PROSPECTUS SUPPLEMENT
to Prospectus dated January 11, 2019.

NOMURA HOLDINGS, INC.
$1,500,000,000 2.648% Senior Notes due 2025
$1,500,000,000 3.103% Senior Notes due 2030
Nomura Holdings, Inc., a joint stock corporation incorporated with limited liability under the laws of Japan (“Nomura Holdings,
Inc.” or the “Issuer”), will issue the above-listed senior notes (collectively, the “Notes”) pursuant to a senior debt indenture, to be dated on oraround January 16, 2020 (the “Indenture”). Nomura Securities International, Inc. and other broker-dealers may use this prospectus supplement
and the accompanying prospectus in connection with market-making transactions in the Notes after their initial sale. The senior fixed rate
notes due January 16, 2025 (the “5-year Notes”) will bear interest commencing on January 16, 2020 at the rate of 2.648% per annum payablesemi-annually in arrears on January 16 and July 16 of each year, subject to adjustments as described herein, with the first interest payment tobe made on July 16, 2020 and the last payment to be made on January 16, 2025. The senior fixed rate notes due January 16, 2030 (the“10-year Notes”) will bear interest commencing on January 16, 2020 at the rate of 3.103% per annum payable semi-annually in arrears on
January 16 and July 16 of each year, subject to adjustments as described herein, with the first interest payment to be made on July 16, 2020
and the last payment to be made on January 16, 2030.
Nomura Holdings, Inc. may at its option, subject to the prior confirmation of the Financial Services Agency of Japan (the “FSA”)(if such confirmation is required under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the “Financial
Instruments and Exchange Act”) or any other applicable laws and regulations then in effect), call all, but not less than all, of the relevant
series of the Notes for redemption, upon the occurrence of certain changes in Japanese tax law, subject to certain conditions. See “Descriptionof Senior Debt Securities Issued under the Senior Debt Indenture between Nomura Holdings, Inc. and Citibank, N.A.—Optional Tax
Redemption” in the accompanying prospectus. The Notes will not otherwise be redeemable by Nomura Holdings, Inc. prior to the statedmaturity. The Notes will not be subject to any sinking fund. Each series of the Notes will be represented by one or more global notes
deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company (“DTC”), as depositary. Beneficial
interests in the Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct andindirect participants, including Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”). The Notes will be
issued only in registered form in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof.
The Notes will be direct, unconditional, unsubordinated and unsecured obligations of Nomura Holdings, Inc. and rank pari passu
and without preference among themselves and with all other unsecured obligations, other than subordinated obligations of Nomura Holdings,
Inc. (except for statutorily preferred exceptions) from time to time outstanding. Each series of the Notes is intended to qualify as total lossabsorbing capacity (“TLAC”) debt under the TLAC regulations in Japan when they become applicable to Nomura Holdings, Inc. See “Risk
Factors—Risks Relating to the Notes—The Notes will be structurally subordinated to indebtedness and other liabilities of our subsidiaries,
including Nomura Securities Co., Ltd. and Nomura Financial Products & Services, Inc.” and other risk factors in relation to TLAC regulationsin the same section of this prospectus supplement.
Approval-in-principle has been received for the listing and quotation of the Notes on the Singapore Exchange Securities Trading
Limited (the “SGX-ST”). The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed orreports contained herein. Approval in-principle for the listing and quotation of the Notes on the SGX-ST is not to be taken as an indication of
the merits of Nomura Holdings, Inc., its subsidiaries and associated companies or the Notes.
Investing in the Notes involves risks. You should carefully consider the risk factors set forth in “Item 3. Key Information—
D. Risk Factors” of our most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”), in“Risk Factors” in our current report on Form 6-K submitted to the SEC on December 13, 2019 and in the “Risk Factors” section
beginning on page S-10 of this prospectus supplement before making any decision to invest in the Notes.

Public offering price(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Underwriting discount(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds, before expenses, to Nomura Holdings, Inc.(1) . . . . . . . . . . . . . . . . . . . .

Per 5-year
Note
100.000%
0.350%
99.650%

Per 10-year
Note
100.000%
0.450%
99.550%Total$3,000,000,000$ 12,000,000$2,988,000,000

(1)
(2)

Plus accrued interest from January 16, 2020, if settlement occurs after that date.
For additional underwriting compensation information, see “Underwriting (Conflicts of Interest).”Neither the SEC nor any other regulatory body has approved or disapproved of the Notes or passed upon the accuracy oradequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The Notes offered by this prospectus supplement and the accompanying prospectus are being offered by the underwriters, subject
to prior sale, withdrawal, cancellation or modification of the offer without notice, to delivery to and acceptance by the underwriters and tocertain further conditions. It is expected that the Notes will be delivered in book-entry form only, on or about January 16, 2020, through thefacilities of DTC and its participants, including Euroclear and Clearstream.

Joint Lead Managers and Joint Bookrunners

NomuraSMBC NIKKO
Lloyds Securities

Citigroup
BBVA
NatixisBNP PARIBAS
Standard Chartered Bank

BofA Securities
Swedbank

Senior Co-Manager
Morgan Stanley

Co-Managers
ABN AMRO
Banco Sabadell
BNY Mellon Capital Markets, LLC
Crédit Agricole CIB
KKR
Mizuho Securities
Société Générale Corporate & Investment Banking

BankiaBMO Capital Markets
Deutsche Bank Securities
J.P. Morgan
Rabo Securities
Scotiabank
UniCredit Capital Markets

Prospectus Supplement dated January 9, 2020.

TABLE OF CONTENTS
Prospectus Supplement
Page

About This Prospectus Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-v
Cautionary Statement Regarding Forward-looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-v
Presentation of Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-vi
Prospectus Supplement Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-10
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-17
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-18
Selected Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-19
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-21
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-26
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-27
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-34
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-34
Enforcement of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-34
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-34
Prospectus
Page

Nomura Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Senior Debt Securities Issued under the Senior Debt Indentures between Nomura
Holdings, Inc. and Deutsche Bank Trust Company Americas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Senior Debt Securities Issued under the Senior Debt Indenture between Nomura
Holdings, Inc. and Citibank, N.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Ownership and Book-Entry Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan of Distribution (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Enforcement of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Clearance and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefit Plan Investor Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1
1
2
8
9
10
34
55
60
76
79
79
79
80
84

No dealer, salesperson or other person is authorized to give any information or to represent
anything not contained in this prospectus supplement and the accompanying prospectus. You must not
rely on any unauthorized information or representations. This prospectus supplement and theaccompanying prospectus are an offer to sell only the securities they describe, but only undercircumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus
supplement is current only as of its date.

S-ii

The Notes have not been and will not be registered under the Financial Instruments and Exchange Act
and are subject to the Act on Special Measures Concerning Taxation of Japan (Act No. 26 of 1957, as amended,
the “Special Taxation Measures Act”). The Notes may not be offered or sold, directly or indirectly, in Japan orto, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan,
including any corporation or other entity organized under the laws of Japan), or to others for re-offering or
re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an
exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments
and Exchange Act and any other applicable laws, regulations and governmental guidelines of Japan. See“Underwriting (Conflicts of Interest).” In addition, the Notes are not, as part of the distribution by theunderwriters, dealers and agents under the underwriting agreement relating to the Notes, at any time, to be
directly or indirectly offered or sold to, or for the benefit of, any person other than 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 person having a special
relationship with us as described in Article 6, paragraph 4 of the Special Taxation Measures Act (a“specially-related person of ours”) (excluding an underwriter designated in Article 6, paragraph 10, item 1 of theSpecial Taxation Measures Act which purchases unsubscribed portions of the Notes from the other underwriters)or (ii) a Japanese financial institution, designated in Article 3-2-2, paragraph 28 of the Order for Enforcement of
the Act on Special Measures Concerning Taxation of Japan (Cabinet Order No. 43 of 1957, as amended, the“Cabinet Order”). BY SUBSCRIBING FOR THE NOTES, THE INVESTOR WILL BE DEEMED TO
HAVE REPRESENTED THAT IT IS A BENEFICIAL OWNER THAT IS, (I) FOR JAPANESE TAXPURPOSES, NEITHER (X) AN INDIVIDUAL RESIDENT OF JAPAN OR A JAPANESECORPORATION, NOR (Y) AN INDIVIDUAL NON-RESIDENT OF JAPAN OR A NON-JAPANESECORPORATION THAT IN EITHER CASE IS A SPECIALLY-RELATED PERSON OF OURS(EXCLUDING AN UNDERWRITER DESIGNATED IN ARTICLE 6, PARAGRAPH 10, ITEM 1 OF
THE SPECIAL TAXATION MEASURES ACT WHICH PURCHASES UNSUBSCRIBED PORTIONS
OF THE NOTES FROM THE OTHER UNDERWRITERS) OR (II) A JAPANESE FINANCIAL
INSTITUTION, DESIGNATED IN ARTICLE 3-2-2, PARAGRAPH 28 OF THE CABINET ORDER.
Interest payments on the Notes will be subject to Japanese withholding tax unless it is established thatsuch Notes 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 person of ours, (ii) a Japanese designatedfinancial institution as described in Article 6, paragraph 9 of the Special Taxation Measures Act which complies
with the requirement for tax exemption under that paragraph or (iii) a Japanese public corporation, financial
institution, financial instruments business operator or certain other entity which has received such payments
through a Japanese payment handling agent, as provided in Article 3-3, paragraph 6 of the Special Taxation
Measures Act, in compliance with the requirement for tax exemption under that paragraph.
Interest payments on the Notes to an individual resident of Japan, to a Japanese corporation, or to anindividual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person ofours (except for the Japanese designated financial institution and the Japanese public corporation, financial
institution, financial instruments business operator and certain other entity described in the preceding paragraph)will be subject to deduction in respect of Japanese income tax at a rate of 15.315% of the amount of such interest.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS — The Notes are not intended to be offered,sold or otherwise made available to and should not be offered, sold or otherwise made available to any retailinvestor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended(“MiFID II”); or (ii) a customer within the meaning of Directive 2016/97/EC (the “Insurance Distribution
Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014, as
amended (the “PRIIPs Regulation”), for offering or selling the Notes or otherwise making them available to retailS-iii

investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making themavailable to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Notwithstanding the above paragraph, in the case where the Issuer subsequently prepares and publishes
a key information document under the PRIIPs Regulation in respect of the Notes, then following such
publication, the prohibition on the offering, sale or otherwise making available the Notes to a retail investor as
described in the above paragraph and in such legend shall no longer apply.
SINGAPORE — Section 309B Notification — In connection with Section 309B of the Securities and Futures
Act, Chapter 289 of Singapore (the “SFA”) and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has determined the classification of theNotes as prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment
Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendations on Investment Products).
Neither this prospectus supplement nor the accompanying prospectus has been registered as aprospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement, theaccompanying prospectus and any other document or material in connection with the offer or sale, or invitation
for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes be offered orsold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any
person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to
Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to
Section 275(1) of the SFA or any person pursuant to Section 275(1A) of the SFA, and in accordance with theconditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures(Classes of Investors) Regulations 2018 or (iii) otherwise pursuant to, and in accordance with the conditions of,any other applicable provision of the SFA.
Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person whichis:(a)a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) thesole business of which is to hold investments and the entire share capital of which is owned by one or moreindividuals, each of whom is an accredited investor; or(b)a trust (where the trustee is not an accredited investor) whose sole purpose is to holdinvestments and each beneficiary of the trust is an individual who is an accredited investor,
securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) ofthat corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not betransferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer madeunder Section 275 of the SFA except:(1)

to an institutional investor or to a relevant person, or to any person arising from anoffer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(2)

where no consideration is or will be given for the transfer;(3)

where the transfer is by operation of law;(4)

as specified in Section 276(7) of the SFA; or(5)

as specified in Regulation 37A of the Securities and Futures (Offers of Investments)(Securities and Securities-based Derivatives Contracts) Regulations 2018.
S-iv

Any reference to the SFA is a reference to the Securities and Futures Act, Chapter 289 of Singapore anda reference to any term as defined in the SFA or any provision in the SFA is a reference to that term as modified
or amended from time to time including by such of its subsidiary legislation as may be applicable at the relevant
time.
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the
specific terms of the offering of the Notes and also adds to, updates and changes information contained in theprospectus filed with the SEC dated January 11, 2019 and the documents incorporated by reference in thisprospectus supplement. The second part is the above-mentioned prospectus, to which we refer as the“accompanying prospectus.” The accompanying prospectus contains a description of the senior debt securities
and gives more general information, some of which may not apply to the Notes. If the description of the Notes inthis prospectus supplement differs from the description in the accompanying prospectus, the description in thisprospectus supplement supersedes the description in the accompanying prospectus.
We have not, and the underwriters have not, authorized any other person to provide you with any
information other than that contained in or incorporated by reference into this prospectus supplement, in theaccompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we havereferred you. “Incorporated by reference” means that we can disclose important information to you by referring
you to another document filed separately with the SEC. We are not responsible for, and can provide no assurance
as to the accuracy of, any other information that any other person may give you. We are not making, nor are theunderwriters making, an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted. You
should not assume that the information appearing in this prospectus supplement, the accompanying prospectus orin any free writing prospectus prepared by or on behalf of us or to which we have referred you, including any
information incorporated by reference herein or therein, is accurate as of any date other than its respective date.
Our business, financial condition, results of operations and prospects may have changed since those respective
dates.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference
herein and therein contain in a number of places forward-looking statements regarding our intent, belief, targets
or current expectations of our management with respect to our financial condition and future results ofoperations. These statements constitute “forward-looking statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Actof 1934, as amended (the “Exchange Act”). In many cases, but not all, we use such words as “anticipate,”“believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “probability,” “project,” “risk,” “seek,” “should,”“target,” “will” and similar expressions in relation to us or our management to identify forward-looking
statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
These statements reflect our current views with respect to future events and are subject to risks, uncertainties andassumptions, including the risk factors described in this prospectus supplement. Should one or more of theserisks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results may varymaterially from those we currently anticipate.
We have identified some of the risks inherent in forward-looking statements in “Item 3. Key
Information—D. Risk Factors” of our most recent annual report on Form 20-F, in “Risk Factors” in our current
report on Form 6-K submitted to the SEC on December 13, 2019 and in the “Risk Factors” section of thisprospectus supplement. Other factors could also adversely affect our results or the accuracy of forward-looking
statements in this prospectus supplement, the accompanying prospectus or the documents incorporated byreference herein and therein, and you should not consider these to be a complete set of all potential risks or
uncertainties.
S-v

The forward-looking statements included or incorporated by reference in this prospectus supplement
and the accompanying prospectus are made only as of the dates on which such statements were made. We
expressly disclaim any obligation or undertaking to release any update or revision to any forward-looking
statement contained herein or therein to reflect any change in our expectations with regard thereto or any change
in events, conditions or circumstances on which any statement is based.
PRESENTATION OF FINANCIAL AND OTHER INFORMATIONIn this prospectus supplement, the accompanying prospectus and any documents incorporated byreference herein or therein, “NHI,” “Nomura,” the “Nomura Group,” “we,” “us,” and “our” refer to Nomura
Holdings, Inc. and, unless the context indicates otherwise, its consolidated subsidiaries. Furthermore, unless thecontext indicates otherwise, these references are intended to refer to us as if we had been in existence in ourcurrent form for all periods referred to herein. We use the word “you” to refer to prospective investors in theNotes and the word “holder,” “Noteholder” or “Noteholders” to refer to the holders of the Notes.
Our consolidated financial statements are prepared on an annual and quarterly basis in accordance withaccounting principles generally accepted in the United States (“U.S. GAAP”). Unless otherwise stated orotherwise required by the context, all amounts in our financial statements are expressed in yen.
Unless otherwise specified, our financial information contained or incorporated by reference herein or in
the accompanying prospectus is presented in accordance with U.S. GAAP, as specified herein or in the relevant
document being incorporated by reference. See “Where You Can Find More Information—Incorporation by
Reference” for a list of documents being incorporated by reference herein.
In this prospectus supplement and the accompanying prospectus, references to “U.S. dollars,” “dollars”
and “$” refer to the lawful currency of the United States, those to “Japanese yen,” “yen” and “¥” refer to thelawful currency of Japan and those to “EUR” and “€” refer to the currency of the European Economic andMonetary Union. This prospectus supplement, the accompanying prospectus or the documents incorporated byreference herein and therein may contain a translation of certain Japanese yen amounts into U.S. dollars for yourconvenience. However, these translations should not be construed as representations that such yen amounts havebeen, could have been or could be converted into dollars at the relevant rate or at all.
In this prospectus supplement and the accompanying prospectus, amounts have been rounded to thenearest indicated digit unless otherwise specified. However, in some cases, figures presented in tables have beenadjusted to match the sum of the figures with the total amount, and such figures may also be referred to in therelated text.
Our fiscal year end is March 31. References to years not specified as being fiscal years are to calendar
years.
In this prospectus supplement, all of our financial information is presented on a consolidated basis,
unless we state otherwise.

S-vi

PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights key information described in greater detail elsewhere, or incorporated byreference, in this prospectus supplement and the accompanying prospectus. You should read carefully the entire
prospectus supplement, the accompanying prospectus and the documents incorporated by reference before
making an investment decision.
Nomura Holdings, Inc.
We are a joint stock corporation incorporated on December 25, 1925 with limited liability under thelaws of Japan. On October 1, 2001, we adopted a holding company structure, at which time we changed ourname from “The Nomura Securities Co., Ltd.” to “Nomura Holdings, Inc.,” and on December 17, 2001, we werelisted on the New York Stock Exchange. In connection with this reorganization, one of our wholly-owned
subsidiaries assumed our securities businesses and was named “Nomura Securities Co., Ltd.” We continue to belisted on the Tokyo Stock Exchange, the New York Stock Exchange and other stock exchanges on which we arelisted.
Today, we are one of the leading financial services groups in Japan and have global operations,operating offices in countries and regions worldwide, including Japan, the United States, the United Kingdom,Singapore and the Hong Kong Special Administrative Region, through our subsidiaries. Our clients include
individuals, corporations, financial institutions, governments and governmental agencies. Our business consistsof the following four divisions:•

Retail—investment consultation services, mainly for individuals and corporations in Japan;•

Asset Management—development and management of investment trusts, and investment
advisory services;•

Wholesale—serving corporations and institutional investors with a broad range of products andservices; and•Merchant Banking—acting as a principal to primarily provide equity to transactions such as
business reorganization and revitalization, business succession as well as management buyouts.

The address of our registered head office is 1-9-1 Nihonbashi, Chuo-ku, Tokyo 103-8645, Japan. Our
telephone number is +81-3-6746-7720, and our internet site is http://www.nomuraholdings.com/.
Initiatives for Rebuilding Our Business Platform
On April 4, 2019, we announced our plans to rebuild our global business platform, under which we aim
to simplify our operating model, transform our business portfolio and pivot towards client businesses and growthareas. Our main initiatives include the following:•

Overhaul the Management Structure and Simplify our Corporate Structure: As of May 1,
2019, we have overhauled our management structure, eliminating the concept of regions andinstead focusing on management solely by business division. We also simplified our corporate
structure, going from 10 management functions to 5 management functions (in each case,
excluding internal audit).

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•

Realign the Retail Division: From Ultra High-Net-Worth Individuals (UHNWI) to mass retail,client needs vary greatly and to respond accurately to those needs, we have changed the
responsibilities of around 4,400 sales and account representatives. We have reallocatedresponsibility for approximately 1.25 million customer accounts under this new system throughAugust 2019, and between August and September 2019 we have also reduced the number ofretail branches by 25.

•

Redirect the Wholesale Division for Stable and Sustainable Earnings and Growth: We are
redirecting our wholesale division to focus on enhancing efficiency in our existing businesses
while cultivating new clients and deepening our existing relationships. In our existing corebusinesses, we are downscaling less profitable businesses, focusing on core products andmarkets and reducing costs. We are also targeting new client relationships by expanding our
securitization and finance-related and equity solutions-related businesses and our ESG-related
primary and advisory services businesses. Moreover, we are developing new products andservices for existing customers, in particular based on leveraging new technologies. Finally, weare exploring new business lines, especially those complementary or compatible with ourexisting businesses, while controlling risk through alliances with strategic partners. This has
allowed us to increase quarterly average origination revenues, primarily in solutions-related
revenue, with additional contributions from advisory services revenue. Within solutions
revenue in particular, securitization and equity solutions have been significant drivers ofgrowth.

•Increased Profitability through Cost Reduction Initiatives: We expect our initiatives will also
contribute to significant cost reductions, as we plan additional efficiency enhancements inspending on corporate functions through simplification of our operating model. In thewholesale division, cost reductions have been achieved through decreases in compensation
costs reflecting pay-for-performance and other initiatives implemented beginning in the fiscal
year ended March 31, 2019, while in the current fiscal year our wholesale realignment andcorporate cost control efforts have improved our cost profile. Cost savings in the retail division
have reflected the completion of the depreciation period for recently upgraded systems,
systems integration savings and other initiatives in the fiscal year ended March 31, 2019, as
well as consolidations of branch offices, reduction of the number of ATMs and our efforts tocontrol corporate costs and other initiatives in the current fiscal year.

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THE OFFERING
2.648% Senior Notes due 2025
Notes offered . . . . . . . . . . . . . . . . . . . . . . . . $1,500,000,000 aggregate principal amount of senior notes due
January 16, 2025.
The 5-year Notes will be issued only in fully registered form,
without coupons.
Offering price . . . . . . . . . . . . . . . . . . . . . . . . 100.000% of the principal amount plus accrued interest fromJanuary 16, 2020, if settlement occurs after that date.
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . January 16, 2025.
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The 5-year Notes will bear interest at the rate of 2.648% perannum from and including January 16, 2020 to but excluding
January 16, 2025, payable semi-annually in arrears on January 16
and July 16 of each year, subject to adjustments as describedherein, with the first interest payment to be made on July 16, 2020
and the last payment to be made on January 16, 2025. Interest on
the 5-year Notes will be computed on the basis of a 360-day year
consisting of twelve 30-day months (30/360 (ISDA) day countconvention).
If any payment is due on the 5-year Notes on any interest payment
date, other than the maturity date, that is not a Business Day (asdefined in “Description of the Notes”), we will make payment on the
day that is the next succeeding Business Day. If the maturity datewith respect to the 5-year Notes falls on a day that is not a Business
Day, payments of principal and interest otherwise due on such day
will be made on the next succeeding Business Day. Payments
postponed to the next succeeding Business Day in such situations
will be treated as if they were made on the original due date.
Postponement of this kind will not result in a default under the
5-year Notes, and no interest will accrue on the postponed amountfrom the original due date to the next succeeding Business Day.
See “Description of the Notes—Principal, Maturity and Interest”
in this prospectus supplement and “Description of Senior Debt
Securities Issued under the Senior Debt Indenture between
Nomura Holdings, Inc. and Citibank, N.A.—Types of Senior Debt
Securities—Fixed Rate Senior Debt Securities” in theaccompanying prospectus.
Other terms . . . . . . . . . . . . . . . . . . . . . . . . . . For more information on the terms of the 5-year Notes, see“—General Terms of the Notes” below and “Description of theNotes” in this prospectus supplement and “Description of Senior Debt
Securities Issued under the Senior Debt Indenture between Nomura
Holdings, Inc. and Citibank, N.A.” in the accompanying prospectus.
Security codes . . . . . . . . . . . . . . . . . . . . . . . CUSIP: 65535H AP4
ISIN: US65535HAP47
Common Code: 209831872

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3.103% Senior Notes due 2030
Notes offered . . . . . . . . . . . . . . . . . . . . . . . . $1,500,000,000 aggregate principal amount of senior notes due
January 16, 2030.
The 10-year Notes will be issued only in fully registered form,
without coupons.
Offering price . . . . . . . . . . . . . . . . . . . . . . . . 100.000% of the principal amount plus accrued interest fromJanuary 16, 2020, if settlement occurs after that date.
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . January 16, 2030.
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The 10-year Notes will bear interest at the rate of 3.103% perannum from and including January 16, 2020 to but excluding
January 16, 2030, payable semi-annually in arrears on January 16
and July 16 of each year, subject to adjustments as describedherein, with the first interest payment to be made on July 16, 2020
and the last payment to be made on January 16, 2030. Interest on
the 10-year Notes will be computed on the basis of a 360-day year
consisting of twelve 30-day months (30/360 (ISDA) day countconvention).
If any payment is due on the 10-year Notes on any interest
payment date, other than the maturity date, that is not a Business
Day, we will make payment on the day that is the next succeeding
Business Day. If the maturity date with respect to the 10-year
Notes falls on a day that is not a Business Day, payments ofprincipal and interest otherwise due on such day will be made on
the next succeeding Business Day. Payments postponed to the next
succeeding Business Day in such situations will be treated as if
they were made on the original due date. Postponement of thiskind will not result in a default under the 10-year Notes, and nointerest will accrue on the postponed amount from the original due
date to the next succeeding Business Day.
See “Description of the Notes—Principal, Maturity and Interest”
in this prospectus supplement and “Description of Senior Debt
Securities Issued under the Senior Debt Indenture between
Nomura Holdings, Inc. and Citibank, N.A.—Types of Senior Debt
Securities—Fixed Rate Senior Debt Securities” in theaccompanying prospectus.
Other terms . . . . . . . . . . . . . . . . . . . . . . . . . . For more information on the terms of the 10-year Notes, see“—General Terms of the Notes” below and “Description of theNotes” in this prospectus supplement and “Description of Senior
Debt Securities Issued under the Senior Debt Indenture between
Nomura Holdings, Inc. and Citibank, N.A.” in the accompanying
prospectus.
Security codes . . . . . . . . . . . . . . . . . . . . . . . CUSIP: 65535H AQ2
ISIN: US65535HAQ20
Common Code: 209831953

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General Terms of the Notes
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nomura Holdings, Inc.
Notes offered . . . . . . . . . . . . . . . . . . . . . . . . We will offer each series of the Notes set forth on the cover pageof this prospectus supplement and in accordance with the terms set
forth elsewhere in this prospectus supplement and theaccompanying prospectus.
Issue date . . . . . . . . . . . . . . . . . . . . . . . . . . . January 16, 2020.
Ranking of the Notes . . . . . . . . . . . . . . . . . . Each series of the Notes will be direct, unconditional,
unsubordinated and unsecured obligations of Nomura Holdings,
Inc. and rank pari passu and without preference among themselves
and with all other unsecured obligations, other than subordinatedobligations of Nomura Holdings, Inc. (except for statutorily
preferred exceptions) from time to time outstanding. See also
“Risk Factors—Risks Relating to the Notes—The Notes will be
structurally subordinated to indebtedness and other liabilities ofour subsidiaries, including Nomura Securities Co., Ltd. andNomura Financial Products & Services, Inc.” and other risk factors
in relation to TLAC regulations in the same section of thisprospectus supplement.
Minimum denomination . . . . . . . . . . . . . . . . Each series of the Notes will be in denominations of $200,000 and
integral multiples of $1,000 in excess thereof. No Notes will besold in the offering to any purchaser unless the purchaserpurchases at least $200,000 in principal amount of a series of theNotes.
Additional amounts . . . . . . . . . . . . . . . . . . . The Japanese government may require us to withhold or deduct
amounts from payments on the principal (and premium, if any) orinterest on the Notes, as the case may be, for taxes, duties,
assessments or governmental charges. If a withholding or
deduction of this type is required, we may be required to pay the
Noteholders an additional amount so that the net amounts that the
Noteholders receive after such withholding or deduction will be
the amount specified in the Notes to which the Noteholders areentitled. Payments will be made without withholding or deduction
for or on account of any present or future taxes, duties,
assessments or governmental charges of whatever nature imposedor levied by or on behalf of Japan or any authority thereof or
therein, unless such withholding or deduction is required by law.
See “Taxation—Japanese Taxation” and “Description of Senior
Debt Securities Issued under the Senior Debt Indenture between
Nomura Holdings, Inc. and Citibank, N.A.—Payment of
Additional Amounts” in the accompanying prospectus.
References to principal (and premium, if any) and interest in
respect of the Notes will be deemed to include any additional

S-5

amounts due which may be payable in respect of the principal (orpremium, if any) or interest.
Optional tax redemption . . . . . . . . . . . . . . . . In the event of changes to Japanese withholding tax law after thedate of this prospectus supplement, and in other limited
circumstances that require us to pay additional amounts, as
described in “Description of Senior Debt Securities Issued under
the Senior Debt Indenture between Nomura Holdings, Inc. andCitibank, N.A.—Payment of Additional Amounts” in theaccompanying prospectus, we may, subject to prior confirmationof the FSA (if such confirmation is required under the Financial
Instruments and Exchange Act or any other applicable laws andregulations then in effect), call all, but not less than all, of therelevant series of the Notes for redemption. The Notes will nototherwise be redeemable by Nomura Holdings, Inc. prior to thestated maturity.
If we call the Notes, we must pay the Noteholders 100% of theirprincipal amount. We will also pay the Noteholders accrued but
unpaid interest through but not including the date fixed forredemption and any related additional amounts due on the datefixed for redemption. The Notes will stop bearing interest on theredemption date, even if the Noteholders do not collect theirmoney. We will give notice to the depositary of any redemption
we propose to make at least 45 days, but not more than 60 days,
before the redemption date. Notice by the depositary toparticipating institutions and by these participants to street nameholders of indirect interests in the Notes will be made according toarrangements among them and may be subject to statutory or
regulatory requirements.
See “Description of Senior Debt Securities Issued under the Senior
Debt Indenture between Nomura Holdings, Inc. and Citibank,
N.A.—Optional Tax Redemption” in the accompanying
prospectus.
Use of proceeds . . . . . . . . . . . . . . . . . . . . . . We intend to use the net proceeds from the sales of the Notes forloans to our subsidiaries, including Nomura Securities Co., Ltd.,
which will use such funds for their general corporate purposes.
Limitation on actions for attachment . . . . . . Each Noteholder and the Trustee acknowledge, accept, consent
and agree, for a period of 30 days from and including the dateupon which the Prime Minister of Japan confirms that specified
item 2 measures (tokutei dai nigō sochi), which are the measures
set forth in Article 126-2, Paragraph 1, Item 2 of the Deposit
Insurance Act of Japan (Act No. 34 of 1971, as amended, the“Deposit Insurance Act”) (or any successor provision thereto),need to be applied to us, not to initiate any action to attach any of
our assets, the attachment of which has been prohibited bydesignation of the Prime Minister of Japan pursuant toS-6

Article 126-16 of the Deposit Insurance Act (or any successor
provision thereto). See “Description of the Notes—Limitation on
Actions for Attachment.”
Permitted transfer of assets or liabilities . . . Each Noteholder and the Trustee acknowledge, accept, consent
and agree to any transfer of our assets (including shares of our
subsidiaries) or liabilities, or any portions thereof, with permissionof a Japanese court in accordance with Article 126-13 of the
Deposit Insurance Act (or any successor provision thereto),including any such transfer made pursuant to the authority of the
Deposit Insurance Corporation of Japan (the “Deposit Insurance
Corporation”) to represent and manage and dispose of our assets
under Article 126-5 of the Deposit Insurance Act (or any successor
provision thereto), and that any such transfer shall not constitute asale, assignment, transfer, lease or conveyance of our properties orassets for the purpose of certain requirements as set forth in“Description of the Notes—Permitted Transfer of Assets or
Liabilities.”
Limited rights to set off . . . . . . . . . . . . . . . . Subject to applicable law, each Noteholder, by the acceptance of
any interest in the Notes, agrees that, if (a) we shall instituteproceedings seeking adjudication of bankruptcy or seeking
reorganization under the Bankruptcy Act of Japan (Act No. 75 of
2004, as amended, the “Bankruptcy Act”), the Civil Rehabilitation
Act of Japan (Act No. 225 of 1999, as amended, the “Civil
Rehabilitation Act”), the Corporate Reorganization Act of Japan(Act No. 154 of 2002, as amended, the “Corporate ReorganizationAct”), the Companies Act of Japan (Act No. 86 of 2005, as
amended, the “Companies Act”) or any other similar applicablelaw of Japan, and as long as such proceedings shall havecontinued, or a decree or order by any court having jurisdiction
shall have been issued adjudging us bankrupt or insolvent orapproving a petition seeking reorganization under any such laws,
and as long as such decree or order shall have continued
undischarged or unstayed, or (b) our liabilities exceed, or may
exceed, our assets, or we suspend, or may suspend, repayment of
our obligations, it will not, and waives its right to, exercise, claim
or plead any right of set off, compensation or retention in respectof any amount owed to it by us arising under, or in connection
with, the Notes or the Indenture. See “Description of the Notes—
Limited Rights to Set Off by Noteholders.”
Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . Each series of the Notes will initially be issued only in book-entry
form through the facilities of DTC for the accounts of its
participants. Fully registered global notes (the “Global Notes”),
without coupons, representing the total aggregate principal amountof the Notes will be issued and registered in the name of a nominee
for DTC, securities depositary for the Notes. Unless and until theNotes in definitive certificated form (“Definitive Notes”) are
issued, the only Noteholder will be the nominee of DTC, or the

S-7

nominee of a successor depositary. Except as described in thisprospectus supplement, a beneficial owner of any interest in a
Global Note will not be entitled to receive physical delivery ofDefinitive Notes. Accordingly, each beneficial owner of any
interest in a Global Note must rely on the procedures of DTC to
exercise any rights under the Notes.
Governing law . . . . . . . . . . . . . . . . . . . . . . . The Indenture and the Notes will be, governed by, and construed inaccordance with, the laws of the State of New York.
Listing and trading . . . . . . . . . . . . . . . . . . . . Approval-in-principle has been received for the listing andquotation of the Notes on the SGX-ST. The SGX-ST assumes noresponsibility for the correctness of any statements made, opinions
expressed or reports contained herein. Approval-in-principle forthe listing and quotation of the Notes on the SGX-ST is not to betaken as an indication of the merits of Nomura Holdings, Inc., its
subsidiaries and associated companies or the Notes.
So long as the Notes are listed on the SGX-ST and the rules of the
SGX-ST so require, Nomura Holdings, Inc. will appoint andmaintain a paying agent in Singapore, where the Notes may bepresented or surrendered for payment or redemption, in the eventthat the Global Note is exchanged for Definitive Notes incertificated form. In addition, in the event that the Global Note is
exchanged for Definitive Notes in certificated form, anannouncement of such exchange shall be made by or on behalf ofNomura Holdings, Inc. through the SGX-ST and suchannouncement will include all material information with respect tothe delivery of the Definitive Notes in certificated form, including
details of the paying agent in Singapore.
The Notes will be traded on the SGX-ST in a minimum board lot
size of $200,000 for so long as the Notes are listed on the SGX-ST.
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Citibank, N.A.
Paying agent, transfer agent and registrar . . Citibank, N.A., London Branch
Delivery of the Notes . . . . . . . . . . . . . . . . . . We expect that delivery of the Notes will be made to investors on
or about January 16, 2020, which is the fifth New York business
day following the date of pricing of the Notes. Under Rule 15c6-1of the Exchange Act, trades in the secondary market generally are
required to settle in two business days unless the parties to any
such trade expressly agree otherwise. Accordingly, purchasers whowish to trade the Notes prior to the delivery of the Notes may berequired, by virtue of the fact that the Notes initially will
settle five New York business days after pricing of the Notes, tospecify an alternate settlement cycle at the time of any such trade
to prevent failed settlement and should consult their own advisors.

S-8

Conflicts of interest . . . . . . . . . . . . . . . . . . . Nomura Securities International, Inc., which is acting as one of therepresentatives of the underwriters in this offering, is an affiliate ofours and, as a result, has a “conflict of interest” within the meaningof Rule 5121 of the Financial Industry Regulatory Authority, Inc.
(FINRA) (“Rule 5121”). Accordingly, this offering is being
conducted in compliance with the provisions of Rule 5121.
Because this offering is of notes that are rated investment grade,pursuant to Rule 5121, the appointment of a “qualified
independent underwriter” is not necessary. See “Underwriting(Conflicts of Interest)” beginning on page S-27.

S-9

RISK FACTORS
Investing in the Notes involves risks. You should consider carefully the risks relating to the Notes
described below, as well as the other information presented in, or incorporated by reference into, this prospectus
supplement and the accompanying prospectus, before you decide whether to invest in the Notes. If any of theserisks actually occurs, our business, financial condition and results of operations could suffer, and the trading
price and liquidity of the Notes offered could decline, in which case you may lose all or part of your investment.
The following does not describe all the risks of an investment in the Notes. Prospective investors should consult
their own financial and legal advisers about risks associated with investment in a particular series of Notes andthe suitability of investing in the Notes in light of their particular circumstances.
This prospectus supplement and the accompanying prospectus also contain forward-looking statementsthat involve risks and uncertainties. Our actual results could differ materially from those anticipated in theseforward-looking statements as a result of various factors, including the risks described below, elsewhere in thisprospectus supplement and in “Item 3. Key Information—D. Risk Factors” of our most recent annual report on
Form 20-F, which is incorporated herein by reference.
Risks Relating to Our Business
For information on risks relating to our business, see “Item 3. Key Information—D. Risk Factors” in our
most recent annual report on Form 20-F, in “Risk Factors” in our current report on Form 6-K submitted to the
SEC on December 13, 2019 and similar information in any other documents incorporated by reference herein.
Risks Relating to the Notes
The Notes will be structurally subordinated to indebtedness and other liabilities of our subsidiaries, including
Nomura Securities Co., Ltd. and Nomura Financial Products & Services, Inc.
Your claim as a Noteholder is structurally subordinated to the liabilities of our subsidiaries, including
our subsidiaries’ liabilities for collateralized financing, borrowed money, derivative and trading liabilities andpayables and deposits. As a Noteholder, you will only be entitled to assert a claim as a creditor of Nomura
Holdings, Inc. that is to be paid out of Nomura Holdings, Inc.’s assets. If any of our subsidiaries becomes subject
to insolvency or liquidation proceedings, you will have no right to proceed against such subsidiary’s assets.
We are a holding company that currently has no significant assets other than our investments in, or loans
to, our subsidiaries, including Nomura Securities Co., Ltd. and Nomura Financial Products & Services, Inc. Ourability to service our debt obligations, including our obligations under the Notes, thus depends on the dividends,
loan payments and other funds that we receive from our subsidiaries. We may not be able to receive such funds
from our subsidiaries due to adverse changes in their financial performance or material deterioration in theirfinancial condition, restrictions imposed as a result of such adverse change or deterioration by relevant laws andregulations, including loss absorption requirements, limitations under the Financial Instruments and ExchangeAct, general corporate law, or any contractual obligations applicable to such subsidiaries. Furthermore, if a
subsidiary becomes subject to insolvency or liquidation proceedings, our right to participate in such subsidiary’s
assets will be subject to the prior claims of the creditors and any preference shareholders of the subsidiary, except
where we are a creditor or preference shareholder with claims that are recognized to be ranked either ahead of orpari passu with such claims. As a result, you may not recover your investment in the Notes in full or at all eventhough the investors in or creditors of our subsidiaries may recover their investments in full.
Our loans to, or investments in capital instruments issued by, our subsidiaries made or to be made with
the net proceeds from the sale of our instruments may contain contractual mechanisms that, upon the occurrenceof a trigger event relating to prudential or financial condition or other events applicable to us or our subsidiaries
under regulatory requirements, including the Internal TLAC (as defined below) requirements in Japan, will result
S-10

in a write-down, write-off or conversion into equity of such loans or investments, or other changes in the legal or
regulatory form or the ranking of the claims that we have against such subsidiaries. For example, to ensure thateach of our material subsidiaries in Japan, as designated by the FSA as being systemically important, maintains
the required minimum level of Internal TLAC under the Internal TLAC requirements in Japan, we may extend tosuch subsidiaries, using the net proceeds from the sale of the Notes and other debt instruments, subordinatedloans that qualify as Internal TLAC instruments pursuant to the Internal TLAC requirements in Japan, including
those containing contractual loss absorption provisions (“Contractual Loss Absorption Provisions”) that willdischarge or extinguish the loans or convert them into equity of the subsidiaries if the FSA determines that therelevant subsidiaries are non-viable due to material deterioration in their financial condition after recognizingthat they are, or are likely to be, unable to fully perform their obligations with their assets, or that they havesuspended, or are likely to suspend, repayment of their obligations, by issuing an order concerning restoration offinancial soundness, including recapitalization and restoration of liquidity of such subsidiaries, to us under
Article 57-19, Paragraph 1 of the Financial Instruments and Exchange Act. Any such write-down, write-off orconversion into equity, or changes in the legal or regulatory form or the ranking, or the triggering of Contractual
Loss Absorption Provisions, could adversely affect our ability to obtain repayment of such loans and investments
and to meet our obligations under the Notes as well as the value of the Notes.
The Notes may become subject to loss absorption if we become subject to orderly resolution measures under
the Deposit Insurance Act and Japanese insolvency laws. As a result, the value of the Notes could bematerially adversely affected, and you may lose all or a portion of your investments.
In November 2015, the Financial Stability Board (the “FSB”) published the final Total Loss-Absorbing
Capacity standard (“TLAC standard”) for global systemically important banks (“G-SIBs”). The FSB’s TLAC
standard is designed to ensure that, if a G-SIB fails, it has sufficient loss-absorbing and recapitalization capacity
available in resolution to implement an orderly resolution that minimizes the impact on financial stability,
thereby ensuring the continuity of critical functions and avoiding exposing public funds to loss. The FSB’s
TLAC standard defines a minimum requirement for the instruments and liabilities that should be readily
available to absorb losses in resolution. In April 2016, the FSA published its policy (the “FSA Approach”)
describing its approach and framework for the introduction of the TLAC standard in Japan for Japanese G-SIBs,
which consist of the three so-called “mega-banks” in Japan. In April 2018, the FSA published a revised versionof the FSA Approach that extended the coverage of the TLAC standard in Japan to certain domestic systemicallyimportant banks (“D-SIBs”) that are deemed (i) of particular need for a cross-border resolution arrangement and(ii) of particular systemic significance to Japanese financial system if they fail. In the revised FSA Approach, weand the Japanese G-SIBs (each a “TLAC Covered SIB” and collectively the “TLAC Covered SIBs”) would be
subject to the TLAC requirements in Japan. In the revised FSA Approach, the FSA also expressed its view that
Single Point of Entry (“SPE”) resolution, in which resolution powers are applied to the top of a group by a single
national resolution authority (i.e., the FSA), would be the preferred strategy for resolution of TLAC Covered
SIBs. In March 2019, the FSA published regulatory notices, regulatory guidelines and related materials to
implement the TLAC standard in Japan. The TLAC standard set forth in these FSA documents (the “Japanese
TLAC Standard”), which became applicable to three Japanese G-SIBs from March 31, 2019, and will beapplicable to us from March 31, 2021, requires Domestic Resolution Entities (as defined below) designated for
the TLAC Covered SIBs to meet certain minimum external TLAC requirements and to cause any of theirmaterial subsidiaries in Japan, as designated by the FSA as being systemically important, to maintain a certain
minimum level of capital and debt having internal loss-absorbing and recapitalization capacity (together with theinternal loss-absorbing and recapitalization capacity that foreign subsidiaries are required to maintain under the
FSB’s TLAC standard or similar requirements in the relevant jurisdictions, “Internal TLAC”). In keeping with its
stated preference for SPE resolution, the FSA designated as resolution entities in Japan (the “Domestic
Resolution Entities”) the ultimate holding company in Japan of each TLAC Covered SIB. Under the Japanese
TLAC Standard, the FSA designated Nomura Holdings, Inc., as the Domestic Resolution Entity for the Nomura
group, which will be subject to the external TLAC requirements in Japan, and also designated the Nomura
Securities Co., Ltd. and Nomura Financial Products & Services, Inc., as our material subsidiaries in Japan, which
will be subject to the Internal TLAC requirements in Japan. Under the Japanese TLAC Standard, unsecured
S-11

