Obligation Sumitomo Mitsui Financial Group 3.364% ( US86562MAR16 ) en USD

Sumitomo Mitsui Financial Group

99.043 % ▼

Japon

US86562MAR16 ( en USD )

3.364% par an ( paiement semestriel )

12/07/2027

Prospectus brochure de l'obligation Sumitomo Mitsui FG US86562MAR16 en USD 3.364%, échéance 12/07/2027

2 000 USD

1 750 000 000 USD

86562MAR1

A- ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

12/01/2026 ( Dans 29 jours )

Sumitomo Mitsui Financial Group (SMFG) est une société holding financière japonaise offrant une large gamme de services financiers, notamment la banque de détail, la banque d'investissement et la gestion d'actifs.

L'Obligation émise par Sumitomo Mitsui Financial Group ( Japon ) , en USD, avec le code ISIN US86562MAR16, paye un coupon de 3.364% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 12/07/2027

L'Obligation émise par Sumitomo Mitsui Financial Group ( Japon ) , en USD, avec le code ISIN US86562MAR16, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Sumitomo Mitsui Financial Group ( Japon ) , en USD, avec le code ISIN US86562MAR16, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

PROSPECTUS SUPPLEMENT
(To prospectus dated January 21, 2016)
Sumitomo Mitsui Financial Group, Inc.
(incorporated under the laws of Japan with limited liability)
U.S.$2,000,000,000 2.784% Senior Notes due 2022
U.S.$1,750,000,000 3.364% Senior Notes due 2027
U.S.$500,000,000 Senior Floating Rate Notes due 2022
We will issue an aggregate principal amount of U.S.$2,000,000,000 of senior notes due July 12, 2022, or the 5-year notes, and an
aggregate principal amount of U.S.$1,750,000,000 of senior notes due July 12, 2027, 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 12, 2017, at an annual rate of 2.784% and
3.364%, respectively, payable semiannually in arrears on January 12 and July 12 of each year, beginning on January 12, 2018.
We will issue an aggregate principal amount of U.S.$500,000,000 of senior floating rate notes due July 12, 2022, or the floating rate
notes, and together with the fixed rate notes, the notes. The floating rate notes will bear interest commencing July 12, 2017 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 0.78% payable quarterly in arrears on January 12, April 12, July 12 and October 12 of each year, beginning
on October 12, 2017, 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", 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-9 of this prospectus
supplement before making any decision to invest in the notes.
Per 5-year
Per 10-year
Per floating rate
note
note
note
Total
Public offering price(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100%
100%
100%
U.S.$4,250,000,000
Underwriting commissions(2) . . . . . . . . . . . . . . . . . . . . . . .
0.35%
0.45%
0.35%
U.S.$
16,625,000
Proceeds, before expenses, to SMFG(1) . . . . . . . . . . . . . . . .
99.65%
99.55%
99.65%
U.S.$4,233,375,000
(1) Plus accrued interest from July 12, 2017, if settlement occurs after that date.
(2) For additional underwriting compensation information, see "Underwriting (Conflicts of Interest)."
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus supplement or the related prospectus. Any representation to the contrary is a criminal
offense.
The notes of each series will be represented by one or more global certificates deposited with a custodian for, and registered in the name
of a nominee of, The Depository Trust Company, or DTC. Beneficial interests in these global certificates will be shown on, and transfers
thereof will be effected through, records maintained by DTC and its direct and indirect participants, including Euroclear Bank SA/NV, or
Euroclear, and Clearstream Banking S.A., or Clearstream. Except as described in this prospectus supplement or the accompanying prospectus,
notes in definitive certificated form will not be issued in exchange for global certificates.
It is expected that the notes will be delivered in book-entry form only, through the facilities of DTC and its participants, including
Euroclear and Clearstream, on or about July 12, 2017.
Joint Lead Managers and Joint Bookrunners
Goldman Sachs & Co. LLC
SMBC Nikko
BofA Merrill Lynch
Citigroup
Senior Co-Managers
Barclays
J.P. Morgan
Nomura
Co-Managers
Daiwa Capital Markets
HSBC
Credit Agricole CIB
Credit Suisse
UBS Investment Bank
Wells Fargo Securities
Prospectus Supplement dated July 6, 2017

