Obligation Sumitomo Mitsui FG Inc. 2.058% ( US86562MAE03 ) en USD

Sumitomo Mitsui FG Inc.

100 % ▼

Japon

US86562MAE03 ( en USD )

2.058% par an ( paiement semestriel )

13/07/2021 - Obligation échue

Prospectus brochure de l'obligation Sumitomo Mitsui Financial Group Inc US86562MAE03 en USD 2.058%, échue

2 000 USD

1 750 000 000 USD

86562MAE0

A- ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

Sumitomo Mitsui Financial Group, Inc. (SMFG) est un conglomérat financier japonais offrant une large gamme de services financiers, notamment la banque de détail et de gros, les services de valeurs mobilières et l'assurance.

L'obligation Sumitomo Mitsui Financial Group Inc. (ISIN : US86562MAE03, CUSIP : 86562MAE0), émise au Japon en USD pour un montant total de 1 750 000 000 USD avec un coupon de 2,058% et une échéance le 13/07/2021, a été intégralement remboursée à son prix nominal (100%), avec des paiements semestriels et un minimum d'achat de 2000 USD, bénéficiant de notations A- (S&P) et A1 (Moody's).

PROSPECTUS SUPPLEMENT
424B2 1 d218317d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Title Of Each Class
Maximum Aggregate
Amount Of
Of Securities To Be Registered

Offering Price
Registration Fee(1)
U.S.$1,750,000,000 2.058% Senior Notes due 2021
$ 1,750,000,000 $ 176,225
U.S.$2,250,000,000 2.632% Senior Notes due 2026
$ 2,250,000,000 $ 226,575
U.S.$500,000,000 Senior Floating Rate Notes due 2021
$ 500,000,000 $ 50,350

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-209069

PROSPECTUS SUPPLEMENT
(To prospectus dated January 21, 2016)

Sumitomo Mitsui Financial Group, Inc.
(incorporated under the laws of Japan with limited liability)
U.S.$1,750,000,000 2.058% Senior Notes due 2021
U.S.$2,250,000,000 2.632% Senior Notes due 2026
U.S.$500,000,000 Senior Floating Rate Notes due 2021

We expect to issue an aggregate principal amount of U.S.$1,750,000,000 of senior notes due July 14, 2021, or the 5-year notes and an aggregate principal amount of
U.S.$2,250,000,000 of senior notes due July 14, 2026, or the 10-year notes, and together with the 5-year notes, the fixed rate notes. The 5-year notes and the 10-year notes
will bear interest commencing July 14, 2016, at an annual rate of 2.058% and 2.632%, respectively, payable semiannually in arrears on January 14 and July 14 of each
year, beginning on January 14, 2017.
We also expect to issue an aggregate principal amount of U.S.$500,000,000 of senior floating rate notes due July 14, 2021, or the floating rate notes, and together
with the fixed rate notes, the notes. The floating rate notes will bear interest commencing July 14, 2016 at a floating rate per annum, reset quarterly, equal to the three-
month U.S. dollar London Interbank Offered Rate, or LIBOR (determined as provided under "Description of the Notes"), plus 1.11% payable quarterly in arrears on
January 14, April 14, July 14 and October 14 of each year, beginning on October 14, 2016, subject to adjustments.
The notes will not be redeemable prior to maturity, except as set forth under "Description of the Notes--Redemption for Taxation Reasons" in this prospectus
supplement, and will not be subject to any sinking fund. The notes will be issued only in registered form in minimum denominations of U.S.$2,000 and integral multiples
of U.S.$1,000 in excess thereof.
We have made an application to the Luxembourg Stock Exchange to list the notes on the official list of the Luxembourg Stock Exchange and for such notes to be
admitted to trading on the Luxembourg Stock Exchange's Euro MTF Market. The Luxembourg Stock Exchange's Euro MTF Market is not a regulated market for the
purposes of Article 4.1(14) of the Markets in Financial Instruments Directive (Directive 2004/39/EC).
This prospectus supplement does not constitute a prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC).
Investing in the notes involves risks. You should carefully consider the risk factors set forth in "Item 3. Key Information--Risk Factors" of our
most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission, or the SEC, and in the "Risk Factors" section
beginning on page S-7 of this prospectus supplement before making any decision to invest in the notes.

