Bond Sumitomo Mitsui Financial Group 2.296% ( US86562MCF59 ) in USD

Issuer Sumitomo Mitsui Financial Group
Market price refresh price now   70.44 %  ▼ 
Country  Japan
ISIN code  US86562MCF59 ( in USD )
Interest rate 2.296% per year ( payment 2 times a year)
Maturity 11/01/2041



Prospectus brochure of the bond Sumitomo Mitsui FG US86562MCF59 en USD 2.296%, maturity 11/01/2041


Minimal amount /
Total amount /
Next Coupon 12/07/2026 ( In 155 days )
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 Financial Group Inc. issued a USD-denominated bond (ISIN: US86562MCF59) maturing on November 1, 2041, currently trading at 68.19% of par value, offering a 2.296% coupon rate with semi-annual payments.







PROSPECTUS SUPPLEMENT
(To prospectus dated December 20, 2018)
Sumitomo Mitsui Financial Group, Inc.
(incorporated under the laws of Japan with limited liability)
U.S.$500,000,000 0.508% Senior Notes due 2024
U.S.$1,000,000,000 0.948% Senior Notes due 2026
U.S.$500,000,000 1.710% Senior Notes due 2031
U.S.$500,000,000 2.296% Senior Notes due 2041
We expect to issue an aggregate principal amount of U.S.$500,000,000 of senior notes due January 12, 2024, or the 3-year notes, an aggregate
principal amount of U.S.$1,000,000,000 of senior notes due January 12, 2026, or the 5-year notes, an aggregate principal amount of
U.S.$500,000,000 of senior notes due January 12, 2031, or the 10-year notes, and an aggregate principal amount of U.S.$500,000,000 of senior notes
due January 12, 2041, or the 20-year notes, and together with the 3-year notes, the 5-year notes and the 10-year notes, the notes. The 3-year notes, the
5-year notes, the 10-year notes and the 20-year notes will bear interest commencing January 12, 2021, at an annual rate of 0.508%, 0.948%, 1.710%
and 2.296%, respectively, payable semiannually in arrears on January 12 and July 12 of each year, beginning on July 12, 2021.
We intend to use the net proceeds from the sale of the 3-year notes to extend unsecured loans, intended to qualify as internal TLAC, to
Sumitomo Mitsui Banking Corporation, or SMBC. SMBC intends to use the proceeds of the loans to finance, in whole or in part, existing and future
qualifying environmentally-related projects, which we refer to as "Eligible Green Projects," defined under the Green Bond Framework adopted by us
and SMBC. See "Use of Proceeds--Use of Proceeds for the 3-year Notes." We intend to use the net proceeds from the sale of the 5-year notes, the
10-year notes and the 20-year notes to extend unsecured loans, intended to qualify as internal TLAC (defined herein), to SMBC.
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.$200,000 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 Directive 2014/65/EU. This prospectus supplement constitutes a prospectus for purposes of Part IV of
the Luxembourg law on prospectus securities dated July 16, 2019.
This prospectus supplement does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129.
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-15 of this prospectus supplement before making any decision to invest in the notes.
Per 3-year
Per 5-year
Per 10-year Per 20-year
note
note
note
note
Total
Public offering price(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100%
100%
100%
100%
U.S.$2,500,000,000
Underwriting commissions(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.225%
0.350%
0.450%
0.750%
U.S.$
10,625,000
Proceeds, before expenses, to SMFG(1) . . . . . . . . . . . . . . . . . . . . . . . . . .
99.775%
99.650%
99.550%
99.250%
U.S.$2,489,375,000
(1) Plus accrued interest from January 12, 2021, 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, 2021.
5-year Notes, 10-year Notes and 20-year Notes
Joint Lead Managers and Joint Bookrunners
SMBC NIKKO
Goldman Sachs & Co. LLC
Citigroup
J.P. Morgan
Co-Managers
Barclays
BofA Securities
Nomura
BNY Mellon Capital Markets LLC
Daiwa Capital Markets
HSBC
ICBC (Asia)
RBC Capital Markets
3-year Notes
Joint Lead Managers and Joint Bookrunners
SMBC NIKKO
BofA Securities
Credit Agricole CIB
(Joint Green Structuring Agents)
(Joint Green Structuring Agents)
Prospectus Supplement dated January 4, 2021


TABLE OF CONTENTS
Prospectus Supplement
Page
Prospectus Supplement Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-15
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-21
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-25
Selected Financial and Other Information (IFRS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-27
Supplemental Financial and Other Information (Japanese GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-29
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-36
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-39
Benefit Plan Investor Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-46
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-48
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-55
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-57
Incorporation By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-58
Prospectus
Page
About This Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Cautionary Statement Regarding Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Sumitomo Mitsui Financial Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Description of the Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
Benefit Plan Investor Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
Plan of Distribution (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24
Market-Making Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 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. Notwithstanding the restriction set forth in (ii) above, pursuant to the
Special Taxation Measures Act, SMBC Nikko Capital Markets Limited and SMBC Nikko Securities America,
Inc., each acting in its capacity as an underwriter, will be permitted to acquire or purchase, as part of the
distribution under the underwriting agreement of the notes, the remainder of the notes from any of the other
underwriters, where such other underwriter has failed to sell to subsequent purchasers all of the notes that it
acquired or purchased from us in its capacity as an underwriter.
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, a Japanese financial institution or a
Japanese financial instruments business operator described in Article 3-3, Paragraph (6) of the Special Taxation
Measures Act which complies with the requirement for tax exemption under that paragraph.
Interest payments on the notes to an individual resident of Japan, to a Japanese corporation (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.
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.
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 (EU) 2016/97, or the Insurance Distribution
Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014, as
amended, or the PRIIPs Regulation, for offering or selling the notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
S-iii


