Bond Honda American Finance 1.807% ( US02665WCX74 ) in USD

Issuer Honda American Finance
Market price 100 %  ▲ 
Country  United States
ISIN code  US02665WCX74 ( in USD )
Interest rate 1.807% per year ( payment 4 times a year)
Maturity 26/06/2022 - Bond has expired



Prospectus brochure of the bond American Honda Finance US02665WCX74 in USD 1.807%, expired


Minimal amount 2 000 USD
Total amount 500 000 000 USD
Cusip 02665WCX7
Standard & Poor's ( S&P ) rating A- ( Upper medium grade - Investment-grade )
Moody's rating A3 ( Upper medium grade - Investment-grade )
Detailed description American Honda Finance is a captive finance company wholly owned by Honda Motor Co., Ltd., providing financial services for the purchase or lease of Honda and Acura vehicles in the United States.

The Bond issued by Honda American Finance ( United States ) , in USD, with the ISIN code US02665WCX74, pays a coupon of 1.807% per year.
The coupons are paid 4 times per year and the Bond maturity is 26/06/2022

The Bond issued by Honda American Finance ( United States ) , in USD, with the ISIN code US02665WCX74, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Honda American Finance ( United States ) , in USD, with the ISIN code US02665WCX74, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







6/26/2019
Final Pricing Supplement
424B2 1 d765582d424b2.htm FINAL 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. 333-213047.
Calculation of the Registration Fee


Maximum
Amount
Aggregate Offering of Registration
Title of Each Class of Securities Offered


Price(1)

Fee(1)
Notes Due Nine Months or More from the Date of Issue

$6,000,000,000

$727,200


(1) The filing fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. The registration fee for
$6,000,000,000 in Notes Due Nine Months or More from the Date of Issue, reflected in this table, was paid on April 8, 2019. The
registration fee for an additional (i) $8,000,000,000 in Notes Due Nine Months or More from the Date of Issue was paid on June 15,
2018, (ii) $7,000,000,000 in Notes Due Nine Months or More from the Date of Issue was paid on July 17, 2017 and (iii)
$6,000,000,000 in Notes Due Nine Months or More from the Date of Issue was paid on August 10, 2016. In accordance with Rules
456(b) and 457(r) of the Securities Act of 1933, as amended, we are deferring payment on the registration fee for $3,000,000,000 in
Notes Due Nine Months or More from the Date of Issue.
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PRICING SUPPLEMENT
(To Prospectus dated August 10, 2016 and Prospectus
Supplement dated August 10, 2016)

$1,750,000,000



$750,000,000 2.200% Medium-Term Notes, Series A, due June 27, 2022
$500,000,000 Floating Rate Medium-Term Notes, Series A, due June 27, 2022
$500,000,000 2.400% Medium-Term Notes, Series A, due June 27, 2024


We are offering $750,000,000 aggregate principal amount of 2.200% Medium-Term Notes, Series A, due June 27, 2022 (the
"2022 Fixed Rate Notes"), $500,000,000 aggregate principal amount of Floating Rate Medium-Term Notes, Series A, due June 27,
2022 (the "2022 Floating Rate Notes" and, together with the 2022 Fixed Rate Notes, the "2022 Notes") and $500,000,000 aggregate
principal amount of 2.400% Medium-Term Notes, Series A, due June 27, 2024 (the "2024 Fixed Rate Notes" and, together with the
2022 Fixed Rate Notes, the "Fixed Rate Notes"). The 2022 Floating Rate Notes and the Fixed Rate Notes are collectively referred to
herein as the "Notes." The Notes will be our general unsecured and unsubordinated obligations and will rank equally with all of our
existing and future unsecured and unsubordinated indebtedness. We will pay interest on the 2022 Fixed Rate Notes on June 27 and
December 27 of each year and at maturity. We will pay interest on the 2022 Floating Rate Notes on March 27, June 27, September 27
and December 27 of each year and at maturity. We will pay interest on the 2024 Fixed Rate Notes on June 27 and December 27 of each
year and at maturity. The first interest payment on the 2022 Fixed Rate Notes will be on December 27, 2019, the first interest payment
on the 2022 Floating Rate Notes will be on September 27, 2019 and the first interest payment on the 2024 Fixed Rate Notes will be on
December 27, 2019. We may redeem some or all of the Fixed Rate Notes at any time at our option at the applicable redemption prices
set forth in this pricing supplement under "Description of the Notes--Optional Redemption." The 2022 Floating Rate Notes will not be
redeemable before their maturity.
Investing in the Notes involves a number of risks. See the risks described in "Risk Factors" on page
PS-1 of this pricing supplement, on page S-1 of the prospectus supplement and in our Annual Report on
Form 10-K for the year ended March 31, 2019 filed with the Securities and Exchange Commission.


