PROSPECTUS SUPPLEMENT(To prospectus dated February 10, 2016)

MUFG
Mitsubishi UFJ Financial Group, Inc.
$750,000,000 Floating Rate Senior Notes due July 26, 2021
$750,000,000 3.535% Senior Notes due July 26, 2021
$800,000,000 Floating Rate Senior Notes due July 26, 2023
$1,000,000,000 3.761% Senior Notes due July 26, 2023
$800,000,000 3.961% Senior Notes due March 2, 2028
$500,000,000 4.286% Senior Notes due July 26, 2038
Mitsubishi UFJ Financial Group, Inc., or MUFG, expects to issue the above-listed senior notes, collectively the Notes, pursuant to a senior indenture, dated
March 1, 2016, or the Indenture. MUFG Securities Americas 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.
Each of the floating rate senior notes due July 26, 2021, or the 3-year floating rate notes, and the floating rate senior notes due July 26, 2023, or the 5-year
floating rate notes, collectively the floating rate notes, will bear interest commencing July 26, 2018 at a floating rate, payable quarterly in arrears on
January 26, April 26, July 26 and October 26 of each year, subject to adjustments, with the first interest payment to be made on October 26, 2018. Theinterest rates on the 3-year floating rate notes and the 5-year floating rate notes for each interest period will be a per annum rate equal to three-month
U.S. dollar LIBOR plus 0.65% and three-month U.S. dollar LIBOR plus 0.86%, respectively. Each of the fixed rate senior notes due July 26, 2021, or the
3-year fixed rate notes, the fixed rate senior notes due July 26, 2023, or the 5-year fixed rate notes, and the fixed rate senior notes due July 26, 2038, or the
20-year fixed rate notes, will bear interest commencing July 26, 2018 at a per annum rate listed above, payable semi-annually in arrears on January 26
and July 26 of each year, with the first interest payment to be made on January 26, 2019. The fixed rate senior notes due March 2, 2028 offered hereby, or
the 10-year fixed rate notes, bear interest at the per annum rate listed above, payable semi-annually in arrears on March 2 and September 2 of each year,with the first interest payment to be made on September 4, 2018 with the same force and effect as if made on September 2, 2018. The 10-year fixed rate notes
offered hereby will constitute a further issuance of, and will form a single series with, our 3.961% senior notes due 2028, which we previously issued in theaggregate principal amount of $500,000,000 under the Indenture on March 2, 2018, or the existing 10-year fixed rate notes. The 10-year fixed rate notes
offered hereby will have the same CUSIP and ISIN numbers as, and will trade interchangeably with, the existing 10-year fixed rate notes immediately
upon settlement. The offering price of the 10-year fixed rate notes offered hereby will include accrued interest from (and including) March 2, 2018 throughthe day before the issue date, which must be paid by the purchasers.
We may at our option redeem a series of Notes in whole, but not in part, at 100% of their principal amount plus any accrued and unpaid interest to (but excluding)the date of redemption upon the occurrence of certain tax events, subject to certain conditions. See “Description of Senior Debt Securities” in the accompanying
prospectus.
The Notes are intended to qualify as total loss-absorbing capacity, or TLAC, debt upon the implementation of applicable TLAC regulations in Japan. The
Notes will be our senior unsecured obligations and will rank senior to all of our existing and future subordinated debt, will rank equally in right of
payment with all of our existing and future unsecured and unsubordinated debt (except for statutorily preferred exceptions) and will be effectively
subordinated to any secured indebtedness we incur, to the extent of the value of the assets securing the same. See “Risk Factors—Risks Related to the Senior
Debt Securities—The senior debt securities will be structurally subordinated to the liabilities of MUFG’s subsidiaries, including BTMU and MUTB.” andother risk factors in the same section included in the accompanying prospectus, and “Description of Senior Debt Securities” in the accompanying
prospectus.
We have made an application to the Luxembourg Stock Exchange to list the Notes on the official list of the Luxembourg Stock Exchange and for the Notes to be
admitted to trading on the Luxembourg Stock Exchange’s Euro MTF Market. The Luxembourg Stock Exchange’s Euro MTF Market is not a regulated market forthe purposes of Directive 2014/65/EU. This prospectus supplement with the accompanying prospectus constitutes the listing prospectus for purposes of Part IV of the
Luxembourg law on prospectus for securities dated July 10, 2005, as amended. This prospectus supplement and the accompanying prospectus may be used only forthe purposes for which it has been published, and does not constitute a prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC, as amended).

Investing in the Notes involves risks. See “Risk Factors” beginning on page 6 of the accompanying prospectus, updated on page S-2 ofthis prospectus supplement, and as incorporated by reference herein from our most recent annual report on Form 20-F.
Neither the U.S. Securities and Exchange Commission, or the SEC, nor any state securities regulators has approved or disapproved thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
These securities are not deposits or savings accounts. These securities are not insured by the U.S. Federal Deposit Insurance Corporation, or the FDIC, or
any other governmental agency or instrumentality.

Per Floating Rate Note due 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Floating Rate Notes due 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Per Fixed Rate Note due 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Fixed Rate Notes due 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Per Floating Rate Note due 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Floating Rate Notes due 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Per Fixed Rate Note due 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Fixed Rate Notes due 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Per Fixed Rate Note due 2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Fixed Rate Notes due 2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Per Fixed Rate Note due 2038 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Fixed Rate Notes due 2038 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Price to Public(1)Underwriting Discounts
and Commissions(2)Proceeds to us(before expenses)(1)100.000%$ 750,000,000
100.000%$ 750,000,000
100.000%$ 800,000,000
100.000%$1,000,000,000
99.248%$ 793,984,000
100.000%$ 500,000,000

0.250%$1,875,000
0.250%$1,875,000
0.350%$2,800,000
0.350%$3,500,000
0.450%$3,600,000
0.875%$4,375,000

99.750%$748,125,000
99.750%$748,125,000
99.650%$797,200,000
99.650%$996,500,000
98.798%$790,384,000
99.125%$495,625,000(1) Plus accrued interest, if any, on the Notes except the Fixed Rate Notes due 2028 after July 26, 2018. Plus accrued interest on the Fixed Rate Notes due
2028 from (and including) March 2, 2018 to (but excluding) the issue date, which must be paid by the purchasers of such notes offered hereby. The
amount of accrued interest per $1,000 principal amount on such notes offered hereby from (and including) March 2, 2018 to (but excluding) July 26,
2018, which is the expected issue date, will be $15.84.
(2) For additional underwriting compensation information, see “Underwriting (Conflicts of Interest).”The Notes are expected to be delivered to purchasers in book-entry form only through the facilities of The Depository Trust Company, or DTC, for theaccounts of its participants, including Euroclear Bank SA/NV, or Euroclear, and Clearstream Banking S.A., or Clearstream, Luxembourg, on or about
July 26, 2018.

Joint Lead Managers and Joint Bookrunners

MORGAN STANLEYMUFG

CITIGROUP(5-year notes and 20-year notes)

J.P. Morgan(3-year notes and 10-year notes)
Senior Co-Managers

Barclays

CITIGROUP(3-year notes and 10-year notes)

HSBC

J.P. Morgan(5-year notes and 20-year notes)

Co-Managers

BNP PARIBASRBC Capital Markets
The date of this prospectus supplement is July 17, 2018Crédit Agricole CIB
Société Générale Corporate& Investment Banking

Credit Suisse

NomuraWells Fargo Securities

TABLE OF CONTENTS
Page

About This Prospectus Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Where You Can Obtain More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Summary: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Floating Rate Senior Notes due 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.535% Senior Notes due 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Floating Rate Senior Notes due 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.761% Senior Notes due 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.961% Senior Notes due 2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.286% Senior Notes due 2038 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General Terms of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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S-1
S-3YRFL
S-3YRFX
S-5YRFL
S-5YRFX
S-10YRFX
S-20YRFX
S-GEN-1
SP-1
SP-2
SP-4
SP-14
SP-22
SP-23
SP-23

About This Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mitsubishi UFJ Financial Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain ERISA and Other Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Where You Can Obtain More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Limitation on Enforcement of U.S. Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Annex A: Unaudited Reverse Reconciliation of Selected Financial Information . . . . . . . . . . . . . . . .

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A-1

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ABOUT THIS PROSPECTUS SUPPLEMENT
In making an investment decision, you should rely only on the information provided or incorporated byreference in this prospectus supplement, the accompanying prospectus and any related free-writing prospectus
that we prepare or authorize. We have not authorized anyone to provide you with different or additional
information. You should not assume that the information in this prospectus supplement, the accompanying
prospectus or any related free-writing prospectus that we prepare or authorize or in any document incorporated
by reference herein or therein is accurate as of any date after its date.
The distribution of this prospectus supplement, the accompanying prospectus and any related free-writingprospectus that we prepare or authorize and the offering of the Notes in certain jurisdictions may be restricted bylaw. This prospectus supplement, the accompanying prospectus and any related free-writing prospectus that we
prepare or authorize do not constitute an offer, or an invitation on our behalf or on behalf of the underwriters or
any of them, to subscribe to or purchase any of the Notes, and may not be used for or in connection with an offer
or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any
person to whom it is unlawful to make such an offer or solicitation.
The Notes may not be a suitable investment for all investors and you must determine on your own or withthe assistance of a financial adviser the suitability of an investment in the Notes in light of your own
circumstances. You should not invest in the Notes unless you have the knowledge and expertise, either on yourown or with the assistance of a financial adviser, to evaluate how the Notes will perform under changing
conditions, the effect on the value of the Notes of the uncertainty relating to whether and how the Notes will be
qualified or treated under applicable regulatory capital or TLAC requirements, the impact this investment will
have on your overall investment portfolio, and the use of proceeds from the sale of the Notes. Prior to making an
investment decision, you should consider carefully, in light of your own financial circumstances and investment
objectives, all the information contained in this prospectus supplement, the accompanying prospectus and any
related free-writing prospectus that we prepare or authorize and in any document incorporated by reference
herein and therein and in any applicable supplement to this prospectus supplement.

As used in this prospectus supplement, the terms “MUFG,” “we,” the “Company” and the “Group”
generally refer to Mitsubishi UFJ Financial Group, Inc. and its consolidated subsidiaries but, from time to time as
the context requires, refers to Mitsubishi UFJ Financial Group, Inc. as an individual legal entity, except that on
the cover page of this prospectus supplement, under the heading “Joint Lead Managers and Joint Bookrunners”
and on the back cover page of this prospectus supplement, the reference to “MUFG” is to MUFG Securities
Americas Inc.
In this prospectus supplement, references to “yen” or “¥” are to Japanese yen, references to “U.S. dollars,”“dollars,” “U.S.$” or “$” are to United States dollars, references to “AU$” are to Australian dollars, andreferences to “euro” or “€” refer to the currency of those member states of the European Union which areparticipating in the European Economic and Monetary Union pursuant to the Treaty of the European Union.
Unless otherwise specified, the financial information presented in this prospectus supplement and ourconsolidated financial statements, which are incorporated by reference in this prospectus supplement, areprepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. Our
fiscal year ends on March 31 of each year.
Some of our financial information contained or incorporated by reference herein, where specified, isprepared in accordance with accounting principles generally accepted in Japan, or Japanese GAAP. We report
our financial results in accordance with Japanese GAAP on a quarterly basis under Japanese banking andsecurities regulations and Tokyo Stock Exchange rules. The basis of our financial information prepared iniiaccordance with U.S. GAAP may be significantly different in certain respects from the basis of our financial
information prepared in accordance with Japanese GAAP. For information on certain differences between
U.S. GAAP and Japanese GAAP, see Exhibit 99(b) “Unaudited Reverse Reconciliation of Selected Financial
Information” attached to our most recent annual report on Form 20-F, which is incorporated by reference herein.
You should consult your own professional advisers, as necessary, for a more complete understanding of thedifferences among U.S. GAAP, Japanese GAAP, International Financial Reporting Standards and any othergenerally accepted accounting principles applicable in your jurisdiction and how such differences affect thefinancial information contained or incorporated by reference herein.

The Notes have not been and will not be registered under the Financial Instruments and Exchange Act ofJapan (Act No. 25 of 1948, as amended; the “Financial Instruments and Exchange Act”) and are subject to theSpecial Taxation Measures Act of Japan (Act No. 26 of 1957, as amended; the “Special Taxation MeasuresAct”). The Notes may not be offered or sold in Japan or to, or for the benefit of, any resident of Japan (whichterm as used in this sentence means any person resident of Japan, including any corporation or other entity
organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to, or forthe benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, andotherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws,
regulations and governmental guidelines of Japan. The Notes are not, as part of the distribution by theunderwriters pursuant to the underwriting agreement dated the date of this prospectus supplement at any time, tobe 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 the Company as described in Article 6, Paragraph 4 of the Special Taxation Measures Act (a“specially-related person of the Company”) or (ii) a Japanese financial institution, designated in Article 6,
Paragraph 9 of the Special Taxation Measures Act, except as specifically permitted under the Special Taxation
Measures Act. BY SUBSCRIBING FOR THE NOTES, AN INVESTOR WILL BE DEEMED TO HAVEREPRESENTED THAT IT IS A PERSON WHO FALLS INTO THE CATEGORY OF (i) OR (ii)
ABOVE.
Interest payments on the Notes generally will be subject to Japanese withholding tax unless it is establishedthat such 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 the Company, (ii) a Japanesedesignated financial institution 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 or financial instruments business operator described in Article 3-3, Paragraph 6 of theSpecial Taxation Measures Act which complies with the requirement for tax exemption under that paragraph.
Interest payments on the Notes to an individual resident of Japan, to a Japanese corporation not described in
the preceding paragraph, or to an individual non-resident of Japan or a non-Japanese corporation that in eithercase is a specially-related person of the Company will be subject to deduction in respect of Japanese income tax
at a current rate of 15.315% (15% on or after January 1, 2038) of the amount of such interest.
PRIIPs Regulation / Prospectus Directive / 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 madeavailable to any retail investor in the European Economic Area (“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 2002/92/EC, asamended (the “Insurance Mediation Directive”), where that customer would not qualify as a professional client
as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in theiii

Prospectus Directive. 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 toretail investors in the EEA has been prepared and, therefore, offering or selling the Notes or otherwise making
them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

iv

FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference
herein contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation ReformAct of 1995. Forward-looking statements do not relate strictly to historical or current facts and include statements
regarding our current intent, belief, targets or expectations or the current intent, belief, targets or expectations ofour management with respect to, among others:•changes in banking and other regulations, including those affecting whether and how the Notes will be
qualified or treated under applicable capital or TLAC requirements and resolution measures to be
implemented in Japan,•

our financial condition,•

our results of operations,•our business plans and other management objectives,•

our business strategies, competitive positions and growth opportunities,•

the financial and regulatory environment in which we operate,•

our problem loan levels and loan losses,•

the equity, interest and foreign exchange markets, and•the benefits of recently completed or announced transactions and realization of related financial andoperating synergies and efficiencies, including estimated cost savings and revenue enhancement.

In many, but not all, cases, we use words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,”“hope,” “intend,” “may,” “plan,” “predict,” “probability,” “risk,” “should,” “will,” “would” and similar
expressions, as they relate to us or our management, to identify forward-looking statements. These statements
reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions.
Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect,
actual results may vary materially from those which are anticipated, aimed at, believed, estimated, expected,
intended or planned.
Forward-looking statements are not guarantees of future performance and involve risks and uncertainties.
Actual results may differ from those in forward-looking statements as a result of various factors. Importantfactors that could cause actual results to differ materially from estimates or forecasts contained in the forwardlooking statements include those which are discussed in this prospectus supplement, the accompanying
prospectus and our most recent annual report on Form 20-F and other documents incorporated by reference inthis prospectus supplement and the accompanying prospectus.
You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of
their respective dates. We do not undertake to update any forward-looking statements, whether as a result of new
information, future events or developments, or otherwise.
WHERE YOU CAN OBTAIN MORE INFORMATION
We file reports and other information with the SEC. You may read and copy any document filed with the
SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at(800) SEC-0330 for further information on the Public Reference Room. Documents filed with the SEC are alsoavailable to the public on the SEC’s internet website at http://www.sec.gov.
This prospectus supplement is part of a registration statement on Form F-3 that we filed with the SEC. The
registration statement, including the attached exhibits, contains additional relevant information about us and the
securities that may be offered from time to time.
v

INCORPORATION OF DOCUMENTS BY REFERENCEThe SEC allows us to “incorporate by reference” in this prospectus supplement and the accompanying
prospectus some or all of the documents we file with the SEC. This means:•the information in a document that is incorporated by reference is considered to be a part of thisprospectus supplement and the accompanying prospectus;•

we can disclose important information to you by referring you to those documents; and•information that we file with the SEC will automatically update and modify or supersede some of theinformation included or incorporated by reference in this prospectus supplement and the accompanying
prospectus.

This means that you must look at all of the SEC filings that we incorporate by reference to determine if anyof the statements in this prospectus supplement or the accompanying prospectus or in any document incorporated
by reference herein or therein have been modified or superseded. The accompanying prospectus describes
documents that are incorporated by reference into the accompanying prospectus and this prospectus supplement.
See “Incorporation of Documents by Reference” in the accompanying prospectus.
The documents incorporated by reference into this prospectus supplement and the accompanying prospectus
include:•our current report on Form 6-K relating to our financial information under Japanese GAAP as of andfor the fiscal year ended March 31, 2018, dated May 15, 2018, except for the forward-looking
statements which were made as of the date thereof,•

our current report on Form 6-K/A relating to partial corrections to our financial information underJapanese GAAP as of and for the fiscal year ended March 31, 2018, dated May 21, 2018,•

our current report on Form 6-K relating to our additional financial information under Japanese GAAP
as of and for the fiscal year ended March 31, 2018, and certain other additional information, dated
June 28, 2018,•

our annual report on Form 20-F for the fiscal year ended March 31, 2018, filed on July 12, 2018, and•our current report on Form 6-K relating to the Japanese Ministry of Finance’s administrative action
against Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., or MUMSS, dated July 13, 2018.

In addition, we incorporate by reference in this prospectus supplement all subsequent annual reports filed on
Form 20-F and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
U.S. Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, and certain reports on Form 6-K,
which we furnish to the SEC, if they state that they are incorporated by reference in this prospectus supplement,
after the date of this prospectus supplement until the offering contemplated in this prospectus supplement iscompleted. Reports on Form 6-K we may furnish to the SEC after the date of this prospectus supplement (orportions thereof) are incorporated by reference in this prospectus supplement only to the extent that the report
expressly states that it is (or such portions are) incorporated by reference in this prospectus supplement.
We will provide you without charge upon written or oral request a copy of any of the documents that areincorporated by reference in this prospectus supplement. If you would like us to provide you with any of these
documents, please contact us at the following address or telephone number: 7-1, Marunouchi 2-chome,
Chiyoda-ku, Tokyo 100-8330, Japan, Attention: Public Relations Office (telephone: +81-3-3240-8111).
Copies of documents incorporated by reference in this prospectus supplement may be inspected, free ofcharge, at the website of the Luxembourg Stock Exchange at www.bourse.lu.
Selected Financial Data
For certain selected financial data relating to us, see “Item 3.A. Key Information—Selected Financial Data”
in our most recent annual report on Form 20-F on file with the SEC incorporated by reference herein.
vi

SUMMARYThis summary highlights some of the information contained in this prospectus supplement, theaccompanying prospectus and the documents incorporated by reference herein. Because this is only a summary,it does not contain all of the information that may be important to you. You should read the entire prospectus
supplement, the accompanying prospectus and the documents incorporated by reference herein carefully,
including the section entitled “Risk Factors” and our financial statements and related notes to those statements
included in our most recent annual report on Form 20-F and the sections entitled “Risk Factors,” “Descriptionof Senior Debt Securities” and “Use of Proceeds” and other information included elsewhere, or incorporated byreference, in this prospectus supplement and the accompanying prospectus, prior to making an investment
decision.

Mitsubishi UFJ Financial Group, Inc.
We are a bank holding company incorporated on October 1, 2005 as a joint stock company (kabushiki
kaisha) under the Company Law of Japan. We are one of the world’s largest and most diversified financialgroups with total assets of ¥300.57 trillion and total deposits of ¥195.67 trillion as of March 31, 2018. We are theholding company for MUFG Bank, Ltd., or the Bank (formerly, The Bank of Tokyo-Mitsubishi UFJ, Ltd., or
BTMU). Mitsubishi UFJ Trust and Banking Corporation, or the Trust Bank or MUTB, MUMSS (throughMitsubishi UFJ Securities Holdings Co., Ltd., or the Securities HD, an intermediate holding company),
Mitsubishi UFJ NICOS Co., Ltd., and other subsidiaries. Through our subsidiaries and affiliated companies, we
engage in a broad range of financial businesses and services, including commercial banking, investment banking,trust banking and asset management services, securities businesses, and credit card businesses, and provide
related services to individuals and corporate customers in Japan and abroad. For a more detailed description of
our history and business, see “Item 4. Information on the Company” in our most recent annual report on
Form 20-F.

Updates Relating to Listing of the Notes on the Luxembourg Stock Exchange
To provide information relating to the expected listing of the Notes on the Luxembourg Stock Exchange,
updates are made to the section “Description of Senior Debt Securities” in the accompanying prospectus asfollows:•

The final paragraph of the sub-section under the sub-heading “Book-Entry; Delivery and Form—
Exchange of Global Notes for Certificated Notes” is deleted in its entirety; and•The sub-section under the sub-heading “Minimum Board Lot Size on the SGX-ST” is deleted in its
entirety, together with such sub-heading.

In addition, an update is made to the first sentence of “Risk Factors—Risks Related to the Senior Debt
Securities—There is no established trading market for the senior debt securities and one may not develop.” in theaccompanying prospectus by replacing the phrase “although we expect to list the senior debt securities on the
Singapore Exchange Securities Trading Limited, or SGX-ST,” with “although we expect to list the senior debt
securities on the Luxembourg Stock Exchange’s Euro MTF Market,”.
See “Listing and General Information.”

S-1

An Update to the Risks Related to the Senior Debt Securities
The following disclosure is added to the section “Risk Factors—Risks Related to the Senior Debt
Securities” in the accompanying prospectus:
LIBOR may be administered differently or discontinued in the future and, as a result, the value andmarketability of, and the return on, the senior debt securities linked to LIBOR may decline.
LIBOR is currently the subject of ongoing national and international regulatory reform. Following theimplementation of any such potential reforms, the manner of administration of LIBOR may change, with theresult that it may perform differently than in the past or could be eliminated entirely, that a substitute oralternative benchmark could be established, or that there could be other consequences, including those whichcannot be predicted. On July 27, 2017, the United Kingdom Financial Conduct Authority, or the U.K. FCA,
announced that it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR
benchmark after 2021. The U.K. FCA’s announcement indicates that the continuation of LIBOR on the current
basis cannot and will not be guaranteed after 2021. In addition, the application of Regulation (EU) 2016/1011,
generally known as the Benchmarks Regulation, and other current and future regulations may materially change
the manner in which the LIBOR benchmark is administered. The potential elimination of, or the potentialchanges in the manner of administration of, the LIBOR benchmark could require an adjustment or amendment to
the terms and conditions, or result in other consequences, in respect of any senior debt securities linked to
LIBOR, including discrepancies between the interest rates calculated as described herein and those based on any
substitute or alternative benchmark that becomes the market standard, as well as other consequences whichcannot be predicted. If the LIBOR benchmark becomes unavailable and banks are unwilling to provide
quotations in accordance with the terms of our floating rate senior debt securities, the Floating Interest Rate for aparticular Interest Period will be the same as the immediately preceding Interest Period, and could remain thesame for the life of the floating rate senior debt securities. Any such uncertainty or consequences relating to
LIBOR could have a material adverse effect on cash flow relating to accrued interest for each interest payment
period as well as the value and marketability of, and the return on, any such senior debt securities.

S-2

The Offering
Floating Rate Senior Notes due 2021
Notes offered . . . . . . . . . . . . . . . . . . . . . . $750,000,000 aggregate principal amount of floating rate senior notes
due July 26, 2021.
Issue price . . . . . . . . . . . . . . . . . . . . . . . . 100% of the principal amount plus accrued interest, if any, from
July 26, 2018.
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . July 26, 2021.
In the event July 26, 2021 or any other date fixed for redemption is
not both a Business Day and London Banking Day, the payment ofinterest and principal in respect of the 3-year floating rate notes will
be made on the next succeeding day that is both a Business Day and
London Banking Day, and no interest on such payment shall accrue
for the period from and after July 26, 2021 or any such other datefixed for redemption.
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . The 3-year floating rate notes will bear interest at a floating rate,
payable quarterly in arrears on January 26, April 26, July 26 andOctober 26 of each year, subject to adjustments, with the first interest
payment to be made on October 26, 2018. The interest rate on the
3-year floating rate notes for each interest period will be a per annum
rate equal to the London interbank offered rate for three-monthdeposits in U.S. dollars, or three-month U.S. dollar LIBOR, plus
0.65%. Interest on the 3-year floating rate notes will be computed on
the basis of the actual number of days and a 360-day year.
For purposes of the first interest payment on October 26, 2018, theInterest Period will begin on (and include) July 26, 2018. For
purposes of the interest payment on the maturity date, the Interest
Period will end on (and exclude) July 26, 2021.
See “Description of Senior Debt Securities—Floating Rate Interest”
in the accompanying prospectus.
Other terms . . . . . . . . . . . . . . . . . . . . . . . For more information on the terms of the 3-year floating rate notes,
including redemption, covenants and events of default, see“—General Terms of the Notes” in this prospectus supplement and“Description of Senior Debt Securities” in the accompanying
prospectus.
Calculation agent . . . . . . . . . . . . . . . . . . . The Bank of New York Mellon
Security codes . . . . . . . . . . . . . . . . . . . . . CUSIP: 606822 AX2
ISIN: US606822AX27
Common Code: 185751996

S-3YRFL3.535% Senior Notes due 2021
Notes offered . . . . . . . . . . . . . . . . . . . . . . $750,000,000 aggregate principal amount of 3.535% senior notes due
July 26, 2021.
Issue price . . . . . . . . . . . . . . . . . . . . . . . . 100% of the principal amount plus accrued interest, if any, from
July 26, 2018.
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . July 26, 2021.
In the event July 26, 2021 or any other date fixed for redemption is
not a Business Day, the payment of interest and principal in respect of
the 3-year fixed rate notes will be made on the next succeeding
Business Day, and no interest on such payment shall accrue for theperiod from and after July 26, 2021 or any such other date fixed forredemption.
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . The 3-year fixed rate notes will bear interest from July 26, 2018 at therate of 3.535% per annum payable semi-annually in arrears on
January 26 and July 26 of each year, with the first interest payment tobe made on January 26, 2019. Interest on the 3-year fixed rate notes
will be computed on the basis of a 360-day year consisting of twelve
30-day months.
Other terms . . . . . . . . . . . . . . . . . . . . . . . For more information on the terms of the 3-year fixed rate notes,
including redemption, covenants and events of default, see“—General Terms of the Notes” in this prospectus supplement and“Description of Senior Debt Securities” in the accompanying
prospectus.
Security codes . . . . . . . . . . . . . . . . . . . . . CUSIP: 606822 AW4
ISIN: US606822AW44
Common Code: 185740099

S-3YRFX

Floating Rate Senior Notes due 2023
Notes offered . . . . . . . . . . . . . . . . . . . . . . $800,000,000 aggregate principal amount of floating rate senior notes
due July 26, 2023.
Issue price . . . . . . . . . . . . . . . . . . . . . . . . 100% of the principal amount plus accrued interest, if any, from
July 26, 2018.
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . July 26, 2023.
In the event July 26, 2023 or any other date fixed for redemption is
not both a Business Day and London Banking Day, the payment ofinterest and principal in respect of the 5-year floating rate notes will
be made on the next succeeding day that is both a Business Day and
London Banking Day, and no interest on such payment shall accrue
for the period from and after July 26, 2023 or any such other datefixed for redemption.
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . The 5-year floating rate notes will bear interest at a floating rate,
payable quarterly in arrears on January 26, April 26, July 26 andOctober 26 of each year, subject to adjustments, with the first interest
payment to be made on October 26, 2018. The interest rate on the
5-year floating rate notes for each interest period will be a per annum
rate equal to the London interbank offered rate for three-monthdeposits in U.S. dollars, or three-month U.S. dollar LIBOR, plus
0.86%. Interest on the 5-year floating rate notes will be computed on
the basis of the actual number of days and a 360-day year.
For purposes of the first interest payment on October 26, 2018, theInterest Period will begin on (and include) July 26, 2018. For
purposes of the interest payment on the maturity date, the Interest
Period will end on (and exclude) July 26, 2023.
See “Description of Senior Debt Securities—Floating Rate Interest”
in the accompanying prospectus.
Other terms . . . . . . . . . . . . . . . . . . . . . . . For more information on the terms of the 5-year floating rate notes,
including redemption, covenants and events of default, see“—General Terms of the Notes” in this prospectus supplement and“Description of Senior Debt Securities” in the accompanying
prospectus.
Calculation agent . . . . . . . . . . . . . . . . . . . The Bank of New York Mellon
Security codes . . . . . . . . . . . . . . . . . . . . . CUSIP: 606822 AZ7
ISIN: US606822AZ74
Common Code: 185892182

S-5YRFL3.761% Senior Notes due 2023
Notes offered . . . . . . . . . . . . . . . . . . . . . . $1,000,000,000 aggregate principal amount of 3.761% senior notes
due July 26, 2023.
Issue price . . . . . . . . . . . . . . . . . . . . . . . . 100% of the principal amount plus accrued interest, if any, from
July 26, 2018.
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . July 26, 2023.
In the event July 26, 2023 or any other date fixed for redemption is
not a Business Day, the payment of interest and principal in respect of
the 5-year fixed rate notes will be made on the next succeeding
Business Day, and no interest on such payment shall accrue for theperiod from and after July 26, 2023 or any such other date fixed forredemption.
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . The 5-year fixed rate notes will bear interest from July 26, 2018 at therate of 3.761% per annum payable semi-annually in arrears on
January 26 and July 26 of each year, with the first interest payment tobe made on January 26, 2019. Interest on the 5-year fixed rate notes
will be computed on the basis of a 360-day year consisting of twelve
30-day months.
Other terms . . . . . . . . . . . . . . . . . . . . . . . For more information on the terms of the 5-year fixed rate notes,
including redemption, covenants and events of default, see“—General Terms of the Notes” in this prospectus supplement and“Description of Senior Debt Securities” in the accompanying
prospectus.
Security codes . . . . . . . . . . . . . . . . . . . . . CUSIP: 606822 BA1
ISIN: US606822BA15
Common Code: 185892271

S-5YRFX

3.961% Senior Notes due 2028
Notes offered . . . . . . . . . . . . . . . . . . . . . . $800,000,000 aggregate principal amount of 3.961% senior notes due
March 2, 2028.
The 10-year fixed rate notes offered hereby will constitute a further
issuance of, will form a single series with, will have the same CUSIP
and ISIN numbers as, and will trade interchangeably with, the$500,000,000 aggregate principal amount of fixed rate senior notes
due March 2, 2028 issued on March 2, 2018.
Issue price . . . . . . . . . . . . . . . . . . . . . . . . 99.248% of the principal amount plus accrued interest from (andincluding) March 2, 2018 to (but excluding) the issue date, which is
expected to be July 26, 2018, in the amount of $15.84 per $1,000
principal amount of the 10-year fixed rate notes.
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . March 2, 2028.
In the event March 2, 2028 or any other date fixed for redemption is
not a Business Day, the payment of interest and principal in respect of
the 10-year fixed rate notes will be made on the next succeeding
Business Day, and no interest on such payment shall accrue for theperiod from and after March 2, 2028 or any such other date fixed forredemption.
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . The 10-year fixed rate notes will bear interest from March 2, 2018 at
the rate of 3.961% per annum payable semi-annually in arrears on
March 2 and September 2 of each year, with the first interest payment
to be made on September 4, 2018 with the same force and effect as if
made on September 2, 2018. Interest on the 10-year fixed rate notes
will be computed on the basis of a 360-day year consisting of twelve
30-day months.
The initial interest to be paid on September 4, 2018 to holders ofrecord on August 27, 2018 of the 10-year fixed rate notes offered
hereby will be the same per note as the interest to be paid on
September 4, 2018 to holders of record on August 27, 2018 of theexisting 10-year fixed rate notes. All pre-issuance accrued interest
from (and including) March 2, 2018 to (but excluding) the issue date
will be paid by the purchasers of the 10-year fixed rate notes offered
hereby as described under “Issue price” above.
Other terms . . . . . . . . . . . . . . . . . . . . . . . For more information on the terms of the 10-year fixed rate notes,
including redemption, covenants and events of default, see“—General Terms of the Notes” in this prospectus supplement and“Description of Senior Debt Securities” in the accompanying
prospectus.
Security codes . . . . . . . . . . . . . . . . . . . . . CUSIP: 606822 AV6
ISIN: US606822AV60
Common Code: 178608975

S-10YRFX

4.286% Senior Notes due 2038
Notes offered . . . . . . . . . . . . . . . . . . . . . . $500,000,000 aggregate principal amount of 4.286% senior notes due
July 26, 2038.
Issue price . . . . . . . . . . . . . . . . . . . . . . . . 100% of the principal amount plus accrued interest, if any, from
July 26, 2018.
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . July 26, 2038.
In the event July 26, 2038 or any other date fixed for redemption is
not a Business Day, the payment of interest and principal in respect ofthe 20-year fixed rate notes will be made on the next succeeding
Business Day, and no interest on such payment shall accrue for theperiod from and after July 26, 2038 or any such other date fixed forredemption.
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . The 20-year fixed rate notes will bear interest from July 26, 2018 at
the rate of 4.286% per annum payable semi-annually in arrears on
January 26 and July 26 of each year, with the first interest payment tobe made on January 26, 2019. Interest on the 20-year fixed rate notes
will be computed on the basis of a 360-day year consisting of twelve
30-day months.
Other terms . . . . . . . . . . . . . . . . . . . . . . . For more information on the terms of the 20-year fixed rate notes,
including redemption, covenants and events of default, see“—General Terms of the Notes” in this prospectus supplement and“Description of Senior Debt Securities” in the accompanying
prospectus.
Security codes . . . . . . . . . . . . . . . . . . . . . CUSIP: 606822 BB9
ISIN: US606822BB97
Common Code: 185892344

S-20YRFX

General Terms of the Notes
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mitsubishi UFJ Financial Group, Inc.
Notes offered . . . . . . . . . . . . . . . . . . . . . . The Company will offer each series of Notes set forth on the cover
page of this prospectus supplement and in accordance with the terms
set forth elsewhere in this prospectus supplement and theaccompanying prospectus.
Issue date . . . . . . . . . . . . . . . . . . . . . . . . . July 26, 2018
Ranking of the Notes . . . . . . . . . . . . . . . . Each series of Notes, when issued, will constitute direct,
unconditional, unsubordinated and unsecured obligations of theCompany and rank senior to all of the existing and future
subordinated debt of the Company and equally in right of payment
with all of the existing and future unsecured and unsubordinated debt
of the Company (except for statutorily preferred exceptions). Eachseries of Notes will be effectively subordinated to any secured
indebtedness incurred by the Company to the extent of the value ofthe assets securing the same. See also “Risk Factors—Risks Related
to the Senior Debt Securities—The senior debt securities will be
structurally subordinated to the liabilities of MUFG’s subsidiaries,
including BTMU and MUTB.” in the accompanying prospectus.
Minimum denomination . . . . . . . . . . . . . Each series of Notes will be in denominations of $2,000 or integral
multiples of $1,000 in excess thereof. No Notes will be sold in theoffering to any purchaser unless the purchaser purchases at least$2,000 in principal amount of a series of Notes.
Additional amounts . . . . . . . . . . . . . . . . . All payments of principal and interest in respect of the Notes will bemade without withholding or deduction for or on account ofwithholding taxes imposed by or within Japan, unless suchwithholding or deduction is required by law. Interest payments on theNotes generally will be subject to Japanese withholding tax withcertain exceptions. See “Japanese Taxation.” If the payments are
subject to Japanese withholding tax, the Company will pay such
additional amounts (subject to certain exceptions) in respect ofJapanese taxes as will result in the payment of amounts otherwise
receivable absent any deduction or withholding on account of such
Japanese taxes. See “Description of Senior Debt Securities—Paymentof Additional Amounts” in the accompanying prospectus.
References to principal or interest in respect of the Notes shall bedeemed to include any additional amounts which may be payable as
set forth in the Indenture.
Redemption for tax reasons . . . . . . . . . . . A series of Notes may, subject to prior confirmation of the FSA (ifsuch confirmation is required under Japanese banking laws andregulations then in effect), be redeemed at any time, at the option of
the Company, in whole, but not in part, upon not less than 30 nor

S-GEN-1

more than 60 days’ prior notice, at a redemption price equal to 100%of the principal amount of the relevant series of Notes thenoutstanding plus accrued and unpaid interest to (but excluding) the
redemption date, if the Company has or will become obligated to pay
additional amounts as described under “Description of Senior Debt
Securities—Payment of Additional Amounts” in the accompanying
prospectus as a result of any change in, or amendment to, the laws,
regulations or rulings of Japan (or of any political subdivision or
taxing authority thereof or therein) affecting taxation, or any change
in the official application or interpretation of such laws, regulations or
rulings, which change or amendment becomes effective on or after
the date of this prospectus supplement with respect to the Notes otherthan the 10-year fixed rate notes or February 26, 2018 with respect tothe 10-year fixed rate notes, and the obligation cannot be avoided by
the Company taking reasonable measures available to it.
No notice of redemption may be given earlier than 90 days prior to
the earliest date on which the Company would be obligated to pay theadditional amounts if a payment in respect of such series of Notes
were then due. See “Description of Senior Debt Securities—Optional
Tax Redemption” in the accompanying prospectus.
Use of proceeds . . . . . . . . . . . . . . . . . . . . We intend to use the net proceeds from the sale of the Notes to fund theoperations of the Bank and the Securities HD through loans. See “Useof Proceeds.”
Limitations on the right to obtain
attachment under specified
circumstances . . . . . . . . . . . . . . . . . . . Each holder of the Notes will be deemed to have acknowledged,
accepted, consented and agreed that, for a period of 30 days from thetime the Prime Minister confirms that any measures (tokutei dai nigo
sochi) set forth in Article 126-2, Paragraph 1, Item 2 of the Deposit
Insurance Act of Japan (Act No. 34 of 1971, as amended), or the
Deposit Insurance Act, (or any successor provision thereto) need to be
applied to the Company, the ability of holders of the Notes and thetrustee to enforce the rights under the Indenture and the Notes shall be
subject to the limitations on the right to obtain attachment against theCompany’s assets set forth in Article 126-16 of the Deposit Insurance
Act (or any successor provision thereto).
Agreement with respect to certaintransfers of business under specified
circumstances . . . . . . . . . . . . . . . . . . . Each holder of the Notes will be deemed to have acknowledged,
accepted, consented and agreed that the Indenture will not limit any
sales, assignments, transfers or conveyances of business made withthe permission of a Japanese court in accordance with Article 126-13of the Deposit Insurance Act (or any successor provision thereto),including any such sales, assignments, transfers or conveyances madepursuant to the authority of the Deposit Insurance Corporation torepresent and manage and dispose of the Company’s assets under
Article 126-5 of the Deposit Insurance Act (or any successor

S-GEN-2

provision thereto) with the permission of a Japanese court inaccordance with Article 126-13 of the Deposit Insurance Act (or any
successor provision thereto), which permission may be granted by aJapanese court in accordance therewith if (i) the Company is under
special supervision by, or under special control of, the Deposit
Insurance Corporation pursuant to the Deposit Insurance Act, and (ii)the Company’s liabilities exceed, or are likely to exceed, its assets, or
the Company has suspended, or is likely to suspend, payment of its
obligations.
Limited right of set-off . . . . . . . . . . . . . . Each holder of the Notes will agree, by the acceptance of any interestin a debt security, that, if (a) the Company shall institute proceedings
seeking adjudication of its bankruptcy or seeking reorganization
under the Bankruptcy Law, the Civil Rehabilitation Law, theCorporate Reorganization Law, the Company Law or any othersimilar applicable law of Japan, and so long as such proceedings shallhave continued, or a decree or order by any court having jurisdiction
shall have been issued adjudging the Company 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) the Company’s liabilities exceed, or may exceed,
its assets, or the Company suspends, or may suspend, repayment of its
obligations, the holders of the Notes shall not be entitled to exercise
any right to set off any of the Company’s liabilities under the Notes
against any liabilities of the relevant holder owed to the Company.
Settlement . . . . . . . . . . . . . . . . . . . . . . . . The Notes will initially be issued to investors only in book-entry form,and have been accepted for clearance and settlement through DTC (andits participants, including Euroclear and Clearstream, Luxembourg).
Fully-registered global notes, or the Global Notes, without coupons,
representing the total aggregate principal amount of Notes of eachseries will be issued and registered in the name of a nominee for DTC,
securities depositary for the Notes. Beneficial interests in the Global
Notes may be held only through DTC (or any successor clearing systemthat holds the Global Notes) and its participants, including Euroclear
and Clearstream, Luxembourg. Unless and until the Notes in definitive
certificated form, or definitive Notes, are issued, the only holder of theNotes will be the nominee of DTC, or the nominee of a successor
depositary. Except as described in the accompanying prospectus, abeneficial owner of any interest in a Global Note will not be entitled toreceive physical delivery of definitive Notes. Accordingly, eachbeneficial owner of any interest in a Global Note must rely on theprocedures of DTC to exercise any rights under the Notes.
Governing law . . . . . . . . . . . . . . . . . . . . . The Notes will be, and the Indenture related thereto is, governed by,
and construed in accordance with, the laws of the State of New York.

S-GEN-3

Listing and trading . . . . . . . . . . . . . . . . . We have made an application to the Luxembourg Stock Exchange tolist the Notes on the official list of the Luxembourg Stock Exchange
and for the Notes to be admitted to trading on the Luxembourg Stock
Exchange’s Euro MTF Market.
Trustee, paying agent and registrar . . . . . The Bank of New York Mellon.
Delivery of the Notes . . . . . . . . . . . . . . . Delivery of the Notes is expected on or about July 26, 2018.
Conflicts of interest . . . . . . . . . . . . . . . . . As a result of our beneficially owning more than 10% of the common
equity of MUFG Securities Americas Inc. and Morgan Stanley, theparent company of Morgan Stanley & Co. LLC, each an underwriter,a “conflict of interest” exists within the meaning of Rule 5121 of the
Financial Industry Regulatory Authority, or FINRA Rule 5121,
between us and these underwriters. Accordingly, this offering is being
made in compliance with the requirements of FINRA Rule 5121.
Because the Notes to be offered will be rated investment grade,pursuant to FINRA Rule 5121, the appointment of a qualified
independent underwriter is not necessary. See “Underwriting(Conflicts of Interest).”S-GEN-4

USE OF PROCEEDSThe net proceeds from the sale of the Notes are estimated to be approximately $4,574 million after
deduction of the underwriting compensation and the estimated expenses payable by us in connection with theoffer and sale of the Notes and excluding accrued interest from (and including) March 2, 2018 to (but excluding)the issue date which will be paid by purchasers of the 10-year fixed rate notes. We intend to use the net proceedsfrom the sale of the Notes to fund the operations of the Bank and the Securities HD through loans. See “Risk
Factors—Risks Related to the Senior Debt Securities—The senior debt securities will be structurally
subordinated to the liabilities of MUFG’s subsidiaries, including BTMU and MUTB.” in the accompanying
prospectus.

SP-1

CAPITALIZATION AND INDEBTEDNESSThe table below sets forth our capitalization and indebtedness as of March 31, 2018:•

on an actual basis, and•on an as adjusted basis to give effect to the offering of the Notes.
At March 31, 2018(9)ActualAs Adjusted(in millions)

Total short-term borrowings(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥39,024,637¥39,024,637

Long-term debt:
Obligations under capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Obligation under sale-and-lease back transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsubordinated debt(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subordinated debt(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Obligations under loan securitization transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes offered hereby . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt issuance cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18,714
41,892
21,497,003
4,853,024
672,612—(13,689)

18,714
41,892
21,497,003
4,853,024
672,612515,399(15,916)(10)

Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27,069,556

27,582,728

Shareholders’ equity:
Capital stock, with no stated value (common stock authorized: 33,000,000,000 shares;
common stock issued: 13,900,028,020 shares)(4)(5)(6)(7) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings:(8)Appropriated for legal reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unappropriated retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income, net of taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock, at cost: 737,772,882 common shares(5)(6)(7) . . . . . . . . . . . . . . . . . . . . . . . . . .

