Obbligazione MITSUBISHI UFJ FG Inc. 2.998% ( US606822AL88 ) in USD

MITSUBISHI UFJ FG Inc.

100 USD ▼

Giappone

US606822AL88 ( in USD )

2.998% per anno ( pagato 2 volte l'anno)

22/02/2022 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione MITSUBISHI UFJ FINANCIAL GROUP INC US606822AL88 in USD 2.998%, scaduta

2 000 USD

1 000 000 000 USD

606822AL8

Mitsubishi UFJ Financial Group Inc. è un'istituzione finanziaria globale con sede in Giappone, risultante dalla fusione di Mitsubishi Tokyo Financial Group e UFJ Holdings nel 2005.

The Obbligazione issued by MITSUBISHI UFJ FG Inc. ( Japan ) , in USD, with the ISIN code US606822AL88, pays a coupon of 2.998% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 22/02/2022

The Obbligazione issued by MITSUBISHI UFJ FG Inc. ( Japan ) , in USD, with the ISIN code US606822AL88, was rated NR by Moody's credit rating agency.

The Obbligazione issued by MITSUBISHI UFJ FG Inc. ( Japan ) , in USD, with the ISIN code US606822AL88, was rated NR by Standard & Poor's ( S&P ) credit rating agency.

PROSPECTUS SUPPLEMENT
424B2 1 d325786d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be
Maximum Aggregate
Amount of
Registered

Offering Price

Registration Fee(1)
$500,000,000 Floating Rate Senior Notes due February 22, 2022

$
500,000,000
$
57,950.00
$1,000,000,000 2.998% Senior Notes due February 22, 2022

$
1,000,000,000
$
115,900.00
$1,000,000,000 3.677% Senior Notes due February 22, 2027

$
1,000,000,000
$
115,900.00

(1)Calculated in accordance with Rule 457(r) of the U.S. Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-209455
PROSPECTUS SUPPLEMENT
(To prospectus dated February 10, 2016)

Mitsubishi UFJ Financial Group, Inc.
$500,000,000 Floating Rate Senior Notes due February 22, 2022
$1,000,000,000 2.998 % Senior Notes due February 22, 2022
$1,000,000,000 3.677 % Senior Notes due February 22, 2027
Mitsubishi UFJ Financial Group, Inc., or MUFG, expects to issue the above-listed senior notes, collectively the Notes, pursuant to a senior indenture, dated March 1,
2016, or the Indenture. MUFG Securities Americas Inc. and other broker-dealers may use this prospectus supplement and the accompanying prospectus in connection
with market-making transactions in the Notes after their initial sale.
The floating rate senior notes due February 22, 2022, or the floating rate notes or the 5-year floating rate notes, will bear interest commencing February 22, 2017 at a
floating rate, payable quarterly in arrears on February 22, May 22, August 22 and November 22 of each year, subject to adjustments, with the first interest payment to be
made on May 22, 2017. The interest rate on the floating rate notes for each interest period will be a per annum rate equal to three-month U.S. dollar LIBOR plus 0.92%.
Each of the fixed rate senior notes due February 22, 2022, or the 5-year fixed rate notes, and the fixed rate senior notes due February 22, 2027, or the 10-year fixed rate
notes, collectively the fixed rate notes, will bear interest commencing February 22, 2017 at a per annum rate listed above, payable semi-annually in arrears on February
22 and August 22 of each year, with the first interest payment to be made on August 22, 2017.
The Notes are intended to qualify as total loss-absorbing capacity, or TLAC, debt upon the implementation of applicable TLAC regulations in Japan.
The Notes will be our senior unsecured obligations and will rank senior to all of our existing and future subordinated debt, will rank equally in right
of payment with all of our existing and future unsecured and unsubordinated debt (except for statutorily preferred exceptions) and will be
effectively subordinated to any secured indebtedness we incur, to the extent of the value of the assets securing the same. See "Risk Factors--Risk
Related to the Senior Debt Securities--The senior debt securities will be structurally subordinated to the liabilities of MUFG's subsidiaries,
including BTMU and MUTB." and other risk factors in the same section included in the accompanying prospectus, and "Description of Senior Debt
Securities" in the accompanying prospectus.
We may at our option redeem a series of Notes in whole, but not in part, at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the
date of redemption upon the occurrence of certain tax events, subject to certain conditions. See "Description of Senior Debt Securities" in the accompanying prospectus.
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 the 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 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. This prospectus supplement with the accompanying prospectus
constitutes the listing prospectus for purposes of Part IV of the Luxembourg law on prospectus for securities dated July 10, 2005, as amended. This prospectus supplement
and the accompanying prospectus may be used only for the purposes for which it has been published, and does not constitute a prospectus for the purposes of the
Prospectus Directive (Directive 2003/71/EC).

