Bond Sumitomo Mitsui FG Inc. 3.446% ( US86562MAN02 ) in USD

Sumitomo Mitsui FG Inc.

100 % ▲

Japan

US86562MAN02 ( in USD )

3.446% per year ( payment 2 times a year)

11/01/2027

Prospectus brochure of the bond SUMITOMO MITSUI FINANCIAL GROUP INC US86562MAN02 en USD 3.446%, maturity 11/01/2027

2 000 USD

1 250 000 000 USD

86562MAN0

A- ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

11/07/2025 ( In 66 days )

Sumitomo Mitsui Financial Group, Inc. (SMFG) is a major Japanese financial services holding company offering a wide range of banking, securities, and insurance services both domestically and internationally.

The Bond issued by Sumitomo Mitsui FG Inc. ( Japan ) , in USD, with the ISIN code US86562MAN02, pays a coupon of 3.446% per year.
The coupons are paid 2 times per year and the Bond maturity is 11/01/2027

The Bond issued by Sumitomo Mitsui FG Inc. ( Japan ) , in USD, with the ISIN code US86562MAN02, was rated A1 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Sumitomo Mitsui FG Inc. ( Japan ) , in USD, with the ISIN code US86562MAN02, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 d215986d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Title Of Each Class
Maximum Aggregate
Amount Of
Of Securities To Be Registered

Offering Price
Registration Fee(1)
U.S.$750,000,000 2.846% Senior Notes due 2022
$ 750,000,000 $ 86,925
U.S.$1,250,000,000 3.446% Senior Notes due 2027
$ 1,250,000,000 $ 144,875
U.S.$250,000,000 Senior Floating Rate Notes due 2022
$ 250,000,000 $ 28,975

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-209069
PROSPECTUS SUPPLEMENT
(To prospectus dated January 21, 2016)

Sumitomo Mitsui Financial Group, Inc.
(incorporated under the laws of Japan with limited liability)
U.S.$750,000,000 2.846% Senior Notes due 2022
U.S.$1,250,000,000 3.446% Senior Notes due 2027
U.S.$250,000,000 Senior Floating Rate Notes due 2022

We will issue an aggregate principal amount of U.S.$750,000,000 of senior notes due January 11, 2022, or the 5-year notes, and an aggregate principal amount of
U.S.$1,250,000,000 of senior notes due January 11, 2027, 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 January 12, 2017, at an annual rate of 2.846% and 3.446%, respectively, payable semiannually in arrears on January 11 and July 11 of
each year, beginning on July 11, 2017.
We will issue an aggregate principal amount of U.S.$250,000,000 of senior floating rate notes due January 11, 2022, or the floating rate notes, and together with the
fixed rate notes, the notes. The floating rate notes will bear interest commencing January 12, 2017 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 0.97% payable quarterly in arrears on January 11,
April 11, July 11 and October 11 of each year, beginning on April 11, 2017, 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", 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-9 of this prospectus supplement before making any decision to invest in the notes.

Per 5-year
Per 10-year
Per floating

note

note

rate note
Total

(1)
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Public offering price

100%

100%

100%
U.S.$2,250,000,000
Underwriting commissions(2)

0.35%

0.45%

0.35%
U.S.$
9,125,000
Proceeds, before expenses, to SMFG(1)

99.65%

99.55%

99.65%
U.S.$2,240,875,000

(1) Plus accrued interest from January 12, 2017, 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 SA/NV, or Euroclear, and Clearstream Banking S.A., 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 January 12, 2017.
Joint Lead Managers and Joint Bookrunners

Goldman, Sachs & Co.

