FINAL DISCLOSURE SUPPLEMENT Dated June 25, 2015 To the Disclosure Statement dated March 30, 2015 MUFG Union Bank, N.A. Average Return Market-Linked Certificates of Deposit, due June 30, 2021 (MLCD No. 376) Average Return Linked to the Bloomberg WTI Crude Oil Subindex Set forth below are the terms and conditions of the above specified MUFG Union Bank, N.A. (the Bank ) Average Return Market- Linked Certificates of Deposit (the MLCDs ). You should carefully review this Disclosure Supplement (the Supplement ), as well as the attached Disclosure Statement, before deciding if an investment in an MLCD is appropriate for you. In the event of any inconsistency between the Disclosure Statement and this Supplement, the terms of the Supplement will control. In general, the MLCDs are designed for investors who seek return of principal along with participation in the potential appreciation of the Investment Benchmark and who are prepared to hold the MLCD until the Maturity Date. All capitalized terms used but not defined herein have the meanings set forth in the Disclosure Statement. MLCD Description Each MLCD is a certificate of deposit that offers a potential return based on the performance of the Bloomberg WTI Crude Oil Subindex (the Investment Benchmark ), if held to maturity. This return is therefore not a fixed coupon and no periodic interest payments will be made on the MLCDs. Return Potential: The interest payment to the depositor is equal to the greater of a participation in the average return of the Investment Benchmark or zero (as defined below). Return of Principal: At maturity, you will receive repayment of your Deposit Amount regardless of the performance of the Investment Benchmark. However, investors who redeem all or a portion of their MLCD early may lose a portion of their Deposit Amount. FDIC Insurance: The MLCDs are deposit obligations of the Bank and are therefore eligible for FDIC coverage up to applicable limits set by federal law and regulation. The FDIC insures all deposits maintained by a depositor in the same ownership capacity (i.e., individual or joint) at the same insured depository institution up to an aggregate amount of $250,000. Further, with respect to the MLCDs, the FDIC insurance covers only the Deposit Amount and does not include any Indexed Interest Amount or secondary market premium. You are responsible for determining and monitoring the FDIC insurance coverage limit available to you in purchasing any MLCD. The Bank has no obligation to monitor the FDIC insurance coverage that is available to you. IRA Eligible: MLCDs are eligible investments for individual retirement accounts ( IRAs ). Risks and Considerations Purchasing an MLCD involves a number of risks, including risks not typically associated with fixed-rate or floating-rate certificates of deposit or debt instruments. The Bank recommends that prospective investors carefully consider, together with their financial, legal, accounting, tax and other advisors, those risks in determining the suitability of an MLCD in light of their financial circumstances. Please refer to the accompanying Disclosure Statement for a more detailed discussion of these risks which include, but are not limited to: You are not guaranteed the return of the Deposit Amount if your MLCD is not held to maturity. In addition, if you choose to exercise the Early Redemption feature, you are not guaranteed the return of the Deposit Amount. If you hold more in deposits with the Bank than applicable FDIC insurance limits (including the MLCDs you purchase), you will not receive the benefit of FDIC insurance for any balance in excess of that amount. In this instance, the return of principal is subject to the credit risk of the Bank. Neither the Bank nor any Offering Broker is required to, nor does the Bank or any of its affiliates intend to, make a secondary market in the MLCDs. There is no assurance that a secondary market will develop. Funds needed prior to maturity should not be invested in the MLCDs. The MLCDs may yield a return that is less than that of a traditional certificate of deposit or debt instrument of a comparable maturity. Interest on the MLCDs will be subject to annual income taxes based upon a comparable yield for the issuance, even though no payments will be made on the MLCDs until the Maturity Date, absent early redemption. You may incur a tax liability without any offsetting income from the MLCDs. See United States Federal Income Tax Considerations herein and in the Disclosure Statement. The Indexed Interest Amount (as defined below) may not reflect the full upside performance of the Investment Benchmark, and the performance of the Investment Benchmark may result in the investor receiving only the Deposit Amount at maturity. Although the return on the MLCD is linked to the performance of the Investment Benchmark, you will not have any rights in or to the commodities referenced in the Investment Benchmark. The MLCDs will not be regulated by the U.S. Commodity Futures Trading Commission. In addition, the Indexed Interest Amount will be subject to market volatility and risks relating to commodities. Because the MLCDs are linked to the Investment Benchmark, which reflects the return on futures contracts on an exchangetraded physical commodity, it will be less diversified than funds or investment portfolios investing in a broader range of products. Additionally, the exchange-traded physical commodities underlying the futures contracts included in the Investment Benchmark from time to time are concentrated in a single sector, WTI Crude Oil. As a result, the market price of the MLCDs prior to maturity could be subject to greater volatility. The MLCDs are made available through UnionBanc Investment Services LLC ( UBIS ), a subsidiary of the Bank, and/or other Offering Brokers. The MLCDs are time deposit obligations of the Bank, a national banking association, and are not obligations of MUFG Americas Holdings Corporation, the Offering Brokers, or any other company affiliated with the Bank. None of MUFG Americas Holdings Corporation, UBIS or any other affiliate of the Bank guarantees the financial condition of the Bank.
