PROSPECTUS SUPPLEMENT(To prospectus dated August 7, 2020)

MUFG

Mitsubishi UFJ Financial Group, Inc.
$400,000,000 Senior Callable Floating Rate Notes due September 12, 2025
$2,000,000,000 5.063% Senior Callable Fixed-to-Fixed Reset Rate Notes due September 12, 2025
$1,250,000,000 5.354% Senior Callable Fixed-to-Fixed Reset Rate Notes due September 13, 2028
$750,000,000 5.472% Senior Callable Fixed-to-Fixed Reset Rate Notes due September 13, 2033
Mitsubishi UFJ Financial Group, Inc., or MUFG, expects to issue the above-listed senior notes, or, 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 theaccompanying prospectus in connection with market-making transactions in the Notes after their initial sale.
The senior callable floating rate notes due September 12, 2025, or the floating rate notes, will bear interest from (and including) September 13, 2022 to (butexcluding) September 12, 2025 at a floating rate, payable quarterly in arrears on March 12, June 12, September 12 and December 12 of each year, subject toadjustments, with the first interest payment to be made on December 12, 2022 (short first coupon). The interest rate on the floating rate notes for eachinterest period will be a per annum rate equal to Compounded Daily SOFR (as defined below), plus 1.385%, to be determined as described under “Descriptionof the Notes—Floating Rate Notes.”
The senior callable fixed-to-fixed reset rate notes due September 12, 2025, or the 3-year notes, will bear interest from (and including) September 13, 2022 to(but excluding) September 12, 2024 at the fixed per annum rate listed above, payable semi-annually in arrears on March 12 and September 12 of each year, withthe first interest payment to be made on March 12, 2023 (short first coupon). From (and including) September 12, 2024 to (but excluding) the maturity date, the3-year notes will bear interest at a fixed per annum rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the calculation agent
on the 3-year notes Reset Determination Date (as defined below), plus 1.55%, payable semi-annually in arrears on March 12, 2025 and September 12, 2025.
The senior callable fixed-to-fixed reset rate notes due September 13, 2028, or the 6-year notes, will bear interest from (and including) September 13, 2022 to(but excluding) September 13, 2027 at the fixed per annum rate listed above, payable semi-annually in arrears on March 13 and September 13 of each year,with the first interest payment to be made on March 13, 2023. From (and including) September 13, 2027 to (but excluding) the maturity date, the 6-year
notes will bear interest at a fixed per annum rate equal to the applicable U.S. Treasury Rate as determined by the calculation agent on the 6-year notes
Reset Determination Date (as defined below), plus 1.90%, payable semi-annually in arrears on March 13, 2028 and September 13, 2028.
The senior callable fixed-to-fixed reset rate notes due September 13, 2033, or the 11-year notes, will bear interest from (and including) September 13, 2022 to(but excluding) September 13, 2032 at the fixed per annum rate listed above, payable semi-annually in arrears on March 13 and September 13 of each year,with the first interest payment to be made on March 13, 2023. From (and including) September 13, 2032 to (but excluding) the maturity date, the 11-year
notes will bear interest at a fixed per annum rate equal to the applicable U.S. Treasury Rate as determined by the calculation agent on the 11-year notes
Reset Determination Date (as defined below), plus 2.125%, payable semi-annually in arrears on March 13, 2033 and September 13, 2033. The 3-year notes,
the 6-year notes and the 11-year notes are collectively referred to as the fixed-to-fixed reset rate notes.
We may at our option and in our sole discretion redeem a series of Notes in whole, but not in part, on the date that is one year prior to the maturity dateof such series of Notes at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption, subject tocertain conditions. See “Description of the Notes—Optional Redemption” in this prospectus supplement. In addition, we may at our option redeem aseries 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 ofredemption upon the occurrence of certain tax events, subject to certain conditions. See “Description of Senior Debt Securities—Optional Tax
Redemption” in the accompanying prospectus.
The Notes are intended to qualify as external total loss-absorbing capacity, or External TLAC, debt under the Japanese TLAC Standard (as defined
below). The Notes will be our senior unsecured obligations but will be structurally subordinated to the liabilities of MUFG’ s subsidiaries. See “Risk
Factors” 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 theNotes to be admitted to trading on the Luxembourg Stock Exchange’s Euro MTF Market. The Luxembourg Stock Exchange’s Euro MTF Market is nota regulated market for the 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 16, 2019. This prospectus supplement and theaccompanying prospectus do not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) or the Prospectus
Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”).
Investing in the Notes involves risks. See “Risk Factors” beginning on page SP-1 of this prospectus supplement and page 6 of the accompanying
prospectus 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 of these securities ordetermined 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 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Floating rate Notes due 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Per 3-year Note due 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total 3-year Notes due 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Per 6-year Note due 2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total 6-year Notes due 2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Per 11-year Note due 2033 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total 11 -year Notes due 2033 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Price to Public(1)100.000%$ 400,000,000
100.000%$2,000,000,000
100.000%$1,250,000,000
100.000%$ 750,000,000

Underwriting Discounts
and Commissions(2)0.200%$ 800,000
0.200%$4,000,000
0.350%$4,375,000
0.450%$3,375,000

Proceeds to us(before expenses)(1)99.800%$ 399,200,000
99.800%$1,996,000,000
99.650%$1,245,625,000
99.550%$ 746,625,000(1) Plus accrued interest, if any, after September 13, 2022.
(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 13, 2022.

Joint Lead Managers and Joint Bookrunners

MORGAN STANLEY
Barclays(3-year floating rate notes)
Barclays(3-year fixed-to-fixed
reset rate notes, 6-year notes
and 11-year notes)

MUFG
BofA Securities(3-year fixed-to-fixed reset rate notes)
Senior Co-Managers
BofA Securities(3-year floating rate notes,
6-year notes and11-year notes)

Citigroup(6-year notes)

J.P. Morgan(11-year notes)

Citigroup
J.P. Morgan(3-year floating rate notes,(3-year floating rate notes,
3-year fixed-to-fixed
3-year fixed-to-fixed
reset rate notes and 11-year notes) reset rate notes and 6-year notes)

Co-Managers
BNP PARIBAS
HSBCSociété Générale Corporate
TD Securities& Investment Banking
Bank of China
The date of this prospectus supplement is September 6, 2022

Crédit Agricole CIB
NomuraNatixisWells Fargo Securities
ICBC Singapore

TABLE OF CONTENTS
Page

About This Prospectus Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
v
Where You Can Obtain More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
v
Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vi
Summary: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
Senior Callable Floating Rate Notes due September 12, 2025 . . . . . . . . . . . . . . . . . . . . . . . . .
S-3YRFL-1
5.063% Senior Callable Fixed-to-Fixed Reset Rate Notes due September 12, 2025 . . . . . . . .
S-3YRFX-1
5.354% Senior Callable Fixed-to-Fixed Reset Rate Notes due September 13, 2028 . . . . . . . .
S-6YRFX-1
5.472% Senior Callable Fixed-to-Fixed Reset Rate Notes due September 13, 2033 . . . . . . . . S-11YRFX-1
General Terms of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-GEN-1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SP-1
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SP-6
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SP-7
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SP-9Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SP-20
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SP-26
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SP-33
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SP-35
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SP-35
About This Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mitsubishi UFJ Financial Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain ERISA and Similar Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan of Distribution (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Where You Can Obtain More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Limitation on Enforcement of U.S. Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i

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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 the Japanese TLAC Standard and applicable resolution measures in Japan, the impact
this investment will have on your overall investment portfolio, and the use of proceeds from the sale of theNotes. 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, theaccompanying 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, may refer to Mitsubishi UFJ Financial Group, Inc. as an individual legal entity, except thaton 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 under “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 reportiiour financial results in accordance with Japanese GAAP on a quarterly basis for purposes of Japanese banking
regulatory reporting requirements, including our regulatory capital reporting requirements, as well as forpurposes of Japanese securities regulatory and Tokyo Stock Exchange reporting requirements. The basis of our
financial information prepared in 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, whichis incorporated by reference herein. You should consult your own professional advisers, as necessary, for a more
complete understanding of the differences among U.S. GAAP, Japanese GAAP, International Financial
Reporting Standards and any other generally accepted accounting principles applicable in your jurisdiction andhow such differences affect the financial 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 11 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 will generally 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 11 of the Special Taxation Measures Act which
complies with the requirement for tax exemption under that paragraph or (iii) a Japanese public corporation, aJapanese financial institution or a Japanese financial instruments business operator described in Article 3-3,
Paragraph 6 of the Special Taxation Measures Act which complies with the requirement for tax exemption underthat 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.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS—The Notes are not intended to be offered,sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any retailinvestor in the European Economic Area, or the EEA. For these purposes, a retail investor means a person who isone (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended,iii

or MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, or the Insurance Distribution
Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014, as
amended, or the PRIIPs Regulation, for offering or selling the Notes or otherwise making them available to retailinvestors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making themavailable to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO U.K. RETAIL INVESTORS—The Notes are not intended to be offered,sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any retailinvestor in the United Kingdom, or the U.K. For these purposes, a retail investor means a person who is one (ormore) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part ofdomestic law by virtue of the European Union (Withdrawal) Act 2018, or the EUWA; (ii) a customer within themeaning of the provisions of the Financial Services and Markets Act 2000, as amended, or the FSMA, and any
rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA. Consequently no key information document required by the
PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA, or the U.K. PRIIPs Regulation, foroffering or selling the Notes or otherwise making them available to retail investors in the U.K. has been preparedand therefore offering or selling the Notes or otherwise making them available to any retail investor in the U.K.
may be unlawful under the U.K. 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 of Singapore, as modified oramended from time to time (the “SFA”), we have determined, and hereby notify all relevant persons (as defined
Section 309A of the SFA) that the Notes are “prescribed capital markets products” (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018).

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, business plan, targets, belief or expectations or the current belief or current
expectations of our management with respect to our results of operations and financial condition, including,among other matters, our problem loans and loan losses contained in our most recent annual report on Form 20-F
and other documents incorporated by reference in this prospectus supplement.
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 aimed anticipated, believed, estimated, expected,
intended or planned, or otherwise stated.
Our forward-looking statements are not guarantees of future performance and involve risks anduncertainties. Actual results may differ from those in the forward-looking statements as a result of various
factors. Important factors that could cause actual results to differ materially from estimates or forecasts containedin the forward-looking statements include those which are discussed in this prospectus supplement, theaccompanying prospectus and our most recent annual report on Form 20-F and other documents incorporated byreference in this 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 are under no obligation, and disclaim any obligation, to update or alter any forwardlooking statements, whether as a result of new information, future events or developments, or otherwise, unlessrequired by law.

WHERE YOU CAN OBTAIN MORE INFORMATION
We file reports and other information with the SEC. Documents filed with the SEC are available 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 annual report on Form 20-F for the fiscal year ended March 31, 2022, filed with the SEC on July 8,
2022,

•

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, 2022, furnished to the SEC on August 2, 2022, except for
the forward-looking statements which were made as of the date thereof,•

our current report on Form 6-K relating to recording of losses associated with the sale of MUFG Union
Bank, N.A. to U.S. Bancorp under Japanese GAAP for the six months ending September 30, 2022,
furnished to the SEC on August 2, 2022, except for the forward-looking statements which were madeas of the date thereof,•

our current report on Form 6-K relating to our additional financial information under Japanese GAAP
as of and for the three months ended June 30, 2022, and certain other additional information, furnishedto the SEC on August 12, 2022, and•our current report on Form 6-K relating to our regulatory capital ratios as of June 30, 2022, furnished to
the SEC on August 12, 2022.

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.
Our annual report on Form 20-F for the fiscal year ended March 31, 2022 contains:•

Report of Independent Registered Public Accounting Firm on page F-3,•

Consolidated Balance Sheets as of March 31, 2021 and 2022, starting on page F-7,•

Consolidated Statements of Operations for the Fiscal Years ended March 31, 2020, 2021 and 2022,
starting on page F-9,•

Consolidated Statements of Comprehensive Income for the Fiscal Years ended March 31, 2020, 2021
and 2022 on page F-11,vi•Consolidated Statements of Equity for the Fiscal Years ended March 31, 2020, 2021 and 2022, startingon page F-12,•

Consolidated Statements of Cash Flows for the Fiscal Years ended March 31, 2020, 2021 and 2022,
starting on page F-14,•

Notes to Consolidated Financial Statements, starting on page F-16, and•Unaudited Reverse Reconciliation of Selected Financial Information as of and for the fiscal year ended
March 31, 2022, filed as Exhibit 99(b).

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 that have been published may
be inspected, free of charge, at the website of the Luxembourg Stock Exchange at www.bourse.lu.
Except as described above, no other information is incorporated by reference in this prospectus supplement(including, without limitation, information on our website at https://www.mufg.jp/).
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 the Notes,” “Description of Senior Debt Securities” and “Use of Proceeds” and other information included
elsewhere, or incorporated by reference, 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 Companies Law of Japan (Law No. 86 of 2005, as amended), or the Company Law. We are oneof the world’s largest and most diversified financial groups with total assets of ¥367.7 trillion and total depositsof ¥224.6 trillion as of March 31, 2022. We are the holding company for MUFG Bank, Ltd., or the Bank,
Mitsubishi UFJ Trust and Banking Corporation, or the Trust Bank, Mitsubishi UFJ Morgan Stanley Securities
Co., Ltd., or MUMSS (through Mitsubishi UFJ Securities Holdings Co., Ltd., or the Securities HD, anintermediate holding company), Mitsubishi UFJ NICOS Co., Ltd., and other subsidiaries. We have the largest
overseas network among Japanese banks, including MUFG Union Bank, Bank of Ayudhya Public Company
Limited and PT Bank Danamon Indonesia, Tbk., in over 50 countries. 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. For a moredetailed description of our history and business, see “Item 4. Information on the Company” in our most recent
annual report on Form 20-F incorporated by reference herein.

S-1

The Offering
Senior Callable Floating Rate Notes due September 12, 2025
Notes offered . . . . . . . . . . . . . . . . . . . . . . $400,000,000 aggregate principal amount of senior callable floating
rate notes due September 12, 2025.
Issue price . . . . . . . . . . . . . . . . . . . . . . . . 100% of the principal amount plus accrued interest, if any, from
September 13, 2022.
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . September 12, 2025.
In the event that the maturity date or a redemption date of the floating
rate notes falls on a day that is not a Business Day, the payment ofinterest and principal in respect of the floating rate notes may bemade on the next succeeding Business Day, and no interest on suchpayment shall accrue for the period from and after the maturity dateor the relevant redemption date.
Optional Redemption . . . . . . . . . . . . . . . We may at our option and in our sole discretion redeem the floating
rate notes in whole, but not in part, on September 12, 2024, subject tothe prior confirmation of the Financial Services Agency of Japan, or
the FSA (if such confirmation is required under Japanese banking
laws and regulations then in effect), at a redemption price equal to thesum of 100% of the principal amount of the floating rate notes plus
any accrued and unpaid interest thereon to, but excluding, theredemption date. If we elect to redeem the floating rate notes, we will
provide notice at least 30 days and not more than 60 days before thedate of redemption. See “Description of the Notes—Optional
Redemption” and “Risk Factors—Risks Related to the Notes—We
may redeem the Notes at our option, subject to certain conditions.” inthis prospectus supplement.
See also “—General Terms of the Notes—Redemption for tax
reasons” below.
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . The floating rate notes will bear interest from (and including)
September 13, 2022 to (but excluding) September 12, 2025 at a
floating rate, payable quarterly in arrears on March 12, June 12,
September 12, and December 12 of each year, subject to adjustments,
with the first interest payment to be made on December 12, 2022
(short first coupon for the period from (and including) September 13,
2022 to (but excluding) December 12, 2022). The interest rate on the
floating rate notes for each interest period is a per annum rate equal toCompounded Daily SOFR, plus 1.385%, as determined in accordancewith the terms of the floating rate notes.
For purposes of the first interest payment on December 12, 2022, theinterest period will begin on (and include) September 13, 2022. For
purposes of the interest payment on the maturity date or any
redemption date, the interest period will end on (and exclude) the
maturity date or any such redemption date.