senior debt issued by the Domestic Resolution Entity for a TLAC Covered SIB is not required to include any
contractual write-down, write-off or conversion provisions in order to qualify as external TLAC debt. In addition,unsecured senior debt issued by the Domestic Resolution Entity for a TLAC Covered SIB is not required toinclude any subordination provisions in order to qualify as external TLAC debt, so long as the Domestic
Resolution Entity’s creditors are recognized as structurally subordinated to the creditors of its subsidiaries andaffiliates by the FSA on the grounds that the amount of excluded liabilities as defined in the Japanese TLAC
Standard of such Domestic Resolution Entity ranking pari passu or junior to its unsecured senior liabilities does
not exceed 5% of its external TLAC in principle, while the Internal TLAC incurred by material subsidiaries of a
TLAC Covered SIB is required to include the Contractual Loss Absorption Provisions and to be subordinated tosuch entity’s excluded liabilities. The Notes are intended to qualify as external TLAC debt under the Japanese
TLAC Standard, when it becomes applicable to us, due in part to their structural subordination.
The Notes are expected to become subject to loss absorption if we become subject to orderly resolution
measures under the Deposit Insurance Act and Japanese insolvency laws. The resolution framework for financial
institutions under current Japanese laws and regulations includes (i) measures applied to financial institutions thatare solvent on a balance sheet basis and (ii) orderly resolution measures applied to financial institutions that havefailed or are deemed likely to fail. The framework applies to banks and certain other financial institutions as wellas financial holding companies, such as us. As noted above, in the revised FSA Approach published in April
2018, the FSA has expressed its view that SPE resolution would be the preferred strategy for resolution of the
TLAC Covered SIBs. However, it is uncertain what resolution strategy or specific measures will be taken in agiven case, and orderly resolution measures may be applied without implementing any of the measures describedin (i) above. Under a possible model of SPE resolution described in the Japanese TLAC Standard, if the FSA
determines that a material subsidiary in Japan of a financial institution which is subject to the Japanese TLAC
Standard under the Financial Instruments and Exchange Act, including Nomura Holdings, Inc. is non-viable due
to material deterioration in its financial condition after recognizing that it is, or is likely to be, unable to fully
perform its obligations with its assets, or that it has suspended, or is likely to suspend, repayment of its
obligations, by issuing an order concerning restoration of financial soundness, including recapitalization andrestoration of liquidity of such material subsidiary, to the Domestic Resolution Entity for the financial institution
under Article 57-19, Paragraph 1 of the Financial Instruments and Exchange Act, the material subsidiary’s
Internal TLAC instruments will be written down or written off or, if applicable, converted into equity inaccordance with the applicable Contractual Loss Absorption Provisions of such Internal TLAC instruments.
Following the write-down, write-off or conversion of Internal TLAC instruments, if the Prime Minister of Japan
recognizes that the financial institution is, or is likely to be, unable to fully perform its obligations with its assets,or that it has suspended, or is likely to suspend, repayment of its obligations, as a result of the financial
institution’s loans to, or other investment in, its material subsidiaries in Japan, as designated by the FSA as being
systemically important, or foreign subsidiaries that are subject to TLAC requirements or similar requirements
imposed by a relevant foreign authority, becoming subject to loss absorption or otherwise, and further recognizes
that the failure of such financial institution is likely to cause a significant disruption to the Japanese financial
market or system, the Prime Minister of Japan may, following deliberation by the Financial Crisis Management
Meeting, confirm that measures set forth in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act (orany successor provision thereto), generally referred to as specified item 2 measures (tokutei dai nigō sochi), need
to be applied to the financial institution for its orderly resolution. Any such confirmation by the Prime Ministerof Japan would also trigger the point of non-viability clauses of Additional Tier 1 and Tier 2 instruments issued
by the financial institution, causing such instruments to be written down or written off, or if applicable, converted
into equity.
Under current Japanese laws and regulations, upon the application of specified item 2 measures (tokutei
dai nigō sochi), a financial institution will be placed under special supervision (tokubetsu kanshi) by, or if thePrime Minister of Japan so orders, under special control (tokutei kanri) of, the Deposit Insurance Corporation. In
an orderly resolution, if the financial institution is placed under special control (tokutei kanri), pursuant to Article
126-5 of the Deposit Insurance Act (or any successor provision thereto), the Deposit Insurance Corporation
would control the operation and management of the financial institution’s business, assets and liabilities,
S-12

including the potential transfer to a bridge financial institution established by the Deposit Insurance Corporation
as its subsidiary, or such other financial institution as the Deposit Insurance Corporation may determine, of thefinancial institution’s systemically important assets and liabilities, which in our case would be expected toinclude the shares of Nomura Securities Co., Ltd., Nomura Financial Products & Services, Inc. and any of ourother material subsidiaries in Japan that are designated as systemically important by the FSA. Under the Japanese
TLAC Standard, to facilitate that transfer, the Prime Minister of Japan may prohibit by its designation creditorsof the financial institution from attaching any of our assets and claims which are to be transferred to a bridgefinancial institution or another financial institution pursuant to Article 126-16 of the Deposit Insurance Act (orany successor provision thereto). See also “Item 4. Information on the Company—B. Business Overview—
Regulation—Japan” in our most recent annual report on Form 20-F, which is incorporated herein by reference. In
addition, with respect to the Notes, given that they are governed by the laws of the State of New York, the termsof the Notes will, in order to satisfy the requirements under the Japanese TLAC Standard, expressly limit theability of the Noteholders to initiate any action to attach any of our assets, the attachment of which is so
prohibited by the Prime Minister of Japan under Article 126-16 of the Deposit Insurance Act (or any successor
provision thereto) for a period of 30 days from and including the date upon which the Prime Minister of Japan
confirms that specified item 2 measures (tokutei dai nigō sochi) need to be applied to us. See “Description of theNotes—Limitation on Actions for Attachment.” The value of assets subject to a prohibition of attachment may
decline while such prohibition is in effect, and following such period, Noteholders will be unable to attach any
assets that have been transferred to a bridge financial institution or such other financial institution as part of ourorderly resolution. The Deposit Insurance Corporation would also control the repayment of liabilities of thefinancial institution, and, ultimately, facilitate the orderly resolution of the financial institution through courtadministrated insolvency proceedings. The Deposit Insurance Corporation has broad discretion in its applicationof these measures in accordance with the Deposit Insurance Act, Japanese insolvency laws and other relevant
laws.
Under current Japanese laws and regulations, if we become subject to specified item 2 measures (tokutei
dai nigō sochi), the application of specified item 2 measures (tokutei dai nigō sochi) or other measures by, or any
decision of, the Prime Minister of Japan, the Deposit Insurance Corporation or a Japanese court may result inyour rights as a Noteholder or the value of your investment in the Notes being adversely affected. Under theJapanese TLAC Standard, it is currently expected that the Notes will not be transferred to a bridge financial
institution or other transferee in the orderly resolution process but will remain as our liabilities subject to courtadministered insolvency proceedings. On the other hand, in an orderly resolution process, the shares of ourmaterial subsidiaries may be transferred to a bridge financial institution or other transferee, pursuant to theauthority of the Deposit Insurance Corporation to represent and manage and dispose of our assets under
Article 126-5 of the Deposit Insurance Act (or any successor provision thereto), with permission of a Japanesecourt in accordance with Article 126-13 of the Deposit Insurance Act (or any successor provision thereto), which
permission may be granted by court in accordance with the Deposit Insurance Act if (i) the financial institution isunder special supervision (tokubetsu kanshi) by, or under special control (tokutei kanri) of, the Deposit Insurance
Corporation pursuant to the Deposit Insurance Act, and (ii) the financial institution is, or is likely to be, unable tofully perform its obligations with its assets, or the financial institution has suspended, or is likely to suspend,
repayment of its obligations, and we would only be entitled to receive consideration representing the fair valuesof such shares, which could be significantly less than the book values of such shares. With respect to suchtransfer, given that the Notes are governed by the laws of the State of New York, in order to satisfy therequirements under the Japanese TLAC Standard, Noteholders expressly acknowledge, accept, consent and agree
to any transfer of our assets (including shares of our subsidiaries) or liabilities, or any portions thereof, withpermission of a Japanese court in accordance with Article 126-13 of the Deposit Insurance Act (or any successor
provision thereto), including any such transfer made pursuant to the authority of the Deposit Insurance
Corporation to represent and manage and dispose of our assets under Article 126-5 of the Deposit Insurance Act(or any successor provision thereto). See “Description of the Notes—Permitted Transfer of Assets or Liabilities.”
Following such transfer, the recoverable value of our residual assets in court-administered insolvency
proceedings may not be sufficient to fully satisfy any payment obligations that we may have under our liabilities,
including the Notes. Moreover, the Notes will not be insured or guaranteed by the Deposit Insurance Corporation
S-13

or any other government agency or insurer. Accordingly, the Noteholders may lose all or a portion of theirinvestments in the Notes in court-administered insolvency proceedings.
The circumstances surrounding or triggering orderly resolution are unpredictable, and the Japanese TLAC
Standard is subject to change.
The application of orderly resolution under the Deposit Insurance Act is inherently unpredictable anddepends on a number of factors that may be beyond our control. The commencement of the orderly resolution
process under the Deposit Insurance Act depends on, among other things, a determination by the Prime Ministerof Japan, following deliberation by the Financial Crisis Management Meeting, regarding our viability, or theviability of one or more of our subsidiaries, and the risk that their failures may cause a significant disruption to
the financial market or systems in Japan. Under the Japanese TLAC Standard, it is possible that specified item 2
measures (tokutei dai nigō sochi) may be applied to us as a result of, among other things, absorption of losses by
us on our loans to, or investments in, or any other Internal TLAC of, Nomura Securities Co., Ltd., Nomura
Financial Products & Services, Inc. or any of our other material subsidiaries or sub-groups in Japan that aredesignated as systemically important by the FSA, or any of our foreign subsidiaries that are subject to TLAC
requirements or similar requirements imposed by a relevant foreign authority, prior to the failure of such
subsidiary, pursuant to the terms of such loans, investments or other Internal TLAC or in accordance withapplicable Japanese or foreign laws or regulations then in effect. However, under the Japanese TLAC Standard,
the actual measures to be taken will be determined by the relevant authorities on a case-by-case basis, and, as aresult, it may be difficult to predict when, if at all, we may become subject to an orderly resolution process.
Accordingly, the market value of the Notes may not necessarily be evaluated in a manner similar to other typesof notes issued by non-financial institutions or by financial institutions subject to different regulatory regimes.
For example, any indication that we are approaching circumstances that could result in us becoming subject to anorderly resolution process could also have an adverse effect on the market price and liquidity of the Notes.
In addition, there has been no application of the orderly resolution measures under the Deposit
Insurance Act described in this prospectus supplement to date. Such measures are untested and will be subject tointerpretation and application by the relevant authorities in Japan. It is uncertain how and under what standards
the relevant authorities would determine that we are, or are deemed likely to be, unable to fully perform ourobligations with our assets, or that we have suspended, or are deemed likely to suspend, repayment of ourobligations in determining whether to commence an orderly resolution process, and it is possible that particular
circumstances that seem similar may lead to different results. In addition, the sequence and specific actions thatwill be taken in connection with orderly resolution measures and their impact on the Notes are uncertain. It isalso uncertain whether a sufficient amount of assets will ultimately be available to the Noteholders. Our
creditors, including the Noteholders, may encounter difficulty in challenging the application of orderly resolution
measures to us.
The Japanese TLAC Standard requires us to maintain external TLAC eligible instruments in an amount
not less than 16% of our consolidated risk-weighted assets and 6% of the applicable Basel III consolidated
leverage ratio denominator starting from March 31, 2021, and not less than 18% of our consolidated riskweighted assets and 6.75% of the applicable Basel III consolidated leverage ratio denominator starting fromMarch 31, 2024. In addition, under the Japanese TLAC Standard our access to Japan’s deposit insurance fundreserves qualifies as TLAC in the amount equivalent to 2.5% of our consolidated risk-weighted assets fromMarch 31, 2021 and 3.5% of our consolidated risk-weighted assets from March 31, 2024. Although we expect theNotes to qualify as external TLAC debt under the Japanese TLAC Standard, when it becomes applicable to us,
due in part to their structural subordination, there is no assurance that the Notes will qualify as such, which could
affect our ability to meet the minimum TLAC requirements and subject us to potential adverse regulatory action.
In addition, the Japanese TLAC Standard may be subject to change and, if such changes occur, we may need toissue debt instruments in the future with terms that differ from those of the Notes, which in turn could adversely
affect the value of the Notes.

S-14

The Notes are unsecured obligations.
Because the Notes are unsecured obligations, their repayment may be compromised if:•

we enter into bankruptcy, liquidation, rehabilitation or other winding-up proceedings;•

we default in payment under our secured indebtedness or other unsecured indebtedness; or•

any of our indebtedness is accelerated.

If any of these events occurs, our assets may not be sufficient to pay amounts due on the Notes.
A portion of our other debt is secured by our assets. In addition, as is common with most Japanese
corporations, our loan agreements relating to short-term and long-term debt with Japanese banks and someinsurance companies require that we provide collateral for the benefit of the lenders at any time upon request by
the lenders if it has become necessary to protect their loan receivables. Lenders whose loans constitute a majorityof our indebtedness have the right to make such request. Although we have not received any requests of this kindfrom our lenders, there can be no assurance that our lenders will not request us to provide such collateral in the
future. Most of these loan agreements, and some other loan agreements, contain rights of the lenders to offset
cash deposits held by them against loans to us under specified circumstances. Whether the provisions in our loan
agreements and debt arrangements described above can be enforced will depend upon factual circumstances.
However, if they are enforced, the secured claims of these lenders and banks would, by virtue of such security,
have priority over our assets and would rank senior to the claims of holders of the Notes.
The ratings of the Notes may change after issuance of the Notes, and those changes may have an adverse
effect on the market prices and liquidity of the Notes.
We intend to apply for credit ratings for the Notes. Our credit ratings may not reflect the potential
impact of all risks relating to the market value of the Notes. However, real or anticipated changes in our credit
ratings will generally affect the market value of the Notes.
In addition, other rating agencies may assign credit ratings to the Notes with or without any solicitationfrom us and without any provision of information from us. A rating is not a recommendation to buy, sell or holdsecurities and may be subject to revision, suspension or withdrawal, the assignment of new ratings that are lower
than existing ratings, or a downgrade or potential downgrade in the ratings assigned to us, our subsidiaries or anyof our respective securities and could reduce the scope of potential investors in the Notes and adversely affect theprice and liquidity of the Notes. We have no obligation to inform Noteholders of any such downgrade,suspension, withdrawal or revision.
There are no prior markets for the Notes and if markets develop, they may not be liquid.
Although approval-in-principle has been received for the listing and quotation of the Notes on the
SGX-ST, there can be no assurance that any liquid markets for the Notes will ever develop or be maintained. The
underwriters have informed us that they currently intend to make a market in each series of the Notes following
the offering. However, the underwriters have no obligation to make a market in the Notes and they may stop at
any time. Further, there can be no assurance as to the liquidity of any markets that may develop for the Notes or
the prices at which you will be able to sell your Notes, if at all. Future trading prices of the Notes will depend on
many factors, including:•prevailing interest rates;•

our financial condition and results of operations;•the then-current ratings assigned to the Notes;
S-15

•

the market for similar securities; and•general economic conditions.

Any trading markets that develop would be affected by many factors independent of and in addition to
the foregoing, including the time remaining to the maturity of the Notes; the outstanding amount of the Notes;
and the level, direction and volatility of market interest rates generally.
The Indenture and the Notes contain very limited restrictive covenants and provide limited protection in theevent of a change in control.
The Indenture in respect of the Notes and the Notes do not contain any financial covenants or otherrestrictions on our ability to pledge or dispose of assets or to secure other indebtedness, pay dividends on ourshares of common stock, incur indebtedness or our ability to issue new securities or repurchase our outstanding
securities. These or other actions by us could adversely affect our ability to pay amounts due on the Notes. In
addition, the Indenture and the Notes do not contain any covenants or other provisions that afford more thanlimited protection to Noteholders in the event of a change in control. See “Description of Senior Debt Securities
Issued under the Senior Debt Indenture between Nomura Holdings, Inc. and Citibank, N.A.—Mergers andSimilar Transactions” in the accompanying prospectus.

S-16

USE OF PROCEEDS
We expect to receive a total of approximately $2,986 million in net proceeds from this offering, after
deducting underwriting discounts and estimated offering expenses payable by us. We intend to use the net
proceeds from the sales of the Notes for loans to our subsidiaries, including Nomura Securities Co., Ltd., which
will use such funds for their general corporate purposes.

S-17

CAPITALIZATION AND INDEBTEDNESSThe following table sets forth our consolidated capitalization and indebtedness as of September 30, 2019presented in accordance with U.S. GAAP, as adjusted to give effect to the offering of the Notes. You should readthis table in conjunction with the consolidated financial statements and related notes incorporated by reference inthis prospectus supplement.
As of September 30, 2019
ActualAs Adjusted(millions of yen)

Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes being issued(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NHI shareholders’ equity:
Common stock—no par value(Authorized: 6,000,000,000 shares;
Issued: 3,493,562,601 shares;
Outstanding: 3,231,844,651 shares)(2) . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . .
Common stock held in treasury, at cost
(261,717,950 shares) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥950,061
7,914,637—¥

950,061
7,914,637
324,330

594,493
682,851
1,638,347(67,443)594,493
682,851
1,638,347(67,443)(140,370)(140,370)

Total NHI shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,707,878

2,707,878

Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

80,29780,297

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,788,175

2,788,175

Total Capitalization and Indebtedness . . . . . . . . . . . . . . .

¥11,652,873¥

11,977,203

Notes:(1)(2)

The Notes being issued have been translated to Japanese yen for the purposes of this table at the following foreign currency
exchange rate: ¥108.11 per $1.00, the noon buying rate in New York City for cable transfers in foreign currencies as certified forcustoms purposes by the Federal Reserve Bank of New York as of September 30, 2019.
Between October 1, 2019 and December 31, 2019, we repurchased a total of 146,413,100 shares of common stock as part of ourexisting share buyback program through on-exchange purchases via a trust bank.

Except as disclosed above, there has been no material change in our consolidated capitalization andindebtedness since September 30, 2019.

S-18

SELECTED FINANCIAL AND OTHER INFORMATION
The following table presents selected financial information as of and for the fiscal years ended
March 31, 2015, 2016, 2017, 2018 and 2019, which is derived from our consolidated financial statements as ofand for the same periods, and as of and for the six months ended September 30, 2018 and 2019, which is derived
from our unaudited interim consolidated financial statements as of and for the same periods. These financial
statements are prepared in accordance with U.S. GAAP. Certain reclassifications of previously reported amounts
have been made to conform to the current period presentation.
The consolidated financial statements of Nomura Holdings, Inc. included in our most recent annual
report on Form 20-F for the fiscal year ended March 31, 2019, which is incorporated herein by reference, havebeen audited in accordance with the standards of the Public Company Accounting Oversight Board (UnitedStates) by Ernst & Young ShinNihon LLC, our independent registered public accounting firm.
You should read the U.S. GAAP selected consolidated financial information presented below together
with the information included in “Item 5. Operating and Financial Review and Prospects” and the audited
consolidated financial statements, including the notes thereto, in our most recent annual report on Form 20-F,
which is incorporated herein by reference, and the information included in our current reports on Form 6-K dated
November 21, 2019 and December 13, 2019, which are incorporated herein by reference and which containdiscussions of our interim operating and financial review as of September 30, 2019 and for the six months ended
September 30, 2018 and 2019. The information presented below is qualified in its entirety by reference to that
information.
Six months ended
Fiscal year ended March 31,
September 30,
2015
2016
2017
2018
2019
2018
2019
(millions of yen, except per share data, number of shares and percentages)
Statement of income data:
Total revenue . . . . . . . . . . . . . . . . . . . ¥ 1,930,588 ¥ 1,723,096 ¥ 1,715,516 ¥ 1,972,158 ¥ 1,835,118 ¥Interest expense . . . . . . . . . . . . . . . . .
326,412
327,415
312,319475,189
718,348879,366 ¥ 1,085,283
324,447
369,902

Net revenue . . . . . . . . . . . . . . . . . . . .
Non-interest expenses . . . . . . . . . . . .

1,604,176
1,257,417

1,395,681
1,230,523

1,403,197
1,080,402

1,496,969
1,168,811

1,116,770
1,154,471

554,919
540,809715,381
512,089

Income (loss) before income taxes . . .
Income tax expense . . . . . . . . . . . . . .

346,759
120,780

165,158
22,596

322,795
80,229328,158
103,866(37,701)
57,010

14,110
16,633203,292
6,042

Net income (loss) . . . . . . . . . . . . . . . .
Less: Net income attributable tonon-controlling interests . . . . . . . .

225,979

142,562

242,566

224,292(94,711)(2,523)

197,250

1,194

11,012

2,949

4,949

5,731

3,487

2,843

224,785 ¥

131,550 ¥239,617 ¥(6,010) ¥194,407

Net income (loss) attributable to
NHI shareholders . . . . . . . . . . . . . . ¥219,343 ¥ (100,442) ¥Balance sheet data (period end):
Total assets(1) . . . . . . . . . . . . . . . . . . . ¥ 41,705,236 ¥ 40,934,217 ¥ 42,531,972 ¥ 40,343,947 ¥ 40,969,439 ¥ 45,360,339 ¥ 45,677,106
Total NHI shareholders’ equity . . . . .
2,707,774
2,700,239
2,789,916
2,749,320
2,631,061
2,800,777
2,707,878
Total equity . . . . . . . . . . . . . . . . . . . .
2,744,946
2,743,015
2,843,791
2,799,824
2,680,793
2,846,010
2,788,175
Common stock . . . . . . . . . . . . . . . . . .
594,493594,493594,493594,493594,493594,493594,493
Per share data:
Net income (loss) attributable to
NHI shareholders—basic . . . . . . . . ¥61.66 ¥
36.53 ¥
67.29 ¥
63.13 ¥
(29.90) ¥(1.77) ¥58.89
Net income (loss) attributable to
NHI shareholders—diluted . . . . . .
60.03
35.52
65.65
61.88
(29.92)(1.78)
57.66
Total NHI shareholders’ equity(2) . . .
752.40748.32790.70810.31
794.69828.02
837.87
Cash dividends(2) . . . . . . . . . . . . . . . .
19.00
13.00
20.00
20.00
6.00
3.00
15.00
Cash dividends in USD(3) . . . . . . . . . . $0.16 $
0.12 $
0.18 $
0.19 $
0.05 $
0.03 $
0.14
Weighted average number of shares
outstanding (in thousands)(4) . . . . .
3,645,515
3,600,701
3,560,776
3,474,593
3,359,565
3,394,856
3,301,269
Return on equity(5): . . . . . . . . . . . . .
8.6%
4.9%
8.7%
7.9%
(3.7)%-

S-19

Notes:
(1)

(2)
(3)

(4)
(5)

Due to the changes in our accounting policy which were adopted on April 1, 2018, certain reclassifications of previously reported
amounts have been made to the total assets as of March 31, 2015, 2016, 2017 and 2018. The numbers as of March 31, 2015, 2016
and 2017 are unaudited. See Note 1 to our consolidated financial statements included in our annual report on Form 20-F for the
fiscal year ended March 31, 2019, which is incorporated herein by reference, for a description of our accounting policies.
Calculated using the number of shares outstanding at end of the respective fiscal year or period.
Calculated using the Japanese Yen—U.S. Dollar exchange rate as of the respective fiscal year or period end date utilizing the noonbuying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve
Bank of New York.
The number shown is used to calculate basic earnings per share.
Calculated as net income (loss) attributable to NHI shareholders divided by total NHI shareholders’ equity.

S-20

DESCRIPTION OF THE NOTESThis section describes the specific financial and legal terms of the Notes and supplements the moregeneral description under “Description of Senior Debt Securities Issued under the Senior Debt Indenture
between Nomura Holdings, Inc. and Citibank, N.A.” in the accompanying prospectus. To the extent that thefollowing description is inconsistent with the terms and provisions described under “Description of Senior Debt
Securities Issued under the Senior Debt Indenture between Nomura Holdings, Inc. and Citibank, N.A.” in theaccompanying prospectus, the following description replaces the description of the general terms and provisions
in the accompanying prospectus.
It is important for you to consider the information contained in the accompanying prospectus and thisprospectus supplement and any applicable pricing term sheet before deciding whether to invest in the Notes.
Whenever a defined term is referred to but not defined in this section, the definition of that term is contained in
the accompanying prospectus or in the Citibank Indenture referred to therein.
GeneralWe will offer the Notes under a senior debt indenture between us, as issuer, and Citibank, N.A., as
Trustee, to be dated as of January 16, 2020 (the “Indenture”). The Indenture will be qualified under the Trust
Indenture Act of 1939, as amended.
The Notes of each series will be issued only in fully registered form without coupons. The Notes will be
our direct, unconditional, unsubordinated and unsecured obligations and rank pari passu and without preference
among themselves and with all other unsecured obligations, other than our subordinated obligations (except for
statutorily preferred exceptions) from time to time outstanding.
We are a holding company and conduct substantially all of our operations through our subsidiaries. As aresult, claims of holders of the Notes will be structurally subordinated to claims of creditors of our subsidiaries.
In addition, we have been classified as one of the TLAC Covered SIBs, and the FSA has expressed its view that
SPE resolution would be the preferred strategy for resolution of the TLAC Covered SIBs. As a result, the Notes
are expected to become subject to loss absorption if we become subject to orderly resolution measures under theCompanies Act, the Financial Instruments and Exchange Act, the Deposit Insurance Act and Japanese insolvency
laws. These restrictions could prevent our subsidiaries from paying the cash to us that we need in order to makepayments under the Notes. See “Risk Factors—Risks Relating to the Notes—The Notes will be structurally
subordinated to indebtedness and other liabilities of our subsidiaries, including Nomura Securities Co., Ltd. andNomura Financial Products & Services, Inc.” and “Risk Factors—Risks Relating to the Notes—The Notes may
become subject to loss absorption if we become subject to orderly resolution measures under the Deposit
Insurance Act and Japanese insolvency laws. As a result, the value of the Notes could be materially adversely
affected, and you may lose all or a portion of your investments.”
The Notes will not be redeemable prior to maturity, except as set forth in “Description of Senior Debt
Securities Issued under the Senior Debt Indenture between Nomura Holdings, Inc. and Citibank, N.A.—Optional
Tax Redemption” in the accompanying prospectus, and will not be subject to any sinking fund.
The Notes and the Indenture will be governed by and construed in accordance with the laws of the State
of New York.
The Indenture and the Notes will not contain any financial covenants or other restrictions on thepayment of dividends on shares of our common stock, the incurrence of unsecured indebtedness, or the issuanceor repurchase of our securities. In addition, the Indenture and the Notes will not contain any covenants or otherprovisions to afford protection to Noteholders in the event of a highly leveraged transaction or a change incontrol of Nomura Holdings, Inc.
S-21

Principal, Maturity and Interest
The initial aggregate principal amount of the 5-year Notes and the 10-year Notes is $1,500,000,000 and$1,500,000,000, respectively. The 5-year Notes will mature on January 16, 2025 and the 10-year Notes will
mature on January 16, 2030. The Notes of each series will be repaid at maturity at a price of 100% of theprincipal amount thereof. We will issue the Notes in denominations of $200,000 and integral multiples of $1,000
in excess thereof.
The 5-year Notes will bear interest at the rate of 2.648% per annum and the 10-year Notes will bearinterest at the rate of 3.103% per annum, from and including January 16, 2020 to but excluding the maturity date,payable semi-annually in arrears on January 16 and July 16 of each year, subject to adjustments as described in
the next sentence, commencing on July 16, 2020, to the holders of record as at 5:00 p.m. (New York City time)on the day five Business Days immediately preceding such interest payment date. If any payment is due on theNotes on any interest payment date, other than the maturity date, that is not a Business Day, payment will bemade on the day that is the next succeeding Business Day. If the maturity date with respect to either series of theNotes falls on a day that is not a Business Day, payments of principal and interest otherwise due on such day will
be made on the next succeeding Business Day. Payments postponed to the next succeeding Business Day in suchsituations will be treated under the Indenture as if they were made on the original due date. Postponement of thiskind will not result in a default under the Notes or the Indenture, and no interest will accrue on the postponed
amount from the original due date to the next succeeding Business Day.
A “Business Day” means a New York business day, a London business day and a Tokyo business day.
Payments on the Notes will be made in accordance with any laws, regulations or administrative
practices applicable to us and our agents in respect thereof, including requirements under Japanese tax law.
If and to the extent we shall default in the payment of the interest due on the interest payment date, suchdefaulted interest shall be paid to the person in whose name the relevant Note is registered at the close of businesson a subsequent record date, which shall not be less than five Business Days prior to the payment of such defaulted
interest, established by notice given by mail or in accordance with clearing system procedures by or on behalf of us
to the holder of the relevant Note not less than fifteen days preceding such subsequent record date.
Additional Amounts
If payments of principal and interest on the Notes are subject to withholding or deduction underJapanese tax law, we will pay such additional amounts, subject to certain exceptions, in respect of Japanese taxes
as will result in the payment of amounts otherwise receivable absent any such withholding or deduction. For
further details regarding additional amounts, see “Description of Senior Debt Securities Issued under the Senior
Debt Indenture between Nomura Holdings, Inc. and Citibank, N.A.—Payment of Additional Amounts” in theaccompanying prospectus. References to principal and interest in respect of the Notes include any additionalamounts which may be payable in respect of the principal or interest.
Events of Default and Remedies
Noteholders will have special rights if an event of default occurs. You should read the information under
the heading “Description of Senior Debt Securities Issued under the Senior Debt Indenture between Nomura
Holdings, Inc. and Citibank, N.A.—Default, Remedies and Waiver of Default” in the accompanying prospectus,
provided that, for the purposes of the Notes, the first bullet point under such caption is hereby updated as follows:•

We do not pay the principal or any premium on any senior debt security of that series on thedue date and the non-payment continues for a period of 30 days.

Repurchases
We or any of our subsidiaries may, at any time, subject to prior confirmation of the FSA (if suchconfirmation is required under the Financial Instruments and Exchange Act or any other applicable laws andS-22

regulations then in effect), purchase any or all of the Notes in the open market or otherwise at any price inaccordance with any applicable law or regulation. Subject to applicable law, neither we nor any of our
subsidiaries shall have any obligation to purchase or offer to purchase any Notes held by any Noteholder as aresult of our or its purchase or offer to purchase Notes held by any other holder in the open market or otherwise.
Any such Notes purchased by us or any of our subsidiaries may, at our discretion or the discretion of the relevant
subsidiary, as the case may be, be held, resold or surrendered to the Trustee for cancellation by us or any such
subsidiary, as the case may be. The Notes so purchased, while held by or on behalf of us or any such subsidiary,as the case may be, shall not entitle the Noteholder to vote at any meetings of the holders of the relevant series ofNotes and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of theholders of such series of Notes or for the purposes of “Description of Senior Debt Securities Issued under the
Senior Debt Indenture between Nomura Holdings, Inc. and Citibank, N.A.—Default, Remedies and Waiver ofDefault—Remedies If an Event of Default Occurs” in the accompanying prospectus.
Limitation on Actions for Attachment
Each Noteholder and the Trustee acknowledge, accept, consent and agree, for a period of 30 days fromand including the date upon which the Prime Minister of Japan confirms that specified item 2 measures (tokutei
dai nigō sochi), which are the measures set forth in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance
Act (or any successor provision thereto), need to be applied to us, not to initiate any action to attach any of ourassets, the attachment of which has been prohibited by designation of the Prime Minister of Japan pursuant to
Article 126-16 of the Deposit Insurance Act (or any successor provision thereto).
We shall, as soon as practicable after the Prime Minister of Japan has confirmed that specified item 2
measures (tokutei dai nigō sochi) set forth in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act (orany successor provision thereto) need to be applied to us, deliver a written notice of such event to the
Noteholders and the Trustee through DTC. Any failure or delay by us to provide such written notice shall notchange or delay the effect of the acknowledgement, acceptance, consent and agreement of the Noteholders or the
Trustee described in the preceding paragraph.
Limited Rights to Set Off by Noteholders
Subject to applicable law, each Noteholder, by the acceptance of any interest in the Notes, agrees that, if(a) we shall institute proceedings seeking adjudication of bankruptcy or seeking reorganization under the
Bankruptcy Act, the Civil Rehabilitation Act, the Corporate Reorganization Act, the Companies Act or any othersimilar applicable law of Japan, and as long as such proceedings shall have continued, or a decree or order by any
court having jurisdiction shall have been issued adjudging us bankrupt or insolvent or approving a petition
seeking reorganization under any such laws, and as long as such decree or order shall have continued
undischarged or unstayed, or (b) our liabilities exceed, or may exceed, our assets, or we suspend, or may
suspend, repayment of our obligations, it will not, and waives its right to, exercise, claim or plead any right of set
off, compensation or retention in respect of any amount owed to it by us arising under, or in connection with, theNotes or the Indenture.
Permitted Transfer of Assets or Liabilities
Notwithstanding certain requirements under the Indenture relating to our ability to merge or consolidate
with or merge into, or sell, assign, transfer, lease or convey all or substantially all of our properties or assets toany person or persons, each Noteholder and the Trustee acknowledge, accept, consent and agree to any transferof our assets (including shares of our subsidiaries) or liabilities, or any portions thereof, with permission of aJapanese court in accordance with Article 126-13 of the Deposit Insurance Act (or any successor provision
thereto), including any such transfer made pursuant to the authority of the Deposit Insurance Corporation torepresent and manage and dispose of our assets under Article 126-5 of the Deposit Insurance Act (or any
successor provision thereto), and that any such transfer shall not constitute a sale, assignment, transfer, lease orconveyance of our properties or assets for the purpose of such requirements.
S-23

Further Issuances
We reserve the right, from time to time, without the consent of the Noteholders for either series, to issue
additional Notes of such series on terms and conditions identical to those of the Notes of that series, which
additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single
series with, the Notes of that series. We may also issue other securities under the Indenture as part of a separate
series that have different terms from the Notes.
Additional Notes may be issued with original issue discount for U.S. federal income tax purposes(“OID”). Purchasers of Notes after the date of any further issue will not be able to differentiate between Notes
sold as part of the further issue and previously sold Notes. Therefore, purchasers of Notes after a further issue
may be required to accrue OID for U.S. federal income tax purposes with respect to their Notes. This may affectthe price of outstanding Notes following a further issue. Because of the possible application of the U.S. federal
income tax rules regarding OID to a further issue of Notes, purchasers are advised to consult their own tax
advisors prior to purchasing such Notes.
Methods of Receiving Payments
The principal of, and interest and additional amounts on, the Notes represented by the global notes will
be payable in U.S. dollars. We will cause the paying agent to pay such amounts, on the dates payment is to be
made, directly to DTC.
Trustee
The Trustee for the Noteholders will be Citibank, N.A., located at 388 Greenwich Street, New York,New York 10013, United States of America.
Paying Agent, Registrar and Transfer Agent
Citibank, N.A., London Branch, Corporate Trust Department, Citigroup Centre, Canada Square, Canary
Wharf, London E14 5LB, United Kingdom, will initially act as paying agent, registrar and transfer agent for theNotes. We may change the paying agent, registrar or transfer agent without prior notice to the Noteholders, andwe or any of our subsidiaries may act as paying agent, registrar or transfer agent.
SGX-ST Listing
The Notes will be traded on the SGX-ST in a minimum board lot size of $200,000 for so long as theNotes are listed on the SGX-ST.
So long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require, in the event thatthe global notes are exchanged for definitive notes in certificated form, we shall appoint and maintain a paying
agent in Singapore, at the specified office of which the Notes may be presented or surrendered for payment orredemption. In addition, an announcement of such exchange shall be made by or on behalf of us through the
SGX-ST. Such announcement will include all material information with respect to the delivery of the definitivenotes, including details of the paying agent in Singapore.
Transfer and Exchange
A holder of Notes issued in definitive form may transfer or exchange Notes in accordance with the
Indenture. The registrar and the Trustee may require a Noteholder, among other things, to furnish appropriate
endorsements and transfer documents, and to pay any taxes and fees required by law or permitted by the
Indenture.
We will treat the registered Noteholder as the owner of that Note for all purposes, except as describedabove under “—Methods of Receiving Payments.” See “—Book-Entry, Delivery and Form” below.
S-24

Clearance and Settlement
The Notes have been accepted for clearance through DTC for the accounts of its participants, including
Clearstream and Euroclear.
Book-Entry, Delivery and Form
Each series of Notes will be represented by one or more global notes. The global notes will be deposited
upon issuance with Cede & Co., as nominee for DTC or its custodian, and registered in the name of DTC or its
nominee, in each case for credit to the accounts of direct or indirect participants, including Clearstream andEuroclear.
Except as otherwise described in this prospectus supplement, the global notes may be transferred, inwhole and not in part, only to DTC, a nominee of DTC or to a successor of DTC or its nominee. You may notexchange your beneficial interests in the global notes for Notes in certificated form except in limited
circumstances. In addition, transfers of beneficial interests in the global notes will be subject to the applicable
rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Clearstream
and Euroclear), which may change from time to time. It is expected that delivery of the Notes will be madeagainst payment for the Notes on or about January 16, 2020. The security codes for the 5-year Notes are CUSIP
65535H AP4; ISIN: US65535HAP47; Common Code: 209831872; and for the 10-year Notes are CUSIP:
65535H AQ2; ISIN: US65535HAQ20; Common Code: 209831953.

S-25

TAXATION
Japanese Taxation
Investors should read carefully the description of a summary of Japanese tax consequences under“Taxation—Japanese Taxation” in the accompanying prospectus.
United States Taxation
For a discussion of the material U.S. federal income tax considerations applicable to the Notes, pleasesee “Taxation—United States Taxation” in the accompanying prospectus.