2,090,270
5,740,165

2,090,270
5,740,165

239,571
4,945,733
2,477,315(522,872)

239,571
4,945,733
2,477,315(522,872)

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

14,970,182

14,970,182

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

675,633

675,633

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

15,645,815

15,645,815

Total capitalization and indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥42,715,371¥43,228,543

Notes:(1) Total short-term borrowings consists of call money and funds purchased, payables under repurchase agreements, payables under
securities lending transactions, due to trust account and other short-term borrowings.
(2) MUFG, the Bank, the Trust Bank and the Securities HD, which are MUFG’s most active subsidiaries with respect to the issuance ofbonds and the borrowing of loans, issued ¥235.5 billion aggregate principal amount of unsubordinated bonds and obtained¥137.7 billion aggregate principal amount of unsubordinated loans between April 1, 2018 and June 30, 2018. During the same period,
MUFG, the Bank and the Trust Bank redeemed ¥138.0 billion aggregate principal amount of unsubordinated bonds. On July 12, 2018,
the Securities HD issued ¥10.0 billion aggregate principal amount of unsubordinated bonds. On July 12 and 13, 2018, the Bank and the
Securities HD redeemed ¥13.7 billion aggregate principal amount of unsubordinated bonds.
(3) MUFG issued ¥150.0 billion aggregate principal amount of subordinated bonds between April 1, 2018 and June 30, 2018. During thesame period, the Bank repaid ¥6.0 billion aggregate principal amount of subordinated loans. On July 3, 2018, the Bank repaid¥10.0 billion aggregate principal amount of subordinated loans.
(4) All of the issued common shares are fully paid.
(5) Between April 1, 2018 and June 30, 2018, MUFG repurchased 5,905 shares of its common stock upon request of holders of less than
one unit of shares, and MUFG delivered 182 shares of its common stock upon request of any holder of less than one unit of shares tomake such holder’s holding one full unit of shares.
(6) During May and June 2018, MUFG repurchased 72,420,700 shares of its common stock for ¥49,999,969,714 under a share repurchaseprogram that was adopted by MUFG’s board of directors on May 15, 2018. MUFG plans to cancel all of the repurchased shares on
July 20, 2018.

SP-2

(7)

In May 2018, 13,049,600 shares of MUFG common stock were purchased on the open market for one of the board incentive plan trusts
established for our performance-based stock compensation plans in Japan. The shares purchased for and held in the trusts are treated astreasury shares.
(8) In June 2018, MUFG paid cash dividends of ¥10 per share of its common stock, totaling ¥131.9 billion, to the shareholders of record asof March 31, 2018.
(9) The following foreign currency exchange rates as of March 31, 2018 are used in the table and the notes to the table: ¥112.19 =U.S.$1.00; ¥85.84 = AU$1.00; ¥119.79 = €1.00.
(10) Includes ¥2,227 million of estimated debt issuance cost relating to the Notes based on the underwriting compensation and the estimatedexpenses payable by MUFG in connection with the offer and sale of the Notes.

Except as described in the notes above and for the effect of net income earned since April 1, 2018, there has
been no material change in our capitalization and indebtedness since March 31, 2018.

SP-3

TAXATION
The following summaries are not intended as a complete analysis of the tax consequences under Japaneseor United States federal income tax laws as a result of the purchase, ownership and sale of the Notes byinvestors. Potential investors should consult with their own tax advisers on the tax consequences of the purchase,ownership, sale, and other relevant circumstances concerning the Notes, including specifically the applicable tax
consequences under Japanese or United States federal income tax laws, the law of the jurisdiction of theircountry of residence (if relevant) and any tax treaty between Japan and their country of residence.
Japanese Taxation
The following is a general description of certain Japanese tax aspects of the Notes and does not purport tobe a comprehensive description of the tax aspects of the Notes. Prospective purchasers should note that,
although the general tax information on Japanese taxation is described hereunder for convenience, thestatements below are general in nature and not exhaustive. Prospective purchasers are advised to consult theirown legal, tax, accountancy or other professional advisors in order to ascertain their particular circumstances
regarding taxation.
The statements below are based on current tax laws and regulations in Japan and current tax treaties
executed by Japan all as in effect on the date hereof and all of which are subject to change or differinginterpretations (possibly with retroactive effect). Neither such statements nor any other statements in thisdocument are to be regarded as advice on the tax position of any beneficial owner of the Notes or any personpurchasing, selling or otherwise dealing in the Notes or any tax implication arising from the purchase, sale orother dealings in respect of the Notes.
The Notes
The Notes do not fall under the concept of so-called “taxable linked notes” as described in Article 6,
Paragraph 4 of the Special Taxation Measures Act, i.e., notes of which the amount of interest is to be calculated
by reference to certain indexes (as prescribed by the Cabinet Order under the Special Taxation Measures Act)
relating to the Company or a specially-related person of the Company.
Capital Gains, Stamp Tax and Other Similar Taxes, Inheritance and Gift Taxes
Gains derived from the sale of Notes outside Japan by an individual non-resident of Japan or a non-Japanese
corporation having no permanent establishment within Japan are, in general, not subject to Japanese income tax
or corporate tax.
No stamp, issue, registration or similar taxes or duties will, under current Japanese law, be payable in Japanby holders of the Notes in connection with the issue of the Notes, nor will such taxes be payable by holders of theNotes in connection with their transfer if such transfer takes place outside Japan.
Japanese inheritance tax or gift tax at progressive rates may be payable by an individual, wherever resident,
who has acquired Notes from another individual as legatee, heir or donee.
Representation by Investor upon Distribution of Notes
BY SUBSCRIBING FOR THE NOTES, AN INVESTOR WILL BE DEEMED TO HAVEREPRESENTED THAT IT IS A PERSON WHO FALLS INTO THE CATEGORY OF (i) OR (ii) BELOW. The
Notes are not, as part of the distribution under the applicable underwriting agreement by the underwriters at any
time, to be directly or indirectly offered or sold to, or for the benefit of, any person other than a beneficial ownerthat 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 the Company (as defined below) or (ii) a Designated Financial Institution (as defined below), except as
specifically permitted under the Special Taxation Measures Act.
SP-4

Payments of Interest and Redemption Gain on Notes
The following description of Japanese taxation (limited to national taxes) applies exclusively to interest on
the Notes and the redemption gain, meaning any difference between the acquisition price of the interest-bearing
Notes of the holder and the amount which the holder receives upon redemption of such interest-bearing Notes(the “Redemption Gain”), where such Notes are issued by the Company outside Japan and payable outside Japan.
In addition, the following description assumes that only global notes are issued for the Notes, and no definitive
bonds and coupons that are independently traded are issued, in which case different tax consequences may apply.
It is not intended to be exhaustive and prospective purchasers are recommended to consult their tax advisers as totheir exact tax position.
1.

Non-resident Investors

If the recipient of interest on the Notes or of the Redemption Gain with respect to interest-bearing Notes is
an individual non-resident of Japan or a non-Japanese corporation for Japanese tax purposes, as described below,
the Japanese tax consequences for such individual non-resident of Japan or non-Japanese corporation are
significantly different depending upon whether such individual non-resident of Japan or non-Japanese
corporation is a specially-related person of the Company (as defined below). Most importantly, if such individual
non-resident of Japan or non-Japanese corporation is a specially-related person of the Company (as defined
below), income tax at the rate of 15.315% of the amount of such interest will be withheld by the Company underJapanese tax law.
1.1. Interest(1) If the recipient of interest on the Notes is an individual non-resident of Japan or a non-Japanese
corporation having no permanent establishment within Japan or having a permanent establishment
within Japan but where the receipt of the interest on the Notes is not attributable to the business of suchindividual non-resident of Japan or non-Japanese corporation carried on within Japan through suchpermanent establishment, no Japanese income tax or corporate tax is payable with respect to suchinterest whether by way of withholding or otherwise, if certain requirements are complied with, inter
alia:
(i)

if the relevant Notes are held through a participant in an international clearing organization suchas DTC or a financial intermediary prescribed by the Special Taxation Measures Act and therelevant cabinet order thereunder (the “Cabinet Order,” together with the Special Taxation
Measures Act and the ministerial ordinance and other regulations thereunder, the “Act”) (each, a“Participant”), the requirement that such recipient provide, at the time of entrusting a Participant
with the custody of the relevant Notes, certain information prescribed by the Act to enable theParticipant to establish that the recipient is exempt from the requirement for Japanese tax to be
withheld or deducted (the “Interest Recipient Information”), and advise the Participant if suchindividual non-resident of Japan or non-Japanese corporation ceases to be so exempted (including
the case where it became a specially-related person of the Company (as defined below)), and that
the Company prepare and file a certain confirmation prescribed by the Act (an “Interest Recipient
Confirmation”) with the competent local tax office in a timely manner based upon the Interest
Recipient Information communicated through the Participant and the relevant international
clearing organization; and(ii) if the relevant Notes are not held by a Participant, the requirement that such recipient submit to therelevant paying agent a written application for tax exemption (Hikazei Tekiyo Shinkokusho) (the“Written Application for Tax Exemption”), together with certain documentary evidence, and that
the Company 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 Act) will result in thewithholding by the Company of income tax at the rate of 15.315% of the amount of such interest.
SP-5

(2) If the recipient of interest on the Notes is an individual non-resident of Japan or a non-Japanese
corporation having a permanent establishment within Japan and the receipt of interest is carried onwithin Japan through such permanent establishment, such interest will not be subject to a 15.315%
withholding tax by the Company, if the requirements concerning the Interest Recipient Information andthe Interest Recipient Confirmation or the Written Application for Tax Exemption as set out inparagraph 1.1(1) above are complied with. Failure to do so will result in the withholding by theCompany of income tax at the rate of 15.315% of the amount of such interest. The amount of suchinterest will be subject to regular income tax or corporate tax, as appropriate.
(3) Notwithstanding paragraphs 1.1(1) and (2) above, if an individual non-resident of Japan or a
non-Japanese corporation mentioned above is a person who has a special relationship with theCompany (that is, in general terms, a person who directly or indirectly controls or is directly or
indirectly controlled by, or is under direct or indirect common control with, the Company) within themeaning prescribed by the Cabinet Order under Article 6, Paragraph 4 of the Special Taxation
Measures Act (such person is referred to as a “specially-related person of the Company”) as of the
beginning of the fiscal year of the Company in which the relevant interest payment date falls, theexemption from Japanese withholding tax on interest mentioned above will not apply, and income tax
at the rate of 15.315% of the amount of such interest will be withheld by the Company. If suchindividual non-resident of Japan or non-Japanese corporation has a permanent establishment within
Japan, regular income tax or corporate tax, as appropriate, collected otherwise by way of withholding,
could apply to such interest under Japanese tax law.
(4) If an individual non-resident of Japan or a non-Japanese corporation (regardless of whether it is a
specially-related person of the Company) is subject to Japanese withholding tax with respect to intereston the Notes under Japanese tax law, a reduced rate of withholding tax or exemption from suchwithholding tax may be available under the relevant income tax treaty between Japan and the countryof tax residence of such individual non-resident of Japan or non-Japanese corporation. As of the date ofthis document, Japan has income tax treaties, conventions or agreements whereby the above-mentioned
withholding tax rate is reduced, generally to 10% with, inter alia, Australia, Austria, Belgium, Canada,
Denmark, Finland, France, Hong Kong, Ireland, Italy, Luxembourg, the Netherlands, New Zealand,
Norway, Portugal, Singapore, Spain, Switzerland and the United States of America. Under the tax
treaties between Japan and the United Kingdom, Germany or Sweden, interest paid to qualified United
Kingdom, German or Swedish residents is generally exempt from Japanese withholding tax. Japan has
also signed amendments to the existing tax treaties with the United States of America, Austria andDenmark generally exempting interest from Japanese withholding tax; however, these amendments
have not yet entered into force. Under the current income tax treaty between Japan and the UnitedStates of America, certain limited categories of qualified United States residents receiving interest on
the Notes may, subject to compliance with certain procedural requirements under Japanese law, befully exempt from Japanese withholding tax for interest on the Notes. Under the income tax treaties
with France, Australia, the Netherlands and Switzerland, similar exemptions to those provided in thecurrent income tax treaty between Japan and the United States of America will be available (provided
that no exemption will apply to pension funds in the case of Australia). In order to enjoy such reduced
rate of, or exemption from, Japanese withholding tax under any applicable income tax treaty, individual
non-residents of Japan or non-Japanese corporations which are entitled, under any applicable income
tax treaty, to a reduced rate of, or exemption from, Japanese withholding tax on payment of interest by
the Company are required to submit an Application Form for Income Tax Convention regarding Relief
from Japanese Income Tax and Special Income Tax for Reconstruction on Interest (as well as any otherrequired forms and documents) in advance through the Company to the relevant tax authority before
payment of interest.
(5) Under the Act, (a) if an individual non-resident of Japan or a non-Japanese corporation that is abeneficial owner of the Notes becomes a specially-related person of the Company, or an individual
non-resident of Japan or a non-Japanese corporation that is a specially-related person of the Company
becomes a beneficial owner of the Notes, and (b) if such Notes are held through a Participant, thenSP-6

such individual non-resident of Japan or non- Japanese corporation should notify the Participant ofsuch change in status by the immediately following interest payment date of the Notes. As described inparagraph 1.1(3) above, as the status of such individual non-resident of Japan or non-Japanese
corporation as a specially-related person of the Company for Japanese withholding tax purposes isdetermined based on the status as of the beginning of the fiscal year of the Company in which therelevant interest payment date falls, such individual non-resident of Japan or non-Japanese corporation
should, by such notification, identify and advise the Participant of the specific interest payment date on
which Japanese withholding tax starts to apply with respect to such individual non-resident of Japan or
non-Japanese corporation as being a specially-related person of the Company.
1.2. Redemption Gain
(1) If the recipient of the Redemption Gain is an individual non-resident of Japan or a non-Japanese
corporation having no permanent establishment within Japan or having a permanent establishment
within Japan but where the receipt of such Redemption Gain is not attributable to the business of suchindividual non-resident of Japan or non-Japanese corporation carried on within Japan through suchpermanent establishment, no income tax or corporate tax is payable by way of withholding orotherwise with respect to such Redemption Gain.
(2) If the recipient of the Redemption Gain is an individual non-resident of Japan or a non-Japanese
corporation having a permanent establishment within Japan and the receipt of such Redemption Gain is
attributable to the business of such individual non-resident of Japan or non-Japanese corporation
carried on within Japan through such permanent establishment, such Redemption Gain will not be
subject to any withholding tax but will be subject to regular income tax or corporate tax, as appropriate.
(3) Notwithstanding paragraphs 1.2(1) and (2) above, if an individual non-resident of Japan or a
non-Japanese corporation mentioned above is a specially-related person of the Company as of the
beginning of the fiscal year of the Company in which such individual non-resident of Japan or
non-Japanese corporation acquired such Notes, the Redemption Gain will not be subject to withholding
tax but will be subject to regular income tax or corporate tax, as appropriate, under Japanese tax law,regardless of whether such individual non-resident of Japan or non-Japanese corporation has apermanent establishment within Japan, provided that exemption may be available under the relevant
income tax treaty.
2.

Resident Investors

If the recipient of interest on the Notes is an individual resident of Japan or a Japanese corporation forJapanese tax purposes, as described below, regardless of whether such recipient is a specially-related person of
the Company, in addition to any applicable local tax, income tax will be withheld at the rate of 15.315% of theamount of such interest, if such interest is paid to an individual resident of Japan or a Japanese corporation(except for (i) a Designated Financial Institution (as defined below) which complies with the requirement for tax
exemption under Article 6, Paragraph 9 of the Special Taxation Measures Act or (ii) a Public Corporation (asdefined below) or a Specified Financial Institution (as defined below) to which such interest is paid through theJapanese Custodian (as defined below) in compliance with the requirement for tax exemption under Article 3-3,
Paragraph 6 of the Special Taxation Measures Act.) In addition to the withholding tax consequences uponresident investors as explained in this section 2, resident investors should consult their own tax advisors
regarding their regular income tax or corporate tax consequences other than by way of withholding, bearing in
mind, especially for individual residents of Japan, the change to the taxation regime of Notes that took effect onJanuary 1, 2016.
2.1. Interest(1) If an individual resident of Japan or a Japanese corporation (other than a Specified Financial Institution(as defined below) or a Public Corporation (as defined below), who complies with the requirement as
referred to in paragraph 2.1(2) below) receives payments of interest on the Notes through certain
SP-7

Japanese payment handling agents as defined in Article 2-2, Paragraph 2 of the Cabinet Order (each a“Japanese Payment Handling Agent”), income tax at the rate of 15.315% of the amount of such interest
will be withheld by the Japanese Payment Handling Agent rather than by the Company. As theCompany is not in a position to know in advance the recipient’s status, the recipient of interest fallingwithin this category should inform the Company through a paying agent of its status in a timely
manner. Failure to so inform may result in double withholding.
(2) If the recipient of interest on the Notes is a Japanese public corporation or a Japanese public-interest
corporation designated by the relevant law (kokyohojin tou) (a “Public Corporation”) or a Japanesebank, a Japanese insurance company, a Japanese financial instruments business operator or otherJapanese financial institution falling under certain categories prescribed by the relevant Cabinet Orderunder Article 3-3, Paragraph 6 of the Special Taxation Measures Act (each, a “Specified Financial
Institution”) that keeps its Notes deposited with, and receives the interest through, a Japanese Payment
Handling Agent with custody of the Notes (the “Japanese Custodian”) and such recipient submits
through such Japanese Custodian to the competent tax authority the report prescribed by the Act, no
withholding tax is levied on such interest. However, since the Company is not in a position to know inadvance the recipient’s tax exemption status, the recipient of interest falling within this category should
inform the Company through a paying agent of its status in a timely manner. Failure to so notify theCompany may result in the withholding by the Company of a 15.315% income tax.
(3) If an individual resident of Japan or a Japanese corporation (except for a Designated Financial
Institution (as defined below) which complies with the requirements described in paragraph 2.1(4)below) receives interest on the Notes not through a Japanese Payment Handling Agent, income tax at
the rate of 15.315% of the amount of such interest will be withheld by the Company.
(4) If a Japanese bank, Japanese insurance company, Japanese financial instruments business operator orother Japanese financial institution falling under certain categories prescribed by the Cabinet Orderunder Article 6, Paragraph 9 of the Special Taxation Measures Act (each, a “Designated Financial
Institution”) receives interest on the Notes not through a Japanese Payment Handling Agent and therequirements concerning the Interest Recipient Information and the Interest Recipient Confirmation or
the Written Application for Tax Exemption as referred to in paragraph 1.1(1) above are complied with,no withholding tax will be imposed.
2.2. Redemption Gain
If the recipient of the Redemption Gain is an individual resident of Japan or a Japanese corporation, such
Redemption Gain will not be subject to any withholding tax.
3.

Special Additional Tax for Reconstruction From the Great East Japan Earthquake

Due to the imposition of a special additional withholding tax of 0.315% (or 2.1% of 15%) to secure funds
for reconstruction from the Great East Japan Earthquake, the withholding tax rate has been effectively increased
to 15.315% during the period beginning on January 1, 2013 and ending on December 31, 2037. On or afterJanuary 1, 2038, all references to the tax rate of 15.315% in the foregoing descriptions will read 15%. There will
also be certain special additional tax imposed upon regular income tax due other than by way of withholding forindividual non-residents of Japan, as referred to in the foregoing descriptions, for the period described above.
U.S. Taxation
The following sets forth the material U.S. federal income tax consequences of the acquisition, ownershipand disposition of the Notes. Except as provided in “Potential FATCA Withholding After 2018” below, this
discussion applies only to U.S. holders, as defined below. This summary is based upon U.S. federal income tax
laws, including the U.S. Internal Revenue Code of 1986, as amended, or the Code, its legislative history, existing
SP-8and proposed Treasury Regulations under the Code, published rulings and court decisions, and the Convention
between the United States of America and Japan for the Avoidance of Double Taxation and the Prevention of
Fiscal Evasion with respect to Taxes on Income, or the Tax Convention. All of the preceding authorities are
subject to change, possibly with retroactive effect, which may result in U.S. federal income tax consequences
different from those discussed below. We have not requested, and will not request, a ruling from the Internal
Revenue Service, or the IRS, with respect to any of the U.S. federal income tax consequences described below.
As a result, there can be no assurance that the IRS or a court considering these issues will not disagree with orchallenge any of the conclusions we have reached and describe below.
The following summary is not a complete analysis or description of all potential U.S. federal income tax
consequences to a particular U.S. holder. It does not address all U.S. federal income tax considerations that might
be relevant to all categories of potential purchasers, certain of which (such as banks or other financial
institutions, regulated investment companies, real estate investment trusts, insurance companies, dealers ortraders in securities, tax-exempt entities, non-U.S. persons, persons holding the Notes as part of a “straddle,”“hedge,” conversion or other integrated transaction, holders whose “functional currency” is not the U.S. dollar,
partnerships or other pass-through entities for U.S. federal income tax purposes or persons holding the Notes
through a partnership or other pass-through entity, U.S. expatriates, and holders liable for alternative minimumtax) are subject to special tax treatment. This summary does not address estate and gift tax consequences or any
non-U.S., state or local tax consequences of owning the Notes. In addition, this summary applies only toinvestors that acquire any series of the Notes pursuant to this offering at their initial offering price. This summary
assumes that investors will hold the Notes as capital assets within the meaning of Section 1221 of the Code.
On December 22, 2017, Public Law Number 115-97, known as the Tax Cuts and Jobs Act (the “TCJA”),
was enacted. The TCJA significantly amends the Code and includes, among other things, a provision that will
require certain accrual basis taxpayers to report income with respect to the Notes no later than when such income
is reported on an “applicable financial statement.” The discussion below does not address this requirement, andinvestors that may be affected are urged to consult their own tax advisors concerning the particular U.S. federal
income tax consequences to them of an investment in the Notes.
As used herein, a “U.S. holder” means a beneficial owner of a Note that is, for U.S. federal income tax
purposes, any of the following:•

an individual who is a citizen or a resident alien of the United States as determined for U.S. federal
income tax purposes;•a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created ororganized in or under the laws of the United States, any state thereof or the District of Columbia;•

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or•a trust (A) the administration of which is subject to the primary supervision of a court within the UnitedStates and with respect to which one or more U.S. persons have the authority to control all substantial
decisions of the trust or (B) that has a valid election in effect under applicable U.S. Treasury
Regulations to be treated as a U.S. person.

If a partnership (or other pass-through entity for U.S. federal income tax purposes) holds the Notes, the tax
treatment of a partner in or owner of the partnership or pass-through entity will generally depend upon the statusof the partner or owner and the activities of the entity. A partner in or owner of a partnership or other passthrough entity that is considering holding the Notes should consult its own tax advisor regarding the tax
consequences of acquiring, owning and disposing of the Notes.
The following discussion is for general information only and is not intended to be, nor should it beconstrued to be, legal or tax advice to any holder or prospective holder of the Notes, and no opinion or
representation with respect to the U.S. federal income tax consequences to any such holder or prospective holder
is given.
SP-9

U.S. holders should consult their own tax advisors concerning the application of the following rules to their
particular situations, as well as the estate and gift tax consequences and the tax consequences to them under thelaws of any other taxing jurisdiction.
Qualified Reopening. Pursuant to applicable Treasury Regulations, we intend to treat the 10-year fixed rate
notes offered hereunder as issued, for U.S. federal income tax purposes, in a “qualified reopening” of the existing
10-year fixed rate notes, each of which was issued on March 2, 2018. Debt instruments issued in a “qualified
reopening” are deemed to be part of the same issuance as the corresponding original debt instruments.
Accordingly, if the issuance is treated as a “qualified reopening”, the 10-year fixed rate notes offered hereunder
will be considered to have the same issue date and the same issue price as the corresponding existing notes
referenced above and will be fungible with such notes for all U.S. federal income tax purposes. The remainder ofthis discussion assumes that the 10-year fixed rate notes offered hereunder will be treated as part of the same
issue as the corresponding existing notes referenced above.
Certain Additional Amounts. As described under “Description of the Senior Debt Securities—Payment of
Additional Amounts” in the accompanying prospectus, we may be obligated to pay amounts in excess of thestated interest or principal on the Notes in certain circumstances. These potential payments may implicate theprovisions of Treasury Regulations relating to “contingent payment debt instruments.” According to theapplicable Treasury Regulations, certain contingencies will not cause a debt instrument to be treated as acontingent payment debt instrument if such contingencies, as of the date of issuance, are remote or incidental.
We intend to take the position that the payment of additional amounts is remote, and do not intend to treat theNotes as contingent payment debt instruments. Our position that such contingency is remote is binding on aholder of the Notes unless such holder discloses its contrary position in the manner required by applicable
Treasury Regulations. Our position is not, however, binding on the IRS, and if the IRS were successfully tochallenge this position, a holder might be required to accrue interest income at a rate higher than the statedinterest rate on the Notes, and to treat as ordinary interest income any gain realized on the taxable disposition of
the Notes. The remainder of this discussion assumes that the Notes will not be treated as contingent payment debt
instruments. Holders should consult their own tax advisors regarding the possible application of the contingent
payment debt instrument rules to the Notes.
Payments of Stated Interest. Qualified stated interest, or QSI, paid on the Notes will generally be taxable toa U.S. holder as ordinary income at the time it is received or accrued, in accordance with such U.S. holder’sregular method of accounting for U.S. federal income tax purposes. In general, interest on a fixed rate note
(excluding any amounts attributable to pre-issuance accrued interest as described below) is treated as QSI if it ispayable at a single fixed rate and is unconditionally payable in cash or in property (other than our own debt
instruments) at least annually. In general, interest on a floating rate note is treated as QSI if (1) the issue price ofthe floating rate note does not exceed the original stated principal amount by more than a specified de minimis
amount, (2) the floating rate note does not provide for any principal payments that are contingent, (3) the interest
compounds or is payable at least annually at current values of (a) one or more qualified floating rates, (b) a single
fixed rate and one or more qualified floating rates, (c) a single objective rate, or (d) a single fixed rate and asingle objective rate that is a “qualified inverse floating rate”, and (4) the interest is unconditionally payable incash or in property (other than our own debt instruments) at least annually. We expect interest on each of theNotes to be unconditionally payable in cash at least annually and either payable at a single fixed rate, in the caseof the 3-year fixed rate notes, the 5-year fixed rate notes, the 10-year fixed rate notes, and the 20-year fixed rate
notes, or payable at a qualified floating rate, in the case of the 3-year floating rate notes and the 5-year floating
rate notes, and that the 3-year floating rate notes and the 5-year floating rate notes will each meet the otherrequirements set out above. Therefore, we expect interest on each series of the Notes to be treated as QSI(excluding any amounts attributable to pre-issuance accrued interest described below).
In addition to QSI on the Notes, a U.S. holder will be required to include in income any additional amounts
and any tax withheld from QSI payments notwithstanding that such withheld tax is not in fact received by such
U.S. holder. With respect to any tax withheld under Japanese law, a U.S. holder may be entitled to deduct or
SP-10

credit tax withheld at the rate under the Tax Convention, or such other rate as may be applicable, subject toapplicable limitations in the Code, including that the choice to deduct foreign taxes must apply to all of the
U.S. holder’s foreign taxes for a particular year. For foreign tax credit limitation purposes, QSI, including
Japanese taxes withheld therefrom, if any, and additional amounts paid on the Notes, will be income fromsources outside the United States and will, with certain limitations, be treated as “passive category income” or, inthe case of certain U.S. holders, “general category income.” U.S. holders will generally be denied a foreign tax
credit for foreign taxes imposed with respect to the Notes where such holder does not meet a minimum holding
period requirement during which such holder is not protected from risk of loss. The rules governing the foreign
tax credit are complex. U.S. holders are urged to consult their tax advisors regarding the availability of theforeign tax credit under their particular circumstances.
Pre-Issuance Accrued Interest. A portion of the amount paid for the 10-year fixed rate notes offeredpursuant to this offering will be allocable to interest that accrued prior to the date the notes are purchased(“pre-issuance accrued interest”). We intend to take the position that, on the first interest payment date for such
notes, a portion of the total interest received, in an amount equal to the pre-issuance accrued interest from (andincluding) March 2, 2018 to the date of delivery hereunder, will be treated as a return of such pre-issuanceaccrued interest and not as a payment of interest on such notes. In that case, amounts treated as a return of
pre-issuance accrued interest would not be taxable when received by a U.S. holder (as defined herein). U.S.
holders are urged to consult their tax advisors concerning the proper tax treatment of pre-issuance accrued
interest.
Amortizable Bond Premium. If a U.S. holder acquires Notes for an amount that is greater than the statedprincipal amount of the Notes (excluding any amounts attributable to pre-issuance accrued interest as describedabove), such holder will be considered to have amortizable bond premium equal to such excess. A U.S. holder
may generally elect to amortize bond premium over the remaining term of the Notes using a constant yield
method and to apply this amortized bond premium to offset income from interest payments at the time suchinterest is includible in income under the holder’s regular method of U.S. federal income tax accounting. A
holder who elects to amortize bond premium will be required to reduce its adjusted tax basis in the Notes by theamount of the premium used to offset interest income. This election to amortize bond premium will apply to alldebt instruments (other than debt instruments the interest on which is excludable from gross income) held at the
beginning of the first taxable year to which the election applies or which are acquired thereafter, and isirrevocable without the consent of the IRS. If a U.S. holder does not elect to amortize bond premium, the amountof the premium will represent a portion of such holder’s basis in the Notes and will therefore decrease the gain or
increase the loss that would otherwise be recognized on the disposition of such Notes. U.S. Holders acquiring
Notes for an amount greater than the stated principal amount of the Notes (excluding any amounts attributable topre-issuance accrued interest as described above) are urged to consult their tax advisors concerning the tax
treatment of bond premium and the advisability of any election to amortize such amounts.
Sale, Exchange, Retirement or Other Taxable Disposition. A U.S. holder’s tax basis in a Note will, in
general, be such holder’s cost for that Note (excluding any amounts attributable to pre-issuance accrued interest
as described above). A U.S. holder will generally recognize capital gain or loss on the sale, exchange, retirement
or other taxable disposition of the Notes in an amount equal to the difference between the amount realized fromsuch sale, exchange, retirement or other taxable disposition, other than amounts attributable to accrued but
unpaid interest, which (except in the case of pre-issuance accrued interest as described above) will be taxed asordinary income to the extent not previously included in income, and the U.S. holder’s tax basis in such Notes.
Such gain or loss will be long-term capital gain or loss if the holding period for the Notes exceeds one year at thetime of disposition. Long-term capital gain of non-corporate U.S. holders (including individuals) is eligible for
reduced rates of taxation. The ability to deduct capital losses is subject to limitations. For purposes ofdetermining a U.S. holder’s allowable foreign tax credit, gain or loss realized by a U.S. holder will generally be
U.S. source income or loss. Special rules apply in determining the source of other types of loss such as loss
attributable to accrued but unpaid interest, and U.S. holders should consult their tax advisors regarding thetreatment of such items in their particular situations.
SP-11

Additional Tax on Passive Income. Certain U.S. holders that are individuals, trusts, or estates will be
required to pay a 3.8% tax on, among other things, interest and capital gain from the sale, exchange, retirement orother taxable disposition of the Notes. U.S. holders should consult their own tax advisors regarding theapplication of this tax to their ownership of the Notes.
Information with Respect to Specified Foreign Financial Assets. Certain U.S. holders are required to report
information relating to an interest in the Notes, subject to certain exceptions (including an exception for theNotes held in accounts maintained by certain financial institutions), by attaching a completed IRS Form 8938,
Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold an interestin the Notes. U.S. holders should consult their own tax advisors regarding information reporting requirements
relating to their ownership of the Notes.
Information Reporting and Backup Withholding. Proceeds from the sale, exchange, retirement or othertaxable disposition of the Notes, or payments of interest on the Notes, generally will be subject to information
reporting requirements. Those proceeds or interest payments may also be subject to backup withholding unless
the U.S. holder:•is an exempt recipient, and, when required, demonstrates this fact, or•

provides a correct taxpayer identification number on a properly completed IRS Form W-9 certifyingthat the U.S. holder is not subject to backup withholding, and otherwise complies with applicablerequirements of the backup withholding rules.

Backup withholding is not an additional tax. Any amounts withheld under these rules will be creditableagainst the U.S. holder’s U.S. federal income tax liability or refundable to the extent that they exceed suchliability if the U.S. holder timely provides the required information to the IRS. If a U.S. holder is required to anddoes not provide a correct taxpayer identification number, the U.S. holder may be subject to penalties imposed by
the IRS. All U.S. holders should consult their tax advisors as to their qualification for the exemption from backup
withholding and the procedure for obtaining such an exemption, if available.
Potential FATCA Withholding After 2018. To prevent U.S. tax evasion by U.S. taxpayers, Sections 1471
through 1474 of the Code, such sections commonly referred to as FATCA, encourage foreign financial
institutions to report information about their U.S. account holders (including holders of certain equity or debt
interests) to the IRS. Foreign financial institutions that fail to comply with the withholding and reporting
requirements of FATCA and certain account holders that do not provide sufficient information under therequirements of FATCA will be subject to a 30% withholding tax on certain payments they receive, including“foreign passthru payments.” Because we are treated as a foreign financial institution for purposes of FATCA,
such withholding may be imposed on payments on the Notes (to the extent such payments are considered foreign
passthru payments) to any foreign financial institution (including an intermediary through which a holder may
hold the Notes) that fails to comply with FATCA or any other investor that does not provide information
sufficient to establish that the investor is not subject to withholding under FATCA, unless such foreign financial
institution or investor is otherwise exempt from FATCA.
The term “foreign passthru payment” is not currently defined in U.S. Treasury Regulations. Withholding on
foreign passthru payments will not be required with respect to payments made before January 1, 2019, and is notapplicable to debt obligations that are issued before (and not materially modified after) the date that is six months
after the date on which final U.S. Treasury Regulations defining the term “foreign passthru payments” arepublished. Therefore, in the absence of such a material modification of the Notes, the Notes will not be subject toany withholding under FATCA. In addition, the United States has entered into intergovernmental agreements, or
IGAs, with certain non-United States jurisdictions (including Japan) that will modify the FATCA withholding
regime described above. It is not yet clear how the IGAs will address foreign passthru payments and whether
such IGAs may relieve foreign financial institutions of any obligation to withhold on foreign passthru payments.

SP-12

As discussed above, because the term “foreign passthru payment” is not defined in U.S. Treasury
Regulations, the future application of FATCA withholding tax on foreign passthru payments to holders of theNotes is uncertain. If a holder of the Notes is subject to withholding, there will be no additional amounts payable
by way of compensation to the holder of the Notes for the deducted and withheld amount.
Holders of the Notes should consult their own tax advisors regarding FATCA in light of their particularsituation.
We urge U.S. holders to consult their own tax advisors concerning the U.S. federal, state and local andother tax consequences to them of the purchase, ownership and disposition of the Notes.

SP-13

UNDERWRITING (CONFLICTS OF INTEREST)
We intend to offer the Notes through the underwriters listed below. Morgan Stanley & Co. LLC and
MUFG Securities Americas Inc. are acting as representatives of the underwriters. Subject to the terms andconditions contained in an underwriting agreement dated July 17, 2018 among us and the underwriters, we haveagreed to sell to the underwriters, and the underwriters have severally agreed to purchase from us, the principal
amount of each series of Notes listed opposite their names below:

Underwriter:

3-yearFloating RateNotes

3-yearFixed RateNotes

5-yearFloating RateNotes

5-yearFixed RateNotes

10-yearFixed RateNotes

20-yearFixed Rate
Notes

Morgan Stanley & Co. LLC . . . . . . . . . . $450,000,000 $450,000,000 $480,000,000 $ 600,000,000 $480,000,000 $300,000,000
MUFG Securities Americas Inc. . . . . . . . 187,500,000 187,500,000 200,000,000
250,000,000 200,000,000 125,000,000
Citigroup Global Markets Inc. . . . . . . . . 15,000,000 15,000,000 44,000,000
55,000,000 16,000,000 27,500,000
J.P. Morgan Securities LLC . . . . . . . . . . 41,250,000 41,250,000 16,000,000
20,000,000 44,000,000 10,000,000
Barclays Capital Inc. . . . . . . . . . . . . . . . . 15,000,000 15,000,000 16,000,000
20,000,000 16,000,000 10,000,000
HSBC Securities (USA) Inc. . . . . . . . . . . 15,000,000 15,000,000 16,000,000
20,000,000 16,000,000 10,000,000
BNP Paribas . . . . . . . . . . . . . . . . . . . . . .
3,750,000
3,750,000
4,000,000
5,000,000
4,000,000
2,500,000
Crédit Agricole Securities (USA) Inc. . .
3,750,000
3,750,000
4,000,000
5,000,000
4,000,000
2,500,000
Credit Suisse Securities (USA) LLC . . . .
3,750,000
3,750,000
4,000,000
5,000,000
4,000,000
2,500,000
Nomura Securities International, Inc. . . .
3,750,000
3,750,000
4,000,000
5,000,000
4,000,000
2,500,000
RBC Capital Markets, LLC . . . . . . . . . . .
3,750,000
3,750,000
4,000,000
5,000,000
4,000,000
2,500,000
Société Générale . . . . . . . . . . . . . . . . . . .
3,750,000
3,750,000
4,000,000
5,000,000
4,000,000
2,500,000
Wells Fargo Securities, LLC . . . . . . . . . .
3,750,000
3,750,000
4,000,000
5,000,000
4,000,000
2,500,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . $750,000,000 $750,000,000 $800,000,000 $1,000,000,000 $800,000,000 $500,000,000

The obligations of the underwriters under the underwriting agreement, including their agreement topurchase the Notes from us, are several and not joint and are subject to, among other things, the approval ofcertain legal matters by counsel, including the validity of the Notes, and certain other conditions contained in theunderwriting agreement such as the receipt of officer’s certificate and other conditions. If an underwriterdefaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriter
may be increased or the underwriting agreement may be terminated.
The underwriting agreement states that no sale of Notes may be less than $2,000 in principal amount andthat no Note will be issued in a smaller principal amount. The underwriters may offer and sell the Notes throughcertain of their affiliates.
The underwriters are offering the Notes, subject to prior sale, when, as and if issued to and accepted bythem. The underwriters reserve the right to withdraw, cancel or modify offers to investors and to reject orders inwhole or in part.
In the underwriting agreement, we have agreed to indemnify the underwriters against certain liabilities, or tocontribute to payments the underwriters may be required to make in respect of those liabilities.
Commissions and Discounts
The representatives of the underwriters have advised us that the underwriters propose initially to offer eachseries of the Notes to the public at their respective public offering prices set forth on the cover page of thisprospectus supplement. After the initial offering, the public offering price, concession or any other term of theoffering may be changed.

