Obbligazione Honda American Finance 1.125% ( US02665WAB72 ) in USD

Honda American Finance

100 USD ⇌

Stati Uniti

US02665WAB72 ( in USD )

1.125% per anno ( pagato 2 volte l'anno)

07/10/2016 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione American Honda Finance US02665WAB72 in USD 1.125%, scaduta

2 000 USD

1 000 000 000 USD

02665WAB7

A+ ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

American Honda Finance è una società di finanziamento statunitense che offre soluzioni di credito per l'acquisto di veicoli Honda e Acura nuovi e usati.

The Obbligazione issued by Honda American Finance ( United States ) , in USD, with the ISIN code US02665WAB72, pays a coupon of 1.125% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 07/10/2016

The Obbligazione issued by Honda American Finance ( United States ) , in USD, with the ISIN code US02665WAB72, was rated A1 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Honda American Finance ( United States ) , in USD, with the ISIN code US02665WAB72, was rated A+ ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2
http://www.sec.gov/Archives/edgar/data/864270/000119312513391329/...
424B2 1 d608841d424b2.htm 424B2
Table of Contents
This filing is made pursuant to Rule 424(b)(2)
under the Securities Act of 1933 in connection with
Registration No. 333-191021.
PRICING SUPPLEMENT
(To Prospectus dated September 5, 2013 and
Prospectus Supplement dated September 25, 2013)
$2,750,000,000

$1,000,000,000 1.125% Medium-Term Notes, Series A, due October 7, 2016
$750,000,000 Floating Rate Medium-Term Notes, Series A, due October 7, 2016
$1,000,000,000 2.125% Medium-Term Notes, Series A, due October 10, 2018

We are offering $1,000,000,000 aggregate principal amount of 1.125% Medium-Term Notes, Series A due October 7, 2016 (the "2016 Fixed
Rate Notes"), $750,000,000 aggregate principal amount of Floating Rate Medium-Term Notes, Series A due October 7, 2016 (the "2016 Floating
Rate Notes") and $1,000,000,000 aggregate principal amount of 2.125% Medium-Term Notes, Series A due October 10, 2018 (the "2018 Notes,"
and together with the 2016 Fixed Rate Notes and the 2016 Floating Rate Notes, the "Notes"). The Notes wil be our general unsecured and
unsubordinated obligations and will rank equally with all of our existing and future unsecured and unsubordinated indebtedness. We will pay
interest on the 2016 Fixed Rate Notes on April 7 and October 7 of each year and at maturity. We wil pay interest on the 2016 Floating Rate Notes
on January 7, April 7, July 7 and October 7 of each year and on the maturity date. We wil pay interest on the 2018 Notes on April 10 and
October 10 of each year and at maturity. The first interest payment on the 2016 Fixed Rate Notes wil be on April 7, 2014, the first interest
payment on the 2016 Floating Rate Notes will be on January 7, 2014 and the first interest payment on the 2018 Notes will be on April 10, 2014.
We may redeem some or all of the 2016 Fixed Rate Notes and the 2018 Notes at any time at our option at the applicable redemption price set
forth in this pricing supplement under "Description of the Notes--Optional Redemption." The 2016 Floating Rate Notes wil not be redeemable
by us or repayable at the option of the holders thereof before their maturity.
Application will be made to list the 2018 Notes on the New York Stock Exchange although we cannot guarantee such listing wil be obtained.
Investing in the Notes involves a number of risks. See the risks described in "Risk Factors" on page S-1 of
the prospectus supplement and in our registration statement on Form 10 previously filed with the Securities and
Exchange Commission.

2016 Fixed Rate Notes

2016 Floating Rate Notes
2018 Notes

Per Note
Total
Per Note
Total
Per Note
Total

Public offering price(1)
99.652% $996,520,000 100.000% $750,000,000 99.614% $996,140,000
Underwriting discount
0.225% $ 2,250,000 0.225% $ 1,687,500 0.350% $ 3,500,000
Proceeds, before expenses, to AHFC
99.427% $994,270,000 99.775% $748,312,500 99.264% $992,640,000

(1) Plus accrued interest, if any, from October 10, 2013, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities,
or determined if this pricing supplement or the accompanying prospectus supplement and prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The Notes wil be ready for delivery in book-entry only form through The Depository Trust Company, and its direct and indirect participants,
including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about October 10, 2013.

