Obligation Honda American Finance 0.0245% ( US02665WAZ41 ) en USD

Honda American Finance

100 % ▲

Etats-unis

US02665WAZ41 ( en USD )

0.0245% par an ( paiement semestriel )

24/09/2020 - Obligation échue

Prospectus brochure de l'obligation American Honda Finance US02665WAZ41 en USD 0.0245%, échue

02665WAZ4

American Honda Finance est une filiale de Honda Motor Co., Ltd., qui fournit des services de financement automobile aux consommateurs américains souhaitant acheter ou louer des véhicules Honda et Acura neufs ou d'occasion.

L'Obligation émise par Honda American Finance ( Etats-unis ) , en USD, avec le code ISIN US02665WAZ41, paye un coupon de 0.0245% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 24/09/2020

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424B2 1 d20577d424b2.htm 424B2
Table of Contents
PRICING SUPPLEMENT
This filing is made pursuant to Rule 424(b)(2)
(To Prospectus dated September 5, 2013 and
under the Securities Act of 1933 in connection with
Prospectus Supplement dated August 10, 2015)

Registration No. 333-191021.
$1,650,000,000

$1,000,000,000 2.450% Medium-Term Notes, Series A, due September 24, 2020
$650,000,000 Floating Rate Medium-Term Notes, Series A, due September 20, 2017

We are offering $1,000,000,000 aggregate principal amount of 2.450% Medium-Term Notes, Series A, due September 24, 2020 (the "2020
Fixed Rate Notes") and $650,000,000 aggregate principal amount of Floating Rate Medium-Term Notes, Series A, due September 20, 2017 (the
"2017 Floating Rate Notes" and, together with the 2020 Fixed Rate 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 2020 Fixed Rate Notes on March 24 and September 24 of each year and at maturity. We will pay interest on the 2017 Floating Rate
Notes on March 20, June 20, September 20 and December 20 of each year and on the maturity date. The first interest payment on the 2020 Fixed
Rate Notes will be on March 24, 2016 and the first interest payment on the 2017 Floating Rate Notes will be on December 20, 2015. We may
redeem some or all of the 2020 Fixed Rate Notes at any time at our option at the applicable redemption price set forth in this pricing supplement
under "Description of the Notes--Optional Redemption ."

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, 2015, as updated by our Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2015, filed with the Securities and Exchange Commission.

2020 Fixed Rate Notes

2017 Floating Rate Notes

Per Note

Total

Per Note

Total

Public offering price(1)

99.935%
$999,350,000
100.000%
$650,000,000
Underwriting discount

0.350%
$
3,500,000

0.100%
$
650,000
Proceeds, before expenses, to AHFC

99.585%
$995,850,000
99.900%
$649,350,000

(1)
Plus accrued interest, if any, from September 24, 2015, 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, société anonyme, on or about September 24, 2015.

Joint Book-Running Managers

Barclays

BofA Merrill Lynch
Deutsche Bank Securities
SMBC Nikko
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Co-Managers

Lloyds Securities

RBC Capital Markets
SOCIETE GENERALE
TD Securities

US Bancorp
The date of this pricing supplement is September 21, 2015.
Table of Contents
TABLE OF CONTENTS
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-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.
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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
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 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 2020 Fixed Rate Notes:
The following terms apply to the 2020 Fixed Rate Notes:
Principal Amount: $1,000,000,000
Trade Date: September 21, 2015
Original Issue Date: September 24, 2015
Stated Maturity Date: September 24, 2020
Interest Rate: 2.450% per annum, plus accrued interest, if any, from September 24, 2015
Interest Payment Dates: Each March 24 and September 24, beginning on March 24, 2016, 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.
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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: 02665WAZ4 / US02665WAZ41

PS-1
Table of Contents
The 2017 Floating Rate Notes:
The following terms apply to the 2017 Floating Rate Notes:
Principal Amount: $650,000,000
Trade Date: September 21, 2015
Original Issue Date: September 24, 2015
Stated Maturity Date: September 20, 2017
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 September 22, 2015 plus the Spread,
accruing from September 24, 2015.
Initial Interest Reset Date: December 20, 2015
Interest Reset Dates: Each Interest Payment Date
Interest Determination Date: The second London Banking Day preceding each Interest Reset Date
Interest Payment Dates: Each March 20, June 20, September 20 and December 20, beginning on December 20, 2015 (short first
coupon), and on the Stated Maturity Date
Spread: +45 bps
Designated LIBOR Currency: U.S. dollars
Day Count Convention: Actual/360
Business Day Convention: Modified Following; provided, however, if the Stated Maturity Date falls on a day that is not a Business
Day, the payment of principal and interest 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: 02665WAY7 / US02665WAY75
Optional Redemption
The 2017 Floating Rate Notes are not subject to optional redemption.
The 2020 Fixed Rate Notes will be redeemable before their maturity, in whole or in part, at our option at any time, at a "make-whole"
redemption price equal to the greater of (i) 100% of the principal amount of the 2020 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 the 2020 Fixed Rate 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 15 basis points, plus accrued and unpaid interest thereon to the date of redemption.

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PS-2
Table of Contents
"Comparable Treasury Issue" means, with respect to the 2020 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 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., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated 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
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
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 2020
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 2020 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) 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, société anonyme.

PS-3
Table of Contents
UNDERWRITING
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Under the terms and subject to the conditions set forth in a terms agreement dated September 21, 2015 (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
of 2020 Fixed
of 2017 Floating
Underwriter

Rate Notes

Rate Notes

Barclays Capital Inc.

$ 212,500,000
$
138,125,000
Deutsche Bank Securities Inc.

212,500,000

138,125,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

212,500,000

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

212,500,000

138,125,000
Lloyds Securities Inc.

30,000,000

19,500,000
RBC Capital Markets, LLC

30,000,000

19,500,000
SG Americas Securities, LLC

30,000,000

19,500,000
TD Securities (USA) LLC

30,000,000

19,500,000
U.S. Bancorp Investments, Inc.

30,000,000

19,500,000
Total

$1,000,000,000
$
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 0.200% of the principal amount of the 2020 Fixed Rate Notes or 0.050% of the principal amount of the 2017 Floating
Rate Notes, as applicable. The Underwriters may allow, and dealers may reallow, a concession not to exceed 0.150% of the principal amount of the
2020 Fixed Rate Notes or 0.025% of the principal amount of the 2017 Floating Rate Notes, as applicable. After the initial offering of the Notes to
the public, Merrill Lynch, Pierce, Fenner & Smith Incorporated with respect to the 2020 Fixed Rate Notes and Deutsche Bank Securities Inc. with
respect to the 2017 Floating 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 the offering, Barclays Capital Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated 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-4
Table of Contents
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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 and the paying agent, registrar, transfer agent and the Calculation Agent for 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 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-6
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Document Outline

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