Bond Sumitomo Mitsui Financial Group 3.784% ( US86562MAD20 ) in USD

Issuer Sumitomo Mitsui Financial Group
Market price 100 %  ▼ 
Country  Japan
ISIN code  US86562MAD20 ( in USD )
Interest rate 3.784% per year ( payment 2 times a year)
Maturity 09/03/2021 - Bond has expired



Prospectus brochure of the bond Sumitomo Mitsui FG US86562MAD20 in USD 3.784%, expired


Minimal amount 2 000 USD
Total amount 750 000 000 USD
Cusip 86562MAD2
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description Sumitomo Mitsui Financial Group (SMFG) is a major Japanese financial services conglomerate offering banking, trust banking, securities, and other financial services globally.

Sumitomo Mitsui FG's USD 750,000,000 3.784% bond (CUSIP: 86562MAD2, ISIN: US86562MAD20), issued in Japan, matured on September 3, 2021, with a minimum trading size of 2000 and was redeemed at 100%.







PROSPECTUS SUPPLEMENT
(To prospectus dated January 21, 2016)
Sumitomo Mitsui Financial Group, Inc.
(incorporated under the laws of Japan with limited liability)
U.S.$1,750,000,000 2.934% Senior Notes due 2021
U.S.$1,500,000,000 3.784% Senior Notes due 2026
U.S.$750,000,000 Senior Floating Rate Notes due 2021
We expect to issue an aggregate principal amount of U.S.$1,750,000,000 of senior notes due March 9, 2021, or the 5-year notes,
and an aggregate principal amount of U.S.$1,500,000,000 of senior notes due March 9, 2026, or the 10-year notes, and together with
the 5-year notes, the fixed rate notes. The 5-year notes and the 10-year notes will bear interest commencing March 9, 2016, at an
annual rate of 2.934% and 3.784%, respectively, payable semiannually in arrears on March 9 and September 9 of each year,
beginning on September 9, 2016.
We also expect to issue an aggregate principal amount of U.S.$750,000,000 of senior floating rate notes due March 9, 2021, or
the floating rate notes, and together with the fixed rate notes, the notes. The floating rate notes will bear interest commencing
March 9, 2016 at a floating rate per annum, reset quarterly, equal to the three-month U.S. dollar London Interbank Offered Rate, or
LIBOR (determined as provided under "Description of the Notes"), plus 1.68% payable quarterly in arrears on March 9, June 9,
September 9 and December 9 of each year, beginning on June 9, 2016, subject to adjustments.
The notes will not be redeemable prior to maturity, except as set forth under "Description of the Notes--Redemption for
Taxation Reasons" in this prospectus supplement, and will not be subject to any sinking fund. The notes will be issued only in
registered form in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.
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. The Luxembourg
Stock Exchange's Euro MTF Market is not a regulated market for the purposes of Article 4.1(14) of the Markets in Financial
Instruments Directive (Directive 2004/39/EC).
This prospectus supplement does not constitute a prospectus for the purposes of the Prospectus Directive
(Directive 2003/71/EC).
Investing in the notes involves risks. You should carefully consider the risk factors set forth in
"Item 3. Key Information--Risk Factors" of our most recent annual report on Form 20-F filed with the
U.S. Securities and Exchange Commission, or the SEC, and in the "Risk Factors" section beginning on
page S-6 of this prospectus supplement before making any decision to invest in the notes.
Per floating
Per 5-year note
Per 10-year note
rate note
Total
Public offering price(1) . . . . . . . . . . . . . . . . . . . . . . . . .
100%
100%
100%
U.S.$4,000,000,000
Underwriting commission(2) . . . . . . . . . . . . . . . . . . . .
0.35%
0.45%
0.35%
U.S.$
15,500,000
Proceeds, before expenses, to SMFG(1) . . . . . . . . . . . .
99.65%
99.55%
99.65%
U.S.$3,984,500,000
(1) Plus accrued interest from March 9, 2016, if settlement occurs after that date.
(2) For additional underwriting compensation information, see "Underwriting (Conflicts of Interest)."
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus supplement or the related prospectus. Any representation to the contrary is a
criminal offense.
The notes of each series will be represented by one or more global certificates deposited with a custodian for, and registered in
the name of a nominee of, The Depository Trust Company, or DTC. Beneficial interests in these global certificates will be shown on,
and transfers thereof will be effected through, records maintained by DTC and its direct and indirect participants, including Euroclear
Bank S.A./N.V., or Euroclear, and Clearstream Banking, S.A., Luxembourg, or Clearstream. Except as described in this prospectus
supplement or the accompanying prospectus, notes in definitive certificated form will not be issued in exchange for global
certificates.
It is expected that the notes will be delivered in book-entry form only, through the facilities of DTC and its participants,
including Euroclear and Clearstream, on or about March 9, 2016.
Joint Lead Managers and Joint Bookrunners
Goldman, Sachs & Co.
SMBC Nikko
Citigroup
Barclays
BofA Merrill Lynch
J.P. Morgan
Co-Managers
Daiwa Capital Markets
Nomura
Deutsche Bank Securities
HSBC
Prospectus Supplement dated March 2, 2016