SP-14

The following are the estimated expenses to be incurred in connection with the offer and sale of the Notes
and payable by us:
Securities and Exchange Commission registration fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Printing expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trustee, registrar, paying agent and calculation agent fees and expenses . . . . . . . . . . . . . . . . . . .
Securities exchange listing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 571,952
27,500717,000
436,000
46,00027,000100

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

$1,825,552

We have agreed to pay for certain legal expenses of the underwriters in connection with this offering.
Restriction on Sale of Securities
During a period beginning the date hereof and ending the closing date of this offering, we will not, without
the prior written consent of the representatives of the underwriters, directly or indirectly, issue, sell, offer orcontract to sell, grant any option for the sale of, or otherwise transfer or dispose of, any other U.S. dollardenominated senior debt securities of ours with a maturity greater than one year or any securities that areconvertible into, or exchangeable for, the Notes or such other U.S. dollar-denominated senior debt securities.
Settlement
We expect that delivery of the Notes will be made to investors against payment therefor on or about July 26,
2018, which will be the seventh business day following the date of pricing of the Notes (such settlement beingreferred to as “T+7”). Under Rule 15c6-1 under the U.S. Exchange Act, trades in the secondary market are
required to settle in two business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade Notes prior to the delivery of the Notes hereunder will be required, by
virtue of the fact that the Notes initially settle in T+7, to specify an alternate settlement arrangement at the timeof any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to theirdate of delivery hereunder should consult their advisors.
Distribution RestrictionsJapan
The Notes have not been and will not be registered under the Financial Instruments and Exchange Act andwill be subject to the Special Taxation Measures Act. Accordingly, each of the underwriters severally and notjointly, has represented and agreed that (i) it has not, directly or indirectly, offered or sold and will not, directly
or indirectly, offer or sell any 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 that is a resident of 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; and (ii) it has not, directly or indirectly, offered or sold andwill not, as part of its distribution pursuant to the underwriting agreement dated the date of this prospectus
supplement at any time, directly or indirectly offer or sell any Notes to, or for the benefit of, any person otherthan a beneficial owner that is, (a) for Japanese tax purposes, neither (x) an individual resident of Japan or aJapanese corporation, nor (y) an individual non-resident of Japan or a non-Japanese corporation that in eithercase is a specially-related person of the Company or (b) a Japanese financial institution, designated in Article 6,
Paragraph 9 of the Special Taxation Measures Act. Notwithstanding the restriction set forth in (ii) above,
pursuant to the Special Taxation Measures Act, MUFG Securities Americas Inc., a specially-related person of the
SP-15

Company and acting in its capacity as an underwriter, will be permitted to acquire or purchase, as part of the
distribution pursuant to the underwriting agreement dated the date of this prospectus supplement, the remainderof the Notes from any of the other underwriters, where such other underwriter has failed to sell to subsequentpurchasers all of the Notes that it acquired or purchased from MUFG in its capacity as an underwriter.
By subscribing for the Notes, an investor will be deemed to have represented it is a person who falls into thecategory of (a) or (b) above.
CanadaThe Notes may only be offered or sold in the provinces of Ontario and Québec or to or for the benefit of aresident of these provinces pursuant to an exemption from the requirement to file a prospectus in such province
in which such offer or sale is made, and only by a dealer duly registered under the applicable securities laws ofthat province or by a dealer that is relying in that province on the “international dealer” exemption provided bysection 8.18 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations (NI 31-103). Furthermore, the Notes may only be offered or sold to or for the benefit of a resident of
any such province provided that such resident is both an “accredited investor” as defined in National Instrument45-106 Prospectus Exemptions (NI 45-106) and a “permitted client” as defined in NI 31-103.
Each underwriter has represented and agreed that (1) it has not offered or sold and will not offer or sell theNotes other than (i) to residents in the provinces of Ontario and Québec that are both “accredited investors” asdefined in NI 45-106 and “permitted clients” as defined in NI 31-103, and (ii) through a dealer that is either
registered as an investment dealer or exempt market dealer in the relevant Canadian jurisdiction or that is relying
on the “international dealer” exemption under section 8.18 of NI 31-103 in the relevant Canadian jurisdictions,and (2) it has complied and will comply with all applicable provisions of Canadian securities laws with respect toany solicitation, offer or distribution of the Notes to any investor in Canada.
The distribution of the Notes in Canada is being made on a private placement basis only and any resale of
the Notes must be made in accordance with applicable Canadian securities laws, which will vary depending on
the relevant jurisdiction, and which may require resales to be made in accordance with prospectus andregistration requirements or exemptions from the prospectus and registration requirements.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies forrescission or damages if this prospectus supplement (including any amendment hereto) 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.
Under Canadian securities law, National Instrument 33-105 Underwriting Conflicts (NI 33-105) provides
disclosure requirements with respect to potential conflicts of interest between an issuer and underwriters, dealersor placement agents, as the case may be. To the extent any conflict of interest between us and any of theunderwriters (or any other placement agent acting in connection with this offering) may exist in respect of thisoffering, the applicable parties to this offering are relying on the exemption from these disclosure requirements
provided to them by section 3A.3 of NI 33-105 (Exemption based on U.S. disclosure).
We and the underwriters hereby notify prospective Canadian purchasers that: (a) we may be required toprovide personal information pertaining to the purchaser as required to be disclosed in Schedule I ofForm 45-106F1 under NI 45-106 (including its name, address, telephone number and the aggregate purchaseprice of any Notes purchased) (“personal information”), which Form 45-106F1 may be required to be filed by us
under NI 45-106, (b) such personal information may be delivered to the Ontario Securities Commission (the“OSC”) in accordance with NI 45-106, (c) such personal information is collected indirectly by the OSC under theauthority granted to it under the securities legislation of Ontario, (d) such personal information is collected for
SP-16

the purposes of the administration and enforcement of the securities legislation of Ontario, and (e) the public
official in Ontario who can answer questions about the OSC’s indirect collection of such personal information is
the Administrative Support Clerk at the OSC, Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario
M5H 3S8, Telephone: (416) 593-3684. Prospective Canadian purchasers that purchase Notes in this offering will
be deemed to have authorized the indirect collection of the personal information by the OSC, and to haveacknowledged and consented to its name, address, telephone number and other specified information, including
the aggregate purchase price paid by the purchaser, being disclosed to other Canadian securities regulatory
authorities, and to have acknowledged that such information may become available to the public in accordancewith requirements of applicable Canadian laws.
Upon receipt of this prospectus supplement, each Canadian purchaser hereby confirms that it has expressly
requested that all documents evidencing or relating in any way to the sale of the securities described herein(including for greater certainty any purchase confirmation or any notice) be drawn up in the English language
only. Par la réception de ce document, chaque acheteur canadien confirme par les présentes qu’il aexpressément exigéque tous les documents faisant foi ou se rapportant de quelque manière que ce soit a` la ventedes valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou
tout avis) soient rédigés en anglais seulement.
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:(1) 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 Article 4(1) of MiFID II; or(b) a customer within the meaning of the Insurance Mediation Directive, where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or(c) not a qualified investor as defined in the Prospectus Directive; and(2) the expression “offer” includes the communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered so as to enable an investor to decide topurchase or subscribe the Notes.
United Kingdom
Each underwriter has represented and agreed that:•it has only communicated or caused to be communicated and will only communicate or cause to becommunicated an invitation or inducement to engage in investment activity (within the meaning ofSection 21 of the Financial Services and Markets Act 2000, or the FSMA) received by it in connection
with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not
apply to us; and•it has complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

The Netherlands
Each underwriter has represented and agreed that it will not offer, sell, transfer or deliver the Notes in The
Netherlands other than to persons or legal entities which are qualified investors (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 retail investors under a discretionary investment contract).
SP-17

Switzerland
This prospectus supplement is not intended to constitute an offer or solicitation to purchase or invest in theNotes described herein. The Notes may not be publicly offered, sold or advertised, directly or indirectly, in, intoor from Switzerland and will not be listed on the SIX Swiss Exchange or on any other trading venue in
Switzerland. Neither this prospectus supplement nor any other offering or marketing material relating to theNotes constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss
Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or
any other trading venue in Switzerland, 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, nor
the Notes 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.
Hong Kong
The contents of this prospectus supplement have not been reviewed by any regulatory authority in HongKong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of thecontents of this prospectus supplement, you should obtain independent professional advice.
Each underwriter has represented, warranted and agreed that (i) it has not offered or sold and will not offer
or sell in Hong Kong, by means of any document, any Notes other than (a) to “professional investors” as definedin the Securities and Futures Ordinance of Hong Kong (Cap. 571), or the SFO, and any rules made under the
SFO, or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, or which do notconstitute an offer or invitation to the public within the meaning of that Ordinance; and (ii) it has not issued or
had in its possession for the purpose of issue, and will not issue or have in its possession for the purposes ofissue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes,
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 of Hong 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” as defined in
the SFO and any rules made under the SFO.
Singapore
This prospectus supplement has not been registered as a prospectus with the Monetary Authority ofSingapore (the “MAS”). Accordingly, the Notes may not be offered or sold, nor may the Notes be the subject of
an invitation for subscription or purchase, nor may this prospectus supplement or any other document or material
in connection with the offer or sale, or invitation for subscription or purchase of the Notes be circulated or
distributed, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (asdefined in Section 4A of the Securities and Futures Act (Chapter 289 of Singapore) (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, or (iii) otherwise pursuant to, and in accordance with theconditions of, any other applicable provision of the SFA.
Where the Notes are subscribed or purchased under in 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)) the solebusiness 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
SP-18

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments andeach beneficiary of the trust is an individual who is an accredited investor,
securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest(howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust has
acquired the Notes pursuant to an offer made under Section 275 of the SFA except:(1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any
person arising from an offer 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 32 of the Securities and Futures (Offers of Investments) (Shares andDebentures) Regulation 2005 of Singapore.
Each purchaser of the Notes will be deemed to have made acknowledgements, representations andagreements as described above.
Short Positions
In connection with this offering, the underwriters may purchase and sell the Notes in the open market,
subject to applicable laws and regulations. These transactions may include over-allotment, syndicate coveringtransactions and stabilizing transactions. Over-allotment involves sales of Notes in excess of the principal
amount of Notes to be purchased by the underwriters in this offering, which creates a short position for theunderwriters. Syndicate covering transactions involve purchases of the Notes in the open market after the initial
distribution has been completed in order to cover short positions. Stabilizing transactions consist of certain bids
or purchases of Notes made for the purpose of preventing or retarding a decline in the market price of the Notes
while the offering is in progress. Any of these activities may have the effect of preventing or retarding a decline
in the market price of the Notes. They may also cause the price of the Notes to be higher than the price that
otherwise would exist in the open market in the absence of these transactions. The underwriters may conduct
these transactions in the over-the-counter market or otherwise. If the underwriters commence any of thesetransactions, they may discontinue them at any time.
The underwriters make no representation or prediction as to the direction or magnitude of any effect that thetransactions described above may have on the price of the Notes. In addition, the underwriters have no obligation
to engage in these transactions, and these transactions, once commenced, may be discontinued at any time.
New Issues
The Notes are new issues of securities with no established trading market. Although we have made anapplication to the Luxembourg Stock Exchange to list the Notes on the official list of the Luxembourg Stock
Exchange and for the Notes to be admitted to trading on the Luxembourg Stock Exchange’s Euro MTF Market,
we may be entitled to, and may decide to, delist the Notes from the Luxembourg Stock Exchange and seek analternate listing for the Notes on another securities exchange. Additionally, the underwriters have advised us thatthey presently intend to make a market in the Notes after completion of this offering. MUFG Securities Americas
Inc. and other broker-dealers may use this prospectus supplement and the accompanying prospectus inconnection with such market-making activity. Such market making activity will be subject to the limits imposedby 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 beunable to engage in market-making transactions during certain periods of the year. A liquid or active public
trading market for any of the Notes may not develop, whether on the Luxembourg Stock Exchange’s Euro MTF
Market or otherwise. If an active trading market for the Notes does not develop, the market price and liquidity of
SP-19

the Notes may be adversely affected. If such Notes are traded, they may trade at a discount from their initialoffering prices, depending on the market for similar securities, our performance and other factors. See “Risk
Factors—Risks Related to the Senior Debt Securities—There is no established trading market for the Notes andone may not develop” in the accompanying prospectus, as updated for the purposes of listing the Notes on the
Luxembourg Stock Exchange.
Other Relationships; Conflicts of Interest
Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investmentbanking and other commercial dealings in the ordinary course of business with us or our affiliates. They havereceived, or may in the future receive, customary fees and commissions for these transactions.
In addition, in the ordinary course of their business activities, the underwriters and their affiliates may makeor hold a broad array of investments and actively trade debt and equity securities (or related derivative securities)
and financial instruments (including bank loans) for their own account and for the accounts of their customers.
Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. If
any of the underwriters or their affiliates has a lending relationship with us, certain of these underwriters or theiraffiliates may routinely hedge their credit exposure to us consistent with their customary risk management
policies. Typically, these underwriters and their affiliates would hedge such exposure by entering intotransactions which consist of either the purchase of credit default swaps or the creation 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 affiliates may also
make investment recommendations and/or publish or express independent research views in respect of suchsecurities or financial instruments and may hold, or recommend to clients that they acquire, long and/or shortpositions in such securities and instruments.
Our affiliate, MUFG Securities Americas Inc., will participate in the offering as an underwriter. On the
cover page of this prospectus supplement, under the heading “Joint Lead Managers and Joint Bookrunners,” thereference to “MUFG” is to MUFG Securities Americas Inc. Elsewhere in this prospectus supplement, references
to “MUFG” are to Mitsubishi UFJ Financial Group, Inc., or Mitsubishi UFJ Financial Group, Inc. and its
consolidated subsidiaries, as the context requires.
Morgan Stanley & Co. LLC, a subsidiary of Morgan Stanley, will participate in the offering as anunderwriter. We held approximately 24.4% of the voting rights in Morgan Stanley based on the number of sharesof common stock of Morgan Stanley outstanding as of March 31, 2018 as well as Series C Preferred Stock with aface value of approximately $521.4 million and 10% dividend. In addition, we currently have two representatives
on Morgan Stanley’s board of directors. We have adopted the equity method of accounting for our investment inMorgan Stanley. In April 2018, we entered into a sales plan with Morgan Stanley and Morgan Stanley & Co.
LLC, pursuant to which we will sell portions of the shares of Morgan Stanley common stock that we hold toMorgan Stanley through Morgan Stanley & Co. LLC acting as agent for Morgan Stanley to the extent necessary
to ensure that our beneficial ownership will remain below 24.9%.
As part of our strategic alliance with Morgan Stanley, in May 2010, we and Morgan Stanley integrated ourrespective Japanese securities companies by forming two joint venture companies. We contributed the wholesale
and retail securities businesses conducted in Japan by Mitsubishi UFJ Securities Co., Ltd. into one of the joint
venture entities called MUMSS. Morgan Stanley contributed the investment banking operations conducted inJapan by its formerly wholly owned subsidiary, Morgan Stanley Japan Securities Co., Ltd., or Morgan Stanley
Japan, into MUMSS and contributed the sales and trading and capital markets businesses conducted in Japan by
Morgan Stanley Japan into a second joint venture entity called Morgan Stanley MUFG Securities Co., Ltd., or
MSMS. We hold a 60% economic interest in each of the joint venture companies and Morgan Stanley holds a
40% economic interest in each of the joint venture companies. We hold a 60% voting interest and Morgan
Stanley holds a 40% voting interest in MUMSS, and we hold a 49% voting interest and Morgan Stanley holds a
51% voting interest in MSMS. Our and Morgan Stanley’s economic and voting interests in the joint venturecompanies are held through intermediary holding companies.
SP-20

On March 20, 2014, certain shares of Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd were transferredamong certain of our consolidated subsidiaries, as a result of which MUMSS holds 75% and the Bank holds 25%of the company. Concurrent with the completion of the transfer, the company changed its name to “Mitsubishi
UFJ Morgan Stanley PB Securities Co., Ltd.” and entered into a new service agreement with Morgan Stanley.
As a result of our beneficially owning more than 10% of the common equity of MUFG Securities Americas
Inc. and Morgan Stanley, the parent company of Morgan Stanley & Co. LLC, each an underwriter, a “conflict ofinterest” exists within the meaning of FINRA Rule 5121, between us and these underwriters. Accordingly, thisoffering is being made in compliance with the requirements of FINRA Rule 5121. Because the Notes to beoffered will be rated investment grade, pursuant to FINRA Rule 5121, the appointment of a qualified
independent underwriter is not necessary. Morgan Stanley & Co. LLC and MUFG Securities Americas Inc. will
not confirm sales of the debt securities to any account over which they exercise discretionary authority without
the prior written approval of the customer.

SP-21

LISTING AND GENERAL INFORMATION
Listing Application
We have made an application to the Luxembourg Stock Exchange to list the Notes on the official list of the
Luxembourg Stock Exchange and for such Notes to be admitted to trading on the Luxembourg Stock Exchange’s
Euro MTF Market.
Documents Available
So long as the Notes are listed on the Luxembourg Stock Exchange and admitted to trading on the
Luxembourg Stock Exchange’s Euro MTF Market, copies of the following documents will, when published, beavailable during usual business hours on any weekday (Saturdays and public holidays excepted), without charge,
from the offices of our Luxembourg listing agent, being Mitsubishi UFJ Investor Services & Banking(Luxembourg) S.A., located at 287-289, route d’Arlon, L-1150 Luxembourg, Grand-Duché de Luxembourg:(i)

Our Articles of Incorporation and our Board of Directors Regulations;(ii)

Our latest audited consolidated annual financial statements, including the audit report in respect
thereof, prepared in accordance with U.S. GAAP, included in our annual report on Form 20-F filedwith the SEC;

(iii) Our latest unaudited condensed consolidated semi-annual financial statements prepared in accordancewith U.S. GAAP, included in our current report on Form 6-K furnished to the SEC;
(iv) English translations of our latest annual and quarterly consolidated financial information prepared inaccordance with Japanese GAAP, included in our current reports on Form 6-K furnished to the SEC;
and(v)

The Indenture.

Authorization
We have obtained all necessary consents, approvals and authorizations in connection with the issuance andperformance of the Notes. The issue of the Notes was duly authorized by a resolution of our board of directors
dated June 25, 2015 and a decision by the President and Group Chief Executive Officer dated March 23, 2018.
No Material Adverse Change
Except as disclosed in this prospectus supplement, the accompanying prospectus or the documents
incorporated by reference herein or therein, there has been no material adverse change in the prospects of us andour subsidiaries taken as a whole since March 31, 2018.
Prescription
Under New York’s statute of limitations, any legal action to enforce MUFG’s payment obligations
evidenced by the Notes must be commenced within six years after payment is due. Thereafter, MUFG’s payment
obligations will generally become unenforceable.
Notices
So long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange sorequire, notices to holders of the Notes will also be published either on the website of the Luxembourg Stock
Exchange (www.bourse.lu) or in a leading newspaper having general circulation in Luxembourg (which is
expected to be Luxemburger Wort).
SP-22

LEGAL MATTERS
Paul, Weiss, Rifkind, Wharton & Garrison LLP, our U.S. counsel, will pass for us upon certain mattersunder U.S. federal law and New York law. The address of Paul, Weiss, Rifkind, Wharton & Garrison LLP is
Fukoku Seimei Building 2F, 2-2, Uchisaiwaicho 2-chome, Chiyoda-ku, Tokyo 100-0011, Japan. Nagashima
Ohno & Tsunematsu, our Japanese counsel, will pass upon certain matters under Japanese laws. The address ofNagashima Ohno & Tsunematsu is JP Tower, 7-2, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-7036, Japan.
Simpson Thacher & Bartlett LLP will pass upon certain matters under U.S. federal law and New York law for theunderwriters. The address of Simpson Thacher & Bartlett LLP is Ark Hills Sengokuyama Mori Tower, 9-10,
Roppongi 1-chome, Minato-ku, Tokyo 106-0032, Japan.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The consolidated financial statements incorporated in this prospectus supplement by reference from ourannual report on Form 20-F for the year ended March 31, 2018, and the effectiveness of our internal control overfinancial reporting have been audited by Deloitte Touche Tohmatsu LLC, an independent registered public
accounting firm, as stated in their reports, which are incorporated herein by reference. Such consolidated
financial statements have been so incorporated in reliance upon the reports of such firm given upon theirauthority as experts in accounting and auditing. The address of Deloitte Touche Tohmatsu LLC is Shinagawa
Intercity, 2-15-3 Konan, Minato-ku, Tokyo 108-6221, Japan.

SP-23

PROSPECTUS SUPPLEMENT(To prospectus dated February 10, 2016)

MUFG
Mitsubishi UFJ Financial Group, Inc.
$850,000,000 Floating Rate Senior Notes due July 26, 2023
$1,150,000,000 3.761% Senior Notes due July 26, 2023
$1,000,000,000 4.050% Senior Notes due September 11, 2028
Mitsubishi UFJ Financial Group, Inc., or MUFG, expects to issue the above-listed senior notes, collectively the Notes, pursuant to a senior indenture, dated
March 1, 2016, or the Indenture. MUFG Securities Americas 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 floating rate senior notes due July 26, 2023 offered hereby, or the 5-year floating rate notes, bear interest commencing July 26, 2018 at a floating rate,
payable quarterly in arrears on January 26, April 26, July 26 and October 26 of each year, subject to adjustments, with the first interest payment to bemade on October 26, 2018. The interest rate on the 5-year floating rate notes for each interest period is a per annum rate equal to three-month U.S. dollar
LIBOR plus 0.86%. The 5-year floating rate notes will constitute a further issuance of, and will form a single series with, our floating rate senior notes due
July 26, 2023, which we previously issued in the aggregate principal amount of $800,000,000 on July 26, 2018 under the Indenture, or the existing 5-year
floating rate notes. The fixed rate senior notes due July 26, 2023 offered hereby, or the 5-year fixed rate notes, bear interest commencing July 26, 2018 at
the per annum rate listed above, payable semi-annually in arrears on January 26 and July 26 of each year, with the first interest payment to be made on
January 28, 2019 with the same force and effect as if made on January 26, 2019. The 5-year fixed rate notes will constitute a further issuance of, and will
form a single series with, our 3.761% senior notes due July 26, 2023, which we previously issued in the aggregate principal amount of $1,000,000,000 on July26, 2018 under the Indenture, or the existing 5-year fixed rate notes. The 5-year floating rate notes and the 5-year fixed rate notes will have the same
CUSIP and ISIN numbers as, and will trade interchangeably with, the existing 5-year floating rate notes and the existing 5-year fixed rate notes,
respectively, immediately upon settlement. The offering price of each of the 5-year floating rate notes and the 5-year fixed rate notes will include accrued
interest from (and including) July 26, 2018 to (but excluding) the issue date, which must be paid by the purchasers. The fixed rate senior notes due
September 11, 2028, or the 10-year fixed rate notes, will bear interest commencing September 11, 2018 at a per annum rate listed above, payable semiannually in arrears on March 11 and September 11 of each year, with the first interest payment to be made on March 11, 2019.
We may at our option redeem a series of Notes in whole, but not in part, at 100% of their principal amount plus any accrued and unpaid interest to (but excluding)the date of redemption upon the occurrence of certain tax events, subject to certain conditions. See “Description of Senior Debt Securities” in the accompanying
prospectus.
The Notes are intended to qualify as total loss-absorbing capacity, or TLAC, debt upon the implementation of applicable TLAC regulations in Japan. The
Notes will be our senior unsecured obligations and will rank senior to all of our existing and future subordinated debt, will rank equally in right of
payment with all of our existing and future unsecured and unsubordinated debt (except for statutorily preferred exceptions) and will be effectively
subordinated to any secured indebtedness we incur, to the extent of the value of the assets securing the same. See “Risk Factors—Risks Related to the Senior
Debt Securities—The senior debt securities will be structurally subordinated to the liabilities of MUFG’s subsidiaries, including BTMU and MUTB.” andother risk factors in the same section included in the accompanying prospectus, and “Description of Senior Debt Securities” in the accompanying
prospectus.
We have made an application to the Luxembourg Stock Exchange to list the Notes on the official list of the Luxembourg Stock Exchange and for the Notes to be
admitted to trading on the Luxembourg Stock Exchange’s Euro MTF Market. The Luxembourg Stock Exchange’s Euro MTF Market is not a regulated market forthe purposes of Directive 2014/65/EU. This prospectus supplement with the accompanying prospectus constitutes the listing prospectus for purposes of Part IV of the
Luxembourg law on prospectus for securities dated July 10, 2005, as amended. This prospectus supplement and the accompanying prospectus may be used only forthe purposes for which it has been published, and does not constitute a prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC, as amended).

Investing in the Notes involves risks. See “Risk Factors” beginning on page 6 of the accompanying prospectus, updated on page S-2 ofthis prospectus supplement, and as incorporated by reference herein from our most recent annual report on Form 20-F.
Neither the U.S. Securities and Exchange Commission, or the SEC, nor any state securities regulators has approved or disapproved thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
These securities are not deposits or savings accounts. These securities are not insured by the U.S. Federal Deposit Insurance Corporation, or the FDIC, or
any other governmental agency or instrumentality.

Per Floating Rate Note due 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Floating Rate Notes due 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Per Fixed Rate Note due 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Fixed Rate Notes due 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Per Fixed Rate Note due 2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Fixed Rate Notes due 2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Price to Public(1)Underwriting Discounts
and Commissions(2)Proceeds to us(before expenses)(1)100.249%$ 852,116,500
100.156%$1,151,794,000
100.000%$1,000,000,000

0.350%$2,975,000
0.350%$4,025,000
0.450%$4,500,000

99.899%$ 849,141,500
99.806%$1,147,769,000
99.550%$ 995,500,000(1) Plus accrued interest on each of the Floating Rate Notes due 2023 and the Fixed Rate Notes due 2023 from (and including) July 26, 2018 to (butexcluding) the issue date, which must be paid by the purchasers of such notes. The amount of accrued interest per $1,000 principal amount of the
Floating Rate Notes due 2023 from (and including) July 26, 2018 to (but excluding) September 11, 2018, which is the expected issue date, will be $4.17.
The amount of accrued interest per $1,000 principal amount of the Fixed Rate Notes due 2023 from (and including) July 26, 2018 to (but excluding) thesame expected issue date, will be $4.70. Plus accrued interest, if any, on the Fixed Rate Notes due 2028 after September 11, 2018.
(2) For additional underwriting compensation information, see “Underwriting (Conflicts of Interest).”The Notes are expected to be delivered to purchasers in book-entry form only through the facilities of The Depository Trust Company, or DTC, for theaccounts of its participants, including Euroclear Bank SA/NV, or Euroclear, and Clearstream Banking S.A., or Clearstream, Luxembourg, on or about
September 11, 2018.

Joint Lead Managers and Joint Bookrunners

MORGAN STANLEYMUFG

CITIGROUP(5-year notes)

J.P. Morgan(10-year notes)
Senior Co-Managers

Barclays

CITIGROUP

HSBC

J.P. Morgan(10-year notes)

BofA Merrill Lynch(5-year notes)
Co-Managers

BNP PARIBAS

Crédit Agricole CIB

NomuraThe date of this prospectus supplement is September 4, 2018

Société Générale Corporate& Investment Banking

Credit Suisse

Deutsche Bank Securities
Wells Fargo Securities

TABLE OF CONTENTS
Page

About This Prospectus Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Where You Can Obtain More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Summary: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Floating Rate Senior Notes due 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.761% Senior Notes due 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.050% Senior Notes due 2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General Terms of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ii
v
v
vi
S-1
S-5YRFL-1
S-5YRFX
S-10YRFX
S-GEN-1
SP-1
SP-2
SP-4
SP-14
SP-22
SP-23
SP-23

About This Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mitsubishi UFJ Financial Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain ERISA and Other Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Where You Can Obtain More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Limitation on Enforcement of U.S. Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Annex A: Unaudited Reverse Reconciliation of Selected Financial Information . . . . . . . . . . . . . . . .

3
4
5
6
12
13
14
19
20
37
46
48
50
50
50
50
51
A-1

i

ABOUT THIS PROSPECTUS SUPPLEMENT
In making an investment decision, you should rely only on the information provided or incorporated byreference in this prospectus supplement, the accompanying prospectus and any related free-writing prospectus
that we prepare or authorize. We have not authorized anyone to provide you with different or additional
information. You should not assume that the information in this prospectus supplement, the accompanying
prospectus or any related free-writing prospectus that we prepare or authorize or in any document incorporated
by reference herein or therein is accurate as of any date after its date.
The distribution of this prospectus supplement, the accompanying prospectus and any related free-writingprospectus that we prepare or authorize and the offering of the Notes in certain jurisdictions may be restricted bylaw. This prospectus supplement, the accompanying prospectus and any related free-writing prospectus that we
prepare or authorize do not constitute an offer, or an invitation on our behalf or on behalf of the underwriters or
any of them, to subscribe to or purchase any of the Notes, and may not be used for or in connection with an offer
or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any
person to whom it is unlawful to make such an offer or solicitation.
The Notes may not be a suitable investment for all investors and you must determine on your own or withthe assistance of a financial adviser the suitability of an investment in the Notes in light of your own
circumstances. You should not invest in the Notes unless you have the knowledge and expertise, either on yourown or with the assistance of a financial adviser, to evaluate how the Notes will perform under changing
conditions, the effect on the value of the Notes of the uncertainty relating to whether and how the Notes will be
qualified or treated under applicable regulatory capital or TLAC requirements, the impact this investment will
have on your overall investment portfolio, and the use of proceeds from the sale of the Notes. Prior to making an
investment decision, you should consider carefully, in light of your own financial circumstances and investment
objectives, all the information contained in this prospectus supplement, the accompanying prospectus and any
related free-writing prospectus that we prepare or authorize and in any document incorporated by reference
herein and therein and in any applicable supplement to this prospectus supplement.

As used in this prospectus supplement, the terms “MUFG,” “we,” the “Company” and the “Group”
generally refer to Mitsubishi UFJ Financial Group, Inc. and its consolidated subsidiaries but, from time to time as
the context requires, refers to Mitsubishi UFJ Financial Group, Inc. as an individual legal entity, except that on
the cover page of this prospectus supplement, under the heading “Joint Lead Managers and Joint Bookrunners”
and on the back cover page of this prospectus supplement, the reference to “MUFG” is to MUFG Securities
Americas Inc.
In this prospectus supplement, references to “yen” or “¥” are to Japanese yen, references to “U.S. dollars,”“dollars,” “U.S.$” or “$” are to United States dollars, references to “AU$” are to Australian dollars, andreferences to “euro” or “€” refer to the currency of those member states of the European Union which areparticipating in the European Economic and Monetary Union pursuant to the Treaty of the European Union.
Unless otherwise specified, the financial information presented in this prospectus supplement and ourconsolidated financial statements, which are incorporated by reference in this prospectus supplement, areprepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. Our
fiscal year ends on March 31 of each year.
Some of our financial information contained or incorporated by reference herein, where specified, isprepared in accordance with accounting principles generally accepted in Japan, or Japanese GAAP. We report
our financial results in accordance with Japanese GAAP on a quarterly basis under Japanese banking andsecurities regulations and Tokyo Stock Exchange rules. The basis of our financial information prepared iniiaccordance with U.S. GAAP may be significantly different in certain respects from the basis of our financial
information prepared in accordance with Japanese GAAP. For information on certain differences between
U.S. GAAP and Japanese GAAP, see Exhibit 99(b) “Unaudited Reverse Reconciliation of Selected Financial
Information” attached to our most recent annual report on Form 20-F, which is incorporated by reference herein.
You should consult your own professional advisers, as necessary, for a more complete understanding of thedifferences among U.S. GAAP, Japanese GAAP, International Financial Reporting Standards and any othergenerally accepted accounting principles applicable in your jurisdiction and how such differences affect thefinancial information contained or incorporated by reference herein.

The Notes have not been and will not be registered under the Financial Instruments and Exchange Act ofJapan (Act No. 25 of 1948, as amended; the “Financial Instruments and Exchange Act”) and are subject to theSpecial Taxation Measures Act of Japan (Act No. 26 of 1957, as amended; the “Special Taxation MeasuresAct”). The Notes may not be offered or sold in Japan or to, or for the benefit of, any resident of Japan (whichterm as used in this sentence means any person resident of Japan, including any corporation or other entity
organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to, or forthe benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, andotherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws,
regulations and governmental guidelines of Japan. The Notes are not, as part of the distribution by theunderwriters pursuant to the underwriting agreement dated the date of this prospectus supplement at any time, tobe 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 the Company as described in Article 6, Paragraph 4 of the Special Taxation Measures Act (a“specially-related person of the Company”) or (ii) a Japanese financial institution, designated in Article 6,
Paragraph 9 of the Special Taxation Measures Act, except as specifically permitted under the Special Taxation
Measures Act. BY SUBSCRIBING FOR THE NOTES, AN INVESTOR WILL BE DEEMED TO HAVEREPRESENTED THAT IT IS A PERSON WHO FALLS INTO THE CATEGORY OF (i) OR (ii)
ABOVE.
Interest payments on the Notes generally will be subject to Japanese withholding tax unless it is establishedthat such 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 the Company, (ii) a Japanesedesignated financial institution 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 or financial instruments business operator described in Article 3-3, Paragraph 6 of theSpecial Taxation Measures Act which complies with the requirement for tax exemption under that paragraph.
Interest payments on the Notes to an individual resident of Japan, to a Japanese corporation not described in
the preceding paragraph, or to an individual non-resident of Japan or a non-Japanese corporation that in eithercase is a specially-related person of the Company will be subject to deduction in respect of Japanese income tax
at a current rate of 15.315% (15% on or after January 1, 2038) of the amount of such interest.
PRIIPs Regulation / Prospectus Directive / 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 madeavailable to any retail investor in the European Economic Area (“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 2002/92/EC, asamended (the “Insurance Mediation Directive”), where that customer would not qualify as a professional client
as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in theiii

Prospectus Directive. 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 toretail investors in the EEA has been prepared and, therefore, offering or selling the Notes or otherwise making
them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Singapore Securities and Futures Act Product Classification—Solely for the purposes of our obligations
pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (the“SFA”), we have determined, and hereby notify all relevant persons (as defined in Regulation 3(b) of the
Securities and Futures (Capital Markets Products) Regulations 2018 (the “SF (CMP) Regulations”) that the Notes
are “prescribed capital markets products” (as defined in the SF (CMP) Regulations) 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).

iv

FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference
herein contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation ReformAct of 1995. Forward-looking statements do not relate strictly to historical or current facts and include statements
regarding our current intent, belief, targets or expectations or the current intent, belief, targets or expectations ofour management with respect to, among others:•changes in banking and other regulations, including those affecting whether and how the Notes will be
qualified or treated under applicable capital or TLAC requirements and resolution measures to be
implemented in Japan,•

our financial condition,•

our results of operations,•our business plans and other management objectives,•

our business strategies, competitive positions and growth opportunities,•

the financial and regulatory environment in which we operate,•

our problem loan levels and loan losses,•

the equity, interest and foreign exchange markets, and•the benefits of recently completed or announced transactions and realization of related financial andoperating synergies and efficiencies, including estimated cost savings and revenue enhancement.

In many, but not all, cases, we use words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,”“hope,” “intend,” “may,” “plan,” “predict,” “probability,” “risk,” “should,” “will,” “would” and similar
expressions, as they relate to us or our management, to identify forward-looking statements. These statements
reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions.
Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect,
actual results may vary materially from those which are anticipated, aimed at, believed, estimated, expected,
intended or planned.
Forward-looking statements are not guarantees of future performance and involve risks and uncertainties.
Actual results may differ from those in forward-looking statements as a result of various factors. Importantfactors that could cause actual results to differ materially from estimates or forecasts contained in the forwardlooking statements include those which are discussed in this prospectus supplement, the accompanying
prospectus and our most recent annual report on Form 20-F and other documents incorporated by reference inthis prospectus supplement and the accompanying prospectus.
You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of
their respective dates. We do not undertake to update any forward-looking statements, whether as a result of new
information, future events or developments, or otherwise.
WHERE YOU CAN OBTAIN MORE INFORMATION
We file reports and other information with the SEC. You may read and copy any document filed with the
SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at(800) SEC-0330 for further information on the Public Reference Room. Documents filed with the SEC are alsoavailable to the public on the SEC’s internet website at http://www.sec.gov.
This prospectus supplement is part of a registration statement on Form F-3 that we filed with the SEC. The
registration statement, including the attached exhibits, contains additional relevant information about us and the
securities that may be offered from time to time.
v

INCORPORATION OF DOCUMENTS BY REFERENCEThe SEC allows us to “incorporate by reference” in this prospectus supplement and the accompanying
prospectus some or all of the documents we file with the SEC. This means:•the information in a document that is incorporated by reference is considered to be a part of thisprospectus supplement and the accompanying prospectus;•

we can disclose important information to you by referring you to those documents; and•information that we file with the SEC will automatically update and modify or supersede some of theinformation included or incorporated by reference in this prospectus supplement and the accompanying
prospectus.

This means that you must look at all of the SEC filings that we incorporate by reference to determine if anyof the statements in this prospectus supplement or the accompanying prospectus or in any document incorporated
by reference herein or therein have been modified or superseded. The accompanying prospectus describes
documents that are incorporated by reference into the accompanying prospectus and this prospectus supplement.
See “Incorporation of Documents by Reference” in the accompanying prospectus.
The documents incorporated by reference into this prospectus supplement and the accompanying prospectus
include:•our current report on Form 6-K relating to our financial information under Japanese GAAP as of andfor the fiscal year ended March 31, 2018, dated May 15, 2018, except for the forward-looking
statements which were made as of the date thereof,•

our current report on Form 6-K/A relating to partial corrections to our financial information underJapanese GAAP as of and for the fiscal year ended March 31, 2018, dated May 21, 2018,•

our current report on Form 6-K relating to our additional financial information under Japanese GAAP
as of and for the fiscal year ended March 31, 2018, and certain other additional information, dated
June 28, 2018,•

our annual report on Form 20-F for the fiscal year ended March 31, 2018, filed on July 12, 2018,•

our current report on Form 6-K relating to the Japanese Ministry of Finance’s administrative action
against Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., or MUMSS, dated July 13, 2018,•

our current report on Form 6-K relating to an order issued by the Japanese Financial Services Agency,
or FSA, against MUMSS to pay an administrative monetary penalty, dated July 31, 2018,•

our current report on Form 6-K relating to our unaudited financial information under Japanese GAAP
as of and for the three months ended June 30, 2018, dated August 2, 2018, except for the forwardlooking statements which were made as of the date thereof,•

our current report on Form 6-K relating to our additional unaudited financial information underJapanese GAAP as of and for the three months ended June 30, 2018, and certain additional
information, dated August 14, 2018, and•our current report on Form 6-K relating to our regulatory capital ratios as of June 30, 2018, dated
August 14, 2018.

In addition, we incorporate by reference in this prospectus supplement all subsequent annual reports filed on
Form 20-F and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
U.S. Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, and certain reports on Form 6-K,
which we furnish to the SEC, if they state that they are incorporated by reference in this prospectus supplement,
after the date of this prospectus supplement until the offering contemplated in this prospectus supplement iscompleted. Reports on Form 6-K we may furnish to the SEC after the date of this prospectus supplement (orportions thereof) are incorporated by reference in this prospectus supplement only to the extent that the report
expressly states that it is (or such portions are) incorporated by reference in this prospectus supplement.
vi

We will provide you without charge upon written or oral request a copy of any of the documents that areincorporated by reference in this prospectus supplement. If you would like us to provide you with any of these
documents, please contact us at the following address or telephone number: 7-1, Marunouchi 2-chome,
Chiyoda-ku, Tokyo 100-8330, Japan, Attention: Public Relations Office (telephone: +81-3-3240-8111).
Copies of documents incorporated by reference in this prospectus supplement may be inspected, free ofcharge, at the website of the Luxembourg Stock Exchange at www.bourse.lu.
Selected Financial Data
For certain selected financial data relating to us, see “Item 3.A. Key Information—Selected Financial Data”
in our most recent annual report on Form 20-F on file with the SEC incorporated by reference herein.

vii

SUMMARYThis summary highlights some of the information contained in this prospectus supplement, theaccompanying prospectus and the documents incorporated by reference herein. Because this is only a summary,it does not contain all of the information that may be important to you. You should read the entire prospectus
supplement, the accompanying prospectus and the documents incorporated by reference herein carefully,
including the section entitled “Risk Factors” and our financial statements and related notes to those statements
included in our most recent annual report on Form 20-F and the sections entitled “Risk Factors,” “Descriptionof Senior Debt Securities” and “Use of Proceeds” and other information included elsewhere, or incorporated byreference, in this prospectus supplement and the accompanying prospectus, prior to making an investment
decision.

Mitsubishi UFJ Financial Group, Inc.
We are a bank holding company incorporated on October 1, 2005 as a joint stock company (kabushiki
kaisha) under the Company Law of Japan. We are one of the world’s largest and most diversified financialgroups with total assets of ¥300.57 trillion and total deposits of ¥195.67 trillion as of March 31, 2018. We are theholding company for MUFG Bank, Ltd., or the Bank (formerly, The Bank of Tokyo-Mitsubishi UFJ, Ltd., or
BTMU). Mitsubishi UFJ Trust and Banking Corporation, or the Trust Bank or MUTB, MUMSS (throughMitsubishi UFJ Securities Holdings Co., Ltd., or the Securities HD, an intermediate holding company),
Mitsubishi UFJ NICOS Co., Ltd., and other subsidiaries. Through our subsidiaries and affiliated companies, we
engage in a broad range of financial businesses and services, including commercial banking, investment banking,trust banking and asset management services, securities businesses, and credit card businesses, and provide
related services to individuals and corporate customers in Japan and abroad. For a more detailed description of
our history and business, see “Item 4. Information on the Company” in our most recent annual report on
Form 20-F.

Updates Relating to Listing of the Notes on the Luxembourg Stock Exchange
To provide information relating to the expected listing of the Notes on the Luxembourg Stock Exchange,
updates are made to the section “Description of Senior Debt Securities” in the accompanying prospectus asfollows:•

The final paragraph of the sub-section under the sub-heading “Book-Entry; Delivery and Form—
Exchange of Global Notes for Certificated Notes” is deleted in its entirety; and•The sub-section under the sub-heading “Minimum Board Lot Size on the SGX-ST” is deleted in its
entirety, together with such sub-heading.

In addition, an update is made to the first sentence of “Risk Factors—Risks Related to the Senior Debt
Securities—There is no established trading market for the senior debt securities and one may not develop.” in theaccompanying prospectus by replacing the phrase “although we expect to list the senior debt securities on the
Singapore Exchange Securities Trading Limited, or SGX-ST,” with “although we expect to list the senior debt
securities on the Luxembourg Stock Exchange’s Euro MTF Market,”.
See “Listing and General Information.”

S-1

An Update to the Risks Related to the Senior Debt Securities
The following disclosure is added to the section “Risk Factors—Risks Related to the Senior Debt
Securities” in the accompanying prospectus:
LIBOR may be administered differently or discontinued in the future and, as a result, the value andmarketability of, and the return on, the senior debt securities linked to LIBOR may decline.
LIBOR is currently the subject of ongoing national and international regulatory reform. Following theimplementation of any such potential reforms, the manner of administration of LIBOR may change, with theresult that it may perform differently than in the past or could be eliminated entirely, that a substitute oralternative benchmark could be established, or that there could be other consequences, including those whichcannot be predicted. On July 27, 2017, the United Kingdom Financial Conduct Authority, or the U.K. FCA,
announced that it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR
benchmark after 2021. The U.K. FCA’s announcement indicates that the continuation of LIBOR on the current
basis cannot and will not be guaranteed after 2021. In addition, the application of Regulation (EU) 2016/1011,
generally known as the Benchmarks Regulation, and other current and future regulations may materially change
the manner in which the LIBOR benchmark is administered. The potential elimination of, or the potentialchanges in the manner of administration of, the LIBOR benchmark could require an adjustment or amendment to
the terms and conditions, or result in other consequences, in respect of any senior debt securities linked to
LIBOR, including discrepancies between the interest rates calculated as described herein and those based on any
substitute or alternative benchmark that becomes the market standard, as well as other consequences whichcannot be predicted. If the LIBOR benchmark becomes unavailable and banks are unwilling to provide
quotations in accordance with the terms of our floating rate senior debt securities, the Floating Interest Rate for aparticular Interest Period will be the same as the immediately preceding Interest Period, and could remain thesame for the life of the floating rate senior debt securities. Any such uncertainty or consequences relating to
LIBOR could have a material adverse effect on cash flow relating to accrued interest for each interest payment
period as well as the value and marketability of, and the return on, any such senior debt securities.

S-2

The Offering
Floating Rate Senior Notes due 2023
Notes offered . . . . . . . . . . . . . . . . . . . . . . $850,000,000 aggregate principal amount of floating rate senior notes
due July 26, 2023.
The 5-year floating rate notes offered hereby will constitute a further
issuance of, will form a single series with, will have the same CUSIP
and ISIN numbers as, and will trade interchangeably with, the$800,000,000 aggregate principal amount of floating rate senior notes
due July 26, 2023 issued on July 26, 2018.
Issue price . . . . . . . . . . . . . . . . . . . . . . . . 100.249% of the principal amount plus accrued interest from (andincluding) July 26, 2018 to (but excluding) the issue date, which is
expected to be September 11, 2018, in the amount of $4.17 per$1,000 principal amount of the 5-year floating rate notes.
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . July 26, 2023.
In the event July 26, 2023 or any other date fixed for redemption is
not both a Business Day and London Banking Day, the payment ofinterest and principal in respect of the 5-year floating rate notes will
be made on the next succeeding day that is both a Business Day and
London Banking Day, and no interest on such payment shall accrue
for the period from and after July 26, 2023 or any such other datefixed for redemption.
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . The 5-year floating rate notes bear interest at a floating rate, payable
quarterly in arrears on January 26, April 26, July 26 and October 26
of each year, subject to adjustments, with the first interest payment tobe made on October 26, 2018. The interest rate on the 5-year floating
rate notes for each interest period is a per annum rate equal to the
London interbank offered rate for three-month deposits in U.S.
dollars, or three-month U.S. dollar LIBOR, plus 0.86%. Interest on
the 5-year floating rate notes will be computed on the basis of theactual number of days and a 360-day year.
The initial interest to be paid on October 26, 2018 to holders of recordon October 19, 2018 of the 5-year floating rate notes offered hereby
will be the same per note as the interest to be paid on October 26,
2018 to holders of record on October 19, 2018 of the existing 5-year
floating rate notes. All pre-issuance accrued interest from (andincluding) July 26, 2018 to (but excluding) the issue date will be paidby the purchasers of the 5-year floating rate notes offered hereby asdescribed under “Issue price” above.
For purposes of the interest payment on the maturity date, the Interest
Period will end on (and exclude) July 26, 2023.

