Obbligazione Honda American Finance 2.05% ( US02665WDC29 ) in USD

Emittente Honda American Finance
Prezzo di mercato 100 USD  ▼ 
Paese  Stati Uniti
Codice isin  US02665WDC29 ( in USD )
Tasso d'interesse 2.05% per anno ( pagato 2 volte l'anno)
Scadenza 09/01/2023 - Obbligazione č scaduto



Prospetto opuscolo dell'obbligazione American Honda Finance US02665WDC29 in USD 2.05%, scaduta


Importo minimo 2 000 USD
Importo totale 750 000 000 USD
Cusip 02665WDC2
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.

L'obbligazione American Honda Finance (ISIN: US02665WDC29, CUSIP: 02665WDC2), emessa negli Stati Uniti per un totale di 750.000.000 USD, con cedola semestrale al 2,05%, scaduta il 09/01/2023 al prezzo del 100%, č stata rimborsata integralmente; presentava rating S&P A- e Moody's A3 e un taglio minimo di 2.000 USD.







Pricing Supplement
424B2 1 d794728d424b2.htm PRICING SUPPLEMENT
Table of Contents
This filing is made pursuant to Rule 424(b)(2) under
the Securities Act of 1933 in connection with Registration No. 333-233119.
PRICING SUPPLEMENT
(To Prospectus dated August 8, 2019 and Prospectus
Supplement dated August 8, 2019)
$1,500,000,000



$750,000,000 2.050% Medium-Term Notes, Series A, due January 10, 2023
$750,000,000 2.150% Medium-Term Notes, Series A, due September 10, 2024


We are offering $750,000,000 aggregate principal amount of 2.050% Medium-Term Notes, Series A, due January 10, 2023 (the "2023 Notes") and
$750,000,000 aggregate principal amount of 2.150% Medium-Term Notes, Series A, due September 10, 2024 (the "2024 Notes"). The 2023 Notes and the
2024 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 2023 Notes on January 10 and July 10 of
each year and at maturity. We will pay interest on the 2024 Notes on March 10 and September 10 of each year and at maturity. The first interest payment
on the 2023 Notes will be on January 10, 2020 and the first interest payment on the 2024 Notes will be on March 10, 2020. We may redeem some or all of
the 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."
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, 2019 filed with the Securities and Exchange Commission.



2023 Notes

2024 Notes



Per Note

Total

Per Note

Total

Public Offering Price(1)

99.963%
$ 749,722,500
99.972%
$ 749,790,000
Underwriting Discount

0.225%
$
1,687,500
0.350%
$
2,625,000
Proceeds, Before Expenses, to AHFC

99.738%
$ 748,035,000
99.622%
$ 747,165,000

(1)
Plus accrued interest, if any, from September 10, 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 September 10, 2019.


Joint Book-Running Managers

BNP PARIBAS
Deutsche Bank
Mizuho Securities
MUFG

Securities


Co-Managers

Lloyds Securities

SMBC Nikko

US Bancorp

Wells Fargo Securities


The date of this pricing supplement is September 5, 2019.
Table of Contents
TABLE OF CONTENTS
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Pricing Supplement
Pricing Supplement


Page
Description of the Notes
PS-1
Underwriting
PS-4
Legal Matters
PS-6

Prospectus Supplement


About this Prospectus Supplement and Pricing Supplements
S-ii
Risk Factors
S-1
Description of the Notes
S-7
Special Provisions Relating to Foreign Currency Notes
S-32
Material United States Federal Income Taxation
S-36
Plan of Distribution (Conflicts of Interest)
S-49
Validity of the Notes
S-55

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

3
American Honda Finance Corporation

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 representative 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, solicitation or sale is not permitted.
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.
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
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· 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 2023 Notes:
The following terms apply to the 2023 Notes:
Principal Amount: $750,000,000
Trade Date: September 5, 2019
Original Issue Date: September 10, 2019
Stated Maturity Date: January 10, 2023
Interest Rate: 2.050% per annum, accruing from September 10, 2019
Interest Payment Dates: Each January 10 and July 10, beginning on January 10, 2020 (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.