Key Terms Issuer... Investment Benchmark... Currency... Minimum Deposit Amount... MUFG Union Bank, N.A. Bloomberg WTI Crude Oil Subindex (ticker: BCOMCL). The Investment Benchmark is described in more detail in Annex A hereto. USD. Pricing Date... June 25, 2015. Issue Date (Settlement Date)... June 30, 2015. Maturity Date... June 30, 2021. Payment at Maturity... Indexed Interest Amount... Investment Benchmark Return Percentage... Minimum Annual Percentage Yield ( APY )... Periodic Interest Payments... $1,000 principal amount (except that each Offering Broker may, in its discretion, impose a higher minimum deposit amount with respect to MLCD sales to its customers) and multiples of $1,000 principal amount in excess of such amount. The Deposit Amount plus the greater of (i) the Indexed Interest Amount or (ii) zero. The product of the Investment Benchmark Return Percentage and the Participation Rate (each as defined below) multiplied by the Deposit Amount. The Calculation Agent will determine the Investment Benchmark Return Percentage by applying the following formula: Where: (Average Investment Benchmark Value Initial Closing Value) Initial Closing Value The Average Investment Benchmark Value is the arithmetic average of the Closing Values of the Investment Benchmark on the 25th of each March, June, September and December beginning September 25, 2015, through and including the Final Observation Date (defined below), collectively referred to herein as the Observation Dates. Accordingly, there will be a total of 24 Closing Values used to calculate the Average Investment Benchmark Value. The Average Investment Benchmark Value will be determined by adding together all of the Closing Values and dividing the sum by 24. Closing Value is the closing level of the Investment Benchmark on any Scheduled Trading Day. If any Observation Date is not a Scheduled Trading Day, the Closing Value will be determined on the immediately succeeding Scheduled Trading Day. The Initial Closing Value will be 142.9370, the Closing Value of the Investment Benchmark on the Pricing Date. The Final Observation Date will be June 25, 2021. Changes in the value of the Investment Benchmark from the Final Observation Date to the Maturity Date will not affect the Indexed Interest Amount or the return on the MLCD. 0.00% (if the Average Investment Benchmark Value of the Investment Benchmark does not exceed the Initial Closing Value, so that only the outstanding Deposit Amount and the Minimum Indexed Interest Amount is payable on the MLCDs). APYs assume that the MLCDs were purchased in the original offering and are calculated on the basis of a 365-day year. The precise Minimum APY will be determined on the Pricing Date. None. 2
Call Feature... None. Participation Rate:... 75%. Minimum Indexed Interest Amount... 0.00%. Early Redemption Dates... Survivor s Option... The 15th of each March, June, September, and December, beginning June 15, 2016. The amount you receive upon an early redemption (the Early Redemption Amount ) is described in the section of the Disclosure Statement entitled General Description of the MLCDs - Early Redemption and Early Redemption Penalty." Upon an Early Redemption, the amount that you may receive for your MLCD may be less than if held to maturity and will be impacted by the factors described under "Risk Factors The Price at Which You May Sell the MLCDs Prior to Maturity May Be Substantially Less Than Your Deposit Amount and Fees and Hedging in the Disclosure Statement. Upon the death or adjudication of incompetence of the beneficial owner of the MLCD, the estate will be entitled to the return of the full Deposit Amount. The estate will not be entitled to additional payments associated with the performance of the Investment Benchmark or any secondary market premiums that may have been paid. Survivor s Option Payment Dates... The 10 th of each month, beginning August 10, 2015. Calculation Agent... MUFG Union Bank, N.A. Scheduled Trading Day... CUSIP... Selling Concession... Estimated Value... Any weekday on which the New York Mercantile Exchange (the NYMEX ) or any successor thereto, is open for trading, and the level of the Investment Benchmark is published. 624786BE8 The MLCDs will be distributed through Participating Brokers. Participating Brokers will receive a Placement Fee from the Bank of up to 2.50% of the aggregate Deposit Amount of the MLCDs sold. The estimated value of the MLCDs on the Pricing Date was $953.50 per $1,000 Deposit Amount. Please see the section below Additional Information Relating to the Estimated Value for important information relating to the estimated value of the MLCDs. 3
Illustrative Examples The following examples are provided for illustration purposes only and are hypothetical. They are not representative of every possible scenario concerning increases or decreases in the Closing Values of the Investment Benchmark relative to the Initial Closing Value. The Bank cannot predict the Closing Value of the Investment Benchmark on any Scheduled Trading Day. The assumptions the Bank has made in connection with the illustrations set forth below may not reflect actual events, and the hypothetical quarterly index values of the Investment Benchmark for each Observation Date used in the illustrations below may not be the actual quarterly index values of the Investment Benchmark for each such Observation Date. You should not take these examples as an indication or assurance of the expected performance of the Investment Benchmark or of the return on the MLCD. The following examples indicate how and whether the Indexed Interest Amount would be calculated and paid with respect to a hypothetical $1,000 Deposit Amount in the MLCDs. These examples assume that there is no early redemption, and that the MLCDs are held to maturity, and the following: Indexed Interest Amount: The product of the following: a) Deposit Amount b) Participation Rate c) Investment Benchmark Return Percentage Participation Rate: 75% Investment Benchmark Return Percentage: Minimum Indexed Interest Amount: Payment at Maturity: 0.00%. (Average Investment Benchmark Value Initial Closing Value) Initial Closing Value The Deposit Amount plus the greater of (i) zero and (ii) the Indexed Interest Amount. 4
