets forth general
terms and provisions of the notes. The particular terms of the notes offered by AHFC and the extent to which these general provisions may apply to the
notes will be described in a pricing supplement relating to the notes. If the terms of particular notes described in a pricing supplement are different from
those described in this prospectus supplement or in the prospectus, you should rely on the information in the pricing supplement.
The notes will constitute a single series of debt securities (designated Medium-Term Notes, Series A) under an indenture, dated as of September 5,
2013, between AHFC and Deutsche Bank Trust Company Americas, as trustee (the "Indenture"). The term "debt securities" as used in this prospectus
supplement refers to all securities issued and issuable from time to time under the Indenture and includes the notes. The debt securities and the Indenture
are more fully described in the accompanying prospectus. The following summary of material provisions of the notes and of the Indenture is not complete
and is qualified in its entirety by reference to the Indenture, a copy of which has been filed as an exhibit to the registration statement of which this
prospectus supplement and the accompanying prospectus are a part. In addition, please refer to the applicable pricing supplement which will contain
additional information regarding the notes.
Please refer to the discussion under "Material United States Federal Income Taxation" in this prospectus supplement for a discussion of certain U.S.
federal income tax consequences of the purchase, ownership and disposition of the notes. In addition, please refer to the applicable pricing supplement
which may contain additional discussions of certain U.S. federal income tax consequences of the purchase, ownership and disposition of the notes.
The following description of the notes will apply unless otherwise specified in an applicable pricing supplement.
Terms of the Notes
The notes issued will constitute the unsecured unsubordinated obligations of AHFC and will rank equally with all other unsecured and
unsubordinated indebtedness of AHFC from time to time outstanding. The notes will be effectively subordinated to all existing and future indebtedness
and other obligations and any preferred equity of AHFC's subsidiaries. The notes will rank junior to secured indebtedness of AHFC to the extent of related
collateral.
The Indenture does not limit the aggregate principal amount of debt securities or the amount of notes which AHFC may issue. AHFC may issue an
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unlimited amount of notes, as authorized by its Board of Directors from time to time. Currently, AHFC's Board of Directors has authorized the issuance
under this prospectus supplement of $30,000,000,000 of notes from time to time. AHFC may without the consent of the holders of the notes, provide for the
issuance of additional notes or other debt securities under the Indenture in addition to the notes offered by this prospectus supplement. As the notes
constitute a single series of debt securities under the Indenture, holders of the notes will vote with holders of all other tranches of the Medium-Term Notes,
Series A, as a single class.
The notes will be offered on a continuing basis and will mature on a day nine months or more from the date of issue, as selected by the purchaser and
agreed to by AHFC. Interest-bearing notes will bear interest at either fixed or floating rates as specified in the applicable pricing supplement. Some notes
may not bear interest. Notes may be issued at a premium over, or at significant discounts from, their principal amount payable at the stated maturity date,
or on any date before the stated maturity date on which the principal or an installment of principal of a note becomes due and payable, whether by the
declaration of acceleration, call for redemption at the option of AHFC, repayment at the option of the holder or otherwise. The stated maturity date or such
prior date, as the

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case may be, is referred to as, a "Maturity." For further information regarding such discount notes, see "--Original Issue Discount Notes" and "Material
United States Federal Income Taxation--Tax Consequences to U.S. Holders--Original Issue Discount Notes."
Unless otherwise indicated in a note and in the applicable pricing supplement, the notes will be denominated in U.S. dollars, and payments of
principal of, and premium, if any, and interest on, the notes will be made in, U.S. dollars and you must pay the purchase price of the notes in U.S. dollars
in immediately available funds. AHFC may also issue notes ("foreign currency notes") that are denominated in, and payments of principal of, and
premium, if any, and interest on, such notes will be made in, a currency or basket of currencies other than U.S. dollars (a "specified currency"). The terms
of and any considerations relating to any foreign currency notes will be described in the applicable notes and in the applicable pricing supplement. See
"Special Provisions Relating to Foreign Currency Notes."
Each note will be issued in fully registered book-entry form or certificated form, without coupons, in denominations of $2,000 and integral multiples
of $1,000, unless otherwise specified in the applicable pricing supplement. The authorized denominations of foreign currency notes will be indicated in the
applicable pricing supplement. Notes in book-entry form may be transferred or exchanged only through a participating member of The Depository Trust
Company, also known as DTC, or any other depositary as is identified in the applicable pricing supplement. See "--Book-Entry Notes."
Until the notes are paid or payment of the notes is provided for, AHFC will, at all times, maintain a paying agent in The City of New York capable of
performing the duties described in this prospectus supplement to be performed by the paying agent, as well as an office or agency where the notes may be
presented for registration of transfer or exchange. AHFC initially has appointed Deutsche Bank Trust Company Americas as paying agent, registrar and
transfer agent, acting through its corporate trust office at 60 Wall Street, Trust and Agency Services, 27th Floor, New York, New York 10005. Any
reference in this prospectus supplement to the "office of the paying agent" or similar expression shall, with respect to Deutsche Bank Trust Company
Americas as paying agent, mean its corporate trust office. The notes may be presented for registration of transfer or exchange at Deutsche Bank Trust
Company Americas' corporate trust office, provided that notes in book-entry form will be exchangeable only in the manner and to the extent set forth
under "--Book-Entry Notes--Exchange for Notes in Certificated Form." AHFC will notify the holders of the notes in accordance with the Indenture of
any change in the paying agent or its address or in the address at which the notes may be presented for registration of transfer or exchange. There will be no
service charge for any registration of transfer or exchange, redemption or repurchase of notes, but AHFC may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with certain of those transactions, other than exchanges pursuant to the Indenture
not involving any transfer.
The applicable pricing supplement relating to a note will describe the following terms:

· whether the note will bear interest at a fixed rate or at a floating rate, or will not bear any interest;

· the price (expressed as a percentage of the aggregate principal amount) at which the note will be issued;

· the date on which the note will be issued;

· the date on which the note will mature;

· if the note is a fixed rate note, the rate per annum at which the note will bear interest and the interest payment dates, if different from those

specified in this prospectus supplement;

· if the note is a floating rate note, the terms relating to the determination and payment of the variable interest rate and the interest payment dates,

if different from those specified in this prospectus supplement;

· the record dates for interest payments, if different from those specified in this prospectus supplement;

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Document Outline

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