Obbligazione Honda American Finance 1.822% ( US02665WCR07 ) in USD

Emittente Honda American Finance
Prezzo di mercato 100 USD  ▼ 
Paese  Stati Uniti
Codice isin  US02665WCR07 ( in USD )
Tasso d'interesse 1.822% per anno ( pagato 4 volte l'anno)
Scadenza 07/01/2021 - Obbligazione č scaduto



Prospetto opuscolo dell'obbligazione American Honda Finance US02665WCR07 in USD 1.822%, scaduta


Importo minimo 2 000 USD
Importo totale 400 000 000 USD
Cusip 02665WCR0
Standard & Poor's ( S&P ) rating A- ( Upper medium grade - Investment-grade )
Moody's rating A3 ( Upper medium grade - Investment-grade )
Descrizione dettagliata American Honda Finance č una societā 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 US02665WCR07, pays a coupon of 1.822% per year.
The coupons are paid 4 times per year and the Obbligazione maturity is 07/01/2021

The Obbligazione issued by Honda American Finance ( United States ) , in USD, with the ISIN code US02665WCR07, 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 US02665WCR07, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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424B2 1 d682024d424b2.htm 424B2
Table of Contents
PRICING SUPPLEMENT

This filing is made pursuant to Rule 424(b)(2)
(To Prospectus dated August 10, 2016 and

under the Securities Act of 1933 in connection with
Prospectus Supplement dated August 10, 2016)

Registration No. 333-213047
$1,600,000,000


$500,000,000 3.150% Medium-Term Notes, Series A, due January 8, 2021
$400,000,000 Floating Rate Medium-Term Notes, Series A, due January 8, 2021
$700,000,000 3.550% Medium-Term Notes, Series A, due January 12, 2024


We are offering $500,000,000 aggregate principal amount of 3.150% Medium-Term Notes, Series A, due January 8, 2021 (the "2021 Fixed Rate
Notes"), $400,000,000 aggregate principal amount of Floating Rate Medium-Term Notes, Series A, due January 8, 2021 (the "2021 Floating Rate Notes"
and, together with the 2021 Fixed Rate Notes, the "2021 Notes") and $700,000,000 aggregate principal amount of 3.550% Medium-Term Notes, Series A,
due January 12, 2024 (the "2024 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
January 8 and July 8 of each year and at maturity. We will pay interest on the 2021 Floating Rate Notes on January 8, April 8, July 8 and October 8 of each
year and at maturity. We will pay interest on the 2024 Fixed Rate Notes on January 12 and July 12 of each year and at maturity. The first interest payment
on the 2021 Fixed Rate Notes will be on July 8, 2019, the first interest payment on the 2021 Floating Rate Notes will be on April 8, 2019 and the first
interest payment on the 2024 Fixed Rate Notes will be on July 12, 2019. We may redeem some or all of the Fixed Rate Notes at any time at our option at
the applicable redemption prices 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, 2018 filed with the Securities and
Exchange Commission.



2021 Fixed Rate Notes

2021 Floating Rate Notes
2024 Fixed Rate Notes


Per Note
Total
Per Note
Total
Per Note
Total

Public Offering Price (1)
99.941%
$499,705,000 100.000%
$ 400,000,000 99.973%
$699,811,000
Underwriting Discount

0.100%
$
500,000
0.100%
$
400,000
0.350%
$
2,450,000
Proceeds, Before Expenses, to AHFC
99.841%
$499,205,000 99.900%
$ 399,600,000 99.623%
$697,361,000

(1)
Plus accrued interest, if any, from January 15, 2019, 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 SA/NV and Clearstream Banking, S.A., on or about January 15, 2019.


Joint Book-Running Managers

Citigroup

Mizuho Securities

SMBC Nikko

Wells Fargo Securities
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Co-Managers

ANZ Securities
BNY Mellon Capital
BofA Merrill Lynch
Deutsche Bank
J.P. Morgan

Markets, LLC


Securities



The date of this pricing supplement is January 10, 2019.
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

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.

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PS-i
Table of Contents
Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore ("SFA")--The Notes are prescribed
capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment
Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
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
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. 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.
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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: $500,000,000
Trade Date: January 10, 2019
Original Issue Date: January 15, 2019
Stated Maturity Date: January 8, 2021
Interest Rate: 3.150% per annum, accruing from January 15, 2019
Interest Payment Dates: Each January 8 and July 8, beginning on July 8, 2019 (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 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: 02665W CS8 / US02665WCS89
The 2021 Floating Rate Notes:
The following terms apply to the 2021 Floating Rate Notes:
Principal Amount: $400,000,000
Trade Date: January 10, 2019
Original Issue Date: January 15, 2019
Stated Maturity Date: January 8, 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 January 11, 2019 plus the Spread, accruing from
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January 15, 2019
Initial Interest Reset Date: April 8, 2019
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 8, April 8, July 8 and October 8, beginning on April 8, 2019 (short first coupon), and on the Stated Maturity
Date
Spread: +47 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: 02665W CR0 / US02665WCR07
The 2024 Fixed Rate Notes:
The following terms apply to the 2024 Fixed Rate Notes:
Principal Amount: $700,000,000