TABLE OF CONTENTS
Prospectus Supplement
Page
Prospectus Supplement Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-6
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-14
Exchange Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-15
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-16
Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-17
Selected Financial and Other Information (IFRS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-18
Supplemental Financial and Other Information (Japanese GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-20
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-27
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-28
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-34
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-41
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-48
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-49
Incorporation By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-50
Unaudited Quarterly Consolidated Japanese GAAP Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . .
S-A-1
Prospectus
Page
About This Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Cautionary Statement Regarding Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Sumitomo Mitsui Financial Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Description of the Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
Benefit Plan Investor Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
Plan of Distribution (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
Enforcement of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
S-ii


The notes have not been and will not be registered under the Financial Instruments and Exchange Act of
Japan, or the FIEA, and are subject to the Act on Special Measures Concerning Taxation of Japan, or the Special
Taxation Measures Act. The notes may not be offered or sold in Japan, to any person resident in Japan, or to
others for reoffering or resale directly or indirectly in Japan or to a person resident in Japan, for Japanese
securities law purposes (including any corporation or other entity organized under the laws of Japan) except
pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and
any other applicable laws, regulations and governmental guidelines of Japan. In addition, 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 that 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 person having a special relationship
with the issuer of the notes as described in Article 6, Paragraph (4) of the Special Taxation Measures Act, or a
specially-related person of the issuer or (ii) a Japanese financial institution, designated in Article 6, Paragraph (9)
of the Special Taxation Measures Act.
Interest payments on the notes will be subject to Japanese withholding tax unless it is established that the
notes are held by or for the account of a beneficial owner that 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 issuer, (ii) a Japanese financial institution
designated 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 public corporation, a financial institution or a 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 (except as
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 issuer will be subject to deduction in respect of Japanese
income tax at a rate of 15.315% of the amount of such interest.
Representation by Investor upon Distribution
By subscribing to any notes, an investor will be deemed to have represented that it is a beneficial 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 person having a special
relationship with the issuer of the notes as described in Article 6, Paragraph (4) of the Special Taxation Measures
Act or (ii) a Japanese financial institution, designated in Article 6, Paragraph (9) of the Special Taxation
Measures Act.
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the
specific terms of the offering of the notes and also adds to, updates and changes information contained in the
prospectus filed with the SEC dated January 21, 2016, and the documents incorporated by reference in this
prospectus supplement. The second part is the above-mentioned prospectus, to which we refer as the
"accompanying prospectus." The accompanying prospectus contains a description of the senior and subordinated
debt securities and gives more general information, some of which may not apply to the notes. If the description
of the notes in this prospectus supplement differs from the description in the accompanying prospectus, the
description in this prospectus supplement supersedes the description in the accompanying prospectus.
We have not, and the underwriters have not, authorized any other person to provide you with any
information other than that contained in or incorporated by reference into this prospectus supplement, in the
accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have
S-iii