SMBC Nikko
Citigroup

J.P. Morgan
Senior Co-Managers

Barclays

BofA Merrill Lynch

Nomura
Co-Managers

Daiwa Capital Markets

HSBC

Natixis

RBC Capital Markets

Standard Chartered Bank

Wells Fargo Securities
Prospectus Supplement dated January 5, 2017
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Prospectus Supplement Summary
S-1
Risk Factors
S-9
Use of Proceeds
S-15
Exchange Rates
S-16
Capitalization and Indebtedness
S-17
Ratio of Earnings to Fixed Charges
S-18
Selected Financial and Other Information (IFRS)
S-19
Supplemental Financial and Other Information (Japanese GAAP)
S-21
Supervision and Regulation
S-27
Recent Developments
S-29
Description of the Notes
S-30
Taxation
S-36
Underwriting (Conflicts of Interest)
S-44
Listing and General Information
S-51
Legal Matters
S-52
Incorporation By Reference
S-53

Prospectus

Page
About This Prospectus

1
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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
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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 by the underwriters under the applicable underwriting agreement 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 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 (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 dated January 21, 2016 and filed with the SEC on the same
date, 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.
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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

S-iii
Table of Contents
accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have 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.
Copies of the documents incorporated by reference in this prospectus supplement as of the date of this prospectus supplement will be
available free of charge at the offices of the trustee and on the website of the Luxembourg Stock Exchange (www.bourse.lu). This prospectus
supplement may only be used for the purposes for which it has been published.
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, 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
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

S-iv
Table of Contents
Standards Board, or IFRS, while our financial statements for reporting in our jurisdiction of incorporation and Japanese bank regulatory purposes
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are prepared on an annual and quarterly basis in accordance with accounting principles generally accepted in Japan, or Japanese GAAP.
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.
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.
In this prospectus supplement, where IFRS financial information is presented in millions, billions or trillions of yen or thousands, millions or
billions of dollars, amounts of less than one thousand, one million, one billion or one trillion, as the case may be, have been rounded. Where
Japanese GAAP financial 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 Japanese GAAP financial 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.
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, references to "yen" and "¥" are to Japanese yen and references to "" are to the euro, the currency of those member states of the European
Union that are participating in the European Economic and Monetary Union pursuant to the Treaty on European Union. 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.
In this prospectus supplement, all of our financial information is presented on a consolidated basis, unless we state otherwise.

S-v
Table of Contents
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 in December 2002 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, which is one of the largest commercial banks in Japan and can trace
the origin of its banking business back to the seventeenth century. 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., or SMBC Trust Bank, 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.
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SMBC is one of the world's largest commercial banks on the basis of total assets and provides an extensive range of corporate and
consumer 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 86,000 domestic corporate borrower customers on a non-consolidated basis as
of September 30, 2016.
We continue promoting business collaborations among Group companies, including SMBC, SMBC Trust Bank, SMFL, SMBC Nikko
Securities and The Japan Research Institute, Limited in the corporate solutions business and SMBC, SMBC Trust Bank, 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.
Concurrent Senior Notes Offering by SMBC
SMBC regularly issues senior debt securities. On January 5, 2017, SMBC announced its intention to issue certain series of senior notes,
or the SMBC notes, exempt from registration with the SEC pursuant to Section 3(a)(2) of the U.S. Securities Act of 1933, as amended, or the
Securities Act, pursuant to its Global Medium Term Notes Program. SMBC intends to use the proceeds therefrom for its general corporate
purposes. The pricing of the offering of the SMBC notes and the delivery of the SMBC notes are expected to occur at a similar timing as the
offering of the notes. No SMBC notes are being offered hereby. The closing of the offering of the SMBC notes is not conditional upon the
closing of the offering of the notes, and vice versa.

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The Offering
U.S.$750,000,000 2.846% Senior Notes due 2022

Securities Offered
$750,000,000 aggregate principal amount of 2.846% senior notes due January 11, 2022.

Offering Price
100% of the principal amount plus accrued interest from January 12, 2017, if settlement
occurs after that date.

Maturity
The 5-year notes will mature on January 11, 2022.

Payment of Principal and Interest for the 5-year NotesInterest on the 5-year notes will accrue at the rate of 2.846% per annum from
January 12, 2017.

We will pay interest on the 5-year notes semiannually in arrears on January 11 and
July 11 of each year, beginning on July 11, 2017, to the persons in whose names the
5-year 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 5-year notes will be

paid to but excluding the relevant interest payment date. We will compute interest on the
5-year notes on the basis of a 360-day year consisting of twelve 30-day months. If any
payment is due on the 5-year 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 5-year notes at the maturity date.
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See "Description of the Notes--Principal, Maturity and Interest for the Fixed Rate

Notes."

