Bond Koreana 4.125% ( US50064FAL85 ) in USD

Koreana

89.67 % ▲

Republic of Korea

US50064FAL85 ( in USD )

4.125% per year ( payment 2 times a year)

09/06/2044

Prospectus brochure of the bond Korea US50064FAL85 en USD 4.125%, maturity 09/06/2044

50064FAL8

10/12/2025 ( In 29 days )

South Korea is a highly developed East Asian nation known for its technological advancements, vibrant culture, and significant contributions to global entertainment, including K-pop and K-dramas.

The Bond issued by Koreana ( Republic of Korea ) , in USD, with the ISIN code US50064FAL85, pays a coupon of 4.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 09/06/2044

424(B)(2)
http://www.sec.gov/Archives/edgar/data/873465/000119312514226341/...
424B2 1 d712298d424b2.htm 424(B)(2)
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-157904

PROSPECTUS SUPPLEMENT
(To Prospectus dated April 25, 2014)

The 750,000,000 aggregate principal amount of 2.125% Notes due 2024 will mature on June 10, 2024 and the
US$1,000,000,000 aggregate principal amount of 4.125% Notes due 2044 will mature on June 10, 2044. The Euro-denominated
Notes will bear interest at the rate of 2.125% per year and the U.S. dollar-denominated Notes will bear interest at the rate of 4.125%
per year. Interest on the Euro-denominated Notes is payable on June 10 of each year, beginning on June 10, 2015. Interest on the U.S.
dollar-denominated Notes is payable on June 10 and December 10 of each year, beginning on December 10, 2014. The Republic will
not have any right to redeem the Notes prior to maturity. Except as described in the accompanying prospectus under "Description of
the Debt Securities--Global Securities," the Euro-denominated Notes will be represented by one or more global notes registered in
the name of a nominee of the common depositary for Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, and the
U.S. dollar-denominated Notes will be represented by one or more global notes registered in the name of a nominee of The
Depository Trust Company, as depositary.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these Notes or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

Euro-denominated Notes

U.S. dollar-denominated Notes

Per Note

Total

Per Note

Total

Public offering price

99.653%
747,397,500
99.692%
US$996,920,000
Underwriting discounts

0.175%
1,312,500
0.175%
US$ 1,750,000
Proceeds to the Republic (before expenses)(1)

99.478%
746,085,000
99.517%
US$995,170,000
(1) The underwriters have agreed to pay certain expenses of the Republic in connection with this offering. For more information, see
"Underwriting" in this prospectus supplement.
In addition to the public offering price to the public, you will have to pay for interest accrued on the Notes from June 10, 2014, if
any.
Approval in-principle has been received for the listing and quotation of the Notes on the Singapore Exchange Securities Trading
Limited (the "Singapore Stock Exchange"). In addition, the Euro-denominated Notes will also be listed on the Frankfurt Stock
Exchange in the Open Market. The Singapore Stock Exchange assumes no responsibility for the correctness of any of the statements
made or opinions expressed or reports contained herein. Approval in-principle from, admission to the Official List of, and listing and
quotation of any Notes on, the Singapore Stock Exchange are not to be taken as an indication of the merits of the Republic or the
Notes. Currently, there is no public market for the Notes.
1 of 35
6/5/2014 9:59 AM

424(B)(2)
http://www.sec.gov/Archives/edgar/data/873465/000119312514226341/...
The underwriters expect to deliver the Euro-denominated Notes to investors only through the book-entry facilities of Euroclear
Bank S.A./N.V. and Clearstream Banking, société anonyme, and the U.S. dollar-denominated Notes to investors through the
book-entry facilities of The Depository Trust Company, in each case on or about June 10, 2014.

Joint Bookrunners

Barclays
BofA
Credit
Deutsche
Goldman
J.P.
KDB

Samsung
Merrill
Suisse
Bank
Sachs
Morgan
Bank

Securities

Lynch

International

The date of this prospectus supplement is June 3, 2014.
2 of 35
6/5/2014 9:59 AM

424(B)(2)
http://www.sec.gov/Archives/edgar/data/873465/000119312514226341/...
Table of Contents
You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. The
Republic has not authorized anyone to provide you with different information. The Republic is not making an offer of the Notes in any
jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus supplement or
the accompanying prospectus is accurate as of any date other than the date on the front of each document.