S-5YRFL-1

See “Description of Senior Debt Securities—Floating Rate Interest”
in the accompanying prospectus.
Other terms . . . . . . . . . . . . . . . . . . . . . . . For more information on the terms of the 5-year floating rate notes,
including redemption, covenants and events of default, see“—General Terms of the Notes” in this prospectus supplement and“Description of Senior Debt Securities” in the accompanying
prospectus.
Calculation agent . . . . . . . . . . . . . . . . . . . The Bank of New York Mellon
Security codes . . . . . . . . . . . . . . . . . . . . . CUSIP: 606822 AZ7
ISIN: US606822AZ74
Common Code: 185892182

S-5YRFL-2

3.761% Senior Notes due 2023
Notes offered . . . . . . . . . . . . . . . . . . . . . . $1,150,000,000 aggregate principal amount of 3.761% senior notes
due July 26, 2023.
The 5-year fixed rate notes offered hereby will constitute a further
issuance of, will form a single series with, will have the same CUSIP
and ISIN numbers as, and will trade interchangeably with, the$1,000,000,000 aggregate principal amount of fixed rate senior notes
due July 26, 2023 issued on July 26, 2018.
Issue price . . . . . . . . . . . . . . . . . . . . . . . . 100.156% of the principal amount plus accrued interest from (andincluding) July 26, 2018 to (but excluding) the issue date, which is
expected to be September 11, 2018, in the amount of $4.70 per$1,000 principal amount of the 5-year fixed rate notes.
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . July 26, 2023.
In the event July 26, 2023 or any other date fixed for redemption is
not a Business Day, the payment of interest and principal in respect of
the 5-year fixed rate notes will be made on the next succeeding
Business Day, and no interest on such payment shall accrue for theperiod from and after July 26, 2023 or any such other date fixed forredemption.
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . The 5-year fixed rate notes bear interest from July 26, 2018 at the rateof 3.761% per annum payable semi-annually in arrears on January 26
and July 26 of each year, with the first interest payment to be made on
January 28, 2019 with the same force and effect as if made on
January 26, 2019. Interest on the 5-year fixed rate notes will becomputed on the basis of a 360-day year consisting of twelve 30-day
months.
The initial interest to be paid on January 28, 2019 to holders of record
on January 18, 2019 of the 5-year fixed rate notes offered hereby willbe the same per note as the interest to be paid on January 28, 2019 toholders of record on January 18, 2019 of the existing 5-year fixed rate
notes. All pre-issuance accrued interest from (and including) July 26,
2018 to (but excluding) the issue date will be paid by the purchasersof the 5-year fixed rate notes offered hereby as described under “Issue
price” above.
Other terms . . . . . . . . . . . . . . . . . . . . . . . For more information on the terms of the 5-year fixed rate notes,
including redemption, covenants and events of default, see“—General Terms of the Notes” in this prospectus supplement and“Description of Senior Debt Securities” in the accompanying
prospectus.
Security codes . . . . . . . . . . . . . . . . . . . . . CUSIP: 606822 BA1
ISIN: US606822BA15
Common Code: 185892271

S-5YRFX

4.050% Senior Notes due 2028
Notes offered . . . . . . . . . . . . . . . . . . . . . . $1,000,000,000 aggregate principal amount of 4.050% senior notes
due September 11, 2028.
Issue price . . . . . . . . . . . . . . . . . . . . . . . . 100% of the principal amount plus accrued interest, if any, from
September 11, 2018.
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . September 11, 2028.
In the event September 11, 2028 or any other date fixed forredemption is not a Business Day, the payment of interest andprincipal in respect of the 10-year fixed rate notes will be made on thenext succeeding Business Day, and no interest on such payment shallaccrue for the period from and after September 11, 2028 or any suchother date fixed for redemption.
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . The 10-year fixed rate notes will bear interest from September 11,
2018 at the rate of 4.050% per annum payable semi-annually inarrears on March 11 and September 11 of each year, with the firstinterest payment to be made on March 11, 2019. Interest on the
10-year fixed rate notes will be computed on the basis of a 360-day
year consisting of twelve 30-day months.
Other terms . . . . . . . . . . . . . . . . . . . . . . . For more information on the terms of the 10-year fixed rate notes,
including redemption, covenants and events of default, see“—General Terms of the Notes” in this prospectus supplement and“Description of Senior Debt Securities” in the accompanying
prospectus.
Security codes . . . . . . . . . . . . . . . . . . . . . CUSIP: 606822 BC7
ISIN: US606822BC70
Common Code: 187643864

S-10YRFX

General Terms of the Notes
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mitsubishi UFJ Financial Group, Inc.
Notes offered . . . . . . . . . . . . . . . . . . . . . . The Company will offer each series of Notes set forth on the cover
page of this prospectus supplement and in accordance with the terms
set forth elsewhere in this prospectus supplement and theaccompanying prospectus.
Issue date . . . . . . . . . . . . . . . . . . . . . . . . . September 11, 2018
Ranking of the Notes . . . . . . . . . . . . . . . . Each series of Notes, when issued, will constitute direct,
unconditional, unsubordinated and unsecured obligations of theCompany and rank senior to all of the existing and future
subordinated debt of the Company and equally in right of payment
with all of the existing and future unsecured and unsubordinated debt
of the Company (except for statutorily preferred exceptions). Eachseries of Notes will be effectively subordinated to any secured
indebtedness incurred by the Company to the extent of the value ofthe assets securing the same. See also “Risk Factors—Risks Related
to the Senior Debt Securities—The senior debt securities will be
structurally subordinated to the liabilities of MUFG’s subsidiaries,
including BTMU and MUTB.” in the accompanying prospectus.
Minimum denomination . . . . . . . . . . . . . Each series of Notes will be in denominations of $2,000 or integral
multiples of $1,000 in excess thereof. No Notes will be sold in theoffering to any purchaser unless the purchaser purchases at least$2,000 in principal amount of a series of Notes.
Additional amounts . . . . . . . . . . . . . . . . . All payments of principal and interest in respect of the Notes will bemade without withholding or deduction for or on account ofwithholding taxes imposed by or within Japan, unless suchwithholding or deduction is required by law. Interest payments on theNotes generally will be subject to Japanese withholding tax withcertain exceptions. See “Japanese Taxation.” If the payments are
subject to Japanese withholding tax, the Company will pay such
additional amounts (subject to certain exceptions) in respect ofJapanese taxes as will result in the payment of amounts otherwise
receivable absent any deduction or withholding on account of such
Japanese taxes. See “Description of Senior Debt Securities—Paymentof Additional Amounts” in the accompanying prospectus.
References to principal or interest in respect of the Notes shall bedeemed to include any additional amounts which may be payable as
set forth in the Indenture.
Redemption for tax reasons . . . . . . . . . . . A series of Notes may, subject to prior confirmation of the FSA (ifsuch confirmation is required under Japanese banking laws andregulations then in effect), be redeemed at any time, at the option of
the Company, in whole, but not in part, upon not less than 30 nor

S-GEN-1

more than 60 days’ prior notice, at a redemption price equal to 100%of the principal amount of the relevant series of Notes thenoutstanding plus accrued and unpaid interest to (but excluding) the
redemption date, if the Company has or will become obligated to pay
additional amounts as described under “Description of Senior Debt
Securities—Payment of Additional Amounts” in the accompanying
prospectus as a result of any change in, or amendment to, the laws,
regulations or rulings of Japan (or of any political subdivision or
taxing authority thereof or therein) affecting taxation, or any change
in the official application or interpretation of such laws, regulations or
rulings, which change or amendment becomes effective on or after
July 17, 2018 with respect to the 5-year floating rate notes and the
5-year fixed rate notes or the date of this prospectus supplement withrespect to the 10-year fixed rate notes, and the obligation cannot be
avoided by the Company taking reasonable measures available to it.
No notice of redemption may be given earlier than 90 days prior to
the earliest date on which the Company would be obligated to pay theadditional amounts if a payment in respect of such series of Notes
were then due. See “Description of Senior Debt Securities—Optional
Tax Redemption” in the accompanying prospectus.
Use of proceeds . . . . . . . . . . . . . . . . . . . . We intend to use the net proceeds from the sale of the Notes to fundthe operations of the Bank through loans. See “Use of Proceeds.”
Limitations on the right to obtain
attachment under specified
circumstances . . . . . . . . . . . . . . . . . . . Each holder of the Notes will be deemed to have acknowledged,
accepted, consented and agreed that, for a period of 30 days from thetime the Prime Minister confirms that any measures (tokutei dai nigo
sochi) set forth in Article 126-2, Paragraph 1, Item 2 of the Deposit
Insurance Act of Japan (Act No. 34 of 1971, as amended), or the
Deposit Insurance Act, (or any successor provision thereto) need to be
applied to the Company, the ability of holders of the Notes and thetrustee to enforce the rights under the Indenture and the Notes shall be
subject to the limitations on the right to obtain attachment against theCompany’s assets set forth in Article 126-16 of the Deposit Insurance
Act (or any successor provision thereto).
Agreement with respect to certaintransfers of business under specified
circumstances . . . . . . . . . . . . . . . . . . . Each holder of the Notes will be deemed to have acknowledged,
accepted, consented and agreed that the Indenture will not limit any
sales, assignments, transfers or conveyances of business made withthe permission of a Japanese court in accordance with Article 126-13of the Deposit Insurance Act (or any successor provision thereto),including any such sales, assignments, transfers or conveyances madepursuant to the authority of the Deposit Insurance Corporation torepresent and manage and dispose of the Company’s assets under
Article 126-5 of the Deposit Insurance Act (or any successor

S-GEN-2

provision thereto) with the permission of a Japanese court inaccordance with Article 126-13 of the Deposit Insurance Act (or any
successor provision thereto), which permission may be granted by aJapanese court in accordance therewith if (i) the Company is under
special supervision by, or under special control of, the Deposit
Insurance Corporation pursuant to the Deposit Insurance Act, and (ii)the Company’s liabilities exceed, or are likely to exceed, its assets, or
the Company has suspended, or is likely to suspend, payment of its
obligations.
Limited right of set-off . . . . . . . . . . . . . . Each holder of the Notes will agree, by the acceptance of any interestin a debt security, that, if (a) the Company shall institute proceedings
seeking adjudication of its bankruptcy or seeking reorganization
under the Bankruptcy Law, the Civil Rehabilitation Law, theCorporate Reorganization Law, the Company Law or any othersimilar applicable law of Japan, and so long as such proceedings shallhave continued, or a decree or order by any court having jurisdiction
shall have been issued adjudging the Company 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) the Company’s liabilities exceed, or may exceed,
its assets, or the Company suspends, or may suspend, repayment of its
obligations, the holders of the Notes shall not be entitled to exercise
any right to set off any of the Company’s liabilities under the Notes
against any liabilities of the relevant holder owed to the Company.
Settlement . . . . . . . . . . . . . . . . . . . . . . . . The Notes will initially be issued to investors only in book-entry form,
and will be cleared and settled through DTC (and its participants,
including Euroclear and Clearstream, Luxembourg). Fully-registeredglobal notes, or the Global Notes, without coupons, representing thetotal aggregate principal amount of Notes of each series will be issued
and registered in the name of a nominee for DTC, securities depositary
for the Notes. Beneficial interests in the Global Notes may be held only
through DTC (or any successor clearing system that holds the Global
Notes) and its participants, including Euroclear and Clearstream,
Luxembourg. Unless and until the Notes in definitive certificated form,
or definitive Notes, are issued, the only holder of the Notes will be thenominee of DTC, or the nominee of a successor depositary. Except as
described in the accompanying prospectus, a beneficial owner of any
interest in a Global Note will not be entitled to receive physicaldelivery of definitive 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 Notes will be, and the Indenture related thereto is, governed by,
and construed in accordance with, the laws of the State of New York.

S-GEN-3

Listing and trading . . . . . . . . . . . . . . . . . We have made an application to the Luxembourg Stock Exchange tolist the Notes on the official list of the Luxembourg Stock Exchange
and for the Notes to be admitted to trading on the Luxembourg Stock
Exchange’s Euro MTF Market.
Trustee, paying agent and registrar . . . . . The Bank of New York Mellon.
Delivery of the Notes . . . . . . . . . . . . . . . Delivery of the Notes is expected on or about September 11, 2018.
Conflicts of interest . . . . . . . . . . . . . . . . . As a result of our beneficially owning more than 10% of the common
equity of MUFG Securities Americas Inc. and Morgan Stanley, theparent company of Morgan Stanley & Co. LLC, each an underwriter,a “conflict of interest” exists within the meaning of Rule 5121 of the
Financial Industry Regulatory Authority, or FINRA Rule 5121,
between us and these underwriters. Accordingly, this offering is being
made in compliance with the requirements of FINRA Rule 5121.
Because the Notes to be offered will be rated investment grade,pursuant to FINRA Rule 5121, the appointment of a qualified
independent underwriter is not necessary. See “Underwriting(Conflicts of Interest).”S-GEN-4

USE OF PROCEEDSThe net proceeds from the sale of the Notes are estimated to be approximately $2,991 million after
deduction of the underwriting compensation and the estimated expenses payable by us in connection with theoffer and sale of the Notes and excluding accrued interest from (and including) July 26, 2018 to (but excluding)the issue date which will be paid by purchasers of the 5-year floating rate notes and the 5-year fixed rate notes.
We intend to use the net proceeds from the sale of the Notes to fund the operations of the Bank through loans.
See “Risk Factors—Risks Related to the Senior Debt Securities—The senior debt securities will be structurally
subordinated to the liabilities of MUFG’s subsidiaries, including BTMU and MUTB.” in the accompanying
prospectus.

SP-1

CAPITALIZATION AND INDEBTEDNESSThe table below sets forth our capitalization and indebtedness as of March 31, 2018:•

on an actual basis, and•on an as adjusted basis to give effect to the offering of the Notes.
At March 31, 2018(9)ActualAs Adjusted(in millions)

Total short-term borrowings(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥39,024,637¥39,024,637

Long-term debt:
Obligations under capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Obligation under sale-and-lease back transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsubordinated debt(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subordinated debt(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Obligations under loan securitization transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes offered hereby . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt issuance cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18,714
41,892
21,497,003
4,853,024
672,612—(13,689)

18,714
41,892
21,497,003
4,853,024
672,612
337,009(15,139)(10)

Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27,069,556

27,405,115

Shareholders’ equity:
Capital stock, with no stated value (common stock authorized: 33,000,000,000 shares;
common stock issued: 13,900,028,020 shares)(4)(5)(6)(7) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings:(8)Appropriated for legal reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unappropriated retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income, net of taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock, at cost: 737,772,882 common shares(5)(6)(7) . . . . . . . . . . . . . . . . . . . . . . . . . .

2,090,270
5,740,165

2,090,270
5,740,165

239,571
4,945,733
2,477,315(522,872)

239,571
4,945,733
2,477,315(522,872)

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

14,970,182

14,970,182

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

675,633

675,633

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

15,645,815

15,645,815

Total capitalization and indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥42,715,371¥43,050,930

Notes:(1) Total short-term borrowings consists of call money and funds purchased, payables under repurchase agreements, payables under
securities lending transactions, due to trust account and other short-term borrowings.
(2) MUFG, the Bank, the Trust Bank and the Securities HD, which are MUFG’s most active subsidiaries with respect to the issuance of bonds
and the borrowing of loans, issued ¥829.1 billion aggregate principal amount of unsubordinated bonds and obtained ¥137.7 billion
aggregate principal amount of unsubordinated loans between April 1, 2018 and July 31, 2018. During the same period, the Bank, the Trust
Bank and the Securities HD redeemed ¥220.9 billion aggregate principal amount of unsubordinated bonds and repaid ¥4.7 billion
aggregate principal amount of unsubordinated loans. On August 10, 2018, the Securities HD redeemed ¥25.0 billion aggregate principal
amount of unsubordinated bonds.
(3) MUFG issued ¥150.0 billion aggregate principal amount of subordinated bonds between April 1, 2018 and July 31, 2018. During thesame period, the Bank repaid ¥16.0 billion aggregate principal amount of subordinated loans.
(4) All of the issued common shares are fully paid.
(5) Between April 1, 2018 and July 31, 2018, MUFG repurchased 11,683 shares of its common stock upon request of holders of less than
one unit of shares, and MUFG delivered 362 shares of its common stock upon request of any holder of less than one unit of shares tomake such holder’s holding one full unit of shares.
(6) During May and June 2018, MUFG repurchased 72,420,700 shares of its common stock for ¥49,999,969,714 under a share repurchaseprogram that was adopted by MUFG’s board of directors on May 15, 2018. MUFG cancelled all of the repurchased shares on July 20,
2018.

SP-2

(7)

In May 2018, 13,049,600 shares of MUFG common stock were purchased on the open market for one of the board incentive plan trusts
established for our performance-based stock compensation plans in Japan. The shares purchased for and held in the trusts are treated astreasury shares.
(8) In June 2018, MUFG paid cash dividends of ¥10 per share of its common stock, totaling ¥131.9 billion, to the shareholders of record asof March 31, 2018.
(9) The following foreign currency exchange rates as of March 31, 2018 are used in the table and the notes to the table: ¥112.19 =U.S.$1.00; ¥85.84 = AU$1.00; ¥119.79 = €1.00.
(10) Includes ¥1,450 million of estimated debt issuance cost relating to the Notes based on the underwriting compensation and the estimatedexpenses payable by MUFG in connection with the offer and sale of the Notes.

Except as described in the notes above and for the effect of net income earned since April 1, 2018, there has
been no material change in our capitalization and indebtedness since March 31, 2018.

SP-3

TAXATION
The following summaries are not intended as a complete analysis of the tax consequences under Japaneseor United States federal income tax laws as a result of the purchase, ownership and sale of the Notes byinvestors. Potential investors should consult with their own tax advisers on the tax consequences of the purchase,ownership, sale, and other relevant circumstances concerning the Notes, including specifically the applicable tax
consequences under Japanese or United States federal income tax laws, the law of the jurisdiction of theircountry of residence (if relevant) and any tax treaty between Japan and their country of residence.
Japanese Taxation
The following is a general description of certain Japanese tax aspects of the Notes and does not purport tobe a comprehensive description of the tax aspects of the Notes. Prospective purchasers should note that,
although the general tax information on Japanese taxation is described hereunder for convenience, thestatements below are general in nature and not exhaustive. Prospective purchasers are advised to consult theirown legal, tax, accountancy or other professional advisors in order to ascertain their particular circumstances
regarding taxation.
The statements below are based on current tax laws and regulations in Japan and current tax treaties
executed by Japan all as in effect on the date hereof and all of which are subject to change or differinginterpretations (possibly with retroactive effect). Neither such statements nor any other statements in thisdocument are to be regarded as advice on the tax position of any beneficial owner of the Notes or any personpurchasing, selling or otherwise dealing in the Notes or any tax implication arising from the purchase, sale orother dealings in respect of the Notes.
The Notes
The Notes do not fall under the concept of so-called “taxable linked notes” as described in Article 6,
Paragraph 4 of the Special Taxation Measures Act, i.e., notes of which the amount of interest is to be calculated
by reference to certain indexes (as prescribed by the Cabinet Order under the Special Taxation Measures Act)
relating to the Company or a specially-related person of the Company.
Capital Gains, Stamp Tax and Other Similar Taxes, Inheritance and Gift Taxes
Gains derived from the sale of Notes outside Japan by an individual non-resident of Japan or a non-Japanese
corporation having no permanent establishment within Japan are, in general, not subject to Japanese income tax
or corporate tax.
No stamp, issue, registration or similar taxes or duties will, under current Japanese law, be payable in Japanby holders of the Notes in connection with the issue of the Notes, nor will such taxes be payable by holders of theNotes in connection with their transfer if such transfer takes place outside Japan.
Japanese inheritance tax or gift tax at progressive rates may be payable by an individual, wherever resident,
who has acquired Notes from another individual as legatee, heir or donee.
Representation by Investor upon Distribution of Notes
BY SUBSCRIBING FOR THE NOTES, AN INVESTOR WILL BE DEEMED TO HAVEREPRESENTED THAT IT IS A PERSON WHO FALLS INTO THE CATEGORY OF (i) OR (ii) BELOW. The
Notes are not, as part of the distribution under the applicable underwriting agreement by the underwriters at any
time, to be directly or indirectly offered or sold to, or for the benefit of, any person other than a beneficial ownerthat 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 the Company (as defined below) or (ii) a Designated Financial Institution (as defined below), except as
specifically permitted under the Special Taxation Measures Act.
SP-4

Interest and Redemption Gain or Redemption Loss on Notes
The following description of Japanese taxation (limited to national taxes) applies exclusively to interest on
the Notes and the redemption gain or the redemption loss, meaning positive or negative any difference between
the acquisition price of the interest-bearing Notes of the holder and the amount which the holder receives upon
redemption of such interest-bearing Notes (the “Redemption Gain” or the “Redemption Loss”, as the case maybe), where such Notes are issued by the Company outside Japan and payable outside Japan. In addition, thefollowing description assumes that only global notes are issued for the Notes, and no definitive bonds andcoupons that are independently traded are issued, in which case different tax consequences may apply. It is notintended to be exhaustive and prospective purchasers are recommended to consult their tax advisers as to their
exact tax position.
1.

Non-resident Investors

If the recipient of interest on the Notes or of the Redemption Gain with respect to interest-bearing Notes is
an individual non-resident of Japan or a non-Japanese corporation for Japanese tax purposes, as described below,
the Japanese tax consequences for such individual non-resident of Japan or non-Japanese corporation are
significantly different depending upon whether such individual non-resident of Japan or non-Japanese
corporation is a specially-related person of the Company (as defined below). Most importantly, if such individual
non-resident of Japan or non-Japanese corporation is a specially-related person of the Company (as defined
below), income tax at the rate of 15.315% of the amount of such interest will be withheld by the Company underJapanese tax law.
1.1. Interest(1) If the recipient of interest on the Notes is an individual non-resident of Japan or a non-Japanese
corporation having no permanent establishment within Japan or having a permanent establishment
within Japan but where the receipt of the interest on the Notes is not attributable to the business of suchindividual non-resident of Japan or non-Japanese corporation carried on within Japan through suchpermanent establishment, no Japanese income tax or corporate tax is payable with respect to suchinterest whether by way of withholding or otherwise, if certain requirements are complied with, inter
alia:
(i)

if the relevant Notes are held through a participant in an international clearing organization suchas DTC or a financial intermediary prescribed by the Special Taxation Measures Act and therelevant cabinet order thereunder (the “Cabinet Order,” together with the Special Taxation
Measures Act and the ministerial ordinance and other regulations thereunder, the “Act”) (each, a“Participant”), the requirement that such recipient provide, at the time of entrusting a Participant
with the custody of the relevant Notes, certain information prescribed by the Act to enable theParticipant to establish that the recipient is exempt from the requirement for Japanese tax to be
withheld or deducted (the “Interest Recipient Information”), and advise the Participant if suchindividual non-resident of Japan or non-Japanese corporation ceases to be so exempted (including
the case where it became a specially-related person of the Company (as defined below)), and that
the Company prepare and file a certain confirmation prescribed by the Act (an “Interest Recipient
Confirmation”) with the competent local tax office in a timely manner based upon the Interest
Recipient Information communicated through the Participant and the relevant international
clearing organization; and(ii) if the relevant Notes are not held by a Participant, the requirement that such recipient submit to therelevant paying agent a written application for tax exemption (Hikazei Tekiyo Shinkokusho) (the“Written Application for Tax Exemption”), together with certain documentary evidence, and that
the Company file the Written Application for Tax Exemption so received with the competent local
tax office in a timely manner.
SP-5

Failure to comply with such requirements described above (including the case where the Interest
Recipient Information is not duly communicated as required under the Act) will result in thewithholding by the Company of income tax at the rate of 15.315% of the amount of such interest.
(2) If the recipient of interest on the Notes is an individual non-resident of Japan or a non-Japanese
corporation having a permanent establishment within Japan and the receipt of interest is carried onwithin Japan through such permanent establishment, such interest will not be subject to a 15.315%
withholding tax by the Company, if the requirements concerning the Interest Recipient Information andthe Interest Recipient Confirmation or the Written Application for Tax Exemption as set out inparagraph 1.1(1) above are complied with. Failure to do so will result in the withholding by theCompany of income tax at the rate of 15.315% of the amount of such interest. The amount of suchinterest will be subject to regular income tax or corporate tax, as appropriate.
(3) Notwithstanding paragraphs 1.1(1) and (2) above, if an individual non-resident of Japan or a
non-Japanese corporation mentioned above is a person who has a special relationship with theCompany (that is, in general terms, a person who directly or indirectly controls or is directly or
indirectly controlled by, or is under direct or indirect common control with, the Company) within themeaning prescribed by the Cabinet Order under Article 6, Paragraph 4 of the Special Taxation
Measures Act (such person is referred to as a “specially-related person of the Company”) as of the
beginning of the fiscal year of the Company in which the relevant interest payment date falls, theexemption from Japanese withholding tax on interest mentioned above will not apply, and income tax
at the rate of 15.315% of the amount of such interest will be withheld by the Company. If suchindividual non-resident of Japan or non-Japanese corporation has a permanent establishment within
Japan, regular income tax or corporate tax, as appropriate, collected otherwise by way of withholding,
could apply to such interest under Japanese tax law.
(4) If an individual non-resident of Japan or a non-Japanese corporation (regardless of whether it is a
specially-related person of the Company) is subject to Japanese withholding tax with respect to intereston the Notes under Japanese tax law, a reduced rate of withholding tax or exemption from suchwithholding tax may be available under the relevant income tax treaty between Japan and the countryof tax residence of such individual non-resident of Japan or non-Japanese corporation. As of the date ofthis document, Japan has income tax treaties, conventions or agreements whereby the above-mentioned
withholding tax rate is reduced, generally to 10% with, inter alia, Australia, Austria, Belgium, Canada,
Denmark, Finland, France, Hong Kong, Ireland, Italy, Luxembourg, the Netherlands, New Zealand,
Norway, Portugal, Singapore, Spain, Switzerland and the United States of America. Under the tax
treaties between Japan and the United Kingdom, Germany or Sweden, interest paid to qualified United
Kingdom, German or Swedish residents is generally exempt from Japanese withholding tax. Japan has
also signed amendments to the existing tax treaties with the United States of America, Austria andDenmark generally exempting interest from Japanese withholding tax; however, these amendments
have not yet entered into force. Under the current income tax treaty between Japan and the UnitedStates of America, certain limited categories of qualified United States residents receiving interest on
the Notes may, subject to compliance with certain procedural requirements under Japanese law, befully exempt from Japanese withholding tax for interest on the Notes. Under the income tax treaties
with France, Australia, the Netherlands and Switzerland, similar exemptions to those provided in thecurrent income tax treaty between Japan and the United States of America will be available (provided
that no exemption will apply to pension funds in the case of Australia). In order to enjoy such reduced
rate of, or exemption from, Japanese withholding tax under any applicable income tax treaty, individual
non-residents of Japan or non-Japanese corporations which are entitled, under any applicable income
tax treaty, to a reduced rate of, or exemption from, Japanese withholding tax on payment of interest by
the Company are required to submit an Application Form for Income Tax Convention regarding Relief
from Japanese Income Tax and Special Income Tax for Reconstruction on Interest (as well as any otherrequired forms and documents) in advance through the Company to the relevant tax authority before
payment of interest.
SP-6

(5) Under the Act, (a) if an individual non-resident of Japan or a non-Japanese corporation that is abeneficial owner of the Notes becomes a specially-related person of the Company, or an individual
non-resident of Japan or a non-Japanese corporation that is a specially-related person of the Company
becomes a beneficial owner of the Notes, and (b) if such Notes are held through a Participant, thensuch individual non-resident of Japan or non- Japanese corporation should notify the Participant ofsuch change in status by the immediately following interest payment date of the Notes. As described inparagraph 1.1(3) above, as the status of such individual non-resident of Japan or non-Japanese
corporation as a specially-related person of the Company for Japanese withholding tax purposes isdetermined based on the status as of the beginning of the fiscal year of the Company in which therelevant interest payment date falls, such individual non-resident of Japan or non-Japanese corporation
should, by such notification, identify and advise the Participant of the specific interest payment date on
which Japanese withholding tax starts to apply with respect to such individual non-resident of Japan or
non-Japanese corporation as being a specially-related person of the Company.
1.2. Redemption Gain or Redemption Loss
(1) If the recipient of the Redemption Gain is an individual non-resident of Japan or a non-Japanese
corporation having no permanent establishment within Japan or having a permanent establishment
within Japan but where the receipt of such Redemption Gain is not attributable to the business of suchindividual non-resident of Japan or non-Japanese corporation carried on within Japan through suchpermanent establishment, no income tax or corporate tax is payable by way of withholding orotherwise with respect to such Redemption Gain. If there is any Redemption Loss, such Redemption
Loss will be disregarded for purposes of regular income tax or corporate tax, as appropriate, of therecipient.
(2) If the recipient of the Redemption Gain is an individual non-resident of Japan or a non-Japanese
corporation having a permanent establishment within Japan and the receipt of such Redemption Gain is
attributable to the business of such individual non-resident of Japan or non-Japanese corporation
carried on within Japan through such permanent establishment, such Redemption Gain will not be
subject to any withholding tax but will be subject to regular income tax or corporate tax, as appropriate.
If there is any Redemption Loss, such Redemption Loss may be taken into account in computing the
net taxable income, if any, for purposes of regular income tax or corporate tax, as appropriate, of therecipient.
(3) Notwithstanding paragraphs 1.2(1) and (2) above, if an individual non-resident of Japan or a
non-Japanese corporation mentioned above is a specially-related person of the Company as of the
beginning of the fiscal year of the Company in which such individual non-resident of Japan or
non-Japanese corporation acquired such Notes, the Redemption Gain will not be subject to withholding
tax but will be subject to regular income tax or corporate tax, as appropriate, under Japanese tax law,regardless of whether such individual non-resident of Japan or non-Japanese corporation has apermanent establishment within Japan, provided that exemption may be available under the relevant
income tax treaty. If there is any Redemption Loss, such Redemption Loss may be taken into accountin computing the net taxable income, if any, for purposes of regular income tax or corporate tax, as
appropriate, of the recipient.
2.

Resident Investors

If the recipient of interest on the Notes is an individual resident of Japan or a Japanese corporation forJapanese tax purposes, as described below, regardless of whether such recipient is a specially-related person of
the Company, in addition to any applicable local tax, income tax will be withheld at the rate of 15.315% of theamount of such interest, if such interest is paid to an individual resident of Japan or a Japanese corporation(except for (i) a Designated Financial Institution (as defined below) which complies with the requirement for tax
exemption under Article 6, Paragraph 9 of the Special Taxation Measures Act or (ii) a Public Corporation (asdefined below) or a Specified Financial Institution (as defined below) to which such interest is paid through theSP-7

Japanese Custodian (as defined below) in compliance with the requirement for tax exemption under Article 3-3,
Paragraph 6 of the Special Taxation Measures Act.) In addition to the withholding tax consequences uponresident investors as explained in this section 2, resident investors should consult their own tax advisors
regarding their regular income tax or corporate tax consequences other than by way of withholding, including thetreatment of the Redemption Loss, bearing in mind, especially for individual residents of Japan, the change to thetaxation regime of Notes that took effect on January 1, 2016.
2.1. Interest(1) If an individual resident of Japan or a Japanese corporation (other than a Specified Financial Institution(as defined below) or a Public Corporation (as defined below), who complies with the requirement as
referred to in paragraph 2.1(2) below) receives payments of interest on the Notes through certain
Japanese payment handling agents as defined in Article 2-2, Paragraph 2 of the Cabinet Order (each a“Japanese Payment Handling Agent”), income tax at the rate of 15.315% of the amount of such interest
will be withheld by the Japanese Payment Handling Agent rather than by the Company. As theCompany is not in a position to know in advance the recipient’s status, the recipient of interest fallingwithin this category should inform the Company through a paying agent of its status in a timely
manner. Failure to so inform may result in double withholding.
(2) If the recipient of interest on the Notes is a Japanese public corporation or a Japanese public-interest
corporation designated by the relevant law (kokyohojin tou) (a “Public Corporation”) or a Japanesebank, a Japanese insurance company, a Japanese financial instruments business operator or otherJapanese financial institution falling under certain categories prescribed by the relevant Cabinet Orderunder Article 3-3, Paragraph 6 of the Special Taxation Measures Act (each, a “Specified Financial
Institution”) that keeps its Notes deposited with, and receives the interest through, a Japanese Payment
Handling Agent with custody of the Notes (the “Japanese Custodian”) and such recipient submits
through such Japanese Custodian to the competent tax authority the report prescribed by the Act, no
withholding tax is levied on such interest. However, since the Company is not in a position to know inadvance the recipient’s tax exemption status, the recipient of interest falling within this category should
inform the Company through a paying agent of its status in a timely manner. Failure to so notify theCompany may result in the withholding by the Company of a 15.315% income tax.
(3) If an individual resident of Japan or a Japanese corporation (except for a Designated Financial
Institution (as defined below) which complies with the requirements described in paragraph 2.1(4)below) receives interest on the Notes not through a Japanese Payment Handling Agent, income tax at
the rate of 15.315% of the amount of such interest will be withheld by the Company.
(4) If a Japanese bank, Japanese insurance company, Japanese financial instruments business operator orother Japanese financial institution falling under certain categories prescribed by the Cabinet Orderunder Article 6, Paragraph 9 of the Special Taxation Measures Act (each, a “Designated Financial
Institution”) receives interest on the Notes not through a Japanese Payment Handling Agent and therequirements concerning the Interest Recipient Information and the Interest Recipient Confirmation or
the Written Application for Tax Exemption as referred to in paragraph 1.1(1) above are complied with,no withholding tax will be imposed.
2.2. Redemption Gain
If the recipient of the Redemption Gain is an individual resident of Japan or a Japanese corporation, such
Redemption Gain will not be subject to any withholding tax.
3.

Special Additional Tax for Reconstruction From the Great East Japan Earthquake

Due to the imposition of a special additional withholding tax of 0.315% (or 2.1% of 15%) to secure funds
for reconstruction from the Great East Japan Earthquake, the withholding tax rate has been effectively increased
SP-8

to 15.315% during the period beginning on January 1, 2013 and ending on December 31, 2037. On or afterJanuary 1, 2038, all references to the tax rate of 15.315% in the foregoing descriptions will read 15%. There will
also be certain special additional tax imposed upon regular income tax due other than by way of withholding forindividual non-residents of Japan, as referred to in the foregoing descriptions, for the period described above.
U.S. Taxation
The following sets forth the material U.S. federal income tax consequences of the acquisition, ownershipand disposition of the Notes. Except as provided in “Potential FATCA Withholding After 2018” below, this
discussion applies only to U.S. holders, as defined below. This summary is based upon U.S. federal income tax
laws, including the U.S. Internal Revenue Code of 1986, as amended, or the Code, its legislative history, existingand proposed Treasury Regulations under the Code, published rulings and court decisions, and the Convention
between the United States of America and Japan for the Avoidance of Double Taxation and the Prevention of
Fiscal Evasion with respect to Taxes on Income, or the Tax Convention. All of the preceding authorities are
subject to change, possibly with retroactive effect, which may result in U.S. federal income tax consequences
different from those discussed below. We have not requested, and will not request, a ruling from the Internal
Revenue Service, or the IRS, with respect to any of the U.S. federal income tax consequences described below.
As a result, there can be no assurance that the IRS or a court considering these issues will not disagree with orchallenge any of the conclusions we have reached and describe below.
The following summary is not a complete analysis or description of all potential U.S. federal income tax
consequences to a particular U.S. holder. It does not address all U.S. federal income tax considerations that might
be relevant to all categories of potential purchasers, certain of which (such as banks or other financial
institutions, regulated investment companies, real estate investment trusts, insurance companies, dealers ortraders in securities, tax-exempt entities, non-U.S. persons, persons holding the Notes as part of a “straddle,”“hedge,” conversion or other integrated transaction, holders whose “functional currency” is not the U.S. dollar,
partnerships or other pass-through entities for U.S. federal income tax purposes or persons holding the Notes
through a partnership or other pass-through entity, U.S. expatriates, and holders liable for alternative minimumtax) are subject to special tax treatment. This summary does not address estate and gift tax consequences or any
non-U.S., state or local tax consequences of owning the Notes. In addition, this summary applies only toinvestors that acquire any series of the Notes pursuant to this offering at their initial offering price. This summary
assumes that investors will hold the Notes as capital assets within the meaning of Section 1221 of the Code.
On December 22, 2017, Public Law Number 115-97, known as the Tax Cuts and Jobs Act (the “TCJA”),
was enacted. The TCJA significantly amends the Code and includes, among other things, a provision that will
require certain accrual basis taxpayers to report income with respect to the Notes no later than when such income
is reported on an “applicable financial statement.” The discussion below does not address this requirement, andinvestors that may be affected are urged to consult their own tax advisors concerning the particular U.S. federal
income tax consequences to them of an investment in the Notes.
As used herein, a “U.S. holder” means a beneficial owner of a Note that is, for U.S. federal income tax
purposes, any of the following:•

an individual who is a citizen or a resident alien of the United States as determined for U.S. federal
income tax purposes;•a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created ororganized in or under the laws of the United States, any state thereof or the District of Columbia;•

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or•a trust (A) the administration of which is subject to the primary supervision of a court within the UnitedStates and with respect to which one or more U.S. persons have the authority to control all substantial
decisions of the trust or (B) that has a valid election in effect under applicable U.S. Treasury
Regulations to be treated as a U.S. person.
SP-9

If a partnership (or other pass-through entity for U.S. federal income tax purposes) holds the Notes, the tax
treatment of a partner in or owner of the partnership or pass-through entity will generally depend upon the statusof the partner or owner and the activities of the entity. A partner in or owner of a partnership or other passthrough entity that is considering holding the Notes should consult its own tax advisor regarding the tax
consequences of acquiring, owning and disposing of the Notes.
The following discussion is for general information only and is not intended to be, nor should it beconstrued to be, legal or tax advice to any holder or prospective holder of the Notes, and no opinion or
representation with respect to the U.S. federal income tax consequences to any such holder or prospective holder
is given.
U.S. holders should consult their own tax advisors concerning the application of the following rules to their
particular situations, as well as the estate and gift tax consequences and the tax consequences to them under thelaws of any other taxing jurisdiction.
Qualified Reopening. Pursuant to applicable Treasury Regulations, we intend to treat the 5-year floating rate
notes and the 5-year fixed rate notes offered hereunder as each issued, for U.S. federal income tax purposes, in a“qualified reopening” of the existing 5-year floating rate notes and the existing 5-year fixed rate notes,
respectively, both of which were issued on July 26, 2018. Debt instruments issued in a “qualified reopening” aredeemed to be part of the same issuance as the corresponding original debt instruments. Accordingly, if eachissuance is treated as a “qualified reopening”, the 5-year floating rate notes and the 5-year fixed rate notes
offered hereunder will be considered to have the same issue date and the same issue price as the corresponding
existing notes referenced above and will be fungible with such notes for all U.S. federal income tax purposes.
The remainder of this discussion assumes that the 5-year floating rate notes and the 5-year fixed rate notes
offered hereunder will be treated as part of the same issue as the corresponding existing notes referenced above.
Certain Additional Amounts. As described under “Description of the Senior Debt Securities—Payment of
Additional Amounts” in the accompanying prospectus, we may be obligated to pay amounts in excess of thestated interest or principal on the Notes in certain circumstances. These potential payments may implicate theprovisions of Treasury Regulations relating to “contingent payment debt instruments.” According to theapplicable Treasury Regulations, certain contingencies will not cause a debt instrument to be treated as acontingent payment debt instrument if such contingencies, as of the date of issuance, are remote or incidental.
We intend to take the position that the payment of additional amounts is remote, and do not intend to treat theNotes as contingent payment debt instruments. Our position that such contingency is remote is binding on aholder of the Notes unless such holder discloses its contrary position in the manner required by applicable
Treasury Regulations. Our position is not, however, binding on the IRS, and if the IRS were successfully tochallenge this position, a holder might be required to accrue interest income at a rate higher than the statedinterest rate on the Notes, and to treat as ordinary interest income any gain realized on the taxable disposition of
the Notes. The remainder of this discussion assumes that the Notes will not be treated as contingent payment debt
instruments. Holders should consult their own tax advisors regarding the possible application of the contingent
payment debt instrument rules to the Notes.
Payments of Stated Interest. Qualified stated interest, or QSI, paid on the Notes will generally be taxable toa U.S. holder as ordinary income at the time it is received or accrued, in accordance with such U.S. holder’sregular method of accounting for U.S. federal income tax purposes. In general, interest on a fixed rate note
(excluding any amounts attributable to pre-issuance accrued interest as described below) is treated as QSI if it ispayable at a single fixed rate and is unconditionally payable in cash or in property (other than our own debt
instruments) at least annually. In general, interest on a floating rate note is treated as QSI if (1) the issue price ofthe floating rate note does not exceed the original stated principal amount by more than a specified de minimis
amount, (2) the floating rate note does not provide for any principal payments that are contingent, (3) the interest
compounds or is payable at least annually at current values of (a) one or more qualified floating rates, (b) a single
fixed rate and one or more qualified floating rates, (c) a single objective rate, or (d) a single fixed rate and a
SP-10

single objective rate that is a “qualified inverse floating rate”, and (4) the interest is unconditionally payable incash or in property (other than our own debt instruments) at least annually. We expect interest on each of theNotes to be unconditionally payable in cash at least annually and either payable at a single fixed rate, in the caseof the 5-year fixed rate notes and the 10-year fixed rate notes, or payable at a qualified floating rate, in the case of
the 5-year floating rate notes, and that the 5-year floating rate notes will meet the other requirements set out
above. Therefore, we expect interest on each series of the Notes to be treated as QSI (excluding any amounts
attributable to pre-issuance accrued interest described below).
In addition to QSI on the Notes, a U.S. holder will be required to include in income any additional amounts
and any tax withheld from QSI payments notwithstanding that such withheld tax is not in fact received by such
U.S. holder. With respect to any tax withheld under Japanese law, a U.S. holder may be entitled to deduct or
credit tax withheld at the rate under the Tax Convention, or such other rate as may be applicable, subject toapplicable limitations in the Code, including that the choice to deduct foreign taxes must apply to all of the
U.S. holder’s foreign taxes for a particular year. For foreign tax credit limitation purposes, QSI, including
Japanese taxes withheld therefrom, if any, and additional amounts paid on the Notes, will be income fromsources outside the United States and will, with certain limitations, be treated as “passive category income” or, inthe case of certain U.S. holders, “general category income.” U.S. holders will generally be denied a foreign tax
credit for foreign taxes imposed with respect to the Notes where such holder does not meet a minimum holding
period requirement during which such holder is not protected from risk of loss. The rules governing the foreign
tax credit are complex. U.S. holders are urged to consult their tax advisors regarding the availability of theforeign tax credit under their particular circumstances.
Pre-Issuance Accrued Interest. A portion of the amount paid for the 5-year floating rate notes and the 5-year
fixed rate notes offered pursuant to this offering will be allocable to interest that accrued prior to the date thenotes are purchased (“pre-issuance accrued interest”). We intend to take the position that, on the first interest
payment date for such notes, a portion of the total interest received, in an amount equal to the pre-issuanceaccrued interest from (and including) July 26, 2018 to the date of delivery hereunder, will be treated as a returnof such pre-issuance accrued interest and not as a payment of interest on such notes. In that case, amounts treatedas a return of pre-issuance accrued interest would not be taxable when received by a U.S. holder (as defined
herein). U.S. holders are urged to consult their tax advisors concerning the proper tax treatment of pre-issuanceaccrued interest.
Amortizable Bond Premium. If a U.S. holder acquires Notes for an amount that is greater than the statedprincipal amount of the Notes (excluding any amounts attributable to pre-issuance accrued interest as describedabove), such holder will be considered to have amortizable bond premium equal to such excess. A U.S. holder
may generally elect to amortize bond premium over the remaining term of the Notes using a constant yield
method and to apply this amortized bond premium to offset income from interest payments at the time suchinterest is includible in income under the holder’s regular method of U.S. federal income tax accounting. A
holder who elects to amortize bond premium will be required to reduce its adjusted tax basis in the Notes by theamount of the premium used to offset interest income. This election to amortize bond premium will apply to alldebt instruments (other than debt instruments the interest on which is excludable from gross income) held at the
beginning of the first taxable year to which the election applies or which are acquired thereafter, and isirrevocable without the consent of the IRS. If a U.S. holder does not elect to amortize bond premium, the amountof the premium will represent a portion of such holder’s basis in the Notes and will therefore decrease the gain or
increase the loss that would otherwise be recognized on the disposition of such Notes. U.S. Holders acquiring
Notes for an amount greater than the stated principal amount of the Notes (excluding any amounts attributable topre-issuance accrued interest as described above) are urged to consult their tax advisors concerning the tax
treatment of bond premium and the advisability of any election to amortize such amounts.
Sale, Exchange, Retirement or Other Taxable Disposition. A U.S. holder’s tax basis in a Note will, in
general, be such holder’s cost for that Note (excluding any amounts attributable to pre-issuance accrued interest
as described above). A U.S. holder will generally recognize capital gain or loss on the sale, exchange, retirement
SP-11

or other taxable disposition of the Notes in an amount equal to the difference between the amount realized fromsuch sale, exchange, retirement or other taxable disposition, other than amounts attributable to accrued but
unpaid interest, which (except in the case of pre-issuance accrued interest as described above) will be taxed asordinary income to the extent not previously included in income, and the U.S. holder’s tax basis in such Notes.
Such gain or loss will be long-term capital gain or loss if the holding period for the Notes exceeds one year at thetime of disposition. Long-term capital gain of non-corporate U.S. holders (including individuals) is eligible for
reduced rates of taxation. The ability to deduct capital losses is subject to limitations. For purposes ofdetermining a U.S. holder’s allowable foreign tax credit, gain or loss realized by a U.S. holder will generally be
U.S. source income or loss. Special rules apply in determining the source of other types of loss such as loss
attributable to accrued but unpaid interest, and U.S. holders should consult their tax advisors regarding thetreatment of such items in their particular situations.
Additional Tax on Passive Income. Certain U.S. holders that are individuals, trusts, or estates will be
required to pay a 3.8% tax on, among other things, interest and capital gain from the sale, exchange, retirement orother taxable disposition of the Notes. U.S. holders should consult their own tax advisors regarding theapplication of this tax to their ownership of the Notes.
Information with Respect to Specified Foreign Financial Assets. Certain U.S. holders are required to report
information relating to an interest in the Notes, subject to certain exceptions (including an exception for theNotes held in accounts maintained by certain financial institutions), by attaching a completed IRS Form 8938,
Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold an interestin the Notes. U.S. holders should consult their own tax advisors regarding information reporting requirements
relating to their ownership of the Notes.
Information Reporting and Backup Withholding. Proceeds from the sale, exchange, retirement or othertaxable disposition of the Notes, or payments of interest on the Notes, generally will be subject to information
reporting requirements. Those proceeds or interest payments may also be subject to backup withholding unless
the U.S. holder:•is an exempt recipient, and, when required, demonstrates this fact, or•

provides a correct taxpayer identification number on a properly completed IRS Form W-9 certifyingthat the U.S. holder is not subject to backup withholding, and otherwise complies with applicablerequirements of the backup withholding rules.