Per floating

Per 5-year note
Per 10-year note
rate note
Total

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PROSPECTUS SUPPLEMENT
Public offering price(1)

100%

100%

100%
U.S.$4,500,000,000
Underwriting commissions(2)

0.35%

0.45%

0.35%
U.S.$
18,000,000
Proceeds, before expenses, to SMFG(1)

99.65%

99.55%

99.65%
U.S.$4,482,000,000

(1) Plus accrued interest from July 14, 2016, 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 S.A./N.V., or Euroclear, and Clearstream Banking S.A., or Clearstream. Except as described in this
prospectus supplement or the accompanying prospectus, notes in definitive certificated form will not be issued in exchange for global certificates.
It is expected that the notes will be delivered in book-entry form only, through the facilities of DTC and its participants, including Euroclear and Clearstream, on or
about July 14, 2016.
Joint Lead Managers and Joint Bookrunners

Goldman, Sachs & Co.

SMBC Nikko
Citigroup

J.P. Morgan
Barclays

BofA Merrill Lynch

HSBC

Nomura
Co-Managers
Société Générale
Daiwa Capital Markets
Crédit Agricole CIB
Wells Fargo Securities

Corporate & Investment Banking

Prospectus Supplement dated July 7, 2016
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Prospectus Supplement Summary
S-1
Risk Factors
S-7
Use of Proceeds
S-13
Exchange Rates
S-14
Capitalization and Indebtedness
S-15
Ratio of Earnings to Fixed Charges
S-16
Selected Financial and Other Information (IFRS)
S-17
Supplemental Financial and Other Information (Japanese GAAP)
S-19
Recent Developments
S-23
Description of the Notes
S-25
Taxation
S-31
Underwriting (Conflicts of Interest)
S-38
Listing and General Information
S-45
Legal Matters
S-46
Incorporation By Reference
S-47

Prospectus

Page
About This Prospectus

1
Cautionary Statement Regarding Forward-Looking Statements

2
Risk Factors

3
Ratio of Earnings to Fixed Charges

3
Sumitomo Mitsui Financial Group, Inc.

4
Capitalization and Indebtedness

5
Use of Proceeds

6
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PROSPECTUS SUPPLEMENT
Description of the Debt Securities

7
Taxation

23
Benefit Plan Investor Considerations

23
Plan of Distribution (Conflicts of Interest)

25
Experts

27
Legal Matters

27
Enforcement of Civil Liabilities

27
Where You Can Find More Information

27

S-ii
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The notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan, or the FIEA, and are subject
to the Act on Special Measures Concerning Taxation of Japan, or the Special Taxation Measures Act. The notes may not be offered or sold in
Japan, to any person resident in Japan, or to others for reoffering or resale directly or indirectly in Japan or to a person resident in Japan, for
Japanese securities law purposes (including any corporation or other entity organized under the laws of Japan) except pursuant to an exemption
from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and governmental
guidelines of Japan. In addition, the notes are not, as part of the distribution by the underwriters under the applicable underwriting agreement at any
time, to be directly or indirectly offered or sold to, or for the benefit of, any person other than a beneficial owner that is, (i) for Japanese tax
purposes, neither an individual resident of Japan or a Japanese corporation, nor an individual non-resident of Japan or a non-Japanese corporation
that in either case is a person having a special relationship with the issuer of the notes as described in Article 6, Paragraph (4) of the Special
Taxation Measures Act, or a specially-related person of the issuer or (ii) a Japanese financial institution, designated in Article 6, Paragraph (9) of
the Special Taxation Measures Act.
Interest payments on the notes will be subject to Japanese withholding tax unless it is established that the notes are held by or for the account
of a beneficial owner that is (i) for Japanese tax purposes, neither an individual resident of Japan or a Japanese corporation, nor an individual non-
resident of Japan or a non-Japanese corporation that in either case is a specially-related person of the issuer, (ii) a Japanese financial institution
designated in Article 6, Paragraph (9) of the Special Taxation Measures Act which complies with the requirement for tax exemption under that
paragraph or (iii) a 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 (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% of the amount of such interest.
Representation by Investor upon Distribution
By subscribing to any notes, an investor will be deemed to have represented that it is a beneficial owner who is, (i) for Japanese tax purposes,
neither an individual resident of Japan or a Japanese corporation, nor an individual non-resident of Japan or a non-Japanese corporation that in
either case is a person having a special relationship with the issuer of the notes as described in Article 6, Paragraph (4) of the Special Taxation
Measures Act or (ii) a Japanese financial institution, designated in Article 6, Paragraph (9) of the Special Taxation Measures Act.
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 filed with the SEC dated January 21, 2016, 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