Investing in the Notes involves risks. See "Risk Factors" beginning on page 6 of the accompanying prospectus and as incorporated by reference herein.

Neither the U.S. Securities and Exchange Commission, or the SEC, nor any state securities regulators has approved or disapproved these securities
or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
These securities are not deposits or savings accounts. These securities are not insured by the U.S. Federal Deposit Insurance Corporation, or the FDIC, or any other
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governmental agency or instrumentality.

Underwriting Discounts
Proceeds to us

Price to Public(1)

and Commissions(2)

(before expenses)(1)

Per Floating Rate Note due 2022

100.000%

0.350%

99.650%
Total Floating Rate Notes due 2022

$
500,000,000
$
1,750,000
$
498,250,000
Per Fixed Rate Note due 2022

100.000%

0.350%

99.650%
Total Fixed Rate Notes due 2022

$
1,000,000,000
$
3,500,000
$
996,500,000
Per Fixed Rate Note due 2027

100.000%

0.450%

99.550%
Total Fixed Rate Notes due 2027

$
1,000,000,000
$
4,500,000
$
995,500,000

(1)Plus accrued interest, if any, after February 22, 2017.
(2)For additional underwriting compensation information, see "Underwriting (Conflicts of Interest)."
The Notes are expected to be delivered to purchasers in book-entry form only through the facilities of The Depository Trust Company, or DTC, for the accounts of its
participants on or about February 22, 2017.

Joint Lead Managers and Joint Bookrunners

MORGAN STANLEY

MUFG
J.P. Morgan

BofA Merrill Lynch
(5-year floating and fixed rate notes)

(10-year fixed rate notes)
Senior Co-Managers

BofA Merrill Lynch

CITIGROUP

HSBC

J.P. Morgan
(5-year floating and fixed rate notes)

(10-year fixed rate notes)
Co-Managers

Barclays

BNP PARIBAS

Crédit Agricole CIB

ING
RBC Capital Markets

Standard Chartered Bank

UBS Investment Bank
The date of this prospectus supplement is February 15, 2017
Table of Contents
TABLE OF CONTENTS

Page

About This Prospectus Supplement

ii
Forward-Looking Statements

iv
Where You Can Obtain More Information

iv
Incorporation of Documents by Reference

v
Summary:

S-1
Floating Rate Senior Notes due 2022

S-5YRFL
2.998% Senior Notes due 2022

S-5YRFX
3.677% Senior Notes due 2027

S-10YRFX
General Terms of Notes

S-GEN-1
Use of Proceeds

SP-1
Capitalization and Indebtedness

SP-2
Business Segment Information

SP-4
Supervision and Regulation in Japan

SP-6
Japanese Taxation

SP-11
Underwriting (Conflicts of Interest)