S-26

UNDERWRITING (CONFLICTS OF INTEREST)
Under the terms and subject to the conditions set forth in an underwriting agreement dated January 9,
2020, between us and the underwriters named below, for whom Nomura Securities International, Inc. andCitigroup Global Markets Inc. are acting as the representatives, the underwriters have severally, and not jointly,
agreed to purchase, and we have agreed to sell to the underwriters, the respective principal amounts of the Notes
listed opposite their names below.
Principal Amount of
5-year Notes

Principal Amount of
10-year Notes

Nomura Securities International, Inc. . . . . . . . . . . . . . . . . . . . . . . . .
Citigroup Global Markets Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SMBC Nikko Securities America, Inc. . . . . . . . . . . . . . . . . . . . . . . .
BBVA Securities Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BNP Paribas Securities Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BofA Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lloyds Securities Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natixis Securities Americas LLC . . . . . . . . . . . . . . . . . . . . . . . . . . .
Standard Chartered Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Swedbank AB (publ) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Morgan Stanley & Co. LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ABN AMRO Securities (USA) LLC . . . . . . . . . . . . . . . . . . . . . . . . .
Banco de Sabadell, S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BANKIA, S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BMO Capital Markets Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BNY Mellon Capital Markets, LLC . . . . . . . . . . . . . . . . . . . . . . . . .
Crédit Agricole Corporate and Investment Bank . . . . . . . . . . . . . . .
Deutsche Bank Securities Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
J.P. Morgan Securities LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
KKR Capital Markets LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mizuho Securities USA LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rabo Securities USA, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Scotia Capital (USA) Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Société Générale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
UniCredit Capital Markets LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 534,300,000
300,000,000
60,000,000
56,250,000
56,250,000
56,250,000
56,250,000
56,250,000
56,250,000
56,250,000
18,750,000
13,800,000
13,800,000
13,800,000
13,800,000
13,800,000
13,800,000
13,800,000
13,800,000
13,800,000
13,800,000
13,800,000
13,800,000
13,800,000
13,800,000$ 534,300,000
300,000,000
60,000,000
56,250,000
56,250,000
56,250,000
56,250,000
56,250,000
56,250,000
56,250,000
18,750,000
13,800,000
13,800,000
13,800,000
13,800,000
13,800,000
13,800,000
13,800,000
13,800,000
13,800,000
13,800,000
13,800,000
13,800,000
13,800,000
13,800,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,500,000,000$1,500,000,000

Underwriters

The underwriters are entitled to be released and discharged from their obligations under, and toterminate, the underwriting agreement in certain circumstances prior to paying us for the Notes. If an underwriterdefaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters
may be increased. The underwriters are offering the Notes subject to their acceptance of the Notes from us andsubject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay
for and accept delivery of the Notes are subject to approval of certain legal matters by their counsel and to certain
other conditions.
One or more of the underwriters may not be U.S.-registered broker-dealers. All sales of securities in the
United States will be made by or through U.S.-registered broker-dealers, which may include affiliates of one ormore of the underwriters.
The underwriting agreement provides that we will indemnify the underwriters and their affiliates against
specified liabilities, including liabilities under the Securities Act, in connection with the offer and sale of the
S-27

Notes, and will contribute to payments the underwriters and their affiliates may be required to make in respect of
those liabilities.
Commissions
The underwriters have advised us that they propose initially to offer each series of the Notes at the
public offering prices listed on the cover page of this prospectus supplement.
After the initial offering, the public offering prices, concessions or any other term of the offering may bechanged. The underwriters have agreed to purchase each series of the Notes from us at the public offering priceless an underwriting commission of 0.350% of the principal amount of the 5-year Notes and 0.450% of theprincipal amount of the 10-year Notes.
The estimated expenses, not including the underwriting commission, in connection with the offer andsale of the Notes payable by us include the following:
Securities and Exchange Commission registration fee . . . . . . . . . . . . . . $Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trustee, registrar and paying agent fees and expenses . . . . . . . . . . . . . .
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

389,400
863,000
120,000
107,000
62,000Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,541,400
We have agreed to reimburse the underwriters for certain expenses in connection with this offering.
New Issue of the Notes
The Notes are a new issue of securities with no established trading market. Approval-in-principle has
been received for the listing and quotation of the Notes on the SGX-ST. Certain underwriters have advised usthat they presently intend to make a market in the Notes after completion of this offering. Nomura Securities
International, Inc. may use this prospectus supplement and the accompanying prospectus in connection with suchmarket-making activity. Such market making activity will be subject to the limits imposed by applicable laws.
However, they are under no obligation to do so and may discontinue any market-making activities at any time
without any notice. Broker-dealers subject to prospectus delivery requirements may be unable to engage inmarket-making transactions during certain periods of the year. We cannot assure the liquidity of the trading
market for the Notes. If an active trading market for the Notes does not develop, the market price and liquidity of
the Notes may be adversely affected. If the Notes are traded, they may trade at a discount from their initial public
offering price, depending on prevailing interest rates, the market for similar securities, our operating performanceand financial condition, general economic conditions and other factors. See “Risk Factors—Risks Relating to theNotes—There are no prior markets for the Notes and if markets develop, they may not be liquid.”
Settlement
We expect that delivery of the Notes will be made to investors on or about January 16, 2020, which isthe fifth New York business day following the date of pricing of the Notes. Under Rule 15c6-1 of the ExchangeAct, trades in the secondary market generally are required to settle in two business days unless the parties to any
such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the deliveryof the Notes may be required, by virtue of the fact that the Notes initially will settle five New York business days
after pricing of the Notes, to specify an alternate settlement cycle at the time of any such trade to prevent failed
settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should
consult their own advisors.
S-28

No Sales of Similar Securities
During the period commencing on the date hereof and ending the closing date of this offering, we haveagreed that we will not, without first obtaining the prior written consent from the representatives, directly or
indirectly, issue, sell, offer or contract to sell, grant any option for the sale of, or otherwise transfer or dispose of,any other U.S. dollar-denominated senior debt securities of ours with a maturity greater than one year or any
securities that are convertible into, or exchangeable for, the Notes or such other U.S. dollar-denominated seniordebt securities, except for the Notes sold to the underwriters pursuant to the underwriting agreement.
Price Stabilization and Short Positions
In connection with the offering, the underwriters and/or any person acting on behalf thereof maypurchase and sell the Notes in the open market and engage in other transactions, subject to applicable laws andregulations. These transactions may include short sales, stabilizing transactions and purchases to cover positions
created by short sales. Short sales involve the sale by the underwriters and/or any person acting on behalf thereofof a greater principal amount of the Notes than they are required to purchase from us in the offering. Stabilizing
transactions consist of bids or purchases by the underwriters and/or any person acting on behalf thereof for the
purpose of preventing or retarding a decline in the market price of the Notes while the offering is in progress.
These transactions may also include stabilizing transactions by the underwriters and/or any person acting on
behalf thereof for the accounts of the underwriters.
In addition, the managing underwriters may impose a penalty bid. A penalty bid is an arrangement that
permits a managing underwriter to reclaim a selling concession from a syndicate member in connection with theoffering when the Notes originally sold by the syndicate member are purchased in syndicate coveringtransactions.
These activities may stabilize, maintain or otherwise affect the market prices of the Notes. As a result,the price of the Notes may be higher than the price that otherwise might exist in the open market. If these
activities are commenced, they may be discontinued at any time.
Other Relationships
The underwriters and their respective affiliates are full service financial institutions engaged in various
activities, which may include securities trading, commercial and investment banking, financial advisory,investment management, investment research, principal investment, hedging, financing and brokerage activities.
Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the
future perform, various financial advisory and investment banking and commercial banking services for us or our
subsidiaries and affiliates, for which they received or will receive customary fees and expenses.
In the ordinary course of their various business activities, the underwriters and their respective affiliates
may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative
securities), financial instruments (including bank loans), assets, currencies and commodities for their own
account and for the accounts of their customers, and such investment and securities activities may involve
securities, instruments or assets of ours or related to our business, which, for the avoidance of doubt, includes
Nomura Holdings, Inc. or its subsidiaries and affiliates. If any of the underwriters and their respective affiliates
has a lending relationship with us, certain of those underwriters or their affiliates routinely hedge, and certain
other of those underwriters or their affiliates may hedge, their credit exposure to us consistent with theircustomary risk management policies. Typically, these underwriters and their respective affiliates would hedge
such exposure by entering into transactions which consist of either the purchase of credit default swaps or thecreation of short positions in our securities, including potentially the Notes offered hereby. Any such credit
default swaps or short positions could adversely affect future trading prices of the Notes offered hereby. The
underwriters and their respective affiliates may also make investment recommendations and may publish or
S-29

express independent research views in respect of such securities or instruments or in respect of assets, currencies
or commodities that may be related to our business, and may at any time hold, or recommend to clients that theyacquire, long or short positions in such securities, instruments, assets, currencies or commodities.
Conflicts of Interest
Nomura Securities International, Inc., which is acting as one of the representatives of the underwriters inthis offering, is an affiliate of ours and, as a result, has a “conflict of interest” within the meaning of Rule 5121.
Accordingly, this offering is being conducted in compliance with the provisions of Rule 5121. Because thisoffering is of notes that are rated investment grade, pursuant to Rule 5121, the appointment of a “qualified
independent underwriter” is not necessary. Nomura Securities International, Inc. will not confirm sales toaccounts over which it exercises discretionary authority without the prior specific written approval of its
customer.
Selling Restrictions
GeneralNo action has been or will be taken by us that would permit a public offering of the Notes, or possession
or distribution of this prospectus supplement, the accompanying prospectus, any amendment or supplement
hereto or thereto, or any other offering or publicity material relating to the Notes in any country or jurisdiction
outside the United States where, or in any circumstances in which, action for that purpose is required.
Accordingly, the Notes may not be offered or sold, directly or indirectly, and this prospectus supplement, theaccompanying prospectus, any amendment or supplement hereto or thereto, and any other offering or publicity
material relating to the Notes may not be distributed or published, in or from any country or jurisdiction outside
the United States except under circumstances that will result in compliance with applicable laws and regulations.
Japan
The Notes have not been and will not be registered under the Financial Instruments and Exchange Act
and will be subject to the Special Taxation Measures Act. Accordingly, each of the underwriters has represented
and agreed that (i) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell,
the Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used in this item (i) means any
person resident in Japan, including any corporation or other entity organized under the laws of Japan), or toothers for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan,
except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, theFinancial Instruments and Exchange Act and any other applicable laws, regulations and governmental guidelinesof Japan; and (ii) it has not, directly or indirectly, offered or sold and will not, as part of its distribution under theunderwriting agreement relating to the Notes, at any time, directly or indirectly offer or sell the Notes to, or forthe benefit of, any person other than a beneficial owner that is, (a) 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 us as described in
Article 6, paragraph 4 of the Special Taxation Measures Act (excluding an underwriter designated in Article 6,paragraph 10, item 1 of the Special Taxation Measures Act which purchases unsubscribed portions of the Notes
from the other underwriters) or (b) a Japanese financial institution, designated in Article 3-2-2, paragraph 28 of
the Cabinet Order.
CanadaThe Notes may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as
principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions orsubsection 73.3(1) of the Securities Act (Ontario), and that are permitted clients, as defined in National
S-30

Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of
the Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus
requirements of applicable Canadian securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser withremedies for rescission or damages if this prospectus supplement (including any amendment thereto) contains amisrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within thetime limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser shouldrefer to any applicable provisions of the securities legislation of the purchaser’s province or territory forparticulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), theunderwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriterconflicts of interest in connection with this offering.
Prohibition of Sales to EEA Retail Investors
The Notes which are the subject of the offering contemplated by this document, as supplemented by any
applicable supplement or pricing term sheet in relation thereto, may not be offered, sold or otherwise madeavailable and will not be offered, sold or otherwise made available to any retail investor in the EEA. For the
purposes of this provision, the expression “retail investor” means a person who is one (or more) of the following:(a) a retail client as defined in point (11) of MiFID II; or(b) a customer within the meaning of the Insurance Distribution Directive, where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
United Kingdom
Any invitation or inducement to engage in investment activity within the meaning of Section 21 of the
Financial Services and Markets Act 2000 (the “FSMA”), in connection with the issue or sale of any Notes has
only been communicated or caused to be communicated and will only be communicated or caused to becommunicated in circumstances in which Section 21(1) of the FSMA is complied with or does not apply to us,
and all applicable provisions of the FSMA have been complied with and will be complied with in respect toanything done in relation to the Notes in, from or otherwise involving the United Kingdom.
The Netherlands
The Notes are not and may not be offered in the Netherlands other than to persons or entities which are
qualified investors (gekwalificeerde beleggers) (as defined in the Dutch Financial Supervision Act (Wet op het
financieel toezicht) and which includes authorized discretionary asset managers acting for the account of retailinvestors under a discretionary investment contract).
Hong Kong
The Notes may not be offered or sold by means of any document other than (i) in circumstances which
do not constitute an offer to the public within the meaning of the Companies (Winding up and Miscellaneous
Provisions) Ordinance (Cap. 32, Laws of Hong Kong) or (ii) to “professional investors” as defined in the
Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder or (iii) in othercircumstances which do not result in the document being a “prospectus” within the meaning of the Companies(Winding up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement,
invitation or document relating to the Notes may be issued or may be in the possession of any person for theS-31

purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which
are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws ofHong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside
Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance(Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Singapore
This prospectus supplement has not been and will not be registered as a prospectus with the Monetary
Authority of Singapore. Accordingly, this prospectus supplement and any other document or material inconnection with the offer or sale, or invitation for subscription or purchase, of the Notes, may not be circulated or
distributed, nor may the Notes be offered or sold, or be made the subject of an invitation for subscription orpurchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (asdefined in Section 4A of the SFA) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in
Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of
the SFA, and in accordance with the conditions specified in Section 275 of the SFA and (where applicable)
Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to,and in accordance with the conditions of, any other applicable provision of the SFA.
Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) thesole business of which is to hold investments and the entire share capital of which is owned by
one or more individuals, each of whom is an accredited investor; or(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to holdinvestments and each beneficiary of the trust is an individual who is an accredited investor,
securities or securities based derivatives contracts (each term as defined in Section 239(1) of
the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) inthat trust shall not be transferred within six months after that corporation or that trust has
acquired the Notes pursuant to an offer made under Section 275 of the SFA except:(i) to an institutional investor or to a relevant person, or to any person arising from an offer
referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;(ii) where no consideration is or will be given for the transfer;(iii) where the transfer is by operation of law;(iv) as specified in Section 276(7) of the SFA; or(v) as specified in Regulation 37A of the Securities and Futures (Offers of Investments)(Securities and Securities-based Derivatives Contracts) Regulations 2018.
Any reference to the SFA is a reference to the Securities and Futures Act, Chapter 289 of Singapore anda reference to any term as defined in the SFA or any provision in the SFA is a reference to that term as modified
or amended from time to time including by such of its subsidiary legislation as may be applicable at the relevant
time.
Switzerland
This prospectus supplement is not intended to constitute an offer or solicitation to purchase or invest in
the Notes described herein. The Notes may not be publicly offered, sold or advertised, directly or indirectly, in,S-32

into or from Switzerland and will not be listed on the SIX Swiss Exchange or on any other exchange or regulated
trading facility in Switzerland. Neither this prospectus supplement nor any other offering or marketing material
relating to the Notes constitutes a prospectus as such term is understood pursuant to article 652a or article 1156
of the Swiss Code of Obligations, and neither this prospectus supplement nor any other offering or marketing
material relating to the Notes may be publicly distributed or otherwise made publicly available in Switzerland.
Neither this prospectus supplement nor any other offering or marketing material relating to the offering,
the Notes or us have been or will be filed with or approved by any Swiss regulatory authority. The Notes are notsubject to the supervision by any Swiss regulatory authority, e.g., the Swiss Financial Markets Supervisory
Authority FINMA (“FINMA”), and investors in the Notes will not benefit from protection or supervision by such
authority.

S-33

EXPERTS
Our consolidated financial statements appearing in our most recent annual report on Form 20-F, whichis incorporated herein by reference, and the effectiveness of our internal control over financial reporting as ofMarch 31, 2019, have been audited by Ernst & Young ShinNihon LLC, independent registered public accounting
firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in reliance upon such reports given on theauthority of such firm as experts in accounting and auditing within the meaning of the Securities Act. With
respect to our unaudited interim consolidated financial statements for the six-month periods ended September 30,
2019 and 2018, included in our current report on Form 6-K submitted to the SEC on December 13, 2019, andincorporated by reference in this prospectus supplement, Ernst & Young ShinNihon LLC reported that they haveapplied limited procedures in accordance with professional standards for a review of such financial statements.
However, their separate report dated December 13, 2019, included in our current report on Form 6-K submitted
to the SEC on December 13, 2019, and incorporated by reference herein, states that they did not audit and they
do not express an opinion on the interim consolidated financial statements. Accordingly, the degree of relianceon their report on such financial statements should be restricted in light of the limited nature of the review
procedures applied. Ernst & Young ShinNihon LLC is not subject to the liability provisions of Section 11 of the
Securities Act for their report on the unaudited interim consolidated financial statements because that report is
not a “report” or a “part” of the Registration Statement prepared or certified by Ernst & Young ShinNihon LLC
within the meaning of Sections 7 and 11 of the Securities Act. Ernst & Young ShinNihon LLC’s address is1-1-2 Yurakucho, Chiyoda-ku, Tokyo 100-0006, Japan.
LEGAL MATTERS
The validity of the Notes will be passed upon for us by Sullivan & Cromwell LLP as to matters ofUnited States federal law and New York State law and by Anderson Mori & Tomotsune and Nagashima Ohno &Tsunematsu as to matters of Japanese law. The validity of the Notes will be passed upon for any underwriters,
dealers or agents by Simpson Thacher & Bartlett LLP as to matters of United States federal law and New YorkState law.
ENFORCEMENT OF CIVIL LIABILITIESWe are a joint stock corporation incorporated with limited liability under the laws of Japan. Most of ourdirectors and executive officers are residents of countries other than the United States. Although some of ouraffiliates have substantial assets in the United States, substantially all of our assets and the assets of our directors
and executive officers (and certain experts named herein) are located outside the United States. As a result, it
may not be possible for investors to effect service of process within the United States upon us or our directors
and executive officers or to enforce against us or these persons judgments obtained in the United States courts
predicated upon the civil liability provisions of the United States securities laws. We have been advised by ourJapanese counsels, Anderson Mori & Tomotsune and Nagashima Ohno & Tsunematsu, that there is doubt as tothe enforceability in Japan, in original actions or in actions to enforce judgments of United States courts, of civil
liabilities based solely on United States securities laws. Our agent for service of process is Nomura Holding
America Inc. (or any successor corporation).
WHERE YOU CAN FIND MORE INFORMATION
Available Information
This prospectus supplement is part of a registration statement that we filed with the SEC. The
registration statement, including the attached exhibits, contains additional relevant information about us. The
rules and regulations of the SEC allow us to omit some of the information included in the registration statementfrom this prospectus supplement. We are subject to the information requirements of the Exchange Act and, in
S-34

accordance with the Exchange Act, we file annual reports, special reports and other information with the SEC.
The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements
and other information about issuers, like us, that file electronically with the SEC. Our corporate website is
http://www.nomuraholdings.com/.
We are currently exempt from the rules under the Exchange Act that prescribe the furnishing andcontent of proxy statements, and our officers, directors and principal shareholders are exempt from the reportingand short-swing profit recovery provisions contained in Section 16 of the Exchange Act. We are not required
under the Exchange Act to publish financial statements as frequently or as promptly as are U.S. companies
subject to the Exchange Act. We will, however, continue to furnish our shareholders with annual reports
containing audited financial statements and will issue interim press releases containing unaudited results ofoperations as well as such other reports as may from time to time be authorized by us or as may be otherwise
required.
Our American Depositary Shares are listed on the New York Stock Exchange under the trading symbol“NMR.”
Incorporation by Reference
The rules of the SEC allow us to incorporate by reference information into this prospectus supplement.
The information incorporated by reference is considered to be a part of this prospectus supplement, andinformation that we file later with the SEC will automatically update and supersede this information. This
prospectus supplement incorporates by reference (i) our annual report on Form 20-F for the fiscal year ended
March 31, 2019 filed with the SEC on June 25, 2019; (ii) our current report on Form 6-K submitted to the SEC
on November 21, 2019 (containing our English translation of our quarterly securities report pursuant to the
Financial Instruments and Exchange Act for the three months and six months ended September 30, 2019);(iii) Exhibit 1 to our current report on Form 6-K submitted to the SEC on December 2, 2019 (regarding certainchanges to our management); and (iv) our current report on Form 6-K submitted to the SEC on December 13,
2019 (containing our interim operating and financial review for the three months and six months ended
September 30, 2019).
All subsequent reports filed by us pursuant to Sections 13(a), 13(c) or 15(d) of the Exchange Act, prior
to the termination of the offering, shall be deemed to be incorporated by reference into this prospectus
supplement. In addition, any Form 6-K subsequently submitted to the SEC specifying that it is being
incorporated by reference into this prospectus supplement shall be deemed to be incorporated by reference.
Documents incorporated by reference shall become a part of this prospectus supplement on the respective dates
the documents are filed or furnished with the SEC.
Any statement contained in a document incorporated or deemed to be incorporated by reference in thisprospectus supplement shall be deemed to be modified or superseded for the purposes of this prospectus
supplement to the extent that a statement contained in this prospectus supplement or in any subsequently filed
document which also is or is deemed to be incorporated by reference into this prospectus supplement modifies orsupersedes that statement. The modifying or superseding statement need not state that it has modified orsuperseded a prior statement or include any other information set forth in the document that it modifies orsupersedes. The making of a modifying or superseding statement shall not be deemed an admission for any
purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue
statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary
to make a statement not misleading in light of the circumstances in which it was made. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of thisprospectus supplement.

S-35

Upon written or oral request, we will provide without charge to each person to whom a copy of thisprospectus supplement has been delivered, a copy of any document that has been incorporated by reference inthis prospectus supplement but not delivered with this prospectus supplement. You may request a copy of these
documents by writing or telephoning us at:
Nomura Holdings, Inc.
1-9-1 Nihonbashi
Chuo-ku, Tokyo 103-8645
Japan
Attention: Treasury and Capital Management Department
Telephone: +81-3-6746-7720
Fax: +81-3-6702-7850
Except as described above, no other information is incorporated by reference in this prospectus
supplement, including, without limitation, information on our internet site at http://www.nomuraholdings.com/.

S-36

PROSPECTUS

Nomura Holdings, Inc.
Senior Debt Securities
We, Nomura Holdings, Inc., a joint stock corporation incorporated with limited liability under the laws ofJapan, from time to time may offer to sell our senior debt securities. This prospectus describes some of thegeneral terms that may apply to these securities and the general manner in which they may be offered. The
specific terms of any securities to be offered, and the specific manner in which they may be offered, will be
described in a supplement to this prospectus.
We may offer and sell the securities on a continuous or delayed basis directly to investors or throughunderwriters, dealers or agents, including the firm named below, or through a combination of these methods. The
names of any underwriters, dealers or agents will be included in a prospectus supplement. If any underwriters,
dealers or agents are involved in the sale of any securities, the applicable prospectus supplement will set forth
any applicable commissions or discounts.
You should carefully consider the risk factors beginning on page 2 of, and incorporated by reference
into, this prospectus and in any applicable prospectus supplement(s) before you invest in any of our
securities.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATESECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

We may use this prospectus in the initial sale of the senior debt securities. In addition, Nomura Securities
International, Inc. or any other of our affiliates may use this prospectus in a market-making transaction in any ofthese or similar securities after its initial sale. Unless we or our agent inform the purchaser otherwise in theconfirmation of sale, this prospectus is being used in a market-making transaction.

NomuraThe date of this prospectus is January 11, 2019.

TABLE OF CONTENTS
Nomura Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Senior Debt Securities Issued under the Senior Debt Indentures between Nomura
Holdings, Inc. and Deutsche Bank Trust Company Americas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Senior Debt Securities Issued under the Senior Debt Indenture between Nomura
Holdings, Inc. and Citibank, N.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Ownership and Book-Entry Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan of Distribution (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Enforcement of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Clearance and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefit Plan Investor Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1
1
2
8
9
10
34
55
60
76
79
79
79
80
84

You should rely only on the information contained in or incorporated by reference into thisprospectus or any prospectus supplement. We have not authorized anyone to provide you withinformation different from that contained in or incorporated by reference in this prospectus or any
prospectus supplement. We are offering to sell the securities only in jurisdictions where offers and sales
are permitted. The information contained in or incorporated by reference in this prospectus or any
prospectus supplement is accurate only as of the date on the front of those documents, regardless of thetime of delivery of the documents or any sale of the securities.
The senior debt securities have not been and will not be registered under the Financial Instruments andExchange Act of Japan (Act No. 25 of 1948, as amended), or the “Financial Instruments and Exchange Act”, andare subject to the Act on Special Measures Concerning Taxation of Japan (Act No. 26 of 1957, as amended), or the“Special Taxation Measures Act”. The senior debt securities may not be offered or sold, directly or indirectly, inJapan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident inJapan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or
re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an
exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments andExchange Act and any other applicable laws, regulations and governmental guidelines of Japan. In addition, thesenior debt securities are not, as part of the distribution by the underwriters, dealers and agents under theunderwriting agreement relating to the senior debt securities, at any time, to be directly or indirectly offered or soldto, or for the benefit of, any person other than 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 person having a special relationship with us as described in Article 6, paragraph 4of the Special Taxation Measures Act, or a “specially-related person of ours” (excluding an underwriter designatedin Article 6, paragraph 10, item 1 of the Special Taxation Measures Act which purchases unsubscribed portions of
the senior debt securities from the other underwriters) or (ii) a Japanese financial institution, designated in Article
3-2-2, paragraph 28 of the Order for Enforcement of the Act on Special Measures Concerning Taxation of Japan(Cabinet Order No. 43 of 1957, as amended), or the “Cabinet Order”. For the purpose of senior debt securities
issued on or before March 31, 2010, which may be the subject of market making transactions under this prospectus,
references above to a specially-related persons of ours do not apply. BY SUBSCRIBING FOR THE SENIORDEBT SECURITIES, THE INVESTOR WILL BE DEEMED TO HAVE REPRESENTED THAT IT IS A
BENEFICIAL OWNER THAT IS, (I) FOR JAPANESE TAX PURPOSES, NEITHER (X) ANINDIVIDUAL RESIDENT OF JAPAN OR A JAPANESE CORPORATION, NOR (Y) AN INDIVIDUAL
ii

NON-RESIDENT OF JAPAN OR A NON-JAPANESE CORPORATION THAT IN EITHER CASE IS A
SPECIALLY-RELATED PERSON OF OURS (EXCLUDING AN UNDERWRITER DESIGNATED IN
ARTICLE 6, PARAGRAPH 10, ITEM 1 OF THE SPECIAL TAXATION MEASURES ACT WHICH
PURCHASES UNSUBSCRIBED PORTIONS OF THE SENIOR DEBT SECURITIES FROM THE
OTHER UNDERWRITERS) OR (II) A JAPANESE FINANCIAL INSTITUTION, DESIGNATED IN
ARTICLE 3-2-2, PARAGRAPH 28 OF THE CABINET ORDER.

ABOUT THIS PROSPECTUS
The term “Nomura” refers to Nomura Holdings, Inc. The terms “we”, “our”, and “us” refer to Nomura and,
unless the context requires otherwise, will include Nomura’s consolidated subsidiaries.
Nomura’s financial statements, which are incorporated by reference into this prospectus, have been
prepared in accordance with accounting principles generally accepted in the United States of America, which werefer to as U.S. GAAP. Nomura’s financial statements are denominated in Japanese yen, the legal tender ofJapan. When we refer to “yen” or “¥”, we mean Japanese yen. When we refer to “$”, we mean U.S. dollars.
This prospectus is part of a registration statement on Form F-3 which we filed with the Securities andExchange Commission, or SEC, using a “shelf” registration process. Under this shelf process, we may sell any
combination of the securities described in this prospectus in one or more offerings.
This prospectus provides you with a general description of the securities we may offer. The specific termsof any securities we offer will be included in a supplement to this prospectus.
A supplement to this prospectus may be in the form of one or more prospectus supplements, pricing
supplements, addenda or free writing prospectuses, any and all of which are referred to herein as a “prospectus
supplement” or “supplement to this prospectus”. The prospectus supplement will also describe the specificmanner in which we will offer the securities. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus and any prospectus supplement
together with the additional information described under the heading “Where You Can Find More Information”.

iiiFORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement and the information incorporated by reference in thisprospectus include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the
Exchange Act. In addition, in the future we, and others on our behalf, may make statements that constituteforward-looking statements. You should not place undue reliance on any of these statements. Such forwardlooking statements may include, without limitation, statements relating to the following:•

our plans, objectives or goals;•

our future economic performance or prospects;•

the potential effect on our future performance of certain contingencies; and•assumptions underlying any such statements.

Words such as “believe”, “anticipate”, “expect”, “intend” and “plan” and similar expressions are intended
to identify forward-looking statements but are not the exclusive means of identifying such statements. We do notintend to update these forward-looking statements except as may be required by applicable securities laws.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general andspecific, and risks exist that predictions, forecasts, projections and other outcomes described or implied inforward-looking statements will not be achieved. We caution you that a number of important factors could cause
results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in suchforward-looking statements. These factors include:•

market and interest rate fluctuations;•the strength of the global economy in general and the strength of the economies of the countries inwhich we conduct our operations in particular;•

the ability of counterparties to meet their obligations to us;•

the effects of, and changes in, fiscal, monetary, trade and tax policies, and currency fluctuations;•political and social developments, including war, civil unrest or terrorist activity;•

the possibility of foreign exchange controls, expropriation, nationalization or confiscation of assets incountries in which we conduct our operations;•changes in the monetary and interest rate policies of the Bank of Japan and other central banks;•

the ability to maintain sufficient liquidity and access to capital markets;•

operational factors such as systems failure, human error or the failure to properly implement
procedures;•

actions taken by regulators with respect to our business and practices in one or more of the countries
in which we conduct our operations;•the effects of changes in laws, regulations or accounting policies or practices;•competition in geographic and business areas in which we conduct our operations;•the ability to retain and recruit qualified personnel;•

the ability to increase market share and control expenses;•

acquisitions, including the ability to integrate successfully acquired businesses; and•our success at managing the risks involved in the foregoing.
iv

We caution you that the foregoing list of important factors is not exhaustive. When evaluating forwardlooking statements, you should carefully consider the foregoing factors and other uncertainties and events, therisk factors and other information contained in or incorporated by reference in this prospectus, as well as the risk
factors relating to us, a particular security offered by this prospectus or a particular offering discussed in theapplicable prospectus supplement.

v

WHERE YOU CAN FIND MORE INFORMATION
Available Information
We file annual reports and other information with the SEC. The SEC maintains an internet site that
contains reports, proxy and information statements, and other information regarding issuers that fileelectronically with the SEC at http://www.sec.gov. Our corporate website is http://www.nomuraholdings.com.
We have filed with the SEC a registration statement on Form F-3 relating to the securities covered by thisprospectus. This prospectus is part of the registration statement and does not contain all the information in theregistration statement. Whenever a reference is made in this prospectus to a contract or other document, please beaware that the reference is not necessarily complete and that you should refer to the exhibits that are part of theregistration statement for a copy of the applicable contract or other document. You may review a copy of theregistration statement through the SEC’s internet site noted above.
Incorporation of Documents by Reference
The SEC’s rules allow us to “incorporate by reference” the information we file with the SEC, which meansthat we can disclose important information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus, and information that we file after the date ofthis prospectus with the SEC and which is incorporated by reference will automatically update and supersede theinformation contained in this prospectus or incorporated by reference in this prospectus.
We are incorporating by reference (i) our annual report on Form 20-F for the fiscal year ended March 31,2018 filed with the SEC on June 25, 2018; (ii) our current report on Form 6-K submitted to the SEC on
November 21, 2018 (containing our English translation of our quarterly securities report pursuant to the Financial
Instruments and Exchange Act for the three months and six months ended September 30, 2018); and (iii) ourcurrent report on Form 6-K submitted to the SEC on December 14, 2018 (containing our interim operating andfinancial review for the three months and six months ended September 30, 2018).
All annual reports on Form 20-F filed with the SEC after the date of this prospectus will be incorporated byreference to this prospectus. In addition, our current reports on Form 6-K submitted to the SEC after the date ofthis prospectus (or portions thereof) will be incorporated by reference in this prospectus only to the extent thatthe reports expressly state that we incorporate them (or such portions) by reference in this prospectus.
Each person, including any beneficial owner, to whom this prospectus is delivered may request a copy ofitems incorporated by reference, at no cost, by writing or telephoning us at our principal executive offices at
Nomura Holdings, Inc., 9-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8645, Japan; Telephone: 81-3-6746-7720;
Attention: Treasury and Capital Management Department.
Except as described above, no other information is incorporated by reference in this prospectus, including,
without limitation, information on our website.

vi

NOMURA HOLDINGS, INC.
We are one of the leading financial services groups in Japan and have global operations. We operate offices
in countries and regions worldwide, including Japan, the United States, the United Kingdom, Singapore andHong Kong Special Administrative Region, through our subsidiaries. Our clients include individuals,
corporations, financial institutions, governments and governmental agencies.
Our business consists of Retail, Asset Management, Wholesale and the newly-established MerchantBanking Divisions. In the Retail Division, we provide investment consultation services mainly to individual
clients in Japan. In the Asset Management Division, we develop and manage investment trusts, and provide
investment advisory services. In the Wholesale Division, we engage in the sales and trading of debt and equity
securities, derivatives, and currencies on a global basis, and provide investment banking services such as theunderwriting of debt and equity securities as well as mergers and acquisitions and financial advice tocorporations and institutional investors. In the Merchant Banking Division, we act as a principal to primarily
provide equity to transactions such as business reorganization and revitalization, business succession as well as
management buyouts.

SENIOR DEBT SECURITIESFor any particular series of senior debt securities we offer, the applicable prospectus supplement will
describe the title and series of the senior debt securities, the aggregate principal amount and the original issue
price; the stated maturity; the redemption terms, if any; the rate or manner of calculating the rate and the payment
dates for interest, if any; the amount or manner of calculating the amount payable at maturity and whether thatamount may be paid by delivering cash, securities or other property; and any other specific terms. The seniordebt securities will be issued under either the amended and restated senior debt indenture between us andDeutsche Bank Trust Company Americas, or the “Amended and Restated Deutsche Bank Indenture”, or thesenior debt indenture to be entered into between us and Citibank, N.A., as trustee, or the “Citibank Indenture”.
The senior debt securities offered in market-making transactions by our affiliates after initial issuance will
include senior debt securities issued under the Amended and Restated Deutsche Bank Indenture or the Citibank
Indenture, as well as those senior debt securities that we previously issued under the original senior debt
indenture between us and Deutsche Bank Trust Company Americas, or the “Original Deutsche Bank Indenture”.
We have summarized the general features of the Amended and Restated Deutsche Bank Indenture and theOriginal Deutsche Bank Indenture under the heading “Description of Senior Debt Securities Issued under the
Senior Debt Indentures between Nomura Holdings, Inc. and Deutsche Bank Trust Company Americas”. We havesummarized the general features of the Citibank Indenture under the heading “Description of Senior Debt
Securities Issued under the Senior Debt Indenture between Nomura Holdings, Inc. and Citibank, N.A.”. In thisprospectus, we refer to each of the Amended and Restated Deutsche Bank Indenture, the Original Deutsche Bank
Indenture and the Citibank Indenture as a “senior debt indenture”.

1

RISK FACTORS
Investing in the senior debt securities offered using this prospectus involves risk. You should consider
carefully the risks described below, together with the risks described in the documents incorporated by reference
into this prospectus and any risk factors included in any prospectus supplement to this prospectus, before you
decide to buy our senior debt securities. If any of these risks actually occur, our business, financial condition andresults of operations could suffer, and the trading price and liquidity of the securities offered using thisprospectus could decline, in which case you may lose all or part of your investment.
For a discussion of the risk factors affecting us and our business, you should also read the “Risk
Factors” section of our most recent annual report on Form 20-F, which is incorporated by reference in thisprospectus, or similar sections in subsequent reports incorporated by reference into this prospectus.
The following risk factors apply to the senior debt securities issued under the Amended and Restated
Deutsche Bank Indenture or the Original Deutsche Bank Indenture. For risks relating to the senior debt
securities issued under the Citibank Indenture, you should refer to the “Risk Factors” section in theapplicable prospectus supplement relating to such senior debt securities.
Risks Relating to Foreign Currency
The following risk factors should be primarily considered by investors located in the United States orinvestors outside of the United States wishing to receive payments in U.S. dollars. Similar risks may apply tothose investors who invest in currencies other than the currencies of their home jurisdictions or the currencies
in which the investors wish to receive payments.
An Investment in Our Securities May Involve Currency-Related Risks
An investment in a currency other than the currency of the investor’s home jurisdiction and/or in acurrency other than the currency in which an investor wishes to receive funds entails significant risks that are notassociated with a similar investment in a security not subject to currency-related risks. These risks include thepossibility of significant changes in rates of exchange between foreign currencies or composite currencies andthe possibility of the imposition or modification of foreign exchange controls or other conditions by the UnitedStates, Japan or other non-U.S. governments. These risks generally depend on factors over which we have nocontrol, such as economic and political events and the supply of and demand for the relevant currencies in the
global markets.
Changes in Currency Exchange Rates Can Be Volatile and Unpredictable
Rates of exchange between currencies have been highly volatile, and this volatility may continue in the
future. Fluctuations in currency exchange rates could adversely affect an investment in a security denominatedin, or whose value is otherwise linked to, a specified currency other than U.S. dollars. Depreciation of thespecified currency against the U.S. dollar could result in a decrease in the U.S. dollar-equivalent value of
payments on the security, including the principal payable at maturity or settlement value payable upon exercise.
That in turn could cause the market value of the senior debt security to fall. Depreciation of the specified
currency against the U.S. dollar could result in a loss to the investor on a U.S. dollar basis.
Government Policy Can Adversely Affect Foreign Currency Exchange Rates and an Investment in a Non-U.S.
Dollar Security
Foreign currency exchange rates can either float or be fixed by sovereign governments. From time to time,governments use a variety of techniques, such as intervention by a country’s central bank or imposition ofregulatory controls or taxes, to affect the exchange rate of their currencies. Governments may also issue a new2

currency to replace an existing currency or alter the exchange rate or exchange characteristics by devaluation orrevaluation of a currency. Even in the absence of governmental action directly affecting currency exchange rates,
political or economic developments in the country issuing the specified currency for a non-U.S. dollar security or
elsewhere could lead to significant and sudden changes in the exchange rate between the U.S. dollar and thespecified currency. These changes could affect the value of the security as participants in the global currency
markets move to buy or sell the specified currency or U.S. dollars in reaction to these developments.
Governments have imposed from time to time and may in the future impose exchange controls or otherconditions, including taxes, with respect to the exchange or transfer of a specified currency that could affectexchange rates as well as the availability of a specified currency for a security at its maturity or on any otherpayment date. In addition, the ability of a holder to move currency freely out of the country in which payment in
the currency is received or to convert the currency at a freely determined market rate could be limited bygovernmental actions.
Non-U.S. Dollar Securities May Permit Us to Make Payments in U.S. Dollars If We Are Unable to Obtain theSpecified Currency
Securities payable in a currency other than U.S. dollars may provide that, if the other currency is subject toconvertibility, transferability, market disruption or other conditions affecting its availability at or about the time
when a payment on the securities comes due because of circumstances beyond our control, we will be entitled tomake the payment in U.S. dollars. These circumstances could include the imposition of exchange controls or our
inability to obtain the other currency because of a disruption in the currency markets. If we made payment in
U.S. dollars, the exchange rate we would use would be determined in the manner described under “Description of
Senior Debt Securities Issued under the Senior Debt Indentures between Nomura Holdings, Inc. and Deutsche
Bank Trust Company Americas—Payment Mechanics for Senior Debt Securities—Payments Due in non-U.S.
Currencies—When the Specified Currency Is Not Available”. A determination of this kind may be based onlimited information and would involve significant discretion on the part of our exchange rate agent, which may
be an affiliate of ours. As a result, the value of the payment in U.S. dollars an investor would receive on thepayment date may be less than the value of the payment the investor would have received in the other currency if
it had been available, or may be zero. In addition, a government may impose extraordinary taxes on transfers of acurrency. If that happens we will be entitled to deduct these taxes from any payment on securities payable in thatcurrency.
We Will Not Adjust Non-U.S. Dollar Securities to Compensate for Changes in Foreign Currency Exchange
Rates
Except as described above, we will not make any adjustment or change in the terms of a non-U.S. dollar
security in the event of any change in foreign currency exchange rates for the relevant currency, whether in theevent of any devaluation, revaluation or imposition of exchange or other regulatory controls or taxes or in theevent of other developments affecting that currency, the U.S. dollar or any other currency. Consequently,
investors in non-U.S. dollar securities will bear the risk that their investment may be adversely affected by thesetypes of events.
In a Lawsuit for Payment on a Non-U.S. Dollar Security, an Investor May Bear Foreign Currency Exchange
Risk
Our senior debt securities will be governed by New York law. Under Section 27 of the New York Judiciary
Law, a state court in the State of New York rendering a judgment on a security denominated in a currency otherthan U.S. dollars would be required to render the judgment in the specified currency; however, the judgment
would be converted into U.S. dollars at the exchange rate prevailing on the date of entry of the judgment.
Consequently, in a lawsuit for payment on a security denominated in a currency other than U.S. dollars, investors
would bear currency exchange risk until judgment is entered, which could be a long time.
3

In courts outside of New York, investors may not be able to obtain judgment in a specified currency otherthan U.S. dollars. For example, a judgment for money in an action based on a non-U.S. dollar security in manyother U.S. federal or state courts ordinarily would be enforced in the United States only in U.S. dollars. The dateused to determine the rate of conversion of the currency in which any particular security is denominated into
U.S. dollars will depend upon various factors, including which court renders the judgment.
Information About Foreign Currency Exchange Rates May Not Be Indicative of Future Performance
If we issue a non-U.S. dollar security, we may include in the applicable prospectus supplement information
about historical exchange rates for the relevant non-U.S. dollar currency or currencies. Any information about
exchange rates that we may provide will be furnished as a matter of information only, and you should not regard
the information as indicative of the range of, or trends in, fluctuations in currency exchange rates that may occur
in the future. That rate will likely differ from the exchange rate used under the terms that apply to a particular
security.
Determinations Made by the Exchange Rate AgentAll determinations made by the exchange rate agent will be made in its sole discretion (except to the extent
expressly provided in this prospectus or in the applicable prospectus supplement that any determination is subject
to approval by Nomura Holdings, Inc.). In the absence of manifest error, its determinations will be conclusive forall purposes and will bind all holders and us. The exchange rate agent will not have any liability for its
determinations.
Risks Relating to Indexed Securities
We use the term “indexed securities” to mean any of the securities described in this prospectus the valueof which is linked to an underlying asset or index or another property (including one or more securities orindices of securities). Indexed securities may present a high level of risk, and investors in certain indexed
securities may lose their entire investment. In addition, the treatment of indexed securities for U.S. federal
income tax purposes is often unclear due to the absence of any authority specifically addressing the issues
presented by any particular indexed security. Thus, if you propose to invest in indexed securities, you should
independently evaluate the federal income tax consequences of purchasing an indexed security that apply inyour particular circumstances. You should also read “Taxation—United States Taxation” for a discussion of
U.S. tax matters.
Investors in Indexed Securities Could Lose Their Investment
The amount of principal and/or interest payable on an indexed debt security and the cash value or physicalsettlement value of a physically settled debt security will be determined by reference to the price, value or levelof one or more securities, currencies, commodities or other properties, any other financial, economic or othermeasure or instrument, including the occurrence or non-occurrence of any event or circumstance, one or moreindices and/or one or more baskets of any of these items. We refer to each of these as an “index”. The direction
and magnitude of the change in the price, value or level of the relevant index will determine the amount ofprincipal and/or interest payable on an indexed debt security and the cash value or physical settlement value of aphysically settled debt security. The terms of a particular indexed debt security may or may not include aguaranteed return of a percentage of the principal amount at maturity or a minimum interest rate. If you purchasean indexed security that does not guarantee the return of 100% of the principal or other amount you invest, you
may lose all or a portion of the principal or other amount you invest and may receive no interest on yourinvestment.
The Return on Indexed Securities May Be Below the Return on Similar Securities
Depending on the terms of an indexed security, as specified in the applicable prospectus supplement, you
may not receive any periodic interest payments or receive only very low payments on such indexed security. As a4

result, the overall return on such indexed security may be less than the amount you would have earned byinvesting the principal or other amount you invest in such indexed security in a non-indexed debt security thatbears interest at a prevailing market fixed or floating rate.
The Issuer of a Security or Currency That Serves as an Index Could Take Actions That May Adversely Affectan Indexed Security
The issuer of a security that serves as an index or part of an index for an indexed security will have no
involvement in the offer and sale of the indexed security and no obligations to the holder of the indexed security.
The issuer may take actions, such as a merger or sale of assets, without regard to the interests of the holder. Anyof these actions could adversely affect the value of a security indexed to that security or to an index of which that
security is a component.
If the index for an indexed security includes a non-U.S. dollar currency or other asset denominated in a
non-U.S. dollar currency, the government that issues that currency will also have no involvement in the offer andsale of the indexed security and no obligations to the holder of the indexed security. That government may takeactions that could adversely affect the value of the security. See “Risks Relating to Foreign Currency—
Government Policy Can Adversely Affect Foreign Currency Exchange Rates and an Investment in a Non-U.S.
Dollar Security” above for more information about these kinds of government actions.
An Indexed Security May Be Linked to a Volatile Index, Which May Adversely Affect Your Investment
Some indices are highly volatile, which means that their value may change significantly, up or down, overa short period of time. It is impossible to predict the future performance of an index based on its historicalperformance. The amount of principal or interest that can be expected to become payable on an indexed debt
security may vary substantially from time to time. Because the amounts payable with respect to an indexed
security are generally calculated based on the price, value or level of the relevant index on a specified date orover a limited period of time, volatility in the index increases the risk that the return on the indexed security may
be adversely affected by a fluctuation in the level of the relevant index.
The volatility of an index may be affected by financial, political, military or economic events, including
governmental actions, or by the activities of participants in the relevant markets. Any of these events or activities
could adversely affect the value of an indexed security.
An Index to Which a Security Is Linked Could Be Changed or Become Unavailable
Some indices compiled by us or our affiliates or third parties may consist of or refer to several or manydifferent securities, commodities or currencies or other instruments or measures. The index sponsor of such anindex typically reserves the right to alter the composition of the index and the manner in which the value or levelof the index is calculated. Changes to the composition of an index may result in a decrease in the value of or
return on an indexed security that is linked to such index. The indices for our indexed securities may include
published indices of this kind or customized indices developed by us or our affiliates in connection withparticular issues of indexed securities.
A published index may become unavailable, or a customized index may become impossible to calculate in
the normal manner, due to events such as war, natural disasters, cessation of publication of the index or asuspension or disruption of trading in one or more securities, commodities or currencies or other instruments or
measures on which the index is based. If an index becomes unavailable or impossible to calculate in the normalmanner, the terms of a particular indexed security may allow us to delay determining the amount payable asprincipal or interest on that security, or we may use an alternative method to determine the value of theunavailable index. Alternative methods of valuation are generally intended to produce a value similar to the value
resulting from reference to the relevant index. However, it is unlikely that any alternative method of valuation we
5use will produce a value identical to the value that the actual index would produce. If we use an alternative
method of valuation for a security linked to an index of this kind, the value of the security, or the rate of return on
it, may be lower than it otherwise would be.
Some indexed securities are linked to indices that are not commonly used or that have been developed only
recently. The lack of a trading history may make it difficult to anticipate the volatility or other risks associatedwith an indexed security of this kind. In addition, trading in these indices or their underlying stocks, commodities
or currencies or other instruments or measures, or options or futures contracts on these stocks, commodities orcurrencies or other instruments or measures, may be limited, which could increase their volatility and decrease
the value of the related indexed securities or the rates of return on them.
EU Regulation and Reform of “benchmarks” is Ongoing and Could Have a Material Adverse Effect on the
Value of and Return on an Indexed Security
Interest rate, equity, commodity, foreign exchange rate and other types of indices which are deemed to be“benchmarks” are the subject of ongoing international regulatory reform in the EU. These reforms may causesuch “benchmarks” to perform differently than in the past or to disappear entirely or may have otherconsequences which cannot be predicted. Any such consequence could have a material adverse effect on any
securities linked to such a “benchmark”. Key regulatory proposals for reform of “benchmarks” in the EU include
IOSCO’s Principles for Financial Benchmarks (July 2013) and the EU’s Regulation (EU) 2016/1011 of theEuropean Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments
and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC
and 2014/17/EU and Regulation (EU) No 596/2014 (the “Benchmarks Regulation”). The Benchmarks Regulation
could have a material impact on a “benchmark” rate (and in turn any securities linked to it), if, among otherthings, (i) subject to applicable transitional provisions, the benchmark administrator is based in the EU and does
not obtain authorization or registration (or such authorization or registration is withdrawn), or, if non-EU-based,
has not satisfied certain “equivalence” conditions in its local jurisdiction, or (ii) the methodology or other termsof the “benchmark” are changed in order to comply with the terms of the Benchmarks Regulation, which could
have the effect of reducing or increasing the rate or level of the benchmark or affecting the volatility of the
published rate or level. Any of the foregoing changes, any other changes to “benchmarks” or other indices as aresult of international regulatory reform or other initiatives or any further uncertainty surrounding theimplementation of such changes could have a material adverse effect on the value of and return on any indexed
securities.
We May Engage in Hedging Activities that Could Adversely Affect an Indexed Security
In order to hedge an exposure on a particular indexed security, we may, directly or through our affiliates,
enter into transactions involving the securities, commodities or currencies or other instruments or measures that
underlie the index for that security, or derivative instruments, such as swaps, options or futures, on the index or
any of its component items. By engaging in transactions of this kind, we could adversely affect the value of anindexed security. It is possible that we could achieve substantial returns from our hedging transactions while thevalue of the indexed security may decline.
Information About an Index or Indices May Not Be Indicative of Future Performance
If we issue an indexed security, we may include historical information about the relevant index or indicesin the applicable prospectus supplement. Any information about indices that we may provide will be furnished asa matter of information only, and you should not regard the information as indicative of the range of, or trends in,fluctuations in the relevant index or indices that may occur in the future.
We May Have Conflicts of Interest Regarding an Indexed Security
Nomura Securities International, Inc. and our other affiliates may have conflicts of interest with respect tosome indexed securities. Nomura Securities International, Inc. and our other affiliates may engage in trading,6

including trading for hedging purposes, for their proprietary accounts or for other accounts under their
management, in indexed securities and in the securities, commodities or currencies or other instruments or
measures on which the index is based or in other derivative instruments related to the index or its component
items. These trading activities could adversely affect the value of indexed securities. We and our affiliates may
also issue or underwrite securities or derivative instruments that are linked to the same index as one or moreindexed securities. By introducing competing products into the marketplace in this manner, we could adversely
affect the value of an indexed security.
Nomura Securities International, Inc. or another of our affiliates may serve as calculation agent for theindexed securities and may have considerable discretion in calculating the amounts payable in respect of the
securities. To the extent that Nomura Securities International, Inc. or another of our affiliates calculates orcompiles a particular index, it may also have considerable discretion in performing the calculation or compilationof the index. Exercising discretion in this manner could adversely affect the value of an indexed security basedon the index or the rate of return on the security.
If You Purchase an Indexed Security, You Will Have No Rights with Respect to any Underlying Index towhich Such Indexed Security is Linked
Investing in an indexed security will not make you a holder of the underlying asset or index or otherproperty. As a result, you will not have any voting rights, any right to receive dividends or other distributions or
any other rights with respect to any of the index components.
You should also carefully consider any additional risks that are described in the applicable prospectus
supplements.