TABLE OF CONTENTS
Prospectus Supplement
Page
Prospectus Supplement Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-9
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-15
Exchange Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-16
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-17
Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-18
Selected Financial and Other Information (IFRS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-19
Supplemental Financial and Other Information (Japanese GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-21
Supervision and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-26
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-28
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-29
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-35
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-43
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-50
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-51
Incorporation By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-52
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
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

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 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 (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 dated January 21, 2016 and filed with the SEC on the same date, and the documents incorporated by
reference in this prospectus supplement. The second part is the above-mentioned prospectus, to which we refer as
the "accompanying prospectus." The accompanying prospectus contains a description of the senior and
subordinated debt securities and gives more general information, some of which may not apply to the notes. If
the description of the notes in this prospectus supplement differs from the description in the accompanying
prospectus, the description in this prospectus supplement supersedes the description in the accompanying
prospectus.
We have not, and the underwriters have not, authorized any other person to provide you with any
information other than that contained in or incorporated by reference into this prospectus supplement, in the
S-iii

accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have
referred you. "Incorporated by reference" means that we can disclose important information to you by referring
you to another document filed separately with the SEC. We are not responsible for, and can provide no assurance
as to the accuracy of, any other information that any other person may give you. We are not making, nor are the
underwriters making, an offer to sell the notes in any jurisdiction where the offer or sale is not permitted. You
should not assume that the information appearing in this prospectus supplement, the accompanying prospectus or
in any free writing prospectus prepared by or on behalf of us or to which we have referred you, including any
information incorporated by reference herein or therein, is accurate as of any date other than its respective date.
Our business, financial condition, results of operations and prospects may have changed since those respective
dates.
Copies of the documents incorporated by reference in this prospectus supplement as of the date of this
prospectus supplement will be available free of charge at the offices of the trustee and on the website of the
Luxembourg Stock Exchange (www.bourse.lu). This prospectus supplement may only be used for the purposes
for which it has been published.
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, 2017, reflect our current views with
respect to future events and are subject to risks, uncertainties and assumptions, including the risk factors
described in this prospectus supplement. Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from those described here as
anticipated, believed, estimated, expected or intended.
We have identified some of the risks inherent in forward-looking statements in "Item 3. Key Information--
Risk Factors" of our most recent annual report on Form 20-F and in the "Risk Factors" section of this prospectus
supplement. Other factors could also adversely affect our results or the accuracy of forward-looking statements in
this prospectus supplement, and you should not consider these to be a complete set of all potential risks or
uncertainties.
The forward-looking statements included or incorporated by reference in this prospectus supplement are
made only as of the dates on which such statements were made. We expressly disclaim any obligation or
undertaking to release any update or revision to any forward-looking statement contained herein to reflect any
change in our expectations with regard thereto or any change in events, conditions or circumstances on which
any statement is based.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Our primary financial statements for SEC reporting purposes are prepared on an annual and semi-annual
basis in accordance with International Financial Reporting Standards as issued by the International Accounting
S-iv

