Obbligazione Honda American Finance 3.5% ( US02665WCE93 ) in USD

Honda American Finance

100 USD ▲

Stati Uniti

US02665WCE93 ( in USD )

3.5% per anno ( pagato 2 volte l'anno)

14/02/2028

Prospetto opuscolo dell'obbligazione American Honda Finance US02665WCE93 en USD 3.5%, scadenza 14/02/2028

2 000 USD

500 000 000 USD

02665WCE9

A- ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

15/08/2025 ( In 42 giorni )

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 US02665WCE93, pays a coupon of 3.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 14/02/2028

The Obbligazione issued by Honda American Finance ( United States ) , in USD, with the ISIN code US02665WCE93, was rated A3 ( 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 US02665WCE93, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Pricing Supplement
424B2 1 d474709d424b2.htm PRICING SUPPLEMENT
Table of Contents
PRICING SUPPLEMENT
This filing is made pursuant to Rule 424(b)(2)
(To Prospectus dated August 10, 2016 and Prospectus
under the Securities Act of 1933 in connection with
Supplement dated August 10, 2016)
Registration No. 333-213047.
$1,600,000,000

$750,000,000 2.650% Medium-Term Notes, Series A, due February 12, 2021
$350,000,000 Floating Rate Medium-Term Notes, Series A, due February 12, 2021
$500,000,000 3.500% Medium-Term Notes, Series A, due February 15, 2028

We are offering $750,000,000 aggregate principal amount of 2.650% Medium-Term Notes, Series A, due February 12, 2021 (the "2021
Fixed Rate Notes"), $350,000,000 aggregate principal amount of Floating Rate Medium-Term Notes, Series A, due February 12, 2021 (the "2021
Floating Rate Notes" and, together with the 2021 Fixed Rate Notes, the "2021 Notes") and $500,000,000 aggregate principal amount of 3.500%
Medium-Term Notes, Series A, due February 15, 2028 (the "2028 Fixed Rate Notes" and, together with the 2021 Fixed Rate Notes, the "Fixed
Rate Notes"). The 2021 Floating Rate Notes and the Fixed Rate Notes are collectively referred to herein as the "Notes." The Notes will 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 2021 Fixed Rate Notes on February 12 and August 12 of each year and at maturity. We will pay interest
on the 2021 Floating Rate Notes on February 12, May 12, August 12 and November 12 of each year and at maturity. We will pay interest on the
2028 Fixed Rate Notes on February 15 and August 15 of each year and at maturity. The first interest payment on the 2021 Fixed Rate Notes will be
on August 12, 2018, the first interest payment on the 2021 Floating Rate Notes will be on May 12, 2018 and the first interest payment on the 2028
Fixed Rate Notes will be on August 15, 2018. We may redeem some or all of the Fixed Rate 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 2021 Floating Rate Notes will
not be redeemable before their maturity.
Investing in the Notes involves a number of risks. See the risks described in "Risk Factors" on page PS-1
of this pricing supplement, on page S-1 of the prospectus supplement and in our Annual Report on Form 10-K
for the year ended March 31, 2017 filed with the Securities and Exchange Commission.

2021 Fixed Rate Notes

2021 Floating Rate Notes

2028 Fixed Rate Notes

Per Note

Total
Per Note

Total
Per Note

Total

Public offering price(1)
99.860% $748,950,000 100.000% $350,000,000 99.707% $498,535,000
Underwriting discount
0.225% $
1,687,500
0.225% $
787,500 0.450% $
2,250,000
Proceeds, before expenses, to AHFC
99.635% $747,262,500 99.775% $349,212,500 99.257% $496,285,000

(1)
Plus accrued interest, if any, from February 15, 2018, 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 will 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, S.A., on or about February 15, 2018.
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Joint Book-Running Managers

Citigroup
Deutsche Bank Securities
Mizuho Securities

SMBC Nikko
(2021 and 2028 Notes)
Joint Lead Managers
BNP PARIBAS Morgan Stanley
(2021 and 2028 Notes)
Co-Managers

Lloyds Securities
RBC Capital Markets
SOCIETE
TD Securities
US Bancorp

GENERALE

(2021 and 2028 Notes)

CastleOak Securities, L.P.

Mischler Financial Group, Inc.

Ramirez & Co., Inc.