PS-1
Table of Contents
Record Dates: 15th calendar day, whether or not a Business Day, preceding the related Interest Payment Date
Calculation Agent: Deutsche Bank Trust Company Americas
CUSIP / ISIN: 02665WDC2 / US02665WDC29
The 2024 Notes:
The following terms apply to the 2024 Notes:
Principal Amount: $750,000,000
Trade Date: September 5, 2019
Original Issue Date: September 10, 2019
Stated Maturity Date: September 10, 2024
Interest Rate: 2.150% per annum, accruing from September 10, 2019
Interest Payment Dates: Each March 10 and September 10, beginning on March 10, 2020, 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
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Pricing Supplement
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: 02665WDD0 / US02665WDD02
Optional Redemption
The 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 in the case of the 2023 Notes and
12.5 basis points in the case of the 2024 Notes, 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-2
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 BNP Paribas Securities Corp., Deutsche Bank Securities Inc., Mizuho Securities USA LLC and a
primary U.S. Government securities dealer selected by MUFG Securities Americas 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.
"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;
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
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Pricing Supplement
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-3
Table of Contents
UNDERWRITING
Under the terms and subject to the conditions set forth in a terms agreement dated September 5, 2019, between us and the underwriters named below
(the "Underwriters"), incorporating the terms of a distribution agreement, dated August 8, 2019, 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
Amount of
Amount of
Underwriter

2023 Notes

2024 Notes

BNP Paribas Securities Corp.

$
159,375,000
$
159,375,000
Deutsche Bank Securities Inc.


159,375,000

159,375,000
Mizuho Securities USA LLC


159,375,000

159,375,000
MUFG Securities Americas Inc.


159,375,000

159,375,000
Lloyds Securities Inc.


28,125,000

28,125,000
SMBC Nikko Securities America, Inc.


28,125,000

28,125,000
U.S. Bancorp Investments, Inc.


28,125,000

28,125,000
Wells Fargo Securities, LLC


28,125,000

28,125,000








Total

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








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
0.125% of the principal amount of the 2023 Notes and 0.200% of the principal amount of the 2024 Notes, as applicable. The Underwriters may allow, and
dealers may reallow, a concession not to exceed 0.100% of the principal amount of the 2023 Notes and 0.150% of the principal amount of the 2024 Notes,
as applicable. After the initial offering of the Notes to the public, Mizuho Securities USA LLC, with respect to the 2023 Notes, and BNP Paribas Securities
Corp., with respect to the 2024 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, BNP Paribas Securities Corp., Deutsche Bank Securities Inc., Mizuho Securities USA LLC and MUFG Securities
Americas 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.
It is expected that delivery of the Notes will be made against payment therefor on or about September 10, 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

PS-4
Table of Contents
settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the 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
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Pricing Supplement
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-5
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 8, 2019 and filed as Exhibit 5.1 to
AHFC's Registration Statement on Form S-3 (File No. 333-233119) filed with the Securities and Exchange Commission on August 8, 2019.

PS-6
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 8, 2019)
$30,000,000,000



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



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

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

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

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

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

index specified in the pricing supplement.

·
CD Rate


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

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


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



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


·
Federal Funds Rate
applicable pricing supplement.



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



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

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

·
Prime Rate

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

·
Treasury Rate
the applicable pricing supplement.


