Bond Sumitomo Mitsui Financial Group 1.902% ( US86562MCG33 ) in USD

Issuer Sumitomo Mitsui Financial Group
Market price refresh price now   94.1113 %  ▲ 
Country  Japan
ISIN code  US86562MCG33 ( in USD )
Interest rate 1.902% per year ( payment 2 times a year)
Maturity 17/09/2028



Prospectus brochure of the bond Sumitomo Mitsui FG US86562MCG33 en USD 1.902%, maturity 17/09/2028


Minimal amount 200 000 USD
Total amount 2 000 000 000 USD
Cusip 86562MCG3
Standard & Poor's ( S&P ) rating A- ( Upper medium grade - Investment-grade )
Moody's rating A1 ( Upper medium grade - Investment-grade )
Next Coupon 17/03/2026 ( In 92 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 FG issued a USD 2,000,000,000 bond (CUSIP: 86562MCG3, ISIN: US86562MCG33) maturing September 17, 2028, currently trading at 89.905% of par value with a 1.902% coupon rate, paying semi-annually, and rated A- by S&P and A1 by Moody's, with a minimum trading size of USD 200,000.







PROSPECTUS SUPPLEMENT
(To prospectus dated December 20, 2018)
Sumitomo Mitsui Financial Group, Inc.
(incorporated under the laws of Japan with limited liability)
U.S.$2,000,000,000 1.402% Senior Notes due 2026
U.S.$2,000,000,000 1.902% Senior Notes due 2028
U.S.$1,000,000,000 2.222% Senior Notes due 2031
We will issue an aggregate principal amount of U.S.$2,000,000,000 of senior notes due September 17, 2026, or the 5-year notes, an
aggregate principal amount of U.S.$2,000,000,000 of senior notes due September 17, 2028, or the 7-year notes, and an aggregate principal
amount of U.S.$1,000,000,000 of senior notes due September 17, 2031, or the 10-year notes, and together with the 5-year notes and the 7-year
notes, the notes. The 5-year notes, the 7-year notes and the 10-year notes will bear interest commencing September 17, 2021, at an annual rate
of 1.402%, 1.902% and 2.222%, respectively, payable semiannually in arrears on March 17 and September 17 of each year, beginning on
March 17, 2022.
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 (the "Prospectus
Regulation") as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA").
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-10 of this prospectus supplement before making any decision to invest in the notes.
Per 5-year
Per 7-year
Per 10-year
note
note
note
Total
Public offering price(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100%
100%
100%
U.S.$5,000,000,000
Underwriting commissions(2) . . . . . . . . . . . . . . . . . . . . . . . .
0.35%
0.40%
0.45%
U.S.$
19,500,000
Proceeds, before expenses, to SMFG(1) . . . . . . . . . . . . . . . . .
99.65%
99.60%
99.55%
U.S.$4,980,500,000
(1) Plus accrued interest from September 17, 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 September 17, 2021.
Joint Lead Managers and Joint Bookrunners
SMBC NIKKO
Goldman Sachs & Co. LLC
BofA Securities
J.P. Morgan
Co-Managers
Barclays
Citigroup
Nomura
China Construction Bank (Asia)
Daiwa Capital Markets
HSBC
Société Générale Corporate & Investment Banking
TD Securities
Prospectus Supplement dated September 13, 2021


