Bond MITSUBISHI UFJ FG Inc. 3.961% ( US606822AS32 ) in USD

MITSUBISHI UFJ FG Inc.

100 % ▼

Japan

US606822AS32 ( in USD )

3.961% per year ( payment 4 times a year)

02/03/2023 - Bond has expired

Prospectus brochure of the bond Mitsubishi UFJ Financial Group Inc US606822AS32 in USD 3.961%, expired

2 000 USD

750 000 000 USD

606822AS3

A- ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

Mitsubishi UFJ Financial Group, Inc. (MUFG) is a leading global financial group offering a diverse range of financial services, including banking, securities, and asset management, with a significant presence in Japan and internationally.

Mitsubishi UFJ Financial Group Inc.'s USD 750,000,000 3.961% bond (ISIN: US606822AS32, CUSIP: 606822AS3), issued in Japan, matured on 02/03/2023 and has been repaid at 100%, with a minimum purchase amount of 2,000 and a payment frequency of 4; it received A- and A1 ratings from Standard & Poor's and Moody's, respectively.

Prospectus Supplement
424B2 1 d525023d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities to be Registered

Offering Price

Registration Fee(1)
$750,000,000 Floating Rate Senior Notes due March 2, 2023

$
750,000,000
$
93,375
$1,500,000,000 3.455% Senior Notes due March 2, 2023

$
1,500,000,000
$
186,750
$750,000,000 3.777% Senior Notes due March 2, 2025

$
750,000,000
$
93,375
$500,000,000 3.961% Senior Notes due March 2, 2028

$
500,000,000
$
62,250

(1)Calculated in accordance with Rule 457(r) of the U.S. Securities Act of 1933, as amended.
Table of Contents

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-209455
PROSPECTUS SUPPLEMENT
(To prospectus dated February 10, 2016)

Mitsubishi UFJ Financial Group, Inc.
$750,000,000 Floating Rate Senior Notes due March 2, 2023
$1,500,000,000 3.455% Senior Notes due March 2, 2023
$750,000,000 3.777% Senior Notes due March 2, 2025
$500,000,000 3.961% Senior Notes due March 2, 2028
Mitsubishi UFJ Financial Group, Inc., or MUFG, expects to issue the above-listed senior notes, collectively the Notes, pursuant to a senior indenture, dated March 1, 2016, or the
Indenture. MUFG Securities Americas Inc. and other broker-dealers may use this prospectus supplement and the accompanying prospectus in connection with market-making
transactions in the Notes after their initial sale.
The floating rate senior notes due March 2, 2023, or the 5-year floating rate notes, will bear interest commencing March 2, 2018 at a floating rate, payable quarterly in arrears on
March 2, June 2, September 2 and December 2 of each year, subject to adjustments, with the first interest payment to be made on June 2, 2018. The interest rate on the 5-year floating
rate notes for each interest period will be a per annum rate equal to three-month U.S. dollar London Interbank Offered Rate, or LIBOR, plus 0.74%. Each of the fixed rate senior notes
due March 2, 2023, or the 5-year fixed rate notes, the fixed rate senior notes due March 2, 2025, or the 7-year fixed rate notes, and the fixed rate senior notes due March 2, 2028, or
the 10-year fixed rate notes, collectively the fixed rate notes, will bear interest commencing March 2, 2018 at a per annum rate listed above, payable semi-annually in arrears on March
2 and September 2 of each year, with the first interest payment to be made on September 2, 2018.
We may at our option redeem a series of Notes in whole, but not in part, at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of
redemption upon the occurrence of certain tax events, subject to certain conditions. See "Description of Senior Debt Securities" in the accompanying prospectus.
The Notes are intended to qualify as total loss-absorbing capacity, or TLAC, debt upon the implementation of applicable TLAC regulations in Japan. The Notes will be our senior
unsecured obligations and will rank senior to all of our existing and future subordinated debt, will rank equally in right of payment with all of our existing and future unsecured and
unsubordinated debt (except for statutorily preferred exceptions) and will be effectively subordinated to any secured indebtedness we incur, to the extent of the value of the assets
securing the same. See "Risk Factors--Risks Related to the Senior Debt Securities--The senior debt securities will be structurally subordinated to the liabilities of MUFG's subsidiaries,
including BTMU and MUTB." and other risk factors in the same section included in the accompanying prospectus, and "Description of Senior Debt Securities" in the accompanying
prospectus.
We have made an application to the Luxembourg Stock Exchange to list the Notes on the official list of the Luxembourg Stock Exchange and for the Notes to be admitted to trading on
the Luxembourg Stock Exchange's Euro MTF Market. The Luxembourg Stock Exchange's Euro MTF Market is not a regulated market for the purposes of Directive 2004/39/EC of the
European Parliament and of the Council on markets in financial instruments. This prospectus supplement with the accompanying prospectus constitutes the listing prospectus for
purposes of Part IV of the Luxembourg law on prospectus for securities dated July 10, 2005, as amended. This prospectus supplement and the accompanying prospectus may be used
only for the purposes for which it has been published, and does not constitute a prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC, as amended).