2022 Fixed Rate Notes

2022 Floating Rate Notes

2024 Fixed Rate Notes


Per Note

Total

Per Note

Total
Per Note

Total

Public Offering Price(1)
99.908% $749,310,000 100.000% $500,000,000 99.775% $498,875,000
Underwriting Discount
0.225% $ 1,687,500 0.225% $ 1,125,000 0.350% $ 1,750,000
Proceeds, Before Expenses, to AHFC
99.683% $747,622,500 99.775% $498,875,000 99.425% $497,125,000
(1) Plus accrued interest, if any, from June 27, 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 June 27, 2019.


Joint Book-Running Managers

BofA Merrill Lynch

Citigroup

J.P. Morgan

MUFG
Co-Managers

ANZ Securities

Lloyds Securities

TD Securities

US Bancorp


The date of this pricing supplement is June 24, 2019.
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TABLE OF CONTENTS

Pricing Supplement



Page
Risk Factors
PS-1
Description of the Notes
PS-2
Material United States Federal Income Taxation
PS-7
Underwriting
PS-8
Legal Matters
PS-11
Prospectus Supplement

About this Prospectus Supplement and Pricing Supplements
S-ii
Risk Factors

S-1
Description of the Notes

S-6
Special Provisions Relating to Foreign Currency Notes
S-31
Material United States Federal Income Taxation
S-35
Plan of Distribution
S-48
Validity of the Notes
S-54
Prospectus

About this Prospectus

1
Risk Factors

1
Where You Can Find More Information

1
Incorporation of Information Filed with the SEC

2
Forward-Looking Statements

2
American Honda Finance Corporation

4
Ratio of Earnings to Fixed Charges

4
Use of Proceeds

4
Description of Debt Securities

5
Plan of Distribution

21
Legal Matters

22
Experts

22


In this pricing supplement, unless otherwise indicated by the context, "AHFC," "we," "us" and "our" refer solely to
American Honda Finance Corporation (excluding its subsidiaries). AHFC is the issuer of all of the Notes offered under this
pricing supplement. Capitalized terms used in this pricing supplement which are not defined in this pricing supplement and are
defined in the accompanying prospectus supplement or prospectus shall have the meanings assigned to them in the prospectus
supplement or prospectus, as applicable.
This pricing supplement does not contain complete information about the offering or terms of the Notes. No one may use
this pricing supplement to offer and sell the Notes unless it is accompanied or preceded by the prospectus supplement and the
prospectus. We are responsible only for the information contained in this pricing supplement and the accompanying prospectus
supplement and prospectus, the documents incorporated by reference herein and therein, and any related free writing
prospectus issued or authorized by us. Neither we nor the underwriters have authorized anyone to provide you with any other
information, and neither we nor the underwriters take responsibility for any other information that others may give you. You
should assume that the information included in this pricing supplement, the accompanying prospectus supplement and
prospectus, or incorporated by reference herein or therein, is

PS-i
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accurate as of the date on the front cover of this pricing supplement, the accompanying prospectus supplement or prospectus,
or the document incorporated by reference, as applicable. Our business, financial condition, results of operations, liquidity,
cash flows and prospects may have changed since then. Neither we nor the underwriters are making an offer to sell the Notes
offered by this pricing supplement in any jurisdiction where the offer or sale is not permitted.
Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore ("SFA")--The Notes
are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations
2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products
and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
It is important for you to read and consider all information contained in this pricing supplement and the accompanying
prospectus supplement and prospectus in making your investment decision. You should also read and consider the information
contained in the documents identified in "Where You Can Find More Information" and "Incorporation of Information Filed
with the SEC" in the accompanying prospectus.

