Obligation American Honda Finance 0% ( US02665WBS98 ) en USD

American Honda Finance

100 % ▼

Etas-Unis

US02665WBS98 ( en USD )

20/07/2020 - Obligation échue

Prospectus brochure de l'obligation American Honda Finance US02665WBS98 en USD 0%, échue

2 000 USD

300 000 000 USD

02665WBS9

N/A

L'Obligation émise par American Honda Finance ( Etas-Unis ) , en USD, avec le code ISIN US02665WBS98, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/07/2020

424B2
424B2 1 d422372d424b2.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. 333-213047.
Calculation of the Registration Fee

Maximum
Amount
Aggregate Offering
of Registration
Title of Each Class of Securities Offered

Price(1)

Fee(1)
Notes Due Nine Months or More from the Date of Issue

$7,000,000,000

$811,300

(1)
The filing fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. The registration fee for
$7,000,000,000 in Notes Due Nine Months or More from the Date of Issue is being paid in connection with this filing. The registration fee
for an additional $6,000,000,000 in Notes Due Nine Months or More from the Date of Issue was paid on August 10, 2016. In accordance
with Rules 456(b) and 457(r) of the Securities Act of 1933, as amended, we are deferring payment on the registration fee for
$17,000,000,000 in Notes Due Nine Months or More from the Date of Issue.

1
Table of Contents
PRICING SUPPLEMENT
(To Prospectus dated August 10, 2016 and
Prospectus Supplement dated August 10, 2016)
$1,750,000,000

$750,000,000 Floating Rate Medium-Term Notes, Series A, due January 22, 2019
$700,000,000 1.950% Medium-Term Notes, Series A, due July 20, 2020
$300,000,000 Floating Rate Medium-Term Notes, Series A, due July 20, 2020

We are offering $750,000,000 aggregate principal amount of Floating Rate Medium-Term Notes, Series A, due January 22, 2019 (the "2019 Floating Rate
Notes" or the "2019 Notes"), $700,000,000 aggregate principal amount of 1.950% Medium-Term Notes, Series A, due July 20, 2020 (the "2020 Fixed Rate
Notes") and $300,000,000 aggregate principal amount of Floating Rate Medium-Term Notes, Series A, due July 20, 2020 (the "2020 Floating Rate Notes",
together with the 2020 Fixed Rate Notes, the "2020 Notes" and the 2019 Notes together with the 2020 Notes, 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 2019 Floating Rate Notes on January 22, April 22, July 22, and October 22 of each year and at maturity. We will pay interest on the 2020 Fixed
Rate Notes on January 20 and July 20 of each year and at maturity. We will pay interest on the 2020 Floating Rate Notes on January 20, April 20, July 20, and
October 20 of each year and at maturity. The first interest payment on the 2019 Floating Rate Notes will be on October 22, 2017, the first interest payment on
the 2020 Fixed Rate Notes will be on January 20, 2018 and the first interest payment on the 2020 Floating Rate Notes will be on October 20, 2017. We may
redeem some or all of the 2020 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 2019 Floating Rate Notes and the 2020 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 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.
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2019 Floating Rate Notes

2020 Fixed Rate Notes

2020 Floating Rate Notes

Per Note

Total

Per Note

Total

Per Note

Total

Public offering price(1)
100.000%
$750,000,000 99.899%
$699,293,000 100.000%
$300,000,000
Underwriting discount

0.055%
$
412,500 0.225%
$
1,575,000
0.225%
$
675,000
Proceeds, before expenses, to AHFC
99.945%
$749,587,500 99.674%
$697,718,000 99.775%
$299,325,000

(1) Plus accrued interest, if any, from July 20, 2017, 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 July 20, 2017.

Joint Book-Running Managers

Barclays
Citigroup
Deutsche Bank
J.P.
Morgan
SOCIETE
Wells Fargo

Securities

Morgan

Stanley

GENERALE Securities
(2019 and 2020 Notes)
(2020 Notes)

(2019 Notes)

(2020 Notes)
(2019 Notes)
(2020 Notes)

(2020 Notes)
Joint Lead Managers

BNP PARIBAS

BofA Merrill Lynch

(2020 Notes)

Co-Managers
BNY Mellon Capital Markets, LLC

LLoyds Securities
RBC Capital Markets
TD Securities
US Bancorp
(2020 Notes)

The date of this pricing supplement is July 17, 2017.
Table of Contents
TABLE OF CONTENTS

Page
Pricing Supplement

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-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
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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 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.