Investing in the Notes involves risks. See "Risk Factors" beginning on page 6 of the accompanying prospectus, updated on page S-2 of this prospectus supplement,
and as incorporated by reference herein from our most recent annual report on Form 20-F.

Neither the U.S. Securities and Exchange Commission, or the SEC, nor any state securities regulators has approved or
disapproved these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
These securities are not deposits or savings accounts. These securities are not insured by the U.S. Federal Deposit Insurance Corporation, or the FDIC, or any other governmental
agency or instrumentality.

Underwriting Discounts
Proceeds to us
(1)
(2)
(1)
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Prospectus Supplement

Price to Public

and Commissions

(before expenses)

Per Floating Rate Note due 2023

100.000%

0.350%

99.650%
Total Floating Rate Notes due 2023

$
750,000,000

$
2,625,000

$
747,375,000
Per Fixed Rate Note due 2023

100.000%

0.350%

99.650%
Total Fixed Rate Notes due 2023

$
1,500,000,000

$
5,250,000

$
1,494,750,000
Per Fixed Rate Note due 2025

100.000%

0.400%

99.600%
Total Fixed Rate Notes due 2025

$
750,000,000

$
3,000,000

$
747,000,000
Per Fixed Rate Note due 2028

100.000%

0.450%

99.550%
Total Fixed Rate Notes due 2028

$
500,000,000

$
2,250,000

$
497,750,000
(1)Plus accrued interest, if any, after March 2, 2018.
(2)For additional underwriting compensation information, see "Underwriting (Conflicts of Interest)."
The Notes are expected to be delivered to purchasers in book-entry form only through the facilities of The Depository Trust Company, or DTC, for the accounts of its participants, including Euroclear Bank
SA/NV, or Euroclear, and Clearstream Banking S.A., or Clearstream, Luxembourg, on or about March 2, 2018.

Joint Lead Managers and Joint Bookrunners

MORGAN STANLEY

MUFG
CITIGROUP
Senior Co-Managers

Barclays

HSBC

J.P. Morgan

BofA Merrill Lynch
Co-Managers

BNP PARIBAS

Credit Agricole CIB

Credit Suisse

Deutsche Bank Securities
Natixis
Nomura
RBC Capital Markets
Société Générale Corporate &

Investment Banking
The date of this prospectus supplement is February 26, 2018
Table of Contents
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
Floating Rate Senior Notes due 2023

S-5YRFL
3.455% Senior Notes due 2023

S-5YRFX
3.777% Senior Notes due 2025

S-7YRFX
3.961% Senior Notes due 2028

S-10YRFX
General Terms of the Notes

S-GEN-1
Use of Proceeds

SP-1
Capitalization and Indebtedness

SP-2
Taxation

SP-3
Underwriting (Conflicts of Interest)

SP-8
Listing and General Information

SP-16
Legal Matters

SP-17
Independent Registered Public Accounting Firm

SP-17
About This Prospectus

3
Forward-Looking Statements

4
Mitsubishi UFJ Financial Group, Inc.

5
Risk Factors

6
Consolidated Ratio of Earnings to Fixed Charges

12
Use of Proceeds

13
Selected Financial Data

14
Capitalization and Indebtedness

19
Description of Senior Debt Securities

20
Taxation

37
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Certain ERISA and Other Considerations