PS-3
Table of Contents
Trade Date: January 10, 2019
Original Issue Date: January 15, 2019
Stated Maturity Date: January 12, 2024
Interest Rate: 3.550% per annum, accruing from January 15, 2019
Interest Payment Dates: Each January 12 and July 12, beginning on July 12, 2019 (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 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: 02665WCT6 / US02665WCT62
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)
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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 2024 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., Mizuho Securities USA LLC, Wells Fargo Securities, 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
Table of Contents
"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;
provided, however, such additional notes must be fungible with the previously issued notes for U.S. federal income tax purposes. 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 SA/NV and Clearstream Banking, S.A.

PS-5
Table of Contents
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MATERIAL UNITED STATES FEDERAL INCOME TAXATION
The following are certain material U.S. federal income tax consequences of ownership and disposition of the Notes. It does not purport to be a
complete analysis of all tax considerations relating to the Notes. Prospective purchasers of the Notes should consult their tax advisers as to the
consequences under the tax laws of the country of which they are 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.
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 in many respects); thus, the impact of certain aspects of its provisions on us, or on you, is currently unclear.
Tax Consequences to U.S. Holders (as that term is defined under "Material United States Federal Income Taxation" on page S-36 of the accompanying
prospectus supplement)
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 certain 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 do not apply to original issue discount for taxable years beginning on or before December 31, 2018. You should consult
your tax adviser concerning the application of these rules in your particular situation.
Tax Consequences to Non-U.S. Holders (as that term is defined under "Material United States Federal Income Taxation" on page S-45 of the
accompanying prospectus supplement)
FATCA
Under legislation commonly referred to as "FATCA," a 30% withholding tax may be imposed on payments of interest on, or gross proceeds from the
sale or other disposition of, a note. Regulations proposed by the U.S. Treasury Department on December 18, 2018, however, indicate an intent to eliminate
the requirement under "FATCA" of withholding on payments of gross proceeds (other than amounts treated as interest). The U.S. Treasury Department has
indicated that taxpayers may rely on these proposed regulations pending their finalization.

PS-6
Table of Contents
UNDERWRITING
Under the terms and subject to the conditions set forth in a terms agreement dated January 10, 2019, 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 2024
Underwriter

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

$
106,250,000
$
85,000,000
$
148,750,000
Mizuho Securities USA LLC


106,250,000

85,000,000

148,750,000
SMBC Nikko Securities America, Inc.


106,250,000

85,000,000

148,750,000
Wells Fargo Securities, LLC


106,250,000

85,000,000

148,750,000
ANZ Securities, Inc.


15,000,000

12,000,000

21,000,000
BNY Mellon Capital Markets, LLC


15,000,000

12,000,000

21,000,000
Deutsche Bank Securities Inc.


15,000,000

12,000,000

21,000,000
J.P. Morgan Securities LLC


15,000,000

12,000,000

21,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated


15,000,000

12,000,000

21,000,000












Total

$
500,000,000
$
400,000,000
$
700,000,000












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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
0.060% of the principal amount of the 2021 Notes and 0.200% of the principal amount of the 2024 Fixed Rate Notes, as applicable. The Underwriters may
allow, and dealers may reallow, a concession not to exceed 0.035% of the principal amount of the 2021 Notes and 0.150% of the principal amount of the
2024 Fixed Rate Notes, as applicable. After the initial offering of the Notes to the public, SMBC Nikko Securities America, Inc., with respect to the 2021
Notes, and Wells Fargo Securities, LLC, with respect to the 2024 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., Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc. and Wells
Fargo Securities, LLC, 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.
It is expected that delivery of the Notes will be made against payment therefor on or about January 15, 2019, which will be the third business day
following the date of the pricing 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 on any date prior to two business days before the original issue date 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 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.

PS-7
Table of Contents
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 (EU) 2016/97 (the Insurance Distribution Directive), as amended or superseded, 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 or superseded), 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.
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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
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 any
Finance Corporation.

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

·
The pricing supplement will specify the interest payment dates.

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424B2
following rates plus or minus one or more fixed amounts or multiplied by
·
Payments on notes issued as indexed notes will be determined by reference to the
one or more leverage factors:

index specified in the pricing supplement.

·
CD Rate


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

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


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



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


·
Federal Funds Rate
applicable pricing supplement.



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



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

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

·
Prime Rate

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

·
Treasury Rate
the applicable pricing supplement.


·
Any other rate specified in the applicable pricing supplement

·
Any combination of rates specified in the applicable pricing

supplement

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


Public

and Commissions
Honda Finance Corporation
Per note

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

99.850% - 99.970%(2)

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