Bond MITSUBISHI UFJ FG Inc. 4.315% ( US606822CE28 ) in USD

Issuer MITSUBISHI UFJ FG Inc.
Market price refresh price now   100.02 %  ▲ 
Country  Japan
ISIN code  US606822CE28 ( in USD )
Interest rate 4.315% per year ( payment 2 times a year)
Maturity 19/04/2033



Prospectus brochure of the bond Mitsubishi UFJ Financial Group Inc US606822CE28 en USD 4.315%, maturity 19/04/2033


Minimal amount 200 000 USD
Total amount 800 000 000 USD
Cusip 606822CE2
Standard & Poor's ( S&P ) rating A- ( Upper medium grade - Investment-grade )
Moody's rating A1 ( Upper medium grade - Investment-grade )
Next Coupon 19/04/2026 ( In 69 days )
Detailed description 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.

The Bond issued by MITSUBISHI UFJ FG Inc. ( Japan ) , in USD, with the ISIN code US606822CE28, pays a coupon of 4.315% per year.
The coupons are paid 2 times per year and the Bond maturity is 19/04/2033

The Bond issued by MITSUBISHI UFJ FG Inc. ( Japan ) , in USD, with the ISIN code US606822CE28, was rated A1 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by MITSUBISHI UFJ FG Inc. ( Japan ) , in USD, with the ISIN code US606822CE28, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







PROSPECTUS SUPPLEMENT
(To prospectus dated August 7, 2020)
MUFG
Mitsubishi UFJ Financial Group, Inc.
$500,000,000 3.837% Senior Callable Fixed-to-Fixed Reset Rate Notes due April 17, 2026
$800,000,000 4.080% Senior Callable Fixed-to-Fixed Reset Rate Notes due April 19, 2028
$700,000,000 4.315% Senior Callable Fixed-to-Fixed Reset Rate Notes due April 19, 2033
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 senior callable fixed-to-fixed reset rate notes due April 17, 2026, or the 4-year notes, will bear interest from (and including) April 19,
2022 to (but excluding) April 17, 2025 at the fixed per annum rate listed above, payable semi-annually in arrears on April 17 and October 17
of each year, with the first interest payment to be made on October 17, 2022 (short first coupon). From (and including) April 17, 2025 to (but
excluding) the maturity date, the 4-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 (as defined below) on the 4-year notes Reset Determination Date (as defined below),
plus 1.125%, payable semi-annually in arrears on October 17, 2025 and April 17, 2026.
The senior callable fixed-to-fixed reset rate notes due April 19, 2028, or the 6-year notes, will bear interest from (and including) April 19,
2022 to (but excluding) April 19, 2027 at the fixed per annum rate listed above, payable semi-annually in arrears on April 19 and October 19
of each year, with the first interest payment to be made on October 19, 2022. From (and including) April 19, 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 1.30%, payable semi-annually in arrears on
October 19, 2027 and April 19, 2028.
The senior callable fixed-to-fixed reset rate notes due April 19, 2033, or the 11-year notes, will bear interest from (and including) April 19,
2022 to (but excluding) April 19, 2032 at the fixed per annum rate listed above, payable semi-annually in arrears on April 19 and October 19
of each year, with the first interest payment to be made on October 19, 2022. From (and including) April 19, 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 1.55%, payable semi-annually in arrears on
October 19, 2032 and April 19, 2033.
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 date of such series of Notes at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of
redemption, subject to certain conditions. See "Description of the Notes--Optional Redemption" in this prospectus supplement. In addition,
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--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 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 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 the accompanying 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 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
Price to Public(1)
and Commissions(2)
(before expenses)(1)
Per Note due 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.000%
0.250%
99.750%
Total Notes due 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$500,000,000
$1,250,000
$498,750,000
Per Note due 2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.000%
0.350%
99.650%
Total Notes due 2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$800,000,000
$2,800,000
$797,200,000
Per Note due 2033 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.000%
0.450%
99.550%
Total Notes due 2033 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$700,000,000
$3,150,000
$696,850,000
(1) Plus accrued interest, if any, after April 19, 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 the accounts of its participants, including Euroclear Bank SA/NV, or Euroclear, and Clearstream Banking S.A., or Clearstream,
Luxembourg, on or about April 19, 2022.
Joint Lead Managers and Joint Bookrunners
MORGAN STANLEY
MUFG
Citigroup
J.P. Morgan
BofA Securities
(4-year notes)
(6-year notes)
(11-year notes)
Senior Co-Managers
Barclays
BofA Securities
Citigroup
J.P.Morgan
(4-year notes and 6-year notes)
(6-year notes and 11-year notes)
(4-year notes and 11-year notes)
Co-Managers
BNP PARIBAS
HSBC
Crédit Agricole CIB
Nomura
Société Générale Corporate
Wells Fargo Securities
Natixis
UBS Investment Bank
& Investment Banking
RBC Capital Markets
Bank of China
The date of this prospectus supplement is April 11, 2022