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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 the Notes and to determine whether the Notes are a suitable investment for you. The Notes may not be a suitable
investment for you if you are unsophisticated with respect to the significant elements of the Notes or financial matters. You should
carefully consider the risk factor discussed below. In addition, certain factors that may adversely affect the business of AHFC are
discussed in AHFC's most recent Annual Report on Form 10-K, and such risk factors may be amended, supplemented or superseded
from time to time by other reports we file with the Securities and Exchange Commission, including subsequent Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. You should also consider any risk factors described
in the accompanying prospectus and prospectus supplement and herein and any other documents incorporated by reference into the
accompanying prospectus and prospectus supplement and herein as set forth in "Incorporation of Information Filed with the SEC" in
the accompanying prospectus.
Increased regulatory oversight, uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR
after 2021 may adversely affect the value of the 2022 Floating Rate Notes.
LIBOR is the subject of recent national and international regulatory guidance and proposals for reform. These reforms or actions
by the British Bankers' Association (the "BBA") in connection with the investigations into whether banks have been manipulating or
attempting to manipulate LIBOR, may cause LIBOR to perform differently than in the past, or have other consequences which cannot
be predicted. For example, on July 27, 2017, the U.K. Financial Conduct Authority announced that it intends to stop persuading or
compelling banks to submit LIBOR rates after 2021. Furthermore, in the United States, efforts to identify a set of alternative U.S.
dollar reference interest rates include proposals by the Alternative Reference Rates Committee sponsored by the Federal Reserve Board
and the Federal Reserve Bank of New York. At this time, it is not possible to predict the effect of any such changes, any establishment
of alternative reference rates or any other reforms to LIBOR that may be enacted in the United Kingdom, in the United States or
elsewhere. Uncertainty as to the nature of such potential changes, alternative reference rates, the replacement or disappearance of
LIBOR or other reforms may adversely affect the value of and the return on LIBOR-based securities, including the 2022 Floating Rate
Notes. Although the 2022 Floating Rate Notes provide for alternative methods of calculating the interest rate payable on the 2022
Floating Rate Notes if LIBOR is not reported, any of these alternative methods may result in interest rates and/or payments that are
higher than, lower than or that do not otherwise correlate over time with the interest rates and/or payments that would have been made
on the 2022 Floating Rate Notes if the LIBOR rate was available in its current form.

PS-1
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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 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 2022 Fixed Rate Notes:
The following terms apply to the 2022 Fixed Rate Notes:
Principal Amount: $750,000,000
Trade Date: June 24, 2019
Original Issue Date: June 27, 2019
Stated Maturity Date: June 27, 2022
Interest Rate: 2.200% per annum, accruing from June 27, 2019
Interest Payment Dates: Each June 27 and December 27, beginning on December 27, 2019, 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.

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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: 02665WCY5 / US02665WCY5L
The 2022 Floating Rate Notes:
The following terms apply to the 2022 Floating Rate Notes:
Principal Amount: $500,000,000
Trade Date: June 24, 2019
Original Issue Date: June 27, 2019
Stated Maturity Date: June 27, 2022
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 June 25, 2019 plus the Spread,
accruing from June 27, 2019
Initial Interest Reset Date: September 27, 2019
Interest Reset Dates: Each Interest Payment Date
Interest Determination Date: The second London Banking Day preceding each Interest Reset Date
Interest Payment Dates: Each March 27, June 27, September 27 and December 27, beginning on September 27, 2019, and on the
Stated Maturity Date
Spread: +54 bps
Designated LIBOR Currency: U.S. dollars
Day Count Convention: Actual/360
Business Day Convention: Modified Following (adjusted); provided, however, if the Stated Maturity Date falls on a day that is
not a Business Day, the payment of principal and interest that is due on the Stated Maturity Date will be made on the next
succeeding Business Day, and no interest on such payment will accrue for the period from and after the Stated Maturity Date to
the date of that payment on the next succeeding Business Day.
Business Day: New York and London
Record Dates: 15th calendar day, whether or not a Business Day, preceding the related Interest Payment Date
Calculation Agent: Deutsche Bank Trust Company Americas
CUSIP / ISIN: 02665WCX7 / US02665WCX74
The 2024 Fixed Rate Notes:
The following terms apply to the 2024 Fixed Rate Notes:
Principal Amount: $500,000,000