S-iii
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Table of Contents
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.
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, 2016, 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
In this prospectus supplement, where 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 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.

S-iv
Table of Contents
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,
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"SMFG," the "issuer," "we," "us," "our," and similar terms refer to Sumitomo Mitsui Financial Group, Inc. as well as to its subsidiaries.
References to the "Group" are to us and our subsidiaries and affiliates taken as a whole. "SMBC" and the "Bank" refer to our main subsidiary,
Sumitomo Mitsui Banking Corporation 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.
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.
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.
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.
In this prospectus supplement, all of our financial information is presented on a consolidated basis, unless we state otherwise.

S-v
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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights key information described in greater detail elsewhere, or incorporated by reference, in this prospectus
supplement and the accompanying prospectus. You should read carefully the entire prospectus supplement, the accompanying prospectus and
the documents incorporated by reference before making an investment decision.
Our Company
We are a joint stock company incorporated on December 2, 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, our subsidiaries in our commercial
banking business include SMBC Trust Bank Ltd., or SMBC Trust Bank, Kansai Urban Banking Corporation, THE MINATO BANK, LTD.,
Sumitomo Mitsui Banking Corporation Europe Limited and Sumitomo Mitsui Banking Corporation (China) Limited. Our subsidiaries also
include Sumitomo Mitsui Finance and Leasing Company, Limited, or SMFL, in the leasing business, SMBC Nikko Securities and SMBC
Friend Securities Co., Limited, or SMBC Friend Securities, in the securities business, and Sumitomo Mitsui Card Company, Limited, or
Sumitomo Mitsui Card, Cedyna Financial Corporation, or Cedyna, and SMBC Consumer Finance Co., Ltd., or SMBC Consumer Finance, in
the consumer finance business.
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. The Bank 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. The Bank had approximately 27 million
consumer banking customer deposit accounts and approximately 89,000 corporate borrower customers on a non-consolidated basis as of
March 31, 2016.
We continue promoting business collaborations among Group companies, including SMBC, SMBC Trust Bank, SMFL, SMBC Nikko
Securities and The Japan Research Institute, Limited in the corporate solutions business and SMBC, SMBC Trust Bank, SMBC Nikko
Securities, SMBC Friend Securities, Sumitomo Mitsui Card, Cedyna and SMBC Consumer Finance in providing financial consulting services
to individuals.
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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 http://www.smfg.co.jp. Information appearing on our website is not incorporated by reference
into this prospectus supplement.
The Offering

Issuer
Sumitomo Mitsui Financial Group, Inc.

Securities Offered
$1,750,000,000 aggregate principal amount of 2.058% senior notes due July 14, 2021.

$2,250,000,000 aggregate principal amount of 2.632% senior notes due July 14, 2026.

$500,000,000 aggregate principal amount of senior floating rate notes due July 14, 2021.

S-1
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The notes will be issued in fully registered form, without coupons, in denominations of

$2,000 in principal amount and integral multiples of $1,000 in excess thereof.

Offering Prices
100% for the 5-year notes,

100% for the 10-year notes, and

100% for the floating rate notes,

plus, in each case, accrued interest from July 14, 2016, if settlement occurs after that

date.

Maturity Dates
The 5-year notes will mature on July 14, 2021.

The 10-year notes will mature on July 14, 2026.

The floating rate notes will mature on July 14, 2021.

Ranking
The notes will constitute our direct, unconditional, unsecured and unsubordinated
general obligations and will at all times rank pari passu without any preference among
themselves and with all our other unsecured obligations, other than our subordinated
obligations and except for statutorily preferred obligations. See "Description of the
Notes--General."