SP-16
Listing and General Information

SP-24
Legal Matters

SP-25
Independent Registered Public Accounting Firm

SP-25
About This Prospectus

3
Forward-Looking Statements

4
Mitsubishi UFJ Financial Group, Inc.

5
Risk Factors

6
Consolidated Ratio of Earnings to Fixed Charges

12
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Use of Proceeds

13
Selected Financial Data

14
Capitalization and Indebtedness

19
Description of Senior Debt Securities

20
Taxation

37
Certain ERISA and Other Considerations

46
Underwriting (Conflicts of Interest)

48
Legal Matters

50
Independent Registered Public Accounting Firm

50
Where You Can Obtain More Information

50
Incorporation of Documents by Reference

50
Limitation on Enforcement of U.S. Laws

51
Annex A: Unaudited Reverse Reconciliation of Selected Financial Information

A-1

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ABOUT THIS PROSPECTUS SUPPLEMENT
In making an investment decision, you should rely only on the information provided or incorporated by reference in this prospectus
supplement, the accompanying prospectus and any related free-writing prospectus that we prepare or authorize. We have not authorized anyone to
provide you with different or additional information. You should not assume that the information in this prospectus supplement, the accompanying
prospectus or any related free-writing prospectus that we prepare or authorize or in any document incorporated by reference herein or therein is
accurate as of any date after its date.
The distribution of this prospectus supplement, the accompanying prospectus and any related free-writing prospectus that we prepare or
authorize and the offering of the Notes in certain jurisdictions may be restricted by law. This prospectus supplement, the accompanying prospectus
and any related free-writing prospectus that we prepare or authorize do not constitute an offer, or an invitation on our behalf or on behalf of the
underwriters or any of them, to subscribe to or purchase any of the Notes, and may not be used for or in connection with an offer or solicitation by
anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or
solicitation.
The Notes may not be a suitable investment for all investors and you must determine on your own or with the assistance of a financial adviser
the suitability of an investment in the Notes in light of your own circumstances. You should not invest in the Notes unless you have the knowledge
and expertise, either on your own or with the assistance of a financial adviser, to evaluate how the Notes will perform under changing conditions,
the effect on the value of the Notes of the uncertainty relating to whether and how the Notes will be qualified or treated under applicable regulatory
capital or TLAC requirements, the impact this investment will have on your overall investment portfolio, and the use of proceeds from the sale of
the Notes. Prior to making an investment decision, you should consider carefully, in light of your own financial circumstances and investment
objectives, all the information contained in this prospectus supplement, the accompanying prospectus and any related free-writing prospectus that
we prepare or authorize and in any document incorporated by reference herein and therein and in any applicable supplement to this prospectus
supplement.

As used in this prospectus supplement, the terms "MUFG," "we," the "Company" and the "Group" generally refer to Mitsubishi UFJ
Financial Group, Inc. and its consolidated subsidiaries but, from time to time as the context requires, refers to Mitsubishi UFJ Financial Group,
Inc. as an individual legal entity, except that on the cover page of this prospectus supplement, under the heading "Joint Lead Managers and Joint
Bookrunners," the reference to "MUFG" is to MUFG Securities Americas Inc.
In this prospectus supplement, references to "yen" or "¥" are to Japanese yen, references to "U.S. dollars," "U.S. dollar," "dollars," "U.S.$"
or "$" are to United States dollars, references to "AU$" are to Australian dollars, and references to "euro" or "" refer to the currency of those
member states of the European Union which are participating in the European Economic and Monetary Union pursuant to the Treaty of the
European Union.
Unless otherwise specified, the financial information presented in this prospectus supplement and our consolidated financial statements,
which are incorporated by reference in this prospectus supplement, are prepared in accordance with accounting principles generally accepted in the
United States, or U.S. GAAP. Our fiscal year ends on March 31 of each year.

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The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as
amended; the "Financial Instruments and Exchange Act") and are subject to the Special Taxation Measures Act of Japan (Act No. 26 of 1957, as
amended; the "Special Taxation Measures Act"). The Notes may not be offered or sold in Japan or to, or for the benefit of, any resident of Japan
(which term as used in this sentence means any person resident of Japan, including any corporation or other entity

ii
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organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of
Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and
Exchange Act and any other applicable laws, regulations and governmental guidelines of Japan. The Notes are not, as part of the distribution by the
underwriters pursuant to the underwriting agreement dated the date of this prospectus supplement 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 (x) an individual resident of
Japan or a Japanese corporation, nor (y) an individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a
special relationship with the Company as described in Article 6, Paragraph 4 of the Special Taxation Measures Act (a "specially-related person of
the Company") 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. BY SUBSCRIBING FOR THE NOTES, AN INVESTOR WILL BE
DEEMED TO HAVE REPRESENTED THAT IT IS A PERSON WHO FALLS INTO THE CATEGORY OF (i) OR (ii) ABOVE.
Interest payments on the Notes generally will be subject to Japanese withholding tax unless it is established that such Notes are held by or for
the account of a beneficial owner that is (i) for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor
(y) an individual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person of the Company, (ii) a
Japanese designated financial institution described 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 not 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 Company will be subject to
deduction in respect of Japanese income tax at a current rate of 15.315% of the amount of such interest.

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FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein contain "forward-looking
statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements do not relate strictly to
historical or current facts and include statements regarding our current intent, belief, targets or expectations or the current intent, belief, targets or
expectations of our management with respect to, among others:

·
changes in banking and other regulations, including those affecting whether and how the Notes will be qualified or treated under

applicable capital or TLAC requirements and resolution measures to be implemented in Japan,

·
our financial condition,

·
our results of operations,

·
our business plans and other management objectives,

·
our business strategies, competitive positions and growth opportunities,

·
the financial and regulatory environment in which we operate,

·
our problem loan levels and loan losses,

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·
the equity, interest and foreign exchange markets, and