Example 1: Investment Benchmark Increases in Value over MLCD Term Observation Dates Investment Benchmark Closing Values Initial Closing Value 142.94 September 25, 2015 145.37 December 29, 2015 152.56 March 29, 2016 154.85 June 27, 2016 158.72 September 26, 2016 164.67 December 28, 2016 161.05 March 27, 2017 170.55 June 26, 2017 181.13 September 25, 2017 177.51 December 27, 2017 180.31 March 26, 2018 181.34 June 25, 2018 180.98 September 25, 2018 180.07 December 27, 2018 188.17 March 25, 2019 184.41 June 25, 2019 182.57 September 25, 2019 186.07 December 27, 2019 185.14 March 25, 2020 197.17 June 25, 2020 205.55 September 25, 2020 207.63 December 29, 2020 207.42 March 25, 2021 210.18 Final Observation Value: 214.91 Average Investment Benchmark Value 181.60 Investment Benchmark Return Percentage 27.05% Participation Rate 75% Indexed Interest Amount $202.88 Since the Indexed Interest Amount is greater than zero, the Payment at Maturity is equal to the Deposit Amount of $1,000 plus the Indexed Interest Amount of $202.88 (which is the Investment Benchmark Return Percentage of 27.05% x the Participation Rate of 75% x the Deposit Amount of $1,000). Therefore, in this scenario, the Payment at Maturity would equal $1,202.88, since the Indexed Interest Amount exceeds the Minimum Indexed Interest Amount. Example 1 shows that the Average Investment Benchmark Value may be less than the Investment Benchmark Closing Value on the final Observation Date. In that case, the Payment at Maturity does not reflect the full performance of the Investment Benchmark during the term of the MLCDs when measured as the difference between the Initial Closing Value and the Closing Value on the Final Observation Date. Minimum Indexed Interest Amount $0.00 Payment at Maturity $1,202.88 Annual Percentage Yield 3.12% 5
Example 2: Investment Benchmark Decreases in Value over MLCD Term Observation Dates Investment Benchmark Closing Values Initial Closing Value 142.94 September 25, 2015 143.08 December 29, 2015 145.94 March 29, 2016 147.40 June 27, 2016 152.56 September 26, 2016 147.98 December 28, 2016 150.94 March 27, 2017 146.41 June 26, 2017 137.63 September 25, 2017 140.38 December 27, 2017 138.28 March 26, 2018 136.20 June 25, 2018 136.47 September 25, 2018 136.61 December 27, 2018 130.46 March 25, 2019 133.07 June 25, 2019 134.40 September 25, 2019 132.79 December 27, 2019 133.45 March 25, 2020 128.78 June 25, 2020 134.58 September 25, 2020 132.56 December 29, 2020 133.22 March 25, 2021 133.09 Final Observation Value: 132.82 Average Investment Benchmark Value 138.30 Investment Benchmark Return Percentage -3.25% In this hypothetical scenario, the Payment at Maturity is equal to the Deposit Amount of $1,000 since the Indexed Interest Amount is less than zero. The Indexed Interest Amount is -$24.38 (which is the Investment Benchmark Return Percentage of -3.25% x the Participation Rate of 75% x the Deposit Amount of $1,000) is less than the Minimum Indexed Interest Amount of $0. Therefore, in this scenario, the Payment at Maturity would equal the Deposit Amount of $1,000, since the Minimum Indexed Interest Amount exceeds the Indexed Interest Amount. Example 2 shows that when the Average Investment Benchmark Value is less than the Initial Closing Value, the investor would receive the Minimum Indexed Interest Amount, which may be less than the expected rate that a depositor would have received if the depositor had purchased a traditional certificate of deposit or other alternative investment. Participation Rate 75% Indexed Interest Amount ($24.38) Minimum Indexed Interest Amount $0.00 Payment at Maturity $1,000.00 Annual Percentage Yield 0.00% 6
Example 3: Investment Benchmark Increases in Value, but only the Deposit Amount is Applicable Observation Dates Investment Benchmark Closing Values Initial Closing Value 142.94 September 25, 2015 138.65 December 29, 2015 148.63 March 29, 2016 147.15 June 27, 2016 144.20 September 26, 2016 126.90 December 28, 2016 130.71 March 27, 2017 130.84 June 26, 2017 132.41 September 25, 2017 121.55 December 27, 2017 121.85 March 26, 2018 127.94 June 25, 2018 117.45 September 25, 2018 117.22 December 27, 2018 112.41 March 25, 2019 122.53 June 25, 2019 122.90 September 25, 2019 124.13 December 27, 2019 125.26 March 25, 2020 135.40 June 25, 2020 135.60 September 25, 2020 137.10 December 29, 2020 146.83 March 25, 2021 147.14 Final Observation Value: 151.99 Average Investment Benchmark Value 131.95 Investment Benchmark Return Percentage -7.69% Participation Rate 75% In this hypothetical scenario, the Payment at Maturity is equal to the Deposit Amount of $1,000 since the Indexed Interest Amount is less than zero. The Indexed Interest Amount is -$57.68 (which is the Investment Benchmark Return Percentage of -7.69% x the Participation Rate of 75% x the Deposit Amount of $1,000) is less than the Minimum Indexed Interest Amount of $0. Therefore, in this scenario, the Payment at Maturity would equal the Deposit Amount of $1,000, since the Minimum Indexed Interest Amount exceeds the Indexed Interest Amount. Example 3 shows that the Average Investment Benchmark Value may be less than the Investment Benchmark Closing Value on the final Observation Date. In that case, the Payment at Maturity does not reflect the full performance of the Investment Benchmark during the term of the MLCDs when measured as the difference between the Initial Closing Value and the Closing Value on the Indexed Interest Amount ($57.68) Minimum Indexed Interest Amount $0.00 Payment at Maturity $1,000.00 Annual Percentage Yield 0.00% 7
Example 4: Investment Benchmark Decreases in Value, but Indexed Interest Amount Exceeds the Zero at Maturity Observation Dates Investment Benchmark Closing Values Initial Closing Value 142.94 September 25, 2015 144.37 December 29, 2015 136.86 March 29, 2016 137.00 June 27, 2016 139.74 September 26, 2016 156.50 December 28, 2016 151.81 March 27, 2017 166.99 June 26, 2017 164.99 September 25, 2017 178.05 December 27, 2017 172.71 March 26, 2018 171.07 June 25, 2018 178.26 September 25, 2018 177.81 December 27, 2018 177.08 March 25, 2019 177.26 June 25, 2019 177.60 September 25, 2019 173.11 December 27, 2019 170.03 March 25, 2020 168.16 June 25, 2020 167.99 September 25, 2020 165.81 December 29, 2020 150.47 March 25, 2021 155.13 Final Observation Value: 141.17 Average Investment Benchmark Value 162.50 Investment Benchmark Return Percentage 13.69% Since the Indexed Interest Amount is greater than zero, the Payment at Maturity is equal to the Deposit Amount of $1,000 plus the Indexed Interest Amount of $102.68 (which is the Investment Benchmark Return Percentage of 13.69% x the Participation Rate of 75% x the Deposit Amount of $1,000). Therefore, in this scenario, the Payment at Maturity would equal $1,102.68, since the Indexed Interest Amount exceeds the Minimum Indexed Interest Amount. Example 4 shows that, even if the Closing Value on the Final Observation Date is below the Initial Closing Value, the investor may still receive a return that is greater than the Minimum Indexed Interest Amount, because the Investment Benchmark Return Percentage is calculated using Closing Values of the Investment Benchmark throughout the term of the MLCD. Participation Rate 75% Indexed Interest Amount $102.68 Minimum Indexed Interest Amount $0.00 Payment at Maturity $1,102.68 Annual Percentage Yield 1.64% 8