Joint Active Book-Running Managers

Barclays

Deutsche Bank Securities
Passive Book-Running Manager
BofA Merrill Lynch
Co-Managers

BNP PARIBAS
1 of 11
10/4/2013 2:25 PM

424B2
http://www.sec.gov/Archives/edgar/data/864270/000119312513391329/...
Credit Suisse

J.P. Morgan

Mizuho Securities

Morgan Stanley

SMBC Nikko

US Bancorp

Wells Fargo Securities

The date of this pricing supplement is October 3, 2013.
2 of 11
10/4/2013 2:25 PM

424B2
http://www.sec.gov/Archives/edgar/data/864270/000119312513391329/...
Table of Contents
TABLE OF CONTENTS
Pricing Supplement

Page
Description of the Notes
PS-1
Underwriting
PS-5
Legal Matters
PS-7
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-32
Material United States Federal Income Taxation
S-36
Plan of Distribution
S-49
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 pricing supplement, unless otherwise indicated by the context, "AHFC," "we," "us" and "our" refer solely to
American Honda Finance Corporation (excluding its subsidiaries). AHFC is the issuer of all of the Notes offered under this
pricing supplement. Capitalized terms used in this pricing supplement which are not defined in this pricing supplement and are
defined in the accompanying prospectus supplement or prospectus shall have the meanings assigned to them in the prospectus
supplement or prospectus, as applicable.
This pricing supplement does not contain complete information about the offering or terms of the Notes. No one may use
this pricing supplement to offer and sell the Notes unless it is accompanied or preceded by the prospectus supplement and the
prospectus. We are responsible only for the information contained in this pricing supplement and the accompanying prospectus
supplement and prospectus, the documents incorporated by reference herein and 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
pricing supplement, the accompanying prospectus supplement and prospectus, or incorporated by reference herein or therein,
is accurate as of the date on the front cover of this pricing supplement, the accompanying prospectus supplement or
prospectus, or the document

PS-i
3 of 11
10/4/2013 2:25 PM

424B2
http://www.sec.gov/Archives/edgar/data/864270/000119312513391329/...
Table of Contents
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 pricing supplement in any
jurisdiction where the offer or sale is not permitted.
It is important for you to read and consider all information contained in this pricing supplement and the accompanying
prospectus supplement and prospectus 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.

PS-ii
4 of 11
10/4/2013 2:25 PM

424B2
http://www.sec.gov/Archives/edgar/data/864270/000119312513391329/...
Table of Contents
DESCRIPTION OF THE NOTES
General
We provide information to you about the Notes in three separate documents:

·
this pricing supplement which specifically describes each tranche of Notes being offered;

·
the accompanying prospectus supplement which describes AHFC's Medium-Term Notes, Series A; and

·
the accompanying prospectus which describes generally certain debt securities of AHFC.
This description supplements, and to the extent inconsistent supersedes, the description of the general terms and provisions of
the debt securities found in the accompanying prospectus and the AHFC's Medium-Term Notes, Series A described in the
accompanying prospectus supplement.
Terms of the Notes
The Notes:

·
will be our unsecured unsubordinated obligations,

·
will rank equally with all our other unsecured and unsubordinated indebtedness from time to time outstanding,

·
will be considered part of the same series of notes as any of our other Medium-Term Notes, Series A previously

issued or issued in the future,

·
will be denominated and payable in U.S. dollars, and

·
will be issued in minimum denominations of $2,000 and increased in multiples of $1,000.
The 2016 Fixed Rate Notes:
The following terms apply to the 2016 Fixed Rate Notes:
Principal Amount: $1,000,000,000
Trade Date: October 3, 2013
Original Issue Date: October 10, 2013
Stated Maturity Date: October 7, 2016
Interest Rate: 1.125% per annum from October 10, 2013
Interest Payment Dates: Each April 7 and October 7, beginning April 7, 2014, and at Maturity
Day Count Convention: 30/360
Business Day Convention: If any Interest Payment Date or Maturity falls on a day that is not a Business Day, the related payment
of principal or interest will be made on the next succeeding Business Day as if made on the date the applicable payment was
due, and no interest will accrue on the amount payable for the period from and after the Interest Payment Date or Maturity, as the
case may be, to the date of such payment on the next succeeding Business Day.
Business Day: Any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close in The City of New York and is also a day on which
commercial banks are open for business in London.

