Bond Japan International Cooperation Bank 0% ( XS0992640044 ) in USD

Issuer Japan International Cooperation Bank
Market price 100 %  ▼ 
Country  Japan
ISIN code  XS0992640044 ( in USD )
Interest rate 0%
Maturity 13/11/2018 - Bond has expired



Prospectus brochure of the bond Japan Bank for International Cooperation XS0992640044 in USD 0%, expired


Minimal amount 200 000 USD
Total amount 500 000 000 USD
Detailed description The Japan Bank for International Cooperation (JBIC) is a policy-based financial institution wholly owned by the Japanese government that provides financial and other support for Japanese companies engaging in overseas infrastructure projects and other international business.

The Bond issued by Japan International Cooperation Bank ( Japan ) , in USD, with the ISIN code XS0992640044, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 13/11/2018







PROSPECTUS SUPPLEMENT TO SEC BASE PROSPECTUS DATED
July 5, 2012
Japan Bank for International Cooperation
(Incorporated under the Japan Bank for International Cooperation Act)
U.S.$2,000,000,000 1.750% Guaranteed Bonds Due November 13, 2018
U.S.$500,000,000 Floating Rate Guaranteed Bonds Due November 13, 2018
Unconditionally and Irrevocably Guaranteed
as to Payment of Principal and Interest by
Japan
We will pay interest on the $2,000,000,000 1.750% guaranteed bonds due November 13, 2018 (the "fixed rate bonds") semi-annually in arrears in
equal payments on May 13 and November 13 of each year, commencing May 13, 2014. We will pay interest on the $500,000,000 floating rate
guaranteed bonds due November 13, 2018 (the "floating rate bonds", and together with the fixed rate bonds, the "bonds") quarterly in arrears at a
floating rate per annum, reset quarterly, equal to the three-month U.S. dollar London interbank offered rate ("LIBOR") plus 0.36% on February 13, May
13, August 13, and November 13 of each year, subject to adjustments, commencing February 13, 2014. The bonds will mature on November 13, 2018.
We may redeem all, but not less than all, of the bonds in the event of certain tax law changes. The redemption terms are described in this prospectus
supplement dated November 13, 2013 (this "Supplement") under "Description of the Bonds and Guarantee--Redemption". The bonds will be issued
only in registered form in denominations of $200,000 and integral multiples of $1,000 in excess thereof. See "Description of the Bonds and Guarantee".
As provided under the heading "Luxembourg Stock Exchange Approved Prospectus" on page S-4 of this Supplement, subject to approval by
the Luxembourg Stock Exchange, certain parts (but not all) of this Supplement and the accompanying prospectus dated July 5, 2012 starting after
page S-42 (the "SEC Base Prospectus"), as well as the documents incorporated by reference into this Supplement or the SEC Base Prospectus,
constitute a "prospectus" for the purposes of the Luxembourg Act dated July 10, 2005, as amended, relating to prospectuses for securities (the
"Luxembourg Act"). The parts of this Supplement and the SEC Base Prospectus and those documents incorporated by reference into this
Supplement that together constitute a "prospectus" for the purposes of the Luxembourg Act are referred to herein as the "LSE Approved
Prospectus" and are identified on page S-4 of this Supplement under the heading "Luxembourg Stock Exchange Approved Prospectus."
Application has been made to admit the bonds to the official list of the Luxembourg Stock Exchange and application has been made to admit
the bonds to trading on the Luxembourg Stock Exchange's Euro MTF Market (the "Euro MTF Market"). The Euro MTF Market is not a
regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments.
References in this prospectus to the bonds being "listed" (and all related references) shall mean that the bonds have been admitted to the official
list of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market.
Our credit ratings have been issued by Moody's Japan K.K. ("Moody's") and Standard & Poor's Ratings Japan K.K. ("S&P"), neither of
which are established or registered in the European Union and neither of which are registered under Regulation (EC) No. 1060/2009 of the
European Parliament and of the Council of September 16, 2009 on credit rating agencies (the "CRA Regulation"), but such credit ratings have
been endorsed by Moody's Investors Service Ltd. ("Moody's Europe") and Standard & Poor's Credit Market Services Europe Limited ("S&P
Europe"), respectively, each of which is an entity established in the European Union and registered under the CRA Regulation. Under the CRA
Regulation, certain investors may generally only use a credit rating for regulatory purposes in the European Union if the credit rating is issued by
a credit rating agency in the European Union and registered in accordance with the CRA Regulation (or is endorsed and published or distributed
by subscription by such a credit rating agency in accordance with the CRA Regulation), unless the credit rating is issued by a credit rating agency
operating in the European Union before June 7, 2010 which has submitted an application for registration under the CRA Regulation that has not
been refused.
Neither the United States Securities and Exchange Commission (the "Commission") nor any other regulatory body has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this Supplement or the SEC Base Prospectus. Any
representation to the contrary is a criminal offense.
Prospective investors should consider carefully the factors described under the section headed "Risk Factors" in this Supplement.
Per Fixed Rate Bond
Per Floating Rate Bond
Total
Price to Public(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.681%
100%
$2,493,620,000
Underwriting Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.125%
0.125%
$
3,125,000
Proceeds, before expenses, to JBIC(1)(2) . . . . . . . . . . . . . . . . . . . . . . . .
99.556%
99.875%
$2,490,495,000
(1) Plus accrued interest, if any, from November 13, 2013, if settlement occurs after that date.
(2) See "Underwriting".
The underwriters are offering the bonds subject to various conditions. The underwriters expect to deliver the bonds through the book-entry
facilities of The Depository Trust Company ("DTC"), Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream"), against payment on or about November 13, 2013.
BofA Merrill Lynch
BNP PARIBAS
Citigroup
J.P. Morgan
Prospectus Supplement dated November 13, 2013.