3 of 35
6/5/2014 9:59 AM

424(B)(2)
http://www.sec.gov/Archives/edgar/data/873465/000119312514226341/...
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
SUMMARY OF THE OFFERING
S-3

RECENT DEVELOPMENTS
S-7

DESCRIPTION OF THE NOTES
S-13
CLEARANCE AND SETTLEMENT
S-19
TAXATION
S-23
UNDERWRITING
S-24
LEGAL MATTERS
S-29
GENERAL INFORMATION
S-29
Prospectus

Page
CERTAIN DEFINED TERMS AND CONVENTIONS

1

USE OF PROCEEDS

2

THE REPUBLIC OF KOREA

3

Land and History

3

Government and Politics

5

The Economy

8

The Financial System

21
Monetary Policy

26
Balance of Payments and Foreign Trade

30
Government Finance

38
Debt

39
Tables and Supplementary Information

41
DESCRIPTION OF THE DEBT SECURITIES

46
General Terms of the Debt Securities

46
Payments of Principal, Premium and Interest

47
Repayment of Funds; Prescription

47
Global Securities

48
Additional Amounts

49
Status of Debt Securities

50
Negative Pledge Covenant

50
Events of Default

51
Modifications and Amendments; Debt Securityholders' Meetings

52
Fiscal Agent

55
Further Issues of Debt Securities

55
Governing Law, Jurisdiction, Consent to Service and Enforceability

56
LIMITATIONS ON ISSUANCE OF BEARER DEBT SECURITIES

58
TAXATION

59
Korean Taxation

59
United States Tax Considerations

60
PLAN OF DISTRIBUTION

68
LEGAL MATTERS

70
AUTHORIZED REPRESENTATIVES IN THE UNITED STATES

70
OFFICIAL STATEMENTS AND DOCUMENTS

70
FORWARD-LOOKING STATEMENTS

70
FURTHER INFORMATION

71

S-i
4 of 35
6/5/2014 9:59 AM

424(B)(2)
http://www.sec.gov/Archives/edgar/data/873465/000119312514226341/...
Table of Contents
Certain Defined Terms
Unless the context otherwise requires, all references to "Korea" or the "Republic" contained in this prospectus supplement are
to The Republic of Korea. All references to the "Government" are to the government of Korea.
Unless otherwise indicated, all references to "Euro-denominated Notes" contained in this prospectus supplement are to the
750,000,000 aggregate principal amount of 2.125% notes due 2024 and all references to "U.S. dollar-denominated Notes" contained
in this prospectus supplement are to the US$1,000,000,000 aggregate principal amount of 4.125% notes due 2044. Unless otherwise
indicated, all references to the "Notes" are to the Euro-denominated Notes and the U.S. dollar-denominated Notes, collectively.
Unless otherwise indicated, all references to "won", "Won" or " " contained in this prospectus supplement are to the currency
of Korea, references to "U.S. dollars", "Dollars", "dollars", "$" or US$" are to the currency of the United States of America and
references to "Euro", "EUR" or "" are to the uniform currency of the European Union.
All references to the "Singapore Stock Exchange" contained in this prospectus supplement are to the Singapore Exchange
Securities Trading Limited.
Additional Information
The information in this prospectus supplement is in addition to the information contained in the Republic's prospectus dated
April 25, 2014. The accompanying prospectus contains information regarding the Republic, as well as a description of some terms of
the Notes. You can find further information regarding the Republic and the Notes in registration statement no. 333-157904, as
amended (the "registration statement"), relating to the debt securities of the Republic, which is on file with the Securities and
Exchange Commission.
The Government is Responsible for the Accuracy of the Information in this Document
The Government is responsible for the accuracy of the information in this prospectus supplement and the accompanying
prospectus and confirms that, to the best of the Government's knowledge, the information contained in this prospectus supplement and
the accompanying prospectus is in accordance with facts and that the Government has included all facts that should be included not to
mislead potential investors. The delivery of this prospectus supplement and the accompanying prospectus at any time does not imply
that any information contained in this prospectus supplement and the accompanying prospectus is correct at any time subsequent to the
date of this prospectus supplement.
The Singapore Stock Exchange assumes no responsibility for the contents of this prospectus supplement and the accompanying
prospectus and makes no representation as to liability whatsoever for any loss howsoever arising from or in reliance upon the whole
or any part of the contents of this prospectus supplement and the accompanying prospectus.
Not an Offer if Prohibited by Law
The distribution of this prospectus supplement and the accompanying prospectus, and the offer of the Notes, may be legally
restricted in some countries. If you wish to distribute this prospectus supplement or the accompanying prospectus, you should observe
any restrictions. This prospectus supplement and the accompanying prospectus should not be considered an offer, and it is prohibited
to use them to make an offer, in any state or country which prohibits the offering. For a description of some restrictions on the offering
and sale

