Obligation MITSUBISHI UFJ FG Inc. 2.527% ( US606822AB07 ) en USD

MITSUBISHI UFJ FG Inc.

100 % ▼

Japon

US606822AB07 ( en USD )

2.527% par an ( paiement semestriel )

01/03/2021 - Obligation échue

Prospectus brochure de l'obligation MITSUBISHI UFJ FINANCIAL GROUP INC US606822AB07 en USD 2.527%, échue

200 000 USD

900 000 000 USD

606822AB0

N/A

Mitsubishi UFJ Financial Group Inc. (MUFG) est une holding financière japonaise, l'une des plus grandes au monde, offrant une large gamme de services financiers, dont la banque de détail, la banque d'investissement et la gestion d'actifs.

L'Obligation émise par MITSUBISHI UFJ FG Inc. ( Japon ) , en USD, avec le code ISIN US606822AB07, paye un coupon de 2.527% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/03/2021

PROSPECTUS SUPPLEMENT
Registration No. 333-209455
(To prospectus dated February 10, 2016)
MUFG
Mitsubishi UFJ Financial Group, Inc.
$400,000,000 Floating Rate Senior Notes due March 1, 2021
$2,100,000,000 2.95% Senior Notes due March 1, 2021
$2,500,000,000 3.85% Senior Notes due March 1, 2026
Mitsubishi UFJ Financial Group, Inc., or MUFG, expects to issue the above-listed senior notes, collectively the
Notes, pursuant to a senior debt indenture, to be entered into on or about March 1, 2016, or the Indenture.
Mitsubishi UFJ Securities (U.S.A.), 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 March 1, 2021, or the floating rate notes or the 5-year floating rate notes, will
bear interest commencing March 1, 2016 at a floating rate, payable quarterly in arrears on March 1, June 1,
September 1 and December 1 of each year, subject to adjustments, with the first interest payment to be made on
June 1, 2016. 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 1.88%. Each of the fixed rate senior notes due March 1, 2021, or the 5-year
fixed rate notes, and the fixed rate senior notes due March 1, 2026, or the 10-year fixed rate notes, collectively the
fixed rate notes, will bear interest commencing March 1, 2016 at a per annum rate listed above, payable
semi-annually in arrears on March 1 and September 1 of each year, with the first interest payment to be made on
September 1, 2016.
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.
Approval in-principle has been received from the Singapore Exchange Securities Trading Limited, or the SGX-ST,
for the listing and quotation of the Notes on the SGX-ST. The SGX-ST assumes no responsibility for the correctness
of any statements made, opinions expressed or reports contained herein. Admission of the Notes to the Official
List of the SGX-ST is not to be taken as an indication of the merits of MUFG, its subsidiaries, its associated
companies or the Notes. This prospectus supplement has not been registered as a prospectus with the Monetary
Authority of Singapore.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 6 of the accompanying prospectus
and the documents incorporated by reference herein.
Neither the U.S. Securities and Exchange Commission 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 governmental agency or instrumentality.
Underwriting Discounts
Proceeds to us
Price to Public(1)
and Commissions
(before expenses)(1)
Per Floating Rate Note due 2021 . . . . . . . . . . . . . . . . .
100.000%
0.350%
99.650%
Total Floating Rate Notes due 2021 . . . . . . . . . . . . . .
$ 400,000,000
$ 1,400,000
$ 398,600,000
Per Fixed Rate Note due 2021 . . . . . . . . . . . . . . . . . . . .
99.792%
0.350%
99.442%
Total Fixed Rate Notes due 2021 . . . . . . . . . . . . . . . . .
$2,095,632,000
$ 7,350,000
$2,088,282,000
Per Fixed Rate Note due 2026 . . . . . . . . . . . . . . . . . . . .
99.860%
0.450%
99.410%
Total Fixed Rate Notes due 2026 . . . . . . . . . . . . . . . . .
$2,496,500,000
$11,250,000
$2,485,250,000
(1) Plus accrued interest, if any, after March 1, 2016
The Notes are expected to be delivered to purchasers in book-entry form only through the facilities of The
Depository Trust Company for the accounts of its participants on or about March 1, 2016.
Joint Lead Managers and Joint Bookrunners
MORGAN STANLEY
MUFG
J.P. Morgan
Senior Co-Managers
BofA Merrill Lynch
Citigroup
Co-Managers
Barclays
BNP PARIBAS
HSBC
Crédit Agricole CIB
Credit Suisse
Deutsche Bank Securities
RBC Capital Markets
Société Générale Corporate & Investment Banking
UBS Investment Bank
The date of this prospectus supplement is February 23, 2016