Investment Benchmark The Bloomberg WTI Crude Oil Subindex The Bank has obtained all information regarding the Investment Benchmark contained in this Supplement from publicly-available information. That information reflects the policies of, and is subject to change by the Investment Benchmark Sponsors. The Investment Benchmark Sponsors have no obligation to continue to publish, and may discontinue publication of, the Investment Benchmark. The consequences of the Investment Benchmark Sponsors discontinuing publication of the Investment Benchmark are described in the section entitled Discontinuance or Modification to the Investment Benchmark below. The Bank does not assume any responsibility for the accuracy or completeness of any information relating to the Investment Benchmark. Please see Annex A for additional information relating to the Investment Benchmark. Historical Closing Values of the Bloomberg WTI Crude Oil Subindex Since its inception, the Bloomberg WTI Crude Oil Subindex has experienced significant fluctuations. Any historical upward or downward trend in the level of the Bloomberg WTI Crude Oil Subindex during any period shown below is not an indication that its level is more or less likely to increase or decrease at any time during the term of the MLCDs. The historical Bloomberg WTI Crude Oil Subindex levels do not give an indication its future performance. The Bank cannot assure you that the future performance of the Bloomberg WTI Crude Oil Subindex or its constituent underlying commodities futures contracts will result in holders of the MLCDs receiving an amount greater than the Deposit Amount of the MLCDs on the maturity date. 9
The table below sets forth the quarterly high and low closing values, as well as end-of-quarter closing levels, of the Investment Benchmark for each of the quarters from March 2005 to present. The Bank obtained the data in the table from Bloomberg, LP. Historical levels of the Investment Benchmark should not be used as an indication of future performance. Quarter Ending Quarterly High Quarterly Low Quarterly Close Mar-05 491.93 369.66 474.30 Jun-05 490.31 399.16 455.49 Sep-05 538.85 451.46 510.05 Dec-05 504.12 435.07 464.41 Mar-06 513.77 439.52 485.41 Jun-06 536.44 482.50 515.92 Sep-06 542.82 405.73 421.54 Dec-06 408.94 374.02 386.73 Mar-07 399.46 321.20 398.50 Jun-07 398.92 356.69 391.50 Sep-07 459.90 383.05 453.13 Dec-07 554.17 438.54 541.95 Mar-08 618.08 492.22 575.11 Jun-08 802.04 571.71 801.07 Sep-08 831.16 517.12 571.78 Dec-08 559.79 196.42 249.65 Mar-09 272.98 162.28 202.89 Jun-09 268.73 187.51 256.18 Sep-09 260.27 218.39 243.91 Dec-09 279.24 238.80 260.12 Mar-10 272.25 231.42 269.08 Jun-10 280.45 216.28 232.49 Sep-10 252.00 217.97 240.90 Dec-10 269.70 239.18 269.67 Mar-11 291.12 247.83 291.09 Jun-11 308.78 243.41 256.19 Sep-11 266.63 209.34 209.34 Dec-11 270.14 200.01 259.68 Mar-12 286.18 252.76 267.59 Jun-12 273.95 199.49 218.06 Sep-12 252.12 214.94 234.00 Dec-12 234.73 213.49 228.91 Mar-13 242.98 222.21 238.53 Jun-13 240.05 212.62 234.51 Sep-13 270.84 238.01 253.06 Dec-13 257.44 229.47 246.62 Mar-14 261.71 227.91 255.31 Jun-14 275.50 250.16 272.28 Sep-14 272.30 239.24 240.09 Dec-14 239.69 142.49 142.49 Mar-15 141.48 115.16 121.30 Mar-05 through Mar-15 831.16 115.16 121.30 10
Market Disruption Events If a Market Disruption Event (as defined below) occurs with respect to the Investment Benchmark on a date on an Observation Date, then the Calculation Agent will follow the Disruption Fallbacks (as defined below) to determine the level or price of the Investment Benchmark or any component thereof, as applicable, for that date. If a Market Disruption Event occurs on the final Observation Date for the MLCDs and such Observation Date is postponed due to a Market Disruption Event, the maturity date for the MLCDs will be extended by no more than [three business days] beyond the day on which the Calculation Agent determines the level or price as indicated below. No interest or other sum shall accrue to the depositors in the event that a payment is postponed due to a Market Disruption Event. Market Disruption Event means the occurrence on any day or any number of consecutive days of any one or more of the following circumstances: (i) a failure by the applicable exchange or other price source to announce or publish (a) the final settlement price for the Investment Benchmark or (b) closing price for any futures contract included as a component in the Investment Benchmark; (ii) (iii) a material limitation, suspension, or disruption of trading in one or more of the futures contracts included as a component in the Investment Benchmark; or the closing price for any futures contract included as a component in the Investment Benchmark is a limit price (which means that the closing price for such contract for a day has increased or decreased from the previous day s closing price by the maximum amount permitted under applicable exchange rules). Disruption Fallbacks means the following fallback determination mechanism for the Investment Benchmark: (i) (ii) (iii) (iv) with respect to each futures contract included in the Investment Benchmark which is not affected by the Market Disruption Event, the price will be based on the closing prices of each such contract on the applicable determination date; with respect to each futures contract included in the Investment Benchmark which is affected by the Market Disruption Event, the price will be based on the closing prices of each such contract on the first day following the applicable determination date on which no Market Disruption Event is occurring with respect to such contract; subject to Clause (iv) below, the Calculation Agent shall determine the price by reference to the closing prices determined in Clauses (i) and (ii) above using the then-current method for calculating the price; and where a Market Disruption Event with respect to one of more futures contracts included in the Investment Benchmark continues to exist (measured from and including the first day following the applicable determination date) for five consecutive Scheduled Trading Days, the Calculation Agent shall determine the level or price in good faith and in a commercially reasonable manner by the close of business on such fifth day. 11