7

USE OF PROCEEDS
We intend to use the net proceeds from the sale of the securities described in this prospectus to provide
additional funds for our operations and for other general corporate purposes, unless otherwise described in theapplicable prospectus supplement.

8

CAPITALIZATION AND INDEBTEDNESSThe following table sets forth our consolidated capitalization and indebtedness as of September 30, 2018.
You should read this table in conjunction with the consolidated financial statements and related notes
incorporated by reference in this prospectus.
As of September 30,
2018
Actual(millions of yen)

Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NHI shareholders’ equity:
Common stock—no par value(Authorized: 6,000,000,000 shares;
Issued: 3,643,562,601 shares;
Outstanding: 3,382,481,612 shares)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock held in treasury, at cost
(261,080,989 shares)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total NHI shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(162,592)
2,800,777
45,233

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,846,010

Total Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥980,2697,694,241594,493
681,058
1,681,445
6,373

11,520,520

Notes:(1)(2)

Between October 1, 2018 and December 19, 2018, we repurchased a total of 80,850,000 shares as part of our existing share buyback
program through on-exchange purchases via a trust bank.
On December 17, 2018, we cancelled 150,000,000 shares of common stock held in treasury.

Except as disclosed above, there has been no material change in our consolidated capitalization andindebtedness since September 30, 2018.

9

DESCRIPTION OF SENIOR DEBT SECURITIES ISSUED UNDER THE SENIOR DEBTINDENTURES BETWEEN NOMURA HOLDINGS, INC. AND DEUTSCHE BANK TRUST COMPANYAMERICAS
This section summarizes the general features of the Amended and Restated Deutsche Bank Indenture and,
where noted, the Original Deutsche Bank Indenture, as well as the senior debt securities issued thereunder.
References in this section to the “trustee” are to Deutsche Bank Trust Company Americas. References in thissection to “senior debt securities” or a “series of senior debt securities”, respectively, are to senior debt securities
or a series of senior debt securities issued under the Amended and Restated Deutsche Bank Indenture, unlessotherwise stated. When we refer to your prospectus supplement, we mean the prospectus supplement describing
the specific terms of the senior debt security you purchase. The terms used in your prospectus supplement will
have the meanings described in this prospectus, unless otherwise specified. The Amended and Restated Deutsche
Bank Indenture, the Original Deutsche Bank Indenture and their respective associated documents contain the fulllegal text of the matters described in this section. The Amended and Restated Deutsche Bank Indenture, theOriginal Deutsche Bank Indenture and the senior debt securities issued thereunder are governed by New York
law. The Amended and Restated Deutsche Bank Indenture and the Original Deutsche Bank Indenture are
qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. The forms of theAmended and Restated Deutsche Bank Indenture and the Original Deutsche Bank Indenture are included as
exhibits to this registration statement. See “Where You Can Find More Information” above for information on
how to obtain a copy.
In this section, references to “holders” mean those who own senior debt securities registered in their own
names, on the books that we or the trustee maintain for this purpose, and not those who own beneficial interests
in senior debt securities registered in street name or in senior debt securities issued in book-entry form throughone or more depositaries. When we refer to “you” in this section, we mean those who invest in the securities
being offered by this prospectus, whether they are the holders or only indirect owners of those securities. When
we refer to “your securities” in this section, we mean the securities in which you will hold a direct or indirectinterest.
Under the Amended and Restated Deutsche Bank Indenture, we may issue as many distinct series of
securities as we wish. The provisions of the Amended and Restated Deutsche Bank Indenture described below
allow us not only to issue senior debt securities with terms different from those previously issued under the
Amended and Restated Deutsche Bank Indenture, but also to “re-open” a previous issue of a series of senior debt
securities and issue additional senior debt securities of that series. We may issue senior debt securities in amounts
that exceed the total amount specified on the cover of the applicable prospectus supplement at any time without
your consent and without notifying you.
The senior debt securities will be offered in connection with their initial issuance or in market-making
transactions by our affiliates after initial issuance. Those offered in market-making transactions may be securities
that we will not issue until after the date of this prospectus as well as securities that we have previously issued
under the Amended and Restated Deutsche Bank Indenture or the Original Deutsche Bank Indenture. We
summarize below in this section material terms and provisions of the Amended and Restated Deutsche Bank
Indenture and those of senior debt securities issued thereunder; however, terms and provisions of the OriginalDeutsche Bank Indenture and those of senior debt securities issued thereunder are substantially identical to thosesummarized below in this section, except as described under “—Payment of Additional Amounts—For Debt
Securities Issued under the Original Deutsche Bank Indenture”.
Because this section is a summary, it does not describe every aspect of the senior debt securities. Thissummary is subject to and qualified in its entirety by reference to all the provisions of the Amended and Restated
Deutsche Bank Indenture (or, to the extent it is meant to provide a summary for the Original Deutsche Bank
Indenture or senior debt securities issued thereunder, to all the provisions of the Original Deutsche Bank
Indenture), including definitions of certain terms used therein. Whenever we refer to particular sections or10

defined terms of the Amended and Restated Deutsche Bank Indenture in this prospectus or in the prospectus
supplement, such sections or defined terms are incorporated by reference here or in the prospectus supplement.
You must look to the Amended and Restated Deutsche Bank Indenture (or the Original Deutsche Bank
Indenture) for the most complete description of what we describe in summary form in this prospectus and in any
prospectus supplement.
GeneralThe following description of senior debt securities sets forth the material terms and provisions of the seniordebt securities to which any prospectus supplement may relate. Our senior debt securities will be issued under an
Amended and Restated Deutsche Bank Indenture between us, as issuer, and Deutsche Bank Trust Company
Americas, as trustee, a form of which is included as an exhibit to the registration statement of which thisprospectus is a part. Any supplemental indentures will be submitted to the SEC on a Form 6-K or by a posteffective amendment to the registration statement of which this prospectus is a part.
We may issue the senior debt securities as original issue discount securities, which will be offered and soldat a substantial discount below their stated principal amount. This prospectus describes, and the prospectus
supplement relating to any original issue discount securities will describe, federal income tax consequences andother special considerations applicable to such securities. The senior debt securities may also be issued asindexed securities or securities denominated in non-U.S. dollar currencies or currency units, as described in moredetail in the prospectus supplement relating to any of the particular senior debt securities. The prospectus
supplement relating to specific senior debt securities will also describe certain additional tax considerations (ifany) applicable to such senior debt securities.
The specific terms of your senior debt security as described in your prospectus supplement will
supplement and, if applicable, may modify or replace the general terms described in this section. The
prospectus supplement relating to each series of senior debt securities will be attached to the front of thisprospectus. If there are any differences between your prospectus supplement and this prospectus, yourprospectus supplement will control. The statements we make in this section may not apply to your senior debt
security.
Issuable Amounts
The Amended and Restated Deutsche Bank Indenture does not limit the aggregate principal amount ofsenior debt securities that we may issue or the number of series or the aggregate principal amount of any
particular series of senior debt securities. We may issue senior debt securities at any time without your consent
and without notifying you.
The Amended and Restated Deutsche Bank Indenture and the senior debt securities do not limit our ability
to incur other indebtedness or to issue other securities. Also, we are not subject to financial or similar restrictions
by the terms of the senior debt securities, except as described below under “—Restriction on Certain Liens”.
Principal Amount, Stated Maturity and Maturity
Unless otherwise stated, the principal amount of a senior debt security means the principal amount payable
at its stated maturity, unless such amount is not determinable, in which case the principal amount of a senior debt
security is its face amount. Any senior debt securities owned by us or any of our affiliates are not deemed to beoutstanding for certain purposes.
The term “stated maturity” with respect to any senior debt security means the fixed date on which theprincipal amount of your senior debt security is scheduled to become due and payable. The principal of yoursenior debt security may become due and payable sooner, by reason of redemption or acceleration after a default
11

or otherwise in accordance with the terms of your senior debt security. The date on which the principal of yoursenior debt security actually becomes due and payable, whether at the stated maturity or otherwise, is called the“maturity” of the principal.
We also use the terms “stated maturity” and “maturity” to refer to the dates when other payments becomedue and payable. For example, we may refer to a regular interest payment date when an installment of interest isscheduled to become due and payable as the “stated maturity” of that installment. When we refer to the “statedmaturity” or the “maturity” of a senior debt security without specifying a particular payment, we mean the statedmaturity or maturity, as the case may be, of the principal.
Ranking
The securities will not be secured by any of our property or assets or the property or assets of our
subsidiaries. Thus, by owning a senior debt security, you are one of our unsecured creditors.
The securities will rank at least equally with all of our existing and future unsubordinated and, subject tothe provisions set forth under “—Restriction on Certain Liens”, unsecured obligations (except for obligations in
respect of national and local taxes and certain other statutory exceptions). The Amended and Restated Deutsche
Bank Indenture does not limit our ability to incur additional unsecured indebtedness.
Payment of Additional Amounts
The Japanese government may require us to withhold or deduct amounts from payments on the principal(and premium, if any) or interest on the senior debt securities, as the case may be, for taxes, duties, assessments
or governmental charges. If a withholding or deduction of this type is required, we may be required to pay you an
additional amount so that the net amounts you receive after such withholding or deduction will be the amountspecified in the security to which you are entitled.
Payments will be made without withholding or deduction for or on account of any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Japan or
any authority thereof or therein, or “Japanese taxes”, unless such withholding or deduction is required by law. No
additional amounts will be payable with respect to any senior debt security (a) to, or to a third party on behalf of,a holder who is an individual non-resident of Japan or a non-Japanese corporation and is liable for such Japanesetaxes in respect of such senior debt security by reason of its (i) having some connection with Japan other than themere holding of such senior debt security or (ii) being a specially-related person of ours; or (b) to, or to a third
party on behalf of, a holder who would otherwise be exempt from any such withholding or deduction but who
fails to comply with any applicable requirement to provide interest recipient information (as defined below) or to
submit a written application for tax exemption (as defined below) to the paying agent to whom the senior debt
securities are presented (if presentation is required), or whose interest recipient information is not duly
communicated through the participant (as defined below) and the relevant depositary to such paying agent; or(c) to, or to a third party on behalf of, a holder who is for Japanese tax purposes treated as an individual residentof Japan or a Japanese corporation (except for (A) a designated financial institution (as defined below) which
complies with the requirement to provide interest recipient information or to submit a written application for tax
exemption and (B) an individual resident of Japan or a Japanese corporation who duly notifies (directly or
through the participant or otherwise) the relevant paying agent of its status as exempt from Japanese taxes to be
withheld or deducted by us by reason of such individual resident of Japan or Japanese corporation receiving
interest on the relevant senior debt security through a payment handling agent in Japan appointed by it); or (d) if
the senior debt securities are presented for payment (if presentation is required) more than 30 days after the dateon which such payment first becomes due or after the date on which the full amount payable is duly provided for,whichever occurs later, except to the extent that the holder of the senior debt securities would have been entitledto such additional amounts on presenting the same for payment on the last day of such 30-day period; or (e) if
such withholding or deduction is imposed on a payment to an individual holder and is required to be made12

pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing
or complying with, or introduced in order to conform to, such Directive; or (f) to, or to a third party on behalf ofa holder who would be able to avoid such withholding or deduction by presenting (if presentation is required) the
senior debt securities to another paying agent; or (g) if the amount of interest on the senior debt securities is to be
calculated by reference to certain indices (as prescribed by the cabinet order under Article 6, paragraph 4 of theSpecial Taxation Measures Act) relating to us or any specially-related person of ours, except if the recipient ofinterest is a designated financial institution which complies with the requirement to provide interest recipient
information or to submit a written application for tax exemption; or (h) any combination of (a) through (g).
Additional amounts will not be paid with respect to any payment on the senior debt securities to or on
behalf of a holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to theextent such payment would be required by the laws of Japan to be included in the income, for tax purposes, of abeneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who,
in each case, would not have been entitled to the additional amounts had such beneficiary, settlor, member orbeneficial owner been the holder of the senior debt securities. The obligation to pay additional amounts withrespect to any taxes, duties, assessments or governmental charges will not apply to (A) any estate, inheritance,
gift, sales, transfer, personal property or any similar tax, duty, assessment or governmental charge or (B) any tax,
duty, assessment or governmental charge which is payable otherwise than by deduction or withholding frompayments of principal of (and premium, if any) or interest on the senior debt securities. References to principal(and premium, if any) and interest in respect of the senior debt securities will be deemed to include any
additional amounts due which may be payable in respect of the principal (or premium, if any) or interest.
If senior debt securities are held through a participant of a depositary or a financial intermediary, in eachcase, as prescribed by the Special Taxation Measures Act, each such participant or financial intermediary beingreferred to as a “participant”, in order to receive payments free of withholding or deduction by us for, or on
account of, Japanese taxes, if the relevant beneficial owner is (A) an individual non-resident of Japan or a
non-Japanese corporation (other than a specially-related person of ours) or (B) a Japanese financial institution or
financial instruments business operator falling under certain categories prescribed by the cabinet order under
Article 6, paragraph 9 of the Special Taxation Measures Act, or a “designated financial institution”, such
beneficial owner shall, at the time of entrusting a participant with the custody of the relevant senior debt
securities, provide certain information prescribed by the Special Taxation Measures Act and the cabinet orderand other regulations thereunder to enable the participant to establish that such beneficial owner is exemptedfrom the requirement for Japanese taxes to be withheld or deducted, or the “interest recipient information”, andadvise the participant if the beneficial owner ceases to be so exempted (including where the beneficial owner
who is an individual non-resident of Japan or a non-Japanese corporation becomes a specially-related person ofours).
If senior debt securities are not held by a participant, in order to receive payments free of withholding or
deduction by us for, or on account of, Japanese taxes, if the relevant beneficial owner is (A) an individual
non-resident of Japan or a non-Japanese corporation (other than a specially-related person of ours) or (B) adesignated financial institution, such beneficial owner shall, prior to each time at which it receives interest,
submit to the relevant paying agent a “written application for tax exemption” (hikazei tekiyo shinkokusho), in aform obtainable from the paying agent stating, inter alia, the name and address of the beneficial owner, the titleof the senior debt securities, the relevant interest payment date, the amount of interest and the fact that thebeneficial owner is qualified to submit the written application for tax exemption, together with documentary
evidence regarding its identity and residence.
All payments of principal and interest in respect of the senior debt securities by us shall be made in allcases subject to any withholding or deduction required pursuant to an agreement described in Section 1471(b) of
the United States Internal Revenue Code of 1986, as amended, or the “Code”, or otherwise imposed pursuant to
Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, official interpretations
thereof, or law implementing an intergovernmental approach thereto. Any such amounts withheld or deducted13

will be treated as paid for all purposes under the senior debt securities, and no additional amounts will be paid on
the senior debt securities with respect to any such withholding or deduction.
For Debt Securities Issued under the Original Deutsche Bank Indenture
The Japanese government may require us to withhold or deduct amounts from payments on the principal(and premium, if any) or interest on the senior debt securities, as the case may be, for taxes or any othergovernmental charges. If a withholding or deduction of this type is required, we may be required to pay you an
additional amount so that the net amounts you receive after such withholding or deduction will be the amountspecified in the security to which you are entitled.
Payments will be made without withholding or deduction for or on account of any present or future taxes,
duties, assessments or other governmental charges imposed or levied by or on behalf of Japan or any Japanesepolitical subdivision or taxing authority, unless such withholding or deduction is required by law. No additionalamounts will be payable in respect of any payment (a) received by or on behalf of a holder or beneficial owner(i) who is for Japanese tax purposes treated as an individual resident of Japan or a Japanese corporation or(ii) who fails to comply with the Japanese tax law requirements in respect of the exemption from suchwithholding or deduction or (iii) who is otherwise subject to such taxes, duties, assessments or governmental
charges by reason of his having some connection with Japan other than the mere holding of, or receipt of any
payments in respect of, the securities; or (b) where the securities are presented for payment (where presentation isrequired) more than 30 days after the date on which such payment first becomes due or after the date on which
the full amount payable is duly provided for, whichever occurs later, except to the extent that the holder of the
securities would have been entitled to the additional amounts on presenting the same for payment on the last dayof such 30-day period; or (c) where such withholding or deduction is imposed on a payment to an individual
holder and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings
income or any law implementing or complying with, or introduced in order to conform to, such Directive; or(d) received by or on behalf of a holder who would be able to avoid such withholding or deduction by presenting
the securities to another paying agent, or (e) any combination of (a) through (d).
Additional amounts will not be paid with respect to any payment on the senior debt securities to or on
behalf of a holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to theextent such payment would be required by the laws of Japan to be included in the income, for tax purposes, of abeneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who,
in each case, would not have been entitled to the additional amounts had such beneficiary, settlor, member orbeneficial owner been the holder of the senior debt securities. The obligation to pay additional amounts withrespect to any taxes, duties, assessments and other governmental charges will not apply to (A) any estate,
inheritance, gift, sales, transfer, personal property or any similar tax, duty, assessment, fee or other governmental
charge or (B) any tax, duty, assessment, fee or other governmental charge which is payable otherwise than by
deduction or withholding from payments of principal of (and premium, if any) or interest on the senior debt
securities. References to principal and interest in respect of the senior debt securities include any additionalamounts which may be payable in respect of the principal or interest.
All payments of principal and interest in respect of the senior debt securities by us shall be made in allcases subject to any withholding or deduction required pursuant to an agreement described in Section 1471(b) of
the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations oragreements thereunder, official interpretations thereof, or law implementing an intergovernmental approach
thereto. Any such amounts withheld or deducted will be treated as paid for all purposes under the senior debt
securities, and no additional amounts will be paid on the senior debt securities with respect to any suchwithholding or deduction.

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Governing Law
The Amended and Restated Deutsche Bank Indenture is, and the senior debt securities will be, governedby, and construed in accordance with, New York law.
Consent to Service of Process and Submission to Jurisdiction
Under the Amended and Restated Deutsche Bank Indenture, we designate Nomura Holding America Inc.
(or any successor corporation) as our authorized agent for service of process in any legal action or proceedingarising out of or relating to the Amended and Restated Deutsche Bank Indenture, the Original Deutsche Bank
Indenture or any senior debt securities issued thereunder brought in any state or Federal court in the Borough ofManhattan, The City of New York, New York, United States of America, and we irrevocably submit to thejurisdiction of those courts.
Currency of Senior Debt Securities
Amounts that become due and payable on your senior debt security in cash will be payable in a currency,
composite currency, basket of currencies or currency unit or units specified in your prospectus supplement. We
refer to this currency, composite currency, basket of currencies or currency unit or units as a “specified
currency”. The specified currency for your senior debt security will be U.S. dollars, unless your prospectus
supplement states otherwise. Some senior debt securities may have different specified currencies for principal
and interest. You will have to pay for your senior debt securities by delivering the requisite amount of thespecified currency for the principal to Nomura Securities International, Inc. or another firm that we name in yourprospectus supplement, unless other arrangements have been made between you and us or you and Nomura
Securities International, Inc. We will make payments on your senior debt securities in the specified currency,
except as described below in “—Payment Mechanics for Senior Debt Securities”.
Form of Senior Debt Securities
We will issue each senior debt security in global, or book-entry, form only, without coupons, unless we
specify otherwise in the applicable prospectus supplement. Senior debt securities in book-entry form will be
represented by one or more global securities registered in the name of a depositary, which will be the holder of
all the senior debt securities represented by the global security. Those who own beneficial interests in a global
senior debt security will do so through participants in the depositary’s securities clearing system, and the rights ofthese indirect owners will be governed solely by the applicable procedures of the depositary and its participants.
We describe book-entry securities below under “Legal Ownership and Book-Entry Issuance”.
Authentication and Delivery
At any time and from time to time after the execution and delivery of the Amended and Restated Deutsche
Bank Indenture, we may deliver senior debt securities of any series to the trustee for authentication, and thetrustee shall then authenticate and deliver such securities to or upon our written order, signed by an authorized
officer of ours, without any further action by us. In authenticating the senior debt securities and accepting theadditional responsibilities under the Amended and Restated Deutsche Bank Indenture, the trustee shall be entitled
to receive, and shall be fully protected in relying upon, various documentation from us, including copies of theresolution of our board of directors authorizing the issuance of securities, any supplemental indenture, officer’s
certificates and opinions from legal counsel.
Types of Senior Debt Securities
We may issue any of the three types of senior debt securities described below. A senior debt security may
have elements of each of the three types of senior debt securities described below. For example, a senior debt
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security may bear interest at a fixed rate for some periods and at a floating rate in others. Similarly, a senior debt
security may provide for a payment of principal at maturity linked to an index and also bear interest at a fixed or
floating rate.
Fixed Rate Senior Debt Securities
A fixed rate senior debt security will bear interest at a fixed rate described in the applicable prospectus
supplement. This type includes zero coupon senior debt securities, which bear no interest and are instead issued
at a price lower than the principal amount. See “—Original Issue Discount Senior Debt Securities” below for
more information about zero coupon and other original issue discount senior debt securities.
Each fixed rate senior debt security, except any zero coupon senior debt security, will bear interest from its
original issue date or from the most recent date to which interest on the senior debt security has been paid or
made available for payment. Interest will accrue on the principal of a fixed rate senior debt security at the fixed
rate per annum stated in the applicable prospectus supplement, until the principal is paid or made available forpayment or the senior debt security is converted or exchanged. Each payment of interest due on an interest
payment date or the date of maturity will include interest accrued from and including the last date to whichinterest has been paid, or made available for payment, or from the issue date if none has been paid or madeavailable for payment, to but excluding the interest payment date or the maturity. We will compute interest on
fixed rate senior debt securities on the basis of a 360-day year consisting of twelve 30-day months (30/360(ISDA) day count convention), unless your prospectus supplement provides that we will compute interest on adifferent basis.
If your senior debt security is a zero coupon senior debt security, the applicable prospectus supplement
may specify the original issue discount and the information necessary to determine the accreted value. The
accreted value will be (1) as of any date prior to the stated maturity, an amount equal to the sum of (A) theoriginal issue price of your senior debt security and (B) the portion of the excess of the principal amount of yoursenior debt security over the original issue price that shall have been accreted from the original issue price on adaily basis and compounded annually on a date specified in the applicable prospectus supplement, up to andincluding the stated maturity, at a rate that will be specified in the applicable prospectus supplement from theoriginal issue date, computed on the basis of a 360-day year consisting of twelve 30-day months; and (2) as ofany date on or after the stated maturity, the principal amount of your senior debt security.
Floating Rate Senior Debt Securities
A floating rate senior debt security will bear interest at rates that are determined by reference to an interest
rate formula. In some cases, the rates may also be adjusted by adding or subtracting a spread or multiplying by a
spread multiplier and may be subject to a minimum rate or a maximum rate. If your senior debt security is a
floating rate senior debt security, the formula and any adjustments that apply to the interest rate will be specified
in your prospectus supplement.
Each floating rate senior debt security will bear interest from its original issue date or from the most recent
date to which interest on the senior debt security has been paid or made available for payment. Interest willaccrue on the principal of a floating rate senior debt security at a rate per annum determined according to theinterest rate formula stated in the applicable prospectus supplement, until the principal is paid or made available
for payment.
Calculation Agent. Calculations relating to floating rate senior debt securities will be made by thecalculation agent, an institution that we appoint as our agent for this purpose. That institution may include one of
our affiliates. The prospectus supplement for a particular floating rate senior debt security will name theinstitution that we have appointed to act as the calculation agent for that senior debt security as of its originalissue date. We may appoint a different institution to serve as calculation agent from time to time after the original
16

issue date of the senior debt security without your consent and without notifying you of the change. Absent
manifest error, all determinations of the calculation agent will be final and binding on you and us, without any
liability on the part of the calculation agent.
Calculation of Interest. For each floating rate senior debt security, the calculation agent will determine, on
the corresponding interest calculation or interest determination date, as described in the applicable prospectus
supplement, the interest rate that takes effect on each interest reset date. In addition, the calculation agent willcalculate the amount of interest that has accrued during each interest period—i.e., the period from and including
an interest payment date (or, with respect to the initial interest period, the original issue date) to but excluding thenext succeeding interest payment date. For each interest period, the calculation agent will calculate the amount of
accrued interest by multiplying the face or other specified amount of the floating rate senior debt security by anaccrued interest factor for the interest period. Unless we specify otherwise in the applicable prospectus
supplement, this factor will be equal to the number of days in the applicable interest period divided by
360 (Actual/360 (ISDA) day count convention).
Upon the request of the holder of any floating rate senior debt security, the calculation agent will provide
for that senior debt security the interest rate then in effect—and, if determined, the interest rate that will become
effective on the next interest reset date. The calculation agent’s determination of any interest rate, and its
calculation of the amount of interest for any interest period, will be final and binding in the absence of manifest
error.
All percentages resulting from any calculation relating to any senior debt security will be rounded upward
or downward, as appropriate, to the next higher or lower one hundred-thousandth of a percentage point. Allamounts used in or resulting from any calculation relating to a floating rate senior debt security will be rounded
upward or downward, as appropriate, to the nearest cent, in the case of U.S. dollars, or to the nearest
corresponding hundredth of a unit, in the case of a currency other than U.S. dollars, with one-half cent or
one-half of a corresponding hundredth of a unit or more being rounded upward.
In determining the base rate that applies to a floating rate senior debt security during a particular interest
period, the calculation agent may obtain rate quotes from various banks or dealers active in the relevant market,
as described in the applicable prospectus supplement. Those reference banks and dealers may include thecalculation agent itself and its affiliates, as well as any underwriter, dealer or agent participating in the
distribution of the relevant floating rate senior debt securities and its affiliates, and they may include ouraffiliates.
Indexed Senior Debt Securities
An indexed senior debt security provides that the principal amount payable at its maturity, and/or theamount of interest payable on an interest payment date, will be determined by reference to:•securities of one or more issuers;•

one or more currencies;•

one or more commodities;•

any other financial, economic or other measure or instrument, including the occurrence or
non-occurrence of any event or circumstance;•

one or more indices; and/or•

one or more baskets of the items described above.

An indexed senior debt security may provide either for cash settlement or for physical settlement by
delivery of the underlying security or another property of the type listed above. An indexed senior debt security
17

may also provide that the form of settlement may be determined at our option or at the holder’s option. Some
indexed senior debt securities may be convertible, exercisable or exchangeable, at our option or at the holder’s
option, into or for our securities or securities of an issuer other than us.
If you purchase an indexed senior debt security, your prospectus supplement will include information about
the relevant index or indices, about how amounts that are to become payable will be determined by reference tothe price or value of that index or indices and about the terms on which the security may be settled physically orin cash. Your prospectus supplement will also identify the calculation agent that will calculate the amounts
payable with respect to the indexed senior debt security and will have sole discretion in doing so.
Original Issue Discount Senior Debt Securities
A fixed rate senior debt security, a floating rate senior debt security or an indexed senior debt security may
be an original issue discount senior debt security. A senior debt security of this type is generally issued at a pricelower than its principal amount and may provide that, upon redemption or acceleration of its maturity, an amountless than its principal amount may be payable. An original issue discount senior debt security may be a zero
coupon senior debt security. However, a senior debt security may be treated as issued with original issue discountfor U.S. federal income tax purposes regardless of whether the senior debt security is issued at a discount to its
principal. See, “Taxation—United States Taxation—United States Holders—Original Issue Discount” for a brief
description of the U.S. federal income tax consequences of owning a debt security that is treated as issued withoriginal issue discount for U.S. federal income tax purposes. Your prospectus supplement will state if we intend
to treat your senior debt security as issued with original issue discount for U.S. federal income tax purposes.
Information in Your Prospectus Supplement
Your prospectus supplement will describe the specific terms of your senior debt security, which will
include some or all of the following:•

the aggregate principal amount of your senior debt security or the senior debt securities of the sameseries, as applicable;•

the stated maturity;•

the specified currency or currencies for principal and interest and, if the specified currency is not
U.S. dollars, certain other terms relating to your senior debt security;•

the issue price at which we originally issue your senior debt security, expressed as a percentage of theprincipal amount, and the original issue date;•whether your senior debt security is a fixed rate senior debt security, a floating rate senior debt
security or an indexed senior debt security or any combination thereof;•

if your senior debt security is a fixed rate senior debt security, a rate per annum at which your seniordebt security will bear interest, if any, and the interest payment dates;•

if your senior debt security is a floating rate senior debt security, the interest rate basis; any applicableindex currency or index maturity, spread or spread multiplier or initial base rate, maximum rate orminimum rate; the interest reset, determination, calculation and payment dates; the day countconvention used to calculate interest payments for any period; the business day convention; and thecalculation agent;•

if your senior debt security is an indexed senior debt security, the principal amount, if any, we will
pay you at maturity, the amount of interest, if any, we will pay you on an interest payment date or theformula we will use to calculate these amounts, if any, and the terms on which your senior debt
security will be exchangeable for or payable in cash, securities or other property;18

•

if your senior debt security is also an original issue discount senior debt security, the yield to maturity;•

if applicable, the circumstances under which your senior debt security may be redeemed at our option
or repaid at the holder’s option before the stated maturity, including any redemption commencement
date, repayment date(s), redemption price(s) and redemption period(s);•the authorized denominations, if other than denominations of $2,000, and any integral multiples of$1,000 in excess thereof;•

the depositary for your senior debt security, if other than DTC, and any circumstances under which theholder may request securities in non-global form, if we choose not to issue your senior debt security inbook-entry form only;•

if we will pay you additional amounts with respect to withholding or deduction for or on account oftaxes, duties, assessments or governmental charges imposed or levied in Japan;•

if your senior debt security will be issued in bearer form, any special provisions relating to bearer
securities that are not addressed in this prospectus;•

the names and duties of any co-trustees, depositaries, authenticating agents, paying agents, transfer
agents or registrars for your senior debt security, as applicable;•

any change in the actions permitted or required under the Amended and Restated Deutsche Bank
Indenture or the Original Deutsche Bank Indenture to be taken by or on behalf of the holders of thesenior debt securities; and•any other terms of your senior debt security, which could be different from those described in thisprospectus.

Market-Making Transactions
One or more of our subsidiaries may engage in market-making transactions in the senior debt securities
after their initial issuance. We may also purchase senior debt securities in the open market or in privatetransactions to be held by us or cancelled.
Redemption and Repayment
Unless otherwise indicated in your prospectus supplement, your senior debt security will not be entitled tothe benefit of any sinking fund—that is, we will not deposit money on a regular basis into any separate custodial
account to repay your senior debt securities. In addition, we will not be entitled to redeem your senior debt
security before its stated maturity unless your prospectus supplement specifies a redemption commencement
date. You will not be entitled to require us to buy your senior debt security from you, before its stated maturity,
unless your prospectus supplement specifies one or more repayment dates.
If your prospectus supplement specifies a redemption commencement date or a repayment date, it will also
specify one or more redemption prices or repayment prices, which may be expressed as a percentage of theprincipal amount of your senior debt security. It may also specify one or more redemption periods during which
the redemption prices relating to a redemption of senior debt securities during those periods will apply.
If your prospectus supplement specifies a redemption commencement date, your senior debt security will
be redeemable at our option at any time on or after that date or at a specified time or times. If we redeem yoursenior debt security, we will do so at the specified redemption price, together with interest accrued to but
excluding the redemption date. If different prices are specified for different redemption periods, the price we pay
will be the price that applies to the redemption period during which your senior debt security is redeemed.
If your prospectus supplement specifies a repayment date, your senior debt security will be repayable at theholder’s option on the specified repayment date at the specified repayment price, together with interest accrued tobut excluding the repayment date.
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If we exercise an option to redeem any senior debt security, we will give to the holder written notice of theprincipal amount of the senior debt security to be redeemed, not less than 30 days nor more than 60 days before
the applicable redemption date. We will give the notice in the manner described below in “—Notices”.
If a senior debt security represented by a global senior debt security is subject to repayment at the holder’s
option, the depositary or its nominee, as the holder, will be the only person that can exercise the right torepayment. Any indirect owners who own beneficial interests in the global senior debt security and wish to
exercise a repayment right must give proper and timely instructions to their banks or brokers through which theyhold their interests, requesting that they notify the depositary to exercise the repayment right on their behalf.
Different firms have different deadlines for accepting instructions from their customers, and you shouldtake care to act promptly enough to ensure that your request is given effect by the depositary before theapplicable deadline for exercise.
Street name and other indirect owners should contact their banks or brokers for information about how to
exercise a repayment right in a timely manner.
We or our affiliates may purchase senior debt securities from investors who are willing to sell from time totime, either in the open market at prevailing prices or in private transactions at negotiated prices. Senior debt
securities that we or they purchase may, at our discretion, be held, resold or canceled.
Optional Tax Redemption
In the event of changes to Japanese withholding tax law after the date of the applicable prospectus
supplement, and in other limited circumstances that require us to pay additional amounts, as described in“—Payment of Additional Amounts”, we may call all, but not less than all, of the relevant senior debt securities
for redemption.
If we call the senior debt securities, we must pay you 100% of their principal amount (except in the case ofcertain original issue discount securities). We will also pay you accrued but unpaid interest through but notincluding the date fixed for redemption and any related additional amounts due on the date fixed for redemption.
Senior debt securities will stop bearing interest on the redemption date, even if you do not collect your money.
We will give notice to the trustee of any redemption we propose to make at least 45 days, but not more than 60days, before the redemption date. Notice by the trustee to participating institutions and by these participants tostreet name holders of indirect interests in the senior debt securities will be made according to arrangements
among them and may be subject to statutory or regulatory requirements.
Prior to giving notice of a tax redemption, we will deliver to the trustee (i) a certificate signed by a duly
authorized officer stating that we are entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to our right to so redeem have occurred, and (ii) an opinion of independent
legal counsel of recognized standing to the effect that we are or would be required to pay additional amounts as aresult of such change in Japanese law.
Mergers and Similar Transactions
We are generally permitted to consolidate with or merge into another corporation or other entity. We arealso permitted to convey, transfer or lease our properties and assets substantially as an entirety to anothercorporation or other entity. With regard to any series of senior debt securities, however, we may not take any ofthese actions unless all the following conditions are met:•

If the successor entity in the transaction is not Nomura Holdings, Inc., the successor entity must beorganized and validly existing as a corporation, partnership or trust and must expressly assume our
20

obligations under the senior debt securities of that series and the underlying Amended and Restated
Deutsche Bank Indenture with respect to that series. The successor entity may be organized under thelaws of any jurisdiction, whether in Japan, the United States or elsewhere.
•

Immediately after giving effect to the transaction, no default under the senior debt securities of that
series has occurred and is continuing. For this purpose, “default under the senior debt securities of that
series” means an event of default with respect to that series or any event that would be an event ofdefault with respect to that series if the requirements for giving us default notice and for our default
having to continue for a specific period of time were disregarded. We describe these matters below
under “—Default, Remedies and Waiver of Default”.

If the conditions described above are satisfied with respect to the senior debt securities of any series, wewill not need to obtain the approval of the holders of those senior debt securities in order to merge or consolidateor to convey, transfer or lease our properties and assets. Also, these conditions will apply only if we wish tomerge or consolidate with another entity or convey, transfer or lease our properties and assets substantially as anentirety to another entity. We will not need to satisfy these conditions if we enter into other types of transactions,
including any transaction in which we acquire the stock or assets of another entity, any transaction that involves achange of control of Nomura Holdings, Inc., or any share-for-share exchange (kabushiki-kokan), share transfer(kabushiki-iten) or corporate split (kaisha bunkatsu) pursuant to the Companies Act of Japan (Act No. 86 of2005, as amended), or the “Companies Act”, but in which we do not merge or consolidate, and any transaction inwhich we convey, transfer or lease less than substantially all our properties and assets.
Also, if we merge, consolidate or sell our assets substantially as an entirety, neither we nor any successor
would have any obligation to compensate you for any resulting adverse tax consequences relating to your seniordebt securities.
Restriction on Certain Liens
We will not, so long as any senior debt securities remain outstanding, create or permit to be outstanding
any mortgage, charge, pledge or other security interest upon the whole or any part of our property, assets orrevenues, present or future, to secure for the benefit of the holders of any External Indebtedness (i) payment of
any sum due in respect of any External Indebtedness or (ii) any payment under any guarantee of any External
Indebtedness or (iii) any payment under any indemnity or other like obligation relating to any External
Indebtedness, without in any such case at the same time according to the senior debt security either the same
security as is granted to or is outstanding in respect of such External Indebtedness or guarantee of or indemnity
or other like obligation in respect of External Indebtedness or such other security, guarantee of or indemnity orother like obligation as shall be approved with the consent of the holders of a majority in principal amount of allsenior debt securities at the time outstanding (considered together as one class for this purpose).
For the purpose of this subsection, “External Indebtedness” means any indebtedness represented by bonds,
debentures, notes or other similar investment securities with a stated maturity of more than one year from thecreation thereof, which (a) are either (i) by their terms payable, or confer a right to receive payment, in any
currency other than Japanese yen or (ii) denominated in Japanese yen and more than 50% of the aggregate
principal amount thereof is initially distributed outside Japan by or with the authorization of the issuer thereof;and (b) are for the time being, or are intended to be, quoted, listed, ordinarily dealt in or traded on any stock
exchange or over-the-counter or other securities market outside Japan.
Defeasance and Covenant Defeasance
Unless we say otherwise in the applicable prospectus supplement, the provisions for full defeasance andcovenant defeasance described below apply to our senior debt securities. In general, we expect these provisions
to apply to each senior debt security that has a specified currency of U.S. dollars and is not a floating rate orindexed senior debt security.
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Full DefeasanceIf there is a change in U.S. federal tax law, as described below, we can legally release ourselves from all
payment and other obligations on any senior debt securities. For us to do so, each of the following conditions,among others, must occur:•

We must deposit in trust for the benefit of all holders of those senior debt securities (i) money,(ii) U.S. government or U.S. government agency notes or bonds or (iii) a combination thereof, in eachcase in an amount that will generate enough cash to make interest, principal and any other paymentson those senior debt securities on their various due dates;•

There must be a change in current U.S. federal income tax law or an Internal Revenue Service rulingthat permits us to make the above deposit without causing the holders to be taxed on those senior debt
securities under the then current U.S. federal income tax law any differently than if we did not makethe deposit and just repaid those senior debt securities ourselves. Under current U.S. federal income
tax law, the deposit and our legal release from your senior debt security would be treated as though wetook back your senior debt security and gave you your share of the cash and notes or bonds depositedin trust. In that event, you could recognize gain or loss on your senior debt security; and•We must deliver to the trustee a legal opinion of our counsel confirming the tax law change describedabove.

