Registration No. 333-209455
SUBJECT TO COMPLETION DATED SEPTEMBER 4, 2018
PROSPECTUS SUPPLEMENT
(To prospectus dated February 10, 2016)
Mitsubishi UFJ Financial Group, Inc.
$ Floating Rate Senior Notes due July 26, 2023
$ 3.761% Senior Notes due July 26, 2023
$ % Senior Notes due
September , 2028
Mitsubishi UFJ Financial Group, Inc., or MUFG, expects to issue the above-listed senior notes, collectively
the Notes, pursuant to a senior indenture, dated March 1, 2016, or the Indenture. MUFG Securities Americas Inc. and other broker-dealers may use this prospectus supplement and the accompanying prospectus in connection with market-making transactions
in the Notes after their initial sale.
The floating rate senior notes due July 26, 2023 offered hereby, or the 5-year floating rate notes, bear
interest commencing July 26, 2018 at a floating rate, payable quarterly in arrears on January 26, April 26, July 26 and October 26 of each year, subject to adjustments, with the first interest payment to be made on October 26, 2018. The interest
rate on the 5-year floating rate notes for each interest period is a per annum rate equal to three-month U.S. dollar LIBOR plus 0.86%. The 5-year floating rate notes will constitute a further issuance of, and will form a single series with, our
floating rate senior notes due July 26, 2023, which we previously issued in the aggregate principal amount of $800,000,000 on July 26, 2018 under the Indenture, or the existing 5-year floating rate notes. The fixed rate senior notes due July 26,
2023 offered hereby, or the 5-year fixed rate notes, bear interest commencing July 26, 2018 at the per annum rate listed above, payable semi-annually in arrears on January 26 and July 26 of each year, with the first interest payment to be made on
January 28, 2019 with the same force and effect as if made on January 26, 2019. The
5-year
fixed rate notes will constitute a further issuance of, and will form a single series with, our 3.761% senior notes
due July 26, 2023, which we previously issued in the aggregate principal amount of $1,000,000,000 on July 26, 2018 under the Indenture, or the existing 5-year fixed rate notes. The
5-year
floating rate notes
and the 5-year fixed rate notes will have the same CUSIP and ISIN numbers as, and will trade interchangeably with, the existing 5-year floating rate notes and the existing 5-year fixed rate notes, respectively, immediately upon settlement. The
offering price of each of the
5-year
floating rate notes and the 5-year fixed rate notes will include accrued interest from (and including) July 26, 2018 to (but excluding) the issue date, which must be paid
by the purchasers. The fixed rate senior notes due September , 2028, or the 10-year fixed rate notes, will bear interest commencing September , 2018 at a per annum rate listed above, payable
semi-annually in arrears on March and September of each year, with the first interest payment to be made on March , 2019.
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.
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 FactorsRisks Related to the Senior Debt SecuritiesThe senior debt
securities will be structurally subordinated to the liabilities of MUFGs 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 have made an application to the Luxembourg Stock Exchange to list the Notes on the official list
of the Luxembourg Stock Exchange and for the Notes to be admitted to trading on the Luxembourg Stock Exchanges Euro MTF Market. The Luxembourg Stock Exchanges Euro MTF Market is not a regulated market for the purposes of Directive
2014/65/EU. This prospectus supplement with the accompanying prospectus constitutes the listing prospectus for purposes of Part IV of the Luxembourg law on prospectus for securities dated July 10, 2005, as amended. This prospectus supplement and the
accompanying prospectus may be used only for the purposes for which it has been published, and does not constitute a prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC, as amended).
Investing in the Notes involves risks. See
Risk Factors
beginning on page 6 of the accompanying prospectus, updated
on page S-2 of this prospectus supplement, and as incorporated by reference herein from our most recent annual report on Form 20-F.
Neither the U.S. Securities and
Exchange Commission, or the SEC, nor any state securities regulators has approved or disapproved these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
These securities are not deposits or savings accounts. These securities are not insured by the U.S. Federal Deposit
Insurance Corporation, or the FDIC, or any other governmental agency or instrumentality.
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Price to Public
(1)
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Underwriting Discounts
and Commissions
(2)
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Proceeds to us
(before
expenses)
(1)
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Per Floating Rate Note due 2023
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%
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%
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%
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Total Floating Rate Notes due 2023
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$
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$
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$
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Per Fixed Rate Note due 2023
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%
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%
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%
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Total Fixed Rate Notes due 2023
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$
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$
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$
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Per Fixed Rate Note due 2028
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%
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%
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%
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Total Fixed Rate Notes due 2028
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$
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$
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$
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(1)
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Plus accrued interest on each of the Floating Rate Notes due 2023 and the Fixed Rate Notes due 2023 from (and
including) July 26, 2018 to (but excluding) the issue date, which must be paid by the purchasers of such notes. The amount of accrued interest per $1,000 principal amount of the Floating Rate Notes due 2023 from (and including) July 26, 2018 to (but
excluding) September , 2018, which is the expected issue date, will be $ . The amount of accrued interest per $1,000 principal amount of the Fixed Rate
Notes due 2023 from (and including) July 26, 2018 to (but excluding) the same expected issue date, will be $ . Plus accrued interest, if any, on the Fixed Rate Notes due 2028
after September , 2018.
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(2)
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For additional underwriting compensation information, see Underwriting (Conflicts of Interest).
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The Notes are expected to be delivered to purchasers in book-entry form only through the facilities of The Depository Trust
Company, or DTC, for the accounts of its participants, including Euroclear Bank SA/NV, or Euroclear, and Clearstream Banking S.A., or Clearstream, Luxembourg, on or about September , 2018.
Joint Lead Managers and Joint Bookrunners
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MORGAN STANLEY
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MUFG
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CITIGROUP
(5-year notes)
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J.P. Morgan
(10-year notes)
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The date of this prospectus supplement is September , 2018