S-3YRFL-1

See “Description of the Notes—Floating Rate Notes” and “Risk
Factors—Risks Related to the Floating Rate Notes” in this prospectus
supplement.
Interest on the floating rate notes will be computed on the basis of theactual number of days and a 360-day year.
Floating Rate Determination Date . . . . . The date that is five U.S. Government Securities Business Days
before the related interest payment date (or (i) in the final interest
period, before the maturity date, or (ii) in the case of any redemptionof the floating rate notes, before the redemption date).
“U.S. Government Securities Business Day” means any day except
for a Saturday, a Sunday or a day on which the Securities Industry
and Financial Markets Association recommends that the fixed income
departments of its members be closed for the entire day for purposesof trading in U.S. government securities.
Business Day . . . . . . . . . . . . . . . . . . . . . . A day which is not a day on which banking institutions in New Yorkand Tokyo are authorized by law or regulation to close.
Other terms . . . . . . . . . . . . . . . . . . . . . . . For more information on the terms of the floating rate notes,
including the definition and determination of Compounded Daily
SOFR, Benchmark Replacement, redemption, covenants and eventsof default, see “—General Terms of the Notes” and “Description 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 or its successor appointed by us
pursuant to a calculation agent agreement to be entered into on
September 13, 2022.
Security codes . . . . . . . . . . . . . . . . . . . . . CUSIP: 606822CP7
ISIN: US606822CP74
Common Code: 252930957

S-3YRFL-2

5.063% Senior Callable Fixed-to-Fixed Reset Rate Notes due September 12, 2025
Notes offered . . . . . . . . . . . . . . . . . . . . . . $2,000,000,000 aggregate principal amount of 5.063% senior callable
fixed-to-fixed reset rate notes due September 12, 2025.
Issue price . . . . . . . . . . . . . . . . . . . . . . . . 100% of the principal amount plus accrued interest, if any, from
September 13, 2022.
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . September 12, 2025.
In the event that the maturity date or a redemption date of the 3-year
notes is not a Business Day, the payment of interest and principal inrespect of the 3-year notes may be made on the next succeeding
Business Day, and no interest on such payment shall accrue for theperiod from and after the maturity date or the relevant redemption
date.
Optional Redemption . . . . . . . . . . . . . . . We may at our option and in our sole discretion redeem the 3-year
notes in whole, but not in part, on September 12, 2024, subject to theprior confirmation of the FSA (if such confirmation is required underJapanese banking laws and regulations then in effect), at a redemption
price equal to the sum of 100% of the principal amount of the 3-year
notes plus any accrued and unpaid interest thereon to, but excluding,
the redemption date. If we elect to redeem the 3-year notes, we will
provide notice at least 30 days and not more than 60 days before thedate of redemption. See “Description of the Notes—Optional
Redemption” and “Risk Factors—Risks Related to the Notes—We
may redeem the Notes at our option, subject to certain conditions.” inthis prospectus supplement.
See also “—General Terms of the Notes—Redemption for tax
reasons” below.
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . From (and including) September 13, 2022 to (but excluding) the
3-year notes Reset Date (as defined below), the 3-year notes will bearinterest at the fixed rate of 5.063% per annum payable semi-annuallyin arrears on March 12 and September 12 of each year, with the firstinterest payment to be made on March 12, 2023 (short first coupon
for the period from (and including) September 13, 2022 to (butexcluding) March 12, 2023).
From (and including) the 3-year notes Reset Date to (but excluding)
September 12, 2025, the 3-year notes will bear interest at a fixed perannum rate equal to the applicable U.S. Treasury Rate as determinedby the calculation agent on the 3-year notes Reset Determination
Date, plus 1.55%, payable semi-annually in arrears on March 12,2025 and September 12, 2025.
See “Description of the Notes—Fixed-to-Fixed Reset Rate Notes”
and “Risk Factors—Risks Related to the Fixed-to-Fixed Reset Rate
Notes” in this prospectus supplement.

S-3YRFX-1

Interest on the 3-year notes will be computed on the basis of a 360day year consisting of twelve 30-day months.
3-year notes Reset Date . . . . . . . . . . . . . . September 12, 2024.
3-year notes Reset Determination
Date . . . . . . . . . . . . . . . . . . . . . . . . . . . The second Business Day immediately preceding the 3-year notes
Reset Date.
Business Day . . . . . . . . . . . . . . . . . . . . . . A day which is not a day on which banking institutions in New Yorkand Tokyo are authorized by law or regulation to close.
Other terms . . . . . . . . . . . . . . . . . . . . . . . For more information on the terms of the 3-year notes, including thedefinition and determination of the U.S. Treasury Rate, redemption,covenants and events of default, see “—General Terms of the Notes”
and “Description 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 or its successor appointed by us
pursuant to a calculation agent agreement to be entered into on
September 13, 2022.
Security codes . . . . . . . . . . . . . . . . . . . . . CUSIP: 606822CQ5
ISIN: US606822CQ57
Common Code: 252931007

S-3YRFX-2

5.354% Senior Callable Fixed-to-Fixed Reset Rate Notes due September 13, 2028
Notes offered . . . . . . . . . . . . . . . . . . . . . . $1,250,000,000 aggregate principal amount of 5.354% senior callable
fixed-to-fixed reset rate notes due September 13, 2028.
Issue price . . . . . . . . . . . . . . . . . . . . . . . . 100% of the principal amount plus accrued interest, if any, from
September 13, 2022.
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . September 13, 2028.
In the event that the maturity date or a redemption date of the 6-year
notes is not a Business Day, the payment of interest and principal inrespect of the 6-year notes may be made on the next succeeding
Business Day, and no interest on such payment shall accrue for theperiod from and after the maturity date or the relevant redemption
date.
Optional Redemption . . . . . . . . . . . . . . . We may at our option and in our sole discretion redeem the 6-year
notes in whole, but not in part, on September 13, 2027, subject to theprior confirmation of the FSA (if such confirmation is required underJapanese banking laws and regulations then in effect), at a redemption
price equal to the sum of 100% of the principal amount of the 6-year
notes plus any accrued and unpaid interest thereon to, but excluding,
the redemption date. If we elect to redeem the 6-year notes, we will
provide notice at least 30 days and not more than 60 days before thedate of redemption. See “Description of the Notes—Optional
Redemption” and “Risk Factors—Risks Related to the Notes—We
may redeem the Notes at our option, subject to certain conditions.” inthis prospectus supplement.
See also “—General Terms of the Notes—Redemption for tax
reasons” below.
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . From (and including) September 13, 2022 to (but excluding) the
6-year notes Reset Date (as defined below), the 6-year notes will bearinterest at the fixed rate of 5.354% per annum payable semi-annuallyin arrears on March 13 and September 13 of each year, with the firstinterest payment to be made on March 13, 2023.
From (and including) the 6-year notes Reset Date to (but excluding)
September 13, 2028, the 6-year notes will bear interest at a fixed perannum rate equal to the applicable U.S. Treasury Rate as determinedby the calculation agent on the 6-year notes Reset Determination
Date, plus 1.90%, payable semi-annually in arrears on March 13,2028 and September 13, 2028.
See “Description of the Notes—Fixed-to-Fixed Reset Rate Notes”
and “Risk Factors—Risks Related to the Fixed-to-Fixed Reset Rate
Notes” in this prospectus supplement.

S-6YRFX-1

Interest on the 6-year notes will be computed on the basis of a 360day year consisting of twelve 30-day months.
6-year notes Reset Date . . . . . . . . . . . . . . September 13, 2027.
6-year notes Reset Determination
Date . . . . . . . . . . . . . . . . . . . . . . . . . . . The second Business Day immediately preceding the 6-year notes
Reset Date.
Business Day . . . . . . . . . . . . . . . . . . . . . . A day which is not a day on which banking institutions in New Yorkand Tokyo are authorized by law or regulation to close.
Other terms . . . . . . . . . . . . . . . . . . . . . . . For more information on the terms of the 6-year notes, including thedefinition and determination of the U.S. Treasury Rate, redemption,covenants and events of default, see “—General Terms of the Notes”
and “Description 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 or its successor appointed by us
pursuant to a calculation agent agreement to be entered into on
September 13, 2022.
Security codes . . . . . . . . . . . . . . . . . . . . . CUSIP: 606822CN2
ISIN: US606822CN27
Common Code: 252796029

S-6YRFX-2

5.472% Senior Callable Fixed-to-Fixed Reset Rate Notes due September 13, 2033
Notes offered . . . . . . . . . . . . . . . . . . . . . . $750,000,000 aggregate principal amount of 5.472% senior callable
fixed-to-fixed reset rate notes due September 13, 2033.
Issue price . . . . . . . . . . . . . . . . . . . . . . . . 100% of the principal amount plus accrued interest, if any, from
September 13, 2022.
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . September 13, 2033.
In the event that the maturity date or a redemption date of the 11-year
notes is not a Business Day, the payment of interest and principal inrespect of the 11-year notes may be made on the next succeeding
Business Day, and no interest on such payment shall accrue for theperiod from and after the maturity date or the relevant redemption
date.
Optional Redemption . . . . . . . . . . . . . . . We may at our option and in our sole discretion redeem the 11-year
notes in whole, but not in part, on September 13, 2032, subject to theprior confirmation of the FSA (if such confirmation is required underJapanese banking laws and regulations then in effect), at a redemption
price equal to the sum of 100% of the principal amount of the 11-year
notes plus any accrued and unpaid interest thereon to, but excluding,
the redemption date. If we elect to redeem the 11-year notes, we will
provide notice at least 30 days and not more than 60 days before thedate of redemption. See “Description of the Notes—Optional
Redemption” and “Risk Factors—Risks Related to the Notes—We
may redeem the Notes at our option, subject to certain conditions.” inthis prospectus supplement.
See also “—General Terms of the Notes—Redemption for tax
reasons” below.
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . From (and including) September 13, 2022 to (but excluding) the
11-year notes Reset Date (as defined below), the 11-year notes willbear interest at the fixed rate of 5.472% per annum payablesemi-annually in arrears on March 13 and September 13 of each year,with the first interest payment to be made on March 13, 2023.
From (and including) the 11-year notes Reset Date to (but excluding)
September 13, 2033, the 11-year notes will bear interest at a fixed perannum rate equal to the applicable U.S. Treasury Rate as determinedby the calculation agent on the 11-year notes Reset Determination
Date, plus 2.125%, payable semi-annually in arrears on March 13,2033 and September 13, 2033.
See “Description of the Notes—Fixed-to-Fixed Reset Rate Notes”
and “Risk Factors—Risks Related to the Fixed-to-Fixed Reset Rate
Notes” in this prospectus supplement.

S-11YRFX-1

Interest on the 11-year notes will be computed on the basis of a 360day year consisting of twelve 30-day months.
11-year notes Reset Date . . . . . . . . . . . . . September 13, 2032.
11-year notes Reset Determination
Date . . . . . . . . . . . . . . . . . . . . . . . . . . . The second Business Day immediately preceding the 11-year notes
Reset Date.
Business Day . . . . . . . . . . . . . . . . . . . . . . A day which is not a day on which banking institutions in New Yorkand Tokyo are authorized by law or regulation to close.
Other terms . . . . . . . . . . . . . . . . . . . . . . . For more information on the terms of the 11-year notes, including thedefinition and determination of the U.S. Treasury Rate, redemption,covenants and events of default, see “—General Terms of the Notes”
and “Description 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 or its successor appointed by us
pursuant to a calculation agent agreement to be entered into on
September 13, 2022.
Security codes . . . . . . . . . . . . . . . . . . . . . CUSIP: 606822CR3
ISIN: US606822CR31
Common Code: 252931031

S-11YRFX-2

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 theapplicable terms set forth elsewhere in this prospectus supplement
and the accompanying prospectus.
Issue date . . . . . . . . . . . . . . . . . . . . . . . . . September 13, 2022.
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 the Bank, the Trust Bank, the Securities HD and MUMSS.”
in the accompanying prospectus.
Minimum denomination . . . . . . . . . . . . . Each series of Notes will be in denominations of $200,000 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$200,000 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 will generally be subject to Japanese withholding tax withcertain exceptions. See “Taxation—Japanese Taxation” in thisprospectus supplement. If the payments are subject to Japanese
withholding tax, the Company will pay such additional amounts(subject to certain exceptions) in respect of Japanese taxes as will
result in the payment of amounts otherwise receivable absent any
deduction or withholding on account of such Japanese taxes. See“Description of Senior Debt Securities—Payment of 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 and

S-GEN-1

regulations 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
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, 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 and the Trust Bank through loans that are
intended to qualify as internal total loss-absorbing andrecapitalization capacity, or Internal TLAC, debt. See “Use ofProceeds.”
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 madeS-GEN-2

pursuant 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
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 13, 2022.
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

RISK FACTORSYou should carefully consider the risks described below as well as all the other information contained orincorporated by reference in this prospectus supplement and the accompanying prospectus prior to making an
investment in our securities.
Risks Related to the Notes
We may redeem the Notes at our option, subject to certain conditions.
We have the option in our sole discretion to redeem the Notes of each series in whole, but not in part, on thedate that is one year prior to the maturity date of the Notes of such series at 100% of their principal amount plus
any accrued and unpaid interest to (but excluding) the date of redemption as described under “Description of theNotes—Optional Redemption” in this prospectus supplement, in addition to the option to redeem any series ofNotes in whole, but not in part, at 100% of their principal amount plus any accrued and unpaid interest to (butexcluding) the date of redemption upon the occurrence of certain tax events as described under “Description of
Senior Debt Securities—Optional Tax Redemption” in the accompanying prospectus. Any such redemption is
subject to certain conditions, including our obtaining prior confirmation of the FSA (if such confirmation isrequired under Japanese banking laws and regulations then in effect), regardless of whether such redemption
would be favorable or unfavorable to you.
Any decision by us as to whether we will exercise our option to redeem any series of Notes will be made at ourabsolute discretion, subject to certain conditions. Our decision may be influenced by factors such as, but not limited
to, the economic impact of exercising such option to redeem any series of Notes, any tax consequences, theapplicable TLAC and other regulatory requirements and the prevailing market conditions. We may, for example,
decide to redeem a series of Notes prior to their maturity date if the interest payable on such series of Notes isgreater than the interest that would be payable on our other outstanding financial instruments of a comparable
maturity, of comparable terms and of a comparable credit rating.
You will not have the right to request the redemption of any series of Notes. As a result, you may berequired to bear the financial risks of an investment in the Notes until maturity. You should not invest in theNotes with the expectation that we will exercise our option to redeem any series of Notes. In addition, ouroptional redemption of the Notes on the date that is one year prior to the applicable maturity date of the Notes or
the perception that the Notes may be redeemed in the circumstances described above may negatively affect themarket value of the Notes. Moreover, if we redeem the Notes, you may not be able to reinvest the redemption
proceeds in financial instruments offering a yield comparable to that on the Notes.
Risks Related to the Floating Rate Notes
SOFR has a limited history and may be more volatile than other benchmark or market rates, and the future
performance of SOFR cannot be predicted based on historical performance.
The interest rate on the floating rate notes is linked to the Secured Overnight Financing Rate, or SOFR,
published by the Federal Reserve Bank of New York, or the NY Federal Reserve, as described under“Description of the Notes—Floating Rate Notes.” However, you should not rely on historical data relating to
SOFR as an indicator of the future performance of SOFR. The publication of SOFR began on April 3, 2018 and,
therefore, it has a limited history. Since the publication of SOFR, daily changes in SOFR have, on occasion, been
more volatile than daily changes in comparable benchmark or other market rates. The future performance of
SOFR cannot be predicted based on its limited historical performance. The level of SOFR during the term of thefloating rate notes may bear little or no relation to the historical level of SOFR. Prior observed patterns, if any, inthe behavior of market variables and their relation to SOFR, such as correlations, may change in the future.
While some pre-publication historical data have been released by the NY Federal Reserve, such historical data
inherently involve assumptions, estimates and approximations. The future performance of SOFR is impossible topredict and, therefore, no future performance of SOFR or the floating rate notes may be inferred from any of
SP-1

the historical data or historical performance. Hypothetical or historical performance data are not indicative of,and have no bearing on, the potential performance of SOFR or the floating rate notes. Changes in the levels of
SOFR will affect the interest rate on the floating rate notes, and, therefore, the return on the floating rate notes
and the trading price of the floating rate notes, but it is impossible to predict whether such levels will rise or fall.
There can be no assurance that SOFR or Compounded Daily SOFR (as defined below), on which the interest rateon the floating rate notes is based, will be positive.
Any failure of SOFR to gain market acceptance could adversely affect the floating rate notes.
SOFR may fail to gain market acceptance. SOFR was developed for use in certain U.S. dollar derivatives
and other financial contracts as an alternative to the London interbank offered rate for U.S. dollar obligations, or
U.S. dollar LIBOR, in part because it is considered a good representation of general funding conditions in theovernight U.S. Treasury repurchase agreement, or repo, market. However, as a rate based on transactions secured
by U.S. Treasury securities, SOFR does not measure bank-specific credit risk and, as a result, is less likely tocorrelate with the unsecured short-term funding costs of banks. This may mean that market participants will notconsider SOFR a suitable substitute or successor for all of the purposes for which U.S. dollar LIBOR historicallyhas been used (including, without limitation, as a representation of the unsecured short-term funding costs ofbanks), which may, in turn, lessen market acceptance of SOFR. Any failure of SOFR to gain market acceptancecould adversely affect the return on, value of and market for the floating rate notes.
SOFR differs fundamentally from, and may not be a comparable substitute for, U.S. dollar LIBOR.
In June 2017, the Alternative Reference Rates Committee, or the ARRC, convened by the Board ofGovernors of the Federal Reserve System and the NY Federal Reserve announced SOFR as its recommended
alternative to U.S. dollar LIBOR. However, the composition and characteristics of SOFR are not the same as
those of U.S. dollar LIBOR. Because SOFR is a broad U.S. Treasury repo financing rate that represents overnight
secured funding transactions, SOFR is not the economic equivalent of, and is fundamentally different from, U.S.
dollar LIBOR. For example, SOFR is a secured overnight rate, while U.S. dollar LIBOR is an unsecured rate that
represents interbank funding over different maturities. In addition, because SOFR is a transaction-based rate, it isbackward-looking, whereas U.S. dollar LIBOR is forward-looking. Because of these and other differences, there
can be no assurance that SOFR will perform in the same way that U.S. dollar LIBOR would have performed at
any time, including, without limitation, as a result of changes in interest and yield rates in the market, bank credit
risk, market volatility, or global or regional economic, financial, political, geopolitical, regulatory, judicial orother events, or that SOFR is a comparable substitute for U.S. dollar LIBOR.
The secondary trading market for the floating rate notes may be limited.
Since SOFR is a relatively new market index, the floating rate notes are expected to have no establishedtrading market when issued, and an established trading market for the floating rate notes may never develop or
may not be liquid. If SOFR does not prove to be widely used as a benchmark in securities that are similar orcomparable to the floating rate notes, pricing volatility and market risk related to the floating rate notes may
increase. The trading prices of the floating rate notes may be lower than those of securities that are linked to rates
that are more widely used. In addition, market terms of securities that are linked to SOFR may evolve over timeand, as a result, the trading prices of the floating rate notes may be lower than those of SOFR-linked securities thatare issued at a later time. You may not be able to sell the floating rate notes at prices that will provide you with ayield comparable to similar investments that have a developed secondary market or may not be able to sell thefloating rate notes at all.
The manner of adoption or application of reference rates based on SOFR in the bond market may differ
materially compared with the adoption and application of SOFR in other markets, such as the derivatives andloan markets, including the manner of adoption or application by us. You should carefully consider how any
potential inconsistencies between the adoption and application of reference rates based on SOFR across theseSP-2