TABLE OF CONTENTS
Supplement
Page
Foreign Exchange Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-6
Incorporation by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-7
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-8
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-11
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-13
Summary Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-14
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-20
Description of the Bonds and Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-21
Global Clearance and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-29
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-32
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-35
Validity of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-38
Authorized Agents in the United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-38
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-39
SEC Base Prospectus
About This Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Japan Bank for International Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
Description of the Debt Securities and Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
Authorized Agents in the United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55
Validity of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55
Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55
S-2


The bonds have not been and will not be registered under the Financial Instruments and Exchange
Act of Japan (Act No. 25 of 1948, as amended) and the bonds are subject to the Act on Special Measures
Concerning Taxation of Japan (Act No. 26 of 1957, as amended). The bonds may not be offered or sold in
Japan or to, or for the benefit of, residents of Japan or Japanese corporations, except pursuant to an
exemption from the registration requirements of, and otherwise in compliance with, the Financial
Instruments and Exchange Act of Japan and any other applicable laws, regulations and ministerial
guidelines of Japan (see "Underwriting" below). Among other restrictions, the bonds are not, as part of the
initial distribution at any time, to be directly or indirectly, offered or sold to, or for the benefit of, any
person other than a Gross Recipient. A "Gross Recipient" for this purpose is (i) a beneficial owner that is,
for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (y)
an individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a
special relationship with JBIC (that is, in general terms, a person who directly or indirectly controls or is
directly or indirectly controlled by, or is under direct or indirect common control with, JBIC) as described
in Article 6, Paragraph (4) of the Act on Special Measures Concerning Taxation of Japan (a "Specially-
Related Party of JBIC"), (ii) a Japanese financial institution, designated in Article 3-2-2, Paragraph (29) of
the Cabinet Order relating to the Act on Special Measures Concerning Taxation of Japan (Cabinet Order
No. 43 of 1957, as amended; the "Cabinet Order") that will hold bonds for its own proprietary account or
(iii) an individual resident of Japan or a Japanese corporation who will receive interest payments on the
bonds through a payment handling agent in Japan as defined in Article 2-2, Paragraph (2) of the Cabinet
Order. BY SUBSCRIBING FOR THE BONDS, AN INVESTOR WILL BE DEEMED TO HAVE
REPRESENTED IT IS A GROSS RECIPIENT.
In addition, interest payments on the bonds will generally be subject to Japanese withholding tax
unless it is established that bonds are held by or for the account of a beneficial owner that is (i) for
Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (y) an
individual non-resident of Japan or a non-Japanese corporation that in either case is a Specially-Related
Party of JBIC, or (ii) a designated Japanese financial institution described in Article 6, Paragraph (9) of
the Act on Special Measures Concerning Taxation of Japan which complies with the requirement for tax
exemption under that paragraph, or (iii) (with respect to interest due on or after January 1, 2016) a public
corporation, a financial institution or a financial instruments business operator, etc. described in
Article 3-3, Paragraph (6) of the Act on Special Measures Concerning Taxation of Japan which complies
with the requirement for tax exemption under that paragraph.
You should rely only on the information contained or incorporated by reference in this Supplement
and the SEC Base Prospectus and, for the purposes of the LSE Approved Prospectus, the documents