Discontinuance or Modifications to the Investment Benchmark 1. If the Investment Benchmark is permanently cancelled or is not calculated and announced by the Investment Benchmark Sponsor but (i) is calculated and announced by a successor sponsor (the Successor Investment Benchmark Sponsor ) acceptable to the Calculation Agent, or (ii) replaced by a successor index (the Successor Investment Benchmark ) using, in the determination of the Calculation Agent, the same or a substantially similar formula for and method of calculation as used in the calculation of the level, then the level will be deemed to be the level so calculated and announced by that Successor Investment Benchmark Sponsor or that Successor Investment Benchmark, as the case may be. 2. If on or prior to the maturity date or Early Redemption Date, (i) the Investment Benchmark Sponsor makes a material change in the formula for or the method of calculating the level or in any other way materially modifies the Investment Benchmark (other than a modification prescribed in that formula or method to maintain the level, in the event of changes in constituent commodities or weightings and other routine events), or (ii) if the Investment Benchmark Sponsor permanently cancels the Investment Benchmark or (iii) fails to calculate and announce the price for a continuous period of three Scheduled Trading Days and the Calculation Agent determines that there is no Successor Investment Benchmark Sponsor or Successor Investment Benchmark, then the Calculation Agent may at its option (in the case of (i) and shall (in the case of such (ii) and (iii)) (such events (i) (ii) and (iii) to be collectively referred to as Investment Benchmark Disruption Events ) calculate the level using, in lieu of the published value for the Investment Benchmark (if any), the value for the Investment Benchmark as at the relevant Observation Date as determined by the Calculation Agent in accordance with the formula for and method of calculating the level last in effect prior to the relevant Investment Benchmark Disruption Event (as the case may be), but using only those futures contracts that comprised that Investment Benchmark immediately prior to the relevant Investment Benchmark Disruption Event (as the case may be) (other than those futures contracts that have ceased to be listed on any relevant exchange). If at any time the Investment Benchmark is replaced by a Successor Investment Benchmark or the Calculation Agent must calculate the value of the Investment Benchmark upon the occurrence of an Investment Benchmark Disruption Event as described in the preceding paragraphs, the Calculation Agent will notify the Bank, and the Bank will provide notice to the holders of the MLCDs. Such notification will be provided in accordance with the standard procedures of DTC. Any failure to deliver such notice shall not constitute a breach of the Bank s obligations under the MLCDs. 12
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS The following discussion supplements (and, to the extent inconsistent with, supersedes) and should be read in conjunction with the discussion in the attached Disclosure Statement under United States Federal Income Tax Considerations. For purposes of that discussion, the MLCDs are long-term MLCDs. The table below sets forth the following information with respect to each $1,000 principal amount of the MLCDs for each of the indicated accrual periods through the maturity dates of the MLCDs: the adjusted issue price at the beginning of the accrual period; the amount of interest deemed to have accrued during the accrual period; and the total amount of interest deemed to have accrued from the original issue date through the end of the accrual period. The table is based upon a projected payment schedule (including a comparable yield equal to 3.04% per annum (compounded annually)) that the Bank established for the MLCDs. The comparable yield will not be less than the applicable federal rate based on the overall maturity of the MLCD. The table reflects the expected issuance of the MLCDs on June 30, 2015 and the scheduled maturity date of June 30, 2021. The table also assumes that the MLCDs will not be withdrawn prior to maturity under the Survivor s Option or pursuant to an early redemption. The projected payment schedule consists of a single payment at maturity, which includes the principal amount and a projection for tax purposes of the Indexed Interest Amount. The Bank has determined that the projected payment schedule for each $1,000 principal amount of the MLCDs would consist of the payment on the maturity date of the principal amount of $1,000 and a projected Indexed Interest Amount of $197, for a total of $1,197. This information is provided solely for tax purposes, and the Bank makes no representations or predictions as to what the actual Indexed Interest Amount will be. Accrual Period Adjusted Issue Price at Beginning of Accrual Period Interest Deemed to Accrue on the MLCDs During the Accrual Period (1) Total Interest Deemed to Have Accrued from Original Issue Date as of End of Accrual Period June 30, 2015 to December 31, 2015 1,000.00 15.20 15.20 January 1, 2016 to December 31, 2016 1015.2 30.86 46.06 January 1, 2017 to December 31, 2017 1046.06 31.80 77.86 January 1, 2018 to December 31, 2018 1077.86 32.77 110.63 January 1, 2019 to December 31, 2019 1110.63 33.76 144.39 January 1, 2020 to December 31, 2020 1144.39 34.79 179.18 January 1, 2021 to June 30, 2021 1179.18 17.82 197.00 (1) Represents the adjusted issue price at the beginning of the accrual period multiplied by the hypothetical comparable yield for the accrual period. Final Adjusted Issue Price = $1,197.00 per $1,000 principal amount of MLCDs. Upon payment at maturity, you will be required to adjust the income accrued pursuant to the projected payment schedule, upward or downward, to reflect the difference, if any, between the actual and projected amount of the maturity payment. You generally will treat any such gain as ordinary income and any such loss as ordinary loss to the extent of previous income inclusions. All prospective investors in the MLCDs should consult their own tax advisors concerning the taxation of the MLCDs. 13
Additional Information Relating to the Estimated Value The estimated value set forth under Key Terms above reflects a fixed-income component and the value of the embedded derivative in the MLCDs. The value of the fixed-income component is determined using the Issuer s internal funding rate. The Issuer s internal funding rate is the rate it would pay on certificates of deposit with a term similar to the MLCDs. The value of the embedded derivative will be or was determined by the price the Issuer paid for the derivative from an unaffiliated third party. The estimated value of the embedded derivative may include the unaffiliated third party s estimated hedging costs as part of its bid price for the embedded derivative. The estimated value for each MLCD is less than the Deposit Amount, and is based on the Issuer s pricing models. After the Pricing Date, the estimated value as determined under those models will be affected by changes in market conditions, the Issuer s creditworthiness, and other factors. In estimating the value of the MLCDs, the Issuer s pricing models consider a variety of factors, and rely in part on assumptions about future events, which may prove to be incorrect. As a result, the actual value you would receive if you sold your MLCDs after the Pricing Date may differ, perhaps materially, from the estimated value of the MLCDs set forth above. In addition, the broker through which you hold your MLCDs may value them differently than the estimated value set forth above, whether in determining the price of any purchase transaction, or for purposes of determining the value of the MLCDs set forth on your brokerage statement. The estimated value set forth above does not represent the value of the MLCDs at any time after the Pricing Date, the price that you may receive for them in any sale, or the expected return on the MLCDs. 14