·
the benefits of recently completed or announced transactions and realization of related financial and operating synergies and

efficiencies, including estimated cost savings and revenue enhancement.
In many, but not all, cases, we use words such as "aim," "anticipate," "believe," "estimate," "expect," "hope," "intend," "may," "plan,"
"predict," "probability," "risk," "should," "will," "would" and similar expressions, as they relate to us or our management, to identify forward-
looking statements. These statements reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions.
Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may vary materially
from those which are anticipated, aimed at, believed, estimated, expected, intended or planned.
Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ from
those in forward-looking statements as a result of various factors. Important factors that could cause actual results to differ materially from
estimates or forecasts contained in the forward-looking statements include those which are discussed in this prospectus supplement, the
accompanying prospectus and our most recent annual report on Form 20-F and other documents incorporated by reference in this prospectus
supplement and the accompanying prospectus.
You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of their respective dates. We do not
undertake to update any forward-looking statements, whether as a result of new information, future events or developments, or otherwise.
WHERE YOU CAN OBTAIN MORE INFORMATION
We file reports and other information with the SEC. You may read and copy any document filed with the SEC at the SEC's Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information on the Public Reference
Room. Documents filed with the SEC are also available to the public on the SEC's internet website at http://www.sec.gov.
This prospectus supplement is part of a registration statement on Form F-3 that we filed with the SEC. The registration statement, including
the attached exhibits, contains additional relevant information about us and the securities that may be offered from time to time.

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INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" in this prospectus supplement and the accompanying prospectus some or all of the
documents we file with the SEC. This means:

·
the information in a document that is incorporated by reference is considered to be a part of this prospectus supplement and the

accompanying prospectus;

·
we can disclose important information to you by referring you to those documents; and

·
information that we file with the SEC will automatically update and modify or supersede some of the information included or

incorporated by reference in this prospectus supplement and the accompanying prospectus.
This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this
prospectus supplement or the accompanying prospectus or in any document incorporated by reference herein or therein have been modified or
superseded. The accompanying prospectus describes documents that are incorporated by reference into the accompanying prospectus and this
prospectus supplement. See "Incorporation of Documents by Reference" in the accompanying prospectus.
The documents incorporated by reference into this prospectus supplement and the accompanying prospectus include:

·
our current report on Form 6-K relating to our unaudited financial information under accounting principles generally accepted in Japan,

or Japanese GAAP, as of and for the fiscal year ended March 31, 2016, dated May 16, 2016, except for the forward-looking statements
which were made as of the date thereof,

·
our current report on Form 6-K relating to our additional audited financial information under Japanese GAAP as of and for the fiscal

year ended March 31, 2016, and certain other additional information, dated June 29, 2016,

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·
our annual report on Form 20-F for the fiscal year ended March 31, 2016, filed on July 15, 2016,

·
our current report on Form 6-K relating to changes in our domestic stock compensation plans for eligible directors, corporate executive

officers and other individuals, dated November 14, 2016,

·
our current report on Form 6-K relating to our unaudited financial information under U.S. GAAP as of and for the six months ended

September 30, 2016, and certain other additional information, dated January 30, 2017,

·
our current report on Form 6-K relating to our unaudited financial information under Japanese GAAP as of and for the nine months

ended December 31, 2016, dated February 3, 2017, except for the forward-looking statements which were made as of the date thereof,

·
our current report on Form 6-K relating to our additional unaudited financial information under Japanese GAAP as of and for the nine

months ended December 31, 2016, dated February 14, 2017, and

·
our current report on Form 6-K relating to our regulatory capital ratios as of December 31, 2016, dated February 14, 2017.
In addition, we incorporate by reference in this prospectus supplement all subsequent annual reports filed on Form 20-F and any future filings
made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act,
and certain reports on Form 6-K, which we furnish to the SEC, if they state that they are incorporated by reference in this prospectus supplement,
after the date of this prospectus supplement until the offering contemplated in this prospectus supplement is

v
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completed. Reports on Form 6-K we may furnish to the SEC after the date of this prospectus supplement (or portions thereof) are incorporated by
reference in this prospectus supplement only to the extent that the report expressly states that it is (or such portions are) incorporated by reference
in this prospectus supplement.
We will provide you without charge upon written or oral request a copy of any of the documents that are incorporated by reference in this
prospectus supplement. If you would like us to provide you with any of these documents, please contact us at the following address or telephone
number: 7-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-8330, Japan, Attention: Public Relations Office (telephone: +81-3-3240-8111).
Copies of documents incorporated by reference in this prospectus supplement may be inspected, free of charge, at the website of the
Luxembourg Stock Exchange at www.bourse.lu.
Selected Financial Data
For certain selected financial data relating to us, see "Item 3.A. Key Information--Selected Financial Data" in our annual report on Form 20-
F on file with the SEC incorporated by reference herein.