If we ever fully defeased your senior debt security, you would have to rely solely on the trust deposit for
payments on your senior debt security. You would not be able to look to us for payment in the event of any
shortfall.
Covenant Defeasance
Under current U.S. federal tax law, we can make the same type of deposit described above and be released
from the restriction on liens described under “—Restriction on Certain Liens” above and any other restrictive
covenants relating to your senior debt security that may be described in your prospectus supplement. In thatevent, you would lose the protection of those restrictive covenants. In order to achieve covenant defeasance forany senior debt securities, we must do both of the following:•

We must deposit in trust for the benefit of the holders of those senior debt securities (i) money,(ii) U.S. government or U.S. government agency notes or bonds or (iii) a combination thereof, in eachcase in an amount that will generate enough cash to make interest, principal and any other paymentson those senior debt securities on their various due dates; and•We must deliver to the trustee a legal opinion of our counsel confirming that under then current
U.S. federal income tax law we may make the above deposit without causing the holders to be taxedon those senior debt securities any differently than if we did not make the deposit and just repaid thosesenior debt securities ourselves.

If we accomplish covenant defeasance with regard to your senior debt security, the following provisions of
the Amended and Restated Deutsche Bank Indenture or the Original Deutsche Bank Indenture and your seniordebt security would no longer apply:•

Our promise not to create liens on our External Indebtedness or our guarantee of a third party
indebtedness described above under “—Restriction on Certain Liens;•

Any additional covenants that your prospectus supplement may state are applicable to your senior debt
security; and•The events of default resulting from a breach of covenants, described below in the fourth bullet point
under “—Default, Remedies and Waiver of Default—Events of Default”.
22Any right we have to redeem will survive covenant defeasance with regard to those senior debt securities.
If we accomplish covenant defeasance on your senior debt security, you can still look to us for repaymentof your senior debt security in the event of any shortfall in the trust deposit. You should note, however, that if
one of the remaining events of default occurred, such as our bankruptcy, and your senior debt security became
immediately due and payable, there may be a shortfall. Depending on the event causing the default, you may not
be able to obtain payment of the shortfall.
Default, Remedies and Waiver of Default
You will have special rights if an event of default with respect to your series of senior debt securities
occurs and is continuing, as described in this subsection.
Events of Default
Unless your prospectus supplement says otherwise, when we refer to an event of default with respect to any
series of senior debt securities, we mean any of the following:•

We do not pay the principal or any premium on any senior debt security of that series on the due date
and the non-payment continues for a period of seven days;•

We do not pay interest on any senior debt security of that series within 30 days after the due date;•

We do not deposit a sinking fund payment with regard to any senior debt security of that series on thedue date, but only if the payment is required under provisions described in the applicable prospectus
supplement and non-deposit continues for a period of seven days;•

We default in the performance or remain in breach of any covenant we make in the Amended andRestated Deutsche Bank Indenture for the benefit of the relevant series, for 90 days after we receive a
notice of default stating that we are in default or breach and requiring us to remedy the default or
breach. The notice must be sent by the trustee or the holders of at least 25% in principal amount of therelevant series of senior debt securities then outstanding;•

We do not repay indebtedness for borrowed money with an aggregate outstanding principal amount ofat least $10,000,000 (or its equivalent in any other currency or currencies) becoming prematurely
repayable following a default, or default in the repayment of any such indebtedness at maturity or at
the expiration of any applicable grace period (or in the case of such indebtedness due on demand,
default in the payment of such indebtedness at the expiration of three business days after demand or, if
longer, any applicable grace period), or any guarantee of or indemnity in respect of any indebtedness
for borrowed money of others with a principal amount or aggregate principal amount for the time
being outstanding of at least $10,000,000 (or its equivalent in any other currency or currencies) nothonored when due and called upon at the expiration of any applicable grace period; or•We file for bankruptcy or other events of voluntary or involuntary bankruptcy, insolvency orreorganization relating to us occur; or•If the applicable prospectus supplement states that any additional event of default applies to the series,that event of default occurs.

We may change, eliminate, or add to the events of default with respect to any particular series or any
particular senior debt security or senior debt securities within a series, as indicated in the applicable prospectus
supplement.
Remedies If an Event of Default Occurs
Except as otherwise specified in the applicable prospectus supplement, if an event of default has occurredwith respect to any series of senior debt securities and has not been cured or waived, the trustee or the holders of23

not less than 25% in principal amount of all senior debt securities of that series then outstanding may accelerate
the stated maturity of the affected series of senior debt securities by declaring the entire principal amount of thesenior debt securities of that series to be due immediately.
Except as otherwise specified in the applicable prospectus supplement, if the stated maturity of any series
is accelerated and a judgment for payment has not yet been obtained, the holders of a majority in principal
amount of the senior debt securities of that series may cancel the acceleration, subject to certain conditions set
forth in the Amended and Restated Deutsche Bank Indenture.
The trustee is not required to take any action under the relevant Amended and Restated Deutsche Bank
Indenture or the Original Deutsche Bank Indenture at the request of any holders unless the holders offer thetrustee reasonable protection from expenses and liability. If the trustee is provided with an indemnity reasonably
satisfactory to it, the holders of a majority in principal amount of all senior debt securities of the relevant series
may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy
available to the trustee with respect to that series. These majority holders may also direct the trustee in
performing any other action under the Amended and Restated Deutsche Bank Indenture or the Original Deutsche
Bank Indenture with respect to the senior debt securities of that series.
Before you bypass the trustee and bring your own lawsuit or other formal legal action or take other steps toenforce your rights or protect your interests relating to any senior debt security, all of the following must occur:•

The holder of our senior debt securities must give the trustee written notice that an event of default has
occurred, and the event of default must not have been cured or waived;•

The holders of not less than 25% in principal amount of all senior debt securities of your series must
make a written request that the trustee take action because of the default, and they or other holders
must offer to the trustee indemnity reasonably satisfactory to the trustee against the cost and otherliabilities of taking that action;•

The trustee must not have taken action for 60 days after the above steps have been taken; and•During those 60 days, the holders of a majority in principal amount of the senior debt securities ofyour series must not have given the trustee directions that are inconsistent with the above written
request of the holders of not less than 25% in principal amount of the senior debt securities of yourseries.

You are entitled at any time, however, to bring a lawsuit for the payment of money due on your senior debt
security on or after its stated maturity (or, if your senior debt security is redeemable, on or after its redemptiondate).
Waiver of Default
The holders of not less than a majority in principal amount of the senior debt securities of any series may
waive a default for all senior debt securities of that series. If this happens, the default will be treated as if it has
not occurred. No one can waive a payment default on your senior debt security, however, without the approval of
the particular holder of that senior debt security.
Compliance with Amended and Restated Deutsche Bank Indenture
We will furnish to the trustee every year a written statement certifying that to our knowledge we are incompliance with the Amended and Restated Deutsche Bank Indenture or the Original Deutsche Bank Indenture
and the senior debt securities issued under them, or else specifying any default under the Amended and Restated
Deutsche Bank Indenture or the Original Deutsche Bank Indenture.
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Book-entry and other indirect owners should consult their banks or brokers for information on how to givenotice or direction to or make a request of the trustee and how to declare or cancel an acceleration of the statedmaturity of a series of senior debt securities. Book-entry and other indirect owners are described below under“Legal Ownership and Book-Entry Issuance”.
Modification of the Amended and Restated Deutsche Bank Indenture and Waiver of Covenants
There are four types of changes we can make to our Amended and Restated Deutsche Bank Indenture andthe senior debt securities or series of senior debt securities issued under a particular Amended and Restated
Deutsche Bank Indenture.
Changes Requiring Holders’ ApprovalFirst, there are changes that cannot be made without the approval of the holder of each senior debt security
affected by the change under the Amended and Restated Deutsche Bank Indenture or the Original Deutsche Bank
Indenture. Here is a list of those types of changes:•

change the stated maturity for any principal or interest payment on a senior debt security;•

reduce the principal amount, the amount payable on acceleration of the stated maturity after a default,
the interest rate or the redemption price for a senior debt security;•

permit redemption of a senior debt security if not previously permitted;•

impair any right a holder may have to require repayment of its senior debt security;•

impair any right that a holder of an indexed or any other senior debt security may have to convert thesenior debt security for or into securities;•change the currency of any payment on a senior debt security;•change the place of payment on a senior debt security;•

impair a holder’s right to sue for payment of any amount due on its senior debt security;•

reduce the percentage in principal amount of the senior debt securities of any one or more affected
series, taken separately or together, as applicable, and whether comprising the same or different seriesor less than all of the senior debt securities of a series, the approval of whose holders is needed tochange the Amended and Restated Deutsche Bank Indenture or those senior debt securities;•

reduce the percentage in principal amount of the senior debt securities of any one or more affected
series, taken separately or together, as applicable, and whether comprising the same or different seriesor less than all of the senior debt securities of a series, the consent of whose holders is needed towaive our compliance with the Amended and Restated Deutsche Bank Indenture or the OriginalDeutsche Bank Indenture or to waive defaults; and•change the provisions of the Amended and Restated Deutsche Bank Indenture or the OriginalDeutsche Bank Indenture dealing with modification and waiver in any other respect, except toincrease any required percentage referred to above or to add to the provisions that cannot be changed
or waived without approval of the holder of each affected senior debt security.

Changes Not Requiring Holders’ Approval
Changes to the Amended and Restated Deutsche Bank Indenture or the Original Deutsche Bank Indenturethat are limited to clarifications and changes that would not adversely affect any senior debt securities of any
series in any material respect do not require the approval of the holders of the affected senior debt securities.
Holders’ approval is similarly not necessary to make changes that affect only senior debt securities to be issued
under the applicable Amended and Restated Deutsche Bank Indenture or the Original Deutsche Bank Indenture
after the changes take effect.
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We may also make changes or obtain waivers that do not adversely affect a particular senior debt security,even if they affect other senior debt securities. In those cases, we do not need to obtain the approval of the holderof the unaffected senior debt security; we need only obtain any required approvals from the holders of theaffected senior debt securities.
Changes Requiring Majority Approval
Any other change to the Amended and Restated Deutsche Bank Indenture or the Original Deutsche Bank
Indenture and the senior debt securities issued under that Amended and Restated Deutsche Bank Indenture or theOriginal Deutsche Bank Indenture would require the following approval:•

If the change affects only particular senior debt securities within a series, it must be approved by theholders of a majority in principal amount of such particular senior debt securities.

•

If the change affects multiple senior debt securities of one or more series, it must be approved by theholders of a majority in principal amount of all senior debt securities affected by the change, with all
such affected senior debt securities voting together as one class for this purpose (and by the holders ofa majority in principal amount of any affected senior debt securities that by their terms are entitled tovote separately as described below).

In each case, the required approval must be given by written consent.
The modification of terms with respect to certain securities of a series issued under the Amended andRestated Deutsche Bank Indenture or the Original Deutsche Bank Indenture could be effectuated withoutobtaining the consent of the holders of a majority in principal amount of other securities of such series that are
not affected by such modification.
The same majority approval would be required for us to obtain a waiver of any of our covenants in any
Amended and Restated Deutsche Bank Indenture or the Original Deutsche Bank Indenture. Our covenants
include the promises we make about merging and putting liens on certain of our interests, which we describe
above under “—Mergers and Similar Transactions” and “—Restrictions on Certain Liens”. If the holders approvea waiver of a covenant, we will not have to comply with it. The holders, however, cannot approve a waiver ofany provision in a particular senior debt security, or in the applicable Amended and Restated Deutsche Bank
Indenture or the Original Deutsche Bank Indenture as it affects that senior debt security, that we cannot change
without the approval of the holder of that senior debt security as described above in “—Changes Requiring
Holders’ Approval”, unless that holder approves the waiver.
Book-entry and other indirect owners should consult their banks or brokers for information on how
approval may be granted or denied if we seek to change a senior debt indenture or any senior debt securities orrequest a waiver.
Special Rules for Action by Holders
When holders take any action under our Amended and Restated Deutsche Bank Indenture or the OriginalDeutsche Bank Indenture, such as giving a notice of default, declaring an acceleration, approving any change or
waiver or giving the trustee an instruction, we will apply the following rules.
Only Outstanding Senior Debt Securities Are Eligible
Only holders of outstanding senior debt securities or the outstanding senior debt securities of the applicableseries, as applicable, will be eligible to participate in any action by holders of such senior debt securities or thesenior debt securities of that series. Also, we will count only outstanding senior debt securities in determining
26

whether the various percentage requirements for taking action have been met. For these purposes, a senior debt
security will not be “outstanding” if:•

it has been cancelled or surrendered for cancellation;•

we have deposited or set aside, in trust for its holder, money for its payment or redemption;•

we have fully defeased it as described above under “—Defeasance and Covenant Defeasance—Full
Defeasance”;•

it has been issued as a replacement for a mutilated, destroyed, lost or stolen senior debt security; or•

we or one of our affiliates, such as Nomura Securities International, Inc., is the owner.

Special Class Voting Rights
We may issue particular senior debt securities or a particular series of senior debt securities, as applicable,that are entitled, by their terms, to vote separately on matters (for example, modification or waiver of provisions
in the applicable senior debt indenture) that would otherwise require a vote of all affected senior debt securities
or all affected series voting together as a single class. Any such senior debt securities or series of senior debt
securities would be entitled to vote together with all other affected senior debt securities or affected series voting
together as one class, and would also be entitled to vote separately as a class only. In some cases, other parties
may be entitled to exercise these special voting rights on behalf of the holders of the relevant senior debt
securities or the relevant series. For other senior debt securities or series of senior debt securities that have theserights, the rights will be described in the applicable prospectus supplement. For senior debt securities or series ofsenior debt securities that do not have these special rights, voting will occur as described in the preceding section,
but subject to any separate voting rights of any other senior debt securities or series of senior debt securities
having special rights.
We may issue series having these or other special voting rights without obtaining the consent of or giving
notice to holders of outstanding senior debt securities or series.
Eligible Principal Amount of Some Senior Debt Securities
In some situations, we may follow special rules in calculating the principal amount of senior debt securities
that are to be treated as outstanding for the purposes described above. This may happen, for example, if theprincipal amount is payable in a non-U.S. dollar currency, increases over time or is not to be fixed until maturity.
For any senior debt security of the kind described below, we will decide how much principal amount toattribute to the senior debt security as follows:•

For an original issue discount senior debt security, we will use the principal amount that would be dueand payable on the date of the holders’ action if the maturity of the senior debt security wereaccelerated to that date because of a default;•

For a senior debt security whose principal amount is not known, we will use any amount that we
indicate in the prospectus supplement for that senior debt security. The principal amount of a seniordebt security may not be known, for example, because it is based on an index that changes from time
to time and the principal amount is not to be determined until a later date; or•

For senior debt securities with a principal amount denominated in one or more non-U.S. dollar
currencies or currency units, we will use the U.S. dollar equivalent, which we will determine as of thedate of the holders’ action in the manner provided in the prospectus supplement for that senior debt
security.
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Determining Record Dates for Action by Holders
We will generally be entitled to set any day as a record date for the purpose of determining the holders thatare entitled to take action under the Amended and Restated Deutsche Bank Indenture or the Original Deutsche
Bank Indenture. In certain limited circumstances, only the trustee will be entitled to set a record date for action
by holders. If we or the trustee set a record date for an approval or other action to be taken by holders, that voteor action may be taken only by persons or entities who are holders on the record date and must be taken during
the period that we specify for this purpose, or that the trustee specifies if it sets the record date. We or the trustee,
as applicable, may shorten or lengthen this period from time to time. This period, however, may not extend
beyond the 180th day after the record date for the action. In addition, record dates for any global senior debt
security may be set in accordance with procedures established by the depositary from time to time. Accordingly,
record dates for global senior debt securities may differ from those for other senior debt securities.
Form, Exchange and Transfer of Senior Debt Securities
If any senior debt securities cease to be issued in registered global form, they will be issued:•

only in fully registered form;•

without interest coupons; and•unless we indicate otherwise in your prospectus supplement, in denominations of $2,000 and integral
multiples of $1,000 in excess thereof.

Holders may exchange their senior debt securities for senior debt securities of smaller denominations or
combined into fewer senior debt securities of larger denominations, as long as the total principal amount is notchanged. You may not exchange your senior debt securities for securities of a different series or having different
terms, unless your prospectus supplement says you may.
Holders may exchange or transfer their senior debt securities at the office of the trustee. They may also
replace lost, stolen, destroyed or mutilated senior debt securities at that office. We have appointed the trustee toact as our agent for registering senior debt securities in the names of holders and transferring and replacing seniordebt securities. We may appoint another entity to perform these functions or perform them ourselves.
Holders will not be required to pay a service charge to transfer or exchange their senior debt securities, butthey may be required to pay for any tax or other governmental charge associated with the exchange or transfer.
The transfer or exchange, and any replacement, will be made only if our transfer agent is satisfied with theholder’s proof of legal ownership. The transfer agent may require an indemnity before replacing any senior debt
securities.
If we have designated additional transfer agents for your senior debt security, they will be named in yourprospectus supplement. We may appoint additional transfer agents or cancel the appointment of any particulartransfer agent. We may also approve a change in the office through which any transfer agent acts.
If the senior debt securities of any series are redeemable and we redeem less than all of those senior debt
securities, we may block the transfer or exchange of those senior debt securities during the period beginning
15 calendar days before the day we mail the notice of redemption and ending on the day of that mailing, in orderto freeze the list of holders to prepare the mailing. We may also refuse to register transfers of or exchange any
senior debt security selected for redemption, except that we will continue to permit transfers and exchanges of
the unredeemed portion of any senior debt security being partially redeemed.
If a senior debt security is issued as a global senior debt security, only the depositary, DTC, Euroclear or
Clearstream, as applicable, will be entitled to transfer and exchange the senior debt security as described in thissubsection, since the depositary will be the sole holder of the senior debt security.
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The rules for exchange described above apply to exchange of senior debt securities for other senior debt
securities of the same series and kind. If a senior debt security is convertible, exercisable or exchangeable into or
for a different kind of security, such as one that we have not issued, or for other property, the rules governing thattype of conversion, exercise or exchange will be described in the applicable prospectus supplement.
Payment Mechanics for Senior Debt Securities
Payment and Record Dates for Interest
The dates on which interest will be payable and the regular record date relating to an interest payment date
for any fixed rate senior debt security, floating rate senior debt security or indexed senior debt security will be
specified in your prospectus supplement. The record dates will apply regardless of whether a particular record
date is a “business day”, as defined below. For the purpose of determining the holder at the close of business on aregular record date when business is not being conducted, the close of business will mean 5:00 P.M., New York
City time, on that day. Unless we specify otherwise in this prospectus or in the applicable prospectus supplement,
the term “days” refers to calendar days.
Receipt of Payment
If interest is due on a senior debt security on an interest payment date, we will pay the interest to the person
in whose name the senior debt security is registered at the close of business on the regular record date relating to
the interest payment date as described in the applicable prospectus supplement. If interest is due at maturity but
on a day that is not an interest payment date, we will pay the interest to the person entitled to receive theprincipal of the senior debt security. If principal or another amount besides interest is due on a senior debt
security at maturity, we will pay the amount to the holder of the senior debt security against surrender of thesenior debt security at a proper place of payment or, in the case of a global senior debt security, in accordancewith the applicable policies of the depositary, DTC, Euroclear or Clearstream, as applicable.
Business Days
One or more of the following business day definitions shall apply to any senior debt security:“Euro business day” means each Monday, Tuesday, Wednesday, Thursday and Friday on which the TransEuropean Automated Real-Time Gross Settlement Express Transfer (TARGET) System, or any successor
system, is open for business.
“London business day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a dayon which banking institutions in London generally are authorized or obligated by law, regulation or executive
order to close and, in the case of a senior debt security for which LIBOR is an interest rate basis, is also a day on
which dealings in the applicable index currency are transacted in the London interbank market.
“New York business day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a
day on which banking institutions in New York City generally are authorized or obligated by law, regulation or
executive order to close.
“Tokyo business day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in Tokyo generally are authorized or obligated by law, regulation or executive order toclose.
Additional business days not defined above may apply to any senior debt security and will be described in
the applicable prospectus supplement.
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Business Day Conventions
As specified in the applicable prospectus supplement, one of the following business day conventions may
apply to any senior debt security with regard to any relevant date other than one that falls on the maturity:“Following business day convention” means, for any interest payment date, other than the maturity, if
such date would otherwise fall on a day that is not a business day, then such date will be postponed to the next
day that is a business day.
“Modified following business day convention” means, for any interest payment date, other than thematurity, if such date would otherwise fall on a day that is not a business day, then such date will be postponed to
the next day that is a business day, except that, if the next business day falls in the next calendar month, thensuch date will be advanced to the immediately preceding day that is a business day.
“Following unadjusted business day convention” means, for any interest payment date, other than thematurity, that falls on a day that is not a business day, any payment due on such interest payment date will be
postponed to the next day that is a business day; provided that interest due with respect to such interest payment
date shall not accrue from and including such interest payment date to and including the date of payment of suchinterest as so postponed.
“Modified following unadjusted business day convention” means, for any interest payment date, otherthan the maturity, that falls on a day that is not a business day, any payment due on such interest payment date
will be postponed to the next day that is a business day; provided that interest due with respect to such interest
payment date shall not accrue from and including such interest payment date to and including the date ofpayment of such interest as so postponed, and provided further that, if such day would fall in the next calendar
month, the date of payment with respect to such interest payment date will be advanced to the business day
immediately preceding such interest payment date.
In all cases, if the stated maturity or any earlier redemption date or repayment date with respect to a seniordebt security falls on a day that is not a business day, any payment of principal, premium, if any, and interest
otherwise due on such day will be made on the next succeeding business day, and no interest on such payment
shall accrue for the period from and after such stated maturity, redemption date or repayment date, as the casemay be.
Payments Due in U.S. Dollars
We will follow the practice described in this subsection when paying amounts due in U.S. dollars.
Payments of amounts due in other currencies will be made as described in the next subsection.
Payments on Global Senior Debt Securities. We will make payments on a global senior debt security inaccordance with the applicable policies of the depositary, which will be DTC, Euroclear or Clearstream, as
applicable, as in effect from time to time. Under those policies, we will pay directly to the depositary, or its
nominee, and not to any indirect owners who own beneficial interests in the global senior debt security. An
indirect owner’s right to receive those payments will be governed by the rules and practices of the depositary andits participants, as described below in the section entitled “Legal Ownership and Book-Entry Issuance—Global
Security”.
Payments on Non-Global Senior Debt Securities. We will make payments on a senior debt security in
non-global, registered form as follows. We will pay interest that is due on an interest payment date by check
mailed on the interest payment date to the holder at his or her address shown on the trustee’s records as of theclose of business on the regular record date. We will make all other payments by check or via wire transfer at thepaying agent described below, against surrender of the senior debt security. All payments by check will be madein next-day funds—i.e., funds that become available on the day after the check is cashed or wire transfer iscompleted.
30

Alternatively, if a non-global senior debt security has a principal amount of at least $1,000,000 (and theequivalent in another currency) and the holder asks us to do so, we will pay any amount that becomes due on thesenior debt security by wire transfer of immediately available funds to an account at a bank in New York City, on
the due date. To request wire payment, the holder must give the paying agent appropriate wire transfer
instructions at least five business days before the requested wire payment is due. In the case of any interest
payment due on an interest payment date, the instructions must be given by the person or entity who is the holder
on the relevant regular record date. In the case of any other payment, payment will be made only after the seniordebt security is surrendered to the paying agent. Any wire instructions, once properly given, will remain in effectunless and until new instructions are given in the manner described above.
Book-entry and other indirect owners should consult their banks or brokers for information on how they
will receive payments on their senior debt securities.
Payments Due in non-U.S. Currencies
We will follow the practice described in this subsection when paying amounts that are due in a specified
currency other than U.S. dollars.
Payments on Global Senior Debt Securities. We will make payments on a global senior debt security inthe applicable specified currency in accordance with the applicable policies as in effect from time to time of thedepositary, which will be DTC, Euroclear or Clearstream, as applicable. Unless we specify otherwise in theapplicable prospectus supplement, DTC will be the depositary for all senior debt securities in global form.
Indirect owners of a global senior debt security denominated in a currency other than U.S. dollars should
consult their banks or brokers for information on how to request payment in the specified currency in cases
where holders have a right to do so.
Payments on Non-Global Senior Debt Securities. Except as described in the third paragraph under thisheading, we will make payments on a senior debt security in non-global form in the applicable specified
currency. We will make these payments by wire transfer of immediately available funds to any account that ismaintained in the applicable specified currency at a bank designated by the holder and is acceptable to us and thetrustee. To designate an account for wire payment, the holder must give the paying agent appropriate wire
instructions at least five business days before the requested wire payment is due. In the case of any interest
payment due on an interest payment date, the instructions must be given by the person or entity who is the holder
on the regular record date. In the case of any other payment, the payment will be made only after the senior debt
security is surrendered to the paying agent. Any instructions, once properly given, will remain in effect unlessand until new instructions are properly given in the manner described above.
If a holder fails to give instructions as described above, we will notify the holder at the address in thetrustee’s records and will make the payment within five business days after the holder provides appropriate
instructions. Any late payment made in these circumstances will be treated under the Amended and Restated
Deutsche Bank Indenture or the Original Deutsche Bank Indenture as if made on the due date, and no interest
will accrue on the late payment from the due date to the date paid.
Although a payment on a senior debt security in non-global form may be due in a specified currency otherthan U.S. dollars, we will make the payment in U.S. dollars if your prospectus supplement specifies that holders
may ask us to do so and you make such a request. To request U.S. dollar payment in these circumstances, theholder must provide appropriate written notice to the trustee at least five business days before the next due date
for which payment in U.S. dollars is requested. In the case of any interest payment due on an interest payment
date, the request must be made by the person or entity who is the holder on the regular record date. Any request,
once properly made, will remain in effect unless and until revoked by notice properly given in the manner
described above.
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Book-entry and other indirect owners of a senior debt security with a specified currency other than
U.S. dollars should contact their banks or brokers for information about how to receive payments in the specified
currency or in U.S. dollars.
Conversion to U.S. dollars. Unless otherwise indicated in your prospectus supplement, holders are notentitled to receive payments in U.S. dollars of an amount due in another currency, either on a global senior debt
security or a non-global senior debt security.
If your prospectus supplement specifies that holders may request that we make payments in U.S. dollars ofan amount due in another currency, the exchange rate agent described below will calculate the U.S. dollar
amount the holder receives in the exchange rate agent’s discretion. A holder that requests payment in U.S. dollars
will bear all associated currency exchange costs, which will be deducted from the payment.
When the Specified Currency Is Not Available. If we are obligated to make any payment in a specified
currency other than U.S. dollars, and the specified currency or any successor currency is not available to us due
to circumstances beyond our control—such as the imposition of exchange controls or a disruption in the currency
markets—we will be entitled to satisfy our obligation to make the payment in that specified currency by making
the payment in U.S. dollars, on the basis of the exchange rate determined by the exchange rate agent described
below, in its discretion.
The foregoing will apply to any senior debt security, whether in global or non-global form, and to any
payment, including a payment at maturity. Any payment made under the circumstances and in a manner
described above will not result in a default under any senior debt security, the Amended and Restated Deutsche
Bank Indenture or the Original Deutsche Bank Indenture.
Exchange Rate Agent. If we issue a senior debt security in a specified currency other than dollars, we will
appoint a financial institution to act as the exchange rate agent and will name the institution initially appointed
when the senior debt security is originally issued in the applicable prospectus supplement. We may select one of
our affiliates to perform this role. We may change the exchange rate agent from time to time after the originalissue date of the senior debt security without your consent and without notifying you of the change.
All determinations made by the exchange rate agent will be in its sole discretion unless we state in theapplicable prospectus supplement that any determination requires our approval. In the absence of manifest error,
those determinations will be conclusive for all purposes and binding on you and us, without any liability on thepart of the exchange rate agent.
Payment When Offices Are Closed
Unless specified otherwise in the applicable prospectus supplement, if any payment is due on a senior debt
security on a day that is not a business day, we will make the payment on the next business day. Payments
postponed to the next business day in this situation will be treated under the Amended and Restated Deutsche
Bank Indenture or the Original Deutsche Bank Indenture as if they were made on the original due date.
Postponement of this kind will not result in a default under any senior debt security or the Amended and Restated
Deutsche Bank Indenture or the Original Deutsche Bank Indenture, and, unless otherwise specified on theapplicable prospectus supplement, no interest will accrue on the postponed amount from the original due date to
the next business day.
Paying Agent
We may appoint one or more financial institutions to act as our paying agents, at whose designated offices
senior debt securities in non-global entry form may be surrendered for payment at their maturity. We call each of
those offices a paying agent. We may add, replace or terminate paying agents from time to time. We may alsochoose to act as our own paying agent. Initially, we have appointed the trustee, at its corporate trust office in
New York City, as the paying agent. We must notify the trustee of changes in the paying agents.
32

Unclaimed Payments
Regardless of who acts as paying agent, all money paid by us to a paying agent that remains unclaimed at
the end of two years after the amount is due to a holder will be repaid to us. After that two-year period, the holder
may look only to us for payment and not to the trustee, any other paying agent or anyone else.
Notices
Notices to be given to holders of a global senior debt security will be given only to the depositary, in
accordance with its applicable policies as in effect from time to time. Notices to be given to holders of seniordebt securities not in global form will be sent by mail to the respective addresses of the holders as they appear in
the trustee’s records, and will be deemed given when mailed. Neither the failure to give any notice to a particularholder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any notice given toanother holder.
Book-entry and other indirect owners should consult their banks or brokers for information on how they
will receive notices.
Concerning the Trustee
Deutsche Bank Trust Company Americas, whose offices are located at 60 Wall Street, New York,New York 10005, is initially serving as the trustee for the senior debt securities. Under the Amended andRestated Deutsche Bank Indenture and the Original Deutsche Bank Indenture, we are required to file with thetrustee any information, documents and other reports, or summaries thereof, as may be required under the Trust
Indenture Act, at the times and in the manner provided under the Trust Indenture Act. However, in case of
documents filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, any such filing with thetrustee need not be made until the 15th day after such filing is actually made with the SEC.
Indemnification of Trustee for Actions Taken on Your Behalf
The Amended and Restated Deutsche Bank Indenture and the Original Deutsche Bank Indenture providethat we will indemnify the trustee for, and hold it harmless against, any loss, claim, liability or expense incurred
without negligence or bad faith on its part, arising out of or in connection with the acceptance or administrationof the trust or trusts under the Amended and Restated Deutsche Bank Indenture or the Original Deutsche Bank
Indenture, including the reasonable costs and expenses of defending itself against any claim or liability inconnection with the exercise or performance of any of its powers or duties under the Amended and Restated
Deutsche Bank Indenture or the Original Deutsche Bank Indenture. Subject to these provisions and specified
other limitations, the holders of a majority in aggregate principal amount of each series of outstanding senior debt
securities of each affected series, voting as one class, may direct the time, method and place of conducting any
proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee.

33

DESCRIPTION OF SENIOR DEBT SECURITIES ISSUED UNDER THE SENIOR DEBT INDENTURE
BETWEEN NOMURA HOLDINGS, INC. AND CITIBANK, N.A.
This section summarizes the general features of the Citibank Indenture, as well as the senior debt securities
issued thereunder. References in this section to the “trustee” are to Citibank, N.A., as trustee. References in thissection to “senior debt securities” or a “series of senior debt securities”, respectively, are to senior debt securities
or a series of senior debt securities issued under the Citibank Indenture. When we refer to your prospectus
supplement, we mean the prospectus supplement describing the specific terms of the senior debt security you
purchase. The terms used in your prospectus supplement will have the meanings described in this prospectus,
unless otherwise specified. The Citibank Indenture and its associated documents contain the full legal text of thematters described in this section. The Citibank Indenture and the senior debt securities issued thereunder are
governed by New York law. The Citibank Indenture is qualified under the Trust Indenture Act. The form of the
Citibank Indenture is included as an exhibit to this registration statement. See “Where You Can Find More
Information” above for information on how to obtain a copy.
In this section, references to “holders” mean those who own senior debt securities registered in their own
names, on the books that we or the trustee maintain for this purpose, and not those who own beneficial interests
in senior debt securities registered in street name or in senior debt securities issued in book-entry form throughone or more depositaries. When we refer to “you” in this prospectus, we mean those who invest in the securities
being offered by this prospectus, whether they are the holders or only indirect owners of those securities. When
we refer to “your securities” in this prospectus, we mean the securities in which you will hold a direct or indirectinterest.
Under the Citibank Indenture, we may issue as many distinct series of securities as we wish. The
provisions of the Citibank Indenture described below allow us not only to issue senior debt securities with terms
different from those previously issued under the Citibank Indenture, but also to “re-open” a previous issue of aseries of senior debt securities and issue additional senior debt securities of that series. We may issue senior debt
securities in amounts that exceed the total amount specified on the cover of the applicable prospectus supplement
at any time without your consent and without notifying you.
The senior debt securities will be offered in connection with their initial issuance or in market-making
transactions by our affiliates after initial issuance. Because this section is a summary, it does not describe every
aspect of the senior debt securities. This summary is subject to and qualified in its entirety by reference to all theprovisions of the Citibank Indenture, including definitions of certain terms used therein. Whenever we refer toparticular sections or defined terms of the Citibank Indenture in this prospectus or in the prospectus supplement,such sections or defined terms are incorporated by reference here or in the prospectus supplement. You must lookto the Citibank Indenture for the most complete description of what we describe in summary form in thisprospectus and in any prospectus supplement.
GeneralThe following description of senior debt securities sets forth the material terms and provisions of the seniordebt securities to which any prospectus supplement may relate. Any supplemental indentures will be submitted to
the SEC on a Form 6-K or by a post-effective amendment to the registration statement of which this prospectus isa part.
We may issue senior debt securities in one or more series under the Citibank Indenture. This section
summarizes the material terms of the senior debt securities that are common to all senior debt securities andseries of senior debt securities, although the prospectus supplement which describes the terms of each series ofsenior debt securities may also describe differences with the material terms summarized here.
We may issue the senior debt securities as original issue discount securities, which will be offered and soldat a substantial discount below their stated principal amount. This prospectus describes, and the prospectus
34

supplement relating to any original issue discount securities will describe, federal income tax consequences andother special considerations applicable to such securities. The senior debt securities may also be issued asindexed securities or securities denominated in non-U.S. dollar currencies or currency units, as described in moredetail in the prospectus supplement relating to any of the particular senior debt securities. The prospectus
supplement relating to specific senior debt securities will also describe certain additional tax considerations (ifany) applicable to such senior debt securities.
The senior debt securities will be our direct, unconditional, unsubordinated and unsecured obligations andrank pari passu and without preference among themselves and with all other unsecured obligations, other thanour subordinated obligations (except for statutorily preferred exceptions) from time to time outstanding.
The specific terms of your senior debt security as described in your prospectus supplement will supplement
and, if applicable, may modify or replace the general terms described in this section. The prospectus supplement
relating to each series of senior debt securities will be attached to the front of this prospectus. If there are any
differences between your prospectus supplement and this prospectus, your prospectus supplement will control.
The statements we make in this section may not apply to your senior debt security.
Issuable Amounts
The Citibank Indenture does not limit the aggregate principal amount of senior debt securities that we may
issue or the number of series or the aggregate principal amount of any particular series of senior debt securities.
We may issue senior debt securities at any time without your consent and without notifying you.
The Citibank Indenture and the senior debt securities do not limit our ability to incur other indebtedness or
to issue other securities. Also, we are not subject to financial or similar restrictions by the terms of the senior debt
securities.
Principal Amount, Stated Maturity and Maturity
Unless otherwise stated, the principal amount of a senior debt security means the principal amount payable
at its stated maturity, unless such amount is not determinable, in which case the principal amount of a senior debt
security is its face amount. Any senior debt securities owned by us or any of our affiliates are not deemed to beoutstanding for certain purposes.
The term “stated maturity” with respect to any senior debt security means the fixed date on which theprincipal amount of your senior debt security is scheduled to become due and payable. The principal of yoursenior debt security may become due and payable sooner, by reason of redemption or acceleration after a default
or otherwise in accordance with the terms of your senior debt security. The date on which the principal of yoursenior debt security actually becomes due and payable, whether at the stated maturity or otherwise, is called the“maturity” of the principal.
We also use the terms “stated maturity” and “maturity” to refer to the dates when other payments becomedue and payable. For example, we may refer to a regular interest payment date when an installment of interest isscheduled to become due and payable as the “stated maturity” of that installment. When we refer to the “statedmaturity” or the “maturity” of a senior debt security without specifying a particular payment, we mean the statedmaturity or maturity, as the case may be, of the principal.
Payment of Additional Amounts
The Japanese government may require us to withhold or deduct amounts from payments on the principal(and premium, if any) or interest on the senior debt securities, as the case may be, for taxes, duties, assessments
or governmental charges. If a withholding or deduction of this type is required, we may be required to pay you an
additional amount so that the net amounts you receive after such withholding or deduction will be the amountspecified in the security to which you are entitled.
35