PS-1
5 of 11
10/4/2013 2:25 PM

424B2
http://www.sec.gov/Archives/edgar/data/864270/000119312513391329/...
Table of Contents
Record Dates: 15th calendar day, whether or not a Business Day, preceding the related Interest Payment Date
Calculation Agent: Deutsche Bank Trust Company Americas
CUSIP / ISIN: 02665WAB7 / US02665WAB72
The 2016 Floating Rate Notes:
The following terms apply to the 2016 Floating Rate Notes:
Principal Amount: $750,000,000
Trade Date: October 3, 2013
Original Issue Date: October 10, 2013
Stated Maturity Date: October 7, 2016
Interest Category: Regular Floating Rate Note
Interest Rate Basis: LIBOR
Designated LIBOR Page: Reuters Page LIBOR01
Index Maturity: 3 month
Initial Interest Rate: The initial interest rate will be based on 3 month LIBOR determined on October 8, 2013 plus the Spread,
accruing from October 10, 2013
Initial Interest Reset Date: January 7, 2014
Interest Reset Dates: Each Interest Payment Date
Interest Determination Date: The second London Banking Day preceding each Interest Reset Date.
Interest Payment Dates: Each January 7, April 7, July 7 and October 7, commencing on January 7, 2014, and on the Stated
Maturity Date
Spread: +0.50%
Designated LIBOR Currency: U.S. dollars
Day Count Convention: Actual/360
Business Day Convention: Modified Following; provided, however, if the Stated Maturity Date falls on a day that is not a
Business Day, the payment of principal and interest will be made on the next succeeding Business Day, and no interest on such
payment will accrue for the period from and after the Stated Maturity Date to the date of that payment on the next succeeding
Business Day.
Business Day: New York and London
Record Dates: 15th calendar day, whether or not a Business Day, preceding the related Interest Payment Date
Calculation Agent: Deutsche Bank Trust Company Americas
CUSIP / ISIN: 02665WAA9 / US02665WAA99
The 2018 Notes:
The following terms apply to the 2018 Notes:
Principal Amount: $1,000,000,000

PS-2
6 of 11
10/4/2013 2:25 PM

424B2
http://www.sec.gov/Archives/edgar/data/864270/000119312513391329/...
Table of Contents
Trade Date: October 3, 2013
Original Issue Date: October 10, 2013
Stated Maturity Date: October 10, 2018
Interest Rate: 2.125% per annum from October 10, 2013
Interest Payment Dates: Each April 10 and October 10, beginning April 10, 2014, and at Maturity
Day Count Convention: 30/360
Business Day Convention: If any Interest Payment Date or Maturity falls on a day that is not a Business Day, the related payment
of principal or interest will be made on the next succeeding Business Day as if made on the date the applicable payment was
due, and no interest will accrue on the amount payable for the period from and after the Interest Payment Date or Maturity, as the
case may be, to the date of such payment on the next succeeding Business Day.
Business Day: Any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close in The City of New York and is also a day on which
commercial banks are open for business in London.
Record Dates: 15th calendar day, whether or not a Business Day, preceding the related Interest Payment Date
Calculation Agent: Deutsche Bank Trust Company Americas
CUSIP / ISIN: 02665WAC5 / US02665WAC55
Application will be made for listing of the 2018 Notes on the New York Stock Exchange. No assurance can be made that such
application will be approved or that a liquid trading market for the 2018 Notes will develop.
Optional Redemption
Each tranche of fixed rate Notes will be redeemable before their maturity, in whole or in part, at our option at any time, at a
"make-whole" redemption price equal to the greater of (i) 100% of the principal amount of such fixed rate Notes to be redeemed and
(ii) the sum of the present values of the remaining scheduled payments of principal of and interest on such fixed rate Notes to be
redeemed (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points in the case of the 2016 Fixed Rate
Notes and 15 basis points in the case of the 2018 Notes, plus in each case accrued and unpaid interest thereon to the date of
redemption.
"Comparable Treasury Issue" means, with respect to the particular tranche of Notes to be redeemed, the United States Treasury
security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of such Notes that
would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of a comparable maturity to the remaining term of such Notes.
"Comparable Treasury Price" means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the
Calculation Agent obtains fewer than five Reference Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Calculation Agent after
consultation with us.