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Trade Date: June 24, 2019
Original Issue Date: June 27, 2019
Stated Maturity Date: June 27, 2024
Interest Rate: 2.400% per annum, accruing from June 27, 2019
Interest Payment Dates: Each June 27 and December 27, beginning on December 27, 2019, and at Maturity
Day Count Convention: 30/360
Business Day Convention: Following (unadjusted); If any Interest Payment Date or Maturity falls on a day that is not a Business
Day, the related payment of principal, premium, if any, or interest will be made on the next succeeding Business Day as if made
on the date the applicable payment was due, and no interest will accrue on the amount payable for the period from and after the
Interest Payment Date or Maturity, as the case may be, to the date of such payment on the next succeeding Business Day.
Business Day: Any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close in The City of New York and is also a day on which
commercial banks are open for business in London.
Record Dates: 15th calendar day, whether or not a Business Day, preceding the related Interest Payment Date
Calculation Agent: Deutsche Bank Trust Company Americas
CUSIP / ISIN: 02665WCZ2 / US02665WCZ23
Optional Redemption
The 2022 Floating Rate Notes are not subject to optional redemption.
The Fixed Rate Notes will be redeemable before their maturity, in whole or in part, at our option at any time, at a "make-whole"
redemption price equal to the greater of (i) 100% of the principal amount of the Fixed Rate Notes to be redeemed and (ii) the sum of
the present values of the remaining scheduled payments of principal of and interest on such Fixed Rate Notes to be redeemed
(exclusive of interest accrued to the date of redemption) 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 2022 Fixed Rate Notes and 12.5
basis points in the case of the 2024 Fixed Rate Notes, plus in each case accrued and unpaid interest thereon to the date of redemption.
"Comparable Treasury Issue" means, with respect to the Fixed Rate Notes to be redeemed, the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to the remaining term of such Fixed Rate Notes that
would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of a comparable maturity to the remaining term of such Fixed Rate Notes.
"Comparable Treasury Price" means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the
Calculation Agent obtains fewer than five Reference Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Calculation Agent after
consultation with us.
"Reference Treasury Dealer" means each of BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC
and a primary U.S. Government securities dealer selected by MUFG Securities Americas

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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
Fixed Rate Notes to be redeemed. Unless we default in payment of the redemption price, on and after the redemption date interest will
cease to accrue on the Fixed Rate Notes or portions thereof called for redemption.
Calculation of LIBOR
For purposes of the 2022 Floating Rate Notes, the definition of "LIBOR" contained under "Description of the Notes--Interest--
Floating Rate Notes--LIBOR" beginning on page S-22 of the accompanying prospectus supplement is hereby replaced in its entirety
with the following:
"LIBOR" means:

(1)
the rate for deposits in the Designated LIBOR Currency having the Index Maturity specified in the applicable LIBOR

Note and the applicable pricing supplement, commencing on the applicable Interest Reset Date that appears on the
Designated LIBOR Page as of 11:00 A.M., London time, on the applicable Interest Determination Date; or

(2)
if the rate referred to in clause (1) does not appear on the Designated LIBOR Page, or is not so published by 11:00
A.M., London time, on the applicable Interest Determination Date, the calculation agent shall request the principal
London offices of each of four major reference banks (which may include the agents or their affiliates) in the London
interbank market, as selected by AHFC, to provide the calculation agent with its offered quotation for deposits in the
Designated LIBOR Currency for the period of the Index Maturity specified in the applicable LIBOR Note and the
applicable pricing supplement, commencing on the applicable Interest Reset Date, to prime banks in the London
interbank market at approximately 11:00 A.M., London time, on the applicable Interest Determination Date and in a
principal amount that is representative for a single transaction in the Designated LIBOR Currency in that market at