Payments will be made without withholding or deduction for or on account of any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Japan or
any authority thereof or therein, or “Japanese taxes”, unless such withholding or deduction is required by law. In
that event, we shall pay to the holders such additional amounts as will result in the receipt by or on behalf of theholders or beneficial owners of such amounts as would have been received by them had no such withholding or
deduction been required, provided that, no additional amounts will be payable with respect to any senior debt
security (a) to, or to a third party on behalf of, a holder or a beneficial owner who is an individual non-resident ofJapan or a non-Japanese corporation and is liable for such Japanese taxes in respect of such senior debt security
by reason of its (i) having some connection with Japan other than the mere holding of such senior debt security or(ii) being a specially-related person of ours; or (b) to, or to a third party on behalf of, a holder or a beneficial
owner who would otherwise be exempt from any such withholding or deduction but who fails to comply withany applicable requirement to provide interest recipient information (as defined below) or to submit a written
application for tax exemption (as defined below) to the paying agent to whom the senior debt securities arepresented (if presentation is required), or whose interest recipient information is not duly communicated throughthe participant (as defined below) and the relevant depositary to such paying agent; or (c) to, or to a third party on
behalf of, a holder or a beneficial owner who is for Japanese tax purposes treated as an individual resident ofJapan or a Japanese corporation (except for (A) a designated financial institution (as defined below) which
complies with the requirement to provide interest recipient information or to submit a written application for tax
exemption and (B) an individual resident of Japan or a Japanese corporation who duly notifies (directly or
through the participant or otherwise) the relevant paying agent of its status as not being subject to Japanese taxes
to be withheld or deducted by us by reason of such individual resident of Japan or Japanese corporation receiving
interest on the relevant senior debt security through a payment handling agent in Japan appointed by it); or (d) if
the senior debt securities are presented for payment (if presentation is required) more than 30 days after the dateon which such payment first becomes due or after the date on which the full amount payable is duly provided for,whichever occurs later, except to the extent that the holder of the senior debt securities would have been entitledto such additional amounts on presenting the same for payment on the last day of such 30-day period; or (e) any
combination of (a) through (d).
Additional amounts will not be paid with respect to any payment on the senior debt securities to or on
behalf of a holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to theextent such payment would be required by the laws of Japan to be included in the income, for tax purposes, of abeneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who,
in each case, would not have been entitled to the additional amounts had such beneficiary, settlor, member orbeneficial owner been the holder of the senior debt securities. The obligation to pay additional amounts withrespect to any taxes, duties, assessments or governmental charges will not apply to (A) any estate, inheritance,
gift, sales, transfer, personal property or any similar tax, duty, assessment or governmental charge or (B) any tax,
duty, assessment or governmental charge which is payable otherwise than by deduction or withholding frompayments of principal of (and premium, if any) or interest on the senior debt securities. References to principal(and premium, if any) and interest in respect of the senior debt securities will be deemed to include any
additional amounts due which may be payable in respect of the principal (or premium, if any) or interest.
If senior debt securities are held through a participant of a depositary or a financial intermediary, in eachcase, as prescribed by the Special Taxation Measures Act, each such participant or financial intermediary beingreferred to as a “participant”, in order to receive payments free of withholding or deduction by us for, or on
account of, Japanese taxes, if the relevant beneficial owner is (A) an individual non-resident of Japan or a
non-Japanese corporation (other than a specially-related person of ours) or (B) a Japanese financial institution or
financial instruments business operator falling under certain categories prescribed by the cabinet order under
Article 6, paragraph 9 of the Special Taxation Measures Act, or a “designated financial institution”, such
beneficial owner shall, at the time of entrusting a participant with the custody of the relevant senior debt
securities, provide certain information prescribed by the Special Taxation Measures Act and the cabinet orderand other regulations thereunder to enable the participant to establish that such beneficial owner is exemptedfrom the requirement for Japanese taxes to be withheld or deducted, or the “interest recipient information”, and36

advise the participant if the beneficial owner ceases to be so exempted (including where the beneficial owner
who is an individual non-resident of Japan or a non-Japanese corporation becomes a specially-related person ofours).
If senior debt securities are not held by a participant, in order to receive payments free of withholding or
deduction by us for, or on account of, Japanese taxes, if the relevant beneficial owner is (A) an individual
non-resident of Japan or a non-Japanese corporation (other than a specially-related person of ours) or (B) adesignated financial institution, such beneficial owner shall, prior to each time at which it receives interest,
submit to the relevant paying agent a “written application for tax exemption” (hikazei tekiyo shinkokusho), in aform obtainable from the paying agent stating, inter alia, the name and address of the beneficial owner, the titleof the senior debt securities, the relevant interest payment date, the amount of interest and the fact that thebeneficial owner is qualified to submit the written application for tax exemption, together with documentary
evidence regarding its identity and residence.
No additional amounts will be payable for or on account of any deduction or withholding imposed pursuant
to Sections 1471 through 1474 of the Code, the U.S. Treasury regulations thereunder and any other official
guidance thereunder (“FATCA”), any intergovernmental agreement entered into with respect to FATCA, or any
law, regulation or other official guidance enacted in any jurisdiction implementing, or relating to, FATCA,
similar legislation under the laws of any other jurisdiction, or any such intergovernmental agreement.
If there is any withholding or deduction for or on account of Japanese taxes with respect to payments on
any senior debt securities, we will use reasonable efforts to obtain certified copies of tax receipts evidencing thepayment of such Japanese taxes from the Japanese taxing authority imposing such Japanese taxes, and if certified
copies are not available, we will use reasonable efforts to obtain other evidence of payment satisfactory to thetrustee. The trustee will make such certified copies or other evidence available to the securityholders or the
beneficial owners of the senior debt securities upon reasonable request to the trustee.
We will pay all stamp, court or documentary taxes or any excise or property taxes, charges or similar levies
and other duties, if any, which may be imposed by Japan, the United States or any political subdivision or any
taxing authority thereof or therein, with respect to the Citibank Indenture or any indenture supplemental hereto,or as a consequence of the initial issuance, execution, delivery, registration or enforcement of the senior debt
securities.
Governing Law
The Citibank Indenture is, and the senior debt securities will be, governed by, and construed in accordance
with, New York law.
Consent to Service of Process and Submission to Jurisdiction
Under the Citibank Indenture, we designate Nomura Holding America Inc. (or any successor corporation)as our authorized agent for service of process in any legal action or proceeding arising out of or relating to the
Citibank Indenture or any senior debt securities brought in any state or Federal court in the Borough ofManhattan, The City of New York, New York, United States of America, and we irrevocably submit to thejurisdiction of those courts.
Currency of Senior Debt Securities
Amounts that become due and payable on your senior debt security in cash will be payable in a currency,
composite currency, basket of currencies or currency unit or units specified in your prospectus supplement. We
refer to this currency, composite currency, basket of currencies or currency unit or units as a “specified
currency”. The specified currency for your senior debt security will be U.S. dollars, unless your prospectus
37supplement states otherwise. Some senior debt securities may have different specified currencies for principal
and interest. You will have to pay for your senior debt securities by delivering the requisite amount of thespecified currency for the principal to Nomura Securities International, Inc. or another firm that we name in yourprospectus supplement, unless other arrangements have been made between you and us or you and Nomura
Securities International, Inc. We will make payments on your senior debt securities in the specified currency,
except as described below in “—Payment Mechanics for Senior Debt Securities”.
Form of Senior Debt Securities
We will issue each senior debt security in global, or book-entry, form only, without coupons, unless we
specify otherwise in the applicable prospectus supplement. Senior debt securities in book-entry form will be
represented by one or more global securities registered in the name of a depositary, which will be the holder of
all the senior debt securities represented by the global security. Those who own beneficial interests in a global
senior debt security will do so through participants in the depositary’s securities clearing system, and the rights ofthese indirect owners will be governed solely by the applicable procedures of the depositary and its participants.
We describe book-entry securities below under “Legal Ownership and Book-Entry Issuance”.
Authentication and Delivery
At any time and from time to time after the execution and delivery of the Citibank Indenture, we may
deliver senior debt securities of any series to the trustee for authentication, and the trustee shall then authenticate
and deliver such securities to or upon our written order, signed by an authorized officer of ours, without any
further action by us. In authenticating the senior debt securities and accepting the additional responsibilities
under the Citibank Indenture, the trustee shall be entitled to receive, and shall be fully protected in relying upon,various documentation from us, including copies of the resolution of our board of directors authorizing theissuance of securities, any supplemental indenture, officer’s certificates and opinions from legal counsel.
Types of Senior Debt Securities
We may issue any of the three types of senior debt securities described below. A senior debt security may
have elements of each of the three types of senior debt securities described below. For example, a senior debt
security may bear interest at a fixed rate for some periods and at a floating rate in others. Similarly, a senior debt
security may provide for a payment of principal at maturity linked to an index and also bear interest at a fixed or
floating rate.
Fixed Rate Senior Debt Securities
A fixed rate senior debt security will bear interest at a fixed rate described in the applicable prospectus
supplement. This type includes zero coupon senior debt securities, which bear no interest and are instead issued
at a price lower than the principal amount. See “—Original Issue Discount Senior Debt Securities” below for
more information about zero coupon and other original issue discount senior debt securities.
Each fixed rate senior debt security, except any zero coupon senior debt security, will bear interest from its
original issue date or from the most recent date to which interest on the senior debt security has been paid or
made available for payment. Interest will accrue on the principal of a fixed rate senior debt security at the fixed
rate per annum stated in the applicable prospectus supplement, until the principal is paid or made available forpayment or the senior debt security is converted or exchanged. Each payment of interest due on an interest
payment date or the date of maturity will include interest accrued from and including the last date to whichinterest has been paid, or made available for payment, or from the issue date if none has been paid or madeavailable for payment, to but excluding the interest payment date or the maturity. We will compute interest on
fixed rate senior debt securities on the basis of a 360-day year consisting of twelve 30-day months (30/360(ISDA) day count convention), unless your prospectus supplement provides that we will compute interest on adifferent basis.
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If your senior debt security is a zero coupon senior debt security, the applicable prospectus supplement
may specify the original issue discount and the information necessary to determine the accreted value. The
accreted value will be (1) as of any date prior to the stated maturity, an amount equal to the sum of (A) theoriginal issue price of your senior debt security and (B) the portion of the excess of the principal amount of yoursenior debt security over the original issue price that shall have been accreted from the original issue price on adaily basis and compounded annually on a date specified in the applicable prospectus supplement, up to andincluding the stated maturity, at a rate that will be specified in the applicable prospectus supplement from theoriginal issue date, computed on the basis of a 360-day year consisting of twelve 30-day months; and (2) as ofany date on or after the stated maturity, the principal amount of your senior debt security.
Floating Rate Senior Debt Securities
A floating rate senior debt security will bear interest at rates that are determined by reference to an interest
rate formula. In some cases, the rates may also be adjusted by adding or subtracting a spread or multiplying by a
spread multiplier and may be subject to a minimum rate or a maximum rate. If your senior debt security is a
floating rate senior debt security, the formula and any adjustments that apply to the interest rate will be specified
in your prospectus supplement.
Each floating rate senior debt security will bear interest from its original issue date or from the most recent
date to which interest on the senior debt security has been paid or made available for payment. Interest willaccrue on the principal of a floating rate senior debt security at a rate per annum determined according to theinterest rate formula stated in the applicable prospectus supplement, until the principal is paid or made available
for payment.
Calculation Agent. Calculations relating to floating rate senior debt securities will be made by thecalculation agent, an institution that we appoint as our agent for this purpose. That institution may include one of
our affiliates. The prospectus supplement for a particular floating rate senior debt security will name theinstitution that we have appointed to act as the calculation agent for that senior debt security as of its originalissue date. We may appoint a different institution to serve as calculation agent from time to time after the originalissue date of the senior debt security without your consent and without notifying you of the change. Absent
manifest error, all determinations of the calculation agent will be final and binding on you and us, without any
liability on the part of the calculation agent.
Calculation of Interest. For each floating rate senior debt security, the calculation agent will determine, on
the corresponding interest calculation or interest determination date, as described in the applicable prospectus
supplement, the interest rate that takes effect on each interest reset date. In addition, the calculation agent willcalculate the amount of interest that has accrued during each interest period—i.e., the period from and including
an interest payment date (or, with respect to the initial interest period, the original issue date) to but excluding thenext succeeding interest payment date. For each interest period, the calculation agent will calculate the amount of
accrued interest by multiplying the face or other specified amount of the floating rate senior debt security by anaccrued interest factor for the interest period. Unless we specify otherwise in the applicable prospectus
supplement, this factor will be equal to the number of days in the applicable interest period divided by 360(Actual/360 (ISDA) day count convention).
Upon the request of the holder of any floating rate senior debt security, the calculation agent will provide
for that senior debt security the interest rate then in effect—and, if determined, the interest rate that will become
effective on the next interest reset date. The calculation agent’s determination of any interest rate, and its
calculation of the amount of interest for any interest period, will be final and binding in the absence of manifest
error.
All percentages resulting from any calculation relating to any senior debt security will be rounded upward
or downward, as appropriate, to the next higher or lower one hundred-thousandth of a percentage point. All39amounts used in or resulting from any calculation relating to a floating rate senior debt security will be rounded
upward or downward, as appropriate, to the nearest cent, in the case of U.S. dollars, or to the nearest
corresponding hundredth of a unit, in the case of a currency other than U.S. dollars, with one-half cent or
one-half of a corresponding hundredth of a unit or more being rounded upward.
In determining the base rate that applies to a floating rate senior debt security during a particular interest
period, the calculation agent may obtain rate quotes from various banks or dealers active in the relevant market,
as described in the applicable prospectus supplement. Those reference banks and dealers may include thecalculation agent itself and its affiliates, as well as any underwriter, dealer or agent participating in the
distribution of the relevant floating rate senior debt securities and its affiliates, and they may include ouraffiliates.
Indexed Senior Debt Securities
An indexed senior debt security provides that the principal amount payable at its maturity, and/or theamount of interest payable on an interest payment date, will be determined by reference to:•securities of one or more issuers;•

one or more currencies;•

one or more commodities;•

any other financial, economic or other measure or instrument, including the occurrence or
non-occurrence of any event or circumstance;•

one or more indices; and/or•

one or more baskets of the items described above.

An indexed senior debt security may provide either for cash settlement or for physical settlement by
delivery of the underlying security or another property of the type listed above. An indexed senior debt security
may also provide that the form of settlement may be determined at our option or at the holder’s option. Some
indexed senior debt securities may be convertible, exercisable or exchangeable, at our option or at the holder’s
option, into or for our securities or securities of an issuer other than us.
If you purchase an indexed senior debt security, your prospectus supplement will include information about
the relevant index or indices, about how amounts that are to become payable will be determined by reference tothe price or value of that index or indices and about the terms on which the security may be settled physically orin cash. Your prospectus supplement will also identify the calculation agent that will calculate the amounts
payable with respect to the indexed senior debt security and will have sole discretion in doing so.
Original Issue Discount Senior Debt Securities
A fixed rate senior debt security, a floating rate senior debt security or an indexed senior debt security may
be an original issue discount senior debt security. A senior debt security of this type is generally issued at a pricelower than its principal amount and may provide that, upon redemption or acceleration of its maturity, an amountless than its principal amount may be payable. An original issue discount senior debt security may be a zero
coupon senior debt security. However, a senior debt security may be treated as issued with original issue discountfor U.S. federal income tax purposes regardless of whether the senior debt security is issued at a discount to its
principal. See, “Taxation—United States Taxation—United States Holders—Original Issue Discount” for a brief
description of the U.S. federal income tax consequences of owning a debt security that is treated as issued withoriginal issue discount for U.S. federal income tax purposes. Your prospectus supplement will state if we intend
to treat your senior debt security as issued with original issue discount for U.S. federal income tax purposes.
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Information in Your Prospectus Supplement
Your prospectus supplement will describe the specific terms of your senior debt security, which will
include some or all of the following:•

the issue date of the senior debt securities;•

the title and type of the senior debt securities of the series (which shall distinguish the senior debt
securities of the series from all other senior debt securities);•

the ranking of the senior debt securities;•

the initial aggregate principal amount of the senior debt securities and any limits upon the total
aggregate principal amount of such senior debt securities;•

the issue price at which we originally issue the senior debt securities, expressed as a percentage of theprincipal amount, and the original issue date;•the denominations in which the senior debt securities shall be issuable;•

the coin or currency in which the senior debt securities are denominated or in which principal,
premium, if any, and interest, if any, is payable;•

the date or dates on which the principal and premium, if any, of the senior debt securities is payable;•

the rate or rates (which may be fixed or variable) at which the senior debt securities will bear interest,or the manner of calculating such rate or rates, if applicable, if different from the provisions set forthin this prospectus;•

the date or dates from which such interest will accrue, the interest payment dates on which suchinterest will be payable or the manner of determination of such interest payment dates and the related
record dates, and the basis upon which interest will be calculated;•

if the amount of payments of principal or any premium or interest on the senior debt securities may be
determined with reference to an index based on a coin or currency other than that in which such seniordebt securities are denominated, or with reference to any currencies, securities or baskets of securities,
commodities or indices, the manner in which such amounts shall be determined, to the extent
permitted under applicable regulatory capital or other requirements of the Financial Services Agencyof Japan, or the “FSA”, or other applicable regulatory authority;•

the manner in which and the place or places where the principal of and any interest on senior debt
securities shall be payable;•

the right or requirement, if any, to extend the interest payment periods or defer or cancel the payment
of interest and the duration and effect of that extension, deferral or cancellation;•

any other events of default, modifications or elimination of any acceleration rights, or covenants withrespect to the senior debt securities of the series, if different from the provisions set forth in thisprospectus, and any terms required by or advisable under applicable laws or regulations or rating
agency criteria, including laws and regulations relating to attributes required for the senior debt
securities to qualify as capital or certain liabilities for regulatory, rating or other purposes;•

any conversion or exchange features of the senior debt securities;•

the circumstances under which we will pay additional amounts on the senior debt securities for any
tax, assessment or governmental charge withheld or deducted, if different from the provisions set forthin this prospectus, to the extent permitted under applicable regulatory capital or other requirements of
the FSA, or other applicable regulatory authority;•

the period or periods within which, the price or prices at which and the terms and conditions uponwhich senior debt securities may be repurchased, redeemed, repaid or prepaid in whole or in part, at
our option, to the extent permitted under applicable regulatory capital or other requirements of the
FSA, or other applicable regulatory authority;41

•

the circumstances under which the holders of the senior debt securities may demand repayment of thesenior debt securities prior to the stated maturity date and the terms and conditions thereof, to theextent permitted under applicable regulatory capital or other requirements of the FSA, or otherapplicable regulatory authority;•

if other than the principal amount thereof, the portion of the principal amount of senior debt securities
which shall be payable upon declaration of acceleration of the maturity thereof or provable inbankruptcy, civil rehabilitation, reorganization, insolvency or similar proceedings;•

the identity of any agents for the senior debt securities, including trustees, depositaries, authenticating,calculating or paying agents, transfer agents or registrars or any clearing organization for any series;•

any restrictions applicable to the offer, sale or delivery of the senior debt securities;•

any provisions for the discharge of our obligations relating to the senior debt securities, if different
from the provisions set forth in this prospectus;•

material U.S. federal or Japanese tax considerations;•

if the senior debt securities are to be issuable in definitive form (whether upon original issue or uponexchange of a temporary senior debt security of such series) only upon receipt of certain certificates orother documents or satisfaction of other conditions, the form and terms of such certificates, documents
or conditions;•

if the senior debt securities will be issued in other than book-entry form;•

any listing of the senior debt securities on a securities exchange;•

the terms and conditions under which we will be able to “reopen” a previous issue of a series of seniordebt securities and issue additional senior debt securities of that series, if different from the provisions
set forth in this prospectus;•

whether the senior debt securities of a series shall be excluded from participation with the senior debt
securities of other series or otherwise differentiated from the senior debt securities of other series inrelation to any matter in respect of which the senior debt securities generally or senior debt securities
of more than one series are contemplated by the Citibank Indenture to act together or otherwise betreated or affected collectively;•

any write-down, write-up, bail-in or other provisions applicable to a particular series of senior debt
securities required by, relating to or in connection with, applicable regulatory capital or otherrequirements of the FSA, or other applicable regulatory authority; and•any other specific terms or conditions applicable to a particular series of senior debt securities being
offered, which shall not be inconsistent with the provisions of the Citibank Indenture.

Market-Making Transactions
One or more of our subsidiaries may engage in market-making transactions in the senior debt securities
after their initial issuance.
Repurchase
We or any of our subsidiaries may, at any time, subject to prior confirmation of the FSA (if such confirmationis required under the Financial Instruments and Exchange Act or any other applicable laws and regulations then in
effect), purchase any or all of the senior debt securities in the open market or otherwise at any price in accordancewith any applicable law or regulation. Subject to applicable law, neither we nor any of our subsidiaries shall haveany obligation to purchase or offer to purchase any senior debt securities held by any holder as a result of our or its
purchase or offer to purchase senior debt securities held by any other holder in the open market or otherwise. Any
42such senior debt securities purchased by us or any of our subsidiaries may, at our discretion or the discretion of therelevant subsidiaries, as the case may be, be held or resold or surrendered to the relevant trustee for cancellation by
us or any such subsidiary, as the case may be. The senior debt securities so purchased, while held by or on behalf of
us or any such subsidiary, as the case may be, shall not entitle the holder to vote at any meetings of the holders of
the relevant series of senior debt securities and shall not be deemed to be outstanding for the purposes of calculating
quorums at meetings of the holders of such series of senior debt securities or for the purposes of “—Default,
Remedies and Waiver of Default—Remedies If an Event of Default Occurs” below.
Redemption and Repayment
Unless otherwise indicated in your prospectus supplement, your senior debt security will not be entitled tothe benefit of any sinking fund—that is, we will not deposit money on a regular basis into any separate custodial
account to repay your senior debt securities. In addition, we will not be entitled to redeem your senior debt
security before its stated maturity unless your prospectus supplement specifies a redemption commencement
date. You will not be entitled to require us to buy your senior debt security from you, before its stated maturity,
unless your prospectus supplement specifies one or more repayment dates.
If your prospectus supplement specifies a redemption commencement date or a repayment date, it will also
specify one or more redemption prices or repayment prices, which may be expressed as a percentage of theprincipal amount of your senior debt security. It may also specify one or more redemption periods during which
the redemption prices relating to a redemption of senior debt securities during those periods will apply.
If your prospectus supplement specifies a redemption commencement date, your senior debt security will
be redeemable at our option, subject to prior confirmation of the FSA (if such confirmation is required under the
Financial Instruments and Exchange Act or any other applicable laws and regulations then in effect), at any timeon or after that date or at a specified time or times. If we redeem your senior debt security, we will do so at the
specified redemption price, together with interest accrued to but excluding the redemption date. If different prices
are specified for different redemption periods, the price we pay will be the price that applies to the redemption
period during which your senior debt security is redeemed.
If your prospectus supplement specifies a repayment date, your senior debt security will be repayable at theholder’s option on the specified repayment date at the specified repayment price, together with interest accrued tobut excluding the repayment date.
If we exercise an option to redeem any senior debt security, we will give to the holder written notice of theprincipal amount of the senior debt security to be redeemed, not less than 30 days nor more than 60 days before
the applicable redemption date unless otherwise indicated in your prospectus supplement. We will give the noticein the manner described below in “—Notices”.
If a senior debt security represented by a global senior debt security is subject to repayment at the holder’s
option, the depositary or its nominee, as the holder, will be the only person that can exercise the right torepayment. Any indirect owners who own beneficial interests in the global senior debt security and wish to
exercise a repayment right must give proper and timely instructions to their banks or brokers through which theyhold their interests, requesting that they notify the depositary to exercise the repayment right on their behalf.
Different firms have different deadlines for accepting instructions from their customers, and you shouldtake care to act promptly enough to ensure that your request is given effect by the depositary before theapplicable deadline for exercise.
Street name and other indirect owners should contact their banks or brokers for information about how to
exercise a repayment right in a timely manner.
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Optional Tax Redemption
In the event of changes to Japanese withholding tax law after the date of the applicable prospectus
supplement, and in other limited circumstances that require us to pay additional amounts, as described in“—Payment of Additional Amounts”, we may, subject to prior confirmation of the FSA (if such confirmation isrequired under the Financial Instruments and Exchange Act or any other applicable laws and regulations then in
effect), call all, but not less than all, of the relevant senior debt securities of a series for redemption.
If we call the senior debt securities, we must pay you 100% of their principal amount (except in the case ofcertain original issue discount securities). We will also pay you accrued but unpaid interest through but notincluding the date fixed for redemption and any related additional amounts due on the date fixed for redemption.
Senior debt securities will stop bearing interest on the redemption date, even if you do not collect your money.
We will give notice to the trustee of any redemption we propose to make at least 45 days, but not more than
60 days, before the redemption date. Notice by the trustee to participating institutions and by these participants tostreet name holders of indirect interests in the senior debt securities will be made according to arrangements
among them and may be subject to statutory or regulatory requirements.
Prior to giving notice of a tax redemption, we will deliver to the trustee (i) a certificate signed by a duly
authorized officer stating that we are entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to our right to so redeem have occurred, and (ii) an opinion of legal
counsel of recognized standing to the effect that we are or would be required to pay additional amounts as aresult of such change in Japanese law.
Notwithstanding any of the foregoing, we may give such notice in any manner permitted or required by
DTC.
Mergers and Similar Transactions
We are generally permitted to consolidate with or merge into another corporation or other entity. We arealso permitted to convey, transfer or lease our properties and assets substantially as an entirety to anothercorporation or other entity. With regard to any series of senior debt securities, however, we may not take any ofthese actions unless all the following conditions are met:•

If the successor entity in the transaction is not Nomura Holdings, Inc., the successor entity must beorganized and validly existing as a corporation, partnership or trust and must expressly assume ourobligations under the senior debt securities of that series and the Citibank Indenture. The successor
entity may be organized under the laws of any jurisdiction, whether in Japan, the United States or
elsewhere.

•

Immediately after giving effect to the transaction, no default under the senior debt securities of that
series has occurred and is continuing. For this purpose, “default under the senior debt securities of that
series” means an event of default with respect to that series or any event that would be an event ofdefault with respect to that series if the requirements for giving us default notice and for our default
having to continue for a specific period of time were disregarded. We describe these matters below
under “—Default, Remedies and Waiver of Default”.

If the conditions described above are satisfied with respect to the senior debt securities of any series, wewill not need to obtain the approval of the holders of those senior debt securities in order to merge or consolidateor to convey, transfer or lease our properties and assets. Also, these conditions will apply only if we wish tomerge or consolidate with another entity or convey, transfer or lease our properties and assets substantially as anentirety to another entity. We will not need to satisfy these conditions if we enter into other types of transactions,
including any transaction in which we acquire the stock or assets of another entity, any transaction that involves achange of control of Nomura Holdings, Inc., or any share-for-share exchange (kabushiki-kokan), share transfer
44

(kabushiki-iten) or corporate split (kaisha bunkatsu) pursuant to the Companies Act, but in which we do notmerge or consolidate, and any transaction in which we convey, transfer or lease less than substantially all our
properties and assets.
Default, Remedies and Waiver of Default
You will have special rights if an event of default with respect to your series of senior debt securities
occurs and is continuing, as described in this subsection.
Events of Default
Unless your prospectus supplement says otherwise, when we refer to an event of default with respect to any
series of senior debt securities, we mean any of the following:•

We do not pay the principal or any premium on any senior debt security of that series on the due date
and the non-payment continues for a period of seven days;•

We do not pay interest on any senior debt security of that series within 30 days after the due date;•We default in the performance or remain in breach of any covenant we make in the Citibank Indenture
for the benefit of the relevant series, for 90 days after we receive a notice of default stating that we are
in default or breach and requiring us to remedy the default or breach. The notice must be sent by thetrustee or the holders of at least 25% in principal amount of the relevant series of senior debt securities
then outstanding;•We file for bankruptcy or other events of voluntary or involuntary bankruptcy, insolvency orreorganization relating to us occur; or•If the applicable prospectus supplement states that any additional event of default applies to the series,that event of default occurs.

We may change, eliminate, or add to the events of default with respect to any particular series or any
particular senior debt security or senior debt securities within a series, as indicated in the applicable prospectus
supplement.
Remedies If an Event of Default Occurs
Except as otherwise specified in the applicable prospectus supplement, if an event of default has occurredwith respect to any series of senior debt securities and has not been cured or waived, the trustee or the holders of
not less than 25% in principal amount of all senior debt securities of that series then outstanding may accelerate
the stated maturity of the affected series of senior debt securities by declaring the entire principal amount of thesenior debt securities of that series to be due immediately.
Except as otherwise specified in the applicable prospectus supplement, if the stated maturity of any series
is accelerated and a judgment for payment has not yet been obtained, the holders of a majority in principal
amount of the senior debt securities of that series may cancel the acceleration, subject to certain conditions set
forth in the Citibank Indenture.
The trustee is not required to take any action under the Citibank Indenture at the request of any holders
unless the holders offer the trustee reasonable protection from expenses and liability. If the trustee is provided
with an indemnity reasonably satisfactory to it, the holders of a majority in principal amount of all senior debt
securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal
legal action seeking any remedy available to the trustee with respect to that series. These majority holders may
also direct the trustee in performing any other action under the Citibank Indenture with respect to the senior debt
securities of that series.
45

Before you bypass the trustee and bring your own lawsuit or other formal legal action or take other steps toenforce your rights or protect your interests relating to any senior debt security, all of the following must occur:•

The holder of our senior debt securities must give the trustee written notice that an event of default has
occurred, and the event of default must not have been cured or waived;•

The holders of not less than 25% in principal amount of all senior debt securities of your series must
make a written request that the trustee take action because of the default, and they or other holders
must offer to the trustee indemnity reasonably satisfactory to the trustee against the cost and otherliabilities of taking that action;•

The trustee must not have taken action for 60 days after the above steps have been taken; and•During those 60 days, the holders of a majority in principal amount of the senior debt securities ofyour series must not have given the trustee directions that are inconsistent with the above written
request of the holders of not less than 25% in principal amount of the senior debt securities of yourseries.

You are entitled at any time, however, to bring a lawsuit for the payment of money due on your senior debt
security on or after its stated maturity (or, if your senior debt security is redeemable, on or after its redemptiondate).
Waiver of Default
The holders of not less than a majority in principal amount of the senior debt securities of any series may
waive a default for all senior debt securities of that series. If this happens, the default will be treated as if it has
not occurred. No one can waive a payment default on your senior debt security, however, without the approval of
the particular holder of that senior debt security.
Compliance with Senior Debt Indenture
We will furnish to the trustee every year a written statement certifying that to our knowledge we are incompliance with the Citibank Indenture and the senior debt securities issued under it, or else specifying any
default under the Citibank Indenture.
Book-entry and other indirect owners should consult their banks or brokers for information on how to givenotice or direction to or make a request of the trustee and how to declare or cancel an acceleration of the statedmaturity of a series of senior debt securities. Book-entry and other indirect owners are described below under“Legal Ownership and Book-Entry Issuance”.
Modification of the Citibank Indenture and Waiver of Covenants
There are four types of changes we can make to the Citibank Indenture and the senior debt securities orseries of senior debt securities issued under the Citibank Indenture.
Changes Requiring Holders’ ApprovalFirst, there are changes that cannot be made without the approval of the holder of each senior debt security
affected by the change under the Citibank Indenture. Here is a list of those types of changes:•

change the stated maturity for any principal or interest payment on a senior debt security;•

reduce the principal amount, the amount payable on acceleration of the stated maturity after a default,
the interest rate or the redemption price for a senior debt security;•

permit redemption of a senior debt security if not previously permitted;
46

•

impair any right a holder may have to require repayment of its senior debt security;•

impair any right that a holder of an indexed or any other senior debt security may have to convert thesenior debt security for or into securities;•change the currency of any payment on a senior debt security;•change the place of payment on a senior debt security;•

impair a holder’s right to sue for payment of any amount due on its senior debt security;•

reduce the percentage in principal amount of the senior debt securities of any one or more affected
series, taken separately or together, as applicable, and whether comprising the same or different seriesor less than all of the senior debt securities of a series, the approval of whose holders is needed tochange the Citibank Indenture or those senior debt securities;•

reduce the percentage in principal amount of the senior debt securities of any one or more affected
series, taken separately or together, as applicable, and whether comprising the same or different seriesor less than all of the senior debt securities of a series, the consent of whose holders is needed towaive our compliance with the Citibank Indenture or to waive defaults; and•change the provisions of the Citibank Indenture dealing with modification and waiver in any otherrespect, except to increase any required percentage referred to above or to add to the provisions thatcannot be changed or waived without approval of the holder of each affected senior debt security.

Changes Not Requiring Holders’ Approval
Changes to the Citibank Indenture that are limited to clarifications and changes that would not adversely
affect any senior debt securities of any series in any material respect do not require the approval of the holders of
the affected senior debt securities. Holders’ approval is similarly not necessary to make changes that affect only
senior debt securities to be issued under the Citibank Indenture after the changes take effect.
We may also make changes or obtain waivers that do not adversely affect a particular senior debt security,even if they affect other senior debt securities. In those cases, we do not need to obtain the approval of the holderof the unaffected senior debt security; we need only obtain any required approvals from the holders of theaffected senior debt securities.
Changes Requiring Majority Approval
Any other change to the Citibank Indenture and the senior debt securities issued thereunder would require
the following approval:•

If the change affects only particular senior debt securities within a series, it must be approved by theholders of a majority in principal amount of such particular senior debt securities.

•

If the change affects multiple senior debt securities of one or more series, it must be approved by theholders of a majority in principal amount of all senior debt securities affected by the change, with all
such affected senior debt securities voting together as one class for this purpose (and by the holders ofa majority in principal amount of any affected senior debt securities that by their terms are entitled tovote separately as described below).

In each case, the required approval must be given by written consent.
The modification of terms with respect to certain securities of a series issued under the Citibank Indenture
could be effectuated without obtaining the consent of the holders of a majority in principal amount of othersecurities of such series that are not affected by such modification.
47

The same majority approval would be required for us to obtain a waiver of any of our covenants in the
Citibank Indenture. Our covenants include the promises we make about merging, which we describe above under“—Mergers and Similar Transactions”. If the holders approve a waiver of a covenant, we will not have to comply
with it. The holders, however, cannot approve a waiver of any provision in a particular senior debt security, or in
the Citibank Indenture as it affects that senior debt security, that we cannot change without the approval of theholder of that senior debt security as described above in “—Changes Requiring Holders’ Approval”, unless that
holder approves the waiver.
Book-entry and other indirect owners should consult their banks or brokers for information on how
approval may be granted or denied if we seek to change the Citibank Indenture or any senior debt securities orrequest a waiver.
Special Rules for Action by Holders
When holders take any action under the Citibank Indenture, such as giving a notice of default, declaring an
acceleration, approving any change or waiver or giving the trustee an instruction, we will apply the following
rules.
Only Outstanding Senior Debt Securities Are Eligible
Only holders of outstanding senior debt securities or the outstanding senior debt securities of the applicableseries, as applicable, will be eligible to participate in any action by holders of such senior debt securities or thesenior debt securities of that series. Also, we will count only outstanding senior debt securities in determining
whether the various percentage requirements for taking action have been met. For these purposes, a senior debt
security will not be “outstanding” if:•

it has been cancelled or surrendered for cancellation;•

we have deposited or set aside, in trust for its holder, money for its payment or redemption;•it has been issued as a replacement for a mutilated, destroyed, lost or stolen senior debt security; or•

we or one of our affiliates, such as Nomura Securities International, Inc., is the owner.

Special Class Voting Rights
We may issue particular senior debt securities or a particular series of senior debt securities, as applicable,that are entitled, by their terms, to vote separately on matters (for example, modification or waiver of provisions
in the Citibank Indenture) that would otherwise require a vote of all affected senior debt securities or all affected
series voting together as a single class. Any such senior debt securities or series of senior debt securities would
be entitled to vote together with all other affected senior debt securities or affected series voting together as one
class, and would also be entitled to vote separately as a class only. In some cases, other parties may be entitled toexercise these special voting rights on behalf of the holders of the relevant senior debt securities or the relevant
series. For other senior debt securities or series of senior debt securities that have these rights, the rights will be
described in the applicable prospectus supplement. For senior debt securities or series of senior debt securities
that do not have these special rights, voting will occur as described in the preceding section, but subject to any
separate voting rights of any other senior debt securities or series of senior debt securities having special rights.
We may issue series having these or other special voting rights without obtaining the consent of or giving
notice to holders of outstanding senior debt securities or series.
Eligible Principal Amount of Some Senior Debt Securities
In some situations, we may follow special rules in calculating the principal amount of senior debt securities
that are to be treated as outstanding for the purposes described above. This may happen, for example, if theprincipal amount is payable in a non-U.S. dollar currency, increases over time or is not to be fixed until maturity.
48

For any senior debt security of the kind described below, we will decide how much principal amount toattribute to the senior debt security as follows:•

For an original issue discount senior debt security, we will use the principal amount that would be dueand payable on the date of the holders’ action if the maturity of the senior debt security wereaccelerated to that date because of a default;•

For a senior debt security whose principal amount is not known, we will use any amount that we
indicate in the prospectus supplement for that senior debt security. The principal amount of a seniordebt security may not be known, for example, because it is based on an index that changes from time
to time and the principal amount is not to be determined until a later date; or•

For senior debt securities with a principal amount denominated in one or more non-U.S. dollar
currencies or currency units, we will use the U.S. dollar equivalent, which we will determine as of thedate of the holders’ action in the manner provided in the prospectus supplement for that senior debt
security.

Determining Record Dates for Action by Holders
We will generally be entitled to set any day as a record date for the purpose of determining the holders thatare entitled to take action under the Citibank Indenture. In certain limited circumstances, only the trustee will beentitled to set a record date for action by holders. If we or the trustee set a record date for an approval or otheraction to be taken by holders, that vote or action may be taken only by persons or entities who are holders on therecord date and must be taken during the period that we specify for this purpose, or that the trustee specifies if it
sets the record date. We or the trustee, as applicable, may shorten or lengthen this period from time to time. This
period, however, may not extend beyond the 180th day after the record date for the action. In addition, record
dates for any global senior debt security may be set in accordance with procedures established by the depositaryfrom time to time. Accordingly, record dates for global senior debt securities may differ from those for othersenior debt securities.
Form, Exchange and Transfer of Senior Debt Securities
If any senior debt securities cease to be issued in registered global form, they will be issued:•

only in fully registered form;•

without interest coupons; and•unless we indicate otherwise in your prospectus supplement, in denominations of $2,000 and integral
multiples of $1,000 in excess thereof.

Holders may exchange their senior debt securities for senior debt securities of smaller denominations or
combined into fewer senior debt securities of larger denominations, as long as the total principal amount is notchanged. You may not exchange your senior debt securities for securities of a different series or having different
terms, unless your prospectus supplement says you may.
Holders may exchange or transfer their senior debt securities at the office of the trustee. They may also
replace lost, stolen, destroyed or mutilated senior debt securities at that office. We have appointed the trustee toact as our agent for registering senior debt securities in the names of holders and transferring and replacing seniordebt securities. We may appoint another entity to perform these functions or perform them ourselves.
Holders will not be required to pay a service charge to transfer or exchange their senior debt securities, butthey may be required to pay for any tax or other governmental charge associated with the exchange or transfer.
The transfer or exchange, and any replacement, will be made only if our transfer agent is satisfied with theholder’s proof of legal ownership. The transfer agent may require an indemnity before replacing any senior debt
securities.
49

If we have designated additional transfer agents for your senior debt security, they will be named in yourprospectus supplement. We may appoint additional transfer agents or cancel the appointment of any particulartransfer agent. We may also approve a change in the office through which any transfer agent acts.
If the senior debt securities of any series are redeemable and we redeem less than all of those senior debt
securities, we may block the transfer or exchange of those senior debt securities during the period beginning
15 calendar days before the day we mail the notice of redemption and ending on the day of that mailing, in orderto freeze the list of holders to prepare the mailing. We may also refuse to register transfers of or exchange any
senior debt security selected for redemption, except that we will continue to permit transfers and exchanges of
the unredeemed portion of any senior debt security being partially redeemed.
If a senior debt security is issued as a global senior debt security, only the depositary, DTC, Euroclear or
Clearstream, as applicable, will be entitled to transfer and exchange the senior debt security as described in thissubsection, since the depositary will be the sole holder of the senior debt security.
The rules for exchange described above apply to exchange of senior debt securities for other senior debt
securities of the same series and kind. If a senior debt security is convertible, exercisable or exchangeable into or
for a different kind of security, such as one that we have not issued, or for other property, the rules governing thattype of conversion, exercise or exchange will be described in the applicable prospectus supplement.
Payment Mechanics for Senior Debt Securities
Payment and Record Dates for Interest
The dates on which interest will be payable and the regular record date relating to an interest payment date
for any fixed rate senior debt security, floating rate senior debt security or indexed senior debt security will be
specified in your prospectus supplement. The record dates will apply regardless of whether a particular record
date is a “business day”, as defined below. For the purpose of determining the holder at the close of business on aregular record date when business is not being conducted, the close of business will mean 5:00 P.M., New York
City time, on that day. Unless we specify otherwise in this prospectus or in the applicable prospectus supplement,
the term “days” refers to calendar days.
Receipt of Payment
If interest is due on a senior debt security on an interest payment date, we will pay the interest to the person
in whose name the senior debt security is registered at the close of business on the regular record date relating to
the interest payment date as described in the applicable prospectus supplement. If interest is due at maturity but
on a day that is not an interest payment date, we will pay the interest to the person entitled to receive theprincipal of the senior debt security. If principal or another amount besides interest is due on a senior debt
security at maturity, we will pay the amount to the holder of the senior debt security against surrender of thesenior debt security at a proper place of payment or, in the case of a global senior debt security, in accordancewith the applicable policies of the depositary, DTC, Euroclear or Clearstream, as applicable.
Business Days
One or more of the following business day definitions shall apply to any senior debt security:“Euro business day” means each Monday, Tuesday, Wednesday, Thursday and Friday on which the TransEuropean Automated Real-Time Gross Settlement Express Transfer (TARGET) System, or any successor
system, is open for business.
“London business day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a dayon which banking institutions in London generally are authorized or obligated by law, regulation or executive
order to close and, in the case of a senior debt security for which LIBOR is an interest rate basis, is also a day on
which dealings in the applicable index currency are transacted in the London interbank market.
50

“New York business day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a
day on which banking institutions in New York City generally are authorized or obligated by law, regulation or
executive order to close.
“Tokyo business day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in Tokyo generally are authorized or obligated by law, regulation or executive order toclose.
Additional business days not defined above may apply to any senior debt security and will be described in
the applicable prospectus supplement.
Business Day Conventions
As specified in the applicable prospectus supplement, one of the following business day conventions may
apply to any senior debt security with regard to any relevant date other than one that falls on the maturity:“Following business day convention” means, for any interest payment date, other than the maturity, if
such date would otherwise fall on a day that is not a business day, then such date will be postponed to the next
day that is a business day.
“Modified following business day convention” means, for any interest payment date, other than thematurity, if such date would otherwise fall on a day that is not a business day, then such date will be postponed to
the next day that is a business day, except that, if the next business day falls in the next calendar month, thensuch date will be advanced to the immediately preceding day that is a business day.
“Following unadjusted business day convention” means, for any interest payment date, other than thematurity, that falls on a day that is not a business day, any payment due on such interest payment date will be
postponed to the next day that is a business day; provided that interest due with respect to such interest payment
date shall not accrue from and including such interest payment date to and including the date of payment of suchinterest as so postponed.
“Modified following unadjusted business day convention” means, for any interest payment date, otherthan the maturity, that falls on a day that is not a business day, any payment due on such interest payment date
will be postponed to the next day that is a business day; provided that interest due with respect to such interest
payment date shall not accrue from and including such interest payment date to and including the date ofpayment of such interest as so postponed, and provided further that, if such day would fall in the next calendar
month, the date of payment with respect to such interest payment date will be advanced to the business day
immediately preceding such interest payment date.
In all cases, if the stated maturity or any earlier redemption date or repayment date with respect to a seniordebt security falls on a day that is not a business day, any payment of principal, premium, if any, and interest
otherwise due on such day will be made on the next succeeding business day, and no interest on such payment
shall accrue for the period from and after such stated maturity, redemption date or repayment date, as the casemay be.
Payments Due in U.S. Dollars
We will follow the practice described in this subsection when paying amounts due in U.S. dollars.
Payments of amounts due in other currencies will be made as described in the next subsection.
Payments on Global Senior Debt Securities. We will make payments on a global senior debt security inaccordance with the applicable policies of the depositary, which will be DTC, Euroclear or Clearstream, as51

applicable, as in effect from time to time. Under those policies, we will pay directly to the depositary, or its
nominee, and not to any indirect owners who own beneficial interests in the global senior debt security. An
indirect owner’s right to receive those payments will be governed by the rules and practices of the depositary andits participants, as described below in the section entitled “Legal Ownership and Book-Entry Issuance—Global
Security”.
Payments on Non-Global Senior Debt Securities. We will make payments on a senior debt security in
non-global, registered form as follows. We will pay interest that is due on an interest payment date by check
mailed on the interest payment date to the holder at his or her address shown on the trustee’s records as of theclose of business on the regular record date. We will make all other payments by check or via wire transfer at thepaying agent described below, against surrender of the senior debt security. All payments by check will be madein next-day funds—i.e., funds that become available on the day after the check is cashed or wire transfer iscompleted.
Alternatively, if a non-global senior debt security has a principal amount of at least $1,000,000 (and theequivalent in another currency) and the holder asks us to do so, we will pay any amount that becomes due on thesenior debt security by wire transfer of immediately available funds to an account at a bank in New York City, on
the due date. To request wire payment, the holder must give the paying agent appropriate wire transfer
instructions at least five business days before the requested wire payment is due. In the case of any interest
payment due on an interest payment date, the instructions must be given by the person or entity who is the holder
on the relevant regular record date. In the case of any other payment, payment will be made only after the seniordebt security is surrendered to the paying agent. Any wire instructions, once properly given, will remain in effectunless and until new instructions are given in the manner described above.
Book-entry and other indirect owners should consult their banks or brokers for information on how they
will receive payments on their senior debt securities.
Payments Due in non-U.S. Currencies
We will follow the practice described in this subsection when paying amounts that are due in a specified
currency other than U.S. dollars.
Payments on Global Senior Debt Securities. We will make payments on a global senior debt security inthe applicable specified currency in accordance with the applicable policies as in effect from time to time of thedepositary, which will be DTC, Euroclear or Clearstream, as applicable. Unless we specify otherwise in theapplicable prospectus supplement, DTC will be the depositary for all senior debt securities in global form.
Indirect owners of a global senior debt security denominated in a currency other than U.S. dollars should
consult their banks or brokers for information on how to request payment in the specified currency in cases
where holders have a right to do so.
Payments on Non-Global Senior Debt Securities. Except as described in the third paragraph under thisheading, we will make payments on a senior debt security in non-global form in the applicable specified
currency. We will make these payments by wire transfer of immediately available funds to any account that ismaintained in the applicable specified currency at a bank designated by the holder and is acceptable to us and thetrustee. To designate an account for wire payment, the holder must give the paying agent appropriate wire
instructions at least five business days before the requested wire payment is due. In the case of any interest
payment due on an interest payment date, the instructions must be given by the person or entity who is the holder
on the regular record date. In the case of any other payment, the payment will be made only after the senior debt
security is surrendered to the paying agent. Any instructions, once properly given, will remain in effect unlessand until new instructions are properly given in the manner described above.
52

