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Background on Japan

Any and all disclosures contained in this underlying supplement regarding Japan and Japanese government bonds (“Japanese Bonds”) have been derived from publicly available documents, without independent verification. In connection with any offering of the notes, the Issuer and the Guarantor (if applicable) have not participated in the preparation of those documents or made any due diligence inquiry with respect to the information provided in those documents. Furthermore, no assurance can be given that all events occurring prior to the date of this

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underlying supplement (including events that would affect the accuracy or completeness of the publicly available documents) that would affect the performance of Japan or the Japanese Bonds have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Japan or the Japanese Bonds described in those publicly available documents could affect the performance of the Japanese Bonds and, therefore, the value of the notes. Neither the Issuer nor the Guarantor (if applicable) nor any of their affiliates make any representation to you as to the performance of Japan or the Japanese Bonds.

Japan

Japan is a foreign sovereign government. Japan, as registrant, has filed financial and other information specified by the SEC in annual reports pursuant to the Securities Act of 1933. Additionally, Japan, as guarantor with respect to the Japan Finance Corporation, has filed financial and other information with the SEC in registration statements under Schedule B of the Securities Act of 1933. Information filed by Japan with the SEC can be accessed through http://www.sec.gov and can be located by reference to its CIK Code: 0000837056 and as guarantor by reference to Japan Finance Corporation’s CIK Code: 0001109604.

Various third party websites contain detailed information regarding Japan and its government, economy and fiscal affairs, including (i) http://www.cia.gov (World Factbook); (ii) http://databank.worldbank.org (World dataBank); and (iii) http://www.imf.org (International Monetary Fund). Information contained in these third-party websites is not incorporated by reference in, and should not be considered a part of, this underlying supplement. The Issuer and the Guarantor (if applicable) make no representation or warranty as to the accuracy or completeness of information contained on these third-party websites.

Japan and its various agencies and affiliates also maintain websites that contain such information, in English, including (i) http://www.mof.go.jp (Ministry of Finance Japan); (ii ) http://www.boj.or.jp (Bank of Japan); and (iii) http://www.stat.go.jp (Statistics Bureau and Director-General for Policy Planning of Japan). Information contained in these Japanese websites is not incorporated by reference in, and should not be considered a part of, this underlying supplement. The Issuer and the Guarantor (if applicable) make no representation or warranty as to the accuracy or completeness of information contained on these Japanese websites.

Japanese Bonds

Japanese Bonds are Japan-government debt securities issued by the Ministry of Finance Japan. Japanese Bonds pay a fixed coupon every six months until maturity, at which point the holder is entitled to receive the final coupon payment and the return of the principal. The coupon rate for Japanese Bond issuances varies, with the rate generally reflecting the market interest rate at the time of the first issue of the Japanese Bonds.

US-59
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