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SUMMARY
This summary highlights some of the information contained in this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference herein. Because this is only a summary, it does not contain all of the information that may be important
to you. You should read the entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein
carefully, including the section entitled "Risk Factors" and our financial statements and related notes to those statements included in our
most recent annual report on Form 20-F and the sections entitled "Risk Factors," "Description of the Senior Debt Securities" and "Use of
Proceeds" and other information included elsewhere, or incorporated by reference, in this prospectus supplement and the accompanying
prospectus, prior to making an investment decision. This summary also includes information on our funding and business strategies.
Mitsubishi UFJ Financial Group, Inc.
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We are a bank holding company incorporated on October 1, 2005 as a joint stock company (kabushiki kaisha) under the Company Law
of Japan. We are one of the world's largest and most diversified financial groups with total assets of ¥288.91 trillion and total deposits of
¥177.64 trillion as of September 30, 2016. We are the holding company for The Bank of Tokyo-Mitsubishi UFJ, Ltd., or BTMU, Mitsubishi
UFJ Trust and Banking Corporation, or MUTB, Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., or MUMSS, (through Mitsubishi UFJ
Securities Holdings Co., Ltd., or MUSHD, an intermediate holding company), Mitsubishi UFJ NICOS Co., Ltd., and other subsidiaries. For a
more detailed description of our history, see "Item 4.A. Information on the Company--History and Development of the Company" in our
annual report on Form 20-F on file with the SEC incorporated by reference herein.
Through our subsidiaries and affiliated companies, we engage in a broad range of financial businesses and services, including
commercial banking, investment banking, trust banking and asset management services, securities businesses, and credit card businesses, and
provide related services to individuals and corporate customers in Japan and abroad. In Japan, we had approximately 1,100 branches and
offices as of September 30, 2016. As of the same date, we had the largest overseas network among Japanese banks, consisting of
approximately 1,200 branches and other offices, including those of MUFG Union Bank, N.A., or MUB, Bank of Ayudhya Public Company
Limited, known as Krungsri, and other subsidiaries, in more than 50 countries and regions.
Updates Relating to Listing of the Notes on the Luxembourg Stock Exchange
To provide information relating to the expected listing of the Notes on the Luxembourg Stock Exchange, updates are made to the section
"Description of Senior Debt Securities" in the accompanying prospectus as follows:

·
The final paragraph of the sub-section under the sub-heading "Book-Entry; Delivery and Form--Exchange of Global Notes for

Certificated Notes" is deleted in its entirety; and

·
The sub-section under the sub-heading "Minimum Board Lot Size on the SGX-ST" is deleted in its entirety, together with such

sub-heading.
In addition, an update is made to the first sentence of "Risk Factors--Risks Related to the Senior Debt Securities--There is no
established trading market for the senior debt securities and one may not develop." in the accompanying prospectus by replacing the phrase
"although we expect to list the senior debt securities on the Singapore Exchange Securities Trading Limited, or SGX-ST," with "although we
expect to list the senior debt securities on the Luxembourg Stock Exchange's Euro MTF Market,".
See "Listing and General Information."