Annex A - The Bloomberg WTI Crude Oil Subindex The Bloomberg Commodity Index SM was created by AIG International Inc. in 1998 and acquired by UBS Securities LLC (collectively with its affiliates, UBS ) in May 2009, at which time UBS and Dow Jones & Company, Inc. ( Dow Jones ) entered into an agreement (the Joint Marketing Agreement ) to jointly market the index. The Joint Marketing Agreement with Dow Jones was terminated in 2014 as UBS entered into a Commodity Index License Agreement (the CILA ) with Bloomberg Finance L.P. (collectively with its affiliates, Bloomberg ). Under the CILA, Bloomberg, on behalf of UBS, calculates the Bloomberg Commodity Index SM and its varieties (collectively, the Bloomberg Commodity Index Family ). The Bloomberg Commodity Index Family includes indices on an excess return and total return basis, non- U.S. dollar denominated indices, spot price indices, single commodity indices, sector commodity indices, and one-moth, two-month and three-month forward versions, and selected sub-indices on an excess return and total return basis. The indices were rebranded from the Bloomberg Commodity Index Family to the Bloomberg Commodity Index Family on July 1, 2014, and their tickers were changed from DJUBS tickers to BCOM tickers. Both sets of tickers were available until July 31, 2014, and DJUBS tickers were discontinued thereafter. Bloomberg has replaced as the index administrator, and is responsible for the methodology, calculation, distribution and licensing of the indices. General The Bloomberg Commodity Index SM, previously known as Dow Jones-UBS Commodity Index SM, is a proprietary index that is designed to provide a liquid and diversified benchmark for commodities investments. The Bloomberg Commodity Index SM was established on July 14, 1998. The Bloomberg Commodity Index SM is currently composed exclusively of regulated futures contracts. A commodity futures contract is an agreement that provides for the purchase and sale of a specified type and quantity of a commodity during a stated delivery month for a fixed price. The 24 commodities that are eligible for inclusion in the Bloomberg Commodity Index SM (the BCOM Index Commodities ) are as follows: aluminum, cocoa, coffee, copper, corn, cotton, crude oil (WTI and Brent), gold, heating oil, lead, lean hogs, live cattle, natural gas, nickel, platinum, silver, soybean meal, soybean oil, soybeans, sugar, tin, unleaded gasoline, wheat and zinc. The Investment Benchmark is linked solely to the futures contract for WTI crude oil, which trades on the New York Mercantile Exchange (the NYMEX ). The Investment Benchmark tracks what is known as a rolling futures position, which is a position where, on a periodic basis, futures contracts on physical commodities specifying delivery on a nearby date must be sold and longer-dated futures contracts on those physical commodities must be purchased. An investor with a rolling futures position is able to maintain an investment position in the underlying physical commodities without receiving delivery of those commodities. During the applicable roll period, the calculation of the Bloomberg Commodity Index SM is gradually shifted from the use of the nearby dated futures contracts included in the Bloomberg Commodity Index SM to longer-dated futures contracts. The methodology for determining the composition and weighting of the Bloomberg Commodity Index SM and for calculating its level is subject to modification by a committee appointed to monitor and amend the procedures related to the Bloomberg Commodity Index SM (the Index Oversight Committee ) at any time. For additional information relating to the Investment Benchmark and the methodology for determining its level, please see the index methodology set forth at: http://www.bloombergindexes.com/content/uploads/sites/3/ content/uploads/sites/3/2014/06/bloomberg-commodity-index-methodology.pdf. Please note that the information set forth on that website is not part of this Supplement or incorporated by reference herein. Index Oversight and Advisory Committees Bloomberg established an internal Index Oversight Committee to comply with the 19 Principles for Financial Benchmarks as published by the International Organization of Securities Commissions. The committee consists of senior representatives from various Bloomberg business units. The purpose of the Index Oversight Committee is to discuss and review all aspects of the benchmark process. Additionally, A-1
an external advisory committee appointed by the Index Oversight Committee (the Index Advisory Committee ) will convene to provide Bloomberg with guidance and feedback from the investment community on index products and processes. The Index Advisory Committee will help set index priorities and discuss potential rules changes. The Investment Benchmark Is an Excess Return Index The Investment Benchmark is an excess return index reflects returns that are potentially available through an unleveraged investment in the applicable futures contracts. In contrast, a total return index, in addition to reflecting those returns, would also reflects the interest that could be earned on cash collateral. Because the MLCDs are linked to an excess return index, the payment at maturity of the MLCD will not reflect a total return feature. Contango and Backwardization The Investment Benchmark is composed of futures contracts on a physical commodity. Unlike equities, which typically entitle the holder to a continuing stake in a corporation, commodity futures contracts have a set expiration date and normally specify a certain date for delivery of the underlying physical commodity. In the case of the Investment Benchmark, as the exchange-traded futures contracts that comprise the Investment Benchmark approach their expiration, they are replaced by contracts that have a later expiration. This process is referred to as rolling. If the market for these contracts is (putting aside other considerations) in backwardation, where the prices are lower in the