If a holder fails to give instructions as described above, we will notify the holder at the address in thetrustee’s records and will make the payment within five business days after the holder provides appropriate
instructions. Any late payment made in these circumstances will be treated under the Citibank Indenture as if
made on the due date, and no interest will accrue on the late payment from the due date to the date paid.
Although a payment on a senior debt security in non-global form may be due in a specified currency otherthan U.S. dollars, we will make the payment in U.S. dollars if your prospectus supplement specifies that holders
may ask us to do so and you make such a request. To request U.S. dollar payment in these circumstances, theholder must provide appropriate written notice to the trustee at least five business days before the next due date
for which payment in U.S. dollars is requested. In the case of any interest payment due on an interest payment
date, the request must be made by the person or entity who is the holder on the regular record date. Any request,
once properly made, will remain in effect unless and until revoked by notice properly given in the manner
described above.
Book-entry and other indirect owners of a senior debt security with a specified currency other than
U.S. dollars should contact their banks or brokers for information about how to receive payments in the specified
currency or in U.S. dollars.
Conversion to U.S. dollars. Unless otherwise indicated in your prospectus supplement, holders are notentitled to receive payments in U.S. dollars of an amount due in another currency, either on a global senior debt
security or a non-global senior debt security.
If your prospectus supplement specifies that holders may request that we make payments in U.S. dollars ofan amount due in another currency, the exchange rate agent described below will calculate the U.S. dollar
amount the holder receives in the exchange rate agent’s discretion. A holder that requests payment in U.S. dollars
will bear all associated currency exchange costs, which will be deducted from the payment.
When the Specified Currency Is Not Available. If we are obligated to make any payment in a specified
currency other than U.S. dollars, and the specified currency or any successor currency is not available to us due
to circumstances beyond our control—such as the imposition of exchange controls or a disruption in the currency
markets—we will be entitled to satisfy our obligation to make the payment in that specified currency by making
the payment in U.S. dollars, on the basis of the exchange rate determined by the exchange rate agent described
below, in its discretion.
The foregoing will apply to any senior debt security, whether in global or non-global form, and to any
payment, including a payment at maturity. Any payment made under the circumstances and in a manner
described above will not result in a default under any senior debt security or the Citibank Indenture.
Exchange Rate Agent. If we issue a senior debt security in a specified currency other than dollars, we will
appoint a financial institution to act as the exchange rate agent and will name the institution initially appointed
when the senior debt security is originally issued in the applicable prospectus supplement. We may select one of
our affiliates to perform this role. We may change the exchange rate agent from time to time after the originalissue date of the senior debt security without your consent and without notifying you of the change.
All determinations made by the exchange rate agent will be in its sole discretion unless we state in theapplicable prospectus supplement that any determination requires our approval. In the absence of manifest error,
those determinations will be conclusive for all purposes and binding on you and us, without any liability on thepart of the exchange rate agent.
Payment When Offices Are Closed
Unless specified otherwise in the applicable prospectus supplement, if any payment is due on a senior debt
security on a day that is not a business day, we will make the payment on the next business day. Payments
53

postponed to the next business day in this situation will be treated under the Citibank Indenture as if they weremade on the original due date. Postponement of this kind will not result in a default under any senior debt
security or the Citibank Indenture, and, unless otherwise specified on the applicable prospectus supplement, nointerest will accrue on the postponed amount from the original due date to the next business day.
Paying Agent
We may appoint one or more financial institutions to act as our paying agents, at whose designated offices
senior debt securities in non-global entry form may be surrendered for payment at their maturity. We call each of
those offices a paying agent. We may add, replace or terminate paying agents from time to time. We may alsochoose to act as our own paying agent.
Unclaimed Payments
Regardless of who acts as paying agent, all money paid by us to a paying agent that remains unclaimed at
the end of two years after the amount is due to a holder will be repaid to us. After that two-year period, the holder
may look only to us for payment and not to the trustee, any other paying agent or anyone else.
Notices
Notices to be given to holders of a global senior debt security will be given only to the depositary, in
accordance with its applicable policies as in effect from time to time. Notices to be given to holders of seniordebt securities not in global form will be sent by mail to the respective addresses of the holders as they appear in
the trustee’s records, and will be deemed given when mailed. Neither the failure to give any notice to a particularholder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any notice given toanother holder.
Book-entry and other indirect owners should consult their banks or brokers for information on how they
will receive notices.
Concerning the Trustee
Citibank, N.A., whose offices are located at 388 Greenwich Street, New York, New York 10013, is initially
serving as the trustee for the senior debt securities. Under the Citibank Indenture, we are required to file with thetrustee any information, documents and other reports, or summaries thereof, as may be required under the Trust
Indenture Act, at the times and in the manner provided under the Trust Indenture Act. However, in case of
documents filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, any such filing with thetrustee need not be made until the 15th day after such filing is actually made with the SEC.
Indemnification of Trustee for Actions Taken on Your Behalf
The Citibank Indenture provides that we will indemnify the trustee for, and hold it harmless against, anyloss, claim, liability or expense incurred without willful misconduct, negligence or bad faith on its part, arisingout of or in connection with the acceptance or administration of the trust or trusts under the Citibank Indenture,including the reasonable costs and expenses of defending itself against any claim or liability in connection withthe exercise or performance of any of its powers or duties under the Citibank Indenture. Subject to theseprovisions and specified other limitations, the holders of a majority in aggregate principal amount of each seriesof outstanding senior debt securities of each affected series, voting as one class, may direct the time, method andplace of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power
conferred on the trustee.
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LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE
The following section describes the special considerations that will apply to registered securities issued in
global, or book-entry, form.
Legal Owner of a Registered Security
Each senior debt security in registered form will be represented either by a certificate issued in definitive
form to a particular investor or by one or more global securities representing the entire issuance of securities. We
refer to those who have securities registered in their own names, on the books that we or the trustee or otheragent maintain for this purpose, as the “holders” of those securities. These persons are the legal holders of the
securities. We refer to those who, indirectly through others, own beneficial interests in securities that are notregistered in their own names as indirect owners of those securities. As we discuss below, indirect owners are notlegal holders, and investors in securities issued in book-entry form or in street name will be indirect owners.
Book-Entry Owners
We intend to initially issue each security in book-entry form only. This means securities will be
represented by one or more global securities registered in the name of a financial institution that holds them asdepositary on behalf of other financial institutions that participate in the depositary’s book-entry system. These
participating institutions, in turn, hold beneficial interests in the securities on behalf of themselves or theircustomers.
Under each senior debt indenture, only the person in whose name a security is registered is recognized as
the holder of that security. Consequently, for securities issued in global form, we will recognize only thedepositary as the holder of the securities and we will make all payments on the securities, including deliveries ofany property other than cash, to the depositary. The depositary passes along the payments it receives to its
participants, which in turn pass the payments along to their customers who are the beneficial owners. The
depositary and its participants do so under agreements they have made with one another or with their customers;
they are not obligated to do so under the terms of the securities.
As a result, investors will not own securities directly. Instead, they will own beneficial interests in a global
security, through a bank, broker or other financial institution that participates in the depositary’s book-entry
system or holds an interest through a participant. As long as the securities are issued in global form, investors
will be indirect owners, and not holders, of the securities.
Street Name Owners
In the future we may terminate a global security or issue securities in non-global form. In these cases,
investors may choose to hold their securities in their own names or in street name. Securities held by an investor
in street name would be registered in the name of a bank, broker or other financial institution that the investor
chooses, and the investor would hold only a beneficial interest in those securities through an account he or she
maintains at that institution.
For securities held in street name, we will recognize only the intermediary banks, brokers and otherfinancial institutions in whose names the securities are registered as the holders of those securities and we will
make all payments on those securities, including deliveries of any property other than cash, to them. These
institutions pass along the payments they receive to their customers who are the beneficial owners, but only
because they agree to do so in their customer agreements or because they are legally required to do so. Investors
who hold securities in street name will be indirect owners, not holders, of those securities.

55

Legal Holders
Our obligations and the obligations of the applicable trustee under the relevant senior debt indenture andthe obligations, if any, of any other third parties employed by us, the trustee or any of those agents, run only tothe holders of the securities. We do not have obligations to investors who hold beneficial interests in global
securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be
an indirect owner of a security or has no choice because we are issuing the securities only in global form.
For example, once we make a payment or give a notice to the holder, we have no further responsibility forthat payment or notice even if that holder is required, under agreements with depositary participants or customers
or by law, to pass it along to the indirect owners but does not do so. Similarly, if we want to obtain the approvalof the holders for any purpose—e.g., to amend the senior debt indenture for a series of senior debt securities or torelieve us of the consequences of a default or of our obligation to comply with a particular provision of anindenture—we would seek the approval only from the holders, and not the indirect owners, of the relevant
securities. Whether and how the holders contact the indirect owners is up to the holders.
Special Considerations for Indirect Owners
If you hold securities through a bank, broker or other financial institution, either in book-entry form or instreet name, you should check with your own institution to find out:•

how it handles securities payments and notices;•

whether it imposes fees or charges;•

how it would handle a request for the holders’ consent, if ever required;•

whether and how you can instruct it to send you securities registered in your own name so you can bea holder, if that is permitted in the future;•

how it would exercise rights under the securities if there were a default or other event triggering theneed for holders to act to protect their interests; and•if the securities are in book-entry form, how the depositary’s rules and procedures will affect thesematters.

Global Security
We intend to initially issue each security in book-entry form only. Each security issued in book-entry form
will be represented by one or more global securities that we deposit with and register in the name of one or morefinancial institutions or clearing systems, or their nominees, which we select. A financial institution or clearing
system that we select for any security for this purpose is called the “depositary” for that security. A security willusually have only one depositary but it may have more.
Each series of securities will have one or more of the following as the depositaries:
•

DTC;

•

a financial institution holding the securities on behalf of Euroclear;•a financial institution holding the securities on behalf of Clearstream; and•any other clearing system or financial institution named in the applicable prospectus supplement.

The depositaries named above may also be participants in one another’s clearing systems. Thus, forexample, if DTC is the depositary for a global security, investors may hold beneficial interests in that security
through Euroclear or Clearstream, as DTC participants. The depositary or depositaries for your securities will be
named in your prospectus supplement; if none is named, the depositary will be DTC.
56

A global security may represent one or any other number of individual securities. Generally, all securities
represented by the same global security will have the same terms. We may, however, issue a global security that
represents multiple securities of the same kind, such as senior debt securities, that have different terms and areissued at different times. We call this kind of global security a master global security. Your prospectus
supplement will not indicate whether your securities are represented by a master global security.
A global security may not be transferred to or registered in the name of anyone other than the depositary or
its nominee, unless special termination situations arise. We describe those situations below under “—Holder’s
Option to Obtain a Non-Global Security; Special Situations When a Global Security Will Be Terminated”. As aresult of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all
securities represented by a global security, and investors will be permitted to own only indirect interests in a
global security. Indirect interests must be held by means of an account with a broker, bank or other financial
institution that in turn has an account with the depositary or with another institution that does. Thus, an investor
whose security is represented by a global security will not be a holder of the security, but only an indirect ownerof an interest in the global security.
If the prospectus supplement for a particular security indicates that the security will be issued in global
form only, then the security will be represented by one or more global securities at all times unless and until the
global securities are terminated. We describe the situations in which this can occur below under “—Holder’s
Option to Obtain a Non-Global Security; Special Situations When a Global Security Will Be Terminated”. If
termination occurs, we may issue the securities through another book-entry clearing system or decide that the
securities may no longer be held through any book-entry clearing system.
Special Considerations for Global Securities
As an indirect owner, an investor’s rights relating to a global security will be governed by the account rulesof the depositary and those of the investor’s financial institution or other intermediary through which it holds its
interest (e.g., Euroclear or Clearstream, if DTC is the depositary), as well as general laws relating to securities
transfers. We do not recognize this type of investor or any intermediary as a holder of securities and instead deal
only with the depositary that holds the global security.
If securities are issued only in the form of a global security, an investor should be aware of the following:•

An investor cannot cause the securities to be registered in his or her own name, and cannot obtain
non-global certificates for his or her interest in the securities, except in the special situations we
describe below;•

An investor will be an indirect holder and must look to his or her own bank or broker for payments on
the securities and protection of his or her legal rights relating to the securities, as we describe above
under “—Legal Owner of a Registered Security”;•

An investor may not be able to sell interests in the securities to some insurance companies and otherinstitutions that are required by law to own their securities in non-book-entry form;•

An investor may not be able to pledge his or her interest in a global security in circumstances wherecertificates representing the securities must be delivered to the lender or other beneficiary of thepledge in order for the pledge to be effective;•

The depositary’s policies will govern payments, deliveries, transfers, exchanges, notices and othermatters relating to an investor’s interest in a global security, and those policies may change from time
to time. We, and the trustee will have no responsibility for any aspect of the depositary’s policies,
actions or records of ownership interests in a global security. We and the trustee also do not supervise
the depositary in any way;57

•The depositary will require that those who purchase and sell interests in a global security within its
book-entry system use immediately available funds and your broker or bank may require you to do so
as well; and•Financial institutions that participate in the depositary’s book-entry system and through which aninvestor holds its interest in the global securities, directly or indirectly, may also have their own
policies affecting payments, deliveries, transfers, exchanges, notices and other matters relating to thesecurities, and those policies may change from time to time. For example, if you hold an interest in a
global security through Euroclear or Clearstream, when DTC is the depositary, Euroclear or
Clearstream, as applicable, will require those who purchase and sell interests in that security throughthem to use immediately available funds and comply with other policies and procedures, including
deadlines for giving instructions as to transactions that are to be effected on a particular day. Theremay be more than one financial intermediary in the chain of ownership for an investor. We do notmonitor and are not responsible for the policies or actions or records of ownership interests of any of
those intermediaries.

Holder’s Option to Obtain a Non-Global Security; Special Situations When a Global Security Will Be
TerminatedIf we issue any series of securities in book-entry form but we choose to give the beneficial owners of that
series the right to obtain non-global securities, any beneficial owner entitled to obtain non-global securities may
do so by following the applicable procedures of the depositary, any transfer agent or registrar for that series andthat owner’s bank, broker or other financial institution through which that owner holds its beneficial interest in
the securities. For example, in the case of a global security representing preferred stock or depositary shares, abeneficial owner will be entitled to obtain a non-global security representing its interest by making a written
request to the transfer agent or other agent designated by us. If you are entitled to request a non-global certificate
and wish to do so, you will need to allow sufficient lead time to enable us or our agent to prepare the requested
certificate.
In addition, in a few special situations described below, a global security will be terminated and interests in
it will be exchanged for certificates in non-global form representing the securities it represented. After thatexchange, the choice of whether to hold the securities directly or in street name will be up to the investor.
Investors must consult their own banks or brokers to find out how to have their interests in a global security
transferred on termination to their own names, so that they will be holders. We have described the rights ofholders and street name investors above under “—Legal Owner of a Registered Security”.
The special situations for termination of a global security are as follows:•

if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary
for that global security and we do not appoint another institution to act as depositary within 60 days;•

if we notify the trustee that we wish to terminate that global security; or•in the case of a global security representing senior debt securities issued under a senior debt indenture,
if an event of default has occurred with regard to these senior debt securities or warrants and has notbeen cured or waived.

If a global security is terminated, only the depositary, and not we or the trustee, is responsible for deciding
the names of the institutions in whose names the securities represented by the global security will be registeredand, therefore, who will be the holders of those securities.
Considerations Relating to Euroclear and Clearstream
Euroclear and Clearstream are securities clearing systems in Europe. Both systems clear and settle
securities transactions between their participants through electronic, book-entry delivery of securities against
payment.
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Euroclear and Clearstream may be depositaries for a global security. In addition, if DTC is the depositary
for a global security, Euroclear and Clearstream may hold interests in the global security as participants in DTC.
As long as any global security is held by Euroclear or Clearstream, as depositary, you may hold an interestin the global security only through an organization that participates, directly or indirectly, in Euroclear or
Clearstream. If Euroclear or Clearstream is the depositary for a global security and there is no depositary in the
United States, you will not be able to hold interests in that global security through any securities clearance
system in the United States.
Payments, deliveries, transfers, exchanges, notices and other matters relating to the securities made throughEuroclear or Clearstream must comply with the rules and procedures of those systems. Those clearing systems
could change their rules and procedures at any time. We do not have control over those systems or their
participants, and we do not take responsibility for their activities. Transactions between participants in Euroclear
or Clearstream, on one hand, and participants in DTC, on the other hand, when DTC is the depositary, would also
be subject to DTC’s rules and procedures.
Special Timing Considerations for Transactions in Euroclear and Clearstream
Investors will be able to make and receive through Euroclear and Clearstream payments, deliveries,
transfers, exchanges, notices and other transactions involving any securities held through those clearing systems
only on days when those systems are open for business. These clearing systems may not be open for business ondays when banks, brokers and other institutions are open for business in the United States.
In addition, because of time-zone differences, U.S. investors who hold their interests in the securities
through these clearing systems and wish to transfer their interests, or to receive or make a payment or delivery or
exercise any other right with respect to their interests, on a particular day may find that the transaction will not beeffected until the next business day in Luxembourg or Brussels, as applicable. Thus, investors who wish to
exercise rights that expire on a particular day may need to act before the expiration date. In addition, investors
who hold their interests through both DTC and Euroclear or Clearstream may need to make special arrangements
to finance any purchases or sales of their interests between the U.S. and European clearing systems, and thosetransactions may settle later than would be the case for transactions within one clearing system.

59

TAXATION
The prospectus supplement may contain a summary of the material U.S. federal income tax consequences,
if any, to persons investing in the senior debt securities offered by that prospectus supplement. In addition, if the
tax laws of any foreign country are material to a particular series of senior debt securities, a prospectus
supplement may describe the principal income tax consequences under such laws of the acquisition, ownershipand disposition of such series of senior debt securities. The summary of tax consequences contained in theapplicable prospectus supplement will be presented for informational purposes only, however, and will not be
intended as legal or tax advice to prospective purchasers. You should consult your own tax advisor prior to any
acquisition of senior debt securities.
Japanese Taxation
The following description is a summary of Japanese tax consequences (limited to national taxes) to holdersof the debt securities, principally relating to such holders that are individual non-residents of Japan or
non-Japanese corporations, having no permanent establishment in Japan, and applicable to interest and profit
from redemption (as defined below) with respect to debt securities that have been or will be issued by Nomura
outside Japan on or after April 1, 2010 and interest on which will be payable outside Japan, as well as to certain
aspects of capital gains, inheritance and gift taxes. For information about the tax consequences to debt securities
issued before that date, see “Japanese Tax Consequences with respect to Debt Securities Issued on or before
March 31, 2010” below in this section.
The statements regarding Japanese tax laws set out below are based on the laws in force and as interpretedby the Japanese taxation authorities as at the date hereof and are subject to changes in the applicable Japaneselaws or tax treaties, conventions or agreements or in the interpretation thereof after that date. Prospective
investors should note that the following description of Japanese taxation is not exhaustive.
Special Additional Tax for Reconstruction from the Great East Japan Earthquake
Due to the imposition of a special additional income tax to secure funds for reconstruction from the Great
East Japan Earthquake, the withholding tax rate in respect of interest on the debt securities has been increased forthe period through and including December 31, 2037, as more fully described below.
Interest and Profit from Redemption
Interest payments on the debt securities will be subject to Japanese withholding tax unless it is establishedthat the debt security is 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 Japanor a non-Japanese corporation that in either case is a person having a special relationship with us as described in
Article 6, paragraph 4 of the Special Taxation Measures Act (a “specially-related person of ours”), (ii) a Japanesedesignated financial institution as described in Article 6, paragraph 9 of the Special Taxation Measures Act
which complies with the requirement for tax exemption under that paragraph or (iii) a Japanese public
corporation, financial institution, financial instruments business operator or certain other entity which hasreceived such payments through a Japanese payment handling agent, as provided in Article 3-3, paragraph 6 of
the Special Taxation Measures Act, in compliance with the requirement for tax exemption under that paragraph.
Interest payments on the debt securities to an individual resident of Japan, to a Japanese corporation, or to
an individual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related personof ours (except for the Japanese designated financial institution and the Japanese public corporation, financial
institution, financial instruments business operator and certain other entity described in the preceding paragraph)will be subject to deduction in respect of Japanese income tax at a rate of 15% (for the period through andincluding December 31, 2037, such income tax at the rate of 15% and special additional income tax at the rate of
0.315%, together being at the rate of 15.315%) of the amount of such interest.
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A legend containing a statement to the same effect as set forth in the preceding paragraphs will be printed
on the relevant debt securities or global debt security, as applicable, in compliance with the requirements of theSpecial Taxation Measures Act and regulations thereunder.
If the recipient of interest on the debt securities is a holder that is an individual non-resident of Japan or a
non-Japanese corporation, having no permanent establishment in Japan, that in either case is not a speciallyrelated person of ours, no Japanese income tax or corporation tax will be payable with respect to such interest
whether by way of withholding or otherwise, if certain requirements are complied with, inter alia:(a) if the relevant debt securities are held through a participant in an international clearing organization,such as DTC, Euroclear and Clearstream, Luxembourg, or through a financial intermediary, in eachcase, as prescribed by the Special Taxation Measures Act (each such participant or financial
intermediary being referred to as a “Participant”), the requirement that such recipient, at the time ofentrusting a Participant with the custody of the relevant debt securities, provide certain informationprescribed by the Special Taxation Measures Act and the cabinet order and other regulations
thereunder, or the “Law” to enable the Participant to establish that the recipient is exempt from therequirement for Japanese tax to be withheld or deducted, or the “interest recipient information“, andadvise the Participant if such recipient ceases to be so exempted (including where the recipient who is
an individual non-resident of Japan or non-Japanese corporation becomes a specially-related person ofours), and that we prepare and file a certain confirmation prescribed by the Law with the competent
local tax office in a timely manner based upon the interest recipient information communicated throughthe Participant and the relevant international clearing organization; and(b) if the relevant debt securities are held not through a Participant, the requirement that such recipient
submit to the relevant paying agent that makes payment of interest on the debt securities a claim for
exemption from withholding tax (hikazei tekiyo shinkokusho), or the “written application for tax
exemption”, together with certain documentary evidence, at or prior to each time of receiving interest,
and that we file the written application for tax exemption so received with the competent local tax
office in a timely manner.
Failure to comply with such requirements described above (including the case where the interest recipient
information is not duly communicated as required under the Law) will result in the withholding by us of income
tax at the rate of 15.315% of the amount of such interest.
The above-described exemption from Japanese income tax or corporation tax with respect to interest on thedebt securities will not be applicable to any debt securities on which interest is calculated based on any of certain
indices, including the amount of profits or assets of ours or a specially-related person of ours, as described in
Article 6, paragraph 4 of the Special Taxation Measures Act and the cabinet order relating to the said paragraph 4(“Taxable Linked Securities”).
If a recipient of interest on the debt securities is an individual non-resident of Japan or a non-Japanese
corporation, having no permanent establishment in Japan, which is subject to Japanese withholding tax due to its
status as a specially-related person of ours or for any other reason, (i) the rate of withholding tax may be reduced,
generally to 10%, under an applicable tax treaty, convention or agreement, and (ii) if such recipient is not subject
to Japanese tax under an applicable tax treaty, convention or agreement due to its status as a registered securities
dealer in the relevant country, or for any other reason, no Japanese income tax or corporation tax will be payable
with respect to such interest whether by way of withholding or otherwise; provided that, in either case (i) or (ii)above, such recipient shall submit required documents and information (if any) to the relevant tax authority.
If the recipient of any difference between the acquisition price of the debt securities and the amount which
the holder receives upon redemption thereof (the “profit from redemption”), is a beneficial owner that is anindividual non-resident of Japan or a non-Japanese corporation, having no permanent establishment in Japan, thatin either case is not a specially-related person of ours, no income tax or corporation tax will be payable withrespect to such profit from redemption.
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Capital Gains, Inheritance and Gift Taxes
Gains derived from the sale of the debt securities, whether within or outside Japan, by a holder that is anindividual non-resident of Japan or a non-Japanese corporation, having no permanent establishment in Japan, willbe, in general, not subject to Japanese income or corporation tax.
Japanese inheritance and gift taxes at progressive rates may be payable by an individual who has acquired
the debt securities as a legatee, heir or donee, even if the individual is not a Japanese resident.
No stamp, issue, registration or similar taxes or duties will, under present Japanese law, be payable byholders of the debt securities in connection with the issue of the debt securities outside Japan.
Japanese Tax Consequences with respect to Debt Securities Issued on or before March 31, 2010
Japanese tax consequences applicable to debt securities issued on or before March 31, 2010 are
substantially similar to those as summarized above in this section, except that the references to specially-related
persons of ours and Taxable Linked Securities do not apply.
United States Taxation
This section describes the material United States federal income tax consequences of owning certain of thedebt securities we may offer. It is the opinion of Sullivan & Cromwell LLP, United States tax counsel to
Nomura. It applies to you only if you acquire debt securities in an initial offering governed by this prospectus andyou hold your debt securities as capital assets for tax purposes. This section addresses only United States federal
income taxation and does not discuss all of the tax consequences that may be relevant to you in light of yourindividual circumstances, including foreign, state or local tax consequences, and tax consequences arising under
the Medicare contribution tax on net investment income or the alternative minimum tax. This section does not
apply to you if you are a member of a class of holders subject to special rules, such as:•a dealer in securities or currencies,•a trader in securities that elects to use a mark-to-market method of accounting for your securities
holdings,•

a bank,•an insurance company,•a tax-exempt organization,•a person that owns debt securities that are a hedge or that are hedged against interest rate or currency
risks,•a person that owns debt securities as part of a straddle or conversion transaction for tax purposes,•a person that purchases or sells debt securities as part of a wash sale for tax purposes, or•a United States holder (as defined below) whose functional currency for tax purposes is not the
U.S. dollar.

This section deals only with debt securities that are due to mature 30 years or less from the date on which
they are issued. The United States federal income tax consequences of owning debt securities that are due tomature more than 30 years from their date of issue will be discussed in the applicable prospectus supplement. In
addition, this section does not address the United States federal income tax treatment of debt securities thatreference the performance of United States equities. The United States federal income tax treatment of any suchdebt securities will be discussed in the applicable prospectus supplement. This section deals only with debt
securities in registered form. The consequences of owning debt securities in bearer form will be discussed in theapplicable prospectus supplement.
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This section is based on the Code, its legislative history, existing and proposed regulations under the Code,published rulings and court decisions, as well as the Convention between the Government of the United States ofAmerica and the Government of Japan for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with respect to Taxes on Income, or the “Convention”, all as currently in effect. These authorities are
subject to change, possibly on a retroactive basis.
If an entity or arrangement that is treated as a partnership for United States federal income tax purposes
holds the debt securities, the United States federal income tax treatment of a partner will generally depend on thestatus of the partner and the tax treatment of the partnership. A partner in a partnership holding the debt securities
should consult its tax advisor with regard to the United States federal income tax treatment of an investment in
the debt securities.
Please consult your own tax advisor concerning the consequences of owning debt securities in yourparticular circumstances under the Code and the laws of any other taxing jurisdiction.
United States Holders
This subsection describes the tax consequences to a United States holder. You are a United States holder if
you are a beneficial owner of a debt security and you are, for United States federal income tax purposes:•

a citizen or individual resident of the United States,•

a domestic corporation,•an estate whose income is subject to United States federal income tax regardless of its source, or•a trust if a United States court can exercise primary supervision over the trust’s administration and one
or more United States persons are authorized to control all substantial decisions of the trust or a trustthat has a valid election in effect under applicable United States Treasury regulations to be treated as a
United States person.

If you are not a United States holder, this subsection does not apply to you and you should refer to“—Non-United States Holders” below.
United States holders that use an accrual method of accounting for tax purposes generally will be required
to include certain amounts in income no later than the time such amounts are reflected on certain financial
statements. The application of this rule thus may require the accrual of income earlier than would be the caseunder the general tax rules described below, although the precise application of this rule is unclear at thistime. United States holders that use an accrual method of accounting should consult with their tax advisors
regarding the potential applicability of this legislation to their particular situation.
Payments of Interest
Except as described below in the case of interest on an original issue discount debt security that is not
qualified stated interest, each as defined below under “—United States Holders—Original Issue Discount—
General”, you will be taxed on any interest on your debt security, whether payable in U.S. dollars or a non-U.S.
dollar currency, as ordinary income at the time you receive the interest or when it accrues, depending on yourmethod of accounting for tax purposes.
You must include any tax withheld from the interest payment as ordinary income even though you do notin fact receive the amount withheld. You will also be required to include in income as interest any additionalamounts paid with respect to withholding tax on the debt securities, including tax withheld from the payment ofsuch additional amounts. You may be entitled to deduct or credit the withholding tax, subject to applicable limits(including that the election to deduct or credit foreign taxes applies to all of your foreign taxes for a particular tax
63year). However, any Japanese withholding taxes on interest would not be eligible for a foreign tax credit to theextent that the taxes are refundable under Japanese law or the Convention. Interest paid by us on your debt
security and the original issue discount, if any, accrued with respect to your debt security (as described below
under “—Original Issue Discount”) and any additional amounts paid with respect to withholding tax on the debt
security, including withholding tax on payments of such additional amounts are generally income from sources
outside the United States, and will generally be “passive” income for purposes of the rules regarding the foreign
tax credit allowable to a United States holder. The rules governing foreign tax credits are complex and you
should consult your tax advisor regarding the availability of the foreign tax credit in your situation.
Non-U.S. Dollar Currency Debt Securities—Cash Basis Taxpayers. If you are a taxpayer that uses the cash
receipts and disbursements method of accounting for tax purposes and you receive an interest payment that isdenominated in, or determined by reference to, a non-U.S. dollar currency, you would recognize income equal to
the U.S. dollar value of the interest payment, based on the exchange rate in effect on the date of receipt,
regardless of whether you actually convert the payment into U.S. dollars or receive the payment in U.S. dollars.
Non-U.S. Dollar Currency Debt Securities—Accrual Basis Taxpayers. If you are a taxpayer that uses anaccrual method of accounting for tax purposes, you may determine the amount of income that you recognize withrespect to an interest payment denominated in, or determined by reference to, a non-U.S. dollar currency by using
one of two methods. Under the first method, you would determine the amount of income accrued based on the
average exchange rate in effect during the interest accrual period or, with respect to an accrual period that spans
two taxable years, that part of the period within the taxable year.
If you elect the second method, you would determine the amount of income accrued on the basis of theexchange rate in effect on the last day of the accrual period, or, in the case of an accrual period that spans two
taxable years, the exchange rate in effect on the last day of the part of the period within the taxable year.
Additionally, under this second method, if you receive a payment of interest within five business days of the last
day of the accrual period or taxable year (as applicable), you may instead translate the interest accrued into U.S.
dollars at the exchange rate in effect on the day that you actually receive the interest payment. If you elect thesecond method, it would apply to all debt instruments that you hold at the beginning of the first taxable year towhich the election applies and to all debt instruments that you subsequently acquire. You may not revoke thiselection without the consent of the Internal Revenue Service.
When you actually receive an interest payment, including a payment attributable to accrued but unpaid
interest upon the sale or retirement of your debt security, denominated in, or determined by reference to, a
non-U.S. dollar currency for which you accrued an amount of income, you will recognize United States source
ordinary income or loss based on the difference, if any, between the exchange rate that you used to accrue based
upon interest income and the exchange rate in effect on the date of receipt, regardless of whether you actuallyconvert the payment into U.S. dollars or receive the payment in U.S. dollars.
Original Issue DiscountGeneral. If you own a debt security, other than a short-term debt security with a term of one year or less, itwould be treated as an original issue discount debt security if the amount by which the debt security’s statedredemption price at maturity exceeds its issue price is more than a de minimis amount. Generally, a debt
security’s issue price will be the first price at which a substantial amount of debt securities included in the issueof which the debt security is a part is sold to persons other than bond houses, brokers or similar persons ororganizations acting in the capacity of underwriters, placement agents or wholesalers. A debt security’s statedredemption price at maturity is the total of all payments provided by the debt security that are not payments ofqualified stated interest. Generally, an interest payment on a debt security is qualified stated interest if it is one ofa series of stated interest payments on a debt security that are unconditionally payable at least annually at a single
fixed rate, with certain exceptions for lower rates paid during some periods, applied to the outstanding principal
amount of the debt security. There are special rules for variable rate debt securities that are discussed below
64under “—Variable Rate Debt Securities”. We will state in the applicable prospectus supplement if we determinethat a particular debt security will be an original issue discount debt security.
In general, your debt security is not an original issue discount debt security if the amount by which its
stated redemption price at maturity exceeds its issue price is less than the de minimis amount of 0.25 percent of
its stated redemption price at maturity multiplied by the number of complete years to its maturity. Your debt
security would have de minimis original issue discount if the amount of the excess is less than the de minimis
amount. If your debt security has de minimis original issue discount, you would include the de minimis amount inincome as stated principal payments are made on the debt security, unless you make the election described below
under “—Election to Treat All Interest as Original Issue Discount”. You can determine the includible amountwith respect to each such payment by multiplying the total amount of your debt security’s de minimis originalissue discount by a fraction equal to:•the amount of the principal payment madedivided by:•

the stated principal amount of the debt security.

Any amount of de minimis original issue discount includable in income will be treated as capital gain.
Generally, if your original issue discount debt security matures more than one year from its date of issue,
you would include original issue discount in income before you receive cash attributable to that income. The
amount of original issue discount that you would include in income is calculated using a constant-yield method,and generally you would include increasingly greater amounts of original issue discount in income over the lifeof your debt security. More specifically, you can calculate the amount of original issue discount that you would
include in income by adding the daily portions of original issue discount with respect to your original issue
discount debt security for each day during the taxable year or portion of the taxable year that you hold youroriginal issue discount debt security. You can determine the daily portion by allocating to each day in any accrual
period a pro rata portion of the original issue discount allocable to that accrual period. You may select an accrual
period of any length with respect to your original issue discount debt security and you may vary the length ofeach accrual period over the term of your original issue discount debt security. However, no accrual period may
be longer than one year and each scheduled payment of interest or principal on the original issue discount debt
security must occur on either the first or final day of an accrual period.
You can determine the amount of original issue discount allocable to an accrual period by:•multiplying your original issue discount debt security’s adjusted issue price at the beginning of theaccrual period by your debt security’s yield to maturity, and then•subtracting from this figure the sum of the payments of qualified stated interest on your debt security
allocable to the accrual period.

You must determine the original issue discount debt security’s yield to maturity on the basis ofcompounding at the close of each accrual period and adjusting for the length of each accrual period. Further, youdetermine your original issue discount debt security’s adjusted issue price at the beginning of any accrual periodby:•adding your original issue discount debt security’s issue price and any accrued original issue discountfor each prior accrual period (determined without regard to the amortization of any acquisition
premium, as described below), and then•subtracting any payments previously made on your original issue discount debt security that were notqualified stated interest payments.
65

If an interval between payments of qualified stated interest on your original issue discount debt security
contains more than one accrual period, then, when you determine the amount of original issue discount allocable
to an accrual period, you would allocate the amount of qualified stated interest payable at the end of the interval,
including any qualified stated interest that is payable on the first day of the accrual period immediately following
the interval, pro rata to each accrual period in the interval based on their relative lengths. In addition, you would
increase the adjusted issue price at the beginning of each accrual period in the interval by the amount of any
qualified stated interest that has accrued prior to the first day of the accrual period but that is not payable until theend of the interval. You may compute the amount of original issue discount allocable to an initial short accrual
period by using any reasonable method if all other accrual periods, other than a final short accrual period, are ofequal length.
The amount of original issue discount allocable to the final accrual period is equal to the difference
between:•the amount payable at the maturity of your debt security, other than any payment of qualified statedinterest, and•your debt security’s adjusted issue price as of the beginning of the final accrual period.

Acquisition Premium
If you purchase your debt security for an amount that is less than or equal to the sum of all amounts, otherthan qualified stated interest, payable on your debt security after the purchase date but is greater than the amountof your debt security’s adjusted issue price, as determined above under “—General”, the excess is acquisition
premium. If you do not make the election described below under “—Election to Treat All Interest as OriginalIssue Discount”, then you would reduce the daily portions of original issue discount by a fraction equal to:•the excess of your adjusted basis in the debt security immediately after purchase over the adjusted
issue price of the debt security

divided by:•

the excess of the sum of all amounts payable, other than qualified stated interest, on the debt security
after the purchase date over the adjusted issue price of the debt security.

Pre-Issuance Accrued Interest
An election may be made to decrease the issue price of your debt security by the amount of pre-issuanceaccrued interest if:•

a portion of the initial purchase price of your debt security is attributable to pre-issuance accrued
interest,•

the first stated interest payment on your debt security is to be made within one year of your debt
security’s issue date, and•the payment would equal or exceed the amount of pre-issuance accrued interest.

If this election is made, a portion of the first stated interest payment would be treated as a return of the
excluded pre-issuance accrued interest and not as an amount payable on your debt security.
Debt Securities Subject to Contingencies Including Optional Redemption
Your debt security is subject to a contingency if it provides for an alternative payment schedule orschedules applicable upon the occurrence of a contingency or contingencies, other than a remote or incidental
66

contingency, whether such contingency relates to payments of interest or of principal. In such a case, you would
determine the yield and maturity of your debt security by assuming that the payments would be made according
to the payment schedule most likely to occur if:•

the timing and amounts of the payments that comprise each payment schedule are known as of theissue date, and•one of such schedules is significantly more likely than not to occur.

If there is no single payment schedule that is significantly more likely than not to occur, other than becauseof a mandatory sinking fund, you would include income on your debt security in accordance with the generalrules that govern contingent payment obligations. These rules will be discussed in the applicable prospectus
supplement.
Notwithstanding the general rules for determining yield and maturity, if your debt security is subject tocontingencies, the timing and amounts of the payments that comprise each payment schedule are known as of theissue date, and either you or we have an unconditional option or options that, if exercised, would require
payments to be made on the debt security under an alternative payment schedule or schedules, then:•in the case of an option or options that we may exercise, we would be deemed to exercise or not
exercise an option or combination of options in the manner that minimizes the yield on your debt
security; and•in the case of an option or options that you may exercise, you would be deemed to exercise or not
exercise an option or combination of options in the manner that maximizes the yield on your debt
security.

If both you and we hold options described in the preceding sentence, those rules would apply to each
option in the order in which they may be exercised. If an option or options are deemed to be exercised as
described above, the yield on your debt security for the purposes of these calculations would be determined byusing the date on which your debt security may be redeemed or repurchased as the maturity date and the amountpayable on such date as the principal amount payable at maturity.
If a contingency, including the exercise of an option, actually occurs or does not occur contrary to anassumption made according to the above rules then, except to the extent that a portion of your debt security isrepaid as a result of this change in circumstances and solely to determine the amount and accrual of original issue
discount, you would redetermine the yield and maturity of your debt security by treating your debt security as
having been retired and reissued on the date of the change in circumstances for an amount equal to your debt
security’s adjusted issue price on that date.
Election to Treat All Interest as Original Issue Discount
You may elect to include in gross income all interest that accrues on your debt security using the constantyield method described above under “—General”, with the modifications described below. For purposes of thiselection, interest will include stated interest, acquisition discount, original issue discount, de minimis originalissue discount, market discount, de minimis market discount and unstated interest, as adjusted by any amortizablebond premium, described below under “—Debt Securities Purchased at a Premium”, or acquisition premium.
If you make this election for your debt security, then, when you apply the constant-yield method:•

the issue price of your debt security would equal your cost,•

the issue date of your debt security would be the date you acquired it, and•no payments on your debt security would be treated as payments of qualified stated interest.
67Generally, this election will apply only to the debt security for which you make it; however, if the debt
security has amortizable bond premium, you would be deemed to have made an election to apply amortizablebond premium against interest for all debt instruments with amortizable bond premium, other than debt
instruments the interest on which is excludible from gross income, that you hold as of the beginning of thetaxable year to which the election applies or thereafter. Additionally, if you make this election for a market
discount debt security, you would be treated as having made the election discussed below under “—Market
Discount” to include market discount in income currently over the life of all debt instruments having market
discount that you acquire on or after the first day of the first taxable year to which the election applies. You may
not revoke any election to apply the constant-yield method to all interest on a debt security or the deemed
elections with respect to amortizable bond premium or market discount debt securities without the consent of theInternal Revenue Service.
Variable Rate Debt Securities
Your debt security would be a variable rate debt security if:•

your debt security’s issue price does not exceed the total non-contingent principal payments by morethan the lesser of:(1) 0.015 multiplied by the product of the total non-contingent principal payments and the number ofcomplete years to maturity from the issue date, or(2) 15 percent of the total non-contingent principal payments; and•your debt security provides for stated interest, compounded or paid at least annually, only at:(1) one or more qualified floating rates,(2) a single fixed rate and one or more qualified floating rates,(3) a single objective rate, or(4) a single fixed rate and a single objective rate that is a qualified inverse floating rate; and•the value of any variable rate on any date during the term of your debt security is set no earlier than
three months prior to the first day on which that value is in effect and no later than one year followingthat first day; and•except as provided in the first bullet above, your debt security does not provide for any contingent
principal payments.

Your debt security would have a variable rate that is a qualified floating rate if:•

variations in the value of the rate can reasonably be expected to measure contemporaneous variationsin the cost of newly borrowed funds in the currency in which your debt security is denominated; or•the rate is equal to such a rate either:(1) multiplied by a fixed multiple that is greater than 0.65 but not more than 1.35, or(2) multiplied by a fixed multiple greater than 0.65 but not more than 1.35, and then increased or
decreased by a fixed rate.toc

If your debt security provides for two or more qualified floating rates that are within 0.25 percentage pointsof each other on the issue date or can reasonably be expected to have approximately the same values throughout
the term of the debt security, the qualified floating rates together would constitute a single qualified floating rate.
Your debt security would not have a qualified floating rate, however, if the rate is subject to certain
restrictions (including caps, floors, governors or other similar restrictions) unless such restrictions are caps, floors
or governors that are fixed throughout the term of the debt security or such restrictions are not reasonably
expected to significantly affect the yield on the debt security.
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Your debt security would have a variable rate that is a single objective rate if:•

the rate is not a qualified floating rate, and•the rate is determined using a single, fixed formula that is based on objective financial or economic
information that is not within the control of or unique to the circumstances of the issuer or a related
party.

Your debt security would not have a variable rate that is an objective rate, however, if it is reasonably
expected that the average value of the rate during the first half of your debt security’s term would be either
significantly less than or significantly greater than the average value of the rate during the final half of your debt
security’s term.
An objective rate as described above is a qualified inverse floating rate if:•

the rate is equal to a fixed rate minus a qualified floating rate and•the variations in the rate can reasonably be expected to inversely reflect contemporaneous variationsin the qualified floating rate.

Your debt security would also have a single qualified floating rate or an objective rate if interest on yourdebt security is stated at a fixed rate for an initial period of one year or less followed by either a qualified floating
rate or an objective rate for a subsequent period, and either:•

the fixed rate and the qualified floating rate or objective rate have values on the issue date of the debt
security that do not differ by more than 0.25 percentage points, or•the value of the qualified floating rate or objective rate is intended to approximate the fixed rate.