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Our Funding and Business Strategies
We are taking pro-active steps to adjust our funding strategy to meet the requirements expected due to the future implementation of
TLAC regulations in Japan.
We are the holding company for one of the world's largest and most diversified financial groups, providing a broad range of financial
services in Japan and around the world. Among our operating subsidiaries, BTMU and MUTB make significant contributions to our business
in terms of profits and total assets. Our businesses are well diversified to cover a full range of financial services, including commercial
banking, trust banking, securities brokerage, credit cards and leasing. Further, our business portfolio is geographically diversified across the
globe, including MUB, our primary operating subsidiary in the United States, and Krungsri, our primary operating subsidiary in Thailand.
We have been designated as a global systemically important bank, or G-SIB, by the Financial Stability Board, or the FSB, and the Basel
Committee on Banking Supervision, and further by the Financial Services Agency of Japan, or the FSA, based on international agreements
pursuant to the Basel III G-SIB capital surcharge rules. The relevant rules took effect in Japan on March 31, 2016 and will be phased in
through 2019. In November 2015, as part of its agenda to address risks arising from G-SIBs, the FSB published its final TLAC standard for
G-SIBs. The FSB TLAC standard seeks to ensure that a G-SIB will have sufficient loss-absorbing and recapitalization capacity available if it
fails and that it can be resolved in an orderly manner so as to minimize the potential impact on financial stability, maintain the continuity of
critical functions and avoid exposing public funds to loss. The FSB's TLAC standard defines certain minimum requirements for instruments
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and liabilities subject to loss absorption for G-SIBs in resolution, including a minimum external TLAC. The FSB's TLAC standard is subject
to regulatory implementation in Japan. On April 15, 2016, the FSA published an explanatory paper outlining its approach for the introduction
of the TLAC framework in Japan, pursuant to which the FSA plans to require bank holding companies of G-SIBs in Japan to meet the
minimum external TLAC requirements under the FSB's TLAC standard mainly through amendments to the existing laws and regulations
relating to capital adequacy requirements applicable to bank holding companies in Japan. Although the FSA's approach remains subject to
change in line with ongoing international discussions, we are preparing to satisfy such requirements in advance of implementation by issuing
senior debt securities as a bank holding company. Although there are many relevant regulatory and market factors that remain subject to
change, based on our current estimate, we will need to continue to issue TLAC eligible instruments, to meet the anticipated minimum external
TLAC requirement. See "Supervision and Regulation in Japan--Total Loss-Absorbing Capacity" and "Risk Factors--Risks Related to the
Senior Debt Securities--The Japanese regulations relating to external TLAC have not yet been finalized, and the circumstances surrounding or
triggering orderly resolution are unpredictable." in the accompanying prospectus.
Under the FSA's approach, as a Japanese banking group subject to the FSB TLAC standard, we expect to be subject to a Single Point of
Entry, or SPE, resolution regime where resolution powers are applied to the top-level entity of a banking group by a single national resolution
authority. In addition to the external TLAC requirements to be applied at the bank holding company level, a key element of the effectiveness
of the SPE resolution regime is to require the bank holding company of a G-SIB in Japan to cause its material subsidiaries or material sub-
groups that are designated as systemically important by the FSA to maintain a certain level of capital and debt recognized as having loss-
absorbing and recapitalization capacity, or internal TLAC. Under the FSA's approach, when we, as a bank holding company, become subject
to the TLAC requirements, we may need to restructure loans to, and investments in, our material subsidiaries or material sub-groups to meet
such internal TLAC requirements. Upon implementation of the applicable TLAC requirements for G-SIBs in Japan, we expect the Notes to
qualify as external TLAC due in part to their structural subordination to the liabilities of our subsidiaries, including our regulated banking
subsidiaries. We intend to use the proceeds from the sale of the Notes to fund the operations of BTMU through loans. See "Use of Proceeds."

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In light of the currently anticipated TLAC regulations in Japan under the FSA's approach, including the expected SPE resolution
strategy, we expect that MUFG, as the group holding company, will become the primary funding entity for the issuance of TLAC eligible debt
securities, while BTMU, MUTB, MUSHD and other subsidiaries will continue to issue certain unsecured bonds, structured bonds and
collateralized bonds which will not carry TLAC eligibility or will be denominated in currencies other than U.S. dollars, yen and euro.
We intend to access capital markets both domestically and overseas in order to achieve the best capital mix, including for refinancing
with a view to maintaining sufficient Additional Tier 1 and Tier 2 capital, as contemplated by the Basel III capital standard, as well as
satisfying the anticipated minimum TLAC requirement.
We believe our current capital structure contains significant buffers before the Notes become subject to loss absorption. In addition, there
are multiple measures that may be implemented, including measures in response to a financial crisis, before a financial institution reaches a
point of non-viability, such as limitations or restrictions on capital distributions, prompt corrective action, provision of financial liquidity and
capital injection. As of December 31, 2016, our Common Equity Tier 1 ratio, which is calculated based on financial information prepared in
accordance with Japanese GAAP, was 11.2%. Based on our Common Equity Tier 1 capital as of December 31, 2016, excluding the impact of
net unrealized gains on securities available for sale, we estimate that our Common Equity Tier 1 capital ratio would be 9.4% under the
Japanese regulatory capital standard that is expected to be applicable to us as of March 31, 2019.
Under the current Japanese laws and regulations, we are required to maintain a recovery plan and, if our financial condition or liquidity
deteriorates to trigger levels specified in the recovery plan, we will implement the recovery plan to restore our financial strength and viability.
In addition, if our Common Equity Tier 1 ratio declines below the required minimum level, then we will become subject to restrictions on
capital distributions and further to prompt corrective action under the banking regulations, and if our Common Equity Tier 1 ratio declines
below 5.125%, then our Additional Tier 1 instruments will become subject to loss absorption. According to the FSA's approach for the
introduction of the TLAC framework in Japan published on April 15, 2016, when our financial condition further deteriorates to a point where
our liabilities exceed, or are deemed likely to exceed, our assets, or where we have suspended, or are deemed likely to suspend, payments on
our obligations, as a result of loans extended by us to, or investments made by us in, any of our material subsidiaries being subject to loss
absorption prior to the failure of such material subsidiaries, and, if our failure may cause a significant disruption to the financial market or
system in Japan, measures under the Japanese statutory orderly resolution regime may be applied to us. The application of such measures will
result in our then outstanding Additional Tier 1 instruments and Tier 2 instruments becoming subject to loss absorption, and will likely lead to
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a transfer of certain assets, including shares of our material subsidiaries, and liabilities to a bridge financial institution established by the
Deposit Insurance Corporation and subsequent liquidation of our remaining assets and liabilities which are expected to include the TLAC-
eligible senior debt securities, including the Notes. During the liquidation process, the Notes will participate in the liquidation of any residual
assets of MUFG in priority to our Basel II Tier 1 instruments. We intend to further strengthen our capital structure. See "Supervision and
Regulation in Japan."
We have taken measures to enhance our financial soundness.
Our primary funding source for loans is deposits. We have maintained a low loan-to-deposit ratio, which we believe allows us to secure
higher liquidity and a sound balance sheet. As of December 31, 2016, on a Japanese GAAP basis, our total loans in the banking account and
the trust account were ¥109.0 trillion, consisting of ¥44.6 trillion of domestic corporate loans, ¥15.6 trillion of domestic housing loans, ¥5.0
trillion of loans to Japanese government institutions, ¥1.3 trillion of other domestic loans, and ¥42.4 trillion of overseas loans. As of the same
date, on a Japanese GAAP basis, our total deposits were ¥166.4 trillion, consisting

