Edgar Filing: MITSUBISHI TOKYO FINANCIAL GROUP INC

Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of March, 2005

MITSUBISHI TOKYO FINANCIAL GROUP, INC.

(Translation of registrant’s name into English)

4 -1, Marunouchi 2-chome, Chiyoda-ku

Tokyo 100-6326, Japan

(Address of principal executive offices)

[Indicate by check mark whether the registrant files or

will file annual reports under cover Form 20-F or Form 40-F.]

Form 20-F X Form 40-F

[Indicate by check mark whether the registrant by furnishing the information

contained in this Form is also thereby furnishing the information to the Commission

pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.]

Yes No X

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 4, 2005


MITSUBISHI TOKYO FINANCIAL GROUP, INC.

By:		/S/ Ryutaro Kusama
Name:		Ryutaro Kusama
Title:		Chief Manager, General Affairs
		Corporate Administration Division

Mitsubishi Tokyo Financial Group, Inc.

UFJ Holdings, Inc.

Disclosure of US GAAP financial information

Tokyo, March 4, 2005 — Mitsubishi Tokyo Financial Group, Inc. (MTFG; President and CEO: Nobuo Kuroyanagi) and UFJ Holdings, Inc. (UFJ; President and CEO: Ryosuke Tamakoshi), which have been preparing for the two group’s management integration in October 2005, subject to the approval of their shareholders and relevant authorities, today disclosed pro forma financial information relating to the transaction and UFJ’s financial statements based on accounting principles generally accepted in the United States (US GAAP).

The financial information is set forth in a registration statement on Form F-4, which will be filed with the U.S. SEC (Securities and Exchange Commission) today. After being reviewed by the U.S. SEC, the Form F-4 is expected to be declared effective before the convocation notice for UFJ’s shareholders meeting is mailed in June.

* * *

Contacts:


Mitsubishi Tokyo Financial Group, Inc.	Corporate Communications Office	Tel: 03-3240-9059

UFJ Holdings, Inc.	Gavin Anderson & Company	Tel: 03-5404-0640

Pro Forma Combined Summary Financial Information (Unaudited)

< under US GAAP >

Mitsubishi Tokyo Financial Group, Inc. / UFJ Holdings, Inc.

Pro forma combined financial data for the fiscal year ended March 31, 2004 and six months ended September 30, 2004

(1) Operating results (Unaudited)


	(in millions of yen, except per share data and percentages)
	For the six months ended September 30, 2004	For the year ended March 31, 2004
Total revenue	2,254,281	4,922,448
Income from continuing operations before income tax expenses	441,412	1,893,639
Income from continuing operations	369,723	1,437,530
Basic earnings per common share —income from continuing operations available to common shareholders (in yen)	35,229.16	147,765.32
Diluted earnings per common share —income from continuing operations available to common shareholders (in yen)	33,549.77	131,380.21

(2) Financial condition (Unaudited)


	(in millions of yen, except per share data and percentages)
	As of September 30, 2004
Total assets	198,015,140
Shareholders’ equity	8,160,767
Shareholders’ equity as a percentage of total assets	4.1	%
Shareholders’ equity per common share (in yen)	742,256.70

Shareholders’ equity may change when the terms and conditions of new shares of convertible preferred stock will be determined.

Formulas for computing ratios for the six months ended September 30, 2004 are as follows.

