Obbligazione Honda American Finance 1.65% ( US02665WBF77 ) in USD

Honda American Finance

100 USD ▼

Stati Uniti

US02665WBF77 ( in USD )

1.65% per anno ( pagato 2 volte l'anno)

12/07/2021 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione American Honda Finance US02665WBF77 in USD 1.65%, scaduta

02665WBF7

American Honda Finance è una società di finanziamento statunitense che offre soluzioni di credito per l'acquisto di veicoli Honda e Acura nuovi e usati.

The Obbligazione issued by Honda American Finance ( United States ) , in USD, with the ISIN code US02665WBF77, pays a coupon of 1.65% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 12/07/2021

424B2
424B2 1 d227098d424b2.htm 424B2
PRICING SUPPLEMENT
This filing is made pursuant to Rule 424(b)(2)
(To Prospectus dated September 5, 2013
under the Securities Act of 1933 in connection with
and Prospectus Supplement dated August 10, 2015)

Registration No. 333-191021.
$1,750,000,000

$1,100,000,000 1.200% Medium-Term Notes, Series A, due July 12, 2019
$650,000,000 1.650% Medium-Term Notes, Series A, due July 12, 2021

We are offering $1,100,000,000 aggregate principal amount of 1.200% Medium-Term Notes, Series A, due July 12, 2019 (the "2019 Notes")
and $650,000,000 aggregate principal amount of 1.650% Medium-Term Notes, Series A, due July 12, 2021 (the "2021 Notes" and, together with
the 2019 Notes, the "Notes"). The Notes will be our general unsecured and unsubordinated obligations and will rank equally with all of our
existing and future unsecured and unsubordinated indebtedness. We will pay interest on the Notes on January 12 and July 12 of each year and at
maturity. The first interest payment on the Notes will be on January 12, 2017. 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, 2016 filed with the Securities and Exchange Commission.

2019 Notes

2021 Notes

Per Note

Total
Per Note

Total

Public offering price(1)
99.900% $1,098,900,000 99.967% $649,785,500
Underwriting discount
0.225% $
2,475,000 0.350% $
2,275,000
Proceeds, before expenses, to AHFC
99.675% $1,096,425,000 99.617% $647,510,500

(1) Plus accrued interest, if any, from July 12, 2016, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities,
or determined if this pricing supplement or the accompanying prospectus supplement and prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The Notes will be ready for delivery in book-entry only form through The Depository Trust Company, and its direct and indirect participants,
including Euroclear Bank S.A./N.V. and Clearstream Banking, S.A., on or about July 12, 2016.

Joint Book-Running Managers

Barclays
BNP PARIBAS
Mizuho Securities
SMBC Nikko
Co-Managers

BofA Merrill Lynch

Deutsche Bank Securities

Lloyds Securities

Morgan Stanley
SOCIETE GENERALE

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424B2

The date of this pricing supplement is July 7, 2016.
TABLE OF CONTENTS

Pricing Supplement

Page
Description of the Notes
PS-1
Material United States Federal Income Taxation
PS-4
Underwriting
PS-5
Legal Matters
PS-7

Prospectus Supplement

About this Prospectus Supplement and Pricing Supplements
S-ii
Risk Factors
S-1
Description of the Notes
S-6
Special Provisions Relating to Foreign Currency Notes
S-31
Material United States Federal Income Taxation
S-35
Plan of Distribution
S-48
Validity of the Notes
S-53

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. We have
not authorized anyone to provide you with any other information, and we take no responsibility for any other information that others may
give you. You should assume that the information included in this pricing supplement, the accompanying prospectus supplement and
prospectus, or incorporated by reference herein or therein, is accurate as of the date on the front cover of this pricing supplement, the
accompanying prospectus supplement or prospectus, or the document incorporated by reference, as applicable. Our business, financial
condition, results of operations, liquidity, cash flows and prospects may have changed since then. We are not making an offer to sell the
Notes offered by this pricing supplement in any jurisdiction where the offer or sale is not permitted.
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-i
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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 the 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 2019 Notes:
The following terms apply to the 2019 Notes:
Principal Amount: $1,100,000,000
Trade Date: July 7, 2016
Original Issue Date: July 12, 2016
Stated Maturity Date: July 12, 2019
Interest Rate: 1.200% per annum, plus accrued interest, if any, from July 12, 2016
Interest Payment Dates: Each January 12 and July 12, beginning on January 12, 2017, and at Maturity
Day Count Convention: 30/360
Business Day Convention: 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: 02665WBE0 / US02665WBE03

PS-1
The 2021 Notes:
The following terms apply to the 2021 Notes:
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Principal Amount: $650,000,000
Trade Date: July 7, 2016
Original Issue Date: July 12, 2016
Stated Maturity Date: July 12, 2021
Interest Rate: 1.650% per annum, plus accrued interest, if any, from July 12, 2016
Interest Payment Dates: Each January 12 and July 12, beginning on January 12, 2017, and at Maturity
Day Count Convention: 30/360
Business Day Convention: 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: 02665WBF7 / US02665WBF77
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 the 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 2019 Notes and 15 basis points in the case of the 2021 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.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Calculation Agent after consultation
with us.
"Reference Treasury Dealer" means each of Barclays Capital Inc., BNP Paribas Securities Corp., Mizuho Securities USA Inc. 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

PS-2
if any of the foregoing or their affiliates cease 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
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424B2
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, 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) the first interest payment date. Additional notes will be considered part of the same series of notes as the Notes and any of our
other Medium-Term Notes, Series A previously issued or issued in the future. We also may from time to time, without notice to or the consent of
the registered holders of the Notes, create and issue additional debt securities, under the indenture or otherwise, ranking equally with the Notes and
our other Medium-Term Notes, Series A.
Book-Entry Notes and Form
Each tranche of Notes will be issued in the form of one or more fully registered global notes (the "Global Notes") which will be
deposited with, or on behalf of, The Depository Trust Company, New York, New York (the "Depositary") and registered in the name of Cede &
Co., the Depositary's nominee. Beneficial interests in the Global Notes will be represented through book-entry accounts of financial institutions
acting on behalf of beneficial owners as direct or indirect participants in the Depositary, including Euroclear Bank S.A./N.V. and Clearstream
Banking, S.A.