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of ¥73.2 trillion of deposits from domestic individual customers, ¥56.8 trillion of deposits from domestic corporate customers and ¥36.2
trillion of deposits from overseas and other customers. On a U.S. GAAP basis, as of September 30, 2016, our total net loans were ¥112.42
trillion, and our total deposits were ¥177.64 trillion.
The average balance of domestic corporate loans under Japanese GAAP, excluding loans to government institutions, on a managerial
accounting basis, has increased in recent periods. The average balance of overseas loans under Japanese GAAP on a managerial accounting
basis, has also been on a generally increasing trend in recent periods.
Our risk-monitored loan ratio, or the ratio of our total risk-monitored loans, as classified under Japanese banking regulations, to our total
loans and bills discounted in the banking account on a Japanese GAAP basis, has declined to below 1.5% in recent periods, reflecting our
disciplined approach to risk management. We have recently reduced our risk-monitored loans, as classified under Japanese banking
regulations, to domestic borrowers, although our risk-monitored loans to overseas borrowers have increased. Our credit costs, net of gains on
loans written off, on a Japanese GAAP basis were ¥255.1 billion for the fiscal year ended March 31, 2016 and ¥50.9 billion for the nine
months ended December 31, 2016.
On a Japanese GAAP basis, 38.5% of our available-for-sale securities with fair value consisted of Japanese government bonds as of
December 31, 2016. On a U.S. GAAP basis, our holding of available-for-sale Japanese government bonds to our total investment securities
was 62.9% as of September 30, 2016. We manage the maturity profile of our holding of Japanese government bonds as part of our asset and
liability management measures. On a Japanese GAAP basis, of the simple sum of the available-for-sale and held-to-maturity Japanese
government bonds held by BTMU on a non-consolidated basis and MUTB on a non-consolidated basis, as of December 31, 2016, ¥8.3 trillion
had maturities within one year, ¥6.3 trillion had maturities between one year and five years, ¥4.7 trillion had maturities between five years and
ten years, and ¥2.1 trillion had maturities longer than ten years, with the average remaining maturity of such available-for-sale Japanese
government bonds being 3.7 years as of the same date. On a Japanese GAAP basis, 37.8% of our available-for-sale securities with fair value
consisted of foreign bonds as of December 31, 2016. Given the significance of our bond holdings to the overall portfolio, we intend to manage
interest rate risk in a flexible manner in response to changes in the market environment. For the maturities of our holdings of Japanese
government bonds on a U.S. GAAP basis, see our most recent annual report on Form 20-F.
We have recently reduced our holdings of domestic equity securities. As of March 31, 2012 and December 31, 2016, our equity holdings
on an acquisition price basis under Japanese GAAP represented 28.6% of our Tier 1 capital on a Basel II basis and 17.4% of our Tier 1 capital
on a Basel III basis, respectively. We have set a basic policy to reduce such equity holdings to approximately 10% of our Tier 1 capital over
the five-year period ending March 31, 2021, in light of the investment risk, our aim to enhance capital efficiency and developments in global
financial regulation. As we reduce these equity holdings, there are two important considerations. First, we must consider the economic
rationale for maintaining equity stakes in customers. Second, even where there is sufficient economic rationale, we may decide to sell equity
holdings in accordance with our basic risk reduction policy, taking into account market conditions, the business environment and our financial
strategy. We expect a further reduction in our equity holdings will contribute to enhancing our capital ratios.
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We have achieved a sustainable earnings trend supported by our basic policy and strategies despite the current low interest rate
environment.
Interest rates remain at historically low levels, particularly in Japan, where the Bank of Japan adopted a "quantitative and qualitative
monetary easing with negative interest rates" policy in February 2016. Under this policy, the Bank of Japan maintained its policy to increase
its aggregate holding of Japanese government bonds by approximately ¥80 trillion each year and applied a negative interest rate of minus
0.1% to "Policy-Rate