incorporated by reference therein. We have not authorized anyone to provide you with different
information. We are not making an offer of these securities in any jurisdiction where the offer is not
permitted. You should not assume that the information contained in or incorporated by reference in the
LSE Approved Prospectus or otherwise in this Supplement or the SEC Base Prospectus is accurate as of
any date other than the date on the front page of this Supplement or, with respect to information
incorporated by reference, as of the date of such information.
In this Supplement, "we", "our", "us" and "JBIC" refer to Japan Bank for International
Cooperation.
The spot buying rate for U.S. dollars quoted on the Tokyo foreign exchange market on November 6, 2013,
as reported by the Bank of Japan at 5:00 p.m., Tokyo time, was ¥98.58 = $1.00, and the noon buying rate on
November 1, 2013 for cable transfers in New York City payable in yen, as reported by the Federal Reserve Bank
of New York, was $1.00 = ¥98.78.
References in this Supplement to Japanese fiscal years ("JFYs") are to 12-month periods commencing in
each case on April 1 of the year indicated and ending on March 31 of the following year. References to years not
specified as being JFYs are to calendar years. References to "¥"or "yen" are to Japanese yen and references to
"$" are to U.S. dollars.
S-3


IN THE UNITED KINGDOM, THIS SUPPLEMENT AND THE SEC BASE PROSPECTUS ARE
FOR DISTRIBUTION ONLY TO PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER") OR (II) ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(A)-(D) OF
THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). IN THE UNITED KINGDOM THIS SUPPLEMENT AND THE SEC BASE PROSPECTUS
AND ANY OF THEIR CONTENTS IS DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT
BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. IN THE
UNITED KINGDOM, ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
SUPPLEMENT AND THE SEC BASE PROSPECTUS RELATE IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
IN CONNECTION WITH THE ISSUE OF THE BONDS, MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED (THE "STABILIZING MANAGER") (OR ANY PERSONS ACTING ON
BEHALF OF THE STABILIZING MANAGER) MAY OVER-ALLOT BONDS OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE BONDS AT A
LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS
NO ASSURANCE THAT THE STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF
THE STABILIZING MANAGER) WILL UNDERTAKE STABILIZATION ACTION. ANY
STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE
PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE BONDS IS MADE AND, IF
BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF
30 DAYS AFTER THE ISSUE DATE OF THE BONDS AND 60 DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE BONDS. ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST
BE CONDUCTED BY THE RELEVANT STABILIZING MANAGER (OR PERSONS ACTING ON
BEHALF OF THE STABILIZING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS
AND RULES.
Luxembourg Stock Exchange Approved Prospectus
Subject to approval by the Luxembourg Stock Exchange, this Supplement and the SEC Base Prospectus
starting after page S-42 including the following documents incorporated by reference:
·
the Annual Report on Form 18-K of Japan for the year ended March 31, 2013 (the "Japan 18-K 2013"); and
·
JBIC's Annual Report on Form 18-K for the year ended March 31, 2013 (the "JBIC 18-K 2013")
which is otherwise incorporated into this Supplement or the SEC Base Prospectus;
but excluding the following:
·
the section "Where You Can Find More Information" in the SEC Base Prospectus,
together comprise the LSE Approved Prospectus and for the purpose of giving information with regard to us,
Japan and our bonds which, according to the particular nature of us, Japan and our bonds, is necessary to enable
investors to make an informed assessment of our and Japan's assets and liabilities, financial position, profit and
losses and prospects, and of the rights attaching to our bonds and the guarantee. This LSE Approved Prospectus
may only be used for this foregoing purpose.
Responsibility for Statements
We accept responsibility for the information contained in the LSE Approved Prospectus. To the best of our
knowledge (having taken all reasonable care to ensure that such is the case) the information contained in the LSE
Approved Prospectus is in accordance with the facts and contains no omission likely to affect its import.
S-4