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
3.837% Senior Callable Fixed-to-Fixed Reset Rate Notes due April 17, 2026 . . . . . . . . . . . .
S-4YRFX-1
4.080% Senior Callable Fixed-to-Fixed Reset Rate Notes due April 19, 2028 . . . . . . . . . . . .
S-6YRFX-1
4.315% Senior Callable Fixed-to-Fixed Reset Rate Notes due April 19, 2033 . . . . . . . . . . . .
S-11YRFX-1
General Terms of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-GEN-1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SP-1
Use of Proceeds
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SP-3
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SP-4
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SP-6
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SP-11
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SP-17
Listing and General Information
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SP-24
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SP-26
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SP-26
About This Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Mitsubishi UFJ Financial Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
Description of Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
Certain ERISA and Similar Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40
Plan of Distribution (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
Where You Can Obtain More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
Limitation on Enforcement of U.S. Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
i


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 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 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, may refer 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, and
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.
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
ii


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 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 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 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 HAVE
REPRESENTED 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 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 11 of the Special Taxation Measures Act which
complies with the requirement for tax exemption under that paragraph or (iii) a Japanese public corporation, a
Japanese 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 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% (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 retail
investor in the European Economic Area, or the EEA. For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended,
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 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.
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 retail
investor in the United Kingdom, or the U.K. For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018, or the EUWA; (ii) a customer within the
meaning 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, for
offering or selling the Notes or otherwise making them available to retail investors in the U.K. has been prepared
and 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 (Chapter 289) of Singapore, as
modified or amended 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 Reform
Act 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. See also "Recent Developments
Relating to the Russia-Ukraine Conflict," "Recent Developments Relating to MUFG Union Bank" and "Recent
Developments and Prospects Relating to the COVID-19 Pandemic" under "Summary" below.
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 and
uncertainties. 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 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 are under no obligation, and disclaim any obligation, to update or alter any forward-
looking statements, whether as a result of new information, future events or developments, or otherwise, unless
required 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 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:
·
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 annual report on Form 20-F for the fiscal year ended March 31, 2021, filed on July 9, 2021,
·
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, 2021, furnished on December 27, 2021,
·
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, 2021, furnished on February 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 our additional financial information under Japanese GAAP
as of and for the nine months ended December 31, 2021, and certain other additional information,
furnished on February 14, 2022,
·
our current report on Form 6-K relating to our regulatory capital ratios as of December 31, 2021,
furnished on February 14, 2022, and
·
our current report on Form 6-K relating to changes of Representative Corporate Executives, furnished
on March 3, 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 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.
Our annual report on Form 20-F for the fiscal year ended March 31, 2021 contains:
·
Report of Independent Registered Public Accounting Firm on page F-3,
·
Consolidated Balance Sheets as of March 31, 2020 and 2021, starting on page F-8,
·
Consolidated Statements of Income for the Fiscal Years ended March 31, 2019, 2020 and 2021,
starting on page F-10,
·
Consolidated Statements of Comprehensive Income for the Fiscal Years ended March 31, 2019, 2020
and 2021 on page F-12,
vi


·
Consolidated Statements of Equity for the Fiscal Years ended March 31, 2019, 2020 and 2021, starting
on page F-13,
·
Consolidated Statements of Cash Flows for the Fiscal Years ended March 31, 2019, 2020 and 2021,
starting on page F-15,
·
Notes to Consolidated Financial Statements, starting on page F-17, and
·
Unaudited Reverse Reconciliation of Selected Financial Information as of and for the fiscal year ended
March 31, 2021, filed as Exhibit 99(b).
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, 2021 contains:
·
Condensed Consolidated Balance Sheets (Unaudited), starting on page F-2,
·
Condensed Consolidated Statements of Income (Unaudited), starting on page F-4,
·
Condensed Consolidated Statements of Comprehensive Income (Unaudited) on page F-6,
·
Condensed Consolidated Statements of Equity (Unaudited), starting on page F-7,
·
Condensed Consolidated Statements of Cash Flows (Unaudited), starting on page F-9, and
·
Notes to Condensed Consolidated Financial Statements (Unaudited), starting on page F-11.
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 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


