Bond Sumitomo Mitsui Financial Group 3.944% ( US86562MBC38 ) in USD

Sumitomo Mitsui Financial Group

99.792 % ▼

Japan

US86562MBC38 ( in USD )

3.944% per year ( payment 2 times a year)

19/07/2028

Prospectus brochure of the bond Sumitomo Mitsui FG US86562MBC38 en USD 3.944%, maturity 19/07/2028

2 000 USD

750 000 000 USD

86562MBC3

A- ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

19/01/2026 ( In 35 days )

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 issued a USD 750,000,000 bond (CUSIP: 86562MBC3, ISIN: US86562MBC38) maturing July 19, 2028, currently trading at 97.442% with a 3.944% coupon, paying semi-annually, and rated A- by S&P and A1 by Moody's, with a minimum purchase size of 2,000.

PROSPECTUS SUPPLEMENT
424B2 1 d887212d424b2.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 3.748% Senior Notes due 2023

$ 750,000,000
$ 93,375
U.S.$750,000,000 3.944% Senior Notes due 2028

$ 750,000,000
$ 93,375
U.S.$500,000,000 Senior Floating Rate Notes due 2023

$ 500,000,000
$ 62,250

(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 3.748% Senior Notes due 2023
U.S.$750,000,000 3.944% Senior Notes due 2028
U.S.$500,000,000 Senior Floating Rate Notes due 2023

We will issue an aggregate principal amount of U.S.$750,000,000 of senior notes due July 19, 2023, or the 5-year notes, and an aggregate principal amount of
U.S.$750,000,000 of senior notes due July 19, 2028, 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 July 19, 2018, at an annual rate of 3.748% and 3.944%, respectively, payable semiannually in arrears on January 19 and July 19 of each year, beginning on
January 19, 2019.
We will issue an aggregate principal amount of U.S.$500,000,000 of senior floating rate notes due July 19, 2023, or the floating rate notes, and together with the fixed rate
notes, the notes. The floating rate notes will bear interest commencing July 19, 2018 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 0.86% payable quarterly in arrears on January 19, April 19, July 19 and October
19 of each year, beginning on October 19, 2018, 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

Public offering price(1)

100%

100%

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

0.35%

0.45%

0.35%
U.S.$
7,750,000
Proceeds, before expenses, to SMFG(1)

99.65%

99.55%

99.65%
U.S.$1,992,250,000

(1)
Plus accrued interest from July 19, 2018, if settlement occurs after that date.
(2)
For additional underwriting compensation information, see "Underwriting (Conflicts of Interest)."
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PROSPECTUS SUPPLEMENT
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 July
19, 2018.
Joint Lead Managers and Joint Bookrunners

SMBC Nikko

Goldman Sachs & Co. LLC
BofA Merrill Lynch

Citigroup
Senior Co-Managers

Barclays

J.P. Morgan

Nomura
Co-Managers

Daiwa Capital Markets

HSBC

BNY Mellon Capital Markets, LLC
RBC Capital Markets

Standard Chartered Bank

Wells Fargo Securities
Prospectus Supplement dated July 12, 2018
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-19
Selected Financial and Other Information (IFRS)
S-20
Supplemental Financial and Other Information (Japanese GAAP)
S-22
Supervision and Regulation
S-27
Description of the Notes
S-29
Taxation
S-35
Benefit Plan Investor Considerations
S-43
Underwriting (Conflicts of Interest)
S-45
Listing and General Information
S-52
Legal Matters
S-53
Incorporation By Reference
S-54

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
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Legal Matters

27
Enforcement of Civil Liabilities

27
Where You Can Find More Information

27

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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, except as specifically permitted under 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% (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, or MiFID
II; or (ii) a customer within the meaning of Directive 2002/92/EC, as amended, or the Insurance Mediation Directive, where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC, as
amended, or the Prospectus Directive. Consequently no key information document required by Regulation (EU) No 1286/2014, 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.
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.

S-iii
Table of Contents
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 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, 2018, 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.

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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 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.
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
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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. "SMBC" refers to Sumitomo Mitsui Banking Corporation,
which is one of our commercial banking subsidiaries, or to Sumitomo Mitsui Banking Corporation and its subsidiaries, taken as a whole, as the context

S-v
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requires. References to "non-consolidated" information are to the financial information solely of SMBC. References to the "SMBC Group" are to us and
our subsidiaries and affiliates taken as a whole.
In this prospectus supplement, all of our financial information is presented on a consolidated basis, unless we state otherwise.

