Bond Japan International Cooperation Bank 1.75% ( XS1028954284 ) in USD

Issuer Japan International Cooperation Bank
Market price 100 %  ▲ 
Country  Japan
ISIN code  XS1028954284 ( in USD )
Interest rate 1.75% per year ( payment 2 times a year)
Maturity 29/05/2019 - Bond has expired



Prospectus brochure of the bond Japan Bank for International Cooperation XS1028954284 in USD 1.75%, expired


Minimal amount 200 000 USD
Total amount 1 500 000 000 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 Japan Bank for International Cooperation's USD 1,500,000,000 1.75% bond (ISIN: XS1028954284), issued in Japan, matured on May 29, 2019, with a minimum trading size of USD 200,000 and was redeemed at 100% of face value, paying semi-annually.







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.$1,500,000,000 1.750% Guaranteed Bonds Due May 29, 2019
U.S.$1,000,000,000 3.000% Guaranteed Bonds Due May 29, 2024
Unconditionally and Irrevocably Guaranteed
as to Payment of Principal and Interest by
Japan
We will pay interest on the bonds semi-annually in arrears in equal payments on the $1,500,000,000 1.750% guaranteed bonds due
May 29, 2019 (the "5-year bonds") on May 29 and November 29 of each year, commencing November 29, 2014 and on the $1,000,000,000
3.000% guaranteed bonds due May 29, 2014 (the "10-year bonds", and together with the 5-year bonds, the "bonds") on May 29 and
November 29 of each year, commencing November 29, 2014. The 5-year bonds will mature on May 29, 2019 and the 10-year bonds will
mature on May 29, 2024. 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 May 21, 2014 (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-52 (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 5-year Bond
Per 10-year Bond
Total
Price to Public(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.558%
99.495%
$2,488,320,000
Underwriting Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.125%
0.175%
$3,625,000
Proceeds, before expenses, to JBIC(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.433%
99.320%
$2,484,695,000
(1) Plus accrued interest, if any, from May 29, 2014, 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 May 29, 2014.
Barclays
BofA Merrill Lynch
Goldman Sachs International
J.P. Morgan
HSBC
Prospectus Supplement dated May 29, 2014.


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-26
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-30
Description of the Bonds and Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-31
Global Clearance and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-38
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-41
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-44
Validity of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-47
Authorized Agents in the United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-47
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-48
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 payable 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 May 21, 2014, as
reported by the Bank of Japan at 5:00 p.m., Tokyo time, was ¥100.94 = $1.00, and the noon buying rate on
May 16, 2014 for cable transfers in New York City payable in yen, as reported by the Federal Reserve Bank of
New York, was $1.00 = ¥101.50.
References in this Supplement to Japanese fiscal years ("JFYs") are to 12-month periods commencing in
each case on April 1 of the year indicated and ending on March 31 of the following year. References to years not
specified as being JFYs are to calendar years. References to "¥"or "yen" are to Japanese yen and references to
"$" 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, J.P. MORGAN SECURITIES PLC (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-52 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");
·
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;
·
Amendment No. 1 to the JBIC 18-K 2013 which is otherwise incorporated into this Supplement or the
SEC Base Prospectus; and
·
Amendment No. 2 to 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.
S-4


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.
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.
The description of foreign currency risks does not describe all the risks of an investment in securities
denominated in a currency other than your home currency. Prospective investors should consult their own
financial and legal advisors as to the risks involved in an investment in such bonds.
S-6


INCORPORATION BY REFERENCE
The Japan 18-K 2013, JBIC 18-K 2013 and Amendment No. 1 and Amendment No. 2 to the JBIC 18-K
2013 (containing information on certain developments in relation to JBIC) 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).
The following audited financial statements of JBIC for the fiscal year ended March 31, 2013, prepared in
accordance with accounting principles generally accepted in Japan ("Japanese GAAP"), appear on the pages of
the JBIC 18-K 2013 as set forth below:
(a) statement of operations
Set forth on page 2 of Exhibit 2 of the JBIC 18-K 2013
(b) balance sheet
Set forth on page 1 of Exhibit 2 of the JBIC 18-K 2013
(c) statement of cash flow
Set forth on page 4 of Exhibit 2 of the JBIC 18-K 2013
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 May 29, 2014.
Securities Offered . . . . . . . . . . . . . . . . . $1,500,000,000 principal amount of 1.750% Guaranteed Bonds Due
May 29, 2019
$1,000,000,000 principal amount of 3.000% Guaranteed Bonds Due
May 29, 2024
Guarantee . . . . . . . . . . . . . . . . . . . . . . . . Payments of principal of and interest on the bonds are unconditionally
and irrevocably guaranteed by Japan.
Maturity Date . . . . . . . . . . . . . . . . . . . . 5-year bonds: May 29, 2019
10-year bonds: May 29,2024
Interest Payment Dates . . . . . . . . . . . . . 5-year bonds: semi-annually on May 29 and November 29 of each
year, commencing November 29, 2014.
10-year bonds: semi-annually on May 29 and November 29 of each
year, commencing November 29, 2014.
Interest Rate . . . . . . . . . . . . . . . . . . . . . . The 5-year bonds and the 10-year bonds will bear interest at a rate of
1.750% and 3.000%, respectively, per annum, accruing from May 29,
2014. We will pay interest on the bonds semi-annually in arrears in
equal payments. Whenever it is necessary to compute any amount of
interest in respect of the bonds, that interest will be calculated on the
basis of a 360-day year of twelve 30-day months.
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 . . . . . . . . . . . . . . . If 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
S-8


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
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
and Transfer Agent . . . . . . . . . . . . . . The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting
through Union Bank, N.A.
S-9


The security numbers for the bonds are:
For the DTC global bond:
5-year bonds
10-year bonds
CUSIP No.: . . . . . . . . . . . . . . . .
471048 AK4
471048 AL2
ISIN: . . . . . . . . . . . . . . . . . . . . .
US471048AK45
US471048AL28
Common Code: . . . . . . . . . . . . .
098267042
098266453
For the international global bond:
5-year bonds
10-year bonds
ISIN: . . . . . . . . . . . . . . . . . . . . . .
XS1028954284
XS1028953807
Common Code: . . . . . . . . . . . . . .
102895428
102895380
S-10