markets may impact any hedging or other financial arrangements which you may put in place in connection withany acquisition, holding or disposal of the floating rate notes.
The administrator of SOFR may make changes that could change the value of SOFR or discontinue SOFR
and has no obligation to consider your interests in doing so.
Because SOFR is published by the NY Federal Reserve based on data received from other sources, we haveno control over its determination, calculation or publication. The NY Federal Reserve (or a successor), as
administrator of SOFR, may make methodological or other changes that could change the value of SOFR,
including changes related to the method by which SOFR is calculated, eligibility criteria applicable to thetransactions used to calculate SOFR, or timing related to the publication of SOFR. If the manner in which SOFR
is calculated is changed, that change may result in a reduction in the amount of interest that accrues on the
floating rate notes, which may adversely affect the trading price of the floating rate notes. In addition, the
NY Federal Reserve may adjust, alter, suspend or discontinue calculation or dissemination of SOFR in its sole
discretion and without notice, in which case a fallback method of determining the interest rate on the floating rate
notes may apply as described under “Description of the Notes—Floating Rate Notes—Benchmark Transition.”
The NY Federal Reserve has no obligation to consider your interests in calculating, adjusting, altering,suspending, discontinuing or making other changes to SOFR.
If SOFR is modified or discontinued, the floating rate notes may bear interest by reference to a rate other thanCompound Daily SOFR, and such replacement rate may not be a comparable substitute for Compounded
Daily SOFR and could adversely affect the value of the floating rate notes.
If we or our designee determines that a Benchmark Transition Event (as defined below) and its related
Benchmark Replacement Date (as defined below) have occurred in respect of SOFR, then the interest rate on the
floating rate notes will no longer be determined by reference to SOFR but instead will be determined by reference toa different rate, subject to certain adjustments. Such rate is referred to as a “Benchmark Replacement” and is further
described under “Description of the Notes—Floating Rate Notes—Benchmark Transition.” If a particular
Benchmark Replacement or Benchmark Replacement Adjustment (as defined below) cannot be determined, then
the next-available Benchmark Replacement or Benchmark Replacement Adjustment will apply. These replacement
rates and adjustments may be selected, recommended or formulated by (i) the Relevant Governmental Body (asdefined below) such as the ARRC, (ii) the International Swaps and Derivatives Association, Inc., or ISDA, or (iii) in
certain circumstances, us or our designee. In addition, the terms of the floating rate notes expressly authorize us or
our designee to make certain changes, which are referred to as “Benchmark Replacement Conforming Changes,”with respect to, among other things, the definition and application of “Floating Rate Interest Period” (as defined
below), the timing and frequency of determining rates and making payments of interest, rounding of amounts andother administrative matters. The selection and determination of a Benchmark Replacement, the calculation of theinterest rate on the floating rate notes by reference to a Benchmark Replacement (including the application of a
Benchmark Replacement Adjustment), any implementation of Benchmark Replacement Conforming Changes andany other determinations, decisions or elections that may be made under the terms of the floating rate notes inconnection with a Benchmark Transition Event could adversely affect the applicable interest rate on, the return on,value of and market for the floating rate notes.
In addition, the Benchmark Replacement may have a limited history, and the future performance of the
Benchmark Replacement may not be predicted based on historical performance. Any failure of the Benchmark
Replacement to gain market acceptance could adversely affect the return on, value of and market for the floating
rate notes. The composition and characteristics of the Benchmark Replacement will not be the same as those of
SOFR, and the Benchmark Replacement may not be the economic equivalent of SOFR. The Benchmark
Replacement may not perform in the same way that SOFR or any other benchmark or market rates would have
performed at any time and may not be a comparable substitute for SOFR or any other benchmark or market rates.
The Benchmark Replacement may be more volatile than SOFR or other benchmark or market rates. The
secondary trading market for securities linked to the Benchmark Replacement may be limited. The administratorof the Benchmark Replacement may make changes that could change the value of the Benchmark Replacement
SP-3

or discontinue the Benchmark Replacement and has no obligation to consider your interests in doing so. Due tothese and other reasons, a Benchmark Transition Event may adversely affect the return on, value of and market
for the floating rate notes.
We or our designee may make determinations, decisions and elections that may affect the return on, value ofand market for the floating rate notes.
Under the terms of the floating rate notes, we or our designee may make certain determinations, decisions
and elections with respect to the floating rate notes, as described under “Description of the Notes—Floating Rate
Notes,” which may adversely affect the return on, value of and market for the floating rate notes. Suchdeterminations, decisions and elections will be made in our sole discretion or by our designee after consultation
with us without your consent. For example, if we or our designee determines that a Benchmark Transition Eventand its related Benchmark Replacement Date have occurred, then we or our designee will determine, among
other things, the Benchmark Replacement, the Benchmark Replacement Adjustment and the Benchmark
Replacement Conforming Changes. Certain determinations, decisions and elections may require the exercise of
discretion and subjective judgments, such as with respect to the occurrence or non-occurrence of a Benchmark
Transition Event and any Benchmark Replacement, Benchmark Replacement Adjustment and Benchmark
Replacement Conforming Changes. In addition, a Benchmark Replacement may involve more discretion in
respect of the calculation of the interest rate on the floating rate notes compared to the calculation of the interest
rate based on Compounded Daily SOFR. We may designate as our designee an entity that is our affiliate to makeany such determination, decision or election. Any exercise of discretion or subjective judgment by us or ourdesignee under the terms of the floating rate notes may present a conflict of interest. Our or our designee’sinterests in making the determinations, decisions and elections described above may be adverse to your interests
as a holder of the floating rate notes. All determinations, decisions and elections by us or our designee, as well as
those made by the calculation agent, will be final, conclusive and binding on you absent manifest error.
The interest rate on the floating rate notes is based on Compounded Daily SOFR, which is relatively new inthe marketplace.
For each Floating Rate Interest Period, the interest rate on the floating rate notes is based on Compounded
Daily SOFR, a rate calculated using the specific formula described under “Description of the Notes—Floating
Rate Notes—Compounded Daily SOFR,” which is relatively new in the market, and thus is not based on SOFR
published on or in respect of a particular date during such Floating Rate Interest Period or an average of SOFR
during such period. For this and other reasons, the interest rate on the floating rate notes during any Floating Rate
Interest Period will differ from the interest rate on other SOFR-linked investments that use an alternative basis todetermine the applicable interest rate. In addition, if SOFR in respect of a particular date during the SOFR
Observation Period (as defined below) for a Floating Rate Interest Period is negative, the inclusion of such dailyrate in the calculation of Compounded Daily SOFR will reduce the interest payable on the floating rate notes forsuch Floating Rate Interest Period. However, in no event will the interest payable on the floating rate notes for
any Floating Rate Interest Period be less than zero, nor will it be higher than the maximum rate permitted byapplicable laws and regulations.
Limited market precedents exist for securities that use SOFR as the interest rate, and the method for
calculating an interest rate based on SOFR in those precedents varies. Accordingly, the specific formula for
Compounded Daily SOFR used for determining the interest payable on the floating rate notes may not be widelyadopted by other market participants, if at all. If the market adopts, or if we adopt in any subsequently issued
notes, a calculation method that differs from that for the floating rate notes, the return on, value of and market for
the floating rate notes may be adversely affected.
The amount of interest payable with respect to each Floating Rate Interest Period will be determined near theend of such Floating Rate Interest Period.
The level of Compounded Daily SOFR applicable to each Floating Rate Interest Period and, therefore, theamount of interest payable with respect to such Floating Rate Interest Period will be determined on the relevant
SP-4

Floating Rate Determination Date (as defined below), which is five U.S. Government Securities Business Days
(as defined below) prior to the relevant Floating Rate Interest Payment Date (as defined below). Because eachsuch date is near the end of the relevant Floating Rate Interest Period, you will not know the amount of interest
payable with respect to the relevant Floating Rate Interest Period until shortly before the relevant Floating Rate
Interest Payment Date, and you may not be able to reliably estimate the amount of interest that will be payable oneach Floating Rate Interest Payment Date.
For the final Floating Rate Interest Period, the level of SOFR for any day from, and including, the fifth U.S.
Government Securities Business Day prior to the redemption date of the floating rate notes to, but excluding,such redemption date will not be included in the calculation of Compounded Daily SOFR. As a result, you will
not receive the benefit of any increase in the level of SOFR beyond the level for such U.S. Government
Securities Business Day in connection with the determination of the interest payable with respect to the final
Floating Rate Interest Period.
In addition, the foregoing terms of the floating rate notes relating to interest determination and any
discouraging effect such terms may have on the willingness or ability of investors to purchase or trade in the
floating rate notes may adversely affect the liquidity and the trading price of the floating interest notes.
We or our affiliates may participate in press activities or publish research that may affect the market value ofthe floating rate notes.
We or one or more of our affiliates may participate in press activities or publish research reports withrespect to movements in interest rates generally or with respect to the LIBOR transition to alternative reference
rates or SOFR specifically. Such press activities or research reports may be modified from time to time without
notice and may express opinions or provide recommendations that are inconsistent with purchasing, holding or
selling the floating rate notes. Any of these activities and reports may affect the market value of the floating rate
notes.
Risks Related to the Fixed-to-Fixed Reset Rate Notes
The interest rate on the fixed-to-fixed reset rate notes of each series will reset on the applicable Reset Date.
The interest rate on the fixed-to-fixed reset rate notes of each series will initially be the fixed per annum rate
set forth on the cover page of this prospectus supplement from (and including) the issue date to (but excluding)the applicable Reset Date (as defined below). From (and including) the applicable Reset Date to (but excluding)the applicable maturity date, the interest rate on the fixed-to-fixed reset rate notes of each series will be reset to a
fixed per annum rate equal to the applicable U.S. Treasury Rate as determined by the calculation agent on theapplicable Reset Determination Date (as defined below), plus the spread set forth on the cover page of thisprospectus supplement. As a result, the interest rate on the fixed-to-fixed reset rate notes of each series following
the applicable Reset Date may be less than the applicable initial interest rate, which would affect the amount of
any interest payments under the fixed-to-fixed reset rate notes of each series and, by extension, could affect theirmarket value.
The historical U.S. Treasury Rates are not an indication of future U.S. Treasury Rates.
The interest rate on the fixed-to-fixed reset rate notes of each series from (and including) the applicable
Reset Date to (but excluding) the applicable maturity date will be reset to a fixed per annum rate to be
determined based on the applicable U.S. Treasury Rate on the applicable Reset Determination Date. In the past,
U.S. Treasury Rates have experienced significant fluctuations. You should note that historical levels, fluctuations
and trends of U.S. Treasury Rates are not necessarily indicative of future levels. Any historical upward or
downward trend in U.S. Treasury Rates is not an indication that U.S. Treasury Rates are more or less likely toincrease or decrease at any time, and you should not take the historical U.S. Treasury Rates as an indication of
future rates. You bear the financial risks of fluctuations in the U.S. Treasury Rates and their effect on the interest
on, and the market value of, the fixed-to-fixed reset rate notes.
SP-5

USE OF PROCEEDSThe net proceeds from the sale of the Notes are estimated to be approximately $4,386 million after
deduction of the underwriting compensation and the estimated expenses payable by us in connection with theoffer and sale of the Notes. We intend to use the net proceeds from the sale of the Notes to fund the operations of
the Bank and the Trust Bank through loans that are intended to qualify as Internal TLAC debt. 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 the Bank, the Trust Bank, the Securities HD and
MUMSS.” in the accompanying prospectus.

SP-6

CAPITALIZATION AND INDEBTEDNESSThe table below sets forth our capitalization and indebtedness as of March 31, 2022:•

on an actual basis, and•on an as adjusted basis to give effect to the offering of the Notes.
At March 31, 2022(9)ActualAs Adjusted(in millions)

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

¥54,014,412¥54,014,412

Long-term debt:
Obligations under finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsubordinated debt(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subordinated debt(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Obligations under loan securitization transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes offered hereby . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16,10430,145,917
4,028,553
519,719—(13,694)

16,10430,145,917
4,028,553
519,719538,516(15,426)(10)

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

34,696,599

35,233,383

Shareholders’ equity:
Capital stock, with no stated value (common stock authorized: 33,000,000,000 shares;
common stock issued: 13,281,995,120 shares)(4)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings:(6)Appropriated for legal reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unappropriated retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income, net of taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock, at cost: 668,286,238 common shares(5)(7)(8) . . . . . . . . . . . . . . . . . . . . . . . . . .

2,090,270
5,327,772

2,090,270
5,327,772

239,571
8,172,646
227,033(452,224)

239,571
8,172,646
227,033(452,224)

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

15,605,068

15,605,068

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

691,454691,454

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

16,296,522

16,296,522

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

¥50,993,121¥51,529,905

Notes:(1) Total short-term borrowings consist 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 and the Securities HD issued ¥1,350.0 billion aggregate principal amount of unsubordinated bonds between April 1, 2022 andAugust 31, 2022. During the same period, MUFG, the Bank, the Trust Bank and the Securities HD redeemed ¥835.0 billion aggregate
principal amount of unsubordinated bonds. The Bank, the Trust Bank and the Securities HD are MUFG’s most active subsidiaries withrespect to the issuance and redemption of bonds.
(3) MUFG issued ¥259.0 billion aggregate principal amount of subordinated bonds between April 1, 2022 and August 31, 2022. During thesame period, MUFG redeemed ¥100.0 billion aggregate principal amount of subordinated bonds. On September 2, 2022, MUFG issued¥90.0 billion aggregate principal amount of subordinated bonds.
(4) All of the issued common shares are fully paid.
(5) MUFG repurchased 265,856,100 shares of its common stock for ¥194.2 billion between May 2022 and August 2022 under a share
repurchase program that was adopted by MUFG’s board of directors on May 16, 2022. Under the share repurchase program, we wereauthorized to repurchase up to the lesser of 600,000,000 shares of our common stock and ¥300.0 billion between May 17, 2022 andNovember 11, 2022. We plan to cancel all of the shares repurchased under this program.
(6) In June 2022, MUFG paid cash dividends of ¥14.5 per share of its common stock, totaling ¥183.4 billion, to the shareholders of record
as of March 31, 2022.
(7) Between April 1, 2022 and August 31, 2022, MUFG repurchased 9,026 shares of its common stock upon request of holders of less than
one unit of shares, and MUFG delivered 240 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.
(8) Between April 1, 2022 and August 31, 2022, 2,911,393 shares of MUFG common stock previously held in the board incentive plantrusts established for our performance-based stock compensation plans in Japan were delivered to the qualified plan grantees or sold on
the open market. The shares held in the trusts are treated as treasury shares.

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(9)

The following foreign currency exchange rates as of March 31, 2022 are used in the table and the notes to the table: ¥122.39 =U.S.$1.00; ¥92.00 = AU$1.00; ¥136.70 = €1.00.
(10) Includes ¥1,732 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, 2022, there has
been no material change in our capitalization and indebtedness since March 31, 2022.