46
Underwriting (Conflicts of Interest)

48
Legal Matters

50
Independent Registered Public Accounting Firm

50
Where You Can Obtain More Information

50
Incorporation of Documents by Reference

50
Limitation on Enforcement of U.S. Laws

51
Annex A: Unaudited Reverse Reconciliation of Selected Financial Information

A-1

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ABOUT THIS PROSPECTUS SUPPLEMENT
In making an investment decision, you should rely only on the information provided or incorporated by reference 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-writing prospectus that we prepare or
authorize and the offering of the Notes in certain jurisdictions may be restricted by law. 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 with the 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 your own or with the assistance of a financial adviser, to evaluate how the Notes will perform under changing conditions,
the effect on the value of the Notes of the uncertainty relating to whether and how the Notes will be qualified or treated under applicable regulatory
capital or TLAC requirements, the impact this investment will have on your overall investment portfolio, and the use of proceeds from the sale of
the Notes. Prior to making an investment decision, you should consider carefully, in light of your own financial circumstances and investment
objectives, all the information contained in this prospectus supplement, the accompanying prospectus and any related free-writing prospectus that
we prepare or authorize and in any document incorporated by reference herein and therein and in any applicable supplement to this prospectus
supplement.

As used in this prospectus supplement, the terms "MUFG," "we," the "Company" and the "Group" generally refer to Mitsubishi UFJ
Financial Group, Inc. and its consolidated subsidiaries but, from time to time as the context requires, refers to Mitsubishi UFJ Financial Group,
Inc. as an individual legal entity, except that on the cover page of this prospectus supplement, under the heading "Joint Lead Managers and Joint
Bookrunners" and on the back cover page of this prospectus supplement, the reference to "MUFG" is to MUFG Securities Americas Inc.
In this prospectus supplement, references to "yen" or "¥" are to Japanese yen, references to "U.S. dollars," "dollars," "U.S.$" or "$" are to
United States dollars, references to "AU$" are to Australian dollars, references to "euro" or "" refer to the currency of those member states of the
European Union which are participating in the European Economic and Monetary Union pursuant to the Treaty of the European Union, and
references to "RMB" are to Chinese Renminbi.
Unless otherwise specified, the financial information presented in this prospectus supplement and our consolidated financial statements,
which are incorporated by reference in this prospectus supplement, 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 herein, 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
under Japanese banking and securities regulations and Tokyo Stock Exchange rules. The basis of our financial information prepared in

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accordance with U.S. GAAP may be significantly different in certain respects from the basis of our financial information prepared in accordance
with Japanese GAAP. For information on certain differences between U.S. GAAP and Japanese GAAP, see Exhibit 99(b) "Unaudited Reverse
Reconciliation of Selected Financial Information" attached to our most recent annual report on Form 20-F, which is incorporated by reference
herein. You should consult your own professional advisers, as necessary, for a more complete understanding of the differences among U.S. GAAP,
Japanese GAAP, International Financial Reporting Standards and any other generally accepted accounting principles applicable in your jurisdiction
and how 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 of Japan (Act No. 25 of 1948, as
amended; the "Financial Instruments and Exchange Act") and are subject to the Special Taxation Measures Act of Japan (Act No. 26 of 1957, as
amended; the "Special Taxation Measures Act"). The Notes may not be offered or sold in Japan or to, or for the benefit of, any resident of Japan
(which term 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 for the benefit of, any resident of Japan, except pursuant to an
exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other
applicable laws, regulations and governmental guidelines of Japan. The Notes are not, as part of the distribution by the underwriters pursuant to the
underwriting agreement dated the date of this prospectus supplement at any time, to be directly or indirectly offered or sold to, or for the benefit of,
any person other than a beneficial owner that is, (i) for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation,
nor (y) an individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a special relationship with the
Company as described in Article 6, Paragraph 4 of the Special Taxation Measures Act (a "specially-related person of the Company") or (ii) a
Japanese financial institution, designated in Article 6, Paragraph 9 of the Special Taxation Measures Act, except as specifically permitted under the
Special Taxation Measures Act. BY SUBSCRIBING FOR THE NOTES, AN INVESTOR WILL BE DEEMED TO HAVE REPRESENTED
THAT IT IS A PERSON WHO FALLS INTO THE CATEGORY OF (i) OR (ii) ABOVE.
Interest payments on the Notes generally will be subject to Japanese withholding tax unless it is established that 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
Japanese designated financial institution described in Article 6, Paragraph 9 of the Special Taxation Measures Act which complies with the
requirement for tax exemption under that paragraph or (iii) a Japanese public corporation, financial institution or financial instruments business
operator described in Article 3-3, Paragraph 6 of the Special Taxation Measures Act which complies with the requirement for tax exemption under
that paragraph.
Interest payments on the Notes to an individual resident of Japan, to a Japanese corporation not described in the preceding paragraph, or to an
individual non-resident of Japan or a non-Japanese corporation that in either case 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% of the amount of such interest.
PRIIPs Regulation / Prospectus Directive / Prohibition of sales to EEA retail investors--The Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area
("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC, as amended (the "Insurance
Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii)
not a qualified investor as defined in the