PS-3
7 of 11
10/4/2013 2:25 PM

424B2
http://www.sec.gov/Archives/edgar/data/864270/000119312513391329/...
Table of Contents
"Reference Treasury Dealer" means each of Barclays Capital Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated or their respective affiliates and two other primary U.S. Government securities dealer selected by us;
provided, however, that if any of the foregoing or their affiliates cease to be a primary U.S. Government securities dealer in the
United States, we will substitute another nationally recognized investment banking firm that is a primary U.S. Government securities
dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Calculation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Calculation Agent by such Reference Treasury Dealer at 3:30
p.m., New York City time, on the third Business Day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption date.
Notice of any redemption will be mailed not more than 60 nor less than 30 days before the redemption date to each holder of
Notes to be redeemed. Unless we default in payment of the redemption price, on and after the redemption date interest will cease to
accrue on the Notes or portions thereof called for redemption.
Further Issues
We may from time to time, without notice to or the consent of the registered holders of the Notes, create and issue additional
notes having the same ranking, interest rate basis, number of basis points to be added to or subtracted from the related interest rate
basis, maturity and other terms as a particular tranche of Notes, as applicable, except for (1) the original issue date, (2) the issue
price and (3) the first interest payment date. Additional notes will be considered part of the same series of notes as the Notes and any
of our other Medium-Term Notes, Series A previously issued or issued in the future. We also may from time to time, without notice to
or the consent of the registered holders of the Notes, create and issue additional debt securities, under the indenture or otherwise,
ranking equally with the Notes and our other Medium-Term Notes, Series A.
Original Issue Date
We expect that delivery of the Notes will be made against payment therefor on the Original Issue Date, which will be the fifth
Business Day following the Trade Date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the
secondary market generally are required to settle in three Business Days, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade the Notes on the Trade Date or the next succeeding Business Day will be
required by virtue of the fact that the Notes initially will settle in five Business Days to specify alternative settlement arrangements to
prevent a failed settlement and should consult their own investment advisor.
Book-Entry Notes and Form
Each tranche of Notes will be issued in the form of one or more fully registered global notes (the "Global Notes") which will be
deposited with, or on behalf of, The Depository Trust Company, New York, New York (the "Depositary") and registered in the name
of Cede & Co., the Depositary's nominee. Beneficial interests in the Global Notes will be represented through book-entry accounts of
financial institutions acting on behalf of beneficial owners as direct or indirect participants in the Depositary, including Euroclear
Bank S.A./N.V. and Clearstream Banking, société anonyme.

PS-4
8 of 11
10/4/2013 2:25 PM

424B2
http://www.sec.gov/Archives/edgar/data/864270/000119312513391329/...
Table of Contents
UNDERWRITING
Under the terms and subject to the conditions set forth in a terms agreement dated October 3 , 2013 (the "Terms Agreement"),
between us and the underwriters named below (the "Underwriters"), incorporating the terms of a distribution agreement, dated
September 25, 2013, between us and the agents named in the prospectus supplement (the "Distribution Agreement"), we have agreed
to sell to the Underwriters, and the Underwriters have severally and not jointly agreed to purchase, as principal, the respective
principal amounts of each tranche of Notes set forth below opposite their names.

Aggregate
Aggregate
Principal Amount
Principal Amount
Aggregate
of 2016 Fixed
of 2016 Floating
Principal Amount
Purchaser

Rate Notes

Rate Notes

of 2018 Notes
Barclays Capital Inc.
$ 350,000,000 $ 262,500,000 $ 350,000,000
Deutsche Bank Securities Inc.
350,000,000 262,500,000 350,000,000
Merrill Lynch, Pierce, Fenner & Smith

Incorporated
150,000,000 112,500,000 150,000,000
BNP Paribas Securities Corp.

18,750,000 14,062,500
18,750,000
Credit Suisse Securities (USA) LLC

18,750,000 14,062,500
18,750,000
J.P. Morgan Securities LLC

18,750,000 14,062,500
18,750,000
Mizuho Securities USA Inc.

18,750,000 14,062,500
18,750,000
Morgan Stanley & Co. LLC

18,750,000 14,062,500
18,750,000
SMBC Nikko Securities America, Inc.

18,750,000 14,062,500
18,750,000
U.S. Bancorp Investments, Inc.