Payment of Principal and Interest for the Fixed Rate Interest on the 5-year notes and the 10-year notes will accrue at the rates of 2.058% per
Notes
annum and 2.632% per annum, respectively, in each case from July 14, 2016.

We will pay interest on the fixed rate notes semiannually in arrears on January 14 and
July 14 of each year, beginning on January 14, 2017, to the persons in whose names the
fixed rate notes are registered as of the close of business on the fifteenth day before the
due date for payment (whether or not a business day). Interest on the fixed rate notes

will be paid to but excluding the relevant interest payment date. We will compute
interest on the fixed rate notes on the basis of a 360-day year consisting of twelve 30-
day months. If any payment is due on the fixed rate notes on a day that is not a business
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PROSPECTUS SUPPLEMENT
day, we will make payment on the date that is the next succeeding business day.

We will pay 100% of the principal amount of the fixed rate notes at their respective

maturity dates.

See "Description of the Notes--Principal, Maturity and Interest for the Fixed Rate

Notes."

Payment of Principal and Interest for the Floating
Interest on the floating rate notes will accrue at a floating rate per annum, reset
Rate Notes
quarterly, equal to the three-month U.S. dollar LIBOR

S-2
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plus 1.11% from July 14, 2016. LIBOR for each interest period (as defined herein) will

be determined by the calculation agent in accordance with the terms of the floating rate
notes.

We will pay interest on the floating rate notes quarterly in arrears on January 14, April
14, July 14 and October 14 of each year, beginning on October 14, 2016, subject to

adjustments, to the persons in whose names the floating rate notes are registered as of
the close of business on the fifteenth day before the due date for payment (whether or
not a business day).

We will compute interest on the floating rate notes on the basis of the actual number of
days in an interest period and a 360-day year. The first interest period will begin on and

include July 14, 2016 and will end on but exclude the first interest payment date of the
floating rate notes. The interest rate applicable to the first interest period will be
determined by the calculation agent on July 12, 2016.

If any interest payment date (other than the maturity date) of the floating rate notes
would fall on a day that is not a business day, that interest payment date will be adjusted

to the day that is the next succeeding business day, unless that business day is in the
next succeeding month, in which case such interest payment date will be the
immediately preceding business day.

The maturity date for the floating rate notes will be July 14, 2021. In the event July 14,
2021 is not a business day, the payment of interest and principal in respect of the

floating rate notes will be made on the next succeeding day that is a business day, and
no interest on such payment shall accrue for the period from and after July 14, 2021.

We will pay 100% of the principal amount of the floating rate notes at the maturity date.

See "Description of the Notes--Principal, Maturity and Interest for the Floating Rate

Notes" and "Description of the Notes--Determination of Floating Interest Rate."

Redemption for Taxation Reasons
The notes of each series may be redeemed at our option, in whole, but not in part, at any
time, subject to prior confirmation of the Financial Services Agency of Japan, or the
FSA (if such confirmation is required under applicable Japanese laws or regulations then
in effect), on giving not less than thirty (30) nor more than sixty (60) days' notice of
redemption to the holders (which notice shall be irrevocable and shall conform to all
requirements with respect to such notice as set forth in the indenture) at a redemption
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PROSPECTUS SUPPLEMENT
price equal to 100% of the principal amount of the relevant notes together with interest
accrued to the date fixed for redemption and any additional amounts thereon, if we have
been or will become obliged to pay additional amounts as described under "Description
of the Debt Securities--Taxation and

S-3
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Additional Amounts" in the accompanying prospectus as a result of any change in, or
amendment to, the laws or regulations of Japan or any political subdivision or any
authority thereof or therein having power to tax, or any change in application or official
interpretation of such laws or regulations, which change or amendment becomes
effective on or after the original issuance date of the notes of the relevant series and such

obligation cannot be avoided by the taking of reasonable measures available to us;
provided, that no such notice of redemption shall be given sooner than ninety (90) days
prior to the earliest date on which we would be obliged to pay such additional amounts
were a payment then due in respect of the relevant notes. See "Description of the Notes
--Redemption for Taxation Reasons."