SP-8

DESCRIPTION OF THE NOTESThe following description of the Notes supplements and, to the extent inconsistent therewith, replaces thedescription of the general terms and provisions of our senior debt securities set forth in the accompanying
prospectus under the heading “Description of Senior Debt Securities.” It is important for you to consider the
information contained in this prospectus supplement and in the accompanying prospectus and any applicable
free writing prospectus, including any pricing term sheet, in making your investment decision with respect to theNotes. Whenever a defined term is used but not defined in this section, the definition of that term is contained in
the accompanying prospectus or in the Indenture referred to herein or therein.
GeneralThe floating rate notes will be initially issued in an aggregate principal amount of $400,000,000 and, unlesspreviously redeemed or otherwise cancelled, will mature on September 12, 2025 (the “Floating Rate Notes
Maturity Date”). The floating rate notes will bear interest at a rate per annum equal to Compounded Daily SOFR
(as defined under “—Floating Rate Notes—Compounded Daily SOFR” below) plus 1.385% (the “Margin”),
payable quarterly in arrears on March 12, June 12, September 12 and December 12 of each year subject toadjustments as described below, commencing December 12, 2022 (short first coupon for the period from (andincluding) September 13, 2022 to (but excluding) December 12, 2022) (each, a “Floating Rate Interest Payment
Date”), and ending on the Floating Rate Notes Maturity Date or, if redeemed early, the date of such redemption.
For more information on the calculation of Compounded Daily SOFR, see “—Floating Rate Notes—
Compounded Daily SOFR” below.
The 3-year notes will be initially issued in an aggregate principal amount of $2,000,000,000 and, unlesspreviously redeemed or otherwise cancelled, will mature on September 12, 2025. During the 3-year notes initial
fixed rate period (as defined below), the 3-year notes will bear interest at the fixed rate of 5.063% per annum,
payable semi-annually in arrears on March 12 and September 12 of each year, commencing on March 12, 2023
(short first coupon for the period from (and including) September 13, 2022 to (but excluding) March 12, 2023).
During the 3-year notes reset fixed rate period (as defined below), the 3-year notes will bear interest at a fixed
per annum rate equal to the applicable U.S. Treasury Rate as determined by the calculation agent on the 3-year
notes Reset Determination Date, plus 1.55% (the “3-year notes Reset Fixed Rate”), payable semi-annually inarrears on March 12, 2025 and September 12, 2025 (each such interest payment date, a “3-year notes reset rateinterest payment date”). The “3-year notes initial fixed rate period” is from, and including, September 13, 2022
to, but excluding, September 12, 2024 (the “3-year notes Reset Date”), and the “3-year notes reset fixed rate
period” is from, and including, the 3-year notes Reset Date to, but excluding, September 12, 2025. For more
information on the calculation of interest during the 3-year notes reset fixed rate period, see “—Fixed-to-Fixed
Reset Rate Notes—Reset Fixed Rate Period” below.
The 6-year notes will be initially issued in an aggregate principal amount of $1,250,000,000 and, unlesspreviously redeemed or otherwise cancelled, will mature on September 13, 2028. During the 6-year notes initial
fixed rate period (as defined below), the 6-year notes will bear interest at the fixed rate of 5.354% per annum,
payable semi- annually in arrears on March 13 and September 13 of each year, commencing on March 13, 2023.
During the 6-year notes reset fixed rate period (as defined below), the 6-year notes will bear interest at a fixed
per annum rate equal to the applicable U.S. Treasury Rate as determined by the calculation agent on the 6-year
notes Reset Determination Date, plus 1.90% (the “6-year notes Reset Fixed Rate”), payable semi-annually inarrears on March 13, 2028 and September 13, 2028 (each such interest payment date, a “6-year notes reset rateinterest payment date”). The “6-year notes initial fixed rate period” is from, and including, September 13, 2022
to, but excluding, September 13, 2027 (the “6-year notes Reset Date”), and the “6-year notes reset fixed rate
period” is from, and including, the 6-year notes Reset Date to, but excluding, September 13, 2028. For more
information on the calculation of interest during the 6-year notes reset fixed rate period, see “—Fixed-to-Fixed
Reset Rate Notes—Reset Fixed Rate Period” below.
The 11-year notes will be initially issued in an aggregate principal amount of $750,000,000 and, unlesspreviously redeemed or otherwise cancelled, will mature on September 13, 2033. During the 11-year notes initial
SP-9

fixed rate period (as defined below), the 11-year notes will bear interest at the fixed rate of 5.472% per annum,
payable semi- annually in arrears on March 13 and September 13 of each year, commencing on March 13, 2023.
During the 11-year notes reset fixed rate period (as defined below), the 11-year notes will bear interest at a fixed
per annum rate equal to the applicable U.S. Treasury Rate as determined by the calculation agent on the 11-year
notes Reset Determination Date, plus 2.125% (the “11-year notes Reset Fixed Rate”), payable semi-annually inarrears on March 13, 2033 and September 13, 2033 (each such interest payment date, a “11-year notes reset rateinterest payment date”). The “11-year notes initial fixed rate period” is from, and including, September 13, 2022
to, but excluding, September 13, 2032 (the “11-year notes Reset Date”), and the “11-year notes reset fixed rate
period” is from, and including, the 11-year notes Reset Date to, but excluding, September 13, 2033. For more
information on the calculation of interest during the 11-year notes reset fixed rate period, see “—Fixed-to-Fixed
Reset Rate Notes—Reset Fixed Rate Period” below.
The Notes will be repaid at maturity at a price of 100% of the principal amount thereof. The Notes of eachseries may be redeemed at the option and in the sole discretion of the Company on the date that is one year prior
to the maturity date of such series of Notes as described under “—Optional Redemption” below. In addition, theNotes of each series may be redeemed at any time prior to maturity in the circumstances described under“Description of Senior Debt Securities—Optional Tax Redemption” in the accompanying prospectus.
The Company will pay the principal of and interest on the Notes in U.S. dollars or in such other coin or
currency of the United States as at the time of payment is legal tender for the payment of public and private
debts.
Floating Rate Notes
Interest on the floating rate notes will accrue from (and including) the issue date described under“Summary—General Terms of the Notes” to (but excluding) the Floating Rate Notes Maturity Date or, if
redeemed early, the date of such redemption. Interest will be paid on each Floating Rate 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 Floating Rate Interest Payment Date. If any Floating Rate Interest Payment Date (which, as defined andused in this prospectus supplement, does not include the Floating Rate Notes Maturity Date or any redemptiondate) falls on a day that is not a Business Day, such Floating Rate Interest Payment Date will be adjusted inaccordance with the Modified Following Business Day Convention.
“Modified Following Business Day Convention” means that the relevant date shall be postponed to the first
following day that is a Business Day (and interest will continue to accrue to, but excluding, such succeeding
Business Day), unless that day falls in the next calendar month in which case that date will be the first preceding
day that is a Business Day (and interest will accrue to, but excluding, such preceding Business Day).
If the Floating Rate Notes Maturity Date or any redemption date would fall on a day that is not a Business
Day, then any interest, principal or additional amounts, if any, as the case may be, may be paid on the next
succeeding Business Day with the same force and effect as if made on the Floating Rate Notes Maturity Date orsuch redemption date, provided that no interest shall accrue from and after the Floating Rate Notes Maturity Dateor such redemption date. Postponement of this kind will not result in a default under the floating rate notes.
“Business Day” as used under “—Floating Rate Notes” means a day which is not a day on which banking
institutions in New York and Tokyo are authorized by law or regulation to close.
As further described herein, as of each Floating Rate Determination Date (as defined below), the calculation
agent will calculate the interest rate for the relevant Floating Rate Interest Period (as defined under “—Floating
Rate Notes—Compounded Daily SOFR” below) and the amount of accrued interest payable on the floating rate
notes on the related Floating Rate Interest Payment Date by multiplying (i) the outstanding principal amount of
the floating rate notes by (ii) the product of (a) the interest rate for the relevant Floating Rate Interest Period
multiplied by (b) the number of days in the relevant Floating Rate Interest Period divided by 360 and rounding
the resulting figure to the nearest cent (with one-half cent being rounded upwards).
SP-10

Secured Overnight Financing Rate
SOFR is published by the NY Federal Reserve and is intended to be a broad measure of the cost of
borrowing cash overnight collateralized by U.S. Treasury securities.
The NY Federal Reserve notes on its publication page for SOFR that use of SOFR is subject to important
limitations, indemnification obligations and disclaimers, including that the NY Federal Reserve may alter the
methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time without
notice.
Compounded Daily SOFR
“Compounded Daily SOFR” means, in respect of each Floating Rate Interest Period, the rate of return on adaily compounded interest investment during the relevant SOFR Observation Period (with daily SOFR used as
the reference rate for the calculation of interest) and will be determined by the calculation agent as of the relevant
Floating Rate Determination Date in accordance with the following formula:
dO

1+
i =1

SOFRi

ni

360

-1

360
d

with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with 0.000005 per cent. being rounded upwards (e.g., 9.876541 per cent. (or 0.09876541) being rounded
down to 9.87654 per cent. (or 0.0987654) and 9.876545 per cent. (or 0.09876545) being rounded up to
9.87655 per cent. (or 0.0987655)), and where:“SOFRi” for any U.S. Government Securities Business Day (as defined below) “i” in the relevant SOFR
Observation Period, is equal to the SOFR reference rate for that U.S. Government Securities Business Day “i”;
“d” means the number of calendar days in the relevant SOFR Observation Period;“do” means the number of U.S. Government Securities Business Days in the relevant SOFR Observation
Period;“i” means a series of whole numbers ascending from one to do, representing each U.S. Government
Securities Business Day in chronological order from (and including) the first U.S. Government Securities
Business Day in the relevant SOFR Observation Period (each, a “U.S. Government Securities Business Day“i””);“ni”, for any U.S. Government Securities Business Day “i”, means the number of calendar days from (andincluding) such U.S. Government Securities Business Day “i” up to (but excluding) the following U.S.
Government Securities Business Day;
“Floating Rate Determination Date” means the date that is five U.S. Government Securities Business Days
before the related Floating Rate Interest Payment Date (or (i) in the final Floating Rate Interest Period, before the
Floating Rate Notes Maturity Date, or (ii) in the case of any redemption of the floating rate notes, before theredemption date);“Floating Rate Interest Period” means each period beginning from (and including) the issue date describedunder “Summary—General Terms of the Notes” to (but excluding) the first Floating Rate Interest Payment Date,from (and including) any Floating Rate Interest Payment Date to (but excluding) the next Floating Rate Interest
Payment Date, and from (and including) any Floating Rate Interest Payment Date immediately preceding the
Floating Rate Notes Maturity Date or any redemption date to (but excluding) the Floating Rate Notes Maturity
Date or such redemption date;SP-11

“SOFR” means, in respect of a U.S. Government Securities Business Day, the reference rate determined by
the calculation agent in accordance with the following provision:(i)

the Secured Overnight Financing Rate published for such U.S. Government Securities BusinessDay at the SOFR Determination Time on the SOFR Administrator’s Website; or(ii) if the reference rate specified in (i) above does not appear, unless both a Benchmark Transition
Event and its related Benchmark Replacement Date (each as defined below) have occurred, theSecured Overnight Financing Rate published on the SOFR Administrator’s Website for the mostrecent preceding U.S. Government Securities Business Day for which the Secured Overnight
Financing Rate was published on the SOFR Administrator’s Website;“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, or any
successor source;“SOFR Determination Time” means 3:00 p.m. (New York City time) on the immediately following U.S.
Government Securities Business Day;
“SOFR Observation Period” means (i) in respect of each Floating Rate Interest Period (except as provided
in clause (ii) below), the period from, and including, the date that is five U.S. Government Securities Business
Days preceding the first date in such Floating Rate Interest Period to, but excluding, the date that is five U.S.
Government Securities Business Days preceding the Floating Rate Interest Payment Date for such Floating Rate
Interest Period, and (ii) in respect of any Floating Rate Interest Period for which any interest is payable on the
Floating Rate Notes Maturity Date or the date of any redemption of the floating rate notes, the period from, andincluding, the date that is five U.S. Government Securities Business Days preceding the first date in the Floating
Rate Interest Period in which the Floating Rate Notes Maturity Date falls or such redemption occurs to, but
excluding, the date that is five U.S. Government Securities Business Days before the Floating Rate Notes
Maturity Date or such redemption date; and“U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on
which the Securities Industry and Financial Markets Association recommends that the fixed income departmentsof its members be closed for the entire day for purposes of trading in U.S. government securities.
Notwithstanding anything to the contrary in the documentation relating to the floating rate notes, if theCompany or its designee determines on or prior to the relevant Reference Time (as defined below) that a
Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect todetermining Compounded Daily SOFR or the then-current Benchmark (as defined below), then the provisions set
forth below under “—Benchmark Transition” (the “Benchmark Transition provisions”) will thereafter apply to
all determinations of the rate of interest payable on the floating rate notes.
For the avoidance of doubt, in accordance with the Benchmark Transition provisions, after a Benchmark
Transition Event and its related Benchmark Replacement Date have occurred, the rate of interest payable for each
Floating Rate Interest Period on the floating rate notes will be an annual rate equal to the sum of the Benchmark
Replacement (as defined below) and the Margin.
The Bank of New York Mellon will initially serve as calculation agent for the floating rate notes. The
calculation agent will, as of the Floating Rate Determination Date, calculate Compounded Daily SOFR or thethen-current Benchmark and the Benchmark Replacement Adjustment, and the applicable interest rate and theamount of interest payable for each Floating Rate Interest Period with respect to the floating rate notes.
All determinations and calculations made in connection with Compounded Daily SOFR or the then-current
Benchmark and the Benchmark Replacement Adjustment and Benchmark Replacement Conforming Changes,
and the applicable interest rate and amount for each Floating Rate Interest Period, whether by the Company, its
SP-12

designee or the calculation agent, in the absence of manifest error, will be final and conclusive for all purposes
and binding on the Company, the trustee, the calculation agent, the paying agent and the holders of the floating
rate notes.
The rate of interest for the floating rate notes will in no event be higher than the maximum rate permitted byapplicable laws and regulations or lower than 0% per annum.
The calculation agent will cause the interest rates, the number of days and the interest amounts for current
and preceding Floating Rate Interest Periods and the relevant record dates and Floating Rate Interest Payment
Dates to be notified to the Company, the trustee, the paying agent and DTC, and such information will be
notified or published to the holders of the floating rate notes through DTC or through another reasonable manneras soon as possible after the calculation with respect to the current Floating Rate Interest Period is completed.
Benchmark Transition
Notwithstanding anything to the contrary in the documentation relating to the floating rate notes, if theCompany or its designee determines on or prior to the relevant Reference Time that a Benchmark Transition
Event and its related Benchmark Replacement Date have occurred with respect to the then-current Benchmark,the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the floating rate
notes in respect of all determinations on the date to which such relevant Reference Time belongs and for all
determinations on all subsequent dates.
In connection with the implementation of a Benchmark Replacement, the Company or its designee will havethe right to make Benchmark Replacement Conforming Changes (as defined below) from time to time without
consent from the holders of the floating rate notes or any other party.
Any determination, decision or election that may be made by the Company or its designee pursuant to these
Benchmark Transition provisions, including any determination with respect to a tenor, rate or adjustment or of
the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain fromtaking any action or any selection (i) will be final and conclusive for all purposes and binding on the Company,
its designee, the trustee, the paying agent, the calculation agent and any other agents and the holders of thefloating rate notes in the absence of manifest error, (ii) if made by the Company, will be made in its sole
discretion, (iii) if made by the Company’s designee, will be made after consultation with the Company, and thedesignee will not make any such determination, decision or election to which the Company objects and(iv) notwithstanding anything to the contrary in the documentation relating to the floating rate notes, shallbecome effective without consent from the holders of the floating rate notes or any other party.
Any determination, decision or election pursuant to these Benchmark Transition provisions not made by theCompany’s designee will be made by the Company on the basis as described above. In addition, notwithstanding
anything to the contrary in the documentation relating to the floating rate notes, the Company may designate asits designee an entity (which may be the Company’s affiliate) to make any determination, decision or electionthat the Company has the right to make in connection with these Benchmark Transition provisions.
The Company or its designee will promptly cause the determination of the Benchmark Replacement, theBenchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes to be notified tothe trustee, the paying agent, the calculation agent and the holders of the floating rate notes; provided that failure
to give such notice will have no impact on the effectiveness of, or otherwise invalidate, any such determination.
For purposes of these Benchmark Transition provisions:“Benchmark” means, initially, Compounded Daily SOFR; provided that if the Company or its designee
determines on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark
SP-13

Replacement Date have occurred with respect to Compounded Daily SOFR (including any daily publishedcomponent used in the calculation thereof) or the then-current Benchmark, then “Benchmark” means theapplicable Benchmark Replacement;“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by
the Company or its designee as of the Benchmark Replacement Date:(i)the sum of:(a) the alternate reference rate that has been selected or recommended by the Relevant
Governmental Body as the replacement for the then-current Benchmark (including any daily
published component used in the calculation thereof) for the Corresponding Tenor; and(b) the Benchmark Replacement Adjustment;(ii) the sum of:(a) the ISDA Fallback Rate; and(b) the Benchmark Replacement Adjustment; or(iii) the sum of:(a) the alternate reference rate that has been selected by the Company or its designee as thereplacement for the then-current Benchmark (including any daily published component usedin the calculation thereof) for the applicable Corresponding Tenor giving due consideration
to any industry-accepted reference rate as a replacement for the then-current Benchmark(including any daily published component used in the calculation thereof) for U.S. dollardenominated floating rate securities at such time; and(b) the Benchmark Replacement Adjustment;“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be
determined by the Company or its designee as of the Benchmark Replacement Date:(i)the spread adjustment, or method for calculating or determining such spread adjustment, (which
may be a positive or negative value or zero) that has been selected or recommended by the
Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;(ii) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, theISDA Fallback Adjustment; or(iii) the spread adjustment (which may be a positive or negative value or zero) that has been selectedby the Company or its designee giving due consideration to any industry-accepted spreadadjustment, or method for calculating or determining such spread adjustment, for the replacementof the then-current Benchmark (including any daily published component used in the calculation
thereof) with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominatedfloating rate securities at such time;“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any
technical, administrative or operational changes (including, but not limited to, changes to the definitions orinterpretations of “Floating Rate Interest Period,” changes to the timing and frequency of determining rates andmaking payments of interest, rounding of amounts or tenors, and other administrative matters) which theCompany or its designee decides may be appropriate to reflect the adoption of such Benchmark Replacement in amanner substantially consistent with market practice (or, if the Company or its designee decides that adoption of
any portion of such market practice is not administratively feasible or if the Company or its designee determinesthat no market practice for use of the Benchmark Replacement exists, in such other manner as the Company or its
designee determines is reasonably practicable);
SP-14