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Prospectus Directive. Consequently, no key information document required by Regulation (EU) No. 1286/2014, as amended (the "PRIIPs
Regulation"), for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and, therefore,
offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

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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 Reform Act of 1995. Forward-looking statements do not relate strictly to
historical or current facts and include statements regarding our current intent, belief, targets or expectations or the current intent, belief, targets or
expectations of our management with respect to, among others:

·
changes in banking and other regulations, including those affecting whether and how the Notes will be qualified or treated under

applicable capital or TLAC requirements and resolution measures to be implemented in Japan,

·
our financial condition,

·
our results of operations,

·
our business plans and other management objectives,

·
our business strategies, competitive positions and growth opportunities,

·
the financial and regulatory environment in which we operate,

·
our problem loan levels and loan losses,

·
the equity, interest and foreign exchange markets, and

·
the benefits of recently completed or announced transactions and realization of related financial and operating synergies and

efficiencies, including estimated cost savings and revenue enhancement.
In many, but not all, cases, we use words such as "aim," "anticipate," "believe," "estimate," "expect," "hope," "intend," "may," "plan,"
"predict," "probability," "risk," "should," "will," "would" and similar expressions, as they relate to us or our management, to identify forward-
looking statements. These statements reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions.
Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may vary materially
from those which are anticipated, aimed at, believed, estimated, expected, intended or planned.
Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ from
those in forward-looking statements as a result of various factors. Important factors that could cause actual results to differ materially from
estimates or forecasts contained in the forward-looking statements include those which are discussed in this prospectus supplement, the
accompanying prospectus and our most recent annual report on Form 20-F and other documents incorporated by reference 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 do not
undertake to update any forward-looking statements, whether as a result of new information, future events or developments, or otherwise.
WHERE YOU CAN OBTAIN MORE INFORMATION
We file reports and other information with the SEC. You may read and copy any document filed with the SEC at the SEC's Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information on the Public Reference
Room. Documents filed with the SEC are also 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.

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INCORPORATION OF DOCUMENTS BY REFERENCE
The 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:
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Prospectus Supplement

·
the information in a document that is incorporated by reference is considered to be a part of this prospectus 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 the information 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 any of the statements in this
prospectus supplement or the accompanying prospectus or in any document incorporated by reference herein or therein have been modified or
superseded. The accompanying prospectus describes documents that are incorporated by reference into the accompanying prospectus and this
prospectus supplement. See "Incorporation of Documents by Reference" in the accompanying prospectus.
The documents incorporated by reference into this prospectus supplement and the accompanying prospectus include:

·
our current report on Form 6-K relating to our financial information under Japanese GAAP as of and for the fiscal year ended

March 31, 2017, dated May 15, 2017, except for the forward-looking statements which were made as 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 fiscal year

ended March 31, 2017, and certain other additional information, dated June 29, 2017,

·
our annual report on Form 20-F for the fiscal year ended March 31, 2017, filed on July 14, 2017,

·
our current report on Form 6-K relating to corporate split and business transfer transactions as part of the functional realignment of our

subsidiaries, dated October 31, 2017,

·
our current report on Form 6-K relating to our agreement with U.S. Office of the Comptroller of the Currency following the change of

the supervisory agency of the U.S. branches and agencies of The Bank of Tokyo-Mitsubishi UFJ, Ltd., or BTMU, dated November 13,
2017,

·
our current report on Form 6-K relating to our strategic investment in Bank Danamon in Indonesia, dated December 27, 2017,