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Balances," which are a part of current account amounts held by financial institutions at the Bank of Japan, aiming to achieve a price stability
target of 2%. In September 2016, the Bank of Japan announced a new "quantitative and qualitative monetary easing with yield curve control"
policy, adding to its monetary policy a Japanese government bond purchase program intended to keep the yield of 10-year Japanese
government bonds around zero percent. In this interest rate environment, the domestic loan-deposit interest rate spread of BTMU and MUTB
combined on a simple sum basis based on their respective non-consolidated managerial accounting data, excluding loans to government
institutions, declined to 0.86% for the three months ended December 31, 2016. Our domestic lending spreads on the loans to large
corporations and loans to small and medium-sized enterprises of BTMU and MUTB combined on the same basis have remained at around
0.68% and 0.45%, respectively, in recent periods.
The lending spread on our overseas loans, excluding loans booked at MUB and Krungsri, on a managerial accounting basis, has declined
to below 1% in recent periods. Interest rates in overseas markets also remained low, although there have recently been developments that
could cause them to rise, including the increases in the FRB's target range for the U.S. federal funds rate to between 0.25% and 0.5% in
December 2015 and to between 0.5% to 0.75% in December 2016. We seek to implement measures to mitigate the impact of the extremely
low domestic interest environment on our results of operations, which may include those designed to expand our business particularly in the
Americas and Southeast Asia and diversify our business portfolio in the domestic and overseas markets. However, our efforts to expand our
business, especially through expansion of business in the United States and other markets, may not be effective or feasible due to monetary
policies in those markets, operational limitations, regulatory restrictions, or other reasons.
Despite the negative impact of declining lending spreads on our results of operations, we have achieved a sustainable earnings trend in
recent periods. Our profits attributable to owners of parent on a Japanese GAAP basis were ¥951.4 billion for the fiscal year ended March 31,
2016. For the nine months ended December 31, 2016, our profits attributable to owners of parent on a Japanese GAAP basis was ¥786.9
billion, to which BTMU and MUTB, each on a stand-alone basis, contributed 57% and 14%, while each of MUSHD, MUFG Americas
Holdings Corporation, or MUAH, and Krungsri on a consolidated basis contributed around 5%. On a U.S. GAAP basis, we recorded net
income attributable to Mitsubishi UFJ Financial Group of ¥802.3 billion for the fiscal year ended March 31, 2016 and ¥750.9 billion for the
six months ended September 30, 2016.
Our consolidated expense ratio, or the ratio of general and administrative expenses to gross profits before credit costs for trust accounts,
for the nine months ended December 31, 2016, on a Japanese GAAP basis, was 63.7%, almost at the same level as the ratio for the nine
months ended December 31, 2015, which was 62.2%. For the nine months ended December 31, 2016, the expense ratio of BTMU and MUTB,
based on the simple sums of non-consolidated general and administrative expenses and gross profits of BTMU and MUTB under Japanese
GAAP, was 59.0%. For the six months ended September 30, 2016, the expense ratio of BTMU and MUTB on the same basis was 56.2%. The
expenses associated with our global banking operations included substantial regulatory and system infrastructure improvement costs. With a
management target of a consolidated expense ratio of approximately 60% under our current medium-term business plan for the three years
ending March 31, 2018, we have implemented measures designed to improve productivity, including integrating the securities sales and
trading operations of BTMU and MUMSS and merging Mitsubishi UFJ Asset Management Co., Ltd. and KOKUSAI Asset Management Co.,
Ltd., our two major asset management subsidiaries in Japan. We also intend to maintain prudent cost management while continuing and
enhancing initiatives for productivity improvements, including rationalizing human, operations and financial resource allocations in the
Americas, streamlining BTMU's offices in Central Europe by transferring them gradually under MUFG Bank (Europe) N.V., a wholly owned
subsidiary of BTMU in the Netherlands, and strategically reallocating human resources and centralizing administrative operations in Asia. In
addition, in order to respond to regulatory capital and TLAC requirements while enhancing our operating efficiency, we plan to pursue the
optimal capital mix and continue to improve productivity.

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