PROHIBITION OF SALES TO U.K. RETAIL INVESTORS--The notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom, or the U.K. For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018, or the EUWA; (ii) a customer within the
meaning of the provisions of the Financial Services and Markets Act 2000, as amended, or the FSMA, and any
rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA. Consequently no key information document required by the
PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA, or the U.K. PRIIPs Regulation, for
offering or selling the notes or otherwise making them available to retail investors in the U.K. has been prepared
and therefore offering or selling the notes or otherwise making them available to any retail investor in the U.K.
may be unlawful under the U.K. PRIIPs Regulation.
NOTIFICATION UNDER SECTION 309B OF THE SFA--In connection with Section 309B of the
Securities and Futures Act (Chapter 289) of Singapore, or the SFA, and the Securities and Futures (Capital
Markets Products) Regulations 2018 of Singapore, or the CMP Regulations 2018, we have determined, and
hereby notify all relevant persons (as defined in Section 309(A)(1) of the SFA), that the notes are "prescribed
capital markets products" (as defined in the CMP Regulations 2018) and Excluded Investment Products (as
defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).
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 December 20, 2018 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.
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.
S-iv


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, 2020, 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
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.
S-v


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. "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
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.
S-vi


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, SMBC Consumer Finance Co.,
Ltd., or SMBC Consumer Finance, The Japan Research Institute, Limited, or The Japan Research Institute,
Sumitomo Mitsui DS Asset Management Company, Limited, or SMDAM, 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.
We continue promoting business collaborations among SMBC Group companies, including SMBC, SMBC
Trust Bank, SMFL, SMBC Nikko Securities, The Japan Research Institute and SMDAM in the corporate
solutions business and SMBC, SMBC Trust Bank, SMBC Nikko Securities, Sumitomo Mitsui Card, SMBC
Consumer Finance and SMDAM 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 https://www.smfg.co.jp. Information
appearing on our website is not incorporated by reference into this prospectus supplement.
Recent Developments and Outlook
Impact of the COVID-19 Pandemic on Our Financial Results for the Six Months Ended September 30, 2020
We are closely monitoring developments related to the COVID-19 pandemic to assess its ongoing impact on
our business. Since the onset of the COVID-19 outbreak, our business has been subject to a variety of adverse
impacts, including to our financial results for the fiscal year ended March 31, 2020. See "Item 3.D. Key
Information--Risk Factors" and "Item 5. Operating and Financial Review and Prospects" in our most recent
annual report on Form 20-F filed with the SEC, which is incorporated by reference herein.
Our financial results for the six months ended September 30, 2020 continued to be affected by the
COVID-19 pandemic and its impacts on global and Japanese economic conditions. Positive contributions to our
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financial results included strong performance in the Global Markets Business Unit due to gains on sales of bonds
in the low interest rate environment overseas and recovery across the Retail, Wholesale and Global Business
Units in the second quarter (July to September), while negative contributions included decreases in card loan
client origination, fees from credit card sales and wholesale non-interest income, as well as an increase in credit
costs, including write-offs and an increase in the provision for loan losses.
These factors are reflected in our financial results as reported under IFRS and Japanese GAAP for the six
months ended September 30, 2020. As explained in "Presentation of Financial and Other Information," our
primary financial statements for SEC reporting purposes are prepared in accordance with IFRS, while our
financial statements for financial reporting purposes in Japan are prepared in accordance with Japanese GAAP.
Our results of operations under IFRS (specifically, total operating income and profit attributable to
shareholders of SMFG) improved compared to the six months ended September 30, 2019. For more information,
refer to "Financial Review--Recent Developments--Operating Results and Financial Condition" in our report on
Form 6-K furnished to the SEC on December 23, 2020. By contrast, our results of operations under Japanese
GAAP (specifically, consolidated gross profit and profit attributable to owners of parent) declined slightly when
compared to the six months ended September 30, 2019. See "Supplemental Financial and Other Information
(Japanese GAAP)."
Historically, there have been differences in our reported results of operations under IFRS and Japanese
GAAP. For example, in the fiscal year ended March 31, 2020, there was a significant difference in the
calculation of the allowance for loan losses, which partially reflects a methodological difference in the way that
IFRS and Japanese GAAP incorporate information about the external environment, including the impact of the
COVID-19 pandemic on the economic outlook, in credit risk assessments. As a result, we recorded significantly
higher provisions for loan losses under IFRS than under Japanese GAAP for the fiscal year ended March 31,
2020. See "Item 5. Operating and Financial Review and Prospects--Overview--Critical Accounting Estimates