·
our current report on Form 6-K relating to our unaudited financial information under U.S. GAAP as of and for the six months ended

September 30, 2017, and certain other additional information, dated January 17, 2018,

·
our current report on Form 6-K relating to our unaudited financial information under Japanese GAAP as of and for the nine months

ended December 31, 2017, dated February 2, 2018, except for the forward-looking statements which were made as of the date thereof,

·
our current report on Form 6-K relating to our additional unaudited financial information under Japanese GAAP as of and for the nine

months ended December 31, 2017, and certain other additional information, dated February 14, 2018,

·
our current report on Form 6-K relating to our regulatory capital ratios as of December 31, 2017, dated February 14, 2018, and

·
our current report on Form 6-K relating to the commencement of partial cash tender offers for our 2.95% senior notes due March 1,

2021 and our floating rate senior notes due March 1, 2021, dated February 26, 2018.

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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 is completed. Reports on Form 6-K we
may furnish to the SEC after the date of this prospectus supplement (or portions thereof) are incorporated by reference in this prospectus
supplement only to the extent that the report expressly states that it is (or such portions are) incorporated by reference in this prospectus
supplement.
We will provide you without charge upon written or oral request a copy of any of the documents that are incorporated by reference in this
prospectus supplement. If you would like us to provide you with any of these documents, please contact us at the following address or telephone
number: 7-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-8330, Japan, Attention: Public Relations Office (telephone: +81-3-3240-8111).
Copies of documents incorporated by reference in this prospectus supplement may be inspected, free of charge, at the website of the
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Luxembourg Stock Exchange at www.bourse.lu.
Selected Financial Data
For certain selected financial data relating to us, see "Item 3.A. Key Information--Selected Financial Data" in our most recent annual report
on Form 20-F on file with the SEC incorporated by reference herein.

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SUMMARY
This summary highlights some of the information contained in this prospectus supplement, the accompanying 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," "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 Company Law
of Japan. We are one of the world's largest and most diversified financial groups with total assets of ¥300.4 trillion and total deposits of
¥191.8 trillion as of September 30, 2017. We are the holding company for BTMU, Mitsubishi UFJ Trust and Banking Corporation, or MUTB,
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., or MUMSS, (through Mitsubishi UFJ Securities Holdings Co., Ltd., or MUSHD, an
intermediate holding company), Mitsubishi UFJ NICOS Co., Ltd., and other subsidiaries. For a more detailed description of our history, see
"Item 4.A. Information on the Company--History and Development of the Company" in our most recent annual report on Form 20-F.
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. In Japan, we had approximately 1,100 branches and
offices as of September 30, 2017. As of the same date, we had the largest overseas network among Japanese banks, consisting of
approximately 1,200 branches and other offices, including those of MUFG Union Bank, N.A., or MUB, Bank of Ayudhya Public Company
Limited, known as Krungsri, and other subsidiaries, in over 50 countries and regions.
Updates Relating to Listing of the Notes on the Luxembourg Stock Exchange
To provide information relating to the expected listing of the Notes on the Luxembourg Stock Exchange, updates are made to the section
"Description of Senior Debt Securities" in the accompanying prospectus as follows:

·
The final paragraph of the sub-section under the sub-heading "Book-Entry; Delivery and Form--Exchange of Global Notes for

Certificated Notes" is deleted in its entirety; and

·
The sub-section under the sub-heading "Minimum Board Lot Size on the SGX-ST" is deleted in its entirety, together with such