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the thencurrent Benchmark (including any daily published component used in the calculation thereof):(i)in the case of sub-paragraph (i) or (ii) of the definition of “Benchmark Transition Event”, the laterof:(a) the date of the public statement or publication of information referenced therein; and(b) the date on which the administrator of the Benchmark (or such component) permanently orindefinitely ceases to provide the Benchmark (or such component); or(ii) in the case of sub-paragraph (iii) of the definition of “Benchmark Transition Event”, the date of
the public statement or publication of information referenced therein.
For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same
day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Datewill be deemed to have occurred prior to the Reference Time for such determination.
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect tothe then-current Benchmark (including any daily published component used in the calculation thereof):(i)a public statement or publication of information by or on behalf of the administrator of the
Benchmark (or such component) announcing that such administrator has ceased or will cease toprovide the Benchmark (or such component), permanently or indefinitely, provided that, at thetime of such statement or publication, there is no successor administrator that will continue toprovide the Benchmark (or such component);(ii) a public statement or publication of information by the regulatory supervisor for the administratorof the Benchmark (or such component), the central bank for the currency of the Benchmark (orsuch component), an insolvency official with jurisdiction over the administrator for the
Benchmark (or such component), a resolution authority with jurisdiction over the administrator
for the Benchmark (or such component) or a court or an entity with similar insolvency orresolution authority over the administrator for the Benchmark (or such component), which statesthat the administrator of the Benchmark (or such component) has ceased or will cease to provide
the Benchmark (or such component) permanently or indefinitely, provided that, at the time of suchstatement or publication, there is no successor administrator that will continue to provide theBenchmark (or such component); or(iii) a public statement or publication of information by the regulatory supervisor for the administratorof the Benchmark (or such component) announcing that the Benchmark (or such component) is nolonger representative;“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight)
having approximately the same length (disregarding Business Day adjustment) as the applicable tenor for thethen-current Benchmark;“designee” means a designee as selected and appointed by the Company for the floating rate notes;“ISDA Definitions” means the 2021 ISDA Interest Rate Derivatives Definitions published by ISDA or any
successor thereto, as amended or supplemented from time to time, or any successor definitional booklet forinterest rate derivatives published from time to time;“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value orzero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon theoccurrence of an index cessation event with respect to the Benchmark (including any daily published component
used in the calculation thereof) for the applicable tenor;
SP-15

“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA
Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark(including any daily published component used in the calculation thereof) for the applicable tenor excluding theapplicable ISDA Fallback Adjustment;“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is
Compounded Daily SOFR, the SOFR Determination Time, or (2) if the Benchmark is not Compounded Daily
SOFR, the time determined by the Company or its designee after giving effect to the Benchmark Replacement
Conforming Changes;“Relevant Governmental Body” means the Federal Reserve Board and/or the NY Federal Reserve, or acommittee officially endorsed or convened by the Federal Reserve Board and/or the NY Federal Reserve or any
successor thereto; and“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark
Replacement Adjustment.
See “Risk Factors—Risks Related to the Floating Rate Notes.”
Fixed-to-Fixed Reset Rate Notes
In this prospectus supplement, references to the “Reset Date” are to the Reset Date for each applicable seriesof fixed-to-fixed reset rate notes. References to the “Reset Fixed Rate” are to the Reset Fixed Rate on eachapplicable series of fixed-to-fixed reset rate notes. References to the “initial fixed rate period” are to the initial
fixed rate period for each applicable series of fixed-to-fixed reset rate notes. References to the “reset fixed rate
period” are to the reset fixed rate period for each applicable series of fixed-to-fixed reset rate notes. References tothe “reset rate interest payment date” are to the reset rate interest payment date for each applicable series of
fixed-to-fixed reset rate notes.
In any case where the date of payment of interest, redemption or stated maturity of the fixed-to-fixed reset
rate notes 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 of interest, redemption or statedmaturity, provided that no interest shall accrue for the period from and after such date of payment of interest,
redemption or stated maturity. Postponement of this kind will not result in a default under the fixed-to-fixed reset
rate notes. Interest will be paid on each interest payment date for the fixed-to-fixed reset rate notes to the holdersof record as at 5:00 p.m. (New York City time) on the day five Business Days immediately preceding suchinterest payment date.
“Business Day” as used under “—Fixed-to-Fixed Reset Rate Notes” means a day which is not a day on
which banking institutions in New York and Tokyo are authorized by law or regulation to close.
Interest on the fixed-to-fixed reset rate notes will be computed on the basis of a 360-day year consisting of
twelve 30-day months and rounding the resulting figure to the nearest cent (half a cent being rounded upward).
Initial Fixed Rate Period
Each series of fixed-to-fixed reset rate notes will bear interest at the fixed rate set forth above during theinitial fixed rate period with respect to such series.
Reset Fixed Rate Period
The interest rate for the fixed-to-fixed reset rate notes of each series will be reset to the applicable Reset
Fixed Rate on the applicable Reset Date, and the fixed-to-fixed reset rate notes of each series will bear theapplicable Reset Fixed Rate during the applicable reset fixed rate period.
SP-16

Determination of the U.S. Treasury RateThe U.S. Treasury Rate shall be determined by The Bank of New York Mellon as calculation agent.
“U.S. Treasury Rate” means, with respect to the applicable reset fixed rate period, the rate per annum equal
to:(1) the arithmetic average, as determined by the calculation agent, of the yields on actively traded
U.S. Treasury securities adjusted to constant maturity for the maturity of one year (“Yields”) for
the five consecutive New York Business Days (as defined below) immediately prior to theapplicable Reset Determination Date based on information appearing in the statistical release
designated “H.15” (or any successor publication that reports Yields) most recently published by
the Board of Governors of the U.S. Federal Reserve System as of 5:00 p.m. (New York City time)on the applicable Reset Determination Date; provided that if the Yield is not available throughsuch release (or any successor publication) for any relevant New York Business Day, then thearithmetic average will be determined based on the Yields for the remaining New York Business
Days during the five New York Business Day period described above (provided further that if theYield is available for only a single New York Business Day during such five New York BusinessDay period, then “U.S. Treasury Rate” will mean the single-day Yield for such day); or(2) if no information is available to determine the U.S. Treasury Rate in accordance with the method
set forth in (1) above by using the Yield for at least a single New York Business Day during thefive New York Business Day period described above, then the annualized yield to maturity of theComparable Treasury Issue (as defined below) calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price (as defined below) as of the applicable Reset Determination Date.
If the U.S. Treasury Rate cannot be determined, for whatever reason, as described under (1) or (2) above,“U.S. Treasury Rate” means the rate per annum equal to the last reported Yield, as determined by the calculation
agent, based on information appearing in the statistical release designated “H.15” (or any successor publicationthat reports Yields) last published by the Board of Governors of the U.S. Federal Reserve System as of 5:00 p.m.
(New York City time) on the applicable Reset Determination Date.
“Comparable Treasury Issue” means, with respect to any applicable reset fixed rate period, the U.S.
Treasury security selected by the Company (and notified to the calculation agent) with a maturity date on or
about (but not more than 30 calendar days before or after) the maturity date for the applicable series of
fixed-to-fixed reset rate notes and that would be utilized, at the time of selection and in accordance withcustomary financial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars andhaving a maturity of one year; provided, however, that the selection of the Comparable Treasury Issue shall be at
the sole discretion and judgement of the Company, and that such determination shall be final and conclusive forall purposes and binding on the calculation agent, the trustee, the paying agent and the holders of the applicableseries of fixed-to-fixed reset rate notes.
“Comparable Treasury Price” means, with respect to the applicable Reset Determination Date, (i) thearithmetic average, as determined by the calculation agent, of the Reference Treasury Dealer Quotations (asdefined below) for the Comparable Treasury Issue as of the applicable Reset Determination Date, after excluding
the highest and lowest of such Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference
Treasury Dealer Quotations are received, the arithmetic average, as determined by the calculation agent, of all
such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations are received, then the
Reference Treasury Dealer Quotation as quoted by a Reference Treasury Dealer.
“New York Business Day” means a day which is not a day on which banking institutions in New York areauthorized by law or regulation to close, regardless of whether the over-the-counter market for actively traded
U.S. Treasury securities is open or closed.
SP-17

“Reference Treasury Dealer” means each of up to five banks selected by the Company (and notified to thecalculation agent), or the affiliates of such banks, which are (i) primary U.S. Treasury securities dealers, and theirrespective successors, or (ii) market makers in pricing corporate bond issues denominated in U.S. dollars;
provided, however, that the selection of the Reference Treasury Dealers shall be at the sole discretion andjudgement of the Company, and that such determination shall be final and conclusive for all purposes andbinding on the calculation agent, the trustee, the paying agent and the holders of the applicable series of
fixed-to-fixed reset rate notes.
“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer, thearithmetic average, as determined by the calculation agent, of the bid and asked prices quoted to the Company(and notified to the calculation agent) by such Reference Treasury Dealer for the Comparable Treasury Issue,
expressed in each case as a percentage of its principal amount, approximately at 11:00 a.m. (New York Citytime), on the applicable Reset Determination Date.
“Reset Determination Date” means the second Business Day immediately preceding the Reset Date withrespect to a series of fixed-to-fixed reset rate notes.
The calculation agent will, as soon as practicable after the determination of the Reset Fixed Rate on theapplicable series of Notes, calculate the amount of interest (the “Interest Amount”) payable for the reset fixed
rate period with respect to such series of fixed-to-fixed reset rate notes.
All determinations, calculations and quotations made or obtained for the purposes of calculating the Reset
Fixed Rate on the applicable series of fixed-to-fixed reset rate notes and the Interest Amount, whether by theCompany, the calculation agent or any Reference Treasury Dealer, in the absence of manifest error, will be final
and conclusive for all purposes and binding on the Company, the trustee, the calculation agent, the paying agent
and the holders of the applicable series of fixed-to-fixed reset rate notes.
All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one
thousandth of a percentage point, with five ten-thousands of a percentage point rounded upwards (e.g., 9.8765%(or 0.098765) being rounded to 9.877% (or 0.09877)) and all dollar amounts used in or resulting from suchcalculations will be rounded to the nearest cent (with one-half cent being rounded upwards).
The Reset Fixed Rate on each series of fixed-to-fixed reset rate notes during the applicable reset fixed rate
period will in no event be higher than the maximum rate permitted by applicable laws and regulations or lower
than 0% per annum.
The calculation agent will cause the Reset Fixed Rate, the Interest Amount payable for the reset fixed rate
period and the reset rate interest payment date with respect to the applicable series of fixed-to-fixed reset rate
notes to be notified to the Company, the trustee, the paying agent and DTC, and such information will be notified
or published to the holders of such series of fixed-to-fixed reset rate notes through DTC or through anotherreasonable manner as soon as possible after their determination.
See “Risk Factors—Risks Related to the Fixed-to-Fixed Reset Rate Notes.”
Calculation Agent
The Bank of New York Mellon, a banking corporation organized and existing under the laws of the State of
New York with limited liability with its office at 240 Greenwich Street, New York, New York 10286, U.S.A.,
will initially act as calculation agent for purposes of calculating Compounded Daily SOFR, the then-current
Benchmark, the Benchmark Replacement Adjustment, the applicable interest rate and the amount of accrued
interest payable on the floating rate notes and for purposes of determining the U.S. Treasury Rate and calculating
the Reset Fixed Rate and the Interest Amount payable on each reset rate interest payment date with respect to a
SP-18

series of fixed-to-fixed reset rate notes. The Company may change the calculation agent without prior notice tothe holders of the Notes (but with prior notice to the calculation agent), and the Company or any of its
subsidiaries may act as the calculation agent.
Optional Redemption
The Company may at its option and in its sole discretion redeem the Notes of each series in whole, but notin part, on the date that is one year prior to the maturity date of the Notes of such series, subject to the priorconfirmation of the FSA (if such confirmation is required under Japanese banking laws and regulations then in
effect), at a redemption price equal to the sum of 100% of the principal amount of the Notes of such series plus
any accrued and unpaid interest thereon to, but excluding, the applicable redemption date.
If the Company elects to redeem any series of Notes, it will provide notice at least 30 days and not morethan 60 days before the date of redemption. The notice of redemption will state:•such election of the Company to redeem the applicable series of Notes;•

the redemption date;•

the redemption price;•

the principal amount and CUSIP or ISIN number and/or common code of the applicable series ofNotes;•

that on the redemption date the redemption price will become due and payable upon the applicableseries of Notes;•

the place or places of payment of the redemption price;•that (in the event the applicable series of Notes are in certificated form) applicable series of Notes are
required to be presented or surrendered on or after such redemption date at the designated place orplaces of payment;•that any interest accrued thereon to, but excluding, the redemption date will be paid as specified in thenotice; and•that interest thereon will cease to accrue on and after the redemption date.

Notwithstanding the foregoing, if the applicable series of Notes are held in book-entry form through DTC,
the Company may give such notice in any manner permitted or required by DTC. See “Description of Senior
Debt Securities—Book-Entry; Delivery and Form—DTC’s Procedures for Notices, Voting and Payments” in theaccompanying prospectus.
In any case where the date of redemption of a series of Notes that is one year prior to the maturity date of
the Notes of such series 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 redemption, provided that nointerest shall accrue for the period from and after such date of redemption. Postponement of this kind will not
result in a default under the Notes.
See “Risk Factors—Risks Related to the Notes—We may redeem the Notes at our option, subject to certain
conditions.”

SP-19

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 (as defined below).
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 Notes in connection with the issue of the Notes, nor will such taxes be payable by holders of Notes
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 owner
SP-20

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 (as defined below), except as
specifically permitted under the Special Taxation Measures Act.
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 any positive or negative 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; andSP-21

(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.
(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 attributable tothe business of such individual non-resident of Japan or non-Japanese corporation 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 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 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 than 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, Canada, Finland, France,
Hong Kong, Ireland, Italy, Luxembourg, the Netherlands, New Zealand, Norway, Portugal, Singapore
and Switzerland. Under the tax treaties between Japan and Austria, Belgium, Denmark, Germany,
Spain, Sweden, the United Kingdom or the United States, interest paid to qualified Austrian, Belgian,Danish, German, Spanish, Swedish, United Kingdom or United States residents is generally exempt
from Japanese withholding tax (for Belgium, only for a Belgian enterprise). Japan has also signed anamendment to the existing tax treaty with Switzerland generally exempting interest from Japanese
withholding tax, and the amendment has not yet entered into force. Under the current income tax
treaties between Japan and Australia, France, the Netherlands, New Zealand or Switzerland, certain
limited categories of qualified Australian, French, Dutch, New Zealand or Swiss residents receiving
interest on the Notes may, subject to compliance with certain procedural requirements under Japaneselaw, be fully exempt from Japanese withholding tax for interest on the Notes (provided that no
exemption will apply to pension funds in the case of Australia and New Zealand). In order to avail
themselves of 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,SP-22

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 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 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 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 ofwhether such individual non-resident of Japan or non-Japanese corporation has a permanentestablishment 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 account in computing
the net taxable income, if any, for purposes of regular income tax or corporate tax, as appropriate, of
the recipient.

SP-23

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 11 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 otherwise than by way of withholding,including the treatment of the Redemption Loss, bearing in mind, especially for individual residents of Japan, thechange to the taxation 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, a Japanese insurance company, a Japanese financial instruments business operator
or other Japanese financial institution falling under certain categories prescribed by the Cabinet Orderunder Article 6, Paragraph 11 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.

SP-24

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.

Additional U.S. Tax Considerations
Although not free from doubt with respect to the fixed-to-fixed reset rate notes, we intend to treat the Notes
as “variable rate debt instruments” for U.S. federal income tax purposes, and to treat the interest on the Notes as“qualified stated interest” pursuant to applicable Treasury Regulations. You should consult your own tax advisor
regarding the characterization of the Notes for U.S. federal income tax purposes.
For a summary of the material U.S. federal income tax consequences of the acquisition, ownership anddisposition of the Notes, please review the section entitled “Taxation—U.S. Taxation” in the accompanying
prospectus.