Japan accepts responsibility for the information contained in the LSE Approved Prospectus relating to Japan
and the guarantee. To the best of Japan's knowledge (having taken all reasonable care to ensure that such is the
case) the information contained in the LSE Approved Prospectus relating to Japan and the guarantee is in
accordance with the facts and contains no omission likely to affect its import.
S-5


FOREIGN EXCHANGE CONSIDERATIONS
For an investor that is not resident in the United States or does not conduct business or activities in the
United States, an investment in the bonds, which are denominated in, and all payments in respect of which are to
be made in, U.S. dollars entails significant risks not associated with a similar investment in a security
denominated in the investor's home currency (i.e., the currency of the country in which the investor is resident or
the currency in which the investor conducts its business or activities). These include the possibility of:
·
significant changes in rates of exchange between the home currency and the U.S. dollar; and
·
the imposition or modification of foreign exchange controls with respect to the U.S. dollar.
We have no control over a number of factors affecting this type of bond, including economic, financial and
political events that are important in determining the existence, magnitude and longevity of these risks and their
results. In recent years, rates of exchange for certain currencies, including the U.S. dollar, have been volatile and
this volatility may be expected to continue in the future. Fluctuations in any particular exchange rate that have
occurred in the past are not necessarily indicative of fluctuations in the rate that may occur during the term of the
bonds. Depreciations of the U.S. dollar against the investor's home currency could result in a decrease in the
investor's effective yield of the bonds below the coupon rate, and in certain circumstances, could result in a loss
to such purchaser on a home currency basis.
This description of foreign currency risks does not describe all the risks of an investment in securities
denominated in a currency other than the home currency. You should consult your own financial and legal
advisors as to the risks involved in an investment in the bonds.
S-6