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 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 one
of the world's largest and most diversified financial groups with total assets of ¥353.8 trillion and total deposits
of ¥219.9 trillion as of September 30, 2021. 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, an
intermediate 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 affiliated
companies, we engage in a broad range of financial businesses and services, including commercial banking,
investment banking, trust banking and asset management services, securities businesses, and credit card
businesses, and provide related services to individuals and corporate customers in Japan and abroad. For a more
detailed description of our history and business, see "Item 4. Information on the Company" in our most recent
annual report on Form 20-F incorporated by reference herein.
We currently operate our business through seven business groups: Digital Service Business Group, Retail &
Commercial Banking Business Group, Japanese Corporate & Investment Banking Business Group, Global
Commercial Banking Business Group, Asset Management & Investor Services Business Group, Global
Corporate & Investment Banking Business Group, and Global Markets Business Group. Effective April 1, 2021,
we created the Digital Service Business Group as a new business group through an internal reorganization
implemented under our current medium-term business plan in light of changes in the business environment,
including the digital shift in society, and realigned our reporting segments with the reorganized business groups.
The Digital Service Business Group provides financial services mainly in non-face-to-face transactions to
individual and corporate customers and promotes our group-wide digital transformation strategy. The
realignment of our reporting segments did not have any effect on our consolidated results of operations. For our
business segment information reflecting the realigned segmentation for the six months ended September 30,
2021, see our current report on Form 6-K, dated December 27, 2021, incorporated by reference herein. For our
business segment information for the nine months ended December 31, 2021, prepared and disclosed in
accordance with applicable Japanese disclosure requirements and Japanese GAAP, see our current report on
Form 6-K, dated February 14, 2022, incorporated by reference herein.
In May 2021, we announced that we would aim to reduce the balance of equity securities held for strategic
purposes valued under Japanese GAAP by approximately ¥300.0 billion within three years. During the six-month
period ended September 30, 2021, we sold down ¥46.0 billion of equity securities held in our strategic equity
investment portfolio valued under Japanese GAAP. Various factors, including market conditions, may affect the
amount of equity securities we should sell and our ability to achieve the target as planned.
S-1


Recent Developments Relating to the Russia-Ukraine Conflict
The recent military action by Russia in Ukraine has resulted, and is expected to further result, in significant
disruption, instability and volatility in global markets, higher energy and other commodity prices, and downward
pressure on economic growth. In addition to direct exposures to Russia, we have customers and counterparties that
are or may be adversely affected by the conflict and its ramifications. In light of the significant changes in the
market environment, we have been, and plan to be, implementing various measures, including those designed to
manage our assets and liabilities, although such measures may not lead to the results we expect. The governments of
the United States, Japan and other jurisdictions have imposed, and are expected to increase, economic and financial
sanctions and export controls against certain Russian and other related entities and individuals and import controls
on oil and other commodities, restricting transactions involving such entities and individuals as well as commodities
and requiring additional regulatory compliance measures. The government of Russia has responded with, threatened
and may escalate, retaliatory actions, including restrictions on exports and expropriation of assets. In addition,
cybersecurity risk has increased, and may further increase, as the geopolitical conflict intensifies or otherwise
continues. These and further developments may expose us to significant financial, regulatory and other risks,
liabilities and losses, although we continue to monitor such developments with an aim to effectively manage
ensuing risks and impacts, the full extent of which remains unclear. See "Item 3.D. Key Information--Risk Factors"
in our most recent annual report on Form 20-F incorporated by reference herein.
Recent Developments Relating to MUFG Union Bank
On September 20, 2021, MUFG Union Bank entered into a consent order with the U.S. Office of the
Comptroller of the Currency relating to its noncompliance with information security standards and unsafe or
unsound practices regarding technology and operational risk management. The consent order does not impose
any civil monetary penalty. MUFG Union Bank has begun corrective action and committed resources to
remediate the deficiencies, including strengthening its board and management oversight, technology risk
assessment, information technology and operational risk governance, operations and internal controls,
information security program, staffing, and data management and reporting. However, substantial improvements
are necessary to meet regulatory expectations. See "Item 3.D. Key Information--Risk Factors--Operational
Risk" in our most recent annual report on Form 20-F incorporated by reference herein.
On September 21, 2021, we agreed to sell MUFG Union Bank, excluding its global corporate and investment
banking business and certain related business and assets and liabilities, to U.S. Bancorp. The excluded businesses
and assets and liabilities are expected to be transferred to U.S. branches or affiliates of the Bank prior to the closing
of the sale. The closing of the sale is expected to occur during the first half of calendar year 2022, subject to certain
conditions precedent, including the approval from relevant regulators. Following the sale, we intend to focus our
management resources in the U.S. market on the corporate and investment banking business through collaboration
among the Bank, the Trust Bank and the Securities HD as well as our strategic alliance with Morgan Stanley. We
expect to receive from U.S. Bancorp approximately $8.0 billion in consideration for the sale consisting of $5.5
billion in cash and $2.5 billion worth of shares of U.S. Bancorp. For further information, see our current report on
Form 6-K, dated December 27, 2021, incorporated by reference herein.
See also "Item 3.D. Key Information--Risk Factors--Risks Related to Our Strategies and Our Major
Investees" in our most recent annual report on Form 20-F incorporated by reference herein as well as "Risks
Relating to Our Business--22. Risks relating to the sale of MUFG Union Bank, N.A." in our current report on
Form 6-K, dated February 14, 2022, incorporated by reference herein.
S-2