SP-25

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 6, 2022 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:

Underwriter:

Floating Rate
Notes
due 2025

3-YearNotes
due 2025

6-YearNotes
due 2028

11-YearNotes
due 2033

Morgan Stanley & Co. LLC . . . . . . . . . . . . . . . . . . . $170,000,000 $ 850,000,000 $ 531,250,000 $318,750,000
MUFG Securities Americas Inc. . . . . . . . . . . . . . . . 170,000,000
850,000,000
531,250,000 318,750,000
Barclays Capital Inc. . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000
36,000,000
22,500,000 13,500,000
BofA Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . . .
7,200,000
100,000,000
22,500,000 13,500,000
Citigroup Global Markets Inc. . . . . . . . . . . . . . . . . .
7,200,000
36,000,000
62,500,000 13,500,000
J.P. Morgan Securities LLC . . . . . . . . . . . . . . . . . . .
7,200,000
36,000,000
22,500,000 37,500,000
BNP Paribas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,200,000
16,000,000
10,000,000
6,000,000
HSBC Securities (USA) Inc. . . . . . . . . . . . . . . . . . .
3,200,000
16,000,000
10,000,000
6,000,000
Crédit Agricole Corporate and Investment Bank . . .
2,000,000
10,000,000
6,250,000
3,750,000
Natixis Securities Americas LLC . . . . . . . . . . . . . . .
2,000,000
10,000,000
6,250,000
3,750,000
Société Générale . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,000,000
10,000,000
6,250,000
3,750,000
TD Securities (USA) LLC . . . . . . . . . . . . . . . . . . . .
2,000,000
10,000,000
6,250,000
3,750,000
Nomura Securities International, Inc. . . . . . . . . . . . .
1,200,000
6,000,000
3,750,000
2,250,000
Wells Fargo Securities, LLC . . . . . . . . . . . . . . . . . .
1,200,000
6,000,000
3,750,000
2,250,000
Bank of China Limited . . . . . . . . . . . . . . . . . . . . . . .
800,000
4,000,000
2,500,000
1,500,000
Industrial and Commercial Bank of China Limited,
Singapore Branch . . . . . . . . . . . . . . . . . . . . . . . . .
800,000
4,000,000
2,500,000
1,500,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $400,000,000 $2,000,000,000 $1,250,000,000 $750,000,000
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 $200,000 in principal amount andthat no Note will be issued in a smaller principal amount. One or more of the underwriters may not be U.S.registered broker-dealers. All sales of securities in the United States will be made by or through U.S.-registeredbroker-dealers, which may include affiliates of one or more of the underwriters, in compliance with applicable
U.S. laws and regulations, including the rules of FINRA. 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.

SP-26

Commissions and Discounts
The representatives of the underwriters have advised us that the underwriters propose initially to offer eachseries of 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.
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 407,880
30,030679,681415,067
44,50020,272
100

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

$1,597,530

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 13, 2022, 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 on any date prior to the second business day before the date ofdelivery 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 time of any such trade to prevent a failed settlement.
Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult theiradvisors.
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,
SP-27

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 11 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 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 Alberta, British Columbia, Ontario and Québec or
to or for the benefit of a resident of these provinces pursuant to an exemption from the requirement to file aprospectus in such province in which such offer or sale is made, and only by a dealer duly registered under theapplicable securities laws of that province or by a dealer that is relying in that province on the “international
dealer” exemption provided by section 8.18 of National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations (NI 31-103). Furthermore, the Notes may only be offered orsold 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 Instrument 45-106 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 Alberta, British Columbia, Ontario and Québec that are both
“accredited investors” as defined in NI 45-106 and “permitted clients” as defined in NI 31-103, and (ii) through adealer that is either registered as an investment dealer or exempt market dealer in the relevant Canadianjurisdiction or that is relying on the “international dealer” exemption under section 8.18 of NI 31-103 in therelevant Canadian jurisdictions, and (2) it has complied and will comply with all applicable provisions ofCanadian securities laws with respect to any 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, dealers
SP-28

or 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).
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, 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 Distribution Directive where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
United Kingdom
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 U.K. For the
purposes of this provision, the expression “retail investor” means a person who is one (or more) of the following:(a) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms partof domestic law by virtue of the EUWA; or(b) a customer within the meaning of the provisions of the FSMA and any rules and regulations madeunder the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as
a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA.
Switzerland
The Notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the
Swiss Financial Services Act (the “FinSA”), except under an exemption from the prospectus requirements under
the FinSA, and no application has or will be made to admit the Notes to trading on any trading venue (i.e.,
exchange or multilateral trading facility) in Switzerland. Neither this document nor any other offering or
marketing material relating to the Notes constitutes a prospectus pursuant to the FinSA, and neither thisdocument nor any other offering or marketing material relating to the Notes may be distributed or otherwise
made available in Switzerland in a manner which would require the publication of a prospectus pursuant to the
FinSA.
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.
SP-29

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. 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 inconnection 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.
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 or securities-based derivatives contracts (each term as defined in Section 2(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, 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 37A of the Securities and Futures (Offers of Investments) (Shares andDebentures) Regulation 2018.
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 covering
SP-30

transactions 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
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 senior debt
securities and one may not develop.” in the accompanying prospectus.
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.
SP-31

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,” on
the back cover page of this prospectus supplement under “Prospectus Supplement,” and under “About This
Prospectus Supplement” herein, the reference to “MUFG” is to MUFG Securities Americas Inc. Elsewhere inthis 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 21.9% of the voting rights in Morgan Stanley based on the number of sharesof common stock of Morgan Stanley outstanding as of June 30, 2022 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%. In December 2020, this sales plan was
suspended upon notice by Morgan Stanley to us in accordance with the terms of the plan.
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.
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 Notes to any account over which they exercise discretionary authority without the priorwritten approval of the customer.

SP-32

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 any series of 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, 2022.
No Material 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 change in the prospects or financial
position of us and our subsidiaries taken as a whole since March 31, 2022.
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 any series of Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange
so require, notices to holders of the applicable series of 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-33

Legal Entity Identifier
The Legal Entity Identifier (LEI) code of MUFG is 353800V2V8PUY9TK3E06.
Responsibility
We accept responsibility for the information contained in this document and declare that the information
contained in this document is, to the best of our knowledge, in accordance with the facts and makes no omission
likely to affect its import.

SP-34

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, 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.

EXPERTSThe financial statements of MUFG as of March 31, 2022 and 2021, and for each of the three years in the
period ended March 31, 2022, incorporated by reference in this prospectus supplement, and the effectiveness of
MUFG’s 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 reports (1) express an unqualified
opinion on the financial statements and include an explanatory paragraph referring to “Change in Accounting
Principle” and (2) express an unqualified opinion on the effectiveness of internal control over financial
reporting). Such financial statements are incorporated by reference in reliance upon the reports of such firm
given their authority as experts in accounting and auditing. The address of Deloitte Touche Tohmatsu LLC is
Marunouchi Nijubashi Building, 3-2-3 Marunouchi, Chiyoda-ku, Tokyo 100-8360, Japan.
The financial statements of Morgan Stanley as of December 31, 2021 and 2020, and for each of the three
years in the period ended December 31, 2021, incorporated by reference in MUFG’s Annual Report on
Form 20-F which is incorporated by reference in this prospectus supplement, and the effectiveness of Morgan
Stanley’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their reports. Such financial statements are incorporated byreference in reliance upon the reports of such firm given their authority as experts in accounting and auditing.
The address of Deloitte & Touche LLP is 30 Rockefeller Plaza, New York, New York, 10112-0015, UnitedStates of America.

SP-35

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.
In a supplement to this prospectus, we will provide the specific terms of the securities we offer.
Such 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. Such prospectus
supplement may also supplement, update or amend information contained in this prospectus.
The securities that we offer under this prospectus and any prospectus supplement thereto may belisted on a securities exchange, which, where applicable, will be specified in the applicableprospectus supplement. You should read this prospectus and any prospectus supplement
carefully before you make a decision to invest.
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 as well as the risk factor disclosure in our annual
report on Form 20-F 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 of 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.

This prospectus and the applicable prospectus supplement may be used in the initial sale of the
securities. In addition, MUFG Securities Americas Inc. and other broker-dealer affiliates of
MUFG may use this prospectus and the applicable prospectus supplement in market-making
transactions involving the securities after the initial sale, including securities that were issued
prior to the date of this prospectus. Such transactions may be executed at negotiated prices thatare related to market prices at the time of purchase or sale, or at other prices. These affiliates
may act as principal or agent in such transactions. Unless you are informed otherwise in theconfirmation of sale, this prospectus and the applicable prospectus supplement are being used ina market-making transaction.
The date of this prospectus is August 7, 2020.

TABLE OF CONTENTS
Page
About This Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mitsubishi UFJ Financial Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain ERISA and Similar Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan of Distribution (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Where You Can Obtain More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Limitation on Enforcement of U.S. Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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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 headings “Where You Can
Obtain More Information” and “Incorporation of Documents by Reference” in this prospectus as well as any
prospectus supplement.
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” and the“Group” generally refer to Mitsubishi UFJ Financial Group, Inc. and its consolidated subsidiaries but, from time totime as the context requires, may refer to Mitsubishi UFJ Financial Group, Inc. as an individual legal entity.
References to the “Bank” and the “Trust Bank” are to MUFG Bank, Ltd. and Mitsubishi UFJ Trust andBanking Corporation, as single entities, respectively, as well as to MUFG Bank and Mitsubishi UFJ Trust andBanking and their respective consolidated subsidiaries, as the context requires. References to the “Securities HD”
and “MUMSS” are to Mitsubishi UFJ Securities Holdings Co., Ltd. and Mitsubishi UFJ Morgan Stanley
Securities Co. Ltd., as single entities, respectively, as well as to Mitsubishi UFJ Securities Holdings and
Mitsubishi UFJ Morgan Stanley Securities and their respective consolidated subsidiaries, as the context requires.
In this prospectus and any prospectus supplement, references to “yen” or “¥” are to Japanese yen, andreferences to “U.S. dollars,” “U.S. dollar,” “dollars,” “U.S.$” or “$” are to United States 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 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 in this prospectus or theapplicable prospectus supplement, where specified, is prepared 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 for purposes of Japanese banking regulatory reporting requirements, including ourregulatory capital reporting requirements, as well as for purposes of Japanese securities regulatory and Tokyo
Stock Exchange reporting requirements. The basis of our financial information prepared in accordance with U.S.
GAAP may be significantly different in certain respects from the basis of our financial information prepared inaccordance 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 ourmost recent annual report on Form 20-F, which is incorporated by reference in this prospectus or the applicableprospectus supplement. You should consult your own professional advisers, as necessary, for a more complete
understanding of the differences among U.S. GAAP, Japanese GAAP, International Financial ReportingStandards and any other generally accepted accounting principles applicable in your jurisdiction and how suchdifferences affect the financial information contained or incorporated by reference in this prospectus or theapplicable prospectus supplement.
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 include statements regarding our current intent, business plan, targets,belief or expectations or the current belief or current expectations of our management with respect to our resultsof operations and financial condition, including, among other matters, our problem loans and loan losses. 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 ofthese risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may varymaterially from those which are aimed, anticipated, believed, estimated, expected, intended or planned, orotherwise stated.
Our forward-looking statements are not guarantees of future performance and involve risks anduncertainties. Actual results may differ from those in the forward-looking statements as a result of various
factors. Important factors that could cause such differences include, without limitation,•

the interpretation and application of banking and other regulations, including whether and how thesenior debt securities will be qualified or treated under the Japanese total loss-absorbing capacity, or
TLAC, requirements and applicable resolution measures in Japan,•

deterioration in economic conditions in Japan and around the world,•

reduction in foreign currency funding liquidity,•

significant unexpected increases in credit costs,•

cyber-attacks and other information security threats,•

problems with the proper functioning and development of information, communications andtransaction management systems,•

failure to address regulatory or public concerns or to meet market or industry rules or standards,
customer protection requirements, or corporate behavior expectations,•external events, such as natural disasters, other health pandemics or epidemics, terrorism, and otherpolitical and social conflicts,•

reforms of London Interbank Offered Rate and other interest rate benchmarks,•

climate change and resulting physical damages and changes in the business environment,•competitive pressures resulting from regulatory and market changes,•

failure to implement our business expansion strategy as planned and to manage new or expanded risks
that entail such strategy,•

negative developments relating to our strategic alliance with Morgan Stanley,•

adverse changes in the business of our overseas subsidiaries,•

significant impairment losses on goodwill recognized in connection with our acquisitions,•failure to maintain our capital ratios and other regulatory ratios above minimum required levels,•

financial difficulties of other financial institutions that affect the overall banking environment and theirborrowers,•

fluctuations in interest rates, foreign currency exchange rates and stock prices,4•transactions with counterparties in countries designated by the U.S. Department of State as state
sponsors of terrorism,•

changes in laws, regulations, rules, policies, accounting standards or methods, voluntary codes ofpractices, and interpretations,•changes in the business and regulatory environment for consumer finance companies,•

damage to our reputation resulting from our failure to prevent or properly address negative perceptions
held by customers, investors, regulators and the general public regarding us and our operations, and•other risks and uncertainties discussed in our most recent annual report on Form 20-F or in an
applicable prospectus supplement.

Given these and other risks and uncertainties, you are cautioned not to place undue reliance on forwardlooking statements, which speak only as of the date of the prospectus. We are under no obligation, and disclaim
any obligation, to update or alter our forward-looking statements, whether as a result of new information, future
events or otherwise, unless required by law.

5

RISK FACTORSYou should carefully consider the risks described below and in “Item 3.D. Risk Factors” in our most recent
annual report on Form 20-F and similar disclosure in subsequent reports as well as all the other information
contained or incorporated 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 the Senior Debt Securities
The senior debt securities will be structurally subordinated to the liabilities of MUFG’s subsidiaries, including
the Bank, the Trust Bank, the Securities HD and MUMSS.
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, including loss absorption requirements, applicableto the subsidiary or affiliate. Furthermore, if a subsidiary becomes subject to insolvency or liquidation
proceedings, MUFG’s right to participate in the subsidiary’s assets will be subject to the prior claims of thecreditors and any preference shareholders of the subsidiary, except where MUFG is a creditor or preference
shareholder with claims that are recognized to be ranked ahead of, or pari passu with, such claims. As a result,
you may not recover in full your investment in the senior debt securities even though other investors in or
creditors of our subsidiaries may recover their investments in full.
MUFG’s loans to, or investments in capital instruments issued by, its subsidiaries to be made with the net
proceeds from the sale of the senior debt securities may contain contractual mechanisms that, upon theoccurrence 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 equity ofsuch loans or investments, or other changes in the legal or regulatory form or the ranking of the claims MUFG
6

has against the subsidiaries. For example, to ensure that each of its material subsidiaries in Japan deemedsystemically important by the FSA maintains the minimum level of Internal TLAC (as defined below) required
pursuant to the Internal TLAC requirements in Japan, MUFG plans to extend to such subsidiaries, using the net
proceeds from the sale of the senior debt securities and other debt instruments, subordinated loans that are
intended to qualify as Internal TLAC instruments pursuant to the Internal TLAC requirements in Japan, including
those relating to contractual loss absorption provisions, or Contractual Loss Absorption Provisions, that willdischarge or extinguish the loans or convert them into ordinary shares of the subsidiaries if the FSA determinesthat the relevant subsidiaries are non-viable due to material deterioration in their financial condition. Any suchcontractual mechanism, if triggered, could adversely affect MUFG’s ability to obtain repayment of such loans
and investments and to meet its obligations under the senior debt securities as well as the value of the senior 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, ensures thecontinuity 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.
The FSA published an explanatory paper outlining its approach for the introduction of the TLAC framework
in Japan in April 2016 and released revisions to the paper in April 2018, collectively the FSA TLAC Approach.
In March 2019, the FSA published regulatory notices and related materials to implement the TLAC requirements
in Japan. The TLAC standard set forth in these FSA documents, or the Japanese TLAC Standard, which became
applicable to G-SIBs in Japan on March 31, 2019, and the FSB’s TLAC standard require entities designated as
Domestic Resolution Entities for Covered SIBs (as defined below) to meet certain minimum External TLAC
requirements and to cause any of their material subsidiaries in Japan deemed systemically important by the FSA
or their foreign subsidiaries subject to TLAC or similar requirements in the relevant jurisdictions to maintaincertain minimum level of capital and debt having internal total loss-absorbing and recapitalization capacity, orInternal TLAC.
The FSA has designated as Domestic Resolution Entities the ultimate holding companies in Japan forJapanese G-SIBs or for a domestic systemically important bank, or D-SIB, deemed to be in particular need for across-border resolution arrangement and of particular systemic significance to the Japanese financial system if it
fails (such G-SIBs and D-SIB, collectively, “Covered SIBs”). In the Japanese TLAC Standard, the FSA has
designated MUFG as the Domestic Resolution Entity for our Group, making MUFG subject to the External
TLAC requirements in Japan, and also designated the Bank, the Trust Bank and MUMSS as our material
subsidiaries in Japan, which are subject to the Internal TLAC requirements in Japan.
The Japanese TLAC Standard does not require that, in order for unsecured senior debt issued by theDomestic Resolution Entity for a G-SIB in Japan to qualify as External TLAC debt, such debt be subject to any
contractual write-down, write-off or conversion provisions or to any subordination provisions so long as its
creditors are recognized as structurally subordinated to the creditors of its subsidiaries and affiliates by the FSA
on the ground that the amount of excluded liabilities of such Domestic Resolution Entity ranking pari passu with,or junior to, its unsecured senior liabilities does not exceed, in principle, 5% of the aggregate amount of its
External TLAC. In contrast, under the Japanese TLAC Standard, Internal TLAC debt incurred by a material
subsidiary of a G-SIB in Japan is required to be subject to Contractual Loss Absorption Provisions and to besubordinated to such subsidiary’s excluded liabilities. The senior debt securities are intended to qualify as
External TLAC debt under the Japanese TLAC Standard due in part to their structural subordination.
7

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 (Act No. 34 of 1971, as amended; the“Deposit Insurance Act”) 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 aresolvent on a balance sheet basis to prevent their failure and (ii) orderly resolution measures for financial
institutions that have failed or are deemed likely to fail. The framework applies to banks and certain otherfinancial institutions as well as financial holding companies, such as MUFG. In the Japanese TLAC Standard andthe FSA TLAC Approach, the FSA expressed its view that single point of entry, or SPE, resolution, in which asingle national resolution authority applies its resolution tools to the ultimate holding company in Japan of afinancial group, would be the preferred strategy for resolution of Covered SIBs in Japan. However, it is uncertain
which measure is to be taken in a given case, including whether or not the SPE resolution strategy will actually
be elected and implemented in a given case, and orderly resolution measures may be applied without
implementing the measures described in (i) above. Under a possible model of resolution of a Japanese G-SIB
based on the SPE resolution strategy as described in the Japanese TLAC Standard, if the FSA determines that amaterial subsidiary in Japan of a financial institution that is a Japanese G-SIB is non-viable due to material
deterioration in its financial condition and issues an order concerning restoration of financial soundness,
including recapitalization and restoration of liquidity of such material subsidiary, to the Domestic Resolution
Entity for the financial institution under Article 52-33, Paragraph 1 of the Banking Act of Japan (Act No. 59 of
1981), the material subsidiary’s Internal TLAC instruments will be written off or, if applicable, converted into
equity in accordance with the applicable Contractual Loss Absorption Provisions of such Internal TLAC
instruments. Following the write-off or conversion of Internal TLAC instruments, if the Prime Minister
recognizes that the financial institution’s liabilities exceed, or are likely to exceed, its assets, or that it hassuspended, or is likely to suspend, payments on its obligations, as a result of the financial institution’s loans to, or
other investment in, the material subsidiary becoming subject to loss absorption or otherwise, and further
recognizes that the failure of such financial institution is likely to cause a significant disruption to the Japanesefinancial market or system, the Prime 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. Any such confirmation by the Prime Minister also triggers the point of
non-viability clauses of Additional Tier 1 and Tier 2 instruments issued by the financial institution, causing such
instruments to be written off or, if applicable, converted into equity.
Under current Japanese laws and regulations, upon the application of Specified Item 2 Measures, a financial
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 our material subsidiaries based on the Japanese TLAC Standard. The
Prime Minister may prohibit creditors of the financial institution from attaching any of our assets and claims
which are to be transferred to a bridge financial institution or another financial institution pursuant to
Article 126-16 of the Deposit Insurance Act. In a similar manner, the senior debt securities will limit the abilityof 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 of liabilities 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 and other relevant laws.