Backup withholding is not an additional tax. Any amounts withheld under these rules will be creditableagainst the U.S. holder’s U.S. federal income tax liability or refundable to the extent that they exceed suchliability if the U.S. holder timely provides the required information to the IRS. If a U.S. holder is required to anddoes not provide a correct taxpayer identification number, the U.S. holder may be subject to penalties imposed by
the IRS. All U.S. holders should consult their tax advisors as to their qualification for the exemption from backup
withholding and the procedure for obtaining such an exemption, if available.
Potential FATCA Withholding After 2018. To prevent U.S. tax evasion by U.S. taxpayers, Sections 1471
through 1474 of the Code, such sections commonly referred to as FATCA, encourage foreign financial
institutions to report information about their U.S. account holders (including holders of certain equity or debt
interests) to the IRS. Foreign financial institutions that fail to comply with the withholding and reporting
requirements of FATCA and certain account holders that do not provide sufficient information under therequirements of FATCA will be subject to a 30% withholding tax on certain payments they receive, including“foreign passthru payments.” Because we are treated as a foreign financial institution for purposes of FATCA,
such withholding may be imposed on payments on the Notes (to the extent such payments are considered foreign
passthru payments) to any foreign financial institution (including an intermediary through which a holder may
hold the Notes) that fails to comply with FATCA or any other investor that does not provide information
sufficient to establish that the investor is not subject to withholding under FATCA, unless such foreign financial
institution or investor is otherwise exempt from FATCA.
SP-12

The term “foreign passthru payment” is not currently defined in U.S. Treasury Regulations. Withholding on
foreign passthru payments will not be required with respect to payments made before January 1, 2019, and is notapplicable to debt obligations that are issued before (and not materially modified after) the date that is six months
after the date on which final U.S. Treasury Regulations defining the term “foreign passthru payments” arepublished. Therefore, in the absence of such a material modification of the Notes, the Notes will not be subject toany withholding under FATCA. In addition, the United States has entered into intergovernmental agreements, or
IGAs, with certain non-United States jurisdictions (including Japan) that will modify the FATCA withholding
regime described above. It is not yet clear how the IGAs will address foreign passthru payments and whether
such IGAs may relieve foreign financial institutions of any obligation to withhold on foreign passthru payments.
As discussed above, because the term “foreign passthru payment” is not defined in U.S. Treasury
Regulations, the future application of FATCA withholding tax on foreign passthru payments to holders of theNotes is uncertain. If a holder of the Notes is subject to withholding, there will be no additional amounts payable
by way of compensation to the holder of the Notes for the deducted and withheld amount.
Holders of the Notes should consult their own tax advisors regarding FATCA in light of their particularsituation.
We urge U.S. holders to consult their own tax advisors concerning the U.S. federal, state and local andother tax consequences to them of the purchase, ownership and disposition of the Notes.

SP-13

UNDERWRITING (CONFLICTS OF INTEREST)
We intend to offer the Notes through the underwriters listed below. Morgan Stanley & Co. LLC and
MUFG Securities Americas Inc. are acting as representatives of the underwriters. Subject to the terms andconditions contained in an underwriting agreement dated September 4, 2018 among us and the underwriters, wehave agreed to sell to the underwriters, and the underwriters have severally agreed to purchase from us, theprincipal amount of each series of Notes listed opposite their names below:
5-yearFloating Rate
Notes

Underwriter:

Morgan Stanley & Co. LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 510,000,000
MUFG Securities Americas Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 212,500,000
Citigroup Global Markets Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,750,000
J.P. Morgan Securities LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,750,000
Barclays Capital Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,750,000
HSBC Securities (USA) Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,750,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,750,000
BNP Paribas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,250,000
Crédit Agricole Securities (USA) Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,250,000
Credit Suisse Securities (USA) LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,250,000
Deutsche Bank Securities Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,250,000
Nomura Securities International, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,250,000
Société Générale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,250,000
Wells Fargo Securities, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,250,000

5-yearFixed RateNotes

10-yearFixed Rate
Notes

690,000,000
287,500,000
63,250,000
17,250,000
17,250,000
17,250,000

600,000,000
250,000,000
15,000,000
55,000,000
15,000,000
15,000,000

17,250,000
5,750,000
5,750,000
5,750,000
5,750,000
5,750,000
5,750,000
5,750,000

15,000,000
5,000,000
5,000,000
5,000,000
5,000,000
5,000,000
5,000,000
5,000,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 850,000,000 1,150,000,000 1,000,000,000

The obligations of the underwriters under the underwriting agreement, including their agreement topurchase the Notes from us, are several and not joint and are subject to, among other things, the approval ofcertain legal matters by counsel, including the validity of the Notes, and certain other conditions contained in theunderwriting agreement such as the receipt of officer’s certificate and other conditions. If an underwriterdefaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriter
may be increased or the underwriting agreement may be terminated.
The underwriting agreement states that no sale of Notes may be less than $2,000 in principal amount andthat no Note will be issued in a smaller principal amount. The underwriters may offer and sell the Notes throughcertain of their affiliates.
The underwriters are offering the Notes, subject to prior sale, when, as and if issued to and accepted bythem. The underwriters reserve the right to withdraw, cancel or modify offers to investors and to reject orders inwhole or in part.
In the underwriting agreement, we have agreed to indemnify the underwriters against certain liabilities, or tocontribute to payments the underwriters may be required to make in respect of those liabilities.
Commissions and Discounts
The representatives of the underwriters have advised us that the underwriters propose initially to offer eachseries of the Notes to the public at their respective public offering prices set forth on the cover page of thisprospectus supplement. After the initial offering, the public offering price, concession or any other term of theoffering may be changed.

SP-14

The following are the estimated expenses to be incurred in connection with the offer and sale of the Notes
and payable by us:
Securities and Exchange Commission registration fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Printing expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trustee, registrar, paying agent and calculation agent fees and expenses . . . . . . . . . . . . . . . . . . .
Securities exchange listing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 373,988
27,500546,265436,759
28,0008,542
100

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

$1,421,154

We have agreed to pay for certain legal expenses of the underwriters in connection with this offering.
Restriction on Sale of Securities
During a period beginning the date hereof and ending the closing date of this offering, we will not, without
the prior written consent of the representatives of the underwriters, directly or indirectly, issue, sell, offer orcontract to sell, grant any option for the sale of, or otherwise transfer or dispose of, any other U.S. dollardenominated senior debt securities of ours with a maturity greater than one year or any securities that areconvertible into, or exchangeable for, the Notes or such other U.S. dollar-denominated senior debt securities.
Settlement
We expect that delivery of the Notes will be made to investors against payment therefor on or about
September 11, 2018, which will be the fifth business day following the date of pricing of the Notes (suchsettlement being referred to as “T+5”). Under Rule 15c6-1 under the U.S. Exchange Act, trades in the secondary
market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade Notes prior to the delivery of the Notes hereunder will be required, by
virtue of the fact that the Notes initially settle in T+5, to specify an alternate settlement arrangement at the timeof any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to theirdate of delivery hereunder should consult their advisors.
Distribution RestrictionsJapan
The Notes have not been and will not be registered under the Financial Instruments and Exchange Act andwill be subject to the Special Taxation Measures Act. Accordingly, each of the underwriters severally and notjointly, has represented and agreed that (i) it has not, directly or indirectly, offered or sold and will not, directly
or indirectly, offer or sell any 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 that is a resident of 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; and (ii) it has not, directly or indirectly, offered or sold andwill not, as part of its distribution pursuant to the underwriting agreement dated the date of this prospectus
supplement at any time, directly or indirectly offer or sell any Notes to, or for the benefit of, any person otherthan a beneficial owner that is, (a) for Japanese tax purposes, neither (x) an individual resident of Japan or aJapanese corporation, nor (y) an individual non-resident of Japan or a non-Japanese corporation that in eithercase is a specially-related person of the Company or (b) a Japanese financial institution, designated in Article 6,
Paragraph 9 of the Special Taxation Measures Act. Notwithstanding the restriction set forth in (ii) above,SP-15

pursuant to the Special Taxation Measures Act, MUFG Securities Americas Inc., a specially-related person of theCompany and acting in its capacity as an underwriter, will be permitted to acquire or purchase, as part of the
distribution pursuant to the underwriting agreement dated the date of this prospectus supplement, the remainderof the Notes from any of the other underwriters, where such other underwriter has failed to sell to subsequentpurchasers all of the Notes that it acquired or purchased from MUFG in its capacity as an underwriter.
By subscribing for the Notes, an investor will be deemed to have represented it is a person who falls into thecategory of (a) or (b) above.
CanadaThe Notes may only be offered or sold in the provinces of Ontario and Québec or to or for the benefit of aresident of these provinces pursuant to an exemption from the requirement to file a prospectus in such province
in which such offer or sale is made, and only by a dealer duly registered under the applicable securities laws ofthat province or by a dealer that is relying in that province on the “international dealer” exemption provided bysection 8.18 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations (NI 31-103). Furthermore, the Notes may only be offered or sold to or for the benefit of a resident of
any such province provided that such resident is both an “accredited investor” as defined in National Instrument45-106 Prospectus Exemptions (NI 45-106) and a “permitted client” as defined in NI 31-103.
Each underwriter has represented and agreed that (1) it has not offered or sold and will not offer or sell theNotes other than (i) to residents in the provinces of Ontario and Québec that are both “accredited investors” asdefined in NI 45-106 and “permitted clients” as defined in NI 31-103, and (ii) through a dealer that is either
registered as an investment dealer or exempt market dealer in the relevant Canadian jurisdiction or that is relying
on the “international dealer” exemption under section 8.18 of NI 31-103 in the relevant Canadian jurisdictions,and (2) it has complied and will comply with all applicable provisions of Canadian securities laws with respect toany solicitation, offer or distribution of the Notes to any investor in Canada.
The distribution of the Notes in Canada is being made on a private placement basis only and any resale of
the Notes must be made in accordance with applicable Canadian securities laws, which will vary depending on
the relevant jurisdiction, and which may require resales to be made in accordance with prospectus andregistration requirements or exemptions from the prospectus and registration requirements.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies forrescission or damages if this prospectus supplement (including any amendment hereto) 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.
Under Canadian securities law, National Instrument 33-105 Underwriting Conflicts (NI 33-105) provides
disclosure requirements with respect to potential conflicts of interest between an issuer and underwriters, dealersor placement agents, as the case may be. To the extent any conflict of interest between us and any of theunderwriters (or any other placement agent acting in connection with this offering) may exist in respect of thisoffering, the applicable parties to this offering are relying on the exemption from these disclosure requirements
provided to them by section 3A.3 of NI 33-105 (Exemption based on U.S. disclosure).
We and the underwriters hereby notify prospective Canadian purchasers that: (a) we may be required toprovide personal information pertaining to the purchaser as required to be disclosed in Schedule I ofForm 45-106F1 under NI 45-106 (including its name, address, telephone number and the aggregate purchaseprice of any Notes purchased) (“personal information”), which Form 45-106F1 may be required to be filed by us
under NI 45-106, (b) such personal information may be delivered to the Ontario Securities Commission (theSP-16

“OSC”) in accordance with NI 45-106, (c) such personal information is collected indirectly by the OSC under theauthority granted to it under the securities legislation of Ontario, (d) such personal information is collected forthe purposes of the administration and enforcement of the securities legislation of Ontario, and (e) the public
official in Ontario who can answer questions about the OSC’s indirect collection of such personal information is
the Administrative Support Clerk at the OSC, Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario
M5H 3S8, Telephone: (416) 593-3684. Prospective Canadian purchasers that purchase Notes in this offering will
be deemed to have authorized the indirect collection of the personal information by the OSC, and to haveacknowledged and consented to its name, address, telephone number and other specified information, including
the aggregate purchase price paid by the purchaser, being disclosed to other Canadian securities regulatory
authorities, and to have acknowledged that such information may become available to the public in accordancewith requirements of applicable Canadian laws.
Upon receipt of this prospectus supplement, each Canadian purchaser hereby confirms that it has expressly
requested that all documents evidencing or relating in any way to the sale of the securities described herein(including for greater certainty any purchase confirmation or any notice) be drawn up in the English language
only. Par la réception de ce document, chaque acheteur canadien confirme par les présentes qu’il aexpressément exigéque tous les documents faisant foi ou se rapportant de quelque manière que ce soit a` la ventedes valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou
tout avis) soient rédigés en anglais seulement.
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:(1) 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 Article 4(1) of MiFID II; or(b) a customer within the meaning of the Insurance Mediation Directive, where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or(c) not a qualified investor as defined in the Prospectus Directive; and(2) the expression “offer” includes the communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered so as to enable an investor to decide topurchase or subscribe the Notes.
United Kingdom
Each underwriter has represented and agreed that:•it has only communicated or caused to be communicated and will only communicate or cause to becommunicated an invitation or inducement to engage in investment activity (within the meaning ofSection 21 of the Financial Services and Markets Act 2000, or the FSMA) received by it in connection
with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not
apply to us; and•it has complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

The Netherlands
Each underwriter has represented and agreed that it will not offer, sell, transfer or deliver the Notes in The
Netherlands other than to persons or legal entities which are qualified investors (as defined in the Dutch
SP-17

Financial Supervision Act (Wet op het financieel toezicht) and which includes authorized discretionary asset
managers acting for the account of retail investors under a discretionary investment contract).
Switzerland
This prospectus supplement is not intended to constitute an offer or solicitation to purchase or invest in theNotes described herein. The Notes may not be publicly offered, sold or advertised, directly or indirectly, in, intoor from Switzerland and will not be listed on the SIX Swiss Exchange or on any other trading venue in
Switzerland. Neither this prospectus supplement nor any other offering or marketing material relating to theNotes constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss
Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or
any other trading venue in Switzerland, 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, nor
the Notes 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.
Hong Kong
The contents of this prospectus supplement have not been reviewed by any regulatory authority in HongKong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of thecontents of this prospectus supplement, you should obtain independent professional advice.
Each underwriter has represented, warranted and agreed that (i) it has not offered or sold and will not offer
or sell in Hong Kong, by means of any document, any Notes other than (a) to “professional investors” as definedin the Securities and Futures Ordinance of Hong Kong (Cap. 571), or the SFO, and any rules made under the
SFO, or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, or which do notconstitute an offer or invitation to the public within the meaning of that Ordinance; and (ii) it has not issued or
had in its possession for the purpose of issue, and will not issue or have in its possession for the purposes ofissue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes,
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 of Hong 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” as defined in
the SFO and any rules made under the SFO.
Singapore
This prospectus supplement has not been registered as a prospectus with the Monetary Authority ofSingapore (the “MAS”). Accordingly, the Notes may not be offered or sold, nor may the Notes be the subject of
an invitation for subscription or purchase, nor may this prospectus supplement or any other document or material
in connection with the offer or sale, or invitation for subscription or purchase of the Notes be circulated or
distributed, 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, or (iii) otherwise pursuant
to, and in accordance with the conditions of, any other applicable provision of the SFA.
SP-18

Where the Notes are subscribed or purchased under in 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)) the solebusiness 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 hold investments andeach beneficiary of the trust is an individual who is an accredited investor,
securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest(howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust has
acquired the Notes pursuant to an offer made under Section 275 of the SFA except:(1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any
person arising from an offer 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 32 of the Securities and Futures (Offers of Investments) (Shares andDebentures) Regulation 2005 of Singapore.
Each purchaser of the Notes will be deemed to have made acknowledgements, representations andagreements as described above.
Short Positions
In connection with this offering, the underwriters may purchase and sell the Notes in the open market,
subject to applicable laws and regulations. These transactions may include over-allotment, syndicate coveringtransactions and stabilizing transactions. Over-allotment involves sales of Notes in excess of the principal
amount of Notes to be purchased by the underwriters in this offering, which creates a short position for theunderwriters. Syndicate covering transactions involve purchases of the Notes in the open market after the initial
distribution has been completed in order to cover short positions. Stabilizing transactions consist of certain bids
or purchases of Notes made for the purpose of preventing or retarding a decline in the market price of the Notes
while the offering is in progress. Any of these activities may have the effect of preventing or retarding a decline
in the market price of the Notes. They may also cause the price of the Notes to be higher than the price that
otherwise would exist in the open market in the absence of these transactions. The underwriters may conduct
these transactions in the over-the-counter market or otherwise. If the underwriters commence any of thesetransactions, they may discontinue them at any time.
The underwriters make no representation or prediction as to the direction or magnitude of any effect that thetransactions described above may have on the price of the Notes. In addition, the underwriters have no obligation
to engage in these transactions, and these transactions, once commenced, may be discontinued at any time.
New Issues
The 10-year fixed rate notes are new issues of securities with no established trading market, and the 5-year
fixed rate notes and the 5-year floating rate notes will constitute further issuances of the existing 5-year fixed rate
notes and the existing 5-year floating rate notes, respectively, which, at the time of their issuances, were newissues of securities with no established trading market. Although we have made an application to the
Luxembourg Stock Exchange to list the Notes on the official list of the Luxembourg Stock Exchange and for theNotes to be admitted to trading on the Luxembourg Stock Exchange’s Euro MTF Market, we may be entitled to,
SP-19and may decide to, delist the Notes from the Luxembourg Stock Exchange and seek an alternate listing for theNotes on another securities exchange. Additionally, the underwriters have advised us that they presently intend to
make a market in the Notes after completion of this offering. MUFG Securities Americas Inc. and other brokerdealers may use this prospectus supplement and the accompanying prospectus in connection with such marketmaking 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 in market-making
transactions during certain periods of the year. A liquid or active public trading market for any of the Notes may
not develop, whether on the Luxembourg Stock Exchange’s Euro MTF Market or otherwise. If an active trading
market for the Notes does not develop, the market price and liquidity of the Notes may be adversely affected. Ifsuch Notes are traded, they may trade at a discount from their initial offering prices, depending on the market forsimilar securities, our performance and other factors. See “Risk Factors—Risks Related to the Senior Debt
Securities—There is no established trading market for the Notes and one may not develop” in the accompanying
prospectus, as updated for the purposes of listing the Notes on the Luxembourg Stock Exchange.
Other Relationships; Conflicts of Interest
Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investmentbanking and other commercial dealings in the ordinary course of business with us or our affiliates. They havereceived, or may in the future receive, customary fees and commissions for these transactions.
In addition, in the ordinary course of their business activities, the underwriters and their affiliates may makeor hold a broad array of investments and actively trade debt and equity securities (or related derivative securities)
and financial instruments (including bank loans) for their own account and for the accounts of their customers.
Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. If
any of the underwriters or their affiliates has a lending relationship with us, certain of these underwriters or theiraffiliates may routinely hedge their credit exposure to us consistent with their customary risk management
policies. Typically, these underwriters and their affiliates would hedge such exposure by entering intotransactions which consist of either the purchase of credit default swaps or the creation 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 affiliates may also
make investment recommendations and/or publish or express independent research views in respect of suchsecurities or financial instruments and may hold, or recommend to clients that they acquire, long and/or shortpositions in such securities and instruments.
Our affiliate, MUFG Securities Americas Inc., will participate in the offering as an underwriter. On the
cover page of this prospectus supplement, under the heading “Joint Lead Managers and Joint Bookrunners,” thereference to “MUFG” is to MUFG Securities Americas Inc. Elsewhere in this prospectus supplement, references
to “MUFG” are to Mitsubishi UFJ Financial Group, Inc., or Mitsubishi UFJ Financial Group, Inc. and its
consolidated subsidiaries, as the context requires.
Morgan Stanley & Co. LLC, a subsidiary of Morgan Stanley, will participate in the offering as anunderwriter. We held approximately 24.4% of the voting rights in Morgan Stanley based on the number of sharesof common stock of Morgan Stanley outstanding as of March 31, 2018 as well as Series C Preferred Stock with aface value of approximately $521.4 million and 10% dividend. In addition, we currently have two representatives
on Morgan Stanley’s board of directors. We have adopted the equity method of accounting for our investment inMorgan Stanley. In April 2018, we entered into a sales plan with Morgan Stanley and Morgan Stanley & Co.
LLC, pursuant to which we will sell portions of the shares of Morgan Stanley common stock that we hold toMorgan Stanley through Morgan Stanley & Co. LLC acting as agent for Morgan Stanley to the extent necessary
to ensure that our beneficial ownership will remain below 24.9%.
As part of our strategic alliance with Morgan Stanley, in May 2010, we and Morgan Stanley integrated ourrespective Japanese securities companies by forming two joint venture companies. We contributed the wholesale
SP-20and retail securities businesses conducted in Japan by Mitsubishi UFJ Securities Co., Ltd. into one of the joint
venture entities called MUMSS. Morgan Stanley contributed the investment banking operations conducted inJapan by its formerly wholly owned subsidiary, Morgan Stanley Japan Securities Co., Ltd., or Morgan Stanley
Japan, into MUMSS and contributed the sales and trading and capital markets businesses conducted in Japan by
Morgan Stanley Japan into a second joint venture entity called Morgan Stanley MUFG Securities Co., Ltd., or
MSMS. We hold a 60% economic interest in each of the joint venture companies and Morgan Stanley holds a
40% economic interest in each of the joint venture companies. We hold a 60% voting interest and Morgan
Stanley holds a 40% voting interest in MUMSS, and we hold a 49% voting interest and Morgan Stanley holds a
51% voting interest in MSMS. Our and Morgan Stanley’s economic and voting interests in the joint venturecompanies are held through intermediary holding companies.
On March 20, 2014, certain shares of Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd were transferredamong certain of our consolidated subsidiaries, as a result of which MUMSS holds 75% and the Bank holds 25%of the company. Concurrent with the completion of the transfer, the company changed its name to “Mitsubishi
UFJ Morgan Stanley PB Securities Co., Ltd.” and entered into a new service agreement with Morgan Stanley.
As a result of our beneficially owning more than 10% of the common equity of MUFG Securities Americas
Inc. and Morgan Stanley, the parent company of Morgan Stanley & Co. LLC, each an underwriter, a “conflict ofinterest” exists within the meaning of FINRA Rule 5121, between us and these underwriters. Accordingly, thisoffering is being made in compliance with the requirements of FINRA Rule 5121. Because the Notes to beoffered will be rated investment grade, pursuant to FINRA Rule 5121, the appointment of a qualified
independent underwriter is not necessary. Morgan Stanley & Co. LLC and MUFG Securities Americas Inc. will
not confirm sales of the debt securities to any account over which they exercise discretionary authority without
the prior written approval of the customer.

SP-21

LISTING AND GENERAL INFORMATION
Listing Application
We have made an application to the Luxembourg Stock Exchange to list the Notes on the official list of the
Luxembourg Stock Exchange and for such Notes to be admitted to trading on the Luxembourg Stock Exchange’s
Euro MTF Market.
Documents Available
So long as the Notes are listed on the Luxembourg Stock Exchange and admitted to trading on the
Luxembourg Stock Exchange’s Euro MTF Market, copies of the following documents will, when published, beavailable during usual business hours on any weekday (Saturdays and public holidays excepted), without charge,
from the offices of our Luxembourg listing agent, being Mitsubishi UFJ Investor Services & Banking(Luxembourg) S.A., located at 287-289, route d’Arlon, L-1150 Luxembourg, Grand-Duché de Luxembourg:(i)

Our Articles of Incorporation and our Board of Directors Regulations;(ii)

Our latest audited consolidated annual financial statements, including the audit report in respect
thereof, prepared in accordance with U.S. GAAP, included in our annual report on Form 20-F filedwith the SEC;

(iii) Our latest unaudited condensed consolidated semi-annual financial statements prepared in accordancewith U.S. GAAP, included in our current report on Form 6-K furnished to the SEC;
(iv) English translations of our latest annual and quarterly consolidated financial information prepared inaccordance with Japanese GAAP, included in our current reports on Form 6-K furnished to the SEC;
and(v)

The Indenture.

Authorization
We have obtained all necessary consents, approvals and authorizations in connection with the issuance andperformance of the Notes. The issue of the Notes was duly authorized by a resolution of our board of directors
dated June 25, 2015 and a decision by the President and Group Chief Executive Officer dated March 23, 2018.
No Material Adverse Change
Except as disclosed in this prospectus supplement, the accompanying prospectus or the documents
incorporated by reference herein or therein, there has been no material adverse change in the prospects of us andour subsidiaries taken as a whole since March 31, 2018.
Prescription
Under New York’s statute of limitations, any legal action to enforce MUFG’s payment obligations
evidenced by the Notes must be commenced within six years after payment is due. Thereafter, MUFG’s payment
obligations will generally become unenforceable.
Notices
So long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange sorequire, notices to holders of the Notes will also be published either on the website of the Luxembourg Stock
Exchange (www.bourse.lu) or in a leading newspaper having general circulation in Luxembourg (which is
expected to be Luxemburger Wort).
SP-22

LEGAL MATTERS
Paul, Weiss, Rifkind, Wharton & Garrison LLP, our U.S. counsel, will pass for us upon certain mattersunder U.S. federal law and New York law. The address of Paul, Weiss, Rifkind, Wharton & Garrison LLP is
Fukoku Seimei Building 2F, 2-2, Uchisaiwaicho 2-chome, Chiyoda-ku, Tokyo 100-0011, Japan. Nagashima
Ohno & Tsunematsu, our Japanese counsel, will pass upon certain matters under Japanese laws. The address ofNagashima Ohno & Tsunematsu is JP Tower, 7-2, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-7036, Japan.
Simpson Thacher & Bartlett LLP will pass upon certain matters under U.S. federal law and New York law for theunderwriters. The address of Simpson Thacher & Bartlett LLP is Ark Hills Sengokuyama Mori Tower, 9-10,
Roppongi 1-chome, Minato-ku, Tokyo 106-0032, Japan.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The consolidated financial statements incorporated in this prospectus supplement by reference from ourannual report on Form 20-F for the year ended March 31, 2018, and the effectiveness of our internal control overfinancial reporting have been audited by Deloitte Touche Tohmatsu LLC, an independent registered public
accounting firm, as stated in their reports, which are incorporated herein by reference. Such consolidated
financial statements have been so incorporated in reliance upon the reports of such firm given upon theirauthority as experts in accounting and auditing. The address of Deloitte Touche Tohmatsu LLC is Shinagawa
Intercity, 2-15-3 Konan, Minato-ku, Tokyo 108-6221, Japan.

SP-23

PROSPECTUS

MUFG
Mitsubishi UFJ Financial Group, Inc.
Senior Debt Securities
Mitsubishi UFJ Financial Group, Inc., or MUFG, may offer, from time to time, senior debt
securities.
We will provide the specific terms of the securities, and the manner in which they will be offered,in one or more supplements to this prospectus. You should read this prospectus and theapplicable prospectus supplement carefully before you make a decision to invest.
In a supplement to this prospectus, we will provide the specific terms of the securities we offer.
The prospectus supplement will further describe the manner in which the securities will beoffered and will also contain the names of any underwriters, dealers or agents involved in theoffering of the securities, together with any applicable commissions or discounts. You should
read this prospectus and any prospectus supplement carefully before you make a decision toinvest.
This prospectus may not be used to sell securities unless it is accompanied by a prospectus
supplement.

Investing in the securities involves risks. See the “Risk Factors” section in this prospectus andthe applicable prospectus supplement and in our annual report and other reports
incorporated by reference herein and therein.

Neither the U.S. Securities and Exchange Commission nor any state securities regulators has approved
or disapproved these securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

These securities are not deposits or savings accounts. These securities are not insured by the U.S.
Federal Deposit Insurance Corporation, or the FDIC, or any other governmental agency or
instrumentality.
The date of this prospectus is February 10, 2016.

TABLE OF CONTENTS
Page
About This Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mitsubishi UFJ Financial Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain ERISA and Other Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Where You Can Obtain More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Limitation on Enforcement of U.S. Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Annex A: Unaudited Reverse Reconciliation of Selected Financial Information . . . . . . . . . . . . . . . . . . . . .

2

3
4
5
6
12
13
14
19
20
37
46
48
50
50
50
50
51
A-1

ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange
Commission, or SEC, using the “shelf” registration process. Under the shelf registration process, we may sell any
combination of, or multiple tranches of, the securities described in this prospectus from time to time in the future
in one or more offerings.
This prospectus provides you with a general description of the securities that can be offered. Each time
securities are offered under this prospectus, we will provide prospective investors with a prospectus supplementthat will contain specific information about the terms of the securities. The prospectus supplement may also add
to or 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
Obtain More Information.”
You should rely only on the information provided or incorporated by reference in this prospectus or any
prospectus supplement. We have not authorized anyone to provide you with different or additional information.
You should not assume that the information in this prospectus or any prospectus supplement, or in any document
incorporated by reference, is accurate as of any date after its respective date.

As used in this prospectus and any prospectus supplement, the terms “MUFG,” “we,” the “Company” andthe “Group” generally refer to Mitsubishi UFJ Financial Group, Inc. and its consolidated subsidiaries but, fromtime to time as the context requires, refers to Mitsubishi UFJ Financial Group, Inc. as an individual legal entity.
In this prospectus and any prospectus supplement, references to “yen” or “¥” are to Japanese yen, references
to “U.S. dollars,” “U.S. dollar,” “dollars,” “U.S.$” or “$” are to United States dollars, and references to “AU$”are to Australian dollars.
Unless otherwise specified, the financial information presented in this prospectus and our consolidated
financial statements, which are incorporated by reference in this prospectus, are prepared in accordance withaccounting principles generally accepted in the United States, or U.S. GAAP. Our fiscal year ends on March 31
of each year.

3

FORWARD-LOOKING STATEMENTS
This prospectus, the accompanying prospectus supplement and the documents incorporated by reference
herein contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation ReformAct of 1995. Forward-looking statements do not relate strictly to historical or current facts and include statements
regarding our current intent, belief, targets or expectations or the current intent, belief, targets or expectations ofour management with respect to, among others:•changes in banking and other regulations, including those affecting whether and how the senior debt
securities will be qualified or treated under capital requirements and resolution measures to be
implemented in Japan,•

our financial condition,•

our results of operations,•our business plans and other management objectives,•

our business strategies, competitive positions and growth opportunities,•

the financial and regulatory environment in which we operate,•

our problem loan levels and loan losses,•

the equity, interest and foreign exchange markets, and•the benefits of recently completed or announced transactions and realization of related financial andoperating synergies and efficiencies, including estimated cost savings and revenue enhancement.

In many, but not all, cases, we use words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,”“hope,” “intend,” “may,” “plan,” “predict,” “probability,” “risk,” “should,” “will,” “would” and similar
expressions, as they relate to us or our management, to identify forward-looking statements. These statements
reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions.
Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect,
actual results may vary materially from those which are anticipated, aimed at, believed, estimated, expected,
intended or planned.
Forward-looking statements are not guarantees of future performance and involve risks and uncertainties.
Actual results may differ from those in forward-looking statements as a result of various factors. Importantfactors that could cause actual results to differ materially from estimates or forecasts contained in the forwardlooking statements include those which are discussed in our most recent annual report on Form 20-F and otherdocuments incorporated by reference in this prospectus and the accompanying prospectus supplement.
You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of
their respective dates. We do not undertake to update any forward-looking statements, whether as a result of new
information, future events or developments, or otherwise.

4

MITSUBISHI UFJ FINANCIAL GROUP, INC.
We are incorporated as a joint stock company (kabushiki kaisha) under the Company Law of Japan, and oneof the world’s largest and most diversified financial groups with total assets of ¥283.98 trillion and total depositsof ¥172.37 trillion as of September 30, 2015. We are the holding company for The Bank of Tokyo-Mitsubishi
UFJ, Ltd., or BTMU, Mitsubishi UFJ Trust and Banking Corporation, or MUTB, Mitsubishi UFJ Morgan
Stanley Securities Co., Ltd. (through Mitsubishi UFJ Securities Holdings Co., Ltd., an intermediate holding
company), Mitsubishi UFJ NICOS Co., Ltd., and other subsidiaries. Through our subsidiaries and affiliatedcompanies, we engage in a broad range of financial businesses and services, including commercial banking,investment banking, trust banking and asset management services, securities businesses, and credit cardbusinesses, and provide related services to individuals and corporate customers in Japan and abroad. We have thelargest overseas network among Japanese banks, consisting of branches and other offices and subsidiaries,
including MUFG Union Bank, N.A. and Bank of Ayudhya Public Company Limited, or Krungsri, in more than
50 countries.
Our head office is located at 7-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-8330, Japan and our
telephone number is +81-3-3240-8111.

5

RISK FACTORSYou should carefully consider the risks described below as well as all the other information contained orincorporated by reference in this prospectus and the accompanying prospectus supplement prior to making an
investment in our securities.
Our business, operating results and financial condition could be materially and adversely affected by any of
the factors discussed below and elsewhere in this prospectus and the accompanying prospectus supplement andthe documents incorporated by reference herein and therein. The trading price and liquidity of our securities
could decline due to any of these factors. This prospectus and the accompanying prospectus supplement and the
documents incorporated by reference herein or therein also contain forward-looking statements that involve risks
and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking
statements as a result of various factors, including the risks described below and elsewhere in this prospectus
and the accompanying prospectus supplement and the documents incorporated by reference herein and therein.
See “Forward-Looking Statements.”
We have described the risks and uncertainties that our management believes are material, but these risks
and uncertainties may not be the only ones we face. Additional risks and uncertainties, including those that wecurrently are not aware of or do not currently appear to be material, may also result in decreased revenues orincreased expenses or have other consequences that could adversely affect our financial condition and results ofoperations, in which case your investment in our securities may be negatively impacted.
Risks Related to Our Business
For information on risks relating to our business, see “Risk Factors” in our most recent annual report on
Form 20-F, which is incorporated by reference in this prospectus, and similar disclosure in subsequent filings
incorporated by reference in this prospectus and the accompanying prospectus supplement.
Risks Related to the Senior Debt Securities
The senior debt securities will be structurally subordinated to the liabilities of MUFG’s subsidiaries, including
BTMU and MUTB.
Your claim as a holder of senior debt securities is structurally subordinated to the liabilities of MUFG’sbanking and other subsidiaries, including the subsidiaries’ liabilities for deposits, borrowed money, derivativetransactions and trade payables. As a holder of senior debt securities, you will only be entitled to assert a claim asa creditor of MUFG and to be paid out of MUFG’s assets. If any subsidiary of MUFG becomes subject toinsolvency or liquidation proceedings, you will have no right to proceed against the subsidiary’s assets.
MUFG is a holding company that currently has no significant assets other than its investments in, or loans
to, its subsidiaries, and MUFG’s ability to service its debt obligations, including its obligations under the seniordebt securities, depends on the dividends, loan payments and other funds MUFG receives from its subsidiaries
and affiliates. MUFG may not be able to receive such funds from a subsidiary or affiliate due to adverse changes
in its financial performance or material deterioration in its financial condition, restrictions imposed as a result ofsuch deterioration by relevant laws and regulations, including general corporate law limitations as well asbanking and other regulations, or any contractual obligations applicable to the subsidiary or affiliate.
Furthermore, if a subsidiary becomes subject to insolvency or liquidation proceedings, MUFG’s right toparticipate in the subsidiary’s assets will be subject to the prior claims of the creditors and any preference
shareholders of the subsidiary, except where MUFG is a creditor or preference shareholder with claims that arerecognized to be ranked ahead of, or pari passu with, such claims. As a result, you may not recover in full yourinvestment in the senior debt securities even though other investors in or creditors of our subsidiaries may
recover their investments in full.
6

MUFG has in the past made, and with the net proceeds from the sale of the senior debt securities and otherdebt instruments, may make, loans to its subsidiaries that rank pari passu with their other unsecured seniorcreditors in insolvency or liquidation proceedings, in addition to other investments in its subsidiaries. However,
MUFG may discharge, extinguish or restructure its loans to, and any other investments in, its subsidiaries at any
time and for any purposes. For example, MUFG may take any of these actions to meet banking and otherregulatory requirements, including loss absorption requirements. A restructuring of MUFG’s loans to, orinvestments in, a subsidiary may include changes to any or all terms or features of such loans or investments,
including their legal or regulatory form and how they would rank as a claim in the subsidiary’s insolvency or
liquidation proceedings. Any restructuring of MUFG’s loans to, and investments in, its subsidiaries may be
implemented by MUFG without prior notification to, or consent of, the holders of the senior debt securities.
In addition, MUFG’s loans to, or investments in capital instruments issued by, its subsidiaries to be madewith the net proceeds from the sale of the senior debt securities may contain contractual mechanisms that, upon
the occurrence of a trigger event relating to prudential or financial condition or other events applicable to MUFG
or its subsidiaries under regulatory requirements, will result in a write-down, write-off or conversion into equityof such loans or investments, or other changes in the legal or regulatory form or the ranking of the claims MUFG
has against the subsidiaries. Any such changes could adversely affect MUFG’s ability to obtain repayment ofsuch loans and investments and to meet its obligations under the senior debt securities as well as the value of thesenior debt securities.
The senior debt securities may become subject to loss absorption if MUFG becomes subject to orderly
resolution measures under the Deposit Insurance Act of Japan and Japanese insolvency laws. As a result, thevalue of the senior debt securities could be materially adversely affected, and you may lose all or a portion ofyour investments.
In November 2015, the Financial Stability Board, or the FSB, issued the final Total Loss-Absorbing
Capacity, or TLAC, standard for global systemically important banks, or G-SIBs, including us. 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 impacts on financial stability, ensuresthe continuity of critical functions, and avoids exposing public funds to loss. The FSB’s TLAC standard defines aminimum requirement for the instruments and liabilities that should be readily available to absorb losses inresolution. Although the FSB’s TLAC standard remains subject to regulatory implementation in Japan, the seniordebt securities are intended to qualify as external TLAC debt due in part to their structural subordination.
The senior debt securities are expected to become subject to loss absorption if MUFG becomes subject toorderly resolution measures under the Deposit Insurance Act of Japan and Japanese insolvency laws. The
resolution framework for financial institutions under the current Japanese laws and regulations includes(i) measures applied to financial institutions that are solvent on a balance sheet basis and (ii) orderly resolution
measures for financial institutions that have failed or are deemed likely to fail. The framework applies to banks
and certain other financial institutions as well as financial holding companies, such as MUFG. It is uncertain
which measure is to be taken in a given case, and orderly resolution measures may be applied without
implementing any of the measures described in (i) above. If the Prime Minister recognizes that a financial
institution’s liabilities exceed, or are likely to exceed, its assets, or that it has suspended, or is likely to suspend,
payments on its obligations, as a result of the financial institution’s loans to, or other investment in, its
subsidiaries becoming subject to loss absorption or otherwise, and further recognizes that the failure of suchfinancial institution is likely to cause a significant disruption to the Japanese financial market or system, thePrime Minister may, following deliberation by the Financial Crisis Response Council, confirm that measures set
forth in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act, generally referred to as Specified Item 2
Measures (tokutei dai nigo sochi), need to be applied to the financial institution for its orderly resolution. Anysuch confirmation by the Prime Minister also triggers the point of non-viability clauses of Additional Tier 1 andTier 2 instruments issued by the financial institution, causing such instruments to be written off or, if applicable,
converted into equity.
7

Under the current Japanese laws and regulations, upon the application of Specified Item 2 Measures, afinancial institution will be placed under the special supervision by, or if the Prime Minister so orders, under the
special control of, the Deposit Insurance Corporation of Japan. In an orderly resolution, the Deposit Insurance
Corporation would control the operation and management of the financial institution’s business, assets andliabilities, 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 the financial institution’s systemically important assets and liabilities, which we expect in the caseof MUFG would include the shares of BTMU and other subsidiaries. The Prime Minister may prohibit 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. In asimilar manner, the senior debt securities will limit the ability of holders of the senior debt securities to obtain
attachment against our assets set forth in Article 126-16 of the Deposit Insurance Act (or any successor provision
thereto) for a period of 30 days following the date upon which the Prime Minister confirms that Specified Item 2
Measures need to be applied to MUFG. The Deposit Insurance Corporation would also control the repayment ofliabilities of the financial institution, and, ultimately, facilitate the orderly resolution of the financial institution
through court-administrated insolvency proceedings. The Deposit Insurance Corporation has broad discretion in
its application of these measures in accordance with the Deposit Insurance Act, Japanese insolvency laws andother relevant laws.
Under the current Japanese laws and regulations, if MUFG becomes subject to Specified Item 2 Measures,the application of the Specified Item 2 Measures or other measures by, or any decision of, the Prime Minister, theDeposit Insurance Corporation or a Japanese court may result in your rights as a holder of senior debt securitiesor the value of your investment in the senior debt securities being adversely affected. It is currently expected thatthe senior debt securities will not be transferred to a bridge financial institution or other transferee in the orderly
resolution process but will remain as MUFG’s liabilities subject to court-administered insolvency proceedings.
On the other hand, in an orderly resolution process, the shares of MUFG’s subsidiaries may be transferred to abridge financial institution or other transferee, and MUFG would only be entitled to receive consideration
representing the fair values of such shares, which could be significantly less than the book values of such shares.
With respect to such transfer, holders of the senior debt securities will be deemed to have acknowledged,
accepted, consented and agreed that the Indenture will not limit any sales, assignments, transfers or conveyancesof business made with the permission of a Japanese court in accordance with Article 126-13 of the Deposit
Insurance Act (or any successor provision thereto). Following such business transfer, the recoverable value of
MUFG’s residual assets in court-administered insolvency proceedings may not be sufficient to fully satisfy any
payment obligations that MUFG may have under its liabilities, including the senior debt securities. Moreover, thesenior debt securities will not be insured or guaranteed by the FDIC, the Deposit Insurance Corporation or any
other government agency or insurer. Accordingly, the holders of the senior debt securities may lose all or a
portion of their investments in the senior debt securities in court-administered insolvency proceedings.
The Japanese regulations relating to external TLAC have not yet been finalized, and the circumstances
surrounding or triggering orderly resolution are unpredictable.
The application of orderly resolution under the Deposit Insurance Act is inherently unpredictable anddepends on a number of factors that may be beyond MUFG’s control. The commencement of the orderly
resolution process depends on, among other things, a determination by the Prime Minister, following deliberationby the Financial Crisis Response Council, regarding MUFG’s viability, or the viability of one or more of
MUFG’s subsidiaries, and the risk that their failures may cause a significant disruption to the financial market or
systems in Japan. It is difficult to predict when, if at all, MUFG may become subject to an orderly resolution
process. Accordingly, the market value of the senior debt securities may not necessarily be evaluated in a manner
similar to other types of senior debt securities issued by non-financial institutions or by financial institutions
subject to different regulatory regimes. Any indication that MUFG is approaching circumstances that could result
in MUFG becoming subject to an orderly resolution process could also have an adverse effect on the market
price and liquidity of the senior debt securities.
8In addition, there has been no implementation of the orderly resolution measures under the Deposit
Insurance Act described in this prospectus 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 MUFG’s liabilities exceed, or are deemed likely to exceed, its
assets, or that MUFG has suspended, or is deemed likely to suspend, payment on its obligations in determining
whether to commence an orderly resolution process, and it is possible that particular circumstances which seem
similar may lead to different results. In addition, the sequence and specific actions that will be taken inconnection with orderly resolutions measures and their impact on each series of senior debt securities are
uncertain. It is also uncertain whether a sufficient amount of assets will ultimately be available to the holders of
the senior debt securities. MUFG’s creditors, including the holders of the senior debt securities, may encounter
difficulty in challenging the application of orderly resolution measures to MUFG.
Although MUFG expects the senior debt securities to qualify as external TLAC due in part to their structural
subordination, there is no assurance that the senior debt securities will qualify as such, and we may havedifficulty meeting the TLAC requirements and may become subject to adverse regulatory action. The FSB’s
TLAC standard requires each G-SIB to hold TLAC debt in an amount not less than 16% of its risk-weighted
assets and six percent of the applicable Basel III leverage ratio denominator by January 1, 2019, and not less than
18% of its risk-weighted assets and 6.75% of the applicable Basel III leverage ratio denominator by January 1,
2022. The FSB’s standard is subject to regulatory implementation in each jurisdiction, including Japan, andspecific requirements as implemented in Japan may not be the same as the FSB’s TLAC standard. Such specificrequirements, when and as implemented in Japan, may require us to modify the terms of debt securities to beissued by MUFG in the future, which in turn could adversely affect the values of the senior debt securities.
The senior debt securities may not be a suitable investment for all investors.
Each potential investor of the senior debt securities should determine the suitability of such investment inlight of its own circumstances. In particular, each potential investor should:•

have sufficient knowledge and experience to make a meaningful evaluation of the senior debt
securities, the merits and risks of investing in the senior debt securities and the information containedin this prospects and the accompanying prospectus supplement;•

have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the senior debt securities and the impact the senior debt
securities will have on its overall investment portfolio;•

have sufficient financial resources and liquidity to bear all of the risks of an investment in the seniordebt securities;•

understand thoroughly the characteristic of the senior debt securities, such as the structural
subordination and loss absorption mechanism; and•be able to evaluate, either alone or with the assistance of a financial adviser, possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear thecorresponding risks.