·
Any other rate specified in the applicable pricing supplement

·
Any combination of rates specified in the applicable pricing

supplement

We will specify the final terms for each note in the applicable pricing supplement. If the terms of the notes described in this prospectus supplement or the accompanying
prospectus are different from those described in the applicable pricing supplement, you should rely on the information in the applicable pricing supplement.
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 making a decision to invest 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
ANZ Securities
Barclays
BNP PARIBAS
BNY Mellon Capital Markets, LLC
Citigroup
Deutsche Bank Securities
J.P. Morgan
Lloyds Securities
Mizuho Securities
MUFG
SMBC Nikko
SOCIETE GENERALE
TD Securities
US Bancorp
Wells Fargo Securities
The date of this prospectus supplement is August 8, 2019
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-7
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Special Provisions Relating to Foreign Currency Notes
S-32
Material United States Federal Income Taxation
S-36
Plan of Distribution (Conflicts of Interest)
S-49
Validity of the Notes
S-55
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

3
American Honda Finance Corporation

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. 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. Neither we nor the agents have authorized anyone to provide you with any other information, and neither we nor the agents take
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 representative 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. Neither we nor the agents are making an offer to sell the notes offered by this prospectus supplement in any jurisdiction
where the offer, solicitation or sale is not permitted.

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

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


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


·
the time remaining to the maturity of the notes;


·
the outstanding principal amount of the notes;


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


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


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


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

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

in the credit markets generally;


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

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

operations.

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In addition, because some notes may be designed for specific investment objectives or strategies, those notes may (1) have a more limited trading
market and (2) experience more price volatility than conventional debt securities.
Because of these limitations, you may not be able to sell notes readily or at prices that enable you to realize the yield you expect. In this regard, notes
issued at a substantial discount from their principal amount payable at maturity trade at prices that tend to fluctuate more in relation to general changes in
interest rates than the prices for conventional interest-bearing notes with comparable maturities. You should not purchase notes unless you understand and
are able to bear the risk that the notes may not be easy to sell and that the value of the notes will fluctuate over time, perhaps significantly.
In addition, if your investment activities are subject to legal investment laws and regulations, you may not be able to invest in certain types of notes
or your investment in them may be limited. You should review and consider any applicable restrictions before making a decision to invest in the notes.
The notes are effectively subordinated to the indebtedness of AHFC's consolidated subsidiaries.
AHFC's right to participate in any distribution of assets of any of its consolidated subsidiaries upon that subsidiary's dissolution, winding-up,
liquidation or otherwise (and thus the ability of the holders of the notes to participate indirectly from such distribution) is subject to the prior claims of the
creditors of that subsidiary, except to the extent that AHFC is a creditor of the subsidiary and AHFC's claims are recognized, and to any preferred equity
holders of that subsidiary. Therefore, the notes are effectively subordinated to all indebtedness and other obligations of AHFC's consolidated subsidiaries
and to any preferred equity holders of such subsidiaries. AHFC's subsidiaries are separate legal entities and have no obligations to pay, or make funds
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available for the payment of, any amounts due on the notes. The indenture governing the notes does not restrict AHFC and its subsidiaries from incurring
additional indebtedness or other obligations or issuing preferred equity. The incurrence of additional indebtedness and other liabilities by AHFC or its
subsidiaries or issuance of any preferred equity by AHFC's subsidiaries could adversely affect AHFC's ability to pay obligations on the notes. As of
June 30, 2019, AHFC and its consolidated subsidiaries had approximately $59.0 billion of outstanding indebtedness and other liabilities, including current
liabilities, of which approximately $16.8 billion consisted of indebtedness and liabilities of its consolidated subsidiaries, and none of AHFC's consolidated
subsidiaries had outstanding any preferred equity.
If you purchase redeemable notes, we may choose to redeem notes when prevailing interest rates are relatively low.
If your notes are redeemable at our option, we may choose to redeem your notes from time to time. Prevailing interest rates at the time we redeem
your notes would likely be lower than the rate borne by the notes as of the time they are redeemed. In such a case, you would not be able to reinvest the
redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the notes being redeemed. This may also be the
case for any mandatory redemption of your notes. For this reason, an optional or mandatory redemption feature can affect the market value of your notes.
Our redemption right also may adversely impact your ability to sell your notes as the redemption date approaches.
Any credit ratings assigned to the notes may not reflect all risks on the market value of the notes.
The credit ratings assigned to AHFC represent the rating agencies' opinion regarding AHFC's credit quality and are not a guarantee of quality. Credit
ratings are not recommendations to buy, sell or hold securities and are subject to revision or withdrawal at any time by the assigning rating agency. Each
rating agency may have different criteria for evaluating credit risk, and therefore ratings should be evaluated independently for each rating agency.