Standards Board, or IFRS, while our financial statements for reporting in our jurisdiction of incorporation and
Japanese bank regulatory purposes are prepared on an annual and quarterly basis in accordance with accounting
principles generally accepted in Japan, or Japanese GAAP.
Financial information for us contained or incorporated by reference herein is presented in accordance with
IFRS or Japanese GAAP, as specified herein or in the relevant document being incorporated by reference.
Financial information for SMBC contained or incorporated by reference herein is presented in accordance with
Japanese GAAP. See "Incorporation by Reference" for a list of documents being incorporated by reference
herein.
IFRS and Japanese GAAP differ in certain respects from each other and from generally accepted accounting
principles in the United States, or U.S. GAAP, and in other countries. For a description of certain differences
between IFRS and Japanese GAAP, see "Item 5.A Operating Results--Reconciliation with Japanese GAAP" in
our most recent annual report on Form 20-F filed with the SEC. You should consult your own professional
advisers for a more complete understanding of the differences between IFRS, Japanese GAAP, U.S. GAAP and
the generally accepted accounting principles of other countries and how those differences might affect the
financial information contained or incorporated by reference in this prospectus supplement or the accompanying
prospectus.
In this prospectus supplement, where IFRS financial information is presented in millions, billions or trillions
of yen or thousands, millions or billions of dollars, amounts of less than one thousand, one million, one billion or
one trillion, as the case may be, have been rounded. Where Japanese GAAP financial information is presented in
millions of yen or thousands or millions of dollars, amounts of less than one thousand or one million, as the case
may be, have been truncated. Where Japanese GAAP financial information is presented in billions or trillions of
yen or billions of dollars, amounts of less than one billion or one trillion, as the case may be, have been rounded,
except for information of SMBC Nikko Securities Inc., or SMBC Nikko Securities, the amounts of which have
been truncated. Accordingly, the total of each column of figures may not be equal to the total of the individual
items. All percentages have been rounded to the nearest percent, one-tenth of one percent or one-hundredth of
one percent, as the case may be, except for capital ratios, which have been truncated.
Unless otherwise specified or required by the context: references to "days" are to calendar days; references
to "years" are to calendar years and to "fiscal years" are to our fiscal years ending on March 31; references to
"$," "U.S.$," "dollars" and "U.S. dollars" are to United States dollars, references to "yen" and "¥" are to
Japanese yen and references to "" are to the euro, the currency of those member states of the European Union
that are participating in the European Economic and Monetary Union pursuant to the Treaty on European Union.
Unless otherwise specified, when converting currencies into yen we use Sumitomo Mitsui Banking Corporation's
median exchange rates for buying and selling spot dollars, or other currencies, by telegraphic transfer against yen
as determined at the end of the relevant fiscal period. Unless the context otherwise requires, "SMFG," the
"issuer," "we," "us," "our," and similar terms refer to Sumitomo Mitsui Financial Group, Inc. as well as to its
subsidiaries. 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.
In this prospectus supplement, all of our financial information is presented on a consolidated basis, unless
we state otherwise.
S-v

PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights key information described in greater detail elsewhere, or incorporated by
reference, in this prospectus supplement and the accompanying prospectus. You should read carefully the entire
prospectus supplement, the accompanying prospectus and the documents incorporated by reference before
making an investment decision.
Our Company
We are a joint stock company incorporated in December 2002 with limited liability under the laws of Japan.
We are a holding company that directly owns 100% of the issued and outstanding shares of SMBC, which is one
of the largest commercial banks in Japan and can trace the origin of its banking business back to the seventeenth
century. We are one of the three largest banking groups in Japan, with an established presence across all of the
consumer and corporate banking sectors. In addition to SMBC, 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 84,000 domestic corporate borrower customers
on a non-consolidated basis as of March 31, 2017.
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.
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.
S-1