INCORPORATION BY REFERENCE
The Japan 18-K 2013 and JBIC 18-K 2013 are hereby incorporated by reference and form part of this
Supplement.
Any statement contained in a document which is incorporated by reference in the LSE Approved Prospectus
or otherwise in this Supplement or the SEC Base Prospectus shall be deemed to be modified or superseded for
the purpose of the LSE Approved Prospectus or this Supplement to the extent that a statement contained herein
or another document incorporated by reference herein modifies or supersedes such earlier statement (whether
expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of the LSE Approved Prospectus or this Supplement. Copies of the
documents incorporated by reference in the LSE Approved Prospectus or otherwise in this Supplement or the
SEC Base Prospectus are available free of charge at the office of the fiscal agent in London, and will also be
available at the website of the Luxembourg Stock Exchange (www.bourse.lu).
For the purposes of the LSE Approved Prospectus, the information incorporated by reference from the
Japan 18-K 2013 includes the following items in relation to Japan (the page numbers below are those of Exhibit 1
to such Annual Report):
Items
Japan 18-K 2013 - Exhibit 1 (Description of Japan)
Geographical location and legal form
"General--Area and Population", "General--
Government" and "General--Political Parties" on
pages 4-5
Description of the economy
"The Economy" on pages 7-15
Description of the political system and government
"General--Government" and "General--Political
Parties" on pages 4-5
Tax and budgetary systems
"Government Finance" on pages 22-28
Gross public debt and debt record
"Debt Record", "Japan's Public Debt", "Internal
Debt" and "External Debt" on pages 28-34
Foreign trade and balance of payments
"Foreign Trade and Balance of Payments--Foreign
Trade" and "Foreign Trade and Balance of
Payments--Balance of Payments" on pages 16-18
Foreign exchange reserves
"Foreign Trade and Balance of Payments--Balance
of Payments--Official Foreign Exchange Reserves"
on page 19
Financial position and resources
"Government Finance" on pages 22-28
Income and expenditure figures
"Government Finance" on pages 22-28
Auditing Procedures
"Government Finance" on page 22
S-7


INTRODUCTION
The following is an abstract of certain information contained elsewhere in this Supplement or the SEC Base
Prospectus or incorporated by reference herein. More detailed information is contained elsewhere in this
Supplement or the SEC Base Prospectus or incorporated by reference herein. You should read carefully this
entire Supplement, the SEC Base Prospectus and the other documents we refer to for a complete understanding
of this offering.
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . Japan Bank for International Cooperation.
Issue Date . . . . . . . . . . . . . . . . . . . . . . . . The issue date is November 13, 2013.
Securities Offered . . . . . . . . . . . . . . . . . $2,000,000,000 principal amount of 1.750% Guaranteed Bonds Due
November 13, 2018.
$500,000,000 principal amount of Floating Rate Guaranteed Bonds
Due November 13, 2018.
Guarantee . . . . . . . . . . . . . . . . . . . . . . . . Payments of principal of and interest on the bonds are unconditionally
and irrevocably guaranteed by Japan.
Maturity Date . . . . . . . . . . . . . . . . . . . . November 13, 2018
Interest Payment Dates . . . . . . . . . . . . . Fixed rate bonds: semi-annually on May 13 and November 13 of each
year, commencing May 13, 2014.
Floating rate bonds: quarterly on February 13, May 13, August 13 and
November 13 of each year, subject to adjustments, commencing
February 13, 2014.
Interest Rate . . . . . . . . . . . . . . . . . . . . . . Fixed rate bonds: The fixed rate bonds will bear interest at a rate of
1.750% per annum, accruing from November 13, 2013. We will pay
interest on the fixed rate bonds semi-annually in arrears in equal
payments. Whenever it is necessary to compute any amount of
interest in respect of the fixed rate bonds, that interest will be
calculated on the basis of a 360-day year of twelve 30-day months.
Floating rate bonds: The floating rate bonds will bear interest at a
floating rate per annum, reset quarterly, equal to the three-month U.S.
dollar LIBOR plus 0.36%, accruing from November 13, 2013. We
will pay interest on the floating rate bonds quarterly in arrears.
Interest on the floating rate bonds will be calculated on the basis of
the actual number of days in an interest period and a 360-day year.
S-8