that time. If at least two such quotations are so provided, then LIBOR on the applicable Interest Determination Date
will be the arithmetic mean calculated by the calculation agent of such quotations. If fewer than two such quotations
are so provided, then LIBOR on the applicable Interest Determination Date will be the arithmetic mean calculated by
the calculation agent of the rates quoted at approximately 11:00 A.M., in the applicable Principal Financial Center, on
the applicable Interest Determination Date by three major banks (which may include the agents or their affiliates) in
such Principal Financial Center selected by AHFC for loans in the Designated LIBOR Currency to leading European
banks, having the Index Maturity specified in the applicable LIBOR Note and the applicable pricing supplement,
commencing on the applicable Interest Reset Date, and in a principal amount

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that is representative for a single transaction in the Designated LIBOR Currency in the market at that time; or

(3)
subject to clause (4) below, if the banks so selected by AHFC are not quoting as mentioned in clause (2), LIBOR in

effect on the applicable Interest Determination Date.

(4)
Notwithstanding clauses (2) and (3) above, if AHFC determines that LIBOR has been permanently discontinued or is
no longer viewed as an acceptable benchmark rate in accordance with accepted market practice for debt obligations
such as the 2022 Floating Rate Notes, the calculation agent will use, as a substitute for LIBOR (the "Alternative
Rate") and for each future Interest Determination Date, the alternative reference rate selected by a central bank,
reserve bank, monetary authority or any similar institution (including any committee or working group thereof) that is
consistent with accepted market practice. As part of such substitution, the calculation agent will, after consultation
with AHFC, make such adjustments ("Adjustments") to the Alternative Rate or the Spread thereon, as well as the
Business Day convention, Interest Determination Dates and related provisions and definitions, in each case that are
consistent with accepted market practice for the use of such Alternative Rate for debt obligations such as the 2022

Floating Rate Notes. If the calculation agent determines, following consultation with AHFC, that there is no clear
market consensus as to whether any rate has replaced LIBOR in customary market practice, (i) Deutsche Bank Trust
Company Americas shall have the right to resign as calculation agent in respect of the 2022 Floating Rate Notes, and
(ii) AHFC will appoint, in its sole discretion, a new calculation agent to replace Deutsche Bank Trust Company
Americas, solely in its role as calculation agent in respect of the 2022 Floating Rate Notes, to determine the
Alternative Rate and make any Adjustments thereon, and whose determinations will be binding on AHFC, the Trustee
and the holders of the 2022 Floating Rate Notes. If, however, AHFC determines that LIBOR has been discontinued,
but for any reason an Alternative Rate has not been determined, LIBOR will be equal to the rate of interest in effect
on the applicable Interest Determination Date.
Further Issues
We may from time to time, without notice to or the consent of the holders of the Notes create and issue additional notes having
the same ranking, interest rate, interest rate basis, number of basis points to be added to or subtracted from the related interest rate
basis, maturity and other terms as a particular tranche of Notes, as applicable, except for (1) the original issue date, (2) the issue price
and (3) in some cases, the first interest payment date; provided, however, such additional notes must be fungible with the previously
issued notes for U.S. federal income tax purposes. Additional notes will be considered part of the same series of notes as such Notes
and any of our other Medium-Term Notes, Series A previously issued or issued in the future. We also may from time to time, without
notice to or the consent of the holders of the Notes, create and issue additional debt securities, under the indenture or otherwise,
ranking equally with the Notes and our other Medium-Term Notes, Series A.
Book-Entry Notes and Form
Each tranche of Notes will be issued in the form of one or more fully registered global notes (the "Global Notes") which will be
deposited with, or on behalf of, The Depository Trust Company, New York, New York (the "Depositary") and registered in the name of
Cede & Co., the Depositary's nominee. Beneficial interests in the Global Notes will be represented through book-entry accounts of
financial institutions acting on behalf of beneficial owners as direct or indirect participants in the Depositary, including Euroclear Bank
SA/NV and Clearstream Banking, S.A.

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