TABLE OF CONTENTS
Page
About This Prospectus Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
v
Summary: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
Floating Rate Senior Notes due 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-5YRFL
2.95% Senior Notes due 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-5YRFX
3.85% Senior Notes due 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-10YRFX
General Terms of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-GEN-1
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SP-1
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SP-2
Supervision and Regulation in Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SP-3
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SP-7
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SP-15
Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SP-15
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
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
i

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 and the accompanying prospectus. We have not authorized anyone to
provide you with different or additional information. You should not assume that the information in this
prospectus supplement or the accompanying prospectus or in any document incorporated by reference herein or
therein is accurate as of any date after its respective date.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the
Notes in certain jurisdictions may be restricted by law. This prospectus supplement and the accompanying
prospectus 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 requirements, and the impact this investment will have on
your overall investment portfolio. 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 and the accompanying prospectus and 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 Mitsubishi UFJ Securities (USA), 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 and references to "AU$" are to Australian
dollars.
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.
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
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 pursuant to the
ii

underwriting agreement dated the date hereof by the underwriters 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, A HOLDER 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 public corporation, a financial
institution or a 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.
iii

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 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,
·
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 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.
iv

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 that we can disclose important
information to you by referring you to those documents. The information in a document that is incorporated by
reference is considered to be a part of this prospectus supplement. We incorporate by reference in this prospectus
supplement and the accompanying prospectus the following documents or information we have filed with the
SEC:
·
our annual report on Form 20-F for the fiscal year ended March 31, 2015, filed on July 27, 2015,
·
our current report on Form 6-K relating to revisions to our previously announced regulatory capital
ratios, dated January 20, 2016,
·
our current report on Form 6-K relating to our unaudited U.S. GAAP financial information as of and
for the six months ended September 30, 2015, dated January 29, 2016,
·
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 nine months ended
December 31, 2015, dated February 1, 2016,
·
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, 2015, dated February 12, 2016, and
·
our current report on Form 6-K relating to our regulatory capital ratios as of December 31, 2015, dated
February 16, 2016.
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 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 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).
v

SUMMARY
This summary highlights some of the information contained in this prospectus supplement and the
accompanying prospectus. 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 and the accompanying prospectus carefully,
including the section entitled "Risk Factors," our financial statements and related notes to those statements, the
section entitled "Description of the Senior Debt Securities," 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.
We are incorporated as a joint stock company (kabushiki kaisha) under the Company Law of Japan, and one
of the world's largest and most diversified financial groups with total assets of ¥283.98 trillion and total deposits
of ¥172.37 trillion as of September 30, 2015. We are the holding company for The Bank of Tokyo-Mitsubishi
UFJ, Ltd., Mitsubishi UFJ Trust and Banking Corporation, Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
(through Mitsubishi UFJ Securities Holdings Co., Ltd., an intermediate holding company), Mitsubishi UFJ
NICOS Co., Ltd., and other subsidiaries. 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. We have the largest overseas network
among Japanese banks, consisting of branches and other offices and subsidiaries, including MUFG Union Bank,
N.A. and Bank of Ayudhya Public Company Limited, in more than 50 countries.
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 bank 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 makes a significant contribution to our business in terms of gross profit 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 MUFG Union Bank, N.A. in the United States and The Bank of Ayudhya Public Company
Limited, known as Krungsri, 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 Japanese Financial
Services Agency, or the FSA, based on international agreements pursuant to the Basel III G-SIB capital
surcharge rules, which will be phased in from March 31, 2016 through 2019. In November 2015, as part of its
agenda to address risks arising from G-SIBs, the FSB, published its final total loss-absorbing capacity, or 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
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. Although the FSA has not yet finalized
S-1