(2021 Notes)

The date of this pricing supplement is February 12, 2018.
Table of Contents
TABLE OF CONTENTS
Pricing Supplement

Page
Risk Factors
PS-1
Description of the Notes
PS-2
Material United States Federal Income Taxation
PS-6
Underwriting
PS-7
Legal Matters
PS-9
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
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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. Neither
we nor the underwriters have authorized anyone to provide you with any other information, and neither we nor the underwriters take
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 incorporated
by reference, as applicable. Our business, financial condition, results of operations, liquidity, cash flows and prospects may have changed
since then. Neither we nor the underwriters are 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.
Table of Contents
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. You should carefully consider the risk factor 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 Securities and
Exchange Commission, 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 the accompanying prospectus and prospectus supplement and herein and any other
documents incorporated by reference into the accompanying prospectus and prospectus supplement and herein as set forth in "Incorporation of
Information Filed with the SEC" in the accompanying prospectus.
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 2021 Floating Rate 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.
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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
2021 Floating Rate Notes.

PS-1
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 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 2021 Fixed Rate Notes:
The following terms apply to the 2021 Fixed Rate Notes:
Principal Amount: $750,000,000
Trade Date: February 12, 2018
Original Issue Date: February 15, 2018
Stated Maturity Date: February 12, 2021
Interest Rate: 2.650% per annum, accruing from February 15, 2018
Interest Payment Dates: Each February 12 and August 12, beginning on August 12, 2018 (short first coupon), and at Maturity
Day Count Convention: 30/360
Business Day Convention: Following (unadjusted); If any Interest Payment Date or Maturity falls on a day that is not a Business Day, the
related payment of principal, premium, if any, 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
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business in London.
Record Dates: 15th calendar day, whether or not a Business Day, preceding the related Interest Payment Date

PS-2
Table of Contents
Calculation Agent: Deutsche Bank Trust Company Americas
CUSIP / ISIN: 02665WCD1 / US02665WCD11
The 2021 Floating Rate Notes:
The following terms apply to the 2021 Floating Rate Notes:
Principal Amount: $350,000,000
Trade Date: February 12, 2018
Original Issue Date: February 15, 2018
Stated Maturity Date: February 12, 2021
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 February 13, 2018 plus the Spread, accruing
from February 15, 2018
Initial Interest Reset Date: May 12, 2018
Interest Reset Dates: Each Interest Payment Date
Interest Determination Date: The second London Banking Day preceding each Interest Reset Date
Interest Payment Dates: Each February 12, May 12, August 12 and November 12, beginning on May 12, 2018 (short first coupon), and on the
Stated Maturity Date
Spread: +21 bps
Designated LIBOR Currency: U.S. dollars
Day Count Convention: Actual/360
Business Day Convention: Modified Following (adjusted); provided, however, if the Stated Maturity Date falls on a day that is not a Business
Day, the payment of principal and interest that is due on the Stated Maturity Date 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: 02665WCC3 / US02665WCC38
The 2028 Fixed Rate Notes:
The following terms apply to the 2028 Fixed Rate Notes:
Principal Amount: $500,000,000

PS-3
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Trade Date: February 12, 2018
Original Issue Date: February 15, 2018
Stated Maturity Date: February 15, 2028
Interest Rate: 3.500% per annum, accruing from February 15, 2018
Interest Payment Dates: Each February 15 and August 15, beginning on August 15, 2018, and at Maturity
Day Count Convention: 30/360
Business Day Convention: Following (unadjusted); If any Interest Payment Date or Maturity falls on a day that is not a Business Day, the
related payment of principal, premium, if any, 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: 02665WCE9 / US02665WCE93
Optional Redemption
The 2021 Floating Rate Notes are not subject to optional redemption.
The 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 the 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 2021 Fixed Rate Notes and 15 basis points in the case of the 2028 Fixed Rate Notes, plus in
each case accrued and unpaid interest thereon to the date of redemption.
"Comparable Treasury Issue" means, with respect to the Fixed Rate 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 Fixed Rate 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 Fixed Rate 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.
"Reference Treasury Dealer" means each of Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Mizuho Securities USA LLC and
a primary U.S. Government securities dealer selected by SMBC Nikko Securities America, Inc., or their respective affiliates, and one other primary
U.S. Government securities dealer selected by us; provided, however, that if any of the foregoing or their affiliates ceases 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.

PS-4
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"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 Fixed Rate
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
Fixed Rate Notes or portions thereof called for redemption.
Further Issues
We may from time to time, without notice to or the consent of the holders of the Notes create and issue additional notes having the same
ranking, interest rate, 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) in some cases, the first interest
payment date. Additional notes will be considered part of the same series of notes as such 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 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.
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, S.A.

PS-5
Table of Contents
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 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-36 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.