18,750,000 14,062,500
18,750,000
Wells Fargo Securities, LLC

18,750,000 14,062,500
18,750,000

Total

$1,000,000,000 $ 750,000,000 $1,000,000,000

The Notes will not have an established trading market when issued. The Underwriters may from time to time make a market in
one or more tranches of Notes but are not obligated to do so and may cease at any time. Neither we nor the Underwriters can assure
you that any trading market for any tranche of Notes will develop, continue or be liquid.
The Notes sold by the Underwriters to the public will initially be offered at the applicable public offering prices set forth on the
cover page of this pricing supplement. Any Notes sold by the Underwriters to dealers may be sold at the applicable public offering
prices less a concession not to exceed 0.150% of the principal amount of the 2016 Fixed Rate Notes, 0.150% of the principal amount
of the 2016 Floating Rate Notes or 0.200% of the principal amount of the 2018 Notes, as applicable. The Underwriters may allow,
and dealers may reallow, a concession not to exceed 0.100% of the principal amount of the 2016 Fixed Rate Notes, 0.100% of the
principal amount of the 2016 Floating Rate Notes or 0.125% of the principal amount of the 2018 Notes, as applicable. After the
initial offering of the Notes to the public, Deutsche Bank Securities Inc. with respect to the 2016 Fixed Rate Notes and the 2016
Floating Rate Notes and Barclays Capital Inc. with respect to the 2018 Notes, on behalf of the Underwriters, may change the public
offering prices, concessions and reallowances. The offering of the Notes by the Underwriters is subject to receipt and acceptance and
subject to the Underwriters' right to reject any order in whole or in part.
In connection with the offering, Barclays Capital Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, on behalf of the Underwriters, are permitted to engage in certain transactions that stabilize the prices of the Notes.
These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the prices of the Notes. If the
Underwriters create a short position in a tranche of Notes in connection with this offering by selling more Notes of such tranche than
they have purchased from us, then the Underwriters may reduce that short position by purchasing Notes of such tranche in the open
market. In general, purchases of Notes for the purpose of stabilization or to reduce a short position could cause

PS-5
9 of 11
10/4/2013 2:25 PM

424B2
http://www.sec.gov/Archives/edgar/data/864270/000119312513391329/...
Table of Contents
the prices of such Notes to be higher than in the absence of these purchases. The Underwriters are not required to engage in these
activities, and may end any of these activities at any time. Neither we nor any of the Underwriters make any representation or
prediction as to the direction or magnitude of any effect that the transactions described above may have on the prices of the Notes.
We may enter into hedging transactions in connection with the issuance of the Notes, including forwards, futures, options,
interest rate or exchange rate swaps and repurchase or reverse repurchase transactions with, or arranged by, any of the Underwriters
or an affiliate of that Underwriter. The applicable Underwriter and its affiliates may receive compensation, trading gain or other
benefits in connection with these hedging transactions and the hedging transactions described below.
The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may
include securities trading, commercial and investment banking, financial advisory, investment management, investment research,
principal investment, hedging, financing and brokerage activities. Certain of the Underwriters and their respective affiliates have,
from time to time, performed, and may in the future perform, various financial advisory and investment banking services for AHFC,
for which they received or will receive customary fees and expenses. Affiliates of certain of the Underwriters are lenders and/or
agents under our $6 billion revolving credit facility, $200 million term loan due November 2014, $500 million term loan due
December 2015, $500 million term loan due March 2016, $500 million term loan due May 2016, $300 million term loan due
November 2016, $500 million term loan due December 2016, $600 million term loan due January 2017, $500 million term loan due
June 2017, $500 million term loan due August 2018, and C$250 million term loan due January 2020 and may have other roles in
connection with such facilities. Barclays Capital Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Mizuho Securities
USA Inc., Morgan Stanley & Co. LLC, SMBC Nikko Securities America, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo
Securities, LLC or their respective affiliates have served as initial purchasers and/or dealers under our U.S. Medium Term Note Rule
144A Private Placement Program and/or our Euro Medium Term Note Programme and may do so again from time to time. Deutsche
Bank Trust Company Americas, an affiliate of Deutsche Bank Securities Inc., is the trustee under the indenture governing the Notes.
In the ordinary course of their various business activities, the Underwriters and their respective affiliates may make or hold a
broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments
(including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may
involve securities and/or instruments of AHFC. If any of the Underwriters or their affiliates have a lending relationship with AHFC,
certain of those Underwriters or their affiliates routinely hedge, and certain other of those agents may hedge, their credit exposure to
AHFC consistent with their customary risk management policies. Typically, these Underwriters and their affiliates would hedge such
exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in
AHFC's securities, including potentially the Notes offered hereby. Any such credit default swaps or short positions could adversely
affect future trading prices of the Notes offered hereby. The Underwriters and their respective affiliates may also make investment
recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any
time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
AHFC has agreed to indemnify the several Underwriters against certain liabilities, including liabilities under the Securities Act,
or to contribute to payments the Underwriters may be required to make in respect of these liabilities. AHFC has also agreed to
reimburse the Underwriters for certain expenses.

PS-6
10 of 11
10/4/2013 2:25 PM