Prior to making an investment decision, potential investors should consider carefully, in light of their own
financial circumstances and investment objectives, all the information contained in this prospects and theaccompanying prospectus supplement.

9

The Indenture contains no restrictions on our ability to incur future indebtedness, pledge or dispose of ourassets, or make dividend or other payments and provides limited protection against significant corporate
events and other actions we may take that could adversely impact your investment in the senior debt securities.
The indenture under which the senior debt securities will be issued, or Indenture, contains no restriction on
the amount of securities or other liabilities which we may issue, incur or guarantee, including secured obligations
and unsecured obligations ranking pari passu with the senior debt securities. The senior debt securities will be
unsecured and unsubordinated obligations of MUFG, and if there is a default under our secured indebtedness orother unsecured unsubordinated indebtedness, our assets may not be sufficient to pay amounts due on any of thesenior debt securities.
The Indenture also contains no restriction on our ability to pledge or dispose of our assets, makeinvestments, or repurchase shares or pay dividends or make other payments in respect of our common stock orother securities, any of which could adversely affect our ability to pay our obligations under the senior debt
securities.
In addition, the Indenture contains no financial covenants, including those requiring us to maintain any
financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity. You are not protectedunder the Indenture in a merger or other change of control event, except to the extent described under“Description of the Senior Debt Securities—Covenants” in this prospectus.
There is no established trading market for the senior debt securities and one may not develop.
The senior debt securities will have no established trading market when issued, and although we expect tolist the senior debt securities on the Singapore Exchange Securities Trading Limited, or SGX-ST, one may neverdevelop. Even if a market does develop, it may not be liquid and may not continue for the term of the senior debt
securities. Although underwriters may make a market in the senior debt securities after the relevant offering iscompleted, such underwriters are under no obligation to do so and may discontinue any market-making activities
at any time without notice. If the secondary market for the senior debt securities is limited, there may be few or
no buyers if you choose to sell your senior debt securities prior to maturity and this may reduce the price you
receive or your ability to sell the senior debt securities at all.
A downgrade of any credit rating assigned to the senior debt securities may adversely affect the market valueof the senior debt securities.
We intend to seek ratings on the senior debt securities. Credit ratings may also be assigned to the senior debt
securities by rating agencies without solicitation from, or provision of information by, us. A rating is based on
information furnished by us or obtained by the rating agency from its own sources and is subject to revisions,suspension or withdrawal by the rating agency at any time. A credit rating may not reflect the potential impact of
all risks relating to the senior debt securities and is not a recommendation to buy, sell or hold any securities.
Any rating assigned to us or the senior debt securities may be withdrawn entirely by a credit rating agency,
may be suspended or may be lowered, if, in that credit rating agency’s judgment, circumstances relating to thebasis of the rating so warrant. Ratings may be impacted by a number of factors which can change over time,
including the credit rating agency’s assessment of us or the economic, political or regulatory environment inwhich we operate. For example, changes in credit rating agencies’ views of the level of implicit sovereign
support for Japanese banks and their groups are likely to lead to rating downgrades. The credit rating agencies
may also revise the ratings methodologies applicable to issuers within a particular industry, or political or
economic region. If credit rating agencies perceive there to be adverse changes in the factors affecting an issuer’s
credit rating, including by virtue of changes to applicable ratings methodologies, the credit rating agencies may
downgrade, suspend or withdraw the ratings assigned to an issuer and/or its securities.

10For example, Moody’s, Standard & Poor’s and Fitch each published revised methodologies applicable tobank ratings, including our ratings, during 2015. Further revisions to ratings methodologies and actions on ourratings or ratings of our subsidiaries, including but not limited to BTMU and MUTB, by the credit rating
agencies may occur in the future, which may result in downgrading of our credit ratings.
If we determine to no longer maintain one or more ratings, or if any credit rating agency withdraws,
suspends or downgrades the credit ratings of us or the senior debt securities, or if such a withdrawal, suspension
or downgrade is anticipated, or any credit rating agency places the credit ratings of us or the senior debt securities
on “credit watch” status in contemplation of a downgrade, suspension or withdrawal, whether as a result of thefactors described above or otherwise, such event could adversely affect the liquidity or market value of the seniordebt securities, whether or not the senior debt securities had an assigned rating prior to such event.
A FATCA withholding may become applicable.
Provisions of the U.S. Internal Revenue Code of 1986, as amended, and Treasury regulations thereunder,
commonly referred to as “FATCA,” generally impose a 30% withholding tax on certain U.S. source or
U.S. related payments to foreign financial institutions, such as MUFG and certain of its subsidiaries as well as
financial intermediaries through which investors may hold debt securities, unless such financial institutions
perform certain due diligence, reporting and withholding functions pursuant to an agreement with the U.S.
Treasury Department or an intergovernmental agreement (as described below). A participating foreign financial
institution will be required to obtain and report certain information relating to financial accounts held by
U.S. persons or entities owned by U.S. persons and to withhold 30% from “foreign passthru payments” that it
makes.
The term “foreign passthru payment” is not defined under current Treasury guidance, and it is not clear
whether or to what extent payments on the senior debt securities would be considered foreign passthru payments.
Withholding on foreign passthru payments will be required on or after the later of January 1, 2019 and the date of
publication of final Treasury regulations defining the term “foreign passthru payments” to “recalcitrant”
accountholders or to foreign financial institutions that are not participating foreign financial institutions orotherwise exempt from FATCA. No such withholding would be required to any payments made on debt
obligations that are issued and are not materially modified on or after the date that is six months after the date on
which final regulations defining the term “foreign passthru payments” are published in the Federal Register.
The FATCA framework has been expanded with the introduction of intergovernmental agreements between
the U.S. Treasury and foreign governments, which pursue a framework for intergovernmental cooperation tofacilitate the implementation of FATCA. In June 2013, the United States and Japan entered into anintergovernmental agreement pursuant to which Japanese financial institutions, including MUFG and certain of
its subsidiaries, will be directed by Japanese authorities to register with the U.S. Internal Revenue Service andperform obligations consistent with those required under an agreement with the U.S. Treasury Department. The
United States has also entered into intergovernmental agreements with other jurisdictions in which intermediaries
may be resident. These intergovernmental agreements (including the intergovernmental agreement with Japan)
do not address how the United States and the relevant jurisdiction (including Japan) will address foreign passthru
payments or whether withholding on such payments will be required by financial instruments that are subject toan intergovernmental agreement.
It is not clear whether withholding under FATCA will be applicable to payments on the senior debt
securities. If any amount of withholding is required from payments on the senior debt securities under FATCA or
any applicable intergovernmental agreement, no additional amounts will be payable by us and withheld amounts
will be treated as paid for all purposes under the senior debt securities. Prospective investors should consult theirtax advisers regarding the consequences of FATCA, any applicable intergovernmental agreement or relevant
local legislation implementing FATCA to their investments in the senior debt securities.

11

CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGESThe following table shows our consolidated ratios of earnings to fixed charges for the periods indicated:

Ratio of earnings to fixed charges:
Excluding interest on deposits . . . . . . .
Including interest on deposits . . . . . . . .

2011Year Ended March 31,
2012
2013
2014

2015

Six Months
Ended
Sep. 30,
2015

3.2
2.4

4.2
3.1

6.6
4.1

3.1
2.1

4.8
3.4

4.8
3.3

The ratios of earnings to fixed charges are computed by dividing earnings by fixed charges. Earnings consist
primarily of income (loss) before taxes and the cumulative effect of changes in accounting standards, as adjusted
for some equity method investments and for fixed charges. Fixed charges consist primarily of interest expense on
deposits, debentures and short-term and long-term debt, amortization of debt expense and discount and the
portion deemed representative of the interest factor of net rental expense under long-term leases. For the figures
used to calculate the ratios, see Exhibit 12.1 to the registration statement of which this prospectus is a part.

12

USE OF PROCEEDS
Unless otherwise disclosed in the applicable prospectus supplement, we will use the proceeds from the saleof securities to fund our operations and the operations of our operating subsidiaries.

13

SELECTED FINANCIAL DATA
The selected statement of income data and selected balance sheet data set forth below have been derived
from our audited consolidated financial statements.
Except for risk-adjusted capital ratios, which are calculated in accordance with Japanese banking regulations
based on information derived from our consolidated financial statements prepared in accordance with accounting
principles generally accepted in Japan, or Japanese GAAP, the selected financial data set forth below are derived
from our consolidated financial statements prepared in accordance with U.S. GAAP.
You should read the selected financial data set forth below in conjunction with financial and otherinformation included in our annual report on Form 20-F for the fiscal year ended March 31, 2015, filed on
July 27, 2015, and our current report on Form 6-K relating to our unaudited U.S. GAAP financial condition andresults of operations as of and for the six months ended September 30, 2015, submitted on January 29, 2016,
which are incorporated by reference in this prospectus. These data are qualified in their entirety by reference toall of that information.

14

Six months ended
Fiscal years ended March 31,
September 30,
2012
2013
2014
2015
2014
2015
(in millions, except per share data and number of shares)

2011
Statement of income data:
Interest income(1) . . . . . . . . . . ¥ 2,550,144
Interest expense . . . . . . . . . . .
670,673
Net interest income . . . . . . . .
Provision (credit) for credit
losses . . . . . . . . . . . . . . . . .

¥ 2,595,956
640,139¥ 2,427,521
556,418¥ 2,522,283
560,972¥ 2,894,645
663,184¥ 1,433,209
331,824¥ 1,484,282
353,683

1,879,471

1,955,817

1,871,103

1,961,311

2,231,461

1,101,385

1,130,599

292,035

223,809

144,542(106,371)

86,998(68,138)(7,204)

Net interest income after
provision (credit) for credit
losses . . . . . . . . . . . . . . . . .
Non-interest income . . . . . . .
Non-interest expense . . . . . . .

1,587,436
1,694,822
2,460,446

1,732,008
1,440,576
2,322,642

1,726,561
2,067,909
2,378,599

2,067,682
1,821,081
2,468,320

2,144,463
2,845,078
2,726,885

1,169,523
1,432,782
1,328,346

1,137,803
756,075
1,383,685

Income before income tax
expense . . . . . . . . . . . . . . .
Income tax expense . . . . . . . .

821,812433,625

849,942429,191

1,415,871
296,020

1,420,443
337,917

2,262,656
666,020

1,273,959
409,999

510,193
97,073

388,187

420,751

1,119,851

1,082,526

1,596,636

863,960

413,120(64,458)

4,520

50,727

67,13365,50925,66431,813

Net income before attributionof noncontrollinginterests . . . . . . . . . . . . . . .
Net income (loss) attributable
to noncontrollinginterests . . . . . . . . . . . . . . .
Net income attributable to
Mitsubishi UFJ Financial
Group . . . . . . . . . . . . . . . . . ¥452,645¥416,231¥ 1,069,124¥ 1,015,393¥ 1,531,127¥

838,296¥381,307

Earnings applicable tocommon shareholders of
Mitsubishi UFJ Financial
Group . . . . . . . . . . . . . . . . . ¥431,705¥

398,291¥ 1,051,184¥

994,152¥ 1,522,157¥

829,326¥

381,307

¥

28.17

¥

¥

70.21

¥

¥

58.55

¥

27.34

Amounts per share:
Basic earnings per commonshare—Earnings applicable
to common shareholders of
Mitsubishi UFJ Financial
Group . . . . . . . . . . . . . . . . . ¥30.55
Diluted earnings per commonshare—Earnings applicable
to common shareholders of
Mitsubishi UFJ Financial
Group . . . . . . . . . . . . . . . . .
30.43
Number of shares used to
calculate basic earnings percommon share(in thousands) . . . . . . . . . . 14,131,567
Number of shares used to
calculate diluted earnings
per common share (inthousands)(2) . . . . . . . . . . . . 14,144,737
Cash dividends per share paid
during the fiscal year:—Common stock . . . . . . . . . . ¥
12.00
$
0.14
—Preferred stock(Class 3) . . . . . . . . . . . . . . . ¥
30.00
$
0.34
—Preferred stock(Class 5)(3) . . . . . . . . . . . . . ¥115.00$1.33—Preferred stock(Class 11)(4) . . . . . . . . . . . . ¥
5.30
$
0.06

¥
$

74.30

107.81

28.09

74.16

69.98

107.50

58.35

27.19

14,140,136

14,148,060

14,158,698

14,118,469

14,163,257

13,947,620

14,156,820

14,169,080

14,180,080

14,137,645

14,182,387

13,965,264

12.00
0.15

¥
$

12.00
0.15

—
—

¥
$

—
—

14.00
0.14

¥
$

—
—

18.00
0.16

¥
$

—
—

9.00
0.09

¥
$

9.00
0.07

—
—

—
—

¥
$

115.001.45¥$

115.001.42¥$

115.00
1.14

¥
$

57.50
0.57

¥
$

—
—

—
—

¥
$

5.30
0.07

¥
$

5.30
0.07

¥
$

5.30
0.05

¥
$

2.65
0.03

¥
$

—
—

—
—

15

As of March 31,
2011

2012

2013

As of September 30,
2014

2015

2014

2015

(in millions)
Balance sheet data:
Total assets . . . . . . . . . . . . . . . ¥202,850,243
Loans, net of allowancefor credit losses . . . . . . . . . .
86,261,519
Total liabilities . . . . . . . . . . . . .
194,187,331
Deposits . . . . . . . . . . . . . . . . . .
136,631,704
Long-term debt . . . . . . . . . . . .
13,356,728
Total equity . . . . . . . . . . . . . . .
8,662,912
Capital stock . . . . . . . . . . . . . .
2,086,232¥215,202,514¥230,559,276¥253,661,077¥280,886,326¥260,014,355¥283,978,815

91,012,736
206,344,067
139,493,730
12,593,062
8,858,447
2,087,244

97,254,242
219,617,296
148,209,739
12,182,358
10,941,980
2,088,135

109,181,991
240,909,633
162,517,786
14,498,678
12,751,444
2,089,245

117,209,723
265,604,985
171,991,267
19,968,735
15,281,341
2,090,270

110,253,319
246,503,844
163,642,647
17,945,900
13,510,511
2,090,206

119,718,091
268,947,676
172,366,271
20,751,691
15,031,139
2,090,270

Six months ended
September 30,

Fiscal years ended March 31,
2011

2012

2013

2014

2015

2014

2015

¥226,578,880
201,579,170
263,996,918
12,464,354¥254,271,058
222,698,990
299,979,010
14,979,030(in millions, except percentages)
Other financial data:
Average balances:
Interest-earning assets . . . . . . .
Interest-bearing liabilities . . . .
Total assets . . . . . . . . . . . . . . .
Total equity . . . . . . . . . . . . . . .
Return on equity and assets:
Earnings applicable tocommon shareholders as apercentage of average total
assets . . . . . . . . . . . . . . . . . .
Earnings applicable tocommon shareholders as apercentage of average total
equity . . . . . . . . . . . . . . . . . .
Dividends per common share
as a percentage of basic
earnings per commonshare . . . . . . . . . . . . . . . . . . .
Average total equity as apercentage of average total
assets . . . . . . . . . . . . . . . . . .
Net interest income as apercentage of average totalinterest-earning assets . . . . .

¥180,260,385
161,344,664
204,781,984
8,987,129¥184,179,147
165,420,569
211,835,389
8,594,310¥193,824,256
173,399,441
225,682,785
9,244,530¥212,176,348
189,413,309
247,729,744
10,683,098¥237,247,664
210,101,348
277,557,493
13,002,955

0.21%

0.19%

0.47%

0.40%

0.55%

0.34%

0.14%

4.80%

4.63%

11.37%

9.31%

11.71%

7.66%

3.06%

39.28%

42.60%

16.15%

19.94%

16.70%

15.37%

32.92%

4.39%

4.06%

4.10%

4.31%

4.68%

4.47%

4.72%

1.04%

1.06%

0.97%

0.92%

0.94%

0.53%

0.50%

Credit quality data:
Allowance for credit losses . . . ¥ 1,240,456¥ 1,285,507¥ 1,335,987¥ 1,094,420¥ 1,055,479¥
Allowance for credit losses asa percentage of loans . . . . . .
1.42%
1.39%
1.36%
0.99%
0.89%
Impaired loans . . . . . . . . . . . . . ¥ 1,893,098¥ 2,031,868¥ 2,200,766¥ 1,861,027¥ 1,686,806¥
Impaired loans as a percentage
of loans . . . . . . . . . . . . . . . .
2.16%
2.20%
2.23%
1.69%
1.43%
Allowance for credit losses
related to impaired loans as
a percentage of impairedloans . . . . . . . . . . . . . . . . . . .
39.30%
42.92%
43.39%
40.32%
36.00%Net loan charge-offs . . . . . . . . ¥342,100¥
173,370¥
112,862¥
153,748¥
150,666¥
Net loan charge-offs as apercentage of averageloans . . . . . . . . . . . . . . . . . . .
0.39%
0.20%
0.12%
0.15%
0.13%
Average interest rate spread . .
0.99%
1.02%
0.93%
0.89%
0.90%
Risk-adjusted capital ratio
calculated under JapaneseGAAP(5) . . . . . . . . . . . . . . . .
14.89%
14.72%
16.53%
15.43%
15.62%

940,888¥0.84%
1,696,920¥

947,346
0.78%
1,562,120

1.53%

1.29%

35.70%
86,407¥35.24%
98,702

0.08%
0.93%

0.08%
0.84%

15.31%

15.69%

Notes:(1) Interest income for the fiscal year ended March 31, 2012 includes a gain of ¥139,320 million on the conversion rate adjustment of
Morgan Stanley’s convertible preferred stock. Exclusive of the one-time gain associated with the conversion, interest income would havebeen lower for the fiscal year ended March 31, 2012.
(2) Includes the common shares that were potentially issuable upon conversion of the Class 11 Preferred Stock.
(3) Preferred dividends were ¥57.5 per share and paid semi-annually. In April 2014, we acquired and cancelled all of the issued shares ofFirst Series of Class 5 Preferred Stock. As a result, there is currently no issued Class 5 Preferred Stock. See Note 16 to our audited
consolidated financial statements included in our annual report on Form 20-F for the fiscal year ended March 31, 2015, filed on July 27,
2015, which is incorporated by reference herein.

16

(4) Preferred dividends were ¥2.65 per share and paid semi-annually. In August 2014, we acquired all of the issued shares of Class 11
Preferred Stock in exchange for 1,245 shares of our common stock held in treasury, and cancelled the acquired shares. See Note 16 to
our audited consolidated financial statements included in our most recent annual report on Form 20-F for the fiscal year ended March 31,
2015, filed on July 27, 2015, which is incorporated by reference herein.
(5) Risk-adjusted capital ratios have been calculated in accordance with Japanese banking regulations as applicable on the relevant
calculation date, based on information derived from our consolidated financial statements prepared in accordance with Japanese GAAP.
The revisions reflect corrections of errors in the risk weighting applied to certain assets, mostly residential mortgage loans, and certain
other adjustments made under Basel I standards to obtain amounts that were used for floor adjustments in determining the amounts ofrisk-weighted assets under Basel III standards. The risk-adjusted capital ratios as of March 31, 2012, 2013, 2014 and 2015, and as of
September 30, 2014 and 2015, have been revised from 14.91% to 14.72%, from 16.68% to 16.53%, from 15.53% to 15.43%, from15.68% to 15.62%, from 15.39% to 15.31%, and from 15.68% to 15.69%, respectively.

Business Segment Information
The business segment information, set forth below, is derived from the internal management reporting
system used by management to measure the performance of our business segments. In addition, the businesssegment information is primarily based on the financial information prepared in accordance with Japanese GAAP
as adjusted in accordance with internal management accounting rules and practices. Accordingly, the format andinformation are not consistent with the consolidated financial statements prepared on the basis of U.S. GAAP,
which are included in our annual report on Form 20-F filed on July 27, 2015.
Management does not use information on segments’ total assets to allocate resources and assess
performance. Accordingly, business segment information on total assets is not presented.
Effective April 1, 2015, the Integrated Retail Banking Business Group, the Integrated Corporate Banking
Business Group, the Integrated Trust Assets Business Group, the Integrated Global Business Group and theIntegrated Global Markets Business Group were renamed the Retail Banking Business Group, the Corporate
Banking Business Group, the Trust Assets Business Group, the Global Business Group and the Global Markets
Business Group, respectively.
Effective April 1, 2015, we began to include Krungsri as part of the Global Business Group, as shown in thetable below.
In addition, effective April 1, 2015, we made modifications to our management accounting rules andpractices to clarify the responsibility for profits of each business segment. The modifications had the following
impact:•for the fiscal year ended March 31, 2015, reducing the operating profits of the Retail Banking BusinessGroup, the Corporate Banking Business Group and the Trust Assets Business Group by ¥6.5 billion,¥22.3 billion and ¥1.8 billion, respectively, and increasing the operating profits of the Global BusinessGroup, the Global Markets Business Group and Other by ¥27.7 billion, ¥39.2 billion and ¥68.3 billion;•

for the fiscal year ended March 31, 2014, reducing the operating profits of the Retail Banking BusinessGroup, the Corporate Banking Business Group, the Trust Assets Business Group and the Global
Business Group by ¥3.0 billion, ¥17.6 billion, ¥1.3 billion and ¥20.4 billion, respectively, andincreasing the operating profits of the Global Markets Business Group and Other by ¥33.0 billion and¥9.6 billion; and•for the fiscal year ended March 31, 2013, reducing the operating profits of the Retail Banking BusinessGroup, the Corporate Banking Business Group, the Trust Assets Business Group and the Global
Business Group by ¥1.7 billion, ¥17.6 billion, ¥1.3 billion and ¥13.7 billion, respectively, andincreasing the operating profits of the Global Markets Business Group and Other by ¥29.9 billion and¥6.4 billion.

17

The table set forth below has been reclassified to enable comparisons between the relevant amounts for the
fiscal years ended March 31, 2013, 2014 and 2015, respectively:
Global Business Group
Retail Corporate Trust
Other
GlobalBanking Banking Assets
thanMarkets
Business Business Business MUAH/
Business
Group
Group
Group Krungsri MUAH Krungsri(2) Total Group Other(in billions)Fiscal year ended March 31, 2013:
Net revenue: . . . . . . . . . . . . . . . . . . . . . ¥1,200.7
BTMU and MUTB: . . . . . . . . . . .
563.2
Net interest income . . . . . . .
431.1
Net fees . . . . . . . . . . . . . . . .
123.5
Other . . . . . . . . . . . . . . . . . .
8.6
Other than BTMU and
MUTB(1) . . . . . . . . . . . . . . . . . .
637.5
Operating expenses . . . . . . . . . . . . . . .
908.5
Operating profit (loss) . . . . . . . . . . . . . ¥ 292.2
Fiscal year ended March 31, 2014:
Net revenue: . . . . . . . . . . . . . . . . . . . . . ¥1,283.6
BTMU and MUTB: . . . . . . . . . . .
573.7
Net interest income . . . . . . .
403.5
Net fees . . . . . . . . . . . . . . . .
161.9
Other . . . . . . . . . . . . . . . . . .
8.3
Other than BTMU and
MUTB(1) . . . . . . . . . . . . . . . . . .
709.9
Operating expenses . . . . . . . . . . . . . . .
952.2
Operating profit (loss) . . . . . . . . . . . . . ¥ 331.4
Fiscal year ended March 31, 2015:
Net revenue: . . . . . . . . . . . . . . . . . . . . . ¥1,299.4
BTMU and MUTB: . . . . . . . . . . .
577.5
Net interest income . . . . . . .
374.9
Net fees . . . . . . . . . . . . . . . .
190.7
Other . . . . . . . . . . . . . . . . . .
11.9
Other than BTMU and
MUTB(1) . . . . . . . . . . . . . . . . . .
721.9
Operating expenses . . . . . . . . . . . . . . .
958.8
Operating profit (loss) . . . . . . . . . . . . . ¥ 340.6

¥

—
—
—
—
—

Total

¥851.7
755.4
378.5
308.3
68.6

¥139.0
56.3
—
56.3
—

¥448.1
340.4
163.6
141.6
35.2

¥288.5
—
—
—
—

96.3
440.4

82.7
89.5

107.7
243.2

288.5
205.4

¥411.3¥ 49.5¥204.9¥ 83.1¥—¥ 288.0 ¥647.3 ¥(178.7) ¥1,509.6¥912.5
786.9
359.9
338.9
88.1

¥159.0
66.1
—
66.1
—

¥540.5
419.9
212.2
164.7
43.0

¥375.9
—
—
—
—

¥

—
—
—
—
—

¥ 916.4 ¥604.7 ¥ (12.8) ¥3,863.4
419.9 440.0
0.1 2,286.7
212.2 243.9
88.3 1,307.8
164.7(23.2) (62.3)
646.1
43.0 219.3(25.9)
332.8

125.6
444.6

92.9
95.4

120.6
292.9

375.9
266.9

¥467.9¥ 63.6¥247.6¥109.0¥—¥ 356.6 ¥419.7 ¥(175.8) ¥1,463.4¥949.3
818.1
349.4
375.4
93.3

¥171.5
71.0
—
71.0
—

¥611.6
480.9
236.1
190.6
54.2

¥442.4————¥240.3————¥1,294.3 ¥661.7 ¥ (11.7) ¥4,364.5
480.9 496.3
30.7 2,474.5
236.1 276.7
163.9 1,401.0
190.6(34.8) (95.0)
697.9
54.2 254.4(38.2)
375.6

131.2
454.5

100.5
103.2

130.7
365.0

442.4
306.0

240.3
123.7

¥494.8¥ 68.3¥246.6¥136.4¥116.6————¥ 736.6 ¥796.0 ¥ (15.8) ¥3,708.2
340.4 680.2(5.2) 2,390.3
163.6 283.7
61.1 1,318.0
141.6(19.4) (27.9)
582.4
35.2 415.9(38.4)
489.9
396.2
448.6

496.5
559.8

813.4
794.7

115.8
148.7

164.7
185.0

165.4
204.4

(10.6) 1,317.9
162.9 2,198.6(12.9) 1,576.7
163.0 2,400.0(42.4) 1,890.0
185.5 2,701.1¥ 499.6 ¥457.3 ¥(197.2) ¥1,663.4

Notes:(1) Includes MUFG and its subsidiaries other than BTMU and MUTB.
(2) In January 2015, we integrated the former BTMU Bangkok branch with Krungsri. In the above table, the net revenue, operating expenses
and operating profit of the former BTMU Bangkok branch for the fiscal year ended March 31, 2015 are included in the Global BusinessGroup, but not in Krungsri. The net revenue, operating expenses and operating profit of the former BTMU Bangkok branch were
¥21.9 billion, ¥7.5 billion and ¥14.4 billion for the fiscal year ended March 31, 2015, respectively. For our business segment information
for the six months ended September 30, 2014 and 2015, see our current report on Form 6-K submitted to the U.S. Securities andExchange Commission on January 29, 2016, which is incorporated by reference in this prospectus.

18

CAPITALIZATION AND INDEBTEDNESSThe following table presents our capitalization and indebtedness at September 30, 2015:
At September 30,
2015(6)(in millions)

Total short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 48,091,031

Long-term debt:
Obligations under capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsubordinated debt(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subordinated debt(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Obligations under loan securitization transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15,344
15,684,670
4,261,376
790,301
20,751,691
645,903

Shareholders’ equity:
Capital stock, with no stated value (common stock authorized: 33,000,000,000 shares;
common stock issued: 14,168,853,820)(3)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,090,270
Capital surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,955,148
Retained earnings:(5)Appropriated for legal reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
239,571
Unappropriated retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,678,834
Accumulated other comprehensive income, net of taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,621,293
Treasury stock, at cost: 259,193,202 common shares(3)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(199,880)
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,031,139
Total capitalization and indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 35,782,830
Notes:(1) BTMU and MUTB, which are MUFG’s most active subsidiaries with respect to the issuance of bonds, issued ¥174.7 billion aggregate
principal amount of unsubordinated bonds and ¥195.8 billion aggregate principal amount of unsubordinated loans between October 1,
2015 and January 31, 2016. During the same period, BTMU redeemed ¥134.3 billion aggregate principal amount of unsubordinatedbonds and repaid ¥134.4 billion aggregate principal unsubordinated loans.
(2) MUFG issued ¥150.0 billion aggregate principal amount of subordinated bonds between October 1, 2015 and January 31, 2016. During
the same period, BTMU repaid ¥17.1 billion aggregate principal amount of subordinated loans.
(3) Between October 1, 2015 and January 31, 2016, MUFG repurchased 23,509 shares of its common stock upon request of holders of lessthan one unit of shares, and MUFG delivered 854 shares of its common stock upon request of any holder of less than one unit of sharesto make such holder’s holding one full unit of shares.
(4) During November and December 2015, MUFG repurchased 121,703,700 shares of its common stock for ¥99,999,982,169 under a share
repurchase program that was adopted by MUFG’s board of directors in November 2015 and was completed in December 2015.
(5) On November 13, 2015, MUFG’s board of directors approved the appropriation of retained earnings totaling ¥125.2 billion for thepayment of semi-annual interim dividends of ¥9 per share of common stock.
(6) The following foreign currency exchange rates as of September 30, 2015 are used in the table and notes above: ¥119.96 = U.S.$1.00;¥84.06 = AU$1.00.

Except as described in the notes above and for the effect of net income earned since October 1, 2015, there
has been no material change in our capitalization and indebtedness since September 30, 2015.

19

DESCRIPTION OF SENIOR DEBT SECURITIESThe following description of the terms of the senior debt securities contains certain general terms that may
apply to the senior debt securities. The specific terms of any senior debt securities will be described in theapplicable prospectus supplement relating to such senior debt securities.
The following description summarizes only those terms of the senior debt securities that the Company
believes will be most important to your decision to invest in any senior debt securities and may not discuss otherterms that are also important to you. If you invest in any senior debt securities, your rights as a securityholder
will be determined by the senior debt securities, the Indenture, and the U.S. Trust Indenture Act of 1939, as
amended (the “Trust Indenture Act”), under which the relevant indenture will be qualified. The terms of thesenior debt securities will include those expressly set forth in the relevant indenture and those made part of suchindenture by reference to the Trust Indenture Act. You can read the form of indenture and the form of senior debt
securities at the location listed under “Where You Can Obtain More Information.” The following description
does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisionsof the senior debt securities and the form of indenture, including the definitions contained in the form ofindenture of certain terms.
GeneralThe applicable prospectus supplement will set forth the aggregate principal amount, maturity dates, interest
payment dates and other terms of each series of senior debt securities on its cover page and in the description of
the senior debt securities contained therein. Each series of senior debt securities, when issued, will constitutedirect, unconditional, unsubordinated and unsecured obligations of the Company and rank senior to all of theexisting and future subordinated debt of the Company and equally in right of payment with all of the existing andfuture unsecured and unsubordinated debt of the Company (except for statutorily preferred exceptions). Eachseries of senior debt securities will be effectively subordinated to any secured indebtedness incurred by theCompany to the extent of the value of the assets securing the same. See also “Risk Factors—Risks Related to the
Senior Debt Securities—The Senior Debt Securities will be structurally subordinated to the liabilities of MUFG’s
subsidiaries, including BTMU and MUTB.”
The senior debt securities will be repaid at maturity at a price of 100% of the principal amount thereof. The
Indenture will provide that a series of senior debt securities may be redeemed at any time prior to maturity in thecircumstances described under “—Optional Tax Redemption.” The senior debt securities may be denominatedand payable in U.S. dollars or other foreign currencies. The senior debt securities do not provide for any sinking
fund. Temporary documents of title will not be issued.
Payments on the senior debt securities will be made in accordance with any laws, regulations oradministrative practices applicable to the Company and its agents in respect thereof, including the requirements
under Japanese tax law.
The term “Business Day” means a day which is not a day on which banking institutions in New York andTokyo are authorized by law or regulation to close.
Floating Rate Interest
Any series of senior debt securities with floating rate interest that may be issued will bear interest at therelevant floating interest rate, payable quarterly in arrears, as described in the applicable prospectus supplementwith respect to the relevant series of floating rate debt securities (the “Floating Interest Rate”). Interest on such
floating rate debt securities will be paid on each interest payment date 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.

20

If any date on which interest is payable, other than the maturity date, would otherwise fall on a day that is
not both a Business Day and London Banking Day, the interest payment date will be adjusted to be the next
succeeding day that is both a Business Day and London Banking Day, except that if such day is in the next
succeeding calendar month, the interest payment date will be adjusted to be the immediately preceding day that isboth a Business Day and London Banking Day. In any case where the stated maturity of floating rate debt
securities is not both a Business Day and London Banking Day, the payment of interest and principal in respectof the floating rate debt securities will be made on the next succeeding day that is both a Business Day and
London Banking Day, and no interest on such payment shall accrue for the period from and after the statedmaturity date. The term “London Banking Day” means a day on which commercial banks are open for business,
including dealings in foreign exchange and foreign currency deposits, in London.
Each period beginning on (and including) an interest payment date (after any adjustments to make such datea Business Day and London Banking Day) and ending on (but excluding) the next interest payment date (after
any adjustments to make such date a Business Day and London Banking Day) is referred to as an “Interest
Period.” For purposes of the first interest payment, the interest period will begin on (and include) the issue dateof the floating rate debt securities.
The Floating Interest Rate for each Interest Period in respect of each series of floating rate debt securities
will be determined by the calculation agent on the following basis:(i)

The calculation agent for such series of debt securities will determine the rate for deposits in U.S.
dollars for a period equal or comparable to the relevant Interest Period which appears on the display
page designated LIBOR01 on the Reuters service (or any such other page as may replace that page onthat service, or such other service as may be nominated by ICE Benchmark Administration Limited,or ICE, or its successor, or such other entity assuming the responsibility of ICE or its successor in theevent ICE or its successor no longer does so, as the successor service, for the purpose of displaying
comparable rates) as of 11:00 a.m., London time, on the second London Banking Day before the firstday of the relevant Interest Period (the “Interest Determination Date”).

(ii)

If such rate does not appear on that page, the calculation agent will:(A)

request the principal London office of each of four major banks selected by the calculation agent
in the London interbank market to provide a quotation of the rate at which deposits in U.S.
dollars are offered by it at approximately 11:00 a.m., London time, on the Interest
Determination Date to prime banks in the London interbank market for a period equal orcomparable to the relevant Interest Period and in an amount that is representative for a single
transaction in that market at that time; and(B)

determine the arithmetic mean (rounded, if necessary, to the nearest one hundred-thousandth ofa percentage point, 0.000005 being rounded upwards) of such quotations.

(iii) If fewer than two such quotations are provided as requested, the calculation agent will determine thearithmetic mean (rounded, if necessary as aforesaid) of the rates quoted by major banks in New York
City, selected by the calculation agent, at approximately 11:00 a.m., New York City time, on the firstday of the relevant Interest Period for loans in U.S. dollars to leading European banks for a period
equal or comparable to the relevant Interest Period and in an amount that is representative for a single
transaction in that market at that time.
The Floating Interest Rate for such Interest Period will be a per annum rate equal to the sum of the rate set
forth on the cover page of the applicable prospectus supplement relating to the relevant series of floating rate
debt securities (such rate, the “Spread”) and the rate or the arithmetic mean, as the case may be, determined by
one of the methodologies set forth in clauses (i) through (iii) hereof; provided, however, that if the calculation
agent is unable to determine a rate or an arithmetic mean, as the case may be, in accordance with the above
provisions in relation to any Interest Period, the Floating Interest Rate applicable to the floating rate debt
21

securities during such Interest Period will be a per annum rate equal to the Spread and the rate or the arithmetic
mean, as the case may be, applicable in relation to the relevant series of floating rate debt securities in respect of
the immediately preceding Interest Period.
The calculation agent will, as soon as practicable after the determination of the Floating Interest Rate foreach Interest Period in respect of the floating rate debt securities, calculate the amount of interest (the “Interest
Amount”) payable in respect of each floating rate debt security for such Interest Period. The Interest Amount will
be calculated by applying the Floating Interest Rate for such Interest Period to the principal amount of such
floating rate debt security, multiplying the product by the actual number of days in such Interest Period (the“Number of Days”) divided by 360 and rounding the resulting figure to the nearest cent (half a cent being
rounded upwards).
All determinations, calculations and quotations made or obtained for the purposes of calculating the
Floating Interest Rate and the Interest Amount, whether by the calculation agent or the relevant banks in the
London interbank market (or any of them) will, in the absence of willful misconduct or manifest error, be bindingon the Company and all holders of the floating rate debt securities.
The calculation agent will cause the Floating Interest Rate, the Number of Days, the Interest Amount foreach Interest Period in respect of each series of floating rate debt securities and the relevant record date andinterest payment date to be notified to us, the trustee, and DTC, and such information will be notified or
published to the holders of the floating rate debt securities through DTC or through another reasonable manner assoon as possible after their determination but in no event later than the first day of the relevant interest period.
The interest payment date so notified or published may subsequently be amended.
Fixed Rate Interest
Each series of fixed rate debt securities will bear interest at the fixed rate set forth on the cover page of theapplicable prospectus supplement relating to the relevant series of fixed rate debt securities, payable semiannually in arrears as described under the caption “Summary” in the applicable prospectus supplement withrespect to the relevant series. Interest will be paid on each interest payment date 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. In any case where the date of payment of interest, redemption or stated maturity of such fixed rate debt
securities is not a Business Day, the payment of principal and interest may be made on the next succeeding
Business Day with the same force and effect as if made on such date of payment, provided that no interest shallaccrue for the period from and after such date of payment.
Further Issuances
We reserve the right, from time to time, without the consent of the holders of the senior debt securities, toissue additional senior debt securities on terms and conditions identical to those of the senior debt securities of aseries offered by this prospectus and the applicable prospectus supplement, which additional senior debt
securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series
with, the relevant series of the senior debt securities. We may also issue other securities under the relevant
indenture as part of a separate series that have different terms from the senior debt securities.
Optional Tax Redemption
A series of senior debt securities may, subject to prior confirmation of the Financial Services Agency ofJapan (the “FSA”) (if such confirmation is required under Japanese banking laws and regulations then in effect),be redeemed at the option of the Company, in whole but not in part, at any time, on not less than 30 nor morethan 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the relevant series ofsenior debt securities then outstanding (plus accrued and unpaid interest to (but excluding) the date fixed for22redemption and “additional amounts” (as described below), if any), if the Company determines and certifies tothe trustee prior to giving notice of redemption that, as a result of any change in, or amendment to, the laws (orany regulations or rulings promulgated thereunder) of Japan (or any political subdivision or taxing authority ofJapan) affecting taxation, or any change in the official position regarding the application or interpretation of suchlaws, regulations or rulings (including a holding, judgment, or order by a court of competent jurisdiction), whichchange, amendment, application or interpretation becomes effective on or after the date of the applicableprospectus supplement, the Company is, or on the next interest payment date would be, required to pay any
additional amounts in respect of Japanese taxes which cannot be avoided by measures reasonably available to theCompany; provided that, no such notice of redemption shall be given earlier than 90 days prior to the earliest
date on which the Company would be obligated to make such payment of additional amounts if a payment inrespect of the relevant series of senior debt securities were then due. Additional amounts are payable by theCompany under the circumstances described below under “—Payment of Additional Amounts.” Prior to themailing of any notice of redemption of a series of senior debt securities pursuant to the foregoing, the Indenture
will require that the Company deliver to the trustee a certificate signed by a responsible officer of the Company
stating that the conditions precedents to such redemption have been fulfilled and an opinion of an independent
tax counsel or tax consultant of recognized standing reasonably satisfactory to the trustee to the effect that thecircumstances referred to above exist. The trustee shall accept such certificate and opinion as sufficient evidenceof the satisfaction of the conditions precedent described above, in which event it shall be conclusive and bindingon the relevant securityholders.
Payment of Additional Amounts
All payments of principal and interest in respect of the senior debt securities by the Company shall be madewithout withholding or deduction for, or on account of, any present or future taxes, duties, assessments orgovernmental charges of whatever nature imposed or levied by or on behalf of Japan, or any political subdivision of, or any authority in, or of, Japan having power to tax (“Japanese taxes”), unless such withholding or
deduction is required by law. In that event, the Company shall pay to the holder of each senior debt security such
additional amounts (all such amounts being referred to herein as “additional amounts”) as may be necessary sothat the net amounts received by it after such withholding or deduction shall equal the respective amounts which
would have been receivable in respect of such senior debt security in the absence of such withholding or
deduction.
However, no such additional amounts shall be payable in relation to any such withholding or deduction in
respect of any senior debt security:(i)to or on behalf of a securityholder or beneficial owner of a senior debt security who is liable for such
Japanese taxes in respect of such senior debt security by reason of its having some connection withJapan other than the mere holding of such senior debt security and the receipt of any payments in
respect thereof; or(ii)

to or on behalf of a securityholder or beneficial owner of a senior debt security (a) who would
otherwise be exempt from any such withholding or deduction but who fails to comply with any
applicable requirement to provide certification, information, documents or other evidence concerning
its nationality, residence, identity or connection with Japan, including any requirement to provide
Interest Recipient Information (as defined below) or to submit a Written Application for Tax
Exemption (as defined below) to the Company, the trustee or a paying agent, as appropriate, or(b) whose Interest Recipient Information is not duly communicated through the Participant (asdefined below) and the relevant international clearing organization to the trustee or a paying agent, as
appropriate; or(iii)

to or on behalf of a securityholder or beneficial owner of a senior debt security who is for Japanese
tax purposes treated as a resident of Japan or a Japanese corporation (except for (A) a DesignatedFinancial Institution (as defined below) who complies with the requirement to provide Interest
23

Recipient Information or to submit a Written Application for Tax Exemption and (B) a resident ofJapan or a Japanese corporation who duly notifies (directly or through the Participant or otherwise)
the trustee or a paying agent, as appropriate, of its status as not being subject to Japanese taxes to be
withheld or deducted by the Company, 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(iv)

to or on behalf of a securityholder or beneficial owner of a senior debt security who is a non-residentof Japan or a non-Japanese corporation that is a specially related person of the Company as describedin Article 6, Paragraph 4 of the Special Taxation Measures Act of Japan (Act No. 26 of 1957, as
amended; the “Special Taxation Measures Act”); or(v)

to or on behalf of a securityholder or beneficial owner of a senior debt security who presents a seniordebt security for payment (where presentation is required) more than 30 days after the Relevant Date(as defined below), except to the extent that such securityholder or beneficial owner of a senior debt
security would have been entitled to such additional amounts on presenting the same on any dateduring such 30-day period; or(vi)

to or on behalf of a securityholder who is a fiduciary or partnership or is not the sole beneficial
owner of the payment of the principal of, or any interest on, any senior debt security, and Japanese
law requires the payment to be included for tax purposes in the income of a beneficiary or settlor
with respect to such fiduciary or a member of such partnership or a beneficial owner, in each case,
who would not have been entitled to such additional amounts had it been the holder of such seniordebt security; or(vii)

in any case that is a combination of any of (i) through (vi) above.