sub-heading.
In addition, an update is made to the first sentence of "Risk Factors--Risks Related to the Senior Debt Securities--There is no
established trading market for the senior debt securities and one may not develop." in the accompanying prospectus by replacing the phrase
"although we expect to list the senior debt securities on the Singapore Exchange Securities Trading Limited, or SGX-ST," with "although we
expect to list the senior debt securities on the Luxembourg Stock Exchange's Euro MTF Market,".
See "Listing and General Information."
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An Update to the Risks Related to the Senior Debt Securities
The following disclosure is added to the section "Risk Factors--Risks Related to the Senior Debt Securities" in the accompanying
prospectus:
LIBOR may be administered differently or discontinued in the future and, as a result, the value and marketability of, and the return
on, the senior debt securities linked to LIBOR may decline.
LIBOR is currently the subject of ongoing national and international regulatory reform. Following the implementation of any such
potential reforms, the manner of administration of LIBOR may change, with the result that it may perform differently than in the past or could
be eliminated entirely, that a substitute or alternative benchmark could be established, or that there could be other consequences, including
those which cannot be predicted. On July 27, 2017, the United Kingdom Financial Conduct Authority, or the U.K. FCA, announced that it
will no longer persuade or compel banks to submit rates for the calculation of the LIBOR benchmark after 2021. The U.K. FCA's
announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. The potential
elimination of, or the potential changes in the manner of administration of, the LIBOR benchmark could require an adjustment to the terms
and conditions, or result in other consequences, in respect of any senior debt securities linked to LIBOR, including discrepancies between the
interest rates calculated as described herein and those based on any substitute or alternative benchmark that becomes the market standard, as
well as other consequences which cannot be predicted. Any such consequence could have a material adverse effect on cash flow relating to
accrued interest for each interest payment period as well as the value and marketability of, and the return on, any such senior debt securities.
Concurrent Partial Cash Tender Offers for Our Outstanding Senior Notes
On February 26, 2018, we commenced tender offers to purchase for cash our 2.95% senior notes due March 1, 2021 up to an aggregate
principal amount of $850 million and our floating rate senior notes due March 1, 2021 up to an aggregate principal amount of $150 million.
The tender offers for the notes are expected to expire on March 23, 2018. We plan to pay an early tender premium of $50.00 per $1,000
principal amount to holders of notes validly tendered and not validly withdrawn prior to or on March 9, 2018 and accepted for purchase by us.
The settlement date for the early tendered notes is expected to be March 14, 2018, and the settlement date for any additional notes accepted
for purchase is expected to be March 27, 2018. We intend to determine the purchase price for the fixed rate senior notes on March 12, 2018
by reference to the yield to maturity of a comparable U.S. Treasury security. The purchase price for the floating rate senior notes will be
$1,048.75 per $1,000 principal amount. The issuance of the Notes offered hereby is a condition to the consummation of the tender offers. We
may change these dates or other terms of the tender offers or terminate the tender offers, subject to applicable law.
We are making the tender offers as part of our continuing strategy to manage our balance sheet and to reduce interest expense as well as
to improve the efficiency of our capital structure and its ability to meet the TLAC standard applicable to global systemically important banks,
or G-SIBs, in Japan expected to be phased in from 2019.
Allocations in the offering of the Notes will be determined by us and the underwriters based on a number of different factors, which may
include an assessment of an investor's long-term interest in owning our debt securities and the size and timing of such investor's indication of
interest in the offering of the Notes. However, neither we nor the underwriters are obligated to consider participation in the tender offers in
making an allocation determination with respect to any particular investor.
For more information, see our current report on Form 6-K relating to the commencement of the partial cash tender offers, dated
February 26, 2018, incorporated by reference herein.