referred you. "Incorporated by reference" means that we can disclose important information to you by referring
you to another document filed separately with the SEC. We are not responsible for, and can provide no assurance
as to the accuracy of, any other information that any other person may give you. We are not making, nor are the
underwriters making, an offer to sell the notes in any jurisdiction where the offer or sale is not permitted. You
should not assume that the information appearing in this prospectus supplement, the accompanying prospectus or
in any free writing prospectus prepared by or on behalf of us or to which we have referred you, including any
information incorporated by reference herein or therein, is accurate as of any date other than its respective date.
Our business, financial condition, results of operations and prospects may have changed since those respective
dates.
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference
herein contain in a number of places forward-looking statements regarding our intent, belief or current
expectations of our management with respect to the future results of operations and financial condition of us,
SMBC and our respective group companies, including without limitation future loan loss provisions and financial
support to borrowers. In many cases but not all, the words "anticipate," "believe," "estimate," "expect," "intend,"
"may," "plan," "probability," "project," "risk," "seek," "should," "target," "will" and similar expressions, as they
relate to us or our management, are intended to identify forward-looking statements. You can also identify
forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements, which
include statements contained in "Item 3. Key Information--Risk Factors," "Item 5. Operating and Financial
Review and Prospects" and "Item 11. Quantitative and Qualitative Disclosures about Credit, Market and Other
Risk" of our annual report on Form 20-F for the fiscal year ended March 31, 2015 and statements contained in
our report on Form 6-K furnished to the SEC on January 21, 2016, reflect our current views with respect to future
events and are subject to risks, uncertainties and assumptions, including the risk factors described in this
prospectus supplement. Should one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those described here as anticipated,
believed, estimated, expected or intended.
We have identified some of the risks inherent in forward-looking statements in "Item 3. Key Information--
Risk Factors" of our most recent annual report on Form 20-F and in the "Risk Factors" section of this prospectus
supplement. Other factors could also adversely affect our results or the accuracy of forward-looking statements in
this prospectus supplement, and you should not consider these to be a complete set of all potential risks or
uncertainties.
The forward-looking statements included or incorporated by reference in this prospectus supplement are
made only as of the dates on which such statements were made. We expressly disclaim any obligation or
undertaking to release any update or revision to any forward-looking statement contained herein to reflect any
change in our expectations with regard thereto or any change in events, conditions or circumstances on which
any statement is based.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
In this prospectus supplement, where information is presented in millions of yen or thousands or millions of
dollars, amounts of less than one thousand or one million, as the case may be, have been truncated. Where
information is presented in billions or trillions of yen or billions of dollars, amounts of less than one billion or
one trillion, as the case may be, have been rounded, except for information of SMBC Nikko Securities Inc., or
SMBC Nikko Securities, the amounts of which have been truncated. Accordingly, the total of each column of
figures may not be equal to the total of the individual items. All percentages have been rounded to the nearest
percent, one-tenth of one percent or one-hundredth of one percent, as the case may be, except for capital ratios,
which have been truncated.
S-iv


Unless otherwise specified or required by the context: references to "days" are to calendar days; references
to "years" are to calendar years and to "fiscal years" are to our fiscal years ending on March 31; references to
"$," "U.S.$," "dollars" and "U.S. dollars" are to United States dollars and references to "yen" and "¥" are to
Japanese yen. Unless otherwise specified, when converting currencies into yen we use Sumitomo Mitsui Banking
Corporation's median exchange rates for buying and selling spot dollars, or other currencies, by telegraphic
transfer against yen as determined at the end of the relevant fiscal period. Unless the context otherwise requires,
"SMFG," the "issuer," "we," "us," "our," and similar terms refer to Sumitomo Mitsui Financial Group, Inc. as
well as to its subsidiaries. References to the "Group" are to us and our subsidiaries and affiliates taken as a
whole. "SMBC" and the "Bank" refer to our main subsidiary, Sumitomo Mitsui Banking Corporation or to
Sumitomo Mitsui Banking Corporation and its subsidiaries, taken as a whole, as the context requires. References
to "non-consolidated" information are to the financial information solely of SMBC.
Our primary financial statements for SEC reporting purposes are prepared on an annual and semi-annual
basis in accordance with International Financial Reporting Standards as issued by the International Accounting
Standards Board, or IFRS, while our financial statements for reporting in our jurisdiction of incorporation and
Japanese bank regulatory purposes are prepared on an annual and quarterly basis in accordance with accounting
principles generally accepted in Japan, or Japanese GAAP.
IFRS and Japanese GAAP differ in certain respects from each other and from generally accepted accounting
principles in the United States, or U.S. GAAP, and in other countries. For a description of certain differences
between IFRS and Japanese GAAP, see "Item 5.A Operating Results--Reconciliation with Japanese GAAP" in
our most recent annual report on Form 20-F filed with the SEC. You should consult your own professional
advisers for a more complete understanding of the differences between IFRS, Japanese GAAP, U.S. GAAP and
the generally accepted accounting principles of other countries and how those differences might affect the
financial information contained or incorporated by reference in this prospectus supplement or the accompanying
prospectus.
Financial information for us contained or incorporated by reference herein is presented in accordance with
IFRS or Japanese GAAP, as specified herein or in the relevant document being incorporated by reference.
Financial information for SMBC contained or incorporated by reference herein is presented in accordance with
Japanese GAAP. See "Incorporation by Reference" for a list of documents being incorporated by reference
herein.
In this prospectus supplement, all of our financial information is presented on a consolidated basis, unless
we state otherwise.
S-v


PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights key information described in greater detail elsewhere, or incorporated by
reference, in this prospectus supplement and the accompanying prospectus. You should read carefully the entire
prospectus supplement, the accompanying prospectus and the documents incorporated by reference before
making an investment decision.
Our Company
We are a joint stock company incorporated with limited liability under the laws of Japan. We are a holding
company that directly owns 100% of the issued and outstanding shares of SMBC, one of the largest commercial
banks in Japan. We are one of the three largest banking groups in Japan, with an established presence across all
of the consumer and corporate banking sectors. In addition to SMBC, our subsidiaries in our commercial banking
business include SMBC Trust Bank Ltd., Kansai Urban Banking Corporation, THE MINATO BANK, LTD.,
Sumitomo Mitsui Banking Corporation Europe Limited and Sumitomo Mitsui Banking Corporation (China)
Limited. Our subsidiaries also include Sumitomo Mitsui Finance and Leasing Company, Limited, or SMFL, in
the leasing business, SMBC Nikko Securities and SMBC Friend Securities Co., Limited, or SMBC Friend
Securities, in the securities business, and Sumitomo Mitsui Card Company, Limited, or Sumitomo Mitsui Card,
Cedyna Financial Corporation, or Cedyna, and SMBC Consumer Finance Co., Ltd., or SMBC Consumer
Finance, in the consumer finance business.
SMBC is one of the world's largest commercial banks on the basis of total assets and provides an extensive
range of consumer and corporate banking services in Japan and wholesale banking services overseas. In Japan, it
has solid franchises in both corporate and consumer banking. The Bank has long-standing and close business
relationships with many companies listed on the First Section of the Tokyo Stock Exchange and long historical
relationships with Sumitomo Group and Mitsui Group companies. The Bank had approximately 28 million
consumer banking customer deposit accounts and approximately 90,000 corporate borrower customers on a non-
consolidated basis as of September 30, 2015.
We plan to continue promoting business collaborations between the Bank and other Group companies and
affiliates, including SMFL, SMBC Nikko Securities and The Japan Research Institute, Limited in the corporate
solutions business and SMBC Nikko Securities, SMBC Friend Securities, Sumitomo Mitsui Card, Cedyna and
SMBC Consumer Finance in providing financial consulting services to individuals.
Our registered head office is located at 1-2, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-0005, Japan. Our
main telephone number is +81-3-3282-8111, and our corporate website is http://www.smfg.co.jp. Information
appearing on our website is not incorporated by reference into this prospectus supplement.
The Offering
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sumitomo Mitsui Financial Group, Inc.
Securities Offered . . . . . . . . . . . . . . . . . . $1,750,000,000 aggregate principal amount of 2.934% senior notes
due March 9, 2021.
$1,500,000,000 aggregate principal amount of 3.784% senior notes
due March 9, 2026.
$750,000,000 aggregate principal amount of senior floating rate notes
due March 9, 2021.
The notes will be issued in fully registered form, without coupons, in
denominations of $2,000 in principal amount and integral multiples of
$1,000 in excess thereof.
S-1