In general, if your variable rate debt security provides for stated interest at a single qualified floating rate or
objective rate, or one of those rates after a single fixed rate for an initial period (as described above), and if theinterest is unconditionally payable (or will be constructively received under Section 451 of the Code) at least
annually, then, all stated interest on your debt security would be qualified stated interest. In this case, the amountof original issue discount, if any, would be determined by using, in the case of a qualified floating rate or
qualified inverse floating rate, the value as of the issue date of the qualified floating rate or qualified inverse
floating rate or, for any other objective rate, a fixed rate that reflects the yield reasonably expected for your debt
security.
If your variable rate debt security does not provide for stated interest at a single qualified floating rate or asingle objective rate, and also does not provide for interest payable at a fixed rate other than a single fixed rate
for an initial period (as described above), you generally would determine the interest and original issue discountaccruals on your debt security by:•determining a fixed rate substitute for each variable rate provided under your variable rate debt
security,•

constructing the equivalent fixed rate debt instrument, using the fixed rate substitute described above,•

determining the amount of qualified stated interest and original issue discount with respect to theequivalent fixed rate debt instrument, and•adjusting for actual variable rates during the applicable accrual period.

When you determine the fixed rate substitute for each variable rate provided under the variable rate debt
security, you generally would use the value of each variable rate as of the issue date or, for an objective rate thatis not a qualified inverse floating rate, a rate that reflects the reasonably expected yield on your debt security.
69

If your variable rate debt security provides for stated interest either at one or more qualified floating rates
or at a qualified inverse floating rate, and also provides for stated interest at a single fixed rate other than at asingle fixed rate for an initial period (as described above), you generally would determine interest and originalissue discount accruals by using the method described in the previous paragraph. However, your variable rate
debt security would be treated, for purposes of the first three steps of the determination, as if your debt security
had provided for a qualified floating rate, or a qualified inverse floating rate, rather than the fixed rate. The
qualified floating rate, or qualified inverse floating rate, that replaces the fixed rate must be such that the fairmarket value of your variable rate debt security as of the issue date approximates the fair market value of anotherwise identical debt instrument that provides for the qualified floating rate, or qualified inverse floating rate,
rather than the fixed rate.
Short-Term Debt Securities
In general, if you are an individual or other cash basis United States holder of a debt security with a term of
one year or less, or a “short-term debt security”, you are not required to accrue original issue discount, as
specially defined below for the purposes of this paragraph, for United States federal income tax purposes unless
you elect to do so (although it is possible that you may be required to include any stated interest in income as you
receive it). If you are an accrual basis taxpayer, a taxpayer in a special class, including, but not limited to, aregulated investment company, common trust fund or a certain type of pass-through entity, or a cash basis
taxpayer who so elects, you would be required to accrue original issue discount on short-term debt securities oneither a straight-line basis or under the constant-yield method, based on daily compounding. If you are notrequired and do not elect to include original issue discount in income currently, any gain you realize on the saleor retirement of your short-term debt security would be ordinary income to the extent of the accrued originalissue discount, which would be determined on a straight- line basis unless you make an election to accrue theoriginal issue discount under the constant-yield method, through the date of sale or retirement. However, if you
are not required and do not elect to accrue original issue discount on your short-term debt securities, you would
be required to defer deductions for interest on borrowings allocable to your short-term debt securities in an
amount not exceeding the deferred income until the deferred income is realized.
When you determine the amount of original issue discount subject to these rules, you must include allinterest payments on your short-term debt security, including stated interest, in your short-term debt security’s
stated redemption price at maturity.
Non-U.S. Dollar Original Issue Discount Debt Securities
If your original issue discount debt security is denominated in, or determined by reference to, a non-U.S.
dollar currency, you would determine original issue discount for any accrual period on your original issue
discount debt security in the non-U.S. dollar currency and then translate the amount of original issue discountinto U.S. dollars in the same manner as stated interest accrued by an accrual basis United States holder, as
described above under “—Payments of Interest”. You may recognize United States source ordinary income orloss when you receive an amount attributable to original issue discount in connection with a payment of interestor the sale or retirement of your debt security (to the extent such income or loss is attributable to changes inexchange rates).
Market Discount
You would be treated as if you purchased your debt security, other than a short-term debt security, at amarket discount, and your debt security would be a market discount debt security if:•

you purchase your debt security for less than its stated redemption price at maturity or, in the case ofan original issue discount debt security, its “revised issue price”; and•the difference between the debt security’s stated redemption price at maturity or, in the case of an
original issue discount debt security, the debt security’s revised issue price, and the price you paid for70

your debt security is equal to or greater than 0.25 percent of your debt security’s stated redemption
price at maturity multiplied by the number of complete years to the debt security’s maturity. To
determine the revised issue price of your debt security for these purposes, you generally add any
original issue discount that has accrued on your debt security to its issue price as determined above
under “—Original Issue Discount—General”.
If your debt security’s stated redemption price at maturity or, in the case of an original issue discount debt
security, its revised issue price, exceeds the price you paid for the debt security by less than 0.25 percent of thedebt security’s stated redemption price at maturity multiplied by the number of complete years to the debt
security’s maturity, the excess constitutes de minimis market discount, and the rules discussed below are notapplicable to you.
You must treat any gain you recognize on the maturity or disposition of your market discount debt security
as ordinary income (which should be treated as income from sources outside the United States) to the extent of
the accrued market discount on your debt security. Alternatively, you may elect to include market discount inincome currently over the life of your debt security. If you make this election, it would apply to all debt
instruments with market discount that you acquire on or after the first day of the first taxable year to which theelection applies. You may not revoke this election without the consent of the Internal Revenue Service. If you
own a market discount debt security and do not make this election, you would generally be required to defer
deductions for interest on borrowings allocable to your debt security in an amount not exceeding the accrued
market discount on your debt security until the maturity or disposition of your debt security.
If you own a market discount debt security, the market discount would accrue on a straight-line basis
unless an election is made to accrue market discount using a constant-yield method. If you make this election, it
would apply only to the debt security with respect to which it is made and you may not revoke it. You would,
however, not include accrued market discount in income unless you elect to do so as described above.
If your debt security is denominated in, or determined by reference to, a non-U.S. dollar currency, and you
are required to treat any gain on the maturity or disposition of the debt security as ordinary income to the extent
of the accrued market discount on your debt security (as described above), such accrued market discount would
be determined by translating the market discount (determined in units of the non-U.S. dollar currency) into
U.S. dollars on the date of the maturity or disposition, as the case may be. Alternatively, if you have elected toinclude market discount in income currently as it accrues, the accrued market discount (determined in units of the
non-U.S. dollar currency) would be translated into U.S. dollars at the average exchange rate for the accrual
period and you would generally recognize United States source ordinary income or loss to the extent attributable
to changes in exchange rates between the time of accrual of the market discount and the time of the acquisition ofyour debt security.
Debt Securities Purchased at a Premium
If you purchase your debt security for an amount in excess of the sum of all amounts payable on the debt
security after the acquisition date (other than payments of qualified stated interest), you may elect to treat theexcess as amortizable bond premium. If you make this election, you would reduce the amount required to be
included in your income each accrual period with respect to interest on your debt security by the amount ofamortizable bond premium allocable to that accrual period, based on your debt security’s yield to maturity. In
addition, regardless of whether or not you make the election described above, if your debt security is an originalissue discount debt security, you would not be required to include any original issue discount in income.
If the amortizable bond premium allocable to an accrual period exceeds your interest income from yourdebt security for such accrual period, such excess is first allowed as a deduction to the extent of interest included
in your income in respect of the debt security in previous accrual periods and is then carried forward to your next
accrual period. If the amortizable bond premium allocable and carried forward to the accrual period in which71

your debt security is sold, retired or otherwise disposed of exceeds your interest income for such accrual period,
you would be allowed an ordinary deduction equal to such excess.
If your debt security is denominated in, or determined by reference to, a non-U.S. dollar currency, you
would compute your amortizable bond premium in units of the non-U.S. dollar currency and your amortizablebond premium would reduce your interest income in units of the non-U.S. dollar currency. Gain or loss
recognized that is attributable to changes in exchange rates between the time your amortized bond premium
offsets interest income and the time of the acquisition of your debt security is generally taxable as United States
source ordinary income or loss.
If you make an election to amortize bond premium, it would apply to all debt instruments, other than debt
instruments the interest on which is excludible from gross income, that you hold at the beginning of the firsttaxable year to which the election applies or that you thereafter acquire, and you may not revoke it without theconsent of the Internal Revenue Service. See also “—Original Issue Discount—Election to Treat All Interest as
Original Issue Discount”.
Purchase, Sale and Retirement of the Debt Securities
Your tax basis in your debt security will generally be the U.S. dollar cost, as defined below, of your debt
security, adjusted by:•adding any original issue discount or market discount previously included in income with respect toyour debt security, and then•subtracting any payments on your debt security that are not qualified stated interest payments and any
amortizable bond premium to the extent that such premium either reduced interest income on yourdebt security or gave rise to a deduction on your debt security.

If you purchase your debt security with non-U.S. dollar currency, the U.S. dollar cost of your debt security
would generally be the U.S. dollar value of the purchase price on the date of purchase. However, if you are a cash
basis taxpayer, or an accrual basis taxpayer that so elects, and your debt security is traded on an establishedsecurities market, as defined in the applicable Treasury regulations, the U.S. dollar cost of your debt security
would be the U.S. dollar value of the purchase price on the settlement date of your purchase.
You will generally recognize gain or loss on the sale or retirement of your debt security equal to thedifference between the amount you realize on the sale or retirement, excluding any amounts attributable toaccrued but unpaid interest (which will be treated as interest payments), and your tax basis in your debt security.
If your debt security is sold or retired for an amount in non-U.S. dollar currency, the amount you realize would
be the U.S. dollar value of such amount on the date the debt security is disposed of or retired, except that in thecase of a debt security that is traded on an established securities market, as defined in the applicable Treasury
regulations, a cash basis taxpayer, or an accrual basis taxpayer that so elects, would determine the amountrealized based on the U.S. dollar value of the non-U.S. dollar currency on the settlement date of the sale orretirement.
You will recognize United States source capital gain or loss when you sell or retire your debt securities,
except to the extent:•

described above under “—Short-Term Debt Securities” or “—Market Discount”, or•attributable to changes in exchange rates as described below.

Capital gain of a noncorporate United States holder is generally taxed at preferential rates where theproperty is held for more than one year. The deductibility of capital losses is subject to limitations.
72You must treat any portion of the gain or loss that you recognize on the sale or retirement of a debt security
as United States source ordinary income or loss to the extent attributable to changes in exchange rates. However,
you take exchange gain or loss into account only to the extent of the total gain or loss you realize on thetransaction.
Exchange of Amounts Other Than U.S. Dollars
If you receive non-U.S. dollar currency as interest on your debt securities or on the sale or retirement of
your debt securities, your tax basis in the non-U.S. dollar currency would equal its U.S. dollar value on the dateof receipt. If you purchase non-U.S. dollar currency, you generally would have a tax basis equal to the U.S. dollar
value of the non-U.S. dollar currency on the date of your purchase. If you sell or dispose of a non-U.S. dollar
currency, including if you use it to purchase debt securities or exchange it for U.S. dollars, any gain or loss
recognized generally would be United States source ordinary income or loss.
Debt Securities Subject to Special Rules
The applicable prospectus supplement will discuss any special United States federal income tax rules withrespect to (1) debt securities the payments on which are determined by reference to any index, (2) debt securities
that are subject to the rules governing contingent payment obligations, (3) debt securities that are denominated in,or that provide for payments that are determined by reference to, more than one currency, and (4) any debt
securities that are subject to special rules not discussed herein.
Information with Respect to Foreign Financial Assets
A United States holder that owns “specified foreign financial assets” with an aggregate value in excess of$50,000 (and in some circumstances, a higher threshold) may be required to file an information report withrespect to such assets with its tax returns. “Specified foreign financial assets” may include any financial accounts
maintained by foreign financial institutions, as well as the following, but only if they are held for investment andnot held in accounts maintained by financial institutions: (i) stocks and securities issued by non-United States
persons, (ii) financial instruments and contracts that have non-United States issuers or counterparties, and(iii) interests in foreign entities. United States holders are urged to consult their tax advisors regarding theapplication of this reporting requirement to their ownership of the debt securities.
Non-United States Holders
This subsection describes the tax consequences to a Non-United States holder. You are a Non-UnitedStates holder if you are a beneficial owner of a debt security and you are, for United States federal income tax
purposes:•a nonresident alien individual,•

a foreign corporation or•an estate or trust that in either case is not subject to United States federal income tax on a net income
basis on income or gain from a debt security.

If you are a United States holder, this subsection does not apply to you.
Payments of Interest
Under United States federal income tax law, and subject to the discussion of backup withholding below, if
you are a Non-United States holder of a debt security, interest on the debt security paid to you is exempt from73

United States federal income tax, including withholding tax, whether or not you are engaged in a trade orbusiness in the United States, unless:•you are an insurance company carrying on a United States insurance business to which the interest is
attributable, within the meaning of the Code, or•

you both:•have an office or other fixed place of business in the United States to which the interest is
attributable, and•you either derive the interest in the active conduct of a banking, financing or similar businesswithin the United States, or are a corporation with a principal business of trading in stocks andsecurities for your own account.

Sale and Retirement of the Debt Securities
If you are a Non-United States holder of a debt security, you generally would not be subject to UnitedStates federal income tax on gain realized on the sale or retirement of the debt security unless:•the gain is effectively connected with your conduct of a trade or business in the United States (and, if
required by an applicable income tax treaty, is attributable to a United States permanentestablishment), or•

you are an individual, you are present in the United States for 183 or more days during the taxable
year in which the gain is realized and certain other conditions exist.

Treasury Regulations Requiring Disclosure of Reportable Transactions
Treasury regulations require United States taxpayers to report certain transactions that give rise to a loss inexcess of certain thresholds. Under these regulations, if the debt securities are denominated in, or determined byreference to, a foreign currency, a United States holder (or a Non-United States holder that holds the debt
securities in connection with a U.S. trade or business) that recognizes a loss with respect to the debt securities
that is characterized as an ordinary loss due to changes in currency exchange rates (under any of the rules
discussed above) would be required to report the loss on Internal Revenue Service Form 8886 (Reportable
Transaction Disclosure Statement) if the loss exceeds the thresholds set forth in the regulations. For individuals
and trusts, this loss threshold is $50,000 in any single taxable year. For other types of taxpayers and other typesof losses, the thresholds are higher. You should consult with your tax advisor regarding any tax filing andreporting obligations that may apply in connection with acquiring, owning and disposing of the debt securities.
Foreign Account Tax Compliance Withholding
Certain non-U.S. financial institutions must comply with information reporting requirements orcertification requirements in respect of their direct and indirect United States shareholders and/or United Statesaccountholders to avoid becoming subject to withholding on certain payments. We and other non-U.S. financial
institutions may accordingly be required to report information to the Internal Revenue Service regarding theholders of debt securities and to withhold on a portion of payments under the debt securities to certain holders
that fail to comply with the relevant information reporting requirements (or hold debt securities directly or
indirectly through certain non-compliant intermediaries). However, under proposed Treasury regulations, suchwithholding will not apply to payments made before the date that is two years after the date on which final
regulations defining the term “foreign passthru payment” are published. Moreover such withholding would only
apply to debt securities issued at least six months after the date on which final regulations defining the term
“foreign passthru payment” are published. Holders are urged to consult their own tax advisors and any banks or
brokers through which they will hold debt securities as to the consequences (if any) of these rules to them.
74

We will not pay any additional amounts in respect of any withholding described in the preceding
paragraph, so if this withholding applies, you may receive significantly less than the amount that you would haveotherwise received with respect to your debt securities. Depending on your circumstances, you may be entitled toa refund or credit in respect of some or all of this withholding. However, even if you are entitled to have any suchwithholding refunded, the required procedures could be cumbersome and significantly delay your receipt of any
amounts withheld.
Backup Withholding and Information Reporting
If you are a noncorporate United States holder, information reporting requirements, on Internal Revenue
Service Form 1099, generally would apply to payments of principal and interest on a debt security within the
United States, and the payment of the proceeds to you from the sale of a debt security effected at a United States
office of a broker. Information reporting may also apply in respect of any original issue discount that accrues ona debt security.
Additionally, backup withholding may apply to such payments if you fail to provide an accurate taxpayer
identification number or (in the case of interest payments) if you fail to comply with applicable certification
requirements or are notified by the Internal Revenue Service that you have failed to report all interest anddividends required to be shown on your federal income tax returns.
If you are a Non-United States holder, you are generally exempt from backup withholding and information
reporting requirements with respect to payments of principal and interest made to you outside the United Statesby us or another non-United States payor. You are also generally exempt from backup withholding andinformation reporting requirements in respect of payments of principal and interest made within the United States
and the payment of the proceeds from the sale of a debt security effected at a United States office of a broker, as
long as either (i) the payor or broker does not have actual knowledge or reason to know that you are a UnitedStates person and you have furnished a valid Internal Revenue Service Form W-8 or other documentation uponwhich the payor or broker may rely to treat the payments as made to a non-United States person, or (ii) you
otherwise establish an exemption.
Payment of the proceeds from the sale of a debt security effected at a foreign office of a broker generally
will not be subject to information reporting or backup withholding. However, a sale effected at a foreign office ofa broker could be subject to information reporting in the same manner as a sale within the United States (and incertain cases may be subject to backup withholding as well) if (i) the broker has certain connections to the UnitedStates, (ii) the proceeds or the confirmation is sent to the United States, or (iii) the sale has certain other specified
connections with the United States.
You generally may credit any backup withholding against your United States federal income tax liability(if any) and obtain a refund of any amounts withheld under the backup withholding rules that exceed yourincome tax liability by filing a refund claim with the Internal Revenue Service.

75

PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
GeneralWe may sell senior debt securities:•

to or through underwriting syndicates represented by managing underwriters;•

through one or more underwriters without a syndicate for them to offer and sell to the public;•

through the issuance of subscription rights to our existing securityholders;•through dealers or agents; and•to investors directly in negotiated sales or in competitively bid transactions.

Any underwriter or agent involved in the offer and sale of any series of the senior debt securities will be
named in the prospectus supplement. Nomura Securities International, Inc., or other of our subsidiaries, may act
as an underwriter or agent.
The prospectus supplement for each series of senior debt securities will describe:•

the terms of the offering of these senior debt securities, including the name or names of any agent or
agents or the name or names of any underwriters;•

the public offering or purchase price;•

any discounts and commissions to be allowed or paid to any agents or underwriters and all other items
constituting underwriting compensation;•

any securities exchanges on which the senior debt securities may be listed;•

any discounts and commissions to be allowed or paid to dealers; and•other specific terms of the particular offering or sale.

If underwriters are used in the sale, we will execute an underwriting agreement with those underwriters
relating to the senior debt securities that we will offer. Unless otherwise set forth in the prospectus supplement,
the obligations of the underwriters to purchase these senior debt securities will be subject to conditions. The
underwriters will be obligated to purchase all of these senior debt securities if any are purchased.
The senior debt securities subject to the underwriting agreement will be acquired by the underwriters fortheir own account and may be resold by them from time to time in one or more transactions, including negotiatedtransactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may
be deemed to have received compensation from us in the form of underwriting discounts or commissions andmay also receive commissions from the purchasers of these senior debt securities for whom they may act asagent. Underwriters may sell these senior debt securities to or through dealers. These dealers may receive
compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agent. Any initial public offering price and any discounts orconcessions allowed or reallowed or paid to dealers may be changed from time to time.
We also may sell the senior debt securities in connection with a remarketing upon their purchase, inconnection with a redemption or repayment, by a remarketing firm acting as principal for its own account or as
our agent. Remarketing firms may be deemed to be underwriters in connection with the senior debt securities thatthey remarket.
We may authorize underwriters to solicit offers by institutions to purchase the senior debt securities subject
to the underwriting agreement from us, at the public offering price stated in the prospectus supplement under76

delayed delivery contracts providing for payment and delivery on a specified date in the future. If we sell seniordebt securities under these delayed delivery contracts, the prospectus supplement will state that as well as theconditions to which these delayed delivery contracts will be subject and the commissions payable for thatsolicitation.
In connection with underwritten offerings of the senior debt securities offered by this prospectus and inaccordance with applicable law and industry practice, underwriters may over-allot or effect transactions thatstabilize, maintain or otherwise affect the market price of the senior debt securities offered by this prospectus atlevels above those that might otherwise prevail in the open market, including by entering stabilizing bids,
effecting syndicate covering transactions or imposing penalty bids, each of which is described below.
•

A stabilizing bid means the placing of any bid, or the effecting of any purchase, for the purpose of
pegging, fixing or maintaining the price of a security.

•

A syndicate covering transaction means the placing of any bid on behalf of the underwriting syndicate
or the effecting of any purchase to reduce a short position created in connection with the offering.

•

A penalty bid means an arrangement that permits the managing underwriter to reclaim a selling
concession from a syndicate member in connection with the offering when offered senior debt
securities originally sold by the syndicate member are purchased in syndicate covering transactions.

These transactions may be effected on an exchange or automated quotation system, if the senior debt
securities are listed on that exchange or admitted for trading on that automated quotation system, or in theover-the-counter market or otherwise. Underwriters are not required to engage in any of these activities or tocontinue these activities if commenced.
Senior debt securities may be sold directly by us to one or more institutional purchasers, or through agents
designated by us from time to time, at a fixed price or prices, which may be changed, or at varying prices
determined at the time of sale. Any agent involved in the offer or sale of the senior debt securities in respect ofwhich this prospectus is delivered will be named, and any commissions payable by us to the agent will be set
forth, in the prospectus supplement relating to that offering. Unless otherwise indicated in the applicableprospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment.
Underwriters, dealers and agents may be entitled, under agreements with us, to indemnification by us
relating to material misstatements or omissions. Underwriters, dealers and agents may be customers of, engage intransactions with, or perform services for, us and our subsidiaries or affiliates in the ordinary course of business.
Each series of senior debt securities offered by this prospectus will be a new issue of senior debt securities
and will have no established trading market. Any underwriters to whom offered senior debt securities are sold for
public offering and sale may make a market in the offered senior debt securities, but the underwriters will not be
obligated to do so and may discontinue any market making at any time without notice. The senior debt securities
offered by this prospectus may or may not be listed on a national securities exchange. No assurance can be giventhat there will be a market for any senior debt securities offered by this prospectus.
Market-Making Resales by Affiliates
This prospectus may be used by Nomura Securities International, Inc. in connection with offers and salesof the senior debt securities in market-making transactions. In a market-making transaction, Nomura Securities
International, Inc. may resell a security it acquires from other holders, after the original offering and sale of thesenior debt security. Resales of this kind may occur in the open market or may be privately negotiated, at
prevailing market prices at the time of resale or at related or negotiated prices. In these transactions, Nomura
Securities International, Inc. may act as principal or agent, including as agent for the counterparty in a transactionin which Nomura Securities International, Inc. acts as principal, or as agent for both counterparties in a77

transaction in which Nomura Securities International, Inc. does not act as principal. Nomura Securities
International, Inc. may receive compensation in the form of discounts and commissions, including from bothcounterparties in some cases. Other of our affiliates may also engage in transactions of this kind and may use thisprospectus for this purpose.
We do not expect to receive any proceeds from market-making transactions. We do not expect that Nomura
Securities International, Inc. or any other affiliate that engages in these transactions will pay any proceeds fromits market-making resales to us.
Information about the trade and settlement dates, as well as the purchase price, for a market-making
transaction will be provided to the purchaser in a separate confirmation of sale. Unless we or an agent inform you
in your confirmation of sale that your senior debt security is being purchased in its original offering and sale, you
may assume that you are purchasing your senior debt security in a market-making transaction.
Conflicts of Interest
To the extent an initial offering of the senior debt securities will be distributed by one of our affiliates, eachsuch offering of senior debt securities will be conducted in compliance with the requirements of Rule 5121 of
FINRA, regarding a FINRA member firm’s distribution of securities of an affiliate and related conflicts ofinterest. No underwriter, selling agent or dealer utilized in the initial offering of senior debt securities who is oneof our affiliates will confirm sales to accounts over which it exercises discretionary authority without the priorspecific written approval of its customer.
Following the initial distribution of any of the senior debt securities, our affiliates may offer and sell thesesenior debt securities in the course of their businesses. Such affiliates may act as principals or agents in thesetransactions and may make any sales at varying prices related to prevailing market prices at the time of sale orotherwise. Such affiliates may also use this prospectus in connection with these transactions. None of ouraffiliates is obligated to make a market in any of these senior debt securities and may discontinue any marketmaking activities at any time without notice.

78

LEGAL MATTERS
In connection with particular offerings of the securities in the future, and if stated in the applicableprospectus supplement, the validity of those securities may be passed upon for us by Sullivan & Cromwell LLP
as to matters of New York law and by Anderson Mori & Tomotsune as to matters of Japanese law, and for any
underwriters or agents by Simpson Thacher & Bartlett LLP or other counsel named in the applicable prospectus
supplement.

EXPERTS
Our consolidated financial statements appearing in our annual report on Form 20-F for the year ended
March 31, 2018, and the effectiveness of our internal control over financial reporting as of March 31, 2018, havebeen audited by Ernst & Young ShinNihon LLC, independent registered public accounting firm, as set forth intheir reports thereon, included therein, and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm
as experts in accounting and auditing.
With respect to our unaudited interim consolidated financial statements for the six-month periods ended
September 30, 2018 and 2017 included in our current report on Form 6-K submitted to the SEC on December 14,
2018 and incorporated by reference in this prospectus, Ernst & Young ShinNihon LLC reported that they haveapplied limited procedures in accordance with professional standards for a review of such financial statements.
However, their separate report dated December 14, 2018, included in our current report on Form 6-K submitted
to the SEC on December 14, 2018, and incorporated by reference herein, states that they did not audit and they
do not express an opinion on the interim consolidated financial statements. Accordingly, the degree of relianceon their report on such financial statements should be restricted in light of the limited nature of the review
procedures applied. Ernst & Young ShinNihon LLC is not subject to the liability provisions of Section 11 of the
Securities Act for their report on the unaudited interim consolidated financial statements because that report is
not a “report” or a “part” of the Registration Statement prepared or certified by Ernst & Young ShinNihon LLC
within the meaning of Sections 7 and 11 of the Securities Act.

ENFORCEMENT OF CIVIL LIABILITIESWe are a joint stock corporation incorporated with limited liability under the laws of Japan. Most of ourdirectors and executive officers are residents of countries other than the United States. Although some of ouraffiliates have substantial assets in the United States, substantially all of our assets and the assets of our directors
and executive officers (and certain experts named herein) are located outside the United States. As a result, it
may not be possible for investors to effect service of process within the United States upon us or our directors
and executive officers or to enforce against us or these persons judgments obtained in the United States courts
predicated upon the civil liability provisions of the United States securities laws. We have been advised by ourJapanese counsel, Anderson Mori & Tomotsune, that there is doubt as to the enforceability in Japan, in originalactions or in actions to enforce judgments of United States courts, of civil liabilities based solely on United States
securities laws.
Our agent for service of process is Nomura Holding America Inc. (or any successor corporation).

79

CLEARANCE AND SETTLEMENT
GeneralThe principal clearing systems we will use are the book-entry systems operated by DTC in the UnitedStates, Clearstream in Luxembourg and Euroclear in Belgium. These systems have established electronic
securities and payment, transfer, processing, depositary and custodial links among themselves and others, either
directly or indirectly through custodians and depositaries. These links allow securities to be issued, held andtransferred among the clearing systems without the physical transfer of certificates.
Special procedures to facilitate clearance and settlement have been established among these clearing
systems to trade securities across borders in the secondary market. Where payments for senior debt securities weissue in global form will be made in U.S. dollars, these procedures can be used for cross-market transfers and thesenior debt securities will be cleared and settled on a delivery against payment basis.
If we issue senior debt securities to you outside of the United States, its territories and possessions, youmust initially hold your interests through Euroclear, Clearstream or the clearance system that is described in theapplicable prospectus supplement. Cross-market transfers of securities that are not in global form may be cleared
and settled in accordance with other procedures that may be established among the clearing systems for thesesecurities.
Clearstream and Euroclear hold interests on behalf of their participants through customers’ securities
accounts in the names of Clearstream and Euroclear on the books of their respective depositories, which, in thecase of securities for which a global security in registered form is deposited with DTC, in turn hold such interests
in customers’ securities accounts in the depositories’ names on the books of DTC.
The policies of DTC, Clearstream and Euroclear will govern payments, transfers, exchanges and othermatters relating to your interest in securities held by them. This is also true for any other clearance system that
may be named in a prospectus supplement. We have no responsibility for any aspect of the actions of DTC,
Clearstream or Euroclear or any of their direct or indirect participants. We have no responsibility for any aspectof the records kept by DTC, Clearstream or Euroclear or any of their direct or indirect participants. We also do
not supervise these systems in any way. This is also true for any other clearing system indicated in a prospectus
supplement.
DTC, Clearstream, Euroclear and their participants perform these clearance and settlement functions underagreements they have made with one another or with their customers. You should be aware that they are notobligated to perform these procedures and may modify them or discontinue them at any time. The description of
the clearing systems in this section reflects our understanding of the rules and procedures of DTC, Clearstream
and Euroclear as they are currently in effect. Those systems could change their rules and procedures at any time.
DTC
DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking
organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a“clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency”
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities deposited with it
by its participants and facilitates the settlement of transactions among its participants in such securities throughelectronic computerized book-entry changes in accounts of the participants, thereby eliminating the need forphysical movement of securities certificates. DTC’s participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations. DTC is partially owned by theseparticipants or their representatives. Access to DTC’s book-entry system is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with aparticipant of DTC, either directly or indirectly. According to DTC, the foregoing information with respect to80

DTC has been provided to the financial community for informational purposes only and is not intended to serve
as a representation, warranty or contract modification of any kind. The rules applicable to DTC and DTC
participants are on file with the SEC.
If the senior debt securities are issued in the form of registered global securities, such senior debt security
will be deposited with DTC on the closing date. This means that we will not issue certificates to each holder. If
we issue one global note with respect to each series of senior debt securities to DTC, DTC will keep acomputerized record of its participants whose clients have purchased the senior debt securities. The participant
will then keep a record of its clients who purchased the securities. Unless it is exchanged in whole or in part for acertificated senior debt security, a global security may not be transferred; except that DTC, its nominees, andtheir successors may transfer a global security as a whole to one another.
Beneficial interests in the global securities will be shown on, and transfers of the global securities will bemade only through, records maintained by DTC and its participants. We will wire principal and interest payments
to DTC’s nominee. We and the trustee will treat DTC’s nominee as the owner of the global securities for all
purposes. Accordingly, we, the trustee and any paying agent will have no direct responsibility or liability to pay
amounts due on the global securities to owners of beneficial interests in the global security.
It is DTC’s current practice, upon receipt of any payment of principal or interest, to credit direct
participants’ accounts on the payment date according to their respective holdings of beneficial interest in the
global security as shown on DTC’s records. In addition, it is DTC’s current practice to assign any consenting or
voting right to direct participants whose accounts are credited with securities on a record date, by using anomnibus proxy. Payments by participants to owners of beneficial interest in the global security, and voting byparticipants, will be governed by the customary practices between the participants and owners of beneficial
interest, as is the case with securities held for the account of customers registered in “street name”. However,payments will be the responsibility of the participants and not of DTC, the trustee or us.
Clearstream
Clearstream was incorporated as a limited liability company under Luxembourg law. Clearstream holds
securities for its customers and facilitates the clearance and settlement of securities transactions between
Clearstream customers through electronic book-entry changes in accounts of Clearstream customers, thus
eliminating the need for physical movement of certificates. Clearstream provides to its customers, among otherthings, services for safekeeping, administration, clearance and settlement of internationally traded securities,
securities lending and borrowing and collateral management. Clearstream interfaces with domestic markets in a
number of countries. Clearstream has established an electronic bridge with Euroclear Bank S.A./N.V., theoperator of the Euroclear System, to facilitate settlement of trades between Clearstream and Euroclear.
As a registered bank in Luxembourg, Clearstream is subject to regulation by the Luxembourg Commission
for the Supervision of the Financial Sector. Clearstream customers are recognized financial institutions aroundthe world, including underwriters, securities brokers and dealers, banks, trust companies and clearing
corporations. In the United States, Clearstream customers are limited to securities brokers and dealers and banks,and may include the underwriters for the senior debt securities offered under any prospectus supplement. Other
institutions that maintain a custodial relationship with a Clearstream customer may obtain indirect access to
Clearstream. Clearstream is an indirect participant in DTC.
Distributions with respect to the senior debt securities held beneficially through Clearstream will becredited to cash accounts of Clearstream customers in accordance with its rules and procedures, to the extent
received by Clearstream.
Euroclear
Euroclear was created in 1968 to hold securities for participants of Euroclear and to clear and settle
transactions between Euroclear participants through simultaneous electronic book-entry delivery against81

payment, thus eliminating the need for physical movement of certificates and risk from lack of simultaneoustransfers of securities and cash. Transactions may now be settled in many currencies, including United States
dollars and Japanese yen. Euroclear provides various other services, including securities lending and borrowing
and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market
transfers with DTC described below.
Euroclear is operated by Euroclear Bank S.A./N.V., or the Euroclear Operator, under contract with
Euroclear Clearance System plc, a U.K. corporation, or the Euroclear Clearance System. The Euroclear Operator
conducts all operations, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts
with the Euroclear Operator, not the Euroclear Clearance System. The Euroclear Clearance System establishes
policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including central
banks), securities brokers and dealers and other professional financial intermediaries and may include theunderwriters for the senior debt securities offered under any prospectus supplement. Indirect access to Euroclear
is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant,either directly or indirectly. Euroclear is an indirect participant in DTC.
Distributions with respect to the securities held beneficially through Euroclear will be credited to the cash
accounts of Euroclear participants in accordance with the Euroclear terms and conditions, to the extent received
by the Euroclear Operator and by Euroclear.
Settlement
You will be required to make your initial payment for the senior debt securities in immediately available
funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with
DTC rules and will be settled in immediately available funds using DTC’s Same-Day Funds Settlement System.
Secondary market trading between Clearstream participants and/or Euroclear participants will occur in theordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear andwill be settled using the procedures applicable to conventional eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, anddirectly or indirectly through Clearstream participants or Euroclear participants, on the other, will be effected in
DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its U.S.
depositary; however, such cross-market transactions will require delivery of instructions to the relevant European
international clearing system by the counterparty in such system in accordance with its rules and procedures andwithin its established deadlines (based on European time). The relevant European international clearing systemwill, if the transaction meets its settlement requirements, deliver instructions to the U.S. depositary to take action
to effect final settlement on its behalf by delivering or receiving senior debt securities in DTC, and making or
receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC.
Clearstream participants and Euroclear participants may not deliver instructions directly to their respective U.S.
depositaries.
Because of time-zone differences, credits of securities received in Clearstream or Euroclear as a result of atransaction with a DTC participant will be made during subsequent securities settlement processing and dated thebusiness day following the DTC settlement date. Such credits or any transactions in such securities settled during
such processing will be reported to the relevant Clearstream participants or Euroclear participants on suchbusiness day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a
Clearstream customer or a Euroclear participant to a DTC participant will be received with value on the DTC
settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business
day following settlement in DTC.
Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitatetransfers of securities among participants of DTC, Clearstream and Euroclear, they are under no obligation to82perform or continue to perform such procedures and such procedures may be discontinued at any time. The
securities have been accepted for clearance through DTC, Clearstream and Euroclear.
Other Clearing Systems
We may choose any other clearing system for a particular series of senior debt securities. The clearance
and settlement procedures for the clearing system we choose will be described in the applicable prospectus
supplement.

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BENEFIT PLAN INVESTOR CONSIDERATIONS
A fiduciary of a pension, profit-sharing or other employee benefit plan subject to the Employee Retirement
Income Security Act of 1974, as amended, or ERISA, (each an “ERISA Plan”) should consider the fiduciarystandards of ERISA in the context of the ERISA Plan’s particular circumstances before authorizing an
investment in the senior debt securities. Among other factors, the fiduciary should consider whether theinvestment would satisfy the prudence and diversification requirements of ERISA and would be consistent withthe documents and instruments governing the ERISA Plan, and whether the investment would involve a
prohibited transaction under Title I of ERISA or Section 4975 of the Code.
Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans, as well as individual retirement
accounts, Keogh plans and other plans that are subject to Section 4975 of the Code (together with ERISA Plans,“Plans”), and entities whose underlying assets include “plan assets” by reason of any Plan’s investment in such
entity (referred to herein as a Plan Asset Entity), from engaging in certain transactions involving “plan assets”
with persons who are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to
the Plan or Plan Asset Entity. A violation of these prohibited transaction rules may result in excise tax or otherliabilities under Title I of ERISA or Section 4975 of the Code for those persons, unless exemptive relief isavailable under an applicable statutory, regulatory or administrative exemption.
Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA), certain churchplans (as defined in Section 3(33) of ERISA) and non-U.S. plans (as described in Section 4(b)(4) of ERISA)(“Non-ERISA Arrangements”), are not subject to the prohibited transaction restrictions of Section 406 of ERISA
or Section 4975 of the Code but may be subject to similar provisions under applicable federal, state, local,
non-U.S. or other laws (“Similar Laws”).
The acquisition or holding of the senior debt securities by a Plan or a Plan Asset Entity with respect towhich we or certain of our affiliates is or becomes a party in interest or disqualified person may result in aprohibited transaction under Title I of ERISA or Section 4975 of the Code, unless the senior debt securities are
acquired and held pursuant to an applicable exemption. The U.S. Department of Labor has issued prohibited
transaction class exemptions, or PTCEs, that may provide exemptive relief for direct or indirect prohibited
transactions that may arise from the acquisition or holding of the senior debt securities. These exemptions
include PTCE 84-14 (for certain transactions determined by independent qualified professional asset managers),
PTCE 90-1 (for certain transactions involving insurance company pooled separate accounts), PTCE 91-38 (forcertain transactions involving bank collective investment funds), PTCE 95-60 (for transactions involving certain
insurance company general accounts), and PTCE 96-23 (for transactions managed by in-house asset managers).
In addition, ERISA Section 408(b)(17) and Code Section 4975(d)(20) provide an exemption (the “service
provider exemption”) for the acquisition and disposition of securities, provided that neither the issuer of
securities nor any of its affiliates have or exercise any discretionary authority or control or render any investment
advice with respect to the assets of any Plan involved in the transaction, and provided further that the Plan pays
no more and receives no less than “adequate consideration” (within the meaning of the service provider
exemption) in connection with the transaction. There can be no assurance that all of the conditions of any such
exemptions will be satisfied.
Because of the foregoing, the senior debt securities should not be acquired or held by any person investing“plan assets” of any Plan, Plan Asset Entity or Non-ERISA Arrangement, unless such acquisition and holding
will not constitute a non-exempt prohibited transaction under ERISA and the Code or a similar violation of any
applicable Similar Laws.
Any acquiror or holder of the senior debt securities or any interest therein will be deemed to haverepresented by its acquisition and holding of the senior debt securities that it either (1) is not a Plan, a Plan Asset
Entity or a Non-ERISA Arrangement and is not acquiring the senior debt securities on behalf of or with the assets
84

of any Plan, Plan Asset Entity or Non-ERISA Arrangement or (2) the acquisition and holding of the senior debt
securities will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code or a similar violation under any applicable Similar Laws.
The foregoing discussion is general in nature and is not intended to be all inclusive. Due to the complexityof these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited
transactions, it is important that fiduciaries or other persons considering purchasing the senior debt securities onbehalf of or with the assets of any Plan, Plan Asset Entity or Non-ERISA Arrangement consult with their counsel
regarding the availability of exemptive relief under ERISA, the Code or Similar Laws, as applicable. Purchasersof the senior debt securities have exclusive responsibility for ensuring that their purchase and holding of thesenior debt securities do not violate the fiduciary responsibility or prohibited transaction rules of Title I of
ERISA or Section 4975 of the Code or any similar provisions of applicable Similar Laws. The sale of any seniordebt securities to a Plan, Plan Asset Entity or Non-ERISA Arrangement is in no respect a representation by us or
any of our affiliates or representatives that such an investment meets all relevant legal requirements with respect
to investments by any such Plans, Plan Asset Entities or Non-ERISA Arrangements generally or any particularPlan, Plan Asset Entity or Non-ERISA Arrangement or that such investment is appropriate for such Plans, Plan
Asset Entities or Non-ERISA Arrangements generally or any particular Plan, Plan Asset Entity or Non-ERISA
Arrangement.

85

OUR REGISTERED HEAD OFFICE
Nomura Holdings, Inc.
1-9-1 Nihonbashi
Chuo-ku, Tokyo 103-8645
Japan
OUR LEGAL ADVISORSAs to New York and United States Law:
Sullivan & Cromwell LLP
Otemachi First Square
1-5-1 Otemachi
Chiyoda-ku, Tokyo 100-0004
Japan
As to Japanese Law:Anderson Mori & Tomotsune
Otemachi Park Building
1-1-1 Otemachi
Chiyoda-ku, Tokyo 100-8136
Japan

Nagashima Ohno & Tsunematsu
JP Tower
2-7-2 Marunouchi
Chiyoda-ku, Tokyo 100-7036
Japan

LEGAL ADVISORS TO THE UNDERWRITERS
As to New York and United States Law:
Simpson Thacher & Bartlett LLP
Ark Hills Sengokuyama Mori Tower
1-9-10 Roppongi
Minato-ku, Tokyo 106-0032
Japan
TRUSTEE

PAYING AGENT, TRANSFER AGENT
AND REGISTRAR

Citibank, N.A.
388 Greenwich Street, 14th floor
New York, N.Y. 10013

Citibank, N.A., London Branch
Corporate Trust Department, Citigroup Centre
Canada Square, Canary Wharf
London E14 5LB
United Kingdom

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ernst & Young ShinNihon LLC
Hibiya Mitsui Tower, Tokyo Midtown Hibiya
1-1-2 Yurakucho
Chiyoda-ku, Tokyo 100-0006
Japan

NOMURA HOLDINGS, INC.
$1,500,000,000 2.648% Senior Notes due 2025
$1,500,000,000 3.103% Senior Notes due 2030
Joint Lead Managers and Joint Bookrunners

NomuraSMBC NIKKO
Lloyds Securities

Citigroup
BBVA
NatixisBNP PARIBAS
Standard Chartered Bank

BofA Securities
Swedbank

Senior Co-Manager
Morgan Stanley

Co-Managers
ABN AMRO

Banco Sabadell

BankiaBMO Capital Markets

BNY Mellon Capital Markets, LLC

Crédit Agricole CIB

Deutsche Bank Securities

J.P. Morgan

KKR

Mizuho Securities

Rabo Securities

ScotiabankSociété Générale Corporate & Investment Banking

UniCredit Capital Markets