TLAC requirements for Japanese G-SIBs, we are preparing to satisfy such requirements in advance of
implementation by commencing issuance of senior debt securities by us, 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 commence issuing of TLAC eligible instruments, to meet the anticipated minimum
external TLAC requirement. See "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.
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. Upon the implementation of the applicable TLAC requirements for
Japanese G-SIBs, 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 our issuances of the Notes to fund the operations of BTMU through loans.
In light of the currently anticipated TLAC regulations in Japan, 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 debt securities, while BTMU and MUTB will continue to issue certain unsecured bonds, structured
bonds and secured 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
in a financial crisis, before a financial institution reaches a point of non-viability, such as limitations or
restrictions on capital distribution, prompt corrective action, provision of financial liquidity and capital injection.
As of September 30, 2015, our Common Equity Tier 1 ratio, which is calculated based on financial information
prepared in accordance with Japanese GAAP, was 11.23%. 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 distribution 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. 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, 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 Tier 2 instruments becoming subject to loss
absorption, and will likely lead to a transfer of certain assets and liabilities to a bridge financial institution and
subsequent liquidation of the remaining assets and liabilities. 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.
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, 2015, on a
Japanese GAAP basis, our total loans were ¥113.4 trillion, consisting of ¥43.6 trillion of domestic corporate
loans, ¥15.5 trillion of domestic housing loans, ¥9.7 trillion of loans to Japanese government institutions,
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¥1.1 trillion of domestic consumer and other loans, and ¥43.3 trillion of overseas loans. As of the same date, on a
Japanese GAAP basis, our total deposits were ¥156.0 trillion, consisting of ¥71.9 trillion of deposits from
individual customers, ¥46.3 trillion of deposits from domestic corporate customers and ¥37.8 trillion of deposits
from overseas and other customers. On a U.S. GAAP basis, as of September 30, 2015, our total loans were
¥120.6 trillion, and our total deposits were ¥172.3 trillion.
We have recently reduced our risk-monitored loans classified under Japanese banking regulations,
especially in the domestic market, although risk monitored-loans in Asia have increased due to the expansion of
our Asian operations. Our risk-monitored loan ratio on a Japanese GAAP basis decreased from 1.40% as of
March 31, 2015 to 1.32% as of September 30, 2015. Our risk-monitored loan ratio has been maintained at lower
levels compared to the overall Japanese banking sector, reflecting our disciplined approach to risk management.
We have also seen a positive trend in the total credit costs of BTMU and MUTB on a Japanese GAAP basis.
On a Japanese GAAP basis, 42% of our available-for-sale securities with fair value consisted of Japanese
government bonds as of December 31, 2015. On a U.S. GAAP basis, our holding of available-for-sale Japanese
government bonds to our total investment securities was 65.1% as of September 30, 2015. 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 and MUTB, as of December 31, 2015, ¥10.1 trillion had maturities within one
year, ¥9.0 trillion had maturities between one year to five years, ¥4.7 trillion had maturities between five years
and ten years, and ¥2.6 trillion had maturities longer than ten years. 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, 2011 and March 31,
2015, our equity holdings on an acquisition price basis under Japanese GAAP represented 33.0% of our Tier 1
capital on a Basel II basis and 19.7% 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, aim to enhance capital efficiency and 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 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.
We have achieved sustainable earnings growth supported by our basic policy and strategies.
We recorded strong financial performance for the fiscal year ended March 31, 2015, with a record full-year
net income of ¥1,531.1 billion on a U.S. GAAP basis. For the six months ended September 30, 2015, we
recorded net income of ¥381.3 billion on a U.S. GAAP basis. Our profits attributable to owners of parent on a
Japan GAAP basis was ¥1,103.7 billion for the fiscal year ended March 31, 2015, and ¥852.3 billion for the nine
months ended December 31, 2015.
Our consolidated expense ratio, the ratio of general and administrative expenses to gross profits before
credit costs for trust accounts, for the nine months ended December 31, 2015, on a Japanese GAAP basis, was
62.2%, almost the same level as the ratio for the nine months ended December 31, 2014, which was 60.8%. With
a management target of an approximately 60%, we intend to maintain prudent cost management while continuing
and enhancing initiatives for productivity improvements.
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Due to our focus on operating efficiency and a series of strategic actions undertaken to improve
profitability, our operating efficiency metrics such as net income to shareholders equity and net income to risk-
weighted assets have improved in recent periods. In order to respond to regulatory capital requirements while
enhancing our operating efficiency, we plan to pursue the best capital mix and continue to improve productivity.
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