The Offering
U.S.$2,000,000,000 2.784% Senior Notes due 2022
Securities Offered . . . . . . . . . . . . . . . . . . $2,000,000,000 aggregate principal amount of 2.784% senior notes
due July 12, 2022.
Offering Price . . . . . . . . . . . . . . . . . . . . . 100% of the principal amount plus accrued interest from July 12,
2017, if settlement occurs after that date.
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . The 5-year notes will mature on July 12, 2022.
Payment of Principal and Interest for the
5-year Notes . . . . . . . . . . . . . . . . . . . . Interest on the 5-year notes will accrue at the rate of 2.784% per
annum from July 12, 2017.
We will pay interest on the 5-year notes semiannually in arrears on
January 12 and July 12 of each year, beginning on January 12, 2018,
to the persons in whose names the 5-year notes are registered as of the
close of business on the fifteenth day before the due date for payment
(whether or not a business day). Interest on the 5-year notes will be
paid to but excluding the relevant interest payment date. We will
compute interest on the 5-year notes on the basis of a 360-day year
consisting of twelve 30-day months. If any payment is due on the
5-year notes on a day that is not a business day, we will make
payment on the date that is the next succeeding business day.
We will pay 100% of the principal amount of the 5-year notes at the
maturity date.
See "Description of the Notes--Principal, Maturity and Interest for
the Fixed Rate Notes."
Security Numbers . . . . . . . . . . . . . . . . . . The security numbers for the 5-year notes are:
CUSIP No.: . . . . . . . . . . . . . .
86562M AQ3
ISIN: . . . . . . . . . . . . . . . . . . .
US86562MAQ33
Common Code: . . . . . . . . . . .
164289214
Other Terms . . . . . . . . . . . . . . . . . . . . . . . For more information on the terms of the 5-year notes, see
"--General Terms of the Notes" and "Description of the Notes" in
this prospectus supplement and "Description of the Debt Securities"
in the accompanying prospectus.
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U.S.$1,750,000,000 3.364% Senior Notes due 2027
Securities Offered . . . . . . . . . . . . . . . . . . $1,750,000,000 aggregate principal amount of 3.364% senior notes
due July 12, 2027.
Offering Price . . . . . . . . . . . . . . . . . . . . . 100% of the principal amount plus accrued interest from July 12,
2017, if settlement occurs after that date.
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . The 10-year notes will mature on July 12, 2027.
Payment of Principal and Interest for the
10-year Notes . . . . . . . . . . . . . . . . . . . Interest on the 10-year notes will accrue at the rate of 3.364% per
annum from July 12, 2017.
We will pay interest on the 10-year notes semiannually in arrears on
January 12 and July 12 of each year, beginning on January 12, 2018,
to the persons in whose names the 10-year notes are registered as of
the close of business on the fifteenth day before the due date for
payment (whether or not a business day). Interest on the 10-year notes
will be paid to but excluding the relevant interest payment date. We
will compute interest on the 10-year notes on the basis of a 360-day
year consisting of twelve 30-day months. If any payment is due on the
10-year notes on a day that is not a business day, we will make
payment on the date that is the next succeeding business day.
We will pay 100% of the principal amount of the 10-year notes at the
maturity date.
See "Description of the Notes--Principal, Maturity and Interest for
the Fixed Rate Notes."
Security Numbers . . . . . . . . . . . . . . . . . . The security numbers for the 10-year notes are:
CUSIP No.: . . . . . . . . . . . . . .
86562M AR1
ISIN: . . . . . . . . . . . . . . . . . . .
US86562MAR16
Common Code: . . . . . . . . . . .
164289222
Other Terms . . . . . . . . . . . . . . . . . . . . . . . For more information on the terms of the 10-year notes, see
"--General Terms of the Notes" and "Description of the Notes" in
this prospectus supplement and "Description of the Debt Securities"
in the accompanying prospectus.
S-3

U.S.$500,000,000 Senior Floating Rate Notes due 2022
Securities Offered . . . . . . . . . . . . . . . . . . $500,000,000 aggregate principal amount of senior floating rate notes
due July 12, 2022.
Offering Price . . . . . . . . . . . . . . . . . . . . . 100% of the principal amount plus accrued interest from July 12,
2017, if settlement occurs after that date.
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . The floating rate notes will mature on July 12, 2022.
Payment of Principal and Interest for the
Floating Rate Notes . . . . . . . . . . . . . . . Interest on the floating rate notes will accrue at a floating rate per
annum, reset quarterly, equal to the three-month U.S. dollar LIBOR
plus 0.78% from July 12, 2017. 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 12, April 12, July 12 and October 12 of each year, beginning
on October 12, 2017, 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 12, 2017 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 10, 2017.
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 12, 2022. In
the event July 12, 2022 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
.
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."
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Security Numbers . . . . . . . . . . . . . . . . . . The security numbers for the floating rate notes are:
CUSIP No.: . . . . . . 86562M AP5
ISIN: . . . . . . . . . . . US86562MAP59
Common Code: . . . 164289206
Other Terms . . . . . . . . . . . . . . . . . . . . . . . For more information on the terms of the floating rate notes, see
"--General Terms of the Notes" and "Description of the Notes" in
this prospectus supplement and "Description of the Debt Securities"
in the accompanying prospectus.
Calculation Agent . . . . . . . . . . . . . . . . . . The Bank of New York Mellon will act as calculation agent for the
floating rate notes.
S-5