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Prospectus Supplement
Our Funding and Business Strategies
We are taking pro-active steps to adjust our funding strategy to meet the requirements expected due to the future implementation of
TLAC regulations in Japan.
We are the holding company for one of the world's largest and most diversified financial groups, providing a broad range of financial
services in Japan and around the world. Among our operating subsidiaries, BTMU and MUTB make significant contributions to our business
in terms of profits and total assets. Our businesses are well diversified to cover a full range of financial services, including commercial
banking, trust assets, securities brokerage, credit cards and leasing. Further, our business portfolio is geographically diversified across the
globe, including MUB, our primary operating subsidiary in the United States, and Krungsri, our primary operating subsidiary in Thailand.
We have been designated as a global systemically important bank, or G-SIB, by the Financial Stability Board, or the FSB, and the Basel
Committee on Banking Supervision, and further by the Financial Services Agency of Japan, or the FSA, based on international agreements
pursuant to the Basel III G-SIB capital surcharge rules. The relevant rules took effect in Japan on March 31, 2016 and are being phased in
through 2019. In November 2015, as part of its agenda to address risks arising from G-SIBs, the FSB published its final TLAC standard for
G-SIBs. The FSB TLAC standard seeks to ensure that a G-SIB will have sufficient loss-absorbing and recapitalization capacity available if it
fails and that it can be resolved in an orderly manner so as to minimize the potential impact on financial stability, maintain the continuity of
critical functions and avoid exposing public funds to loss. The FSB's TLAC standard defines certain minimum requirements for instruments
and liabilities subject to loss absorption for G-SIBs in resolution, including a minimum external TLAC. The FSB's TLAC standard is subject
to regulatory implementation in Japan. In April 2016, the FSA published an explanatory paper outlining its approach for the introduction of
the TLAC framework in Japan, pursuant to which the FSA plans to require bank holding companies of G-SIBs in Japan to meet the minimum
external TLAC requirements under the FSB's TLAC standard mainly through amendments to the existing laws and regulations relating to
capital adequacy requirements applicable to bank holding companies in Japan. Although the FSA's approach remains subject to change in line
with ongoing international discussions, we are preparing to satisfy such requirements in advance of implementation by issuing senior debt
securities as a bank holding company. Although there are many relevant regulatory and market factors that remain subject to change, based on
our current estimate, we will need to continue to issue TLAC eligible instruments, to meet the anticipated minimum external TLAC
requirement. See "Item 4.B. Business Overview--Supervision and Regulation--Japan--Total Loss-Absorbing Capacity" in our most recent
annual report on Form 20-F and "Risk Factors--Risks Related to the Senior Debt Securities--The Japanese regulations relating to external
TLAC have not yet been finalized, and the circumstances surrounding or triggering orderly resolution are unpredictable." in the accompanying
prospectus.
Under the FSA's approach, as a Japanese banking group subject to the FSB TLAC standard, we expect to be subject to a Single Point of
Entry, or SPE, resolution regime where resolution powers are applied to the top-level entity of a banking group by a single national resolution
authority. In addition to the external TLAC requirements to be applied at the bank holding company level, a key element of the effectiveness
of the SPE resolution regime is to require the bank holding company of a G-SIB in Japan to cause its material subsidiaries or material sub-
groups that are designated as systemically important by the FSA to maintain a certain level of capital and debt recognized as having loss-
absorbing and recapitalization capacity, or internal TLAC. Under the FSA's approach, when we, as a bank holding company, become subject
to the TLAC requirements, we may need to restructure loans to, and investments in, our material subsidiaries or material sub-groups to meet
such internal TLAC requirements. Upon implementation of the applicable TLAC requirements for G-SIBs in Japan, we expect the Notes to
qualify as external TLAC due in part to their structural subordination to the liabilities of our subsidiaries, including our regulated banking
subsidiaries. We intend to use the proceeds from the sale of the Notes to fund the operations of BTMU through loans. See "Use of Proceeds."