Events of Default and Remedies
The following will be events of default with respect to the notes of a series:

· Default shall be made for more than 15 days in the payment of principal and

premium, if any, and for more than 30 days in the payment of interest in respect of
any of the notes of such series;

· We shall have defaulted in the performance or observance of any covenant, condition
or provision contained in the notes of such series or in the indenture in respect of the

notes of such series for a period of 90 days after written notification requesting such
default to be remedied by us shall first have been given to us by the trustee or holders
of at least 25% in principal amount of the then outstanding notes of such series; or

· Certain events of bankruptcy, insolvency, reorganization or liquidation under
bankruptcy, civil rehabilitation, reorganization or insolvency law of Japan shall have

occurred with respect to us or an effective resolution shall have been passed by us for
our winding up or dissolution.

See "Description of the Notes--Events of Default and Remedies."

Each holder and the trustee acknowledge, consent and agree (a) for a period of 30 days
from and including the date upon which the Prime Minister of Japan, or the Prime
Minister, confirms that any of the measures set forth in Article 126-2, Paragraph 1, Item
2 of the Deposit Insurance Act of Japan, or the Deposit Insurance Act (or any successor
provision thereto), or Specified Item 2 Measures (tokutei dai nigo sochi), should be

applied to us, not to initiate any action to attach any assets, the attachment of which has
been prohibited by designation of the Prime Minister pursuant to Article 126-16 of the
Deposit Insurance Act (or any successor provision thereto) and (b) to any transfer of our
assets (including shares of our subsidiaries) or liabilities, or any portions thereof, with
permission of a Japanese court in accordance with Article 126-13 of the Deposit
Insurance Act (or any successor provision thereto), including any

S-4
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such transfer made pursuant to the authority of the Deposit Insurance Corporation of
Japan, or the DIC, to represent and manage and dispose of our assets under Article 126-
5 of the Deposit Insurance Act (or any successor provision thereto), and that any such

transfer shall not constitute a sale or disposal of our properties or assets for the purpose
of the restrictions described in "Description of the Debt Securities--Consolidation,
Merger, Sale or Conveyance" in the accompanying prospectus.

Listing
We have made an application to the Luxembourg Stock Exchange to list the notes on
the official list of the Luxembourg Stock Exchange and for such notes to be admitted to
trading on the Luxembourg Stock Exchange's Euro MTF Market.

Global Security
The notes of each series will be initially represented by one or more global certificates
in definitive, fully registered form without interest coupons, or global securities. The
global securities will be deposited upon issuance with the custodian for DTC and
registered in the name of DTC or its nominee. Beneficial interests in the global
securities may be held only through DTC (or any successor clearing system that holds
global securities) and its participants, including Euroclear and Clearstream.

The security numbers for the notes are:

5-year notes

10-year notes
Floating rate notes
CUSIP No.:

86562M AE0

86562M AF7

86562M AG5
ISIN:
US86562MAE03 US86562MAF77
US86562MAG50
Common Code:

144315367

144315421

144315405

Beneficial interests in the global securities will be shown on, and transfers thereof will
be effected only through, records maintained by the depositaries and their participants.
The sole holder of the notes represented by a global security will at all times be DTC or
its nominee (or a successor of DTC or its nominee), and voting and other consensual
rights of holders of each series of the notes will be exercisable by beneficial owners of
the notes only indirectly through the rules and procedures of the depositaries from time
to time in effect. Beneficial interests in the global securities may not be exchanged for
definitive notes except in the limited circumstances described under "Description of the
Debt Securities--Form, Book-entry and Transfer" in the accompanying prospectus.

Use of Proceeds
We intend to use the net proceeds of this offering to extend senior unsecured loans to
the Bank. The Bank intends to use the proceeds of the loans for general corporate
purposes.

Trustee, Paying Agent, Transfer Agent, Registrar and The Bank of New York Mellon will act as the trustee, paying agent, transfer agent and
Calculation Agent
registrar for each series of the notes and as calculation agent for the floating rate notes.