distant delivery months than in the nearer delivery months, the sale of the nearer delivery month contract would take place at a price that is higher than the price of the distant delivery month contract, thereby creating a positive roll yield. There is no indication that these markets will consistently be in backwardation or that there will be positive roll yield in future performance. Instead, these markets may trade in contango. Contango markets are those in which the prices of contracts are higher in the distant delivery months than in the nearer delivery months. The absence of backwardation in the commodity markets could result in negative roll yields, which could adversely affect the level of the Investment Benchmark and, accordingly, decrease the payments on the MLCDs. License Agreement The license agreement between the Bank and Dow Jones and UBS requires that the following language be stated in this Supplement: Bloomberg, UBS, and Bloomberg WTI Crude Oil Subindex are service marks of Bloomberg Finance L.P. and its affiliates (collectively, Bloomberg ) and UBS AG ( UBS AG ), as the case may be, and have been licensed for use for certain purposes by the Bank. The MLCDs are not sponsored, endorsed, sold or promoted by Bloomberg, UBS AG, UBS Securities LLC ( UBS Securities ) or any of their subsidiaries or affiliates. None of Bloomberg, UBS AG, UBS Securities or any of their subsidiaries or affiliates makes any representation or warranty, express or implied, to the owners of or counterparts to the MLCDs or any member of the public regarding the advisability of investing in securities or commodities generally or in the MLCDs particularly. The only relationship of Bloomberg, UBS AG, UBS Securities or any of their subsidiaries or affiliates to the Licensee is the licensing of certain trademarks, trade names and service marks and of the Investment Benchmark, which is determined, composed and calculated by Bloomberg in conjunction with UBS Securities without regard to the Bank or the MLCDs. Bloomberg and UBS Securities have no obligation to take the needs of the Bank or the Owners of the MLCDs into consideration in determining, composing or calculating the Investment Benchmark. None of Bloomberg, UBS AG, UBS Securities or any of their respective subsidiaries or affiliates is responsible for or has participated in the determination of the timing of, prices at, or quantities of the MLCDs to be issued or in the determination or calculation of the equation by which the MLCDs are to be converted into cash. None of Bloomberg, UBS AG, UBS Securities or any of their subsidiaries or affiliates shall have any obligation or liability, including, without limitation, to MLCD customers, in connection with the administration, marketing or trading of the MLCDs. Notwithstanding the foregoing, UBS AG, UBS Securities and their respective subsidiaries and affiliates may independently issue and/or sponsor financial products unrelated to the MLCDs currently being issued by Licensee, but A-2
which may be similar to and competitive with the MLCDs. In addition, UBS AG, UBS Securities and their subsidiaries and affiliates actively trade commodities, commodity indexes and commodity futures (including the Bloomberg WTI Crude Oil Subindex), as well as swaps, options and derivatives which are linked to the performance of such commodities, commodity indexes and commodity futures. It is possible that this trading activity will affect the value of the Bloomberg WTI Crude Oil Subindex and the MLCDs. This Supplement relates only to the MLCDs and does not relate to the exchange traded physical commodities underlying any of the Bloomberg WTI Crude Oil Subindex components. Purchasers of the MLCDs should not conclude that the inclusion of a futures contract in the Bloomberg WTI Crude Oil Subindex is any form of investment recommendation of the futures contract or the underlying exchangetraded physical commodity by Bloomberg, UBS AG, UBS Securities or any of their subsidiaries or affiliates. The information in this Supplement regarding the Bloomberg WTI Crude Oil Subindex components has been derived solely from publicly available documents. None of Bloomberg, UBS AG, UBS Securities or any of their subsidiaries or affiliates has made any due diligence inquiries with respect to the Bloomberg WTI Crude Oil Subindex components in connection with MLCDs. None of Bloomberg, UBS AG, UBS Securities or any of their subsidiaries or affiliates makes any representation that these publicly available documents or any other publicly available information regarding the Bloomberg WTI Crude Oil Subindex components, including without limitation a description of factors that affect the prices of such components, are accurate or complete. NONE OF BLOOMBERG, UBS AG, UBS SECURITIES OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE BLOOMBERG WTI CRUDE OIL SUBINDEX OR ANY DATA RELATED THERETO AND NONE OF BLOOMBERG, UBS AG, UBS SECURITIES OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. NONE OF BLOOMBERG, UBS AG, UBS SECURITIES OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BYBANK, OWNERS OF THE MLCDS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE BLOOMBERG WTI CRUDE OIL SUBINDEX OR ANY DATA RELATED THERETO. NONE OF BLOOMBERG, UBS AG, UBS SECURITIES OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES MAKES ANY EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE BLOOMBERG WTI CRUDE OIL SUBINDEX OR ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL BLOOMBERG, UBS AG, UBS SECURITIES OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS AMONG BLOOMBERG, UBS SECURITIES AND THE BANK, OTHER THAN UBS AG. A-3
MUFG UNION BANK, N.A. Market-Linked Certificates of Deposit DISCLOSURE STATEMENT dated March 30, 2015 MUFG Union Bank, N.A. (the Bank ) may from time to time offer market-linked certificates of deposit ( MLCDs ) with maturities of at least seven calendar days. The returns on the MLCDs will be linked to one or more Investment Benchmarks, as described below. This Disclosure Statement contains the general terms and conditions that will apply to the MLCDs. The specific terms and conditions applicable to a particular MLCD offering will be described in greater detail in the applicable Disclosure Supplement ( Supplement ). In the event of any inconsistency between the Disclosure Statement and the Supplement, the terms of the Supplement will control. Payments on the MLCDs Unless otherwise specified in the Supplement and unlike traditional certificates of deposit and other debt instruments, the Bank will make a payment on the maturity date of the MLCDs (the Indexed Interest Amount ) that is related to changes in (i) the value or values of one or more indices based on the prices of securities, (ii) the exchange rates of one or more specified