Security Numbers
The security numbers for the 5-year notes are:

CUSIP No.:

86562M AM2

ISIN:

US86562MAM29

Common Code:

154155660

Other Terms
For more information on the terms of the 5-year notes, see "--General Terms of the
Notes" and "Description of the Notes" in this prospectus supplement and "Description
of the Debt Securities" in the accompanying prospectus.

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U.S.$1,250,000,000 3.446% Senior Notes due 2027

Securities Offered
$1,250,000,000 aggregate principal amount of 3.446% senior notes due January 11,
2027.

Offering Price
100% of the principal amount plus accrued interest from January 12, 2017, if settlement
occurs after that date.

Maturity
The 10-year notes will mature on January 11, 2027.

Payment of Principal and Interest for the 10-year
Interest on the 10-year notes will accrue at the rate of 3.446% per annum from
Notes
January 12, 2017.

We will pay interest on the 10-year notes semiannually in arrears on January 11 and
July 11 of each year, beginning on July 11, 2017, to the persons in whose names the
10-year 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 10-year notes will

be paid to but excluding the relevant interest payment date. We will compute interest on
the 10-year notes on the basis of a 360-day year consisting of twelve 30-day months. If
any payment is due on the 10-year 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 10-year notes at the maturity date.

See "Description of the Notes--Principal, Maturity and Interest for the Fixed Rate

Notes."

Security Numbers
The security numbers for the 10-year notes are:

CUSIP No.:

86562M AN0

ISIN:

US86562MAN02

Common Code:

154156089

Other Terms
For more information on the terms of the 10-year notes, see "--General Terms of the
Notes" and "Description of the Notes" in this prospectus supplement and "Description
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of the Debt Securities" in the accompanying prospectus.

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Table of Contents
U.S.$250,000,000 Senior Floating Rate Notes due 2022

Securities Offered
$250,000,000 aggregate principal amount of senior floating rate notes due January 11,
2022.

Offering Price
100% of the principal amount plus accrued interest from January 12, 2017, if settlement
occurs after that date.

Maturity
The floating rate notes will mature on January 11, 2022.

Payment of Principal and Interest for the Floating
Interest on the floating rate notes will accrue at a floating rate per annum, reset
Rate Notes
quarterly, equal to the three-month U.S. dollar LIBOR plus 0.97% from January 12,
2017. 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 January 11,
April 11, July 11 and October 11 of each year, beginning on April 11, 2017, subject to

adjustments, to the persons in 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 January 12, 2017 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 January 10, 2017.

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 January 11, 2022. In the event
January 11, 2022 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 January 11,
2022.

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."

S-4
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Table of Contents
Security Numbers
The security numbers for the floating rate notes are:

CUSIP No.:

86562M AL4

ISIN:

US86562MAL46

Common Code:

154156062

Other Terms
For more information on the terms of the floating rate notes, see "--General Terms of
the Notes" and "Description of the Notes" in this prospectus supplement and
"Description of the Debt Securities" in the accompanying prospectus.

Calculation Agent
The Bank of New York Mellon will act as calculation agent for the floating rate notes.

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General Terms of the Notes

Issuer
Sumitomo Mitsui Financial Group, Inc.

Securities Offered
We will offer the notes set forth in the applicable pricing term sheet and on the cover
page of this prospectus supplement in accordance with the terms set forth in the
applicable pricing term sheet and in this prospectus supplement and the accompanying
prospectus.

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.

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."

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 (as defined in
"Description of the Notes--General") 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
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PROSPECTUS SUPPLEMENT
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."

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Table of Contents
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 (as defined in
"Description of the Notes--General") 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
from and including 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, with
permission of a Japanese court in accordance with Article 126-13 of the Deposit
Insurance Act (or any successor provision thereto), including any such transfer made
pursuant to the authority of the Deposit Insurance Corporation of Japan, or the DIC, to
represent and manage and dispose of our assets under Article 126-5 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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Document Outline

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