PS-6
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UNDERWRITING
Under the terms and subject to the conditions set forth in a terms agreement dated February 12, 2018, between us and the underwriters named
below (the "Underwriters"), incorporating the terms of a distribution agreement, dated August 10, 2016, between us and the agents named in the
prospectus supplement, 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 Principal
Aggregate Principal
Aggregate Principal
Amount of 2021
Amount of 2021
Amount of 2028
Underwriter

Fixed Rate Notes
Floating Rate Notes
Fixed Rate Notes
Citigroup Global Markets Inc.

$
112,500,000
$
52,500,000
$
75,000,000
Deutsche Bank Securities Inc.

112,500,000

52,500,000

75,000,000
Mizuho Securities USA LLC

112,500,000

52,500,000

75,000,000
SMBC Nikko Securities America, Inc.

112,500,000

52,500,000

75,000,000
BNP Paribas Securities Corp.

52,500,000

24,500,000

37,500,000
Morgan Stanley & Co. LLC

52,500,000

24,500,000

37,500,000
Lloyds Securities Inc.

36,000,000

16,800,000

25,000,000
RBC Capital Markets, LLC

36,000,000

16,800,000

25,000,000
SG Americas Securities, LLC

36,000,000

16,800,000

25,000,000
TD Securities (USA) LLC

36,000,000

16,800,000

25,000,000
U.S. Bancorp Investments, Inc.

36,000,000

16,800,000

25,000,000
CastleOak Securities, L.P.

5,000,000

2,334,000

--
Mischler Financial Group, Inc.

5,000,000

2,333,000

--
Samuel A. Ramirez & Company, Inc.

5,000,000

2,333,000

--

Total

$
750,000,000
$
350,000,000
$
500,000,000

The Notes will not have established trading markets 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 0.135% of the principal amount of the 2021 Notes and 0.250% of the principal amount of the 2028 Fixed Rate Notes, as applicable. The
Underwriters may allow, and dealers may reallow, a concession not to exceed 0.100% of the principal amount of the 2021 Notes and 0.150% of the
principal amount of the 2028 Fixed Rate Notes, as applicable. After the initial offering of the Notes to the public, Mizuho Securities USA LLC,
with respect to the 2021 Notes, and Deutsche Bank Securities Inc., with respect to the 2028 Fixed Rate Notes, on behalf of the Underwriters, may
change the public offering prices, concessions and reallowances of the Notes. 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 this offering, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Mizuho Securities USA LLC and SMBC
Nikko Securities America, Inc., 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 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.
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 Notes before February 13,
2018 will be required to specify alternative settlement arrangements to prevent a failed settlement.
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

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PS-7
Table of Contents
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.
PRIIPs Regulation / Prospectus Directive / Prohibition of sales to EEA retail investors - The Notes are not intended to be offered, sold or
otherwise made available to, and should not be offered, sold or otherwise made available to, any retail investor in the European Economic Area
("EEA"). For these purposes, (a) a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (the Insurance Mediation
Directive), as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in the Prospectus Directive (as defined below); and (b) the expression "offer" includes the communication in
any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to
purchase or subscribe for the Notes. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
This pricing supplement has been prepared on the basis that any offer of Notes in any Member State of the EEA which has implemented the
Prospectus Directive (each, a "Relevant Member State") will only be made to a legal entity which is a qualified investor under the Prospectus
Directive ("Qualified Investors"). Accordingly any person making or intending to make an offer in that Relevant Member State of Notes which are
the subject of the offering contemplated in this pricing supplement may only do so with respect to Qualified Investors. Neither AHFC nor the
Underwriters have authorized, nor do they authorize, the making of any offer of Notes other than to Qualified Investors. The expression
"Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing
measure in the Relevant Member State.
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, investment banking, commercial banking and other services for AHFC and its subsidiaries, for
which they received or will receive customary fees and expenses. In addition, certain affiliates of the Underwriters are or have been lenders under
AHFC's and its subsidiaries' credit facilities and term loans, for which they have received or will receive fees under agreements they have entered
into with AHFC or its subsidiaries. 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 or its subsidiaries. If any of the Underwriters or their affiliates have a lending relationship with AHFC or its subsidiaries, certain of those
Underwriters or their affiliates routinely hedge, and certain other of those Underwriters or their affiliates may hedge, their credit exposure to AHFC
or its subsidiaries 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 or
its subsidiaries' 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-8
Table of Contents
LEGAL MATTERS
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Pricing Supplement
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 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.

PS-9
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 10, 2016)
$30,000,000,000

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
Finance Corporation.

any 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

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

the 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

·
Commercial Paper Rate
option 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

·
Federal Funds Rate
in the 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

·
Prime Rate

will specify the minimum denominations for notes denominated in a foreign

·
Treasury Rate
currency in 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
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Document Outline

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