In addition, no additional amounts will be payable for or on account of any deduction or withholding
imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code, FATCA, any agreement (including
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.
Where a senior debt security is held through a participant of a clearing organization or a financial
intermediary (each, a “Participant”), in order to receive payments free of withholding or deduction by theCompany for, or on account of, Japanese taxes, if the relevant beneficial owner of a senior debt security is (i) an
individual non-resident of Japan or a non-Japanese corporation that in either case is not a specially-related personof the Company or (ii) a Japanese financial institution (a “Designated Financial Institution”) falling under certain
categories prescribed by Article 6, Paragraph 9 of the Special Taxation Measures Act and the cabinet orderthereunder (Cabinet Order No. 43 of 1957, as amended) (together with the ministerial ordinance and otherregulations thereunder, the “Act”), all in accordance with the Act, such beneficial owner of a senior debt security
must, at the time of entrusting a Participant with the custody of the relevant senior debt security, provide certain
information prescribed by the Act to enable the Participant to establish that such beneficial owner of a senior debt
security is exempted from the requirement for Japanese taxes to be withheld or deducted (the “Interest Recipient
Information”) and advise the Participant if such beneficial owner of a senior debt security ceases to be so
exempted, including the case where the relevant beneficial owner of the senior debt security who is an individual
non-resident of Japan or a non-Japanese corporation becomes a specially-related person of the Company.
Where a senior debt security is not held by a Participant, in order to receive payments free of withholding or
deduction by the Company for, or on account of, Japanese taxes, if the relevant beneficial owner of a senior debt
security is (i) an individual non-resident of Japan or a non-Japanese corporation that in either case is not a
specially-related person of the Company or (ii) a Designated Financial Institution, all in accordance with the Act,
such beneficial owner of a senior debt security must, prior to each date on which it receives interest, submit to theCompany, the trustee or a paying agent, as appropriate, a written application for tax exemption (hikazei tekiyo
24shinkokusho) (a “Written Application for Tax Exemption”) in the form obtainable from the Company, the trustee
or any paying agent, as appropriate, stating, among other things, the name and address (and, if applicable, theJapanese individual or corporation ID number) of such beneficial owner of a senior debt security, the title of thesenior debt securities, the relevant interest payment date, the amount of interest payable and the fact that such
beneficial owner of a senior debt security is qualified to submit the Written Application for Tax Exemption,
together with documentary evidence regarding its identity and residence.
By subscribing for the senior debt securities, a securityholder will be deemed to have represented that it is abeneficial owner who is, (i) for Japanese tax purposes, neither an individual resident of Japan or a Japanese
corporation, nor an individual non-resident of Japan or a non-Japanese corporation that in either case is a
specially related person of the Company or (ii) a Designated Financial Institution.
If (i) subsequent to making a payment on the senior debt securities without withholding or deduction ofJapanese taxes, the Company is required to remit to the Japanese taxing authority any amount in respect ofJapanese taxes that should have been withheld or deducted from such payment (together with any interest andpenalties) due to the failure of the beneficial owner to provide accurate Interest Recipient Information or tootherwise properly claim an exemption from Japanese taxes imposed with respect to such payment, and (ii) such
beneficial owner would not have been entitled to receive additional amounts with respect to such payment had
Japanese taxes been withheld from the payment when it was made, such beneficial owner (but not any
subsequent beneficial owner of the debt securities) shall be required to reimburse the Company, in Japanese yen,for the amount remitted by the Company to the Japanese taxing authority.
As used in this section, the “Relevant Date” means the date on which any payment in respect of a seniordebt security first becomes due, except that, if the full amount of the moneys payable has not been duly received
by the trustee on or prior to such due date, it means the date on which, the full amount of such moneys having
been so received, notice to that effect is duly given to the securityholders in accordance with the Indenture.
The obligation to pay additional amounts shall not apply to (i) any estate, inheritance, gift, sales, transfer,
personal property or any similar tax, assessment or other governmental charge or (ii) any tax, assessment or othergovernmental charge that is payable otherwise than by deduction or withholding from payments of principal orinterest on the senior debt securities; provided that, except as otherwise set forth in the senior debt securities andthe Indenture, the Company shall pay all stamp and other duties, if any, which may be imposed by Japan, theUnited States or any respective political subdivision or any taxing authority thereof or therein, with respect to the
Indenture or as a consequence of the issuance of the senior debt securities.
References to principal or interest in respect of the senior debt securities shall be deemed to include any
additional amounts due in respect of Japanese taxes which may be payable as set forth in the senior debt
securities and the Indenture.
Events of Default
An event of default will be defined under the Indenture as any one or more of the following events, subject
to modification in a supplemental indenture, each of which we refer to in this prospectus and the applicableprospectus supplement as an event of default with respect to any series of senior debt securities, having occurredand be continuing:(i)default by the Company in the payment when due of the interest or principal in respect of any such seriesof senior debt securities and the continuance of any such default for a period of 30 days after the datewhen due, unless the Company shall have cured such default by payment within such period; or(ii)

the Company shall fail duly to perform or observe any other term, covenant or agreement contained inany such series of senior debt securities or in the Indenture in respect of such series of senior debt
securities for a period of 90 days after the date on which written notice of such failure, requiring the25Company to remedy the same, shall have been given first to the Company (and to the trustee in thecase of notice by the holders referred to below) by the trustee or holders of at least 25% in principal
amount of the then outstanding senior debt securities of such series (such notification must specify the
Event of Default, demand that it be remedied and state that the notification is a “Notice of Default”
hereunder); or(iii) a decree or order by any court having jurisdiction shall have been issued adjudging the Company
bankrupt or insolvent or approving a petition seeking reorganization under the Bankruptcy Law ofJapan (Law No. 75 of 2004, as amended; the “Bankruptcy Law”), the Civil Rehabilitation Law ofJapan (Law No. 225 of 1999, as amended; the “Civil Rehabilitation Law”), the Corporate
Reorganization Law of Japan (Law No. 154 of 2002, as amended; the “Reorganization Law”), theCompany Law of Japan (Law No. 86 of 2005, as amended; the “Company Law”) or any other similar
applicable law of Japan, and such decree or order shall have continued undischarged or unstayed for aperiod of 60 days; or a decree or order of a court having jurisdiction for the appointment of a receiveror liquidator or trustee or assignee in bankruptcy or insolvency of the Company or of all or
substantially all of its property or for the winding-up or liquidation of its affairs, shall have been
issued, and such decree or order shall have continued undischarged or unstayed for a period of
60 days; or(iv) the Company shall institute proceedings seeking adjudication of bankruptcy or seeking reorganization
under the Bankruptcy Law, the Civil Rehabilitation Law, the Reorganization Law, the Company Law
or any other similar applicable law of Japan, or shall consent to the institution of any such proceedings
or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or
insolvency of itself or of all or substantially all of its property, or an effective resolution shall havebeen passed by the Company for the winding up or dissolution of its affairs, other than for the purposeof an amalgamation or merger, provided that the continuing or successor corporation has effectively
assumed the obligations of the Company under such series of senior debt securities of such series andthe Indenture.
Provision and Withholding of Notice of Default. Pursuant to the Indenture, the trustee shall give notice bymail to the securityholders of all defaults known to the trustee which have occurred. The trustee shall transmit thenotice within 90 days after the occurrence of an event of default, unless the defaults have been cured before thetransmission of such notice. However, except in the case of default in the payment of principal of or interest on
the senior debt securities, the trustee may withhold notice of default if and so long as the board of directors, theexecutive committee, or a trust committee of directors or trustees and/or responsible officers of the trustee
determines in good faith that the withholding of the notice is in the interests of the securityholders.
Acceleration Upon an Event of Default
The Indenture will provide that, unless otherwise set forth in a supplemental indenture, if any event ofdefault occurs and is continuing, either the trustee or the holders of not less than 25% in aggregate principal
amount of the outstanding senior debt securities of a series, by notice in writing to the Company (and to thetrustee if given by the securityholders), may declare the entire principal of and interest accrued thereon to be dueand payable immediately.
Annulment of Acceleration and Waiver of Defaults
In some circumstances, if any or all of the events leading to acceleration under the Indenture, other than the
non-payment of the principal of the senior debt securities that has become due as a result of an acceleration, havebeen cured, waived or otherwise remedied, then the securityholders of a majority in aggregate principal amountof a series of senior debt securities may (if certain conditions are satisfied) annul past declarations of acceleration
or waive past defaults of such series of senior debt securities.
26

Application of Proceeds
Any money collected from the Company by a trustee under the Indenture upon an event of default shall beapplied in the order described below:(i)first, to the payment of costs and expenses (including indemnity payments) applicable to the series ofsenior debt securities for which money was collected, including reasonable compensation to theapplicable trustee and any paying agent;(ii)

second, if payment is not due on the principal of the series of senior debt securities for which money
was collected, to the payment of interest on the series in default;(iii) third, if payment is due on the principal of the series of senior debt securities for which money wascollected, to the payment of the whole amount then owing and unpaid upon all of the series of seniordebt securities for principal and interest, with interest on the overdue principal; and in case the money
collected shall be insufficient to pay in full the whole amount so due and unpaid upon the series ofsenior debt securities, then to the payment of principal and interest without preference or priority ofprincipal over interest, ratably to the aggregate of such principal and accrued and unpaid interest; and(iv) finally, to the payment of the remainder, if any, to the Company or any other person lawfully entitledthereto.
Indemnification of Trustee for Actions Taken on Your Behalf
The Indenture will provide that the trustee shall not be liable with respect to any action taken or omitted tobe taken by it in good faith in accordance with the direction of the securityholders relating to the time, method
and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power
conferred upon the trustee. In addition, the Indenture will contain a provision entitling the trustee, to beindemnified and/or secured to its satisfaction by the securityholders under the Indenture before proceeding to
exercise any right or power at the request of holders. Subject to these provisions and specified other limitations,the holders of a majority in aggregate principal amount of the senior debt securities of the relevant series
outstanding may direct the time, method and place of conducting any proceeding for any remedy available to thetrustee, or exercising any trust or power conferred on the trustee.
Limitation on Suits by You as an Individual Securityholder
The Indenture will provide that no individual securityholder may institute any action against the Company
under the Indenture, except actions for payment of overdue principal and interest, unless the following actions
have occurred:(i)the holder must have previously given written notice to the trustee of the continuing default;(ii)

the holders of not less than 25% in aggregate principal amount of the outstanding senior debt
securities of each affected series, with each such series treated as a single class, must have:(a)made written request to the trustee to institute that action; and(b)offered the trustee indemnity and/or security to its satisfaction;(iii) the trustee must have failed to institute that action within 60 days after receipt of the request referred
to above; and(iv) the holders of a majority in principal amount of the outstanding senior debt securities of each affected
series, voting as one class, must not have given directions to the trustee inconsistent with those of theholders referred to above.
In addition, each securityholder will be deemed to have acknowledged, accepted, consented and agreed that,for a period of 30 days from the time the Prime Minister confirms that any measures (tokutei dai nigo sochi) set
27

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 the Company,
the ability of securityholders and the trustee to enforce the rights under the Indenture and the senior debt
securities shall be subject to the limitations on the right to obtain attachment against the Company’s assets set
forth in Article 126-16 of the Deposit Insurance Act (or any successor provision thereto).
Repurchases
We, or any subsidiary of ours, may, at any time, subject to prior confirmation of the FSA (if suchconfirmation is required under applicable Japanese banking 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 accordance with any applicablelaw or regulation. Subject to applicable law, neither we nor any subsidiary of ours shall have any obligation tooffer to purchase any debt securities held by any holder as result of our or its purchase or offer to purchase seniordebt securities held by any other holder in the open market or otherwise. Senior debt securities so purchased by
us or our subsidiaries may, at the discretion of us or our subsidiaries, as the case may be, be held or resold or
surrendered to the relevant trustee for cancellation.
Limited Right of Set-Off
Each holder of the debt securities will agree, by the acceptance of any interest in a debt security, that, if(a) the Company shall institute proceedings seeking adjudication of its bankruptcy or seeking reorganization
under the Bankruptcy Law, the Civil Rehabilitation Law, the Corporate Reorganization Law, the Company Law
or any other similar applicable law of Japan, and so long as such proceedings shall have continued, or a decree ororder by any court having jurisdiction shall have been issued adjudging the Company bankrupt or insolvent orapproving a petition seeking reorganization under any such laws, and as long as such decree or order shall havecontinued undischarged or unstayed, or (b) the Company’s liabilities exceed, or may exceed, its assets, or theCompany suspends, or may suspend, repayment of its obligations, the holders of the debt securities shall not be
entitled to exercise any right to set off any of the Company’s liabilities under the debt securities against any
liabilities of the relevant holder owed to the Company.
Covenants
Consolidation, Merger, Sale or Conveyance. The Indenture will contain provisions permitting the Company,
without the consent of the holders of the debt securities, to merge or consolidate with or merge into, or sell,
assign, transfer, lease or convey all or substantially all of its properties or assets to any person or persons,provided that the successor corporation or corporations, if an entity other than the Company is a joint stockcompany organized and existing under the laws of Japan, assumes the Company’s obligations on the debt
securities and under the Indenture and certain other conditions are met, including that, immediately after giving
effect to such transaction, no event of default under the Indenture has occurred and is continuing. As an
exception to the foregoing, each securityholder will be deemed to have acknowledged, accepted, consented andagreed that the Indenture will not limit any sales, assignments, transfers or conveyances of business made withthe permission of a Japanese court in accordance with Article 126-13 of the Deposit Insurance Act (or any
successor provision thereto), which permission may be granted by such court in accordance therewith if (i) the
Company is under special supervision by, or under special control of, the Deposit Insurance Corporation pursuant
to the Deposit Insurance Act, and (ii) the Company’s liabilities exceed, or are likely to exceed, its assets, or theCompany has suspended, or are likely to suspend, payment of its obligations.
Evidence of the Company’s Compliance. There will be provisions in the Indenture requiring the Company tofurnish to the trustee each year a brief certificate from the Company’s principal executive, financial or
accounting officer as to his or her knowledge of the Company’s compliance with all conditions and covenants
under the Indenture.

28

Discharge
Unless otherwise set forth in a supplemental indenture and disclosed in the applicable prospectus
supplement, the Company may discharge all of its obligations, other than as to transfers and exchanges, under the
Indenture after it has:(i)

paid or caused to be paid the principal of and interest on all of the outstanding senior debt securities
in accordance with their terms; or(ii)delivered to the trustee for cancellation all of the outstanding senior debt securities.

Modification of the Indenture
Modification without Consent of Holders. The Company and the trustee may enter into supplemental
indentures without the consent of the holders of senior debt securities issued under the Indenture to:(i)evidence the assumption by a successor corporation of the Company’s obligations;(ii)

add covenants for the protection of the holders of senior debt securities;(iii)

cure any ambiguity or correct any inconsistency;(iv)

add to, change or eliminate any of the provisions of the Indenture (provided that such addition,change or elimination shall not adversely affect the interests of the holders of any outstanding seriesof debt securities in any material respect);(v)

establish the forms or terms of any series of senior debt securities; or(vi)evidence the acceptance of appointment by a successor trustee.

Modification with Consent of Holders. Each of the Company and the trustee, with the consent of the holders
of not less than a majority in aggregate principal amount of each affected series of outstanding senior debt
securities, with each such series voting as one class, may add any provisions to, or change in any manner or
eliminate any of the provisions of, the Indenture or modify in any manner the rights of the holders of the seniordebt securities issued pursuant to the Indenture. However, the Company and the trustee may not make any of thefollowing changes to any outstanding senior debt security without the consent of each holder that would be
affected by the change:(i)extend the final maturity of the security or of any installment of principal of any such security;(ii)

reduce the principal amount;(iii)

reduce the rate or extend the time of payment of interest;(iv)

reduce any amount payable on redemption;(v)

change the currency or other terms in or under which the principal, including any amount of originalissue discount, premium, or interest on the security is payable;(vi)change any of the Company’s obligations to pay any additional amounts on senior debt securities forany tax, assessment or governmental charge withheld or deducted (if any);(vii)

impair the right of any holder to institute suit for any payment on any senior debt security when due;or(viii) reduce the percentage of senior debt securities the consent of whose holders is required formodification of the Indenture.
Concerning the Trustee
Any trustee appointed pursuant to the Indenture will have and will be subject to all of the duties andresponsibilities under the Indenture and those with respect to an indenture trustee under the Trust Indenture Act.
29

The Indenture will provide that upon the occurrence of an event of default, the trustee will exercise therights and powers vested in it by the Indenture, using the same degree of care and skill as a prudent person would
exercise or use under the circumstances in the conduct of its own affairs. In the absence of such event of default,
the trustee need only perform those duties that are specifically set forth in the applicable indenture or are
applicable pursuant to the Trust Indenture Act.
Subject to the Indenture and the provisions of the Trust Indenture Act, the trustee will be under noobligation to exercise any rights, trusts or powers conferred under the Indenture or the debt securities for the
benefit of the holders of the senior debt securities, unless the holders have offered to the trustee indemnity and/or
security satisfactory to the trustee against any loss, cost, liability or expense which might be incurred by it inexercising any such rights, trusts or powers.
The Indenture will contain, and the Trust Indenture Act contains, limitations on the rights of the trustee
thereunder, should it become a creditor of ours or any of our subsidiaries, to obtain payment of claims in certain
cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The
trustee is permitted to serve as trustee under the Indenture and to engage in other transactions, provided that if it
acquires any conflicting interest (as defined in Section 310(b) of the Trust Indenture Act), it must eliminate suchconflict or resign.
We and our subsidiaries and affiliates may maintain ordinary banking relationships and custodial facilities
with any trustee or its affiliates.
Successor Trustee
The Indenture will provide that the trustee with respect to a series of senior debt securities may resign or beremoved by us, effective upon acceptance by a successor trustee of its appointment. The Indenture will requirethat any successor trustee shall be a corporation with a combined capital and surplus of not less than
U.S.$50,000,000. The Indenture will also require, and the Trust Indenture Act requires, that any successor trustee
shall be a corporation, association, company or business trust organized and doing business under the laws of theUnited States or any jurisdiction thereof or any state or territory or of the District of Columbia. No person may
accept its appointment as a successor trustee unless at the time of such acceptance such successor trustee isqualified and eligible under the Indenture and the applicable provisions of the Trust Indenture Act.
Repayment of Funds
The Indenture will provide that all monies paid by the Company to the trustee or paying agent for aparticular series of debt securities for payment of principal or interest on any Note which remains unclaimed at
the end of two years after such payment shall become due and payable will be repaid to the Company and all
liability of the trustee or paying agent with respect thereto will cease, and to the extent permitted by law, theholder of such Note shall thereafter look only to the Company for any payment which such holder may beentitled to collect.
New York Law to Govern
The Indenture and the senior debt securities will be governed by and construed in accordance with the lawsof the State of New York.
Consent to Service of Process and Submission to Jurisdiction
Under the Indenture, the Company will irrevocably designate Mitsubishi UFJ Financial Group, Inc.,
Attention: General Manager, with offices currently at 1251 Avenue of the Americas, 43rd Floor, New York, NY
10020 as its authorized agent for service of process in any legal action or proceeding arising out of or relating to
the Indenture or the senior debt securities brought in any federal or state court in the County of New York, andthe Company irrevocably submits to the jurisdiction of those courts.
30

Senior Debt Securities Denominated in Foreign Currencies
Whenever the applicable indenture provides for an action by, or the determination of, any of the rights of, or
any distribution to, holders of debt securities, in the absence of any provision to the contrary, any amount inrespect of any debt security denominated in a currency or currency unit other than U.S. dollars may be treated for
purposes of taking any such action or distribution as the amount of U.S. dollars that could reasonably beexchanged for such non-U.S. dollar amount. This amount will be calculated as of a date that we specify to thepaying agent or, if we fail to specify a date, on a date that the paying agent may determine.
Book-Entry; Delivery and FormDTC
The senior debt securities will initially be issued to investors only in book-entry form. Each series of seniordebt securities will initially be in the form of one or more fully registered Global Notes. The Global Notes will be
issued and registered in the name of Cede & Co., acting as nominee for DTC, which will act as securities
depositary for the senior debt securities. The Global Notes will initially be deposited with a custodian for DTC.
Any beneficial interest in one of the Global Notes that is transferred to an entity that takes delivery in theform of an interest in another Global Note will, upon transfer, cease to be an interest in such Global Note andbecome an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions,
if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains
such an interest.
Ownership of beneficial interests in a Global Note will be limited to persons who have accounts with DTC(“participants”), or persons who hold interests through participants (including Euroclear and Clearstream).
Ownership of beneficial interests in a Global Note will be shown on, and the transfer of that ownership will beeffected only through, records maintained by DTC or its nominee (with respect to interests of participants) andthe records of participants (with respect to interests of persons other than participants). Unless and until seniordebt securities in certificated form are issued, the only holder of the senior debt securities will be Cede & Co., asnominee of DTC, or the nominee of a successor depositary.
DTC advises that it is a limited purpose trust company organized under the New York Banking Law, a“banking organization” within the meaning of 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 for its participants and facilitates the clearance and settlement of securities transactions between
participants through electronic book-entry changes in accounts of its participants, thereby eliminating the needfor physical movement of securities certificates. Direct participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations. Indirect access to the DTC system isavailable to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly (“indirect participants”).
Euroclear
Euroclear holds securities and book-entry interests in securities for participating organizations and facilitates
the clearance and settlement of securities transactions between Euroclear participants, and between Euroclear
participants and participants of certain other securities intermediaries through electronic book-entry changes inaccounts of such participants or other securities intermediaries. Euroclear provides Euroclear participants, among
other things, with safekeeping, administration, clearance and settlement, securities lending and borrowing, andrelated services. Euroclear participants are investment banks, securities brokers and dealers, banks, central banks,
supranationals, custodians, investment managers, corporations, trust companies and certain other organizations.
Non-participants in the Euroclear system may hold and transfer book-entry interests in the senior debt securities
31

through accounts with a participant in the Euroclear system or any other securities intermediary that holds a
book-entry interest in the securities through one or more securities intermediaries standing between such othersecurities intermediary and Euroclear.
Investors electing to acquire, hold or transfer senior debt securities through an account with Euroclear orsome other securities intermediary must follow the settlement procedures of such intermediary with respect to thesettlement of secondary market transactions in senior debt securities. Euroclear will not monitor or enforce anytransfer restrictions with respect to the senior debt securities. Investors that acquire, hold and transfer interests inthe senior debt securities by book-entry through accounts with Euroclear or any other securities intermediary are
subject to the laws and contractual provisions governing their relationship with their intermediary, as well as thelaws and contractual provisions governing the relationship between such intermediary and each otherintermediary, if any, standing between themselves and the individual senior debt securities.
Euroclear has advised that, under Belgian law, investors that are credited with securities on the records ofEuroclear have a co-property right in the fungible pool of interests in securities on deposit with Euroclear in an
amount equal to the amount of interests in securities credited to their accounts. In the event of the insolvency ofEuroclear, Euroclear participants would have a right under Belgian law to the return of the amount and type ofinterests in securities credited to their accounts with Euroclear. If Euroclear did not have a sufficient amount ofinterests in securities on deposit of a particular type to cover the claims of all participants credited with suchinterests in securities on Euroclear’s records, all participants having an amount of interests in securities of such
type credited to their accounts with Euroclear would have the right under Belgian law to the return of their pro
rata share of the amount of interests in securities actually on deposit. Under Belgian law, Euroclear is required topass on the benefits of ownership in any interests in senior debt securities on deposit with it (such as dividends,
voting rights and other entitlements) to any person credited with such interests in securities on its records.
Distributions with respect to the senior debt securities held beneficially through Euroclear will be credited tothe cash accounts of Euroclear participants in accordance with the Euroclear terms and conditions.
Clearstream
Clearstream advises that it is incorporated under the laws of Luxembourg and licensed as a bank andprofessional depositary. Clearstream holds securities for its participating organizations and facilitates theclearance and settlement of securities transactions among its participants through electronic book-entry changes
in accounts of its participants, thereby eliminating the need for physical movement of certificates. Clearstream
provides to its participants, among other things, services for safekeeping, administration, clearance andsettlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces withdomestic markets in several countries. Clearstream has established an electronic bridge with the Euroclear
operator to facilitate the 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 around the world, including
underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. In the UnitedStates, Clearstream customers are limited to securities brokers and dealers and banks, and may include theunderwriters of an offering of senior debt securities. Other institutions that maintain a custodial relationship witha Clearstream customer may obtain indirect access to Clearstream. Clearstream is an indirect participant in DTC.
Distributions with respect to senior debt securities held beneficially through Clearstream will be credited to
cash accounts of Clearstream participants in accordance with its rules and procedures.
Transfers
Purchases of senior debt securities within the DTC system must be made by or through DTC participants,
which will receive a credit for the senior debt securities on DTC’s records. The ownership interest of each actual32purchaser of senior debt securities, a beneficial owner of an interest in a Global Note, is in turn to be recorded on
the DTC participants’ and indirect participants’ records. Beneficial owners of interests in a Global Note will notreceive written confirmation from DTC of their purchases, but they are expected to receive written confirmations
providing details of the transactions, as well as periodic statements of their holdings, from the DTC participants
or indirect participants through which they purchased the senior debt securities. Transfers of ownership interestsin the senior debt securities are to be accomplished by entries made on the books of DTC participants andindirect participants acting on behalf of beneficial owners of interests in a Global Note. Beneficial owners ofinterests in a Global Note will not receive senior debt securities in certificated form representing their ownershipinterests in the senior debt securities unless use of the book-entry system for the senior debt securities is
discontinued.
Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules
and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream will beeffected in the ordinary way in accordance with their respective rules and operating procedures.
Subject to compliance with the transfer restrictions applicable to the senior debt securities, cross-market
transfers between persons holding, directly or indirectly through DTC, on the one hand, and directly or indirectly
through Euroclear or Clearstream participants, on the other, will be effected in DTC in accordance with DTC
rules on behalf of the relevant European international clearing system by the relevant European depositary;
however, those cross-market transactions will require delivery of instructions to the relevant European
international clearing system by the counterparty in that system in accordance with its rules and procedures andwithin its established deadlines (European time). The relevant European international clearing system will, if thetransaction meets its settlement requirements, deliver instructions to the relevant European depositary to takeaction to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or
receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC.
Euroclear and Clearstream participants may not deliver instructions directly to the European depositaries.
Because of time zone differences, credits of securities received in Euroclear or Clearstream as a result of atransaction with a person that does not hold the senior debt securities through Euroclear or Clearstream will bemade during subsequent securities settlement processing and dated the business day following the DTC
settlement date. Those credits or any transactions in those securities settled during that processing will bereported to the relevant Euroclear or Clearstream participants on that business day. Cash received in Euroclear or
Clearstream as a result of sales of securities by or through a Euroclear participant or a Clearstream participant toa DTC participant will be received with value on the DTC settlement date, but will be available in the relevant
Euroclear or Clearstream cash account only as of the business day following settlement in DTC.
Limitations on Responsibilities
DTC, Euroclear and Clearstream have no knowledge of the actual beneficial owners of interests in a Global
Note. DTC’s records reflect only the identity of the DTC participants to whose accounts those senior debt
securities are credited, which may or may not be the beneficial owners of interests in a Global Note. Similarly,
the records of Euroclear and Clearstream reflect only the identity of the Euroclear or Clearstream participants towhose accounts those senior debt securities are credited, which also may or may not be the beneficial owners ofinterests in a Global Note. DTC, Euroclear and Clearstream participants and indirect participants will remain
responsible for keeping account of their holdings on behalf of their customers.
DTC’s Procedures for Notices, Voting and Payments
So long as DTC, or its nominee, is the registered owner or holder of a Global Note, DTC or that nominee, as
the case may be, will be considered the sole owner or holder of the senior debt securities represented by the
Global Note for all purposes under the senior debt securities and the Indenture. No beneficial owner of an interestin a Global Note will be able to transfer that interest except in accordance with DTC’s applicable procedures, inaddition to those provided for under the Indenture.
33

The Company expects that DTC will take any action permitted to be taken by a securityholder, including thepresentation of senior debt securities for exchange, only at the direction of one or more of its participants towhose account DTC’s interests in the Global Notes are credited and only in respect of that portion of theaggregate, principal amount of senior debt securities as to which that participant or participants has or have given
the direction.
Conveyance of notices and other communications by DTC to its participants, by those participants to its
indirect participants, and by participants and indirect participants to beneficial owners of interests in a Global
Note will be governed by arrangements among them, subject to any statutory or regulatory requirements as may
be in effect from time to time.
The trustee will send any notices in respect of the senior debt securities held in book-entry form toCede & Co.
Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the seniordebt securities unless authorized by a participant in accordance with DTC’s procedures. Under its usual
procedures, DTC mails an omnibus proxy to the Company as soon as possible after the record date. The omnibus
proxy assigns Cede & Co.’s consenting or voting rights to those participants to whose account the senior debt
securities are credited on the record date.
Payment of principal of and interest on the senior debt securities held in book-entry form will be made toCede & Co. or another nominee of DTC by the paying agent in immediately available funds. DTC’s practice is tocredit its participants’ accounts on the relevant payment date in accordance with their respective holdings shown
on DTC’s records. Payments by DTC’s participants and indirect participants to beneficial owners of interests in a
Global Note will be governed by standing instructions and customary practices, and will be the responsibility of
those participants and indirect participants and not of DTC or the Company, subject to any statutory or regulatory
requirements that may be in effect from time to time. Payment of principal of and interest on the senior debt
securities or other amounts to DTC is the responsibility of the Company, disbursement of these payments toparticipants is the responsibility of DTC, and disbursement of those payments to the beneficial owner of aninterest in a Global Note is the responsibility of participants and indirect participants.
Although DTC, Euroclear and Clearstream are expected to follow the foregoing procedures in order tofacilitate transfers of interests in a Global Note among participants of DTC, Euroclear and Clearstream, they are
under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued
at any time. Neither the Company nor the trustee will have any responsibility for the performance by DTC,
Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations
under the rules and procedures governing their respective operations.
Exchange of Global Notes for Certificated Notes
If DTC is at any time unwilling or unable to continue as a depositary for the Global Notes and a successor
depositary is not appointed by the Company within 90 days, or if there shall have occurred and be continuing an
acceleration event with respect to the senior debt securities, the Company will issue senior debt securities incertificated form in exchange for the Global Notes. The certificated senior debt securities delivered in exchange
for beneficial interests in any Global Note will be registered in the names requested by or on behalf of DTC (inaccordance with its customary procedures). Any such exchange shall be made free of charge to the beneficial
owners of the Global Notes, except that a person receiving certificated senior debt securities must bear the cost of
insurance, postage, transportation and other related costs in the event that such person does not take delivery ofsuch certificated senior debt securities at the offices of the trustee or the paying agent. The senior debt securities
are not issuable in bearer form. Except in the limited circumstances described above, owners of interests in the
Global Notes will not be entitled to receive physical delivery of senior debt securities in certificated form.

34

Payment of principal and interest in respect of the certificated senior debt securities shall be payable at theoffice of agency of the Company in the City of New York which shall initially be the corporate trust office of thetrustee, at 101 Barclay Street, New York, NY 10286, USA, or at the office of the paying agent (which shallinitially be The Bank of New York Mellon, provided that, at the option of the Company, payment may be madeby wire transfer or by mailing checks for such interest payable to or upon the written order of such holders attheir last addresses as they appear on the registry books of the Company (in the case of registered securities) or atsuch other addresses as may be specified in the written orders of the holders; and provided further that, paymentsof any interest on certificated senior debt securities (other than at maturity) may be made by the paying agent, inthe case of a registered holder of at least U.S.$10,000,000 principal amount of senior debt securities, byelectronic funds transfer of immediately available funds to a United States dollar account maintained by the
payee, provided such registered holder so elects by giving written notice to the trustee designating such account,no later than 15 days immediately preceding the relevant date for payment (or such other date as the trustee may
accept in its discretion). Unless such designation is revoked, any such designation made by such holder withrespect to such senior debt securities shall remain in effect with respect to any future payments with respect tosuch senior debt securities payable to such holder.
So long as any senior debt securities are listed on the SGX-ST and the rules of the SGX-ST so require, inthe event that a Global Note representing such series of senior debt securities is exchanged for definitive seniordebt securities, we will appoint and maintain a paying agent in Singapore, where the senior debt securities may
be presented or surrendered for payment or redemption. In addition, in the event that any of the Global Notes ofsuch series is exchanged for definitive senior debt securities, announcement of such exchange shall be made by
us or on our behalf through the SGX-ST and such announcement will include all material information withrespect to the delivery of the definitive senior debt securities, including details of the paying agent in Singapore.
If any senior debt securities are listed on any other securities exchange, such senior debt securities will be subject
to any applicable rules of such securities exchange.
Registration, Transfer and Exchange of Senior Debt Securities
The trustee will maintain at its corporate trust office a register with respect to the senior debt securities. The
name of the registered holder of each senior debt security will be recorded in the register. The Company, thetrustee, the registrar and the paying agent may treat the person in whose name any senior debt security isregistered as the absolute owner of the senior debt security for all purposes and none of them shall be affected byany notice to the contrary.
At the option of the securityholder, subject to the restrictions contained in the senior debt security and in the
Indenture, the senior debt security may be transferred or exchanged for a like aggregate principal amount ofsenior debt securities of different authorized denominations, upon surrender for exchange or registration oftransfer, at the corporate trust office of the trustee. Any senior debt security surrendered for exchange orpresented for registration of transfer shall be duly endorsed, or be accompanied by a written instrument oftransfer or other documentation in a form identified in the Indenture. Senior debt securities issued upon exchangeor transfer shall be registered in the name of the securityholder requesting the exchange or, as the case may be,
the designated transferee or transferees and delivered at the trustee’s office, or mailed, at the request, risk andexpense of, and to the address requested by, the designated transferee or transferees. No service charge, otherthan any cost of delivery not made by regular mail, shall be imposed for any transfer or exchange of senior debt
securities, but the Company or the trustee may require payment of a sum sufficient to cover any stamp duty, tax
or governmental charge or insurance charge that may be imposed in connection with any transfer or exchange ofsenior debt securities.
Upon the transfer, exchange or replacement of certificated senior debt securities bearing the legend, thetrustee will deliver only certificated senior debt securities bearing such legend unless the Company otherwise
consents.
35Trustee, Paying Agent, Registrar and Calculation Agent
The Bank of New York Mellon will initially act as trustee, paying agent and registrar for the senior debt
securities, and as calculation agent with respect to the floating rate notes. The Company may change the paying
agent, registrar or calculation agent without prior notice to the holders of the senior debt securities, and theCompany or any of its subsidiaries may act as paying agent, registrar or calculation agent. The applicableprospectus supplement will name any such successor trustee, paying agent, registrar and, if applicable,
calculation agent with respect to the series of senior debt securities being offered by such prospectus supplement.
The trustee is located at 101 Barclay Street, New York, NY 10286, United States of America.
Authenticating AgentThe Indenture will permit the trustee to appoint an authenticating agent or agents with respect to the seniordebt securities issued under such indenture. Such authenticating agent will be authorized to act on behalf of thetrustee to authenticate the senior debt securities, and senior debt securities authenticated by such authenticating
agent will be entitled to the benefits of the Indenture and valid and obligatory for all purposes as if authenticated by
the trustee. The trustee may change the authenticating agent at any time, as more fully described in the Indenture.
Minimum Board Lot Size on the SGX-ST
If any series of senior debt securities are listed on the SGX-ST, such senior debt securities are expected to
be traded on the SGX-ST in a minimum board lot size of $200,000 for so long as such senior debt securities arelisted on the SGX-ST.

36

TAXATION
The following summaries are not intended as a complete analysis of the tax consequences under Japaneseor United States federal income tax law as a result of the purchase, ownership and sale of the senior debt
securities by investors. Potential investors should consult with their own tax advisers on the tax consequences ofthe purchase, ownership, sale, and other relevant circumstances concerning the senior debt securities, including
specifically the applicable tax consequences under Japanese or United States federal income tax laws, the law of
the jurisdiction of their country of residence (if relevant) and any tax treaty between Japan and their country ofresidence.
Japanese Taxation
The following is a general description of certain Japanese tax aspects of the senior debt securities and does
not purport to be a comprehensive description of the tax aspects of the senior debt securities. Prospective
purchasers should note that, although the general tax information on Japanese taxation is described hereunder
for convenience, the statements below are general in nature and not exhaustive. Prospective purchasers areadvised to consult their own legal, tax, accountancy or other professional advisors in order to ascertain their
particular circumstances regarding taxation.
The statements below are based on current tax laws and regulations in Japan and current tax treaties
executed by Japan all as in effect on the date hereof and all of which are subject to change or differinginterpretations (possibly with retroactive effect). Neither such statements nor any other statements in thisdocument are to be regarded as advice on the tax position of any beneficial owner of the senior debt securities orany person purchasing, selling or otherwise dealing in the senior debt securities or any tax implication arisingfrom the purchase, sale or other dealings in respect of the senior debt securities.
The Senior Debt Securities
The senior debt securities do not fall under the concept of so-called “taxable linked notes” as described in
Article 6, Paragraph 4 of the Special Taxation Measures Act, i.e., notes of which the amount of interest is to be
calculated by reference to certain indexes (as prescribed by the Cabinet Order under the Special Taxation
Measures Act) relating to the Company or a specially-related person of the Company.
Capital Gains, Stamp Tax and Other Similar Taxes, Inheritance and Gift Taxes
Gains derived from the sale of senior debt securities outside Japan by an individual non-resident of Japan ora non-Japanese corporation having no permanent establishment within Japan are, in general, not subject toJapanese income tax or corporate tax.
No stamp, issue, registration or similar taxes or duties will, under current Japanese law, be payable in Japanby holders of senior debt securities in connection with the issue of the senior debt securities, nor will such taxes
be payable by holders of senior debt securities in connection with their transfer if such transfer takes placeoutside Japan.
Japanese inheritance tax or gift tax at progressive rates may be payable by an individual, wherever resident,
who has acquired senior debt securities from another individual as legatee, heir or donee.
Representation by Investor upon Distribution of Senior Debt Securities
BY SUBSCRIBING FOR THE SENIOR DEBT SECURITIES, A SECURITYHOLDER WILL BE
DEEMED TO HAVE REPRESENTED THAT IT IS A PERSON WHO FALLS INTO THE CATEGORY OF(i) OR (ii) BELOW. The senior debt securities are not, as part of the distribution under the applicable
underwriting agreement by the underwriters at any time, to be directly or indirectly offered or sold to, or for the37

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 specially-related person of the Company (as defined below) or (ii) a
Designated Financial Institution, except as specifically permitted under the Special Taxation Measures Act.
Payments of Interest and Redemption Gain on Senior Debt Securities
The following description of Japanese taxation (limited to national taxes) applies exclusively to interest on
the senior debt securities and the redemption gain, meaning any difference between the acquisition price of theinterest-bearing senior debt securities of the holder and the amount which the holder receives upon redemption ofsuch interest-bearing senior debt securities (the “Redemption Gain”), where such senior debt securities are issued
by the Company outside Japan and payable outside Japan. In addition, the following description assumes that
only global notes are issued for the senior debt securities, and no definitive bonds and coupons that are
independently traded are issued, in which case different tax consequences may apply. It is not intended to be
exhaustive and prospective purchasers are recommended to consult their tax advisers as to their exact tax
position.
1.

Non-resident Investors

If the recipient of interest on the senior debt securities or of the Redemption Gain with respect tointerest-bearing senior debt securities is an individual non-resident of Japan or a non-Japanese corporation forJapanese tax purposes, as described below, the Japanese tax consequences on such individual non-resident ofJapan or non-Japanese corporation are significantly different depending upon whether such individual nonresident of Japan or non-Japanese corporation is a specially-related person of the Company (as defined below).
Most importantly, if such individual non-resident of Japan or non-Japanese corporation is a specially-related
person of the Company (as defined below), income tax at the rate of 15.315% of the amount of such interest will
be withheld by the Company under Japanese tax law.
1.1. Interest(1) If the recipient of interest on the senior debt securities is an individual non-resident of Japan or a
non-Japanese corporation having no permanent establishment within Japan or having a permanentestablishment within Japan but where the receipt of the interest on the senior debt securities is not
attributable to the business of such individual non-resident of Japan or non-Japanese corporation
carried on within Japan through such permanent establishment, no Japanese income tax or corporate
tax is payable with respect to such interest whether by way of withholding or otherwise, if such
recipient complies with certain requirements, inter alia:(i)

if the relevant senior debt securities are held through a Participant, the requirement to provide, atthe time of entrusting a Participant with the custody of the relevant senior debt securities, theInterest Recipient Information, and to advise the Participant if such individual non-resident ofJapan or non-Japanese corporation ceases to be so exempted (including the case where it became a
specially-related person of the Company (as defined below)); and(ii) if the relevant senior debt securities are not held by a Participant, the requirement to submit to therelevant Paying Agent a Written Application for Tax Exemption, together with certain
documentary evidence.
Failure to comply with such requirements described above (including the case where the Interest
Recipient Information is not duly communicated as required under the Act) will result in thewithholding by the Company of income tax at the rate of 15.315% of the amount of such interest.
(2) If the recipient of interest on the senior debt securities is an individual non-resident of Japan or a
non-Japanese corporation having a permanent establishment within Japan and the receipt of interest is38carried on within Japan through such permanent establishment, such interest will not be subject to a
15.315% withholding tax by the Company, if the recipient provides the Interest Recipient Informationor submits the Written Application for Tax Exemption as set out in paragraph 1.1(1) above. Failure to
do so will result in the withholding by the Company of income tax at the rate of 15.315% of the amountof such interest. The amount of such interest will be aggregated with the recipient’s other Japanesesource income and will be subject to regular income tax or corporate tax, as appropriate.
(3) Notwithstanding paragraphs 1.1(1) and (2) above, if an individual non-resident of Japan or a nonJapanese corporation mentioned above is a person who has a special relationship with the Company(that is, in general terms, a person who directly or indirectly controls or is directly or indirectly
controlled by, or is under direct or indirect common control with, the Company) within the meaningprescribed by the Cabinet Order under Article 6, Paragraph 4 of the Special Taxation Measures Act(such person is referred to as a “specially-related person of the Company”) as of the beginning of the
fiscal year of the Company in which the relevant interest payment date falls, the exemption fromJapanese withholding tax on interest mentioned above will not apply, and income tax at the rate of
15.315% of the amount of such interest will be withheld by the Company. If such individual nonresident of Japan or non-Japanese corporation has a permanent establishment within Japan, regularincome tax or corporate tax, as appropriate, collected otherwise by way of withholding, could apply tosuch interest under Japanese tax law.
(4) If an individual non-resident of Japan or a non-Japanese corporation (regardless of whether it is a
specially-related person of the Company) is subject to Japanese withholding tax with respect to intereston the senior debt securities under Japanese tax law, a reduced rate of withholding tax or exemption
from such withholding tax may be available under the relevant income tax treaty between Japan andthe country of tax residence of such individual non-resident of Japan or non-Japanese corporation. Asof the date of this document, Japan has income tax treaties, conventions or agreements whereby theabove-mentioned withholding tax rate is reduced, generally to 10% with, inter alia, Australia, Austria,
Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Luxembourg, theNetherlands, New Zealand, Norway, Portugal, Singapore, Spain, Switzerland and the United States ofAmerica. Under the tax treaties between Japan and the United Kingdom or Sweden, interest paid toqualified United Kingdom or Swedish residents is generally exempt from Japanese withholding tax.
Japan and the United States of America or Germany have also signed an amendment to the existing tax
treaty generally exempting interest from Japanese withholding tax; however, this amendment has not
yet entered into force. Under the current income tax treaty between Japan and the United States ofAmerica, certain limited categories of qualified United States residents receiving interest on the seniordebt securities may, subject to compliance with certain procedural requirements under Japanese law, befully exempt from Japanese withholding tax for interest on the senior debt securities. Under the income
tax treaties with France, Australia, the Netherlands and Switzerland, similar exemptions to those
provided in the current income tax treaty between Japan and the United States of America will beavailable (provided that no exemption will apply to pension funds in the case of Australia). In order toenjoy such reduced rate of, or exemption from, Japanese withholding tax under any applicable income
tax treaty, individual non-residents of Japan or non-Japanese corporations which are entitled, under any
applicable income tax treaty, to a reduced rate of, or exemption from, Japanese withholding tax on
payment of interest by the Company are required to submit an Application Form for Income Tax
Convention regarding Relief from Japanese Income Tax and Special Income Tax for Reconstruction on
Interest (as well as any other required forms and documents) in advance through the Company to therelevant tax authority before payment of interest.
(5) Under the Act, (a) if an individual non-resident of Japan or a non-Japanese corporation that is abeneficial owner of the senior debt securities becomes a specially-related person of the Company, or anindividual non-resident of Japan or a non-Japanese corporation that is a specially-related person of
the Company becomes a beneficial owner of the senior debt securities, and (b) if such senior debt
securities are held through a Participant, then such individual non-resident of Japan or non- Japanese39

corporation should notify the Participant of such change in status by the immediately following interest
payment date of the senior debt securities. As described in paragraph 1.1(3) above, as the status of suchindividual non-resident of Japan or non-Japanese corporation as a specially-related person of theCompany for Japanese withholding tax purposes is determined based on the status as of the beginningof the fiscal year of the Company in which the relevant interest payment date falls, such individual
non-resident of Japan or non-Japanese corporation should, by such notification, identify and advise theParticipant of the specific interest payment date on which Japanese withholding tax starts to apply withrespect to such individual non-resident of Japan or non-Japanese corporation as being a speciallyrelated person of the Company.
1.2. Redemption Gain
(1) If the recipient of the Redemption Gain is an individual non-resident of Japan or a non-Japanese
corporation having no permanent establishment within Japan or having a permanent establishment
within Japan but where the receipt of such Redemption Gain is not attributable to the business of suchindividual non-resident of Japan or non-Japanese corporation carried on within Japan through suchpermanent establishment, no income tax or corporate tax is payable by way of withholding orotherwise with respect to such Redemption Gain.
(2) If the recipient of the Redemption Gain is an individual non-resident of Japan or a non-Japanese
corporation having a permanent establishment within Japan and the receipt of such Redemption Gain is
attributable to the business of such individual non-resident of Japan or non-Japanese corporation
carried on within Japan through such permanent establishment, such Redemption Gain will not be
subject to any withholding tax but will be aggregated with the recipient’s other Japanese source income
which is subject to Japanese taxation and subject to regular income tax or corporate tax, as appropriate.
(3) Notwithstanding paragraphs 1.2(1) and (2) above, if an individual non-resident of Japan or a nonJapanese corporation mentioned above is a specially-related person of the Company as of the beginningof the fiscal year of the Company in which such individual non-resident of Japan or non-Japanese
corporation acquired such senior debt securities, the Redemption Gain will not be subject towithholding tax but will be subject to regular income tax or corporate tax, as appropriate, underJapanese tax law, regardless of whether such individual non-resident of Japan or non-Japanese
corporation has a permanent establishment within Japan, provided that exemption may be available
under the relevant income tax treaty.
2.