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Conflicts of Interest
SMBC Nikko Securities America, Inc. is an affiliate of ours and, as a result, has a
"conflict of interest" under Rule 5121 of the Financial Industry Regulatory Authority,
Inc. (FINRA), or Rule 5121. Consequently, this offering is being conducted in
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PROSPECTUS SUPPLEMENT
compliance with the provisions of Rule 5121. Because this offering is of notes that are
rated investment grade, pursuant to Rule 5121, the appointment of a "qualified
independent underwriter" is not necessary. See "Underwriting (Conflicts of Interest)"
beginning on page S-38 of this prospectus supplement.

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Table of Contents
RISK FACTORS
Investing in the notes involves risks. You should consider carefully the risks relating to the notes described below, as well as the other
information presented in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus, before you decide
whether to invest in the notes. If any of these risks actually occurs, our business, financial condition and results of operations could suffer, and the
trading price and liquidity of the notes offered could decline, in which case you may lose all or part of your investment. The following does not
describe all the risks of an investment in the notes. Prospective investors should consult their own financial and legal advisers about risks
associated with investment in a particular series of notes and the suitability of investing in the notes in light of their particular circumstances.
This prospectus supplement and the accompanying prospectus also contain forward-looking statements that involve risks and uncertainties.
Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the
risks described below, elsewhere in this prospectus supplement and in "Item 3. Key Information--Risk Factors" of our annual report on Form 20-
F for the fiscal year ended March 31, 2016.
Risks Related to the Notes
The notes will be structurally subordinated to indebtedness and other liabilities of our subsidiaries, including Sumitomo Mitsui Banking
Corporation.
As a holding company, our assets consist primarily of equity in and loans to our subsidiaries, in particular SMBC, and our ability to make
payments on the notes depends on our receipt of dividends, loan payments and other funds from such subsidiaries. If our Group subsidiaries'
financial conditions materially deteriorate or under certain other conditions, we may not be able to receive such funds from our subsidiaries due to
legal restrictions, including under the Banking Act of Japan, or the Banking Act, the Companies Act of Japan, or the Companies Act, and the
Deposit Insurance Act or as a result of contractual obligations applicable to such subsidiaries. Claims of holders of the notes will be structurally
subordinated to claims of creditors of our subsidiaries. In addition, our right to participate in any distribution of assets of any subsidiary (and thus
the ability of holders of the notes to benefit as our creditors from such distribution) in bankruptcy, corporate reorganization, civil rehabilitation,
liquidation or similar proceedings will be junior to creditors of that subsidiary, except to the extent that we may be recognized as a creditor of
those subsidiaries in such proceedings. Claims of creditors of our subsidiaries include substantial amounts of long-term debt, deposit liabilities of
SMBC and other banking subsidiaries, short-term borrowings, obligations under derivative transactions, trade payables and lease obligations. As a
result, holders of the notes may receive less than full payment in the event of our bankruptcy, corporate reorganization, civil rehabilitation,
liquidation or similar proceeding, even though the claims of creditors of our subsidiaries may be satisfied in full.
We expect to use the proceeds of the offering to extend senior unsecured loans to SMBC. However, we may discharge or extinguish (in
whole or in part) or restructure such loans or any other loans to or investments in SMBC or any of our other subsidiaries at any time including,
without limitation, to satisfy banking or other regulatory requirements, including loss absorption requirements, applicable to us in the future. For
example, in April 2016, the FSA published an explanatory paper entitled "The FSA's Approach to Introduce the TLAC Framework," or the FSA's
Approach, which describes its approach for the introduction of the Total Loss-Absorbing Capacity, or TLAC, to the framework of the Financial
Stability Board, or the FSB, in Japan. Under the FSA's Approach, the FSA plans to require bank holding companies of global systemically
important banks, or G-SIBs, in Japan, which includes us, to cause any material sub-groups that are designated as systemically important by the
FSA to maintain a certain level of capital and debt recognized by the FSA as having loss-absorbing and recapitalization capacity, or Internal
TLAC. We may restructure our loans to or investments in our material subsidiaries to meet such Internal TLAC requirements in the future. See
"Recent Developments--Combined TLAC and Capital Buffer Requirements" set forth herein, and "Item 4. Information on the Company--4.B.
Business Overview--Regulations in Japan--Regulations Regarding Capital Adequacy and

S-7
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Document Outline

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