and Judgments--Allowance for Loan Losses" in our most recent annual report on Form 20-F. Accounting
differences including methodological differences such as this may continue to result in variances in our reported
financial results under IFRS and Japanese GAAP. See "Item 5.A. Operating Results--Reconciliation with
Japanese GAAP" in our most recent annual report on Form 20-F for a summary of certain differences between
IFRS and Japanese GAAP.
Outlook for the Fiscal Year Ending March 31, 2021
On a Japanese GAAP basis, we are expecting the COVID-19 pandemic to have a substantial negative
impact on our consolidated earnings and profitability for the fiscal year ending March 31, 2021 (as compared to
the prior fiscal year). We expect the impact will primarily be due to a decrease in consolidated net business profit
resulting from lower profit in our businesses and an increase in credit costs and the provision for loan losses,
reflecting continuing uncertainty in the macroeconomic environment as well as a resurgence of COVID-19 cases.
We also expect an increase in risk-weighted assets which will have a small negative impact on our capital ratios.
The outlook for the fiscal year ending March 31, 2021 set forth above is based on earnings forecasts that we
prepared under Japanese GAAP, which is the basis of accounting that we use for financial reporting purposes in
Japan. See "Presentation of Financial and Other Information." We do not publish forecasts of our results of
operations prepared on an IFRS basis, and it is uncertain whether our outlook for the fiscal year ending
March 31, 2021 would be substantially different if it had been based on earnings forecasts that we prepared under
IFRS. As explained above in "--Impact of the COVID-19 Pandemic on Our Financial Results for the Six Months
Ended September 30, 2020," accounting differences may continue to result in large variances in our reported
financial results under IFRS and Japanese GAAP.
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Our current expectations of the impact of the COVID-19 pandemic on our Japanese GAAP earnings outlook
for the fiscal year ending March 31, 2021 are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements are based on management's current
beliefs and expectations, speak only as of the date of this prospectus supplement, and are subject to significant
risks and uncertainties. Our Japanese GAAP earnings outlook was formulated based on specific estimates,
judgments and assumptions, including prospective assumptions about the operating environment,
macroeconomic conditions and the financial and operating conditions of our customers and counterparties. Due
to the significant risks and uncertainties associated with these estimates, judgments and assumptions, as well as
the continuously evolving nature of the COVID-19 crisis, from both a global public health and economic
standpoint in Japan and overseas, there can be no assurance that the actual impact of the COVID-19 pandemic
on our results will be in line with our current expectations. For example, if the deterioration in macroeconomic
conditions, particularly in sectors or geographies to which we have greater exposure, turns out to be more severe
than anticipated, we may be required to record higher credit costs than we currently anticipate. We do not
undertake to update any forward-looking statements.
See "Cautionary Statement Regarding Forward-Looking Statements" and "Item 3.D. Key Information--
Risk Factors" in our most recent annual report on Form 20-F for a further discussion of risks and uncertainties,
including risks specifically related to the impact of the COVID-19 pandemic on our business, results of
operations and financial condition, and other factors that could cause actual results to differ materially because
of those risks and uncertainties.
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The Offering
U.S.$500,000,000 0.508% Senior Notes due 2024
Securities Offered . . . . . . . . . . . . . . . . . . $500,000,000 aggregate principal amount of 0.508% senior notes
due January 12, 2024.
Offering Price . . . . . . . . . . . . . . . . . . . . . 100% of the principal amount plus accrued interest from January 12,
2021, if settlement occurs after that date.
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . The 3-year notes will mature on January 12, 2024.
Payment of Principal and Interest for the
Notes . . . . . . . . . . . . . . . . . . . . . . . . . . Interest on the 3-year notes will accrue at the rate of 0.508% per
annum from January 12, 2021.
We will pay interest on the 3-year notes semiannually in arrears on
January 12 and July 12 of each year, beginning on July 12, 2021, to
the persons in whose names the 3-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 3-year notes will be
paid to but excluding the relevant interest payment date. We will
compute interest on the 3-year notes on the basis of a 360-day year
consisting of twelve 30-day months.
If any payment is due on the 3-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 3-year 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 3-year notes at the
maturity date.
See "Description of the Notes--Principal, Maturity and Interest for
the Notes."
Use of Proceeds . . . . . . . . . . . . . . . . . . . . We intend to use the net proceeds of the offering of the 3-year notes
to extend unsecured loans, intended to qualify as internal TLAC, to
SMBC. SMBC intends to use the proceeds of the loans to finance, in
whole or in part, existing and future qualifying environmentally-
related projects, which we refer to as "Eligible Green Projects,"
defined under the Green Bond Framework adopted by us and SMBC.
See "Use of Proceeds--Use of Proceeds for the 3-year Notes."
Security Numbers . . . . . . . . . . . . . . . . . . The security numbers for the 3-year notes are:
CUSIP No.: . . . . . . .
86562M CC2
ISIN: . . . . . . . . . . . .
US86562MCC29
Common Code: . . .
227714115
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