Offering Prices . . . . . . . . . . . . . . . . . . . . 100% for the 5-year notes,
100% for the 10-year notes, and
100% for the floating rate notes,
plus, in each case, accrued interest from March 9, 2016, if settlement
occurs after that date.
Maturity Dates . . . . . . . . . . . . . . . . . . . . . The 5-year notes will mature on March 9, 2021.
The 10-year notes will mature on March 9, 2026.
The floating rate notes will mature on March 9, 2021.
Ranking . . . . . . . . . . . . . . . . . . . . . . . . . . The notes will constitute our direct, unconditional, unsecured and
unsubordinated general obligations and will at all times rank
pari passu without any preference among themselves and with all our
other unsecured obligations, other than our subordinated obligations
and except for statutorily preferred obligations. See "Description of
the Notes--General."
Payment of Principal and Interest for the
Fixed Rate Notes . . . . . . . . . . . . . . . . . Interest on the 5-year notes and the 10-year notes will accrue at the
rates of 2.934% per annum and 3.784% per annum, respectively, in
each case from March 9, 2016.
We will pay interest on the fixed rate notes semiannually in arrears on
March 9 and September 9 of each year, beginning on September 9,
2016, to the persons in whose names the fixed rate notes are
registered as of the close of business on the fifteenth day before the
due date for payment (whether or not a business day). Interest on the
fixed rate notes will be paid to but excluding the relevant interest
payment date. We will compute interest on the fixed rate notes on the
basis of a 360-day year consisting of twelve 30-day months. If any
payment is due on the fixed rate notes on a day that is not a business
day, we will make payment on the date that is the next succeeding
business day.
We will pay 100% of the principal amount of the fixed rate notes at
their respective maturity dates.
See "Description of the Notes--Principal, Maturity and Interest for
the Fixed Rate Notes."
Payment of Principal and Interest for the
Floating Rate Notes . . . . . . . . . . . . . . . Interest on the floating rate notes will accrue at a floating rate per
annum, reset quarterly, equal to the three-month U.S. dollar LIBOR
plus 1.68% from March 9, 2016. LIBOR for each interest period (as
defined herein) will be determined by the calculation agent in
accordance with the terms of the floating rate notes.
We will pay interest on the floating rate notes quarterly in arrears on
March 9, June 9, September 9 and December 9 of each year,
beginning on June 9, 2016, subject to adjustments, to the persons in
S-2


whose names the floating rate notes are registered as of the close of
business on the fifteenth day before the due date for payment
(whether or not a business day).
We will compute interest on the floating rate notes on the basis of the
actual number of days in an interest period and a 360-day year. The
first interest period will begin on and include March 9, 2016 and will
end on but exclude the first interest payment date of the floating rate
notes. The interest rate applicable to the first interest period will be
determined by the calculation agent on March 7, 2016.
If any interest payment date (other than the maturity date) of the
floating rate notes would fall on a day that is not a business day, that
interest payment date will be adjusted to the day that is the next
succeeding business day, unless that business day is in the next
succeeding month, in which case such interest payment date will be
the immediately preceding business day.
The maturity date for the floating rate notes will be March 9, 2021. In
the event March 9, 2021 is not a business day, the payment of interest
and principal in respect of the floating rate notes will be made on the
next succeeding day that is a business day, and no interest on such
payment shall accrue for the period from and after March 9, 2021.
We will pay 100% of the principal amount of the floating rate notes at
the maturity date.
See "Description of the Notes--Principal, Maturity and Interest for
the Floating Rate Notes" and "Description of the Notes--
Determination of Floating Interest Rate."
Redemption for Taxation Reasons . . . . . The notes of each series may be redeemed at our option, in whole, but
not in part, at any time, subject to prior confirmation of the Financial
Services Agency of Japan, or the FSA (if such confirmation is
required under applicable Japanese laws or regulations then in effect),
on giving not less than thirty (30) nor more than sixty (60) days'
notice of redemption to the holders (which notice shall be irrevocable
and shall conform to all requirements with respect to such notice as
set forth in the indenture) at a redemption price equal to 100% of the
principal amount of the relevant notes together with interest accrued
to the date fixed for redemption and any additional amounts thereon,
if we have been or will become obliged to pay additional amounts as
described under "Description of the Debt Securities--Taxation and
Additional Amounts" in the accompanying prospectus as a result of
any change in, or amendment to, the laws or regulations of Japan or
any political subdivision or any authority thereof or therein having
power to tax, or any change in application or official interpretation of
such laws or regulations, which change or amendment becomes
S-3