Resident Investors

If the recipient of interest on the senior debt securities is an individual resident of Japan or a Japanese
corporation for Japanese tax purposes, as described below, regardless of whether such recipient is a speciallyrelated person of the Company, in addition to any applicable local tax, income tax will be withheld at the rate of
15.315% of the amount of such interest, if such interest is paid to an individual resident of Japan or a Japanese
corporation (except for (i) a Designated Financial Institution or (ii) a Public Corporation (as defined below) or aSpecified Financial Institution (as defined below) to which such interest is paid through the Japanese Custodian(as defined below) in compliance with the requirement for tax exemption under Article 3-3, Paragraph 6 ofSpecial Taxation Measures Act.) In addition to the withholding tax consequences upon resident investors as
explained in this section 2, resident investors should consult their own tax advisors regarding their regularincome tax or corporate tax consequences other than by way of withholding, bearing in mind, especially for
individual residents of Japan, the change to the taxation regime of senior debt securities that took effect onJanuary 1, 2016.
2.1. Interest(1) If an individual resident of Japan or a Japanese corporation (other than a Specified Financial Institution(as defined below) or a Public Corporation (as defined below), who complies with the requirement as40

referred to in paragraph 2.1(2) below) receives payments of interest on the senior debt securities
through certain Japanese payment handling agents as defined in Article 2-2, Paragraph 2 of the Cabinet
Order (each a “Japanese Payment Handling Agent”), income tax at the rate of 15.315% of the amountof such interest will be withheld by the Japanese Payment Handling Agent rather than by the Company.
As the Company is not in a position to know in advance the recipient’s status, the recipient of interest
falling within this category should inform the Company through a Paying Agent of its status in a timely
manner. Failure to so inform may result in double withholding.
(2) If the recipient of interest on the senior debt securities is a Japanese public corporation or a Japanesepublic-interest corporation designated by the relevant law (kokyohojin tou) (a “Public Corporation”) ora Japanese bank, a Japanese insurance company, a Japanese financial instruments business operator orother Japanese financial institution falling under certain categories prescribed by the relevant Cabinet
Order under Article 3-3, Paragraph 6 of the Special Taxation Measures Act (each, a “Specified
Financial Institution”) that keeps its senior debt securities deposited with, and receives the interest
through, a Japanese Payment Handling Agent with custody of the senior debt securities (the “Japanese
Custodian”) and such recipient submits through such Japanese Custodian to the competent tax authority
the report prescribed by the Act, no withholding tax is levied on such interest. However, since theCompany is not in a position to know in advance the recipient’s such tax exemption status, therecipient of interest falling within this category should inform the Company through a Paying Agent of
its status in a timely manner. Failure to so notify the Company may result in the withholding by theCompany of a 15.315% income tax.
(3) If an individual resident of Japan or a Japanese corporation (except for a Designated Financial
Institution which complies with the requirements described in paragraph 2.1(4) below) receives intereston the senior debt securities not through a Japanese Payment Handling Agent, income tax at the rate of
15.315% of the amount of such interest will be withheld by the Company.
(4) If a Japanese bank, Japanese insurance company, Japanese financial instruments business operator or a
Designated Financial Institution receives interest on the senior debt securities not through a Japanese
Payment Handling Agent and such recipient complies with the requirement, inter alia, to provide theInterest Recipient Information or to submit the Written Application for Tax Exemption as referred to inparagraph 1.1(1) above, no withholding tax will be imposed.
2.2. Redemption Gain
If the recipient of the Redemption Gain is an individual resident of Japan or a Japanese corporation, such
Redemption Gain will not be subject to any withholding tax.
3.

Special Additional Tax for Reconstruction From the Great East Japan Earthquake

Due to the imposition of a special additional withholding tax of 0.315% (or 2.1% of 15%) to secure funds
for reconstruction from the Great East Japan Earthquake, the withholding tax rate has been effectively increased
to 15.315% during the period beginning on January 1, 2013 and ending on December 31, 2037. There will also
be certain special additional tax imposed upon regular income tax due other than by way of withholding forindividual non-residents of Japan, as referred to in the foregoing descriptions, for a certain period.
U.S. Taxation
The following sets forth the material U.S. federal income tax consequences of the acquisition, ownershipand disposition of senior debt securities. Except as provided in “—Potential FATCA Withholding After 2018”
below, this discussion applies only to U.S. holders, as defined below. This summary is based upon U.S. federal
income tax laws, including the U.S. Internal Revenue Code of 1986, as amended, or the Code, its legislative
history, existing and proposed Treasury Regulations under the Code, published rulings and court decisions, andupon the Convention between the United States of America and Japan for the Avoidance of Double Taxation and41

the Prevention of Fiscal Evasion with respect to Taxes on Income, or the Tax Convention. All of the preceding
authorities are subject to change, possibly with retroactive effect, which may result in U.S. federal income tax
consequences different from those discussed below. We have not requested, and will not request, a ruling fromthe Internal Revenue Service, or the IRS, with respect to any of the U.S. federal income tax consequences
described below. As a result, there can be no assurance that the IRS or a court considering these issues will not
disagree with or challenge any of the conclusions we have reached and describe below.
The following summary is not a complete analysis or description of all potential U.S. federal income tax
consequences to a particular U.S. holder. It does not address all U.S. federal income tax considerations that might
be relevant to all categories of potential purchasers, certain of which (such as banks or other financial
institutions, regulated investment companies, real estate investment trusts, insurance companies, dealers ortraders in securities, tax-exempt entities, non-U.S. persons, persons holding senior debt securities as part of a“straddle,” “hedge,” conversion or other integrated transaction, holders whose “functional currency” is not the
U.S. dollar, partnerships or other pass-through entities for U.S. federal income tax purposes or persons holding
senior debt securities through a partnership or other pass through entity, U.S. expatriates, and holders liable foralternative minimum tax) are subject to special tax treatment. This summary does not address estate and gift tax
consequences or any non-U.S., state or local tax consequences of owning our senior debt securities. In addition,
this summary applies only to investors that acquire any series of senior debt securities at their issue price andwithout original issue discount (other than de minimis original issue discount). This summary assumes thatinvestors will hold our senior debt securities as capital assets within the meaning of Section 1221 of the Code.
The applicable prospectus supplement may address additional U.S. federal income tax consequences related to aparticular series of senior debt securities.
As used herein, a “U.S. holder” means a beneficial owner of a senior debt security that is, for U.S. federal
income tax purposes, any of the following:•

an individual who is a citizen or a resident alien of the United States as determined for U.S. federal
income tax purposes;•a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created ororganized in or under the laws of the United States, any state thereof or the District of Columbia;•

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or•a trust (A) the administration of which is subject to the primary supervision of a court within the UnitedStates and with respect to which one or more U.S. persons has the authority to control all substantial
decisions of the trust or (B) that has a valid election in effect under applicable U.S. Treasury
Regulations to be treated as a U.S. person.

If a partnership (or other pass-through entity for U.S. federal income tax purposes) holds our senior debt
securities, the tax treatment of a partner in or owner of the partnership or pass-through entity will generally
depend upon the status of the partner or owner and the activities of the entity. A partner in or owner of apartnership or other pass-through entity that is considering holding our senior debt securities should consult its
own tax advisor regarding the tax consequences of acquiring, owning and disposing of our senior debt securities.
The following discussion is for general information only and is not intended to be, nor should it beconstrued to be, legal or tax advice to any holder or prospective holder of our senior debt securities, and no
opinion or representation with respect to the U.S. federal income tax consequences to any such holder orprospective holder is given.
U.S. holders should consult their own tax advisors concerning the application of the following rules to their
particular situations, as well as the estate and gift tax consequences and the tax consequences to them under thelaws of any other taxing jurisdiction.
42

Certain Additional Amounts. As described above under “Description of the Senior Debt Securities—
Payment of Additional Amounts,” we may be obligated to pay amounts in excess of the stated interest or
principal on the senior debt securities in certain circumstances. These potential payments may implicate theprovisions of Treasury Regulations relating to “contingent payment debt instruments.” According to theapplicable Treasury Regulations, certain contingencies will not cause a debt instrument to be treated as acontingent payment debt instrument if such contingencies, as of the date of issuance, are remote or incidental.
We intend to take the position that the payment of additional amounts is remote, and do not intend to treat thesenior debt securities as contingent payment debt instruments. Our position that such contingency is remote isbinding on a holder of the senior debt securities unless such holder discloses its contrary position in the mannerrequired by applicable Treasury Regulations. Our position is not, however, binding on the IRS, and if the IRS
were successfully to challenge this position, a holder might be required to accrue interest income at a rate higher
than the stated interest rate on the senior debt securities, and to treat as ordinary interest income any gain realizedon the taxable disposition of a senior debt security. The remainder of this discussion assumes that the senior debt
securities will not be treated as contingent payment debt instruments. Holders should consult their own tax
advisors regarding the possible application of the contingent payment debt instrument rules to the senior debt
securities.
Payments of Stated Interest. Qualified stated interest, or QSI, paid on our senior debt securities will
generally be taxable to a U.S. holder as ordinary income at the time it is received or accrued, in accordance withsuch U.S. holder’s regular method of accounting for U.S. federal income tax purposes. In general, interest on a
fixed rate Note is treated as QSI if it is payable at a single fixed rate and is unconditionally payable in cash or inproperty (other than our own debt instruments) at least annually. In addition, interest on a variable rate debt
instrument is treated as QSI if (1) the issue price of the debt instrument does not exceed the original statedprincipal amount by more than a specified de minimis amount, (2) the debt instrument does not provide for any
principal payments that are contingent, (3) the interest compounds or is payable at least annually at current valuesof (a) one or more qualified floating rates, (b) a single fixed rate and one or more qualified floating rates, (c) asingle objective rate, or (d) a single fixed rate and a single objective rate that is a “qualified inverse floating rate”,
and (4) the interest is unconditionally payable in cash or in property (other than our own debt instruments) atleast annually. We expect interest on each of our senior debt securities to be unconditionally payable in cash atleast annually and either payable at a single fixed rate (on our fixed rate senior debt securities) or payable at aqualified floating rate on senior debt securities that meet the other requirements set out above, and therefore, ineach case, to be treated as QSI.
In addition to QSI on our senior debt securities, a U.S. holder will be required to include in income any
additional amounts and any tax withheld from QSI payments notwithstanding that such withheld tax is not in fact
received by such U.S. holder. With respect to any tax withheld under Japanese law, a U.S. holder may be entitledto deduct or credit tax withheld at the rate under the Tax Convention, or such other rate as may be applicable,
subject to applicable limitations in the Code, including that the choice to deduct foreign taxes must apply to all of
the U.S. holder’s foreign taxes for a particular year. For foreign tax credit limitation purposes, QSI, including
Japanese taxes withheld therefrom, if any, and additional amounts paid on our senior debt securities, will beincome from sources outside the United States and will, with certain limitations, be treated as “passive category
income” or, in the case of certain U.S. holders, “general category income.” U.S. holders will generally be denied
a foreign tax credit for foreign taxes imposed with respect to the senior debt securities where such holder does
not meet a minimum holding period requirement during which such holder is not protected from risk of loss. The
rules governing the foreign tax credit are complex. U.S. holders are urged to consult their tax advisors regarding
the availability of the foreign tax credit under their particular circumstances.
Sale, Exchange, Retirement or Other Taxable Disposition. A U.S. holder’s tax basis in a senior debt security
will, in general, be such holder’s cost for that senior debt security. A U.S. holder will generally recognize capitalgain or loss on the sale, exchange, retirement or other taxable disposition of our senior debt securities in an
amount equal to the difference between the amount realized from such sale, exchange, retirement or other taxable
disposition, other than amounts attributable to accrued but unpaid interest, which will be taxed as ordinary
43

income to the extent not previously included in income, and the U.S. holder’s tax basis in such senior debt
securities. Such gain or loss will be long term capital gain or loss if the holding period for our senior debt
securities exceeds one year at the time of disposition. Long term capital gain of non-corporate U.S. holders(including individuals) is eligible for reduced rates of taxation. The ability to deduct capital losses is subject tolimitations. For purposes of determining a U.S. holder’s allowable foreign tax credit, gain or loss realized by a
U.S. holder, will generally be U.S. source income or loss. Special rules apply in determining the source of othertypes of loss such as loss attributable to accrued but unpaid interest, and U.S. holders should consult their tax
advisors regarding the treatment of such items in their particular situations.
Additional Tax on Passive Income. Certain U.S. holders that are individuals, trusts, or estates will be
required to pay a 3.8% tax on, among other things, interest and capital gain from the sale, exchange, retirement orother taxable disposition of our senior debt securities. U.S. holders should consult their own tax advisors
regarding the application of this tax to their ownership of our senior debt securities.
Information with Respect to Specified Foreign Financial Assets. Certain U.S. holders are required to report
information relating to an interest in our senior debt securities, subject to certain exceptions (including an
exception for senior debt securities held in accounts maintained by certain financial institutions), by attaching acompleted IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year inwhich they hold an interest in our senior debt securities. U.S. holders should consult their own tax advisors
regarding information reporting requirements relating to their ownership of our senior debt securities.
Information Reporting and Backup Withholding. Proceeds from the sale, exchange, retirement or othertaxable disposition of our senior debt securities, or payments of interest on our senior debt securities, generally
will be subject to information reporting requirements. Those proceeds or interest payments may also be subject tobackup withholding unless the U.S. holder:•is an exempt recipient, and, when required, demonstrates this fact, or•

provides a correct taxpayer identification number on a properly completed IRS Form W-9 certifyingthat the U.S. holder is not subject to backup withholding and otherwise complies with applicablerequirements of the backup withholding rules.

Backup withholding is not an additional tax. Any amounts withheld under these rules will be creditableagainst the U.S. holder’s U.S. federal income tax liability or refundable to the extent that it exceeds such liability
if the U.S. holder timely provides the required information to the IRS. If a U.S. holder is required to and does notprovide a correct taxpayer identification number, the U.S. holder may be subject to penalties imposed by the IRS.
All U.S. holders should consult their tax advisors as to their qualification for the exemption from backup
withholding and the procedure for obtaining such an exemption, if available.
Potential FATCA Withholding After 2018. To prevent U.S. tax evasion by U.S. taxpayers, Sections 1471
through 1474 of the Code, such sections commonly referred to as FATCA, encourage foreign financial
institutions to report information about their U.S. account holders (including holders of certain equity or debt
interests) to the IRS. Foreign financial institutions that fail to comply with the withholding and reporting
requirements of FATCA and certain account holders that do not provide sufficient information under therequirements of FATCA will be subject to a 30% withholding tax on certain payments they receive, including“foreign passthru payments.” Because we are treated as a foreign financial institution for purposes of FATCA,
such withholding may be imposed on payments on the senior debt securities (to the extent such payments are
considered foreign passthru payments) to any foreign financial institution (including an intermediary throughwhich a holder may hold senior debt securities) that fails to comply with FATCA or any other investor that does
not provide information sufficient to establish that the investor is not subject to withholding under FATCA,
unless such foreign financial institution or investor is otherwise exempt from FATCA.

44

The term “foreign passthru payment” is not currently defined in U.S. Treasury Regulations. Withholding on
foreign passthru payments will not be required with respect to payments made before January 1, 2019, and is notapplicable to debt obligations that are issued before (and not materially modified after) the date that is six months
after the date on which final U.S. Treasury Regulations defining the term “foreign passthru payments” arepublished. In addition, the United States has entered into intergovernmental agreements, or IGAs, with certain
non-United States jurisdictions (including Japan) that will modify the FATCA withholding regime describedabove. It is not yet clear how the IGAs will address foreign passthru payments and whether such IGAs may
relieve foreign financial institutions of any obligation to withhold on foreign passthru payments.
As discussed above, because the term “foreign passthru payment” is not defined in U.S. Treasury
Regulations, the future application of FATCA withholding tax on foreign passthru payments to holders of seniordebt securities is uncertain. If a holder of senior debt securities is subject to withholding, there will be no
additional amounts payable by way of compensation to the holder of debt securities for the deducted andwithheld amount.
Holders of senior debt securities should consult their own tax advisors regarding FATCA in light of their
particular situation.
We urge U.S. holders to consult their own tax advisors concerning the U.S. federal, state and local andother tax consequences to them of the purchase, ownership and disposition of our senior debt securities.

45

CERTAIN ERISA AND SIMILAR CONSIDERATIONSThe U.S. Employee Retirement Income Security Act of 1974, as amended, or ERISA, imposes certain
requirements on “employee benefit plans” (as defined in Section 3(3) of ERISA) which are subject to Title I of
ERISA, including entities such as collective investment funds and separate accounts whose underlying assets are
deemed to include the assets of such plans, or collectively, ERISA Plans, and on those persons who are
fiduciaries with respect to ERISA Plans. Investments by ERISA Plans are subject to, among other requirements,
ERISA’s general fiduciary requirements, including the requirement of investment prudence and diversificationand the requirement that an ERISA Plan’s investments be made in accordance with the documents governing the
ERISA Plan. The prudence of a particular investment must be determined by the responsible fiduciary of an
ERISA Plan by taking into account the ERISA Plan’s particular circumstances and all of the facts andcircumstances of the investment including, but not limited to, the matters discussed above under “Risk Factors”
and the fact that in the future there may be no market in which such fiduciary will be able to sell or otherwise
dispose of the senior debt securities.
Section 406 of ERISA and Section 4975 of the Internal Revenue Code of 1986, as amended, or the Code,prohibit certain transactions involving the assets of an ERISA Plan (as well as those plans that are not subject to
ERISA but which are subject to Section 4975 of the Code, such as individual retirement accounts, or together
with ERISA Plans, Plans) and certain persons (referred to as “parties in interest” or “disqualified persons”)
having certain relationships to such Plans, unless a statutory or administrative exemption is applicable to thetransaction. A party in interest or disqualified person who engages in a prohibited transaction may be subject toexcise taxes and other penalties and liabilities under ERISA and/or Section 4975 of the Code. In addition, afiduciary of the Plan who engaged in such non-exempt prohibited transaction may be subject to penalties andliabilities under ERISA and the Code.
Prohibited transactions within the meaning of Section 406 of ERISA or Section 4975 of the Code may arise
if senior debt securities are acquired with the assets of a Plan with respect to which the Company, the initialpurchasers, the trustee, or any of their respective affiliates, is a party in interest or disqualified person. Certain
exemptions from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Codemay be applicable, however, depending in part on the type of Plan fiduciary making the decision to acquire asenior debt security and the circumstances under which such decision is made. Included among these exemptions
are Prohibited Transaction Class Exemption, or PTCE, 91-38 (relating to investments by bank collective
investment funds), PTCE 84-14 (relating to transactions effected by a “qualified professional asset manager”),
PTCE 90-1 (relating to investments by insurance company pooled separate accounts), PTCE 95-60 (relating toinvestments by insurance company general accounts), and PTCE 96-23 (relating to transactions effected by inhouse asset managers). There is also a statutory exemption that may be available under Section 408(b)(17) of
ERISA and Section 4975(d)(20) of the Code for transactions with a person who is a party in interest or
disqualified person with respect to a Plan investing in the senior debt securities for adequate consideration,
provided such person (i) is not the fiduciary with respect to the Plan’s assets used to acquire the senior debt
securities or an affiliate of such fiduciary and (ii) such person is a party in interest or disqualified person solely
by reason of (x) being a service provider to the Plan or (y) having a specified relationship to such service
provider. Adequate consideration, in the case of a security for which there is not a generally recognized market,
means fair market value as determined in good faith by the Plan fiduciary in accordance with regulations to be
promulgated by the U.S. Department of Labor. There can be no assurance that any of these exemptions or any
other administrative or statutory exemption will be available with respect to any particular transaction involving
the senior debt securities.
Any insurance company proposing to invest assets of its general account in senior debt securities should
consider the extent to which such investment would be subject to the requirements of Title I of ERISA and
Section 4975 of the Code in light of the U.S. Supreme Court’s decision in John Hancock Mutual Life Insurance
Co. v. Harris Trust and Savings Bank, 510 U.S. 86 (1993) and Section 401(c) of ERISA. Such an insurancecompany should consider (i) the exemptive relief granted by the U.S. Department of Labor for transactions46

involving insurance company general accounts in PTCE 95-60 and (ii) if such exemptive relief is not available,
whether its acquisition of senior debt securities will not require an exemption because the assets used for suchacquisition are not subject to Title I of ERISA or Section 4975 of the Code. The final regulations provide
guidance on which assets held by an insurance company constitute “plan assets” for purposes of the fiduciary
responsibility provisions of ERISA and Section 4975 of the Code.
Governmental plans, certain church plans and non-U.S. plans, while not subject to the fiduciary
responsibility provisions of Title I of ERISA or the provisions of Section 4975 of the Code, may nevertheless be
subject to state, local, other federal laws or non-U.S. laws that are substantially similar to the foregoingprovisions of ERISA and the Code, or Similar Laws.
By its acquisition of the senior debt securities (or any interest therein), each purchaser and subsequenttransferee thereof will be deemed to have represented and warranted, on each day from the date on which such
purchaser or transferee, as applicable, acquires its interest in such senior debt securities through and including thedate on which such purchaser or transferee, as applicable, disposes of its interest in such senior debt securities,
either that (a) it is neither a Plan (including, without limitation, an entity the underlying assets of which include“plan assets” by reason of a Plan’s investment in the entity or otherwise), nor a governmental, church, non-U.S.
or other plan that is subject to any Similar Law or (b) its acquisition, holding and disposition of a senior debt
security (or any interest therein) will not constitute or result in a non-exempt prohibited transaction under Section
406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, anon-exempt violation under any Similar Law).
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 particularly important that fiduciaries, or other persons considering purchasing the senior debt
securities on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential
applicability of ERISA, Section 4975 of the Code and any Similar Laws to such investment and whether an
exemption would be applicable to the purchase and holding of the senior debt securities.
Each purchaser and holder of a senior debt security will have exclusive responsibility for ensuring that its
purchase and holding of the senior debt security does not violate the fiduciary or prohibited transaction rules of
ERISA or the Code or the provisions of any applicable Similar Law. Nothing herein shall be construed as arepresentation that an investment in the senior debt securities would meet any or all of the relevant legal
requirements with respect to investments by, or is appropriate for, Plans generally or any particular Plan.

47

UNDERWRITING (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 dealers or agents; and•to investors directly.

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.
The prospectus supplement for each series of senior debt securities will describe:•a description of the transaction and senior debt securities to be offered;•

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 underwriter or underwriters;•

the offering price or purchase price of the senior debt securities and the use of proceeds from the sale;•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 by them.
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 may authorize underwriters to solicit offers by institutions to purchase from us the senior debt securities
subject to the underwriting agreement, at the public offering price stated in the prospectus supplement underdelayed 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.
48

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 a syndicate covering transaction.

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 the overthe-counter market or otherwise. Underwriters are not required to engage in any of these activities or to continue
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.
Conflicts of Interest
If Morgan Stanley & Co. LLC, Mitsubishi UFJ Securities (USA), Inc., or any other broker-dealer for whicha conflict of interest exists within the meaning of Rule 5121 of the Financial Industry Regulatory Authority’srules or any successor provisions, or Rule 5121, participates in the distribution of our senior debt securities, wewill conduct the offering in accordance with the applicable requirements of Rule 5121.

49

LEGAL MATTERS
Paul, Weiss, Rifkind, Wharton & Garrison LLP, our U.S. counsel, will pass for us upon certain mattersunder U.S. federal law and New York law. The address of Paul, Weiss, Rifkind, Wharton & Garrison LLP is
Fukoku Seimei Building 2F, 2-2, Uchisaiwaicho 2-chome, Chiyoda-ku, Tokyo 100-0011, Japan. Nagashima
Ohno & Tsunematsu, our Japanese counsel, will pass upon certain matters under Japanese laws. The address ofNagashima Ohno & Tsunematsu is JP Tower, 7-2, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-7036, Japan.
Simpson Thacher & Bartlett LLP will pass upon certain matters under U.S. federal law and New York law for theunderwriters. The address of Simpson Thacher & Bartlett LLP is Ark Hills Sengokuyama Mori Tower 41F,
9-10, Roppongi 1-chome, Minato-ku, Tokyo 106-0032, Japan.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The consolidated financial statements incorporated in this prospectus by reference from our annual report on
Form 20-F for the year ended March 31, 2015, and the effectiveness of our internal control over financial
reporting have been audited by Deloitte Touche Tohmatsu LLC, an independent registered public accounting
firm, as stated in their reports, which are incorporated herein by reference. Such consolidated financial statements
have been so incorporated in reliance upon the reports of such firm given upon their authority as experts inaccounting and auditing. The address of Deloitte Touche Tohmatsu LLC is Shinagawa Intercity, 2-15-3 Konan,
Minato-ku, Tokyo 108-6221, Japan.

WHERE YOU CAN OBTAIN MORE INFORMATION
We file reports and other information with the SEC. You may read and copy any document filed with the
SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at(800) SEC-0330 for further information on the Public Reference Room. Documents filed with the SEC are alsoavailable to the public on the SEC’s internet website at http://www.sec.gov.
This prospectus is part of a registration statement on Form F-3 that we filed with the SEC. The registration
statement, including the attached exhibits, contains additional relevant information about us and the securities
that may be offered from time to time.

INCORPORATION OF DOCUMENTS BY REFERENCEThe SEC allows us to “incorporate by reference” in this prospectus some or all of the documents we filewith the SEC. This means that we can disclose important information to you by referring you to those
documents. The information in a document that is incorporated by reference is considered to be a part of thisprospectus. We incorporate by reference in this prospectus the following documents or information we have filedwith the SEC:•

our annual report on Form 20-F for the fiscal year ended March 31, 2015, filed on July 27, 2015,•

our current report on Form 6-K relating to revisions to our previously announced regulatory capitalratios, dated January 20, 2016,•

our current report on Form 6-K relating to our unaudited U.S. GAAP financial condition and results ofoperations as of and for the six months ended September 30, 2015, dated January 29, 2016, and•our current report on Form 6-K relating to our unaudited financial information under Japanese GAAP
as of and for the nine months ended December 31, 2015, dated February 1, 2016.
50

In addition, we incorporate by reference in this prospectus all subsequent annual reports filed on Form 20-F
and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act andcertain reports on Form 6-K, which we furnish to the SEC, if they state that they are incorporated by reference inthis prospectus, after the date of this prospectus until the offering contemplated in this prospectus is completed.
Reports on Form 6-K we may furnish to the SEC after the date of this prospectus (or portions thereof) areincorporated by reference in this prospectus only to the extent that the report expressly states that it is (or such
portions are) incorporated by reference in this prospectus.
Any statement contained in a document incorporated or deemed to be incorporated by reference in thisprospectus shall be deemed to be modified or superseded for the purposes of this prospectus to the extent that astatement contained in this prospectus or in any subsequently filed document which also is or is deemed to beincorporated by reference in this prospectus modifies or supersedes that statement. The modifying or supersedingstatement need not state that it has modified or superseded a prior statement or include any other information set
forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shallnot 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, toconstitute a part of this prospectus.
We will provide you without charge upon written or oral request a copy of any of the documents that areincorporated by reference in this prospectus. If you would like us to provide you with any of these documents,
please contact us at the following address or telephone number: 7-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo
100-8330, Japan, Attention: Public Relations Office (telephone: 81-3-3240-8111).

LIMITATIONS ON ENFORCEMENT OF U.S. LAWSMUFG is a joint stock company incorporated in Japan. All of our directors and corporate executive officers,
and certain experts named in this prospectus, are residents of countries other than the United States. As a result,
you should note that it may be difficult or impossible to serve legal process on us or our directors and corporate
executive officers, or to force us or them to appear in a U.S. court. Our legal counsel in Japan, Nagashima
Ohno & Tsunematsu, has advised us that there is doubt as to the enforceability in Japan, in original actions or inactions to enforce judgments of U.S. courts, of civil liabilities based solely on U.S. securities laws. A Japanesecourt may refuse to allow an original action based on U.S. securities laws. Our legal counsel has further advisedthat the United States and Japan do not currently have a treaty providing for reciprocal recognition andenforcement of judgments, other than arbitration awards, in civil and commercial matters. Therefore, if you
obtain a civil judgment by a U.S. court, you will not necessarily be able to enforce it in Japan.

51

ANNEX A
UNAUDITED REVERSE RECONCILIATION OF SELECTED FINANCIAL INFORMATION
We incorporate by reference in this prospectus certain quarterly financial information prepared inaccordance with Japanese GAAP. The basis of the consolidated audited financial information incorporated byreference in this prospectus, which is presented under U.S. GAAP, is significantly different from Japanese GAAPin certain respects. We present below a reverse reconciliation from U.S. GAAP to Japanese GAAP of total equity
as of March 31, 2015 and net income before attribution of noncontrolling interests for the fiscal year ended
March 31, 2015.
As ofMarch 31, 2015
(in millions)

Total equity in accordance with U.S. GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Differences arising from different accounting for:1.
Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.
Allowance for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.
Pension liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.
Derivative financial instruments and hedging activities . . . . . . . . . . . . . . . . . . . . . . . . .
7.
Compensated absences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.
Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10. Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11. Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12. Investments in equity method investees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax effects, when applicable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥15,281,341

Net assets in accordance with Japanese GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥17,287,533(112,272)
142,949
198,211416,733(4,879)185,939
39,332(67,005)
1,314,356(120,116)(160,862)
484,200(275,024)(35,370)

For the fiscal year
ended
March 31, 2015
(in millions)

Net income before attribution of noncontrolling interests in accordance with U.S. GAAP . . . . . .
Differences arising from different accounting for:1.
Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.
Allowance for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.
Pension liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.
Derivative financial instruments and hedging activities . . . . . . . . . . . . . . . . . . . . . . . . .
7.
Compensated absences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.
Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10. Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11. Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12. Investments in equity method investees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax effects, when applicable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 1,596,636

Net income before attribution of noncontrolling interests in accordance with Japanese GAAP . .

¥ 1,146,970

A-1(561,237)
5,577(76,979)(11,058)(14,132)(54,778)
211
1,900
15,240(14,355)
23,518(23,282)
61,913
197,796

Explanation of Differences between U.S. GAAP and Japanese GAAP
Major factors which explain the differences shown in the above table are as follows:1.

Investment securities

The cost basis of certain securities is different under Japanese GAAP and U.S. GAAP due primarily to thefollowing:2.

•

On October 1, 2005, Mitsubishi Tokyo Financial Group, Inc. (“MTFG”) merged with UFJ Holdings,
Inc. (“UFJ Holdings”), with MTFG being the surviving entity, and was renamed “Mitsubishi UFJ
Financial Group, Inc.” Under U.S. GAAP, in accordance with the guidance on accounting for businesscombinations, the assets and liabilities of companies acquired in purchase transactions are recorded atfair value at the date of acquisition. Therefore, the new cost basis of investment securities, including
available-for-sale and other investment securities, of UFJ Holdings was established and they wererecognized at fair value as of October 1, 2005. Under Japanese GAAP, which was effective as of
October 1, 2005, the new cost basis was not established for certain investment securities and they werecarried over at their historical cost basis.

•

Under U.S. GAAP, other-than-temporary impairment is recognized in earnings for a debt security if anentity has intent to sell such a debt security or if it is more likely than not the entity will be required tosell such a debt security before recovery of its amortized cost basis. If not, the credit component ofother-than-temporary impairment on the debt security is recognized in earnings, but the noncredit
component is recognized in other comprehensive income. For marketable equity securities, other-thantemporary impairment is recognized in earnings when a decline in fair value below the cost is deemedother than temporary. In determining whether a decline in fair value is other-than-temporary, in
addition to the ability and positive intent to hold the investments for a period sufficient to allow for any
anticipated recovery in fair value, factors such as the extent of decline in fair value below cost and thelength of time that the decline has continued are considered. For marketable equity securities, if adecline in fair value exceeds 20% or a decline in fair value has continued for six months or more, suchdecline is generally deemed as other-than-temporary. The financial condition and near-term prospects
of issuers are also considered, primarily based on the credit standing of the issuers as determined by thecredit rating system. These are more strict criteria than Japanese GAAP, although recognition of
impairment losses of investment securities is also required under Japanese GAAP when a decline in themarket value below the cost is substantial, based on the extent of decline in market value and the credit
standing of the issuers.

•

Exchanges of investments as part of business combinations have been accounted for at cost underJapanese GAAP, while U.S. GAAP requires accounting for the transactions at fair value wheninvestments in acquired companies are exchanged for surviving companies in accordance with theguidance on accounting for nonmonetary exchange of cost-method investments.

•

Under Japanese GAAP, a portion of changes in the fair value of foreign securities held by BTMU and
MUTB which are resulted from changes other than in foreign exchange rates are recognized in othercomprehensive income, while under U.S. GAAP, such changes are recognized in earnings since the fairvalue option was elected on these securities in accordance with the guidance on accounting for fairvalue options for financial assets and financial liabilities.

Loans

Under U.S. GAAP, loan origination fees, net of certain direct origination costs, are deferred and recognizedover the contractual life of the loans, while under Japanese GAAP, they are primarily expensed at the time oforigination.

A-2

3.

Allowance for credit losses

Under U.S. GAAP, the credit loss allowance for impaired loans is calculated primarily based on the present
value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market
price, or the fair value of the collateral if the loan is collateral dependent, in accordance with the guidance on
accounting by creditors for the impairment of a loan. Under Japanese GAAP, an allowance is provided for certain
types of impaired loans based on historical loss experience. This difference between U.S. GAAP and Japanese
GAAP generally results in a larger amount of allowance for credit losses under U.S. GAAP.
4.

Fixed assets

The differences between Japanese GAAP and U.S. GAAP principally consist of (1) Premises andequipment, and (2) Land revaluation.
(1) Premises and equipment
Under U.S. GAAP, the cost of a nonmonetary asset acquired in exchange for another nonmonetary asset isbooked at the fair value of the asset surrendered or that of the asset received, and a gain or loss is recognized on
the exchange, unless the exchange is not essentially the culmination of an earning process in accordance with theguidance on accounting for nonmonetary transactions. Under Japanese GAAP, the cost of the asset surrendered is
assigned to the newly acquired asset in certain types of exchange transactions, resulting in no gain or loss on the
nonmonetary exchange.
(2) Land revaluation
Under Japanese GAAP, land used for business operations of domestic subsidiaries was revalued as ofMarch 31, 1998 for Bank of Tokyo-Mitsubishi, as of March 31, 2002 for The Mitsubishi Trust and Banking
Corporation and as of December 31, 2001 for other domestic subsidiaries of MTFG with the corresponding
impact recorded directly in equity as well as related deferred tax assets/liabilities, pursuant to the Law concerning
Revaluation of Land. U.S. GAAP does not allow revaluation of operating assets and requires land to be recorded
at cost. Accordingly, land held on the revaluation dates are recorded at different values.
5.

Pension liability

Under both U.S. GAAP and Japanese GAAP, the funded status of defined benefit plans is recognized asassets or liabilities in a consolidated balance sheet, and actuarial gains or losses and prior service costs or benefits
that have not yet been recognized through earnings as net periodic benefit cost are recognized in othercomprehensive income, net of tax, until they are amortized as a component of net periodic benefit cost. Actuarial
gains or losses are amortized based on corridor approach under U.S. GAAP, while they are amortized over a
specified number of years under Japanese GAAP.
6.

Derivative financial instruments and hedging activities

MUFG utilizes derivatives to manage its exposures to fluctuations in market factors such as interest rates
and foreign exchange rates arising from mismatches in the risk profiles of assets and liabilities. Under
U.S. GAAP, most derivatives used by MUFG are accounted for as trading assets or liabilities because they do not
qualify for hedge accounting under the criteria prescribed in the guidance on accounting for derivative
instruments and hedging activities. Japanese GAAP permits hedge accounting for certain derivative hedging
activities, including portfolio hedges, using less restrictive hedging criteria.
In addition, bifurcation requirements are different between U.S. GAAP and Japanese GAAP. Certain
embedded derivatives deemed as “clearly and closely related” to the host contracts under U.S. GAAP arebifurcated from their host contracts under Japanese GAAP when such embedded derivatives are processed
separately from the host contracts for internal management purposes.
A-3

7.

Compensated absences

Under U.S. GAAP, in accordance with the guidance on accounting for compensated absences, an employer
is required to accrue a liability for employees’ rights to receive compensation for future absences such as unused
vacations and holidays when certain conditions are met (for example, unexpired vacation benefits that employees
have earned but have not yet taken). Under Japanese GAAP, employers are not required to recognize liabilities
for such short-term employee benefits.
8.

Long-term debt

Under U.S. GAAP, in accordance with the guidance on accounting business combinations, the new costbasis of long-term debt of UFJ Holdings was established and it was recognized at fair value as of October 1,
2005. As part of the new cost basis, amortization of premiums and discounts of the long-term debt are adjusted
over the remaining contractual maturity. Under Japanese GAAP, which was effective as of October 1, 2005, the
new cost basis was not established and the long-term debt recorded at its historical cost basis.
9.

Consolidation

The scope of consolidation is different under U.S. GAAP and Japanese GAAP primarily because, under
U.S. GAAP, the primary beneficiary must consolidate variable interest entities based on variable interests, which
resulted in additional consolidation of certain variable interest entities. Japanese GAAP does not have a conceptof variable interest entities.
On the other hand, certain variable interest entities including funding vehicles, which are consolidated underJapanese GAAP due to the majority ownership of the voting rights, are not consolidated under U.S. GAAP
because MUFG and its consolidated subsidiaries are not their primary beneficiaries.
The breakdown of the impact of the difference on total equity is as follows.
Consolidation
under
U.S. GAAP

Deconsolidation
under
U.S. GAAP(in millions)

Total

Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 1,801,013(2,775,453)(2,240,629)
2,931,669(12,879)
154,171¥ (249,551) ¥ 1,551,462
785,704(1,989,749)
1,090(2,239,539)(13,740)
2,917,929
1,113,480
1,100,601(180,519)(26,348)

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

¥ (142,108)¥1,456,464¥ 1,314,356

The breakdown of the impact of the difference on net income before attribution of noncontrolling interests is
as follows.
Consolidation
under
U.S. GAAP

Deconsolidation
under
U.S. GAAP(in millions)

Total

Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥53,386(25,905)(122,904)
5,683
3,413
15,738¥ (15,160) ¥38,226
149,603
123,698(2,597)(125,501)
(219)
5,464
72,30775,720(118,105)(102,367)

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

¥(70,589)¥A-4

85,829¥15,24010. Goodwill
Under U.S. GAAP, in accordance with the guidance on accounting for business combinations, identifiable
assets acquired, liabilities assumed, and any noncontrolling interest in an acquiree are recorded at fair value at thedate of acquisition. Goodwill is the excess of the fair value of noncontrolling interest and considerationtransferred, over the fair value of identifiable assets acquired and liabilities assumed. Goodwill is not amortized,
but is subject to an annual impairment test at the reporting unit level, and also reviewed more frequently if eventsor changes in circumstance indicate that the goodwill might be impaired. Under Japanese GAAP, goodwill is thedifference between the purchase price consideration and the acquirer’s share of fair value of the net assets
acquired. Goodwill is amortized by straight-line method over the estimated period not exceeding 20 years, and an
impairment test is required only if indication of impairment is identified.
In addition, the acquisition of UFJ Holdings has been accounted for by a method similar to pooling-ofinterests, and consequently goodwill has not been recognized in accordance with Japanese GAAP, which was
effective as of October 1, 2005.
11. Intangible assets
Under U.S. GAAP, in accordance with the guidance on accounting for business combinations, allidentifiable intangible assets acquired in purchase transactions are recorded at fair value at the date ofacquisition. Intangible assets with definite useful lives are amortized over their estimated useful life and reviewed
for impairment whenever events or changes in circumstance indicate that their carrying amount may not berecoverable. Intangible assets with indefinite useful lives are tested for impairment at least annually, and also
reviewed more frequently if events or changes in circumstance indicate that the assets might be impaired. Under
Japanese GAAP, which was effective as of October 1, 2005, intangible assets have not been recognized inconnection with the acquisition of UFJ Holdings.
12. Investments in equity method investees
Under U.S. GAAP, a portion of a difference between the cost of an investment and the amount ofunderlying equity in net assets of an investee is not amortized. A loss in value of an investment that is other thana temporary decline is recognized as an impairment loss. Under Japanese GAAP, goodwill which is included ininvestments in equity method investees is amortized by straight-line method. If a decline in the market value
below the cost is substantial, based on the extent of decline in market value and the credit standing of the issuers,
an impairment loss is recognized within the limit of the amount of unamortized goodwill.

A-5

OUR REGISTERED HEAD OFFICE
Mitsubishi UFJ Financial Group, Inc.
7-1, Marunouchi 2-chome
Chiyoda-ku, Tokyo 100-8330
Japan
TRUSTEE, PAYING AGENT, CALCULATION AGENT
AND REGISTRAR FOR THE NOTESThe Bank of New York Mellon
101 Barclay Street
New York, NY 10286
United States of America
OUR LEGAL ADVISORS
as to U.S. law
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Fukoku Seimei Building 2F
2-2, Uchisaiwaicho 2-chome
Chiyoda-ku, Tokyo 100-0011
Japan

as to Japanese law
Nagashima Ohno & Tsunematsu
JP Tower
7-2, Marunouchi 2-chome
Chiyoda-ku, Tokyo 100-7036
Japan

LEGAL ADVISORS TO THE UNDERWRITERS
as to U.S. law
Simpson Thacher & Bartlett LLP
Ark Hills Sengokuyama Mori Tower 41F
9-10, Roppongi 1-chome
Minato-ku, Tokyo 106-0032
Japan
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Deloitte Touche Tohmatsu LLC
Shinagawa Intercity
2-15-3 Konan
Minato-ku, Tokyo 108-6221
Japan
LISTING AGENT
Mitsubishi UFJ Investor Services & Banking (Luxembourg) S.A.
287-289, route d’Arlon
L-1150 Luxembourg
Grand-Duché de Luxembourg

MUFG
Mitsubishi UFJ Financial Group, Inc.
$750,000,000 Floating Rate Senior Notes due July 26, 2021
$750,000,000 3.535% Senior Notes due July 26, 2021
$800,000,000 Floating Rate Senior Notes due July 26, 2023
$1,000,000,000 3.761% Senior Notes due July 26, 2023
$800,000,000 3.961% Senior Notes due March 2, 2028
$500,000,000 4.286% Senior Notes due July 26, 2038

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