8Under current Japanese laws and regulations, if MUFG becomes subject to Specified Item 2 Measures, theapplication 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. Based on the Japanese
TLAC Standard, it is currently expected that the 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 tocourt-administered insolvency proceedings. On the other hand, in an orderly resolution process, the shares of
MUFG’s subsidiaries may be transferred to a bridge financial institution or other transferee, and MUFG would
only be entitled to receive consideration representing the fair value of such shares, which could be significantly
less than the book value of such shares. With respect to such transfer, holders of the senior debt securities will bedeemed to have acknowledged, accepted, consented and agreed that the indenture, dated March 1, 2016, as
amended from time to time, under which the senior debt securities will be issued, or the Indenture, will not limit
any sales, assignments, transfers or conveyances of business made with the permission of a Japanese court inaccordance with Article 126-13 of the Deposit Insurance Act (or any successor provision thereto), including any
such sales, assignments, transfers or conveyances made pursuant to the authority of the Deposit Insurance
Corporation to represent and manage and dispose of the Company’s assets under Article 126-5 of the Deposit
Insurance Act (or any successor provision thereto) 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 thesenior debt securities. Moreover, the senior debt securities will not be insured or guaranteed by the FDIC, theDeposit Insurance Corporation or any other government agency or insurer. Accordingly, the holders of the seniordebt securities may lose all or a portion of their investments in the senior debt securities in court-administeredinsolvency proceedings.
Our foreign subsidiaries may also be subject to TLAC or similar requirements under the applicable local
resolution regime. For example, under applicable U.S. requirements, MUFG Americas Holdings Corporation, amaterial subsidiary in the United States, is required to maintain a minimum amount of eligible long-term debt
issued to a non-U.S. parent entity that, at or near the point of resolution, could be cancelled or converted to equity
in order for such entity to absorb losses of and recapitalize its U.S. operations. Such cancellation or conversion, if
executed, can affect our ability to repay our debt obligations, including the senior debt securities.
The circumstances surrounding or triggering orderly resolution are unpredictable, and the Japanese TLAC
Standard is subject to change.
The application of orderly resolution under the Deposit Insurance Act is inherently unpredictable anddepends on a number of factors that may be beyond 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. Under the Japanese TLAC Standard, it is possible that Specified Item 2 Measures may be
applied to MUFG as a result of, among other things, absorption of losses by MUFG on its loans to or investmentsin, or any other Internal TLAC of, any of its material subsidiaries in Japan that are designated as systemicallyimportant by the FSA or any of its foreign subsidiaries that are subject to TLAC or similar requirements in therelevant jurisdiction pursuant to the terms of such loans, investments or other Internal TLAC or in accordancewith applicable Japanese or foreign laws or regulations then in effect. However, under the Japanese TLAC
Standard, the actual measures to be taken will be determined by the relevant authorities on a case-by-case basis,
and, as a result, 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.
9In addition, there has been no implementation of the orderly resolution measures in Japan 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 in Japan 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 indetermining 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
in connection 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 theirstructural subordination, there is no assurance that the senior debt securities will qualify as such, and we may
have difficulty meeting the TLAC requirements and may become subject to adverse regulatory action. The FSB’s
TLAC standard requires each G-SIB to issue and maintain TLAC debt in an amount not less than 16% of its riskweighted assets and 6% of the applicable Basel III leverage ratio denominator on or after January 1, 2019, andnot less than 18% of its risk-weighted assets and 6.75% of the applicable Basel III leverage ratio denominator on
or after January 1, 2022. The Japanese TLAC Standard requires each Japanese G-SIB to issue and maintain
External TLAC debt in an amount not less than 16% of our risk-weighted assets and 6% of the applicableBasel III leverage ratio denominator on and after March 31, 2019, and not less than 18% of its risk-weighted
assets and 6.75% of the applicable Basel III leverage ratio denominator on and after March 31, 2022. The
Japanese TLAC Standard is subject to change, and any such change may require us to modify the terms of debt
securities MUFG issues 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 prospectus and any
accompanying prospectus supplement.

10

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 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 seniordebt securities. The senior debt securities will be unsecured and unsubordinated obligations of MUFG, and if
there is a default under our secured indebtedness or other unsecured unsubordinated indebtedness, our assets may
not be sufficient to pay amounts due on any of the senior 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 Luxembourg Stock Exchange’s Euro MTF Market or another securities
exchange which, where applicable, will be specified in the applicable prospectus supplement, a trading market
may never develop. Even if a market does develop, it may not be liquid and may not continue for the term of thesenior debt securities. Although underwriters may make a market in the senior debt securities after the relevant
offering is completed, the 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 theprice 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. Revisions to ratings
methodologies and actions on our ratings or ratings of our subsidiaries, including but not limited to the Bank andthe Trust Bank, by the credit rating agencies may occur in the future, which may result in downgrading of ourcredit ratings.
11

If we determine to no longer maintain one or more credit 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.
FATCA withholding may become applicable to certain payments on the senior debt securities.
Certain payments made on the senior debt securities to a foreign financial institution or non-financial foreign
entity, including such an institution or entity acting as an intermediary, may become subject to a U.S. withholding
tax of 30% under provisions of the U.S. Internal Revenue Code of 1986, as amended, and U.S. Treasury
Department regulations thereunder, commonly referred to as FATCA. This U.S. withholding tax may apply in the
future to certain payments of interest on the senior debt securities, unless the foreign financial institution or nonfinancial foreign entity complies with certain information reporting, withholding, identification, certification andrelated requirements imposed by FATCA or any applicable intergovernment agreement or pursuant to an agreementwith the U.S. Treasury Department. Depending upon the status of a holder and the status of an intermediary throughwhich any senior debt securities are held, the holder could be subject to this 30% U.S. withholding tax in respect of
any interest paid on the senior debt securities. If any amount of withholding is required from payments on the seniordebt securities under FATCA or any applicable intergovernmental agreement, no additional amounts will bepayable by us and withheld amounts will be treated as paid for all purposes under the senior debt securities.
Prospective investors should refer to the section “Taxation—U.S. Taxation—Potential FATCA Withholding in the
Future” and consult their tax advisers regarding the consequences of FATCA, or any applicable intergovernmental
agreement or relevant local legislation implementing FATCA, to their investments in the senior debt securities.

12

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. 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 ourhistory and business, see “Item 4. Information on the Company” in our most recent annual report on Form 20-F.

13

USE OF PROCEEDSThe net proceeds from our sale of the senior debt securities and the use of such proceeds will be described in
an applicable prospectus supplement or free writing prospectus.

14

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. We may also prepare free writingprospectuses that describe particular series of senior debt securities. For purposes of this prospectus, anyreference to an applicable prospectus supplement may also refer to an applicable free writing prospectus, unlessthe context otherwise requires.
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, or the Trust Indenture Act, under which the Indenture is qualified. The terms of the senior debt
securities will include those expressly set forth in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act. The following description is subject to, and is qualified in its entirety by reference to,
the Indenture, including the definitions contained in the Indenture of certain terms of the senior debt securities,
forms of which have been filed as exhibits to the registration statement of which this prospectus is part, or will be
filed, or may be further modified by any form that may be filed, as exhibits to a current report on Form 6-K inconnection with an offering of the relevant series of senior debt securities.
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 the Bank, the Trust Bank, the Securities HD and MUMSS.”
The senior debt securities will be repaid at maturity at a price of 100% of the principal amount thereof. The
Indenture provides 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 as described in the applicable prospectus supplement or free writing prospectuswith respect to the relevant series of floating rate senior debt securities.

15

Fixed Rate Interest
Each series of fixed rate senior debt securities will bear interest at the fixed rate set forth on the cover pageof the applicable prospectus supplement or free writing prospectus relating to the relevant series of fixed ratesenior debt securities, payable semi-annually in arrears as described under the caption “Summary” in theapplicable prospectus supplement or in the applicable free writing prospectus with respect 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 ofpayment of interest, redemption or stated maturity of such fixed rate senior 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 andeffect as if made on such date of payment of interest, redemption or stated maturity, provided that no interest
shall accrue for the period from and after such date of payment of interest, redemption or stated maturity. Intereston such fixed rate senior debt securities will be computed on the basis of a 360-day year consisting of twelve
30-day months and rounding the resulting figure to the nearest cent (half a cent being rounded upward).
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 FSA (if such confirmation isrequired 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 more than 60 days’ prior notice, at a redemption
price equal to 100% of the principal amount of the relevant series of senior debt securities then outstanding (plusaccrued and unpaid interest to (but excluding) the date fixed for redemption and “additional amounts” (asdescribed below), if any), if the Company determines and certifies to the trustee prior to giving notice ofredemption that, as a result of any change in, or amendment to, the laws (or any regulations or rulings
promulgated thereunder) of Japan (or any political subdivision or taxing authority of Japan) affecting taxation, or
any change in the official position regarding the application or interpretation of such laws, regulations or rulings(including a holding, judgment, or order by a court of competent jurisdiction), which change, amendment,
application or interpretation becomes effective on or after the date of the applicable prospectus supplement, theCompany is, or on the next interest payment date would be, required to pay any additional amounts in respect ofJapanese taxes which cannot be avoided by measures reasonably available to the Company; provided that, nosuch 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 in respect of the relevant series ofsenior debt securities were then due. Additional amounts are payable by the Company under the circumstances
described below under “—Payment of Additional Amounts.” Prior to the mailing of any notice of redemption ofa series of senior debt securities pursuant to the foregoing, the Indenture requires that the Company deliver to thetrustee a certificate signed by a responsible officer of the Company stating that the conditions precedent 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 the circumstances referred to above exist. The
trustee shall accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions
precedent described above, in which event it shall be conclusive and binding on 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 or16

governmental 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
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.
17

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
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 senior debt securities) shall be required to reimburse the Company, inJapanese 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.
18

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 is defined under the Indenture as any one or more of the following events, subject tomodification 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 theCompany 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.
19

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 provides that, unless otherwise set forth in a supplemental indenture, if any event of default
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 the trustee if givenby the securityholders), may declare the entire principal of and interest accrued thereon to be due and 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.
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 provides that the trustee shall not be liable with respect to any action taken or omitted to betaken by it in good faith in accordance with the direction of the securityholders relating to the time, method andplace 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 contains a provision entitling the trustee to be indemnified
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 of20

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 the trustee, or
exercising any trust or power conferred on the trustee.
Limitation on Suits by You as an Individual Securityholder
The Indenture provides 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
forth in Article 126-2, Paragraph 1, Item 2 of 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 senior debt securities held by any holder as result of our or its purchase or offer to purchasesenior debt securities held by any other holder in the open market or otherwise. Senior debt securities sopurchased 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 senior debt securities will agree, by the acceptance of any interest in a senior 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, theCompany Law or any other similar applicable law of Japan, and so long as such proceedings shall havecontinued, 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 suchdecree 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 thesenior debt securities shall not be entitled to exercise any right to set off any of the Company’s liabilities under
the senior debt securities against any liabilities of the relevant holder owed to the Company.
21

Covenants
Consolidation, Merger, Sale or Conveyance. The Indenture contains provisions permitting the Company,
without the consent of the holders of the senior 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 senior 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 does 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), including any such sales, assignments, transfers or conveyances made pursuant tothe authority of the Deposit Insurance Corporation to represent and manage and dispose of the Company’s assets
under Article 126-5 of the Deposit Insurance Act (or any successor provision thereto) with the permission of aJapanese 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 the Company hassuspended, or are likely to suspend, payment of its obligations.
Evidence of the Company’s Compliance. There are 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.
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 senior 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.
22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.
The Indenture provides that upon the occurrence of an event of default, the trustee will exercise the rights
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 senior debt securities forthe 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 itin exercising any such rights, trusts or powers.
The Indenture and the Trust Indenture Act contain 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 such conflict orresign.
We and our subsidiaries and affiliates may maintain ordinary banking relationships and custodial facilities
with any trustee or its affiliates.
23

Successor Trustee
The Indenture provides 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 requires thatany successor trustee shall be a corporation with a combined capital and surplus of not less than
U.S.$50,000,000. The Indenture and the Trust Indenture Act require that any successor trustee shall be a
corporation, association, company or business trust organized and doing business under the laws of the UnitedStates 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 is qualified andeligible under the Indenture and the applicable provisions of the Trust Indenture Act.
Repayment of Funds
The Indenture provides that all monies paid by the Company to the trustee or paying agent for a particularseries of senior debt securities for payment of principal or interest on any senior debt security which remains
unclaimed at the end of two years after such payment shall become due and payable will be repaid to theCompany and all liability of the trustee or paying agent with respect thereto will cease, and to the extent
permitted by law, the holder of such senior debt security shall thereafter look only to the Company for any
payment which such holder may be entitled to collect.
New York Law to Govern
The Indenture is, and the senior debt securities will be, governed by and construed in accordance with thelaws of the State of New York.
Consent to Service of Process and Submission to Jurisdiction
Under the Indenture, the Company irrevocably designates 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.
Senior Debt Securities Denominated in Foreign Currencies
Whenever the Indenture provides for an action by, or the determination of, any of the rights of, or any
distribution to, holders of senior debt securities, in the absence of any provision to the contrary, any amount inrespect of any senior debt security denominated in a currency or currency unit other than U.S. dollars may betreated for purposes of taking any such action or distribution as the amount of U.S. dollars that could reasonably
be exchanged 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 and24become 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 U.S. Securities Exchange Act of1934, as amended, or the U.S. Exchange Act. DTC holds securities for its participants and facilitates theclearance and settlement of securities transactions between participants through electronic book-entry changes inaccounts of its participants, thereby eliminating the need for physical movement of securities certificates. Direct
participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain otherorganizations. Indirect access to the DTC system is available 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
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 of25

interests 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 actual
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
26

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.
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 usual27

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 within 90 days, or if there shall have occurred and be continuing an acceleration eventwith respect to the senior debt securities, the Company will issue senior debt securities in certificated 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 (in accordancewith 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 of suchcertificated 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.
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 240 Greenwich 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.
28

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.
Trustee, Paying Agent, Registrar and Calculation Agent
The Bank of New York Mellon, a banking corporation organized and existing under the laws of the State of
New York with limited liability, 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 240 Greenwich Street, New York, NY 10286, United States of America.
Authenticating AgentThe Indenture permits the trustee to appoint an authenticating agent or agents with respect to the senior debt
securities issued under such indenture. Such authenticating agent will be authorized to act on behalf of the trustee toauthenticate the senior debt securities, and senior debt securities authenticated by such authenticating agent will beentitled 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.