PS-3
MATERIAL UNITED STATES FEDERAL INCOME TAXATION
As discussed in the section of the accompanying prospectus supplement entitled "Material United States Federal Income Taxation,"
U.S. Treasury regulations issued under legislation generally referred to as "FATCA" provide that no withholding tax under FATCA will be
imposed with respect to payments of gross proceeds from the disposition of debt obligations prior to January 1, 2017. The IRS has announced in
September 2015 that it intends to amend these regulations so that no withholding tax under FATCA will be imposed with respect to payments of
gross proceeds from the disposition of debt obligations prior to January 1, 2019. You should consult your tax adviser regarding the possible
implications of FATCA for your investment in the Notes.
For other material U.S. federal income tax consequences of ownership and disposition of the Notes, please see the section of the
accompanying prospectus supplement entitled "Material United States Federal Income Taxation."

PS-4
UNDERWRITING
Under the terms and subject to the conditions set forth in a terms agreement dated July 7, 2016 (the "Terms Agreement"), between us
and the underwriters named below (the "Underwriters"), incorporating the terms of a distribution agreement, dated September 25, 2013, between us
and the agents named in the prospectus supplement, as supplemented by the Agent Accession Letter of Morgan Stanley & Co. LLC, dated
February 5, 2014, and the corresponding Confirmation Letter of AHFC, dated February 5, 2014, and the Agent Termination Letter, dated
February 5, 2014, between us and Mitsubishi UFJ Securities (USA), Inc., and as amended by the Letter Agreement, dated February 12, 2014, and
the Letter Agreement, dated August 10, 2015 (as amended and supplemented, the "Distribution Agreement"), 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
Amount
Principal Amount
Underwriter

of 2019 Notes
of 2021 Notes

Barclays Capital Inc.

$ 233,750,000
$
138,125,000
BNP Paribas Securities Corp.

233,750,000

138,125,000
Mizuho Securities USA Inc.

233,750,000

138,125,000
SMBC Nikko Securities America, Inc.

233,750,000

138,125,000
Deutsche Bank Securities Inc.

33,000,000

19,500,000
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424B2
Lloyds Securities Inc.

33,000,000

19,500,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

33,000,000

19,500,000
Morgan Stanley & Co. LLC

33,000,000

19,500,000
SG Americas Securities, LLC

33,000,000

19,500,000

Total

$1,100,000,000
$
650,000,000

The Notes will not have an established trading market 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 0.150% of the principal amount of the 2019 Notes or 0.200% of the principal amount of the 2021 Notes, as applicable.
The Underwriters may allow, and dealers may reallow, a concession not to exceed 0.125% of the principal amount of the 2019 Notes or 0.150% of
the principal amount of the 2021 Notes, as applicable. After the initial offering of the Notes to the public, Barclays Capital Inc., with respect to the
2019 Notes, and BNP Paribas Securities Corp., with respect to the 2021 Notes, on behalf of the Underwriters, may change the public offering
prices, concessions and reallowances of the Notes. The offering of the Notes by the Underwriters is subject to receipt and acceptance and subject to
the Underwriters' right to reject any order in whole or in part.
In connection with the offering, Barclays Capital Inc., BNP Paribas Securities Corp., Mizuho Securities USA Inc. and SMBC Nikko
Securities America, Inc., on behalf of the Underwriters, are permitted to engage in certain transactions that stabilize the prices of the Notes. These
transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the prices of the Notes. If the Underwriters create a
short position in a tranche of Notes in connection with this offering by selling more Notes of such tranche than they have purchased from us, then
the Underwriters may reduce that short position by purchasing Notes of such tranche in the open market. In general, purchases of Notes for the
purpose of stabilization or to reduce a short position could cause the prices of such Notes to be higher than in the absence of these purchases. The
Underwriters are not required to engage in these activities, and may end any of these activities at any time. Neither we nor any of the Underwriters
make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the prices of
the Notes.
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-5
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
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424B2
contribute to payments the Underwriters may be required to make in respect of these liabilities. AHFC has also agreed to reimburse the
Underwriters for certain expenses.

PS-6
LEGAL MATTERS
In the opinion of Catherine M. McEvilly, as counsel to AHFC, when the Notes offered by this pricing supplement and accompanying
prospectus supplement and prospectus have been executed and issued by AHFC and authenticated by the trustee pursuant to the Indenture, dated as
of September 5, 2013, as supplemented, between AHFC and Deutsche Bank Trust Company Americas, as trustee (the "Indenture"), and delivered
against payment as contemplated herein, such Notes will be legally valid and binding obligations of AHFC, enforceable against AHFC in
accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or
affecting creditors' rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity including,
without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or
injunctive relief, regardless of whether considered in a proceeding at law or in equity. This opinion is given as of the date hereof and is limited to
the present laws of the State of California and the State of New York. In addition, this opinion is subject to customary assumptions about the
trustee's authorization, execution and delivery of the Indenture and its authentication of the Notes and the enforceability of the Indenture with
respect to the trustee and other matters, all as stated in the letter of such counsel dated September 5, 2013 and filed as Exhibit 5.1 to AHFC's
Registration Statement on Form S-3 (File No. 333-191021) filed with the Securities and Exchange Commission on September 6, 2013.

PS-7
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Document Outline

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