Ranking . . . . . . . . . . . . . . . . . . . . . . . . . The bonds will be our direct, unsecured debt securities obligations and
rank pari passu and be payable without any preference among
themselves and at least equally with all of our other unsecured debt
securities obligations from time to time outstanding, which rank senior
to our unsecured general obligations not represented by debt securities,
provided, however, that certain obligations in respect of national and
local taxes and certain preferential rights granted by, among others, the
Japanese Civil Code to certain specified types of creditors, such as
preferential rights of employees to wages, will have preference.
Additional Amounts . . . . . . . . . . . . . . . In the event that certain taxes, as described under "Description of the
Bonds and Guarantee", are payable on the bonds, we will, subject to
certain exceptions, pay such additional amounts on the bonds as will
result, after deduction or withholding of such taxes, in the payment of
the amounts that would have been payable on the bonds if no such
deduction or withholding had been required. For further detail on the
payment of these additional amounts, see "Description of the Bonds
and Guarantee--Additional Amounts".
Redemption . . . . . . . . . . . . . . . . . . . . . . We may redeem all, but not less than all, of the bonds in the event of
certain changes relating to Japanese taxation at 100% of the principal
amount thereof plus accrued interest thereon and any additional
amounts we are required to pay, as described under "Description of
the Bonds and Guarantee--Redemption".
Markets . . . . . . . . . . . . . . . . . . . . . . . . . We are offering the bonds for sale only in those jurisdictions other
than Japan (subject to certain exceptions) where it is legal to make
such offers. See "Underwriting" for a description of applicable selling
restrictions.
Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . We have applied to the Luxembourg Stock Exchange for the bonds to
be listed on its official list and for the bonds to be admitted to trading
on its Euro MTF Market.
Form and Settlement . . . . . . . . . . . . . . . All bonds will be in registered form, without interest coupons
attached. Bonds held outside the United States, referred to as the
international bonds, will be represented by beneficial interests in the
international global bond, which will be registered in the name of the
nominee of the common depositary for, and in respect of interests
held through, Euroclear and Clearstream. Bonds held within the
United States, referred to as the DTC bonds, will be represented by
beneficial interests in one or more DTC global bonds, which will be
registered in the name of Cede & Co., as the nominee of DTC. Except
as described in this Supplement, beneficial interests in the global
bonds will be represented through book-entry accounts of financial
institutions acting on behalf of beneficial owners as direct and
indirect participants in DTC, Euroclear and Clearstream, and owners
of beneficial interests in the global bonds will not be entitled to have
bonds registered in their names, will not receive or be entitled to
receive bonds in definitive form and will not be considered holders of
bonds under the fiscal agency agreement relating to the bonds. The
bonds will be sold only in denominations of $200,000 and integral
multiples of $1,000 in excess thereof. For further information on
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book-entry procedures, see "Description of the Bonds and
Guarantee--Form, Denominations and Registration".
Investors electing to hold their bonds through DTC will follow the
settlement practices applicable to U.S. corporate debt obligations. The
securities custody accounts of investors will be credited with their
holdings against payment in same-day funds on the settlement date.
Investors electing to hold their bonds through Euroclear or
Clearstream accounts will follow the settlement procedures applicable
to conventional eurobonds in registered form. Bonds will be credited
to the securities custody accounts of Euroclear holders and of
Clearstream holders against payment in same-day funds on the
settlement date. For information on secondary market trading, see
"Global Clearance and Settlement--Secondary Market Trading".
Fiscal Agent, Principal Paying Agent,
Calculation Agent and Transfer
Agent . . . . . . . . . . . . . . . . . . . . . . . . . . The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting
through Union Bank, N.A.
Security Numbers . . . . . . . . . . . . . . . . . The security numbers for the bonds are:
For the DTC global bond:
Fixed rate bonds
Floating rate bonds
CUSIP No.: . . . . . . . . . . . . . . .
471048 AH1
471048 AJ7
ISIN: . . . . . . . . . . . . . . . . . . . . .
US471048AH16
US471048AJ71
Common Code: . . . . . . . . . . . .
099323469
099323558
For the international global bond:
Fixed rate bonds
Floating rate bonds
ISIN: . . . . . . . . . . . . . . . . . . . . .
XS0992639624
XS0992640044
Common Code: . . . . . . . . . . . . .
099263962
099264004
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