S-1
5 of 35
6/5/2014 9:59 AM

424(B)(2)
http://www.sec.gov/Archives/edgar/data/873465/000119312514226341/...
Table of Contents
of the Notes and the distribution of this prospectus supplement and the accompanying prospectus, see "Underwriting--Non-U.S.
Selling Restrictions" beginning on page S-25 of this prospectus supplement.
The Notes may not be offered or sold in Korea, directly or indirectly, or to any resident of Korea, except as permitted by
Korean law. For more information, see "Underwriting--Non-U.S. Selling Restrictions--Korea" on page S-26 of this
prospectus supplement.
CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS THAT STABILIZE,
MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING OVER-ALLOTMENT, STABILIZING
AND SHORT-COVERING TRANSACTIONS IN SUCH NOTES, AND THE IMPOSITION OF A PENALTY BID, IN
CONNECTION WITH THE OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING" IN
THIS PROSPECTUS SUPPLEMENT.

S-2
6 of 35
6/5/2014 9:59 AM

424(B)(2)
http://www.sec.gov/Archives/edgar/data/873465/000119312514226341/...
Table of Contents
SUMMARY OF THE OFFERING
This summary highlights selected information from this prospectus supplement and the accompanying prospectus and may not
contain all of the information that is important to you. To understand the terms of the Notes, you should carefully read this
prospectus supplement and the accompanying prospectus.

Issuer
The Republic of Korea.

Notes
750,000,000 aggregate principal amount of 2.125% notes due 2024 and
US$1,000,000,000 aggregate principal amount of 4.125% notes due 2044.

Maturity Date
The Euro-denominated Notes will mature on June 10, 2024 and the U.S. dollar-
denominated Notes will mature on June 10, 2044.

Interest
The Euro-denominated Notes will bear interest at the rate of 2.125% per year
and the U.S. dollar-denominated Notes will bear interest at the rate of 4.125%
per year. If interest on the Euro-denominated Notes is required to be calculated
for any period of less than a year, it will be calculated based on the actual
number of days elapsed divided by 365 or (in the case of a leap year) 366.
Interest on the U.S. dollar-denominated Notes will be computed based on a
360-day year consisting of twelve 30-day months.

Interest Payment Dates
Interest on the Euro-denominated Notes will be paid annually on June 10 of each
year, beginning on June 10, 2015. Interest on the U.S. dollar-denominated Notes
will be paid twice each year on June 10 and December 10 of each year,
beginning on December 10, 2014. Interest on the Notes will accrue from June
10, 2014.

Denominations
The Euro-denominated Notes will be issued in denominations of 100,000
principal amount and integral multiples of 1,000 in excess thereof and the U.S.
dollar-denominated Notes will be issued in denominations of US$200,000
principal amount and integral multiples of US$1,000 in excess thereof.

Redemption
The Republic may not redeem the Notes prior to maturity.

Form and Settlement
The Republic will issue the Euro-denominated Notes in the form of one or more
fully registered global notes, registered in the name of a nominee of, and
deposited with the common depositary for, Euroclear Bank S.A./N.V.
("Euroclear") and Clearstream Banking, société anonyme ("Clearstream"). The
Republic will issue the U.S. dollar-denominated Notes in the form of one or
more fully registered global notes, registered in the name of a nominee of The
Depository Trust Company ("DTC"). Except as described in the accompanying
prospectus under "Description of the Debt Securities--Global Securities" and
in this prospectus supplement under "Description of the Notes--Form and
Registration--Certificated Notes," the global notes will not be exchangeable for
Notes in definitive registered form

S-3
7 of 35
6/5/2014 9:59 AM

424(B)(2)
http://www.sec.gov/Archives/edgar/data/873465/000119312514226341/...
Table of Contents
and will not be issued in definitive registered form. Financial institutions, acting
as direct and indirect participants in DTC, Euroclear and Clearstream, as the
case may be, will represent your beneficial interests in the global notes. These
financial institutions will record the ownership and transfer of your beneficial
interest through book-entry accounts. You may hold your beneficial interests in
the U.S. dollar-denominated Notes through Euroclear or Clearstream if you are
a participant in such systems, or indirectly through organizations that are

participants in such systems. Ownership of beneficial interests in the
Euro-denominated Notes will be limited to persons who are participants in
Euroclear and Clearstream and persons who hold interests through such
participants. Any secondary market trading of book-entry interests in the U.S.
dollar-denominated Notes will take place through DTC participants, including
Euroclear and Clearstream. Any secondary market trading of book-entry
interests in the Euro-denominated Notes will take place through Euroclear and
Clearstream participants. See "Clearance and Settlement".