Basic earnings per common share - income from continuing operations available to common shareholders

Net income - Income from continuing operations allocable to preferred shareholders

Average number of common stock during the period *

Diluted earnings per common share - income from continuing operations available to common shareholders

Net income - Income from continuing operations allocable to preferred shareholders + Adjustments in net income assuming dilution

Average number of common stock during the period * + Number of dilutive potential common stock

Shareholders’ equity per common share

Shareholders’ equity at end of period - Number of preferred stock at end of period × Issue price

Number of common stock at end of period *

*	excluding treasury stock and parent’s common stock owned by subsidiaries and affiliated companies

Pro Forma Combined Condensed Balance Sheet As of September 30, 2004 (Unaudited)


(in millions of yen)	MTFG		UFJ Holdings		Pro forma adjustments		Pro forma combined
Assets:
Cash and due from banks	3,591,732		8,149,014		149,479		11,890,225
Interest-earning deposits in other banks	4,116,045		569,684		(265,748	)	4,419,981
Call loans, funds sold, and receivables under resale agreements	2,246,091		460,560		(1,592	)	2,705,059
Receivables under securities borrowing transactions	3,958,769		3,244,318		(162,492	)	7,040,595
Trading account assets	7,910,977		4,827,545		(189,382	)	12,549,140
Investment securities:
Securities available for sale	31,633,734		18,035,485		273,974		49,943,193
Securities being held to maturity	1,876,692		—		15		1,876,707
Preferred stock investment in UFJ Bank Limited	700,000		—		(700,000	)	—
Other investment securities	282,321		275,943		359,936		918,200

Total investment securities	34,492,747		18,311,428		(66,075	)	52,738,100

Loans, net of unearned income and deferred loan fees	51,784,748		43,928,238		135,017		95,848,003
Allowance for credit losses	(938,208	)	(2,080,771	)	—		(3,018,979	)

Net loans	50,846,540		41,847,467		135,017		92,829,024

Premises and equipment—net	569,285		597,926		40,915		1,208,126
Accrued interest	142,374		69,586		(151	)	211,809
Customers’ acceptance liability	23,705		30,358		—		54,063
Intangible assets	251,991		620,086		785,311		1,657,388
Goodwill	69,468		2,399,391		2,155,643		4,624,502
Deferred tax assets	1,051,544		56,284		(465,085	)	642,743
Accounts receivable	2,077,517		634,689		(11,074	)	2,701,132
Other assets	1,945,477		803,347		(5,571	)	2,743,253

Total	113,294,262		82,621,683		2,099,195		198,015,140

Liabilities and Shareholders’ Equity:
Deposits:
Domestic offices:
Non-interest-bearing	4,812,258		3,860,822		27,916		8,700,996
Interest-bearing	53,869,927		51,306,252		(6,090	)	105,170,089
Overseas offices, principally interest-bearing	13,382,116		2,339,676		(222,142	)	15,499,650

Total deposits	72,064,301		57,506,750		(200,316	)	129,370,735

Debentures	30,752		—		—		30,752
Call money, funds purchased, and payables under repurchase agreements	8,846,928		2,169,787		(1,592	)	11,015,123
Payables under securities lending transactions	2,916,200		2,380,652		(162,492	)	5,134,360
Due to trust account and other short-term borrowings	10,948,012		7,808,808		349,689		19,106,509
Trading account liabilities	2,068,544		2,647,808		(189,382	)	4,526,970
Obligations to return securities received as collateral	2,640,781		195,478		—		2,836,259
Bank acceptances outstanding	23,705		30,358		—		54,063
Accrued interest	103,787		68,371		(41	)	172,117
Long-term debt	5,477,822		5,775,359		158,121		11,411,302
Accounts payable	2,836,121		635,590		(11,074	)	3,460,637
Other liabilities	1,510,968		1,894,559		(669,981	)	2,735,546

Total liabilities	109,467,921		81,113,520		(727,068	)	189,854,373

Shareholders’ equity:
Capital stock:
Preferred stock	122,100		732,224		(732,224	)	122,100
Common stock	1,084,708		267,776		(267,776	)	1,084,708
Capital surplus	1,057,624		2,527,309		1,807,117		5,392,050
Retained earnings:
Appropriated for legal reserve	239,571		—		—		239,571
Unappropriated	1,047,485		(2,490,221	)	2,490,221		1,047,485
Accumulated other changes in equity from nonowner sources, net of taxes	277,358		480,429		(480,429	)	277,358

Total	3,828,846		1,517,517		2,816,909		8,163,272
Less treasury stock, at cost	2,505		9,354		(9,354	)	2,505

Shareholders’ equity—net	3,826,341		1,508,163		2,826,263		8,160,767

Total	113,294,262		82,621,683		2,099,195		198,015,140

Pro forma adjustments include the adjustments to record the consolidated assets and liabilities of UFJ Holdings at their estimated fair values on the date of acquisition. The pro forma adjustment are also eliminate intercompany balances and transactions as of the periods presented.