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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, we are a holding company for SMBC Trust Bank Ltd., or SMBC Trust Bank,
Sumitomo Mitsui Finance and Leasing Company, Limited, or SMFL, SMBC Nikko Securities, Sumitomo Mitsui Card Company, Limited, or
Sumitomo Mitsui Card, Cedyna Financial Corporation, or Cedyna, SMBC Consumer Finance Co., Ltd., or SMBC Consumer Finance, The Japan
Research Institute, Limited, or The Japan Research Institute, Sumitomo Mitsui Asset Management Company, Limited, or SMAM, and other
subsidiaries and affiliates. Through our subsidiaries and affiliates, we offer a diverse range of financial services, including commercial banking,
leasing, securities, consumer finance and other services.
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. SMBC
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. SMBC had approximately 27 million consumer banking customer deposit accounts
and approximately 80,000 domestic corporate borrower customers on a non-consolidated basis as of March 31, 2018.
We continue promoting business collaborations among SMBC Group companies, including SMBC, SMBC Trust Bank, SMFL, SMBC Nikko
Securities, The Japan Research Institute and SMAM in the corporate solutions business and SMBC, SMBC Trust Bank, SMBC Nikko Securities,
Sumitomo Mitsui Card, Cedyna, SMBC Consumer Finance and SMAM 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
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+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.

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The Offering
U.S.$750,000,000 3.748% Senior Notes due 2023

Securities Offered
$750,000,000 aggregate principal amount of 3.748% senior notes due July 19, 2023.

Offering Price
100% of the principal amount plus accrued interest from July 19, 2018, if settlement occurs
after that date.

Maturity
The 5-year notes will mature on July 19, 2023.

Payment of Principal and Interest for the 5-year Notes
Interest on the 5-year notes will accrue at the rate of 3.748% per annum from July 19, 2018.

We will pay interest on the 5-year notes semiannually in arrears on January 19 and July 19 of
each year, beginning on January 19, 2019, 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. Payments postponed to the next
succeeding business day in this situation will be treated as if they were made on the original

due date. Postponement of this kind will not result in a default under the notes, and no
interest will accrue on the postponed amount from the original due date to the next
succeeding business day.

We will pay 100% of the principal amount of the 5-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 5-year notes are:

CUSIP No.:

86562M BB5

ISIN:

US86562MBB54

Common Code:

185315584

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.$750,000,000 3.944% Senior Notes due 2028

Securities Offered
$750,000,000 aggregate principal amount of 3.944% senior notes due July 19, 2028.

Offering Price
100% of the principal amount plus accrued interest from July 19, 2018, if settlement occurs
after that date.

Maturity
The 10-year notes will mature on July 19, 2028.

Payment of Principal and Interest for the 10-year Notes Interest on the 10-year notes will accrue at the rate of 3.944% per annum from July 19, 2018.

We will pay interest on the 10-year notes semiannually in arrears on January 19 and July 19
of each year, beginning on January 19, 2019, 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. Payments postponed to the next
succeeding business day in this situation will be treated as if they were made on the original

due date. Postponement of this kind will not result in a default under the notes, and no
interest will accrue on the postponed amount from the original due date to 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 BC3

ISIN:

US86562MBC38

Common Code:

185334210

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 of the Debt
Securities" in the accompanying prospectus.

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U.S.$500,000,000 Senior Floating Rate Notes due 2023

Securities Offered
$500,000,000 aggregate principal amount of senior floating rate notes due July 19, 2023.

Offering Price
100% of the principal amount plus accrued interest from July 19, 2018, if settlement occurs
after that date.

Maturity
The floating rate notes will mature on July 19, 2023.

Payment of Principal and Interest for the Floating Rate
Interest on the floating rate notes will accrue at a floating rate per annum, reset quarterly,
Notes
equal to the three-month U.S. dollar LIBOR plus 0.86% from July 19, 2018. 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.
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We will pay interest on the floating rate notes quarterly in arrears on January 19, April 19,
July 19 and October 19 of each year, beginning on October 19, 2018, 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

July 19, 2018 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 July 17, 2018.

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 July 19, 2023. In the event July 19, 2023
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 July 19, 2023.

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."

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Security Numbers
The security numbers for the floating rate notes are:

CUSIP No.:

86562M BA7

ISIN:

US86562MBA71

Common Code:

185315541

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.
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PROSPECTUS SUPPLEMENT

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 accrued and unpaid interest to (but excluding) the date fixed for redemption
and any additional amounts thereon, if we have been or will become obliged to pay
additional amounts as described in "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 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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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 from
and including the date upon which the Prime Minister of Japan, or the Prime Minister,
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PROSPECTUS SUPPLEMENT
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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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.

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 SMBC.
SMBC intends to use the proceeds of the loans for general corporate purposes.

Trustee, Paying Agent, Transfer Agent and Registrar
The Bank of New York Mellon will act as the trustee, paying agent, transfer agent and
registrar for each series of the 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)."

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Document Outline

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