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Any credit ratings assigned to the notes reflect the rating agencies' opinion of AHFC's ability to make payments on the notes when such payments
are due. Actual or anticipated changes in the credit ratings assigned to the notes will generally affect the market value of your notes. The credit ratings
assigned to the notes, however, may not reflect fluctuations in the market value of the notes as a result of changes in prevailing interest rates, AHFC's
credit spreads or other factors.
The agents and their affiliates may publish reports, express opinions or provide recommendations that are inconsistent with investing in or
holding the notes and could affect the value of the notes.
The agents and their affiliates may publish reports from time to time on financial markets and other matters that may influence the value of the notes
or express opinions or provide recommendations that are inconsistent with investing in or holding the notes and could affect the value of the notes. The
agents and their affiliates may have published or may publish reports or other opinions that call into question the investment view implicit in an investment
in the notes. Any reports, opinions or recommendations expressed by the agents and/or any of their affiliates may not be consistent with each other and may
be modified from time to time without notice. Investors should make their own independent investigation of the merits of investing in the notes and the rate
or market measure to which the notes may be linked.
Floating rate notes have risks that conventional fixed rate notes do not.
Because the interest rate of floating rate notes may be based upon the Federal Funds Rate, LIBOR, the Prime Rate or the Treasury Rate or other such
interest rate basis or interest rate formula or combination of rates as specified in the applicable pricing supplement, there will be significant risks not
associated with conventional fixed rate notes. These risks include fluctuation of the interest rates and the possibility that you will receive a lower amount of
interest in the future as a result of such fluctuations. We have no control over various matters that are important in determining the existence, magnitude
and longevity of these risks, including economic, financial and political events.
Increased regulatory oversight and uncertainty relating to the LIBOR and EURIBOR calculation process and the potential phasing out of LIBOR
and/or EURIBOR after 2021 may adversely affect the value of the notes.
LIBOR is the subject of recent national and international regulatory guidance and proposals for reform. These reforms or actions by the British
Bankers' Association (the "BBA") in connection with the investigations into whether banks have been manipulating or attempting to manipulate LIBOR,
may cause LIBOR to perform differently than in the past, or have other consequences which cannot be predicted. For example, on July 27, 2017 and in a
subsequent speech on July 12, 2018, the U.K. Financial Conduct Authority confirmed that it intends to stop persuading or compelling banks to submit
LIBOR rates after 2021 (the "FCA Announcements"). The FCA Announcements indicated that the continuation of LIBOR on the current basis is not
guaranteed after 2021. It is not possible to predict whether, and to what extent, panel banks will continue to provide LIBOR submissions to the
administrator of LIBOR going forward. This may cause LIBOR to perform differently than it did in the past.
Separate work-streams are also underway in Europe to reform EURIBOR using a hybrid methodology and to provide a fall-back by reference to a
euro risk-free rate (based on a euro overnight risk-free rate as adjusted by a methodology to create a term rate). On September 13, 2018, the working group
on euro risk-free rates recommended Euro Short-term Rate ("STER") as the new risk free rate. STER is expected to be published by the European
Central Bank by October 2019. In addition, on January 21, 2019, the euro risk free-rate working group published a set of guiding principles for fall-back
provisions in new euro denominated cash products (including bonds). The guiding principles indicate, among other things, that continuing to reference
EURIBOR in relevant contracts may increase the risk to the euro area financial system.
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