American Honda Finance 8-A12B Registration of securities on exchange

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

Pursuant to Section 12(b) or (g) of the

Securities Exchange Act of 1934

AMERICAN HONDA FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

California	95-3472715
(State of incorporation or organization)	(I.R.S. Employer Identification No.)
20800 Madrona Avenue, Torrance, California	90503
(Address of principal executive offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which     each class is to be registered
1.600% Medium-Term Notes, Series A, due April 20, 2022	New York Stock Exchange
1.950% Medium-Term Notes, Series A, due October 18, 2024	New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement file number to which this form relates:

No. 333-233119

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Item 1. Description of Registrant’s Securities to be Registered.

The securities to be registered hereunder are €500,000,000 aggregate principal amount of 1.600% Medium-Term Notes, Series A, due April 20, 2022 (the “2022 Notes”) and €1,000,000,000 aggregate principal amount of 1.950% Medium-Term Notes, Series A, due October 18, 2024 (the “2024 Notes” and, together with the 2022 Notes, the “Notes”). The description of the general terms and provisions of the Notes set forth in the Prospectus dated August 8, 2019, the Prospectus Supplement thereto dated August 8, 2019, which was filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Act”), and the Pricing Supplement dated April 15, 2020, which was filed pursuant to Rule 424(b)(2) under the Act, are incorporated herein by reference. The Prospectus, Prospectus Supplement and Pricing Supplement were each filed with the Securities and Exchange Commission in connection with the Registration Statement of American Honda Finance Corporation on FormS-3ASR (FileNo. 333-233119).

Item 2. Exhibits.

The following exhibits are filed herewith and are incorporated herein by reference:

99.1 — Form of note representing American Honda Finance Corporation’s €500,000,000 aggregate principal amount of 1.600% Medium-Term Notes, Series A, due April 20, 2022 (filed herewith).

99.2 — Form of note representing American Honda Finance Corporation’s €1,000,000,000 aggregate principal amount of 1.950% Medium-Term Notes, Series A, due October 18, 2024 (filed herewith).

99.3 — Indenture, dated as of September 5, 2013, between American Honda Finance Corporation and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.1 of the Registration Statement on FormS-3ASR of American Honda Finance Corporation (Registration Number333-191021) filed on September 6, 2013).

99.4 — First Supplemental Indenture, dated as of February 8, 2018, between American Honda Finance Corporation and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.6 of the Quarterly Report on Form10-Q for the quarter ended December 31, 2017 of American Honda Finance Corporation filed on February 8, 2018).

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: April 20, 2020

American Honda Finance Corporation (Registrant)
By:	/s/ Paul C. Honda
	Name: Paul C. Honda
	Title: Vice President and Assistant Secretary