29

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 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, AN INVESTOR 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 the benefit of, any
30

person other than a beneficial owner that is, (i) for Japanese tax purposes, neither (x) an individual resident ofJapan or a Japanese corporation, nor (y) an individual non-resident of Japan or a non-Japanese corporation that ineither 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.
Interest and Redemption Gain or Redemption Loss 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 or the redemption loss, meaning any positive or negative
difference between the acquisition price of the interest-bearing senior debt securities of the holder and theamount which the holder receives upon redemption of such interest-bearing senior debt securities (the“Redemption Gain” or the “Redemption Loss”, as the case may be), 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 for 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 certain
requirements are complied with, inter alia:(i)

if the relevant senior debt securities are held through a participant in an international clearingorganization such as DTC or a financial intermediary prescribed by the Special Taxation Measures
Act and the relevant 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 senior debt securities, certain information prescribedby the Act to enable the Participant to establish that the recipient is exempt from the requirement
for Japanese tax to be withheld or deducted (the “Interest Recipient Information”), and advise theParticipant if such individual 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 (asdefined 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 mannerbased upon the Interest Recipient Information communicated through the Participant and therelevant international clearing organization; and31

(ii) if the relevant senior debt securities are not held by a Participant, the requirement that such
recipient submit to the relevant 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 soreceived 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.
(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 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 interest will not be subject to a
15.315% withholding tax by the Company, if the requirements concerning the Interest Recipient
Information and the Interest Recipient Confirmation or the Written Application for Tax Exemption as
set out in paragraph 1.1(1) above are complied with. Failure to do so will result in the withholding by
the Company 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 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 than 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 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, Canada,
Finland, France, Hong Kong, Ireland, Italy, Luxembourg, the Netherlands, New Zealand, Norway,
Portugal, Singapore, Spain and Switzerland. Under the tax treaties between Japan and Austria,
Belgium, Denmark, Germany, Sweden, the United Kingdom or the United States, interest paid toqualified Austrian, Belgian, Danish, German, Swedish, United Kingdom or United States residents isgenerally exempt from Japanese withholding tax (for Belgium, only for a Belgian enterprise). Japan
has also signed amendments to the existing tax treaty with Spain generally exempting interest fromJapanese withholding tax; however, this amending protocol has not yet entered into force. Under thecurrent income tax treaties between Japan and France, Australia, the Netherlands, New Zealand or
Switzerland, certain limited categories of qualified French, Australian, Dutch, New Zealand or Swiss
residents receiving interest on the senior debt securities may, subject to compliance with certain
procedural requirements under Japanese law, be fully exempt from Japanese withholding tax forinterest on the senior debt securities (provided that no exemption will apply to pension funds in thecase of Australia and New Zealand). In order to avail themselves of such reduced rate of, or exemption
from, Japanese withholding tax under any applicable income tax treaty, individual non-residents of32

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 fromJapanese 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 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- Japanese
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 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 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. If there is any Redemption Loss, such Redemption Loss may betaken into account in computing the net taxable income, if any, for purposes of regular income tax or
corporate tax, as appropriate, of the recipient.

33

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 (as defined below) which complies with therequirement for tax exemption under Article 6, Paragraph 9 of the Special Taxation Measures Act or (ii) a Public
Corporation (as defined below) or a Specified 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 of the Special 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 regular income tax or corporate tax consequences otherwise than by way of
withholding, including the treatment of the Redemption Loss, bearing in mind, especially for individual residents
of Japan, the change to the taxation regime of senior debt securities 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 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 tax exemption status, the recipient ofinterest falling within this category should inform the Company through a paying agent of its status in atimely manner. Failure to so notify the Company 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 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 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 senior debt securities not through a Japanese Payment Handling
Agent and the requirements 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.
34

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 senior debt securities. Except as provided in “—Potential FATCA Withholding in the Future”
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 Government of the United States of America and the Government of Japan for
the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income, or the
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 notrequested, 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 or challenge any of the conclusions we have reached anddescribe 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, persons that are
required to report income no later than when such income is reported in an “applicable financial statement” andholders liable for alternative 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 attheir issue price and without original issue discount (other than de minimis original issue discount). Thissummary assumes that investors will hold our senior debt securities as capital assets within the meaning ofSection 1221 of the Code. The applicable prospectus supplement may address additional U.S. federal income tax
consequences related to a particular 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;
35•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 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.
Notwithstanding the fact that the senior debt securities are structurally subordinated to the liabilities of
MUFG’s subsidiaries and the possibility that the senior debt securities may become subject to loss absorption as
described above, except to the extent otherwise discussed in any applicable prospectus supplement, we intend to
take the position (to the extent that we are required to take a position) that the senior debt securities will betreated as indebtedness for U.S. federal income tax purposes, and the balance of this summary assumes that thesenior debt securities will be treated as indebtedness for U.S. federal income tax purposes.
Certain Additional Amounts. As described above under “Description of Senior Debt Securities—Payment of
Additional Amounts,” we may be obligated to pay amounts in excess of the stated interest or principal on thesenior debt securities in certain circumstances. These potential payments may implicate the provisions ofTreasury Regulations relating to “contingent payment debt instruments.” According to the applicable Treasury
Regulations, certain contingencies will not cause a debt instrument to be treated as a contingent payment debt
instrument if such contingencies, as of the date of issuance, are remote or incidental. We intend to take theposition that the payment of additional amounts is remote, and do not intend to treat the senior debt securities as
contingent payment debt instruments. Our position that such contingency is remote is binding on a holder of thesenior debt securities 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 senior debt securities, and to treat as ordinary interest income any gain realized on 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 general, interest on a floating rate note is36

treated as QSI if (1) the issue price of the floating rate note does not exceed the original stated principal amountby 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 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) at least
annually. We expect interest on each of our senior debt securities to be unconditionally payable in cash at least
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 tax
withheld from QSI payments (and any additional amounts paid in respect thereof) notwithstanding that suchwithheld tax is not in fact received by such U.S. holder. With respect to any tax withheld under Japanese law, aU.S. holder may be entitled to deduct or credit tax withheld, 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 aparticular year. However, any Japanese withholding taxes will not be eligible for a foreign tax credit to the extent
that the taxes are refundable under Japanese law or the Tax Convention or could have been eliminated byproviding the Interest Recipient Information or Written Application for Tax Exemption (as described above in“—Japanese Taxation”). As discussed above in “—Japanese Taxation,” interest paid to qualified residents isgenerally exempt from Japanese withholding tax under the Tax Convention; therefore, a U.S. holder that iseligible for the benefits of the Tax Convention generally will not be entitled to a foreign tax credit for any
Japanese tax withheld from interest payments on our senior debt securities. For foreign tax credit limitation
purposes, QSI, including Japanese taxes withheld therefrom, if any, and additional amounts paid on our seniordebt securities, will be income from sources outside the United States and will, with certain limitations, betreated 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 toconsult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.
Pre-Issuance Accrued Interest. Generally in the case of re-openings of previously-issued notes, a portion of
the amount paid for senior debt securities may be allocable to interest that accrued prior to the date the seniordebt securities are purchased (“pre-issuance accrued interest”). In that case, we intend to take the position that, on
the first interest payment date for such senior debt securities, a portion of the total interest received will betreated as a return of such pre-issuance accrued interest and not as a payment of interest on such senior debt
securities. 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 theproper tax treatment of pre-issuance accrued interest.
Amortizable Bond Premium. If a U.S. holder acquires senior debt securities for an amount that is greaterthan the stated principal amount of the senior debt securities (excluding amounts attributable to pre-issuanceaccrued interest, if any, as described above), 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 senior debt securities using a constant yield method and to apply this amortized bond premium to offset
income from interest payments at the time such interest is includible in income under the holder’s regular methodof U.S. federal income tax accounting. A holder that elects to amortize bond premium will be required to reduce
its adjusted tax basis in the senior debt securities by the amount of the premium used to offset interest income.
This election to amortize bond premium will apply to all debt instruments (other than debt instruments theinterest on which is excludable from gross income) held at the beginning of the first taxable year to which theelection applies or which are acquired thereafter, and is irrevocable without the consent of the IRS. If a37

U.S. holder does not elect to amortize bond premium, the amount of the premium will represent a portion of suchholder’s basis in the senior debt securities and will therefore decrease the gain or increase the loss that would
otherwise be recognized on the disposition of such senior debt securities. U.S. holders acquiring senior debt
securities for an amount greater than the stated principal amount of the senior debt securities (excluding amounts
attributable to pre-issuance accrued interest, if any, as described above) are urged to consult their tax advisorsconcerning 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 senior debt security
will, in general, be such holder’s cost for that senior debt security (excluding amounts attributable to pre-issuanceaccrued interest, if any, as described above), reduced by any amortized bond premium. A U.S. holder will
generally recognize capital gain or loss on the sale, exchange, retirement or other taxable disposition of oursenior 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(except in the case of pre-issuance accrued interest, if any, as described above) will be taxed as ordinary 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 to limitations. For purposesof 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 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 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 (orappropriate substitute form) certifying that the U.S. holder is not subject to backup withholding andotherwise complies with applicable requirements of the backup withholding rules.

Backup withholding is not an additional tax. Any amount 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.

38

Potential FATCA Withholding in the Future. To prevent U.S. tax evasion by U.S. taxpayers, Sections 1471
through 1474 of the Code and U.S. Treasury Regulations thereunder, or “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,possibly in the future, “foreign passthru payments.” Because we are treated as a foreign financial institution for
purposes of FATCA, such withholding may be imposed in the future 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 through which 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.
The term “foreign passthru payment” is not currently defined in U.S. Treasury Regulations. Under currently
proposed regulations, withholding on foreign passthru payments will not be required with respect to payments
made before the date that is two years after the date of publication of final U.S. Treasury Regulations defining
the term “foreign passthru payments.” In any event, no such withholding will apply to any payments made on
debt obligations that are issued before (and not materially modified after) the date that is six months after the dateon which final U.S. Treasury Regulations defining the term “foreign passthru payments” are published. In
addition, the United States has entered into intergovernmental agreements, or IGAs, with certain non-UnitedStates 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 senior debt 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 and withheld amount.
Holders of senior debt securities are urged to 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.

39

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) that 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 (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”
with respect to an investment in the senior debt securities and the fact that in the future there may be no market inwhich 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 (the “Code”),
prohibit certain transactions involving the assets of an ERISA Plan (as well as those plans that are not subject to
ERISA but that are subject to Section 4975 of the Code, such as individual retirement accounts (together withERISA 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 the transaction.
A party in interest or disqualified person who engages in a prohibited transaction may be subject to excise taxes
and other penalties and liabilities under ERISA and/or Section 4975 of the Code. In addition, a fiduciary of thePlan who engaged in such non-exempt prohibited transaction may be subject to penalties and liabilities 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, theunderwriters, 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 Code may apply,
however, depending in part on the type of Plan fiduciary making the decision to acquire a senior 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 to investments byinsurance company general accounts), and PTCE 96-23 (relating to transactions effected by in-house 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 personwith respect to a Plan investing in the senior debt securities for adequate consideration, provided that such person(i) is not the fiduciary with respect to the Plan’s assets used to acquire the senior debt securities or an affiliate ofsuch fiduciary and (ii) such person is a party in interest or disqualified person solely by reason of (x) being aservice 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. Each of the above noted exemptions contains conditions and limitations on its
application. It should also be noted that even if the conditions specified in one or more of these exemptions aremet, the scope of relief provided by these exemptions may not necessarily cover all acts that might be construed
as prohibited transactions. Therefore, fiduciaries of Plans considering acquiring and/or holding the senior debt
securities in reliance on these or any other exemption should carefully review the exemption and consult with its
counsel to confirm that it applies. There can be no assurance that any of these exemptions or any otheradministrative or statutory exemption will be available with respect to any particular transaction involving thesenior debt securities.
40

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 transactions
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, asimilar violation under any applicable Similar Law). Any purported transfer of such senior debt security, or any
interest therein to a purchaser or transferee that does not comply with the requirements specified in the applicable
documents, will be of no force or effect and shall be null and void ab initio.
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 or any governmental, church, non-U.S. or other 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 apply to the purchase and holding of thesenior 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. Neither
this discussion nor anything in this prospectus is or is intended to be investment advice directed at any potential
purchaser that is a Plan or a governmental, church, non-U.S. or other plan, or at such purchasers generally, andsuch purchasers and holders of any senior debt security should consult and rely on their counsel and advisors as
to whether an investment in the senior debt securities is suitable and consistent with ERISA, Section 4975 of theCode or any Similar Laws, as applicable.

41

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

to or through underwriting syndicates represented by managing underwriters;•

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

through 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
underwriters, dealers or agents;•

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.
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.
42•

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.
If dealers are utilized in the sale of senior debt securities offered by this prospectus, we will sell the seniordebt securities to the dealers as principals. The dealers may then resell the senior debt securities to the public at
varying prices to be determined by the dealers at the time of resale. The names of the dealers and the terms of thetransaction will be set forth in the prospectus supplement relating to that transaction.
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.
We may authorize underwriters, dealers or agents to solicit offers by institutions to purchase from us thesenior debt securities at the public offering price stated in the prospectus supplement under delayed delivery
contracts providing for payment and delivery on a specified date in the future. If we sell senior debt securities
under these delayed delivery contracts, the prospectus supplement will state that as well as the conditions towhich these delayed delivery contracts will be subject and the commissions payable for that solicitation.
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, MUFG Securities Americas Inc., or any other broker-dealer for which a
conflict of interest exists within the meaning of Rule 5121 of the Financial Industry Regulatory Authority’s rules
or any successor provisions, or Rule 5121, participates in the distribution of our senior debt securities, we willconduct the offering in accordance with the applicable requirements of Rule 5121.
Market-Making Transactions by Affiliates
MUFG Securities Americas Inc. or our other affiliates may use this prospectus and the applicable prospectus
supplement in market-making transactions involving the securities after the initial sale. These transactions may
43be executed at negotiated prices that are related to market prices at the time of purchase or sale, or at other prices.
These affiliates may act as principal or agent in these transactions. These affiliates are not obligated to make amarket in any of the securities and may discontinue any market-making activities at any time without notice.
The securities to be sold in market-making transactions include securities to be issued after the date of thisprospectus as well as securities issued prior to the date of this prospectus.
Information on the trade and settlement dates, as well as the purchase price, for a market-making transaction
will be provided to the purchaser in a separate confirmation of sale. Unless you are informed otherwise in theconfirmation of sale, this prospectus is being used in a market-making transaction.

44

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, 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.
EXPERTSThe financial statements of MUFG incorporated in this prospectus by reference from MUFG’s Annual
Report on Form 20-F for the year ended March 31, 2020, and the effectiveness of MUFG’s 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 (which reports (1) express
an unqualified opinion on the financial statements and include an explanatory paragraph referring to “Change in
Accounting Principle” and (2) express an unqualified opinion on the effectiveness of internal control overfinancial reporting). Such financial statements have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing. The address of Deloitte Touche Tohmatsu
LLC is Marunouchi Nijubashi Building, 3-2-3 Marunouchi, Chiyoda-ku, Tokyo 100-8360, Japan.
The financial statements as of December 31, 2019 and 2018, and for each of the three years ended
December 31, 2019, 2018 and 2017 of Morgan Stanley, incorporated by reference in this prospectus of MUFG
from the Annual Report on Form 20-F for the year ended March 31, 2020 of MUFG and the effectiveness ofMorgan Stanley’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their reports, which are incorporated by reference
herein. Such financial statements have been so incorporated in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing. The address of Deloitte & Touche LLP is 30 Rockefeller
Plaza, New York, New York, 10112-0015, United States of America.
WHERE YOU CAN OBTAIN MORE INFORMATIONThis 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.
The rules and regulations of the SEC allow us to omit from this prospectus some of the information includedin the registration statement.
In addition, as required by the U.S. securities laws, we file annual reports, special reports and otherinformation with the SEC. The SEC maintains a web site (http://www.sec.gov) that contains reports, proxy andinformation statements, and other information regarding issuers, including us, that file electronically with theSEC.
We are currently exempt from the rules under the U.S. Exchange Act that prescribe the furnishing andcontent of proxy statements, and our officers, directors and principal shareholders are exempt from the reportingand short-swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act. We are notrequired under the U.S. Exchange Act to publish financial statements as frequently or as promptly as are U.S.
companies subject to the U.S. Exchange Act. We will, however, continue to furnish our shareholders with annual
reports containing audited financial statements and will publish unaudited interim results of operations as well assuch other reports as may from time to time be authorized by us or as may be otherwise required.
45

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, 2020, filed on July 10, 2020, and•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, 2020, furnished on August 4, 2020, except for theforward-looking statements which were made as of the date thereof.

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).
Except as described above, no other information is incorporated by reference in this prospectus (including,
without limitation, information on our website at https://www.mufg.jp/).
LIMITATIONS ON ENFORCEMENT OF U.S. LAWSMUFG is a joint stock company incorporated in Japan. Most of our directors and corporate executives, andcertain 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.
46

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
240 Greenwich 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
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
9-10, Roppongi 1-chome
Minato-ku, Tokyo 106-0032
Japan
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Deloitte Touche Tohmatsu LLC
Marunouchi Nijubashi Building
3-2-3 Marunouchi
Chiyoda-ku, Tokyo 100-8360
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.
$400,000,000 Senior Callable Floating Rate Notes due
September 12, 2025
$2,000,000,000 5.063% Senior Callable Fixed-to-Fixed Reset Rate
Notes due September 12, 2025
$1,250,000,000 5.354% Senior Callable Fixed-to-Fixed Reset Rate
Notes due September 13, 2028
$750,000,000 5.472% Senior Callable Fixed-to-Fixed Reset Rate
Notes due September 13, 2033

PROSPECTUS SUPPLEMENTMORGAN STANLEY
MUFG
Barclays
BofA Securities
Citigroup
J.P. Morgan
BNP PARIBAS
HSBCCrédit Agricole CIB
NatixisSociété Générale Corporate & Investment Banking
TD Securities
NomuraWells Fargo Securities
Bank of China
ICBC Singapore