effective on or after the original issuance date of the notes of the
relevant series and such obligation cannot be avoided by the taking of
reasonable measures available to us; provided, that no such notice of
redemption shall be given sooner than ninety (90) days prior to the
earliest date on which we would be obliged to pay such additional
amounts were a payment then due in respect of the relevant notes. See
"Description of the Notes--Redemption for Taxation Reasons."
Events of Default and Remedies . . . . . . . The following will be events of default with respect to the notes of a
series:
· Default shall be made for more than 15 days in the payment of
principal and premium, if any, and for more than 30 days in the
payment of interest in respect of any of the notes of such series;
· We shall have defaulted in the performance or observance of any
covenant, condition or provision contained in the notes of such
series or in the Indenture in respect of the notes of such series for a
period of 90 days after written notification requesting such default
to be remedied by us shall first have been given to us by the trustee
or holders of at least 25% in principal amount of the then
outstanding notes of such series; or
· Certain events of bankruptcy, insolvency, reorganization or
liquidation under bankruptcy, civil rehabilitation, reorganization or
insolvency law of Japan shall have occurred with respect to us or
an effective resolution shall have been passed by us for our
winding up or dissolution.
See "Description of the Notes--Events of Default and Remedies."
Each holder and the trustee acknowledge, consent and agree (a) for a
period of 30 days following the date upon which the Prime Minister of
Japan, or the Prime Minister, confirms that any of the measures set
forth in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act
of Japan, or the Deposit Insurance Act (or any successor provision
thereto), or Specified Item 2 Measures (tokutei dai nigo sochi), should
be applied to us, not to initiate any action to attach any assets, the
attachment of which has been prohibited by designation of the Prime
Minister pursuant to Article 126-16 of the Deposit Insurance Act (or
any successor provision thereto) and (b) to any transfer of our assets
(including shares of our subsidiaries) or liabilities, or any portions
thereof, effected with permission of a Japanese court in accordance
with Article 126-13 of the Deposit Insurance Act (or any successor
provision thereto), and that any such transfer shall not constitute a sale
or disposal of our properties or assets for the purpose of the restrictions
described in "Description of the Debt Securities--Consolidation,
Merger, Sale or Conveyance" in the accompanying prospectus.
Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . 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.
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Global Security . . . . . . . . . . . . . . . . . . . . The notes of each series will be initially represented by one or more
global certificates in definitive, fully registered form without interest
coupons, or global securities. The global securities will be deposited
upon issuance with the custodian for DTC and registered in the name
of DTC or its nominee. Beneficial interests in the global securities
may be held only through DTC (or any successor clearing system that
holds global securities) and its participants, including Euroclear and
Clearstream.
The security numbers for the notes are:
5-year notes
10-year notes
Floating rate notes
CUSIP No.: . . . . . .
86562M AB6
86562M AC4
86562M AD2
ISIN: . . . . . . . . . . . US86562MAB63 US86562MAC47 US86562MAD20
Common Code: . . .
136231898
136231901
137465604
Beneficial interests in the global securities will be shown on, and
transfers thereof will be effected only through, records maintained by
the depositaries and their participants. The sole holder of the notes
represented by a global security will at all times be DTC or its
nominee (or a successor of DTC or its nominee), and voting and other
consensual rights of holders of each series of the notes will be
exercisable by beneficial owners of the notes only indirectly through
the rules and procedures of the depositaries from time to time in
effect. Beneficial interests in the global securities may not be
exchanged for definitive notes except in the limited circumstances
described under "Description of the Debt Securities--Form,
Book-entry and Transfer" in the accompanying prospectus.
Use of Proceeds . . . . . . . . . . . . . . . . . . . . We intend to use the net proceeds of this offering to extend senior
unsecured loans to the Bank. The Bank intends to use the proceeds of
the loans for general corporate purposes.
Trustee, Paying Agent, Transfer Agent,
Registrar and Calculation Agent . . . . . The Bank of New York Mellon will act as the trustee, paying agent,
transfer agent and registrar for each series of the notes and as
calculation agent for the floating rate notes.
Conflicts of Interest . . . . . . . . . . . . . . . . . SMBC Nikko Securities America, Inc. is an affiliate of ours and, as a
result, has a "conflict of interest" under Rule 5121 of the Financial
Industry Regulatory Authority, Inc. (FINRA), or Rule 5121.
Consequently, this offering is being conducted in compliance with the
provisions of Rule 5121. Because this offering is of notes that are
rated investment grade, pursuant to Rule 5121, the appointment of a
"qualified independent underwriter" is not necessary. See
"Underwriting (Conflicts of Interest)" beginning on page S-41 of this
prospectus supplement.
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