| Free Writing Prospectus | Filed Pursuant to Rule 433(d) | |
| Registration Statement No. 333-157296 | ||
TERM SHEET
Dated May 11, 2011
| Issuer: | Japan Finance Corporation (JFC) | |
| Security: | 2.50% Guaranteed Bonds due May 18, 2016 | |
| Ratings: | Moody’s:Aa2; S&P:AA-
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time | |
| Guarantee: | Payments of principal and interest are unconditionally and irrevocably guaranteed by Japan | |
| Ranking: | Senior unsecured | |
| Currency / Principal Amount: | US$2,000,000,000 | |
| Denomination: | US$100,000 x US$100,000 | |
| Pricing Date: | May 11, 2011 | |
| Settlement Date: | May 18, 2011 | |
| Maturity Date: | May 18, 2016 | |
| Coupon: | 2.50% (Semi-annual, 30/360) | |
| Interest Payment Dates: | May 18 and November 18 of each year, commencing November 18, 2011 and ending May 18, 2016. | |
Redemption after the Occurrence of a Tax Event: | JFC 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 JFC is required to pay, as described in the prospectus supplement | |
| Price to Public: | 99.799% | |
| Underwriting Discount: | 0.125% | |
| Proceeds, before Expenses, to JFC: | 99.674% | |
| Benchmark U.S. Treasury: | 2.00% due April 30, 2016 | |
| Benchmark Yield: | 1.897% | |
| Spread: | 64.6bps | |
| Yield: | 2.543% | |
| Joint Lead Managers: | Merrill Lynch, Pierce, Fenner & Smith Incorporated
Barclays Bank PLC
Citigroup Global Markets Inc.
The Hongkong and Shanghai Banking Corporation Limited | |
| Format: | SEC-Registered | |
| Clearing Systems: | Euroclear and Clearstream (International global bond held at the common depositary); DTC (DTC global bond) | |
| International Global Bond ISIN: | XS0626668973 | |
| International Global Bond Common Code: | 062666897 | |
| DTC Global Bond ISIN: | US471065AG72 | |
| DTC Global Bond CUSIP: | 471065 AG7 | |
| Use of Proceeds: | The net proceeds of the issue of the bonds will be used solely and exclusively for the operations of Japan Bank for International Cooperation or “JBIC”, the international arm of JFC. | |
| Governing Law: | New York | |
| Listing: | London Stock Exchange’s Regulated Market | |
You can access JFC’s most recent prospectus satisfying the requirements of Section 10 of the United States Securities Act of 1933, as amended, at the following website:
http://www.sec.gov/Archives/edgar/data/1109604/000119312511131483/d424b5.htm
Each purchaser of the bonds offered hereby will be deemed to have represented that it is a “Gross Recipient” as defined on page S-3 of the foregoing prospectus supplement.
JFC has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents JFC has filed with the SEC for more complete information about JFC and this offering. You may get these documents for free by visiting EDGAR on the SEC Website at www.sec.gov. Alternatively, JFC, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322 (toll free from the United States).