TABLE OF CONTENTS
Prospectus Supplement
Page
Prospectus Supplement Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-10
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-16
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-17
Selected Financial and Other Information (IFRS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-19
Supplemental Financial and Other Information (Japanese GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-21
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-28
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-31
Benefit Plan Investor Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-38
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-40
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-47
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-48
Incorporation By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-49
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
(11) of the Special Taxation Measures Act. Notwithstanding the aforementioned restriction, 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 (11) of the Special Taxation Measures Act which complies with the
requirement for tax exemption under that paragraph or (iii) a Japanese public corporation, a Japanese financial
institution or a Japanese financial instruments business operator described in Article 3-3, Paragraph (6) of the
Special Taxation Measures Act which complies with the requirement for tax exemption under that paragraph.
Interest payments on the notes to an individual resident of Japan, to a Japanese corporation (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 (11) 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 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, 2021, 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.
Concurrent Subordinated Notes Offering
We regularly issue senior and subordinated debt securities in a variety of currencies and issuance formats.
On September 13, 2021, we announced our intention to issue a series of dated subordinated notes (the
"Concurrent Subordinated Notes"). The Concurrent Subordinated Notes are intended to qualify as our Tier 2
Capital in accordance with the Applicable Banking Regulations (as defined in the applicable prospectus
supplement therefor) and external TLAC instruments under the Japanese TLAC Standards. We intend to use the
proceeds therefrom to extend subordinated loans, intended to qualify as Tier 2 Capital and internal TLAC, to
SMBC. SMBC intends to use the proceeds of the loans for general corporate purposes. The pricing of the
offering and the delivery of the Concurrent Subordinated Notes are expected to occur at a similar timing as the
offering of the notes. No Concurrent Subordinated Notes are being offered hereby. The closing of the offering of
the Concurrent Subordinated Notes is not conditional upon the closing of the offering of the notes, and vice
versa.
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Recent Developments
Impact of the COVID-19 Pandemic on Our Recent Financial Results
In light of the persistent uncertainty in the economic environment, we are continuing to closely monitor
developments related to the COVID-19 pandemic. 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.
The impact of the COVID-19 pandemic on our business and results of operations in the fiscal year ended
March 31, 2021 varied across our lines of business. Positive contributions to our financial results included strong
performance in the Global Markets Business Unit due to favorable market conditions overseas, and broad
recovery across the Retail, Wholesale and Global Business Units in the second half of the fiscal year. Negative
contributions included sluggish performance in our consumer-oriented businesses, mainly credit cards and
consumer finance, due to low domestic consumption, and our aircraft leasing affiliate, SMBC Aviation Capital
Limited, which was severely affected by the global decline in travel and recorded significant credit/asset
impairment charges in the fiscal year ended March 31, 2021. In addition, we recorded significant credit costs,
reflecting deterioration in, and ongoing uncertainty surrounding, the macroeconomic environment under the
COVID-19 pandemic.
These various factors are reflected in our financial results as reported under IFRS and Japanese GAAP for
the year ended March 31, 2021. 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.
·
Under IFRS, our results of operations (specifically, total operating income and profit attributable to
shareholders of SMFG) improved significantly compared to the year ended March 31, 2020. For more
information, refer to "Item 5.A. Operating Results" in our most recent annual report on Form 20-F.
·
By contrast, under Japanese GAAP, although consolidated gross profit increased slightly, profit
attributable to owners of parent declined compared to the year ended March 31, 2020. See
"Supplemental Financial and Other Information (Japanese GAAP)."
For the three months ended June 30, 2021, our Japanese GAAP financial results showed an overall
improvement. Consolidated gross profit and consolidated net business profit increased moderately year-over-year
due to recovery in the Retail, Wholesale and Global Business Units, with net business profit gains driven
primarily by the profitability of the Wholesale Unit due to recovery in corporate activities, which was partially
offset by a decrease in gains on sales of bonds in the Global Markets Business Unit. Consolidated profit
attributable to owners of parent increased significantly, as credit costs declined due to a smaller impact from the
COVID-19 pandemic as compared to the same period in the prior year. See "Supplemental Financial and Other
Information (Japanese GAAP)." We do not report financial results under IFRS on a quarterly basis.
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. However, in the fiscal year ended March 31, 2021, credit costs recorded under Japanese GAAP
increased relative to those recorded under IFRS, which contributed to reversing the differential seen in the prior
fiscal year. Accounting differences including methodological differences such as this may continue to result in
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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.
Regulatory Matters
In April 2019, SMBC and its New York branch entered into a written agreement with the Federal Reserve
Bank of New York requiring SMBC and its New York branch to address certain deficiencies relating to the New
York branch's anti-money laundering and economic sanctions compliance program. SMBC and its New York
branch are required, among other things, to implement corrective measures and submit periodic progress reports
to the Federal Reserve Bank of New York. Although we are committed to improving compliance with laws and
regulations relating to anti-money laundering and economic sanctions, SMBC and its New York branch may be
subject to additional supervisory or enforcement action by other regulatory authorities. In such an event, SMBC
and its New York branch may be required, among other things, to implement additional corrective measures, and
may be subject to a monetary fine. If SMBC and its New York branch fail to comply with the terms of the written
agreement or any other form of supervisory or enforcement action, we may become subject to additional
sanctions.
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The Offering
U.S.$2,000,000,000 1.402% Senior Notes due 2026
Securities Offered . . . . . . . . . . . . . . . . . . $2,000,000,000 aggregate principal amount of 1.402% senior notes
due September 17, 2026.
Offering Price . . . . . . . . . . . . . . . . . . . . . 100% of the principal amount plus accrued interest from
September 17, 2021, if settlement occurs after that date.
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . The 5-year notes will mature on September 17, 2026.
Payment of Principal and Interest for the
5-year Notes . . . . . . . . . . . . . . . . . . . . Interest on the 5-year notes will accrue at the rate of 1.402% per
annum from September 17, 2021.
We will pay interest on the 5-year notes semiannually in arrears on
March 17 and September 17 of each year, beginning on March 17,
2022, 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 Notes."
Security Numbers . . . . . . . . . . . . . . . . . . The security numbers for the 5-year notes are:
CUSIP No.: . . . . . . .
86562M CH1
ISIN: . . . . . . . . . . . .
US86562MCH16
Common Code: . . .
238726336
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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