PS-i
Table of Contents
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
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;
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424B2

·
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 2019 Floating Rate Notes:
The following terms apply to the 2019 Floating Rate Notes:
Principal Amount: $750,000,000
Trade Date: July 17, 2017
Original Issue Date: July 20, 2017
Stated Maturity Date: January 22, 2019
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 July 18, 2017 plus the Spread, accruing from
July 20, 2017
Initial Interest Reset Date: October 22, 2017
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 22, April 22, July 22 and October 22, beginning on October 22, 2017 (long first coupon), and on the
Stated Maturity Date
Spread: +15 bps

PS-1
Table of Contents
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: 02665WBR1 / US02665WBR16
The 2020 Fixed Rate Notes:
The following terms apply to the 2020 Fixed Rate Notes:
Principal Amount: $700,000,000
Trade Date: July 17, 2017
Original Issue Date: July 20, 2017
Stated Maturity Date: July 20, 2020
Interest Rate: 1.950% per annum, plus accrued interest, if any, from July 20, 2017
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Interest Payment Dates: Each January 20 and July 20, beginning on January 20, 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: 02665WBT7 / US02665WBT71
The 2020 Floating Rate Notes:
The following terms apply to the 2020 Floating Rate Notes:
Principal Amount: $300,000,000
Trade Date: July 17, 2017
Original Issue Date: July 20, 2017

PS-2
Table of Contents
Stated Maturity Date: July 20, 2020
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 July 18, 2017 plus the Spread, accruing from
July 20, 2017
Initial Interest Reset Date: October 20, 2017
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 20, April 20, July 20 and October 20, beginning on October 20, 2017 and on the Stated Maturity Date
Spread: +27 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: 02665WBS9 / US02665WBS98
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Optional Redemption
The 2019 Floating Rate Notes and the 2020 Floating Rate Notes are not subject to optional redemption.
The 2020 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 Notes to be redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal of and interest on such 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, plus in each case accrued and unpaid interest thereon to the date of redemption.
"Comparable Treasury Issue" means, with respect to the 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.

PS-3
Table of Contents
"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 Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, SG Americas
Securities, LLC and Wells Fargo Securities, LLC or their respective affiliates; 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.
"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 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 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.
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
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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-4
Table of Contents
UNDERWRITING
Under the terms and subject to the conditions set forth in terms agreements dated July 17, 2017, between us and the applicable 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 applicable Underwriters, and the applicable 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 2019
Amount of 2020
Amount of 2020
Underwriter

Floating Rate Notes
Fixed Rate Notes
Floating Rate Notes
Barclays Capital Inc.

$
250,000,000
$
98,000,000
$
42,000,000
Citigroup Global Markets Inc.

--

98,000,000

42,000,000
Deutsche Bank Securities Inc.

250,000,000

--

--
J.P. Morgan Securities LLC

--

98,000,000

42,000,000
Morgan Stanley & Co. LLC

250,000,000

--

--
SG Americas Securities, LLC

--

98,000,000

42,000,000
Wells Fargo Securities, LLC

--

98,000,000

42,000,000
BNP Paribas Securities Corp.

--

35,000,000

15,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

--

35,000,000

15,000,000
BNY Mellon Capital Markets, LLC

--

28,000,000

12,000,000
Lloyds Securities Inc .

--

28,000,000

12,000,000
RBC Capital Markets, LLC

--

28,000,000

12,000,000
TD Securities (USA) LLC

--

28,000,000

12,000,000
U.S. Bancorp Investments, Inc.

--

28,000,000

12,000,000

Total

$
750,000,000
$
700,000,000
$
300,000,000

The Notes will not have established trading markets when issued. The applicable 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 price less a concession not to
exceed 0.030% of the principal amount of the 2019 Notes and 0.150% of the principal amount of the 2020 Notes, as applicable. The Underwriters
may allow, and dealers may reallow, a concession not to exceed 0.025% of the principal amount of the 2019 Notes and 0.125% of the principal
amount of the 2020 Notes, as applicable. After the initial offering of the Notes to the public, Deutsche Bank Securities Inc., with respect to the
2019 Notes, and Barclays Capital Inc., with respect to the 2020 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 the offering, Barclays Capital Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, on behalf of the
Underwriters that have purchased the 2019 Notes, are permitted to engage in certain transactions that stabilize the prices of the 2019 Notes, and
Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, SG Americas Securities, LLC and Wells Fargo Securities, LLC,
on behalf of the Underwriters that have purchased the 2020 Notes, are permitted to engage in certain transactions that stabilize the prices of the
2020 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

PS-5
Table of Contents
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424B2
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.
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, 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-6
Table of Contents
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, as supplemented, between AHFC and Deutsche Bank Trust Company Americas, as trustee (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-7
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424B2
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

·
Prime Rate

supplement. We will specify the minimum denominations for notes

·
Treasury Rate
denominated in a foreign 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

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
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424B2
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
Table of Contents
TABLE OF CONTENTS

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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Document Outline

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