Listing and Markets
Approval in-principle has been received for the listing and quotation of the
Notes on the Singapore Stock Exchange. In addition, the Euro-denominated
Notes will also be listed on the Frankfurt Stock Exchange in the Open Market.
For so long as the Notes are listed on the Singapore Stock Exchange and the
rules of the Singapore Stock Exchange so require, the Notes will be traded on
the Singapore Stock Exchange in a minimum board lot size of S$200,000 or its
equivalent in foreign currencies. Accordingly, the Euro-denominated Notes and
the U.S. dollar-denominated Notes will be traded in a minimum board lot size of
200,000 and US$200,000, respectively, following listing. The Republic will
offer the Notes for sale in countries in the Americas, Europe, Asia and
elsewhere where it is legal to make such offers.

Status of Notes
The Notes will constitute direct, unconditional, unsecured and unsubordinated
obligations of the Republic. The Notes will rank at least equally in right of
payment, without any preference among themselves, with all of the Republic's
existing and future unsecured and unsubordinated External Indebtedness (as
defined in "Description of the Debt Securities--Status of Debt Securities" in the
accompanying prospectus). See "Description of the Notes--Status of the Notes"
in this prospectus supplement and "Description of the Debt Securities--Status
of Debt Securities" in the accompanying prospectus.

Negative Pledge
Subject to certain exceptions, if any of the Notes are outstanding, the Republic
will not create or permit to subsist any Security Interest (as defined in
"Description of the Debt Securities--Negative Pledge Covenant" in the
accompanying prospectus) on the Republic's assets as security for any of the
Republic's Public External Indebtedness (as defined in "Description of the Debt
Securities--Negative Pledge Covenant" in the accompanying prospectus),
unless the Notes are

S-4
8 of 35
6/5/2014 9:59 AM

424(B)(2)
http://www.sec.gov/Archives/edgar/data/873465/000119312514226341/...
Table of Contents
secured equally and ratably with such Public External Indebtedness. See

"Description of the Debt Securities--Negative Pledge Covenant" in the
accompanying prospectus.

Delivery of the Notes
The Republic expects to make delivery of the Notes, against payment in
same-day funds on or about June 10, 2014, which the Republic expects will be
the business day following the date of this prospectus supplement, referred to as
"T+5". You should note that initial trading of the Notes may be affected by the
"T+5" settlement. See "Underwriting--Delivery of the Notes" in this prospectus
supplement.

Taxation
The Republic will make all payments of principal of and interest on the Notes
without withholding or deducting any present or future taxes imposed by the
Republic or any of its political subdivisions, unless required by law. In that
event, the Republic will pay additional amounts as necessary to ensure that you
receive the same amount as you would have received without such withholding
or deduction, subject to certain exceptions provided in the accompanying
prospectus. See "Description of the Debt Securities--Additional Amounts" in
the accompanying prospectus. For a description of certain United States tax
aspects of the Notes, see "Taxation--United States Tax Considerations" in the
accompanying prospectus.

Fiscal Agent
The Bank of New York Mellon.

Paying Agent for the Euro-denominated Notes
The Bank of New York Mellon, London Branch.

Registrar and Transfer Agent for the
The Bank of New York Mellon (Luxembourg) S.A.
Euro-denominated Notes

Further Issues
The Republic may, without the consent of the holders of the Notes, create and
issue additional debt securities with the same terms and conditions as the Notes
(except for the public offering price and issue date) and consolidate such
additional debt securities to form a single series with the Notes. See
"Description of the Debt Securities-- Further Issues of Debt Securities" in the
accompanying prospectus.

Governing Law
The Notes and the fiscal agency agreement will be governed by the laws of the
State of New York. The laws of the Republic will govern all matters governing
the authorization, execution and delivery of the Notes and the fiscal agency
agreement by the Republic.

Collective Action Clauses
The Notes will be designated "collective action debt securities" (as defined in
"Description of the Debt Securities--Events of Default--Collective Action
Debt Securities" and "Description of Debt Securities--Modifications and
Amendments; Debt Securityholders' Meetings--Collective Action Debt
Securities" in the accompanying prospectus) and will contain certain
provisions,

S-5
9 of 35
6/5/2014 9:59 AM

424(B)(2)
http://www.sec.gov/Archives/edgar/data/873465/000119312514226341/...
Table of Contents
commonly referred to in this prospectus supplement and the accompanying
prospectus as "collective action clauses", regarding acceleration and voting on
amendments, modifications and waivers. As such, the Notes will contain
provisions under which the Republic may, among other things, amend the
payment provisions and certain other material terms of the Notes with the

consent of the holders of not less than 75% of the aggregate principal amount of
the outstanding Notes. See "Description of the Debt Securities--Events of
Default--Collective Action Debt Securities" and "Description of Debt
Securities--Modifications and Amendments; Debt Securityholders' Meetings
--Collective Action Debt Securities" in the accompanying prospectus.

S-6
10 of 35
6/5/2014 9:59 AM