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In light of the currently anticipated TLAC regulations in Japan under the FSA's approach, including the expected SPE resolution
strategy, we expect that MUFG, as the group holding company, will become the primary funding entity for the issuance of TLAC eligible debt
securities, while BTMU, MUTB, MUSHD and other subsidiaries will continue to issue certain unsecured bonds, structured bonds and
collateralized bonds which will not carry TLAC eligibility or will be denominated in currencies other than U.S. dollars, yen and euro.
We intend to access capital markets both domestically and overseas in order to achieve the best capital mix, including for refinancing
with a view to maintaining sufficient Additional Tier 1 and Tier 2 capital, as contemplated by the Basel III capital standard, as well as
satisfying the anticipated minimum TLAC requirement.
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Prospectus Supplement
As part of our continuing strategy to improve the efficiency of our capital structure, we may decide, from time to time, to repurchase
some of our outstanding senior notes, including those which are intended to qualify as TLAC-eligible debt securities under relevant
regulations in Japan expected to be adopted in the future. For example, on February 26, 2018, we commenced partial cash tender offers for
our 2.95% senior notes due March 1, 2021 and floating rate senior notes due March 1, 2021. See "--Concurrent Partial Cash Tender Offers for
Our Outstanding Senior Notes."
We believe our current capital structure contains significant buffers before the Notes become subject to loss absorption. In addition,
there are multiple measures that may be implemented, including measures in response to a financial crisis, before a financial institution
reaches a point of non-viability, such as limitations or restrictions on capital distributions, prompt corrective action, provision of financial
liquidity and capital injection. As of December 31, 2017, our Common Equity Tier 1 ratio, which is calculated based on financial information
prepared in accordance with Japanese GAAP, was 12.33%. Based on our Common Equity Tier 1 capital as of December 31, 2017, excluding
the impact of net unrealized gains on securities available for sale, we estimate that our Common Equity Tier 1 capital ratio would be 9.9%
under the Japanese regulatory capital standard that is expected to be applicable to us as of March 31, 2019. Our liquidity coverage ratio,
which is calculated in accordance with Basel III as adopted by the FSA, for the three months ended December 31, 2017 was 145.7%.
Under the current Japanese laws and regulations, we are required to maintain a recovery plan and, if our financial condition or liquidity
deteriorates to trigger levels specified in the recovery plan, we will implement the recovery plan to restore our financial strength and viability.
In addition, if our Common Equity Tier 1 ratio declines below the required minimum level, then we will become subject to restrictions on
capital distributions and further to prompt corrective action under the banking regulations, and if our Common Equity Tier 1 ratio declines
below 5.125%, then our Additional Tier 1 instruments will become subject to loss absorption. According to the FSA's approach for the
introduction of the TLAC framework in Japan published in April 2016, when our financial condition further deteriorates to a point where our
liabilities exceed, or are deemed likely to exceed, our assets, or where we have suspended, or are deemed likely to suspend, payments on our
obligations, as a result of loans extended by us to, or investments made by us in, any of our material subsidiaries being subject to loss
absorption prior to the failure of such material subsidiaries, and, if our failure may cause a significant disruption to the financial market or
system in Japan, measures under the Japanese statutory orderly resolution regime may be applied to us. The application of such measures will
result in our then outstanding Additional Tier 1 instruments and Tier 2 instruments becoming subject to loss absorption, and will likely lead to
a transfer of certain assets, including shares of our material subsidiaries, and liabilities to a bridge financial institution established by the
Deposit Insurance Corporation of Japan, or the Deposit Insurance Corporation, and subsequent liquidation of our remaining assets and
liabilities which are expected to include the TLAC-eligible senior debt securities, including the Notes. During the liquidation process, the
Notes will participate in the liquidation of any residual assets of MUFG in priority to our Basel II Tier 1 instruments. We intend to further
strengthen our capital structure. See "Item 4.B. Business Overview--Supervision and Regulation--Japan" in our most recent annual report on
Form 20-F.

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We have taken measures to enhance our financial soundness.
Our primary funding source for loans is deposits. We have maintained a low loan-to-deposit ratio, which we believe allows us to secure
higher liquidity and a sound balance sheet. As of December 31, 2017, on a Japanese GAAP basis, our total loans in the banking account and
the trust account were ¥110.2 trillion, consisting of ¥44.2 trillion of domestic corporate loans, ¥15.4 trillion of domestic housing loans, ¥3.6
trillion of loans to Japanese government institutions, ¥1.7 trillion of other domestic loans, and ¥45.1 trillion of overseas loans. As of the same
date, on a Japanese GAAP basis, our total deposits were ¥174.7 trillion, consisting of ¥76.0 trillion of deposits from domestic individual
customers, ¥60.0 trillion of deposits from domestic corporate customers and ¥38.6 trillion of deposits from overseas and other customers. On a
U.S. GAAP basis, as of September 30, 2017, our total net loans were ¥117.3 trillion, and our total deposits were ¥191.8 trillion.
The average balance of domestic corporate loans under Japanese GAAP, excluding loans to government institutions, on a managerial
accounting basis, has increased in recent periods. The average balance of overseas loans under Japanese GAAP on a managerial accounting
basis and applying our internal fixed exchange rate to measure the progress of our current medium term business plan has also been on a
generally increasing trend in recent periods.
Our risk-monitored loan ratio, or the ratio of our total risk-monitored loans, as classified under Japanese banking regulations, to our
total loans and bills discounted in the banking account on a Japanese GAAP basis, declined to 1.24% as of December 31, 2017 from 1.41% as
of March 31, 2017, reflecting our disciplined approach to risk management. We have recently reduced our risk-monitored loans, as classified
under Japanese banking regulations, to domestic borrowers. Our risk-monitored loans to overseas borrowers, as classified on the same basis,
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