currencies or currency indices, (iii) the value or values of one or more commodities or commodity indices, (iv) the price or prices of the shares of one or more exchange traded funds ( ETFs ) based on any of the forgoing or on any other types of assets or (v) any other measure of economic or financial performance. With respect to each MLCD, the applicable assets or market measures are referred to as the Investment Benchmark. (For example, in the case of an MLCD linked to the price of shares of an ETF, the Investment Benchmark will be the relevant ETF.) The Supplement for the MLCDs will specify the applicable Investment Benchmark and how the Indexed Interest Amount will be calculated. The Indexed Interest Amount may be calculated based upon values observed on one or more dates that are close to the maturity date of the MLCDs, or periodically over the term of the MLCD, and may be subject to a cap. As a result, the payments received on the MLCD may be substantially less than any change in the value of the Investment Benchmark, and these features may generally negatively affect your investment return. In addition, if the Supplement does not provide for a Minimum Indexed Interest Amount, as defined below, you may receive no interest payment or return of any kind on your MLCDs, other than the repayment of the Deposit Amount (as defined below). If the MLCD is held to maturity, the Bank will pay no less than the full Deposit Amount. Liquidity Although the Bank or its affiliates may purchase the MLCDs from you in the secondary market, they are not obligated to do so. The Bank and its affiliates are not obligated to, and do not intend to, make a market for the MLCDs. There is no assurance that a secondary market for the MLCDs will develop or, if it develops, that it will continue. Consequently, you may not be able to sell your MLCDs readily or at prices that will enable you to realize your desired yield. Only MLCDs held to maturity or MLCDs that are subject to a permitted early withdrawal in the event of the death or adjudicated incompetence of a beneficial owner of the MLCD will be entitled to the return of the full Deposit Amount. If you sell your MLCDs prior to maturity, you may receive less than the full amount of your Deposit Amount. The MLCDs are designed to be held to maturity, and funds that you need prior to maturity should not be invested in MLCDs. Deposit Insurance The MLCDs are deposit obligations of the Bank, the deposits and accounts of which are insured by the Federal Deposit Insurance Corporation (the FDIC ) up to certain statutory limits and in accordance with certain limitations and restrictions. The Deposit Insurance section below contains a general description of the federal deposit insurance limitations and restrictions as applied to the MLCDs. The amount of deposit insurance available to you for MLCDs you purchase will depend on a number of factors, including the capacity in which you hold the MLCDs and whether you hold any other deposits at the Bank in the same capacity. A depositor purchasing a principal amount of MLCDs that is in excess of the described limits or which, together with other deposits that it maintains at the Bank in the same ownership capacity, is in excess of such limits should not rely on the availability of deposit insurance with respect to such excess. To the extent you maintain deposits with the Bank in excess of the FDIC limits, you are relying solely on the Bank s ability to pay the principal amount of the MLCD. You are responsible for monitoring the total amount of deposits that you hold at the Bank in the same ownership capacity in order to determine the extent of FDIC insurance coverage available to you on the MLCDs. In addition, the FDIC has taken the position that any Indexed Interest Amount and Minimum Indexed Interest Amount (until such amounts are contractually accrued on the books and records of the Bank) and any secondary market premium paid by a depositor above the principal amount of the MLCDs are not insured by the FDIC. Therefore, you are relying solely on the Bank s ability to pay the Indexed Interest Amount and Minimum Indexed Interest Amount, if any, until such time as such amounts are contractually accrued on the books and records of the Bank. See Deposit Insurance herein. Survivor s Option If so specified in the Supplement, withdrawals will be permitted prior to the maturity date in the event of the death or adjudicated incompetence of the beneficial owner of the MLCD. This right is called a Survivor s Option and upon the valid election of this right, the Bank will repay 100% of the principal amount of the MLCD; however, the Bank will not pay any Indexed Interest Amount or Minimum Indexed Interest Amount. See Survivor s Option herein. Tax Treatment Most United States holders of the MLCDs, other than those purchasing the MLCDs through a tax advantaged retirement account (such as an IRA), are subject to tax rules requiring them to include in their taxable income during each tax year in which the MLCDs are outstanding imputed interest income on the MLCDs even though interest, if any, may not be paid on the MLCDs until maturity. See United States Federal Income Tax Considerations herein. Risk Factors In making an investment decision, investors must rely on their own examination of the Bank and the terms of the offering, including the merits and risks involved. You should reach an investment decision only after carefully considering, together with your financial, legal and tax advisors, the suitability of an investment in an MLCD in light of your financial circumstances. You will be subject to risks, including risks not associated with conventional fixed-rate or floating-rate certificates of deposit or debt instruments. See Risk Factors herein and Risks and Considerations in the applicable Supplement for more information on the risks associated with the MLCDs. MLCDs Are Obligations of the Bank The MLCDs are obligations solely of the Bank, and are not obligations of and are not guaranteed by MUFG Americas Holdings Corporation, UnionBanc Investment Services, LLC ( UBIS ) or any other affiliate or subsidiary of the bank. The MLCDs are not, and will not be, registered under the Securities Act of 1933, as amended, and are not required to be so registered. The MLCDs have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Disclosure Statement or any Supplement. Any representation to the contrary is a criminal offense. Offering Brokers The MLCDs will be made available through UBIS and may be made available through certain other brokers (together, the Offering Brokers ). UBIS is a registered broker-dealer, investment advisor, member FINRA/SIPC, and a subsidiary of the Bank. MUFG Union Bank, N.A. Market Linked Certificates of Deposit Disclosure Statement 1