Pro Forma Combined Condensed Statement of Income for The Six Months Ended September, 2004 (Unaudited)


(in millions of yen)	MTFG		UFJ Holdings		Pro forma adjustments		Pro forma combined
Interest income:
Loans, including fees	450,682		483,857		(11,321	)	923,218
Deposits in other banks	25,311		8,153		(1,179	)	32,285
Investment securities	176,931		102,606		13		279,550
Trading account assets	23,181		8,674		—		31,855
Call loans, funds sold, and receivables under resale agreements and securities borrowing transactions	19,437		10,172		(107	)	29,502

Total	695,542		613,462		(12,594	)	1,296,410

Interest expense:
Deposits	94,088		38,815		(1,179	)	131,724
Debentures	348		—		—		348
Call money, funds purchased, and payables under repurchase agreements and securities lending transactions	30,452		11,694		(96	)	42,050
Due to trust account, other short-term borrowings, and trading account liabilities	34,983		20,444		(13	)	55,414
Long-term debt	55,745		65,357		(20,641	)	100,461

Total	215,616		136,310		(21,929	)	329,997

Net interest income	479,926		477,152		9,335		966,413
Provision for credit losses	167,059		202,398		—		369,457

Net interest income after provision for credit losses	312,867		274,754		9,335		596,956

Non-interest income:
Fees and commissions	312,471		297,036		7,192		616,699
Foreign exchange gains (losses) —net	(164,247	)	5,402		1		(158,844	)
Trading account profits (losses)—net	12,323		(65,469	)	—		(53,146	)
Investment securities gains —net	196,686		250,735		—		447,421
Other non-interest income	70,128		36,819		(1,206	)	105,741

Total	427,361		524,523		5,987		957,871

Non-interest expense:
Salaries and employee benefits	238,935		160,962		4,377		404,274
Occupancy expenses—net	60,424		68,039		12,426		140,889
Fees and commission expenses	42,079		29,905		(4,121	)	67,863
Amortization of intagible assets	33,740		55,074		20,222		109,036
Insurance premiums, including deposit insurance	26,276		25,758		2		52,036
Minority interest in income of consolidated subsidiaries	15,752		3,754		—		19,506
Communications	14,195		4,684		233		19,112
Other non-interest expenses	107,016		202,388		(8,705	)	300,699

Total	538,417		550,564		24,434		1,113,415

Income from continuing operations before income tax expense	201,811		248,713		(9,112	)	441,412
Income tax expense	69,446		5,906		(3,663	)	71,689

Income from continuing operations	132,365		242,807		(5,449	)	369,723
Income from continuing operations allocable to preferred shareholders	3,479		26,330		—		29,809

Income from continuing operations available to common shareholders	128,886		216,477		(5,449	)	339,914


(in yen)
Amounts per share:
Basic earnings per common share—income from continuing operations available to common shareholders	19,850.94		42,527.48				35,229.16
Diluted earnings per common share—income from continuing operations available to common shareholders	19,743.30		33,605.00				33,549.77

Pro Forma Combined Condensed Statement of Income for Year Ended March, 2004 (Unaudited)


(in millions of yen)	MTFG		UFJ Holdings	Pro forma adjustments		Pro forma combined
Interest income:
Loans, including fees	921,666		840,832	(22,723	)	1,739,775
Deposits in other banks	48,093		21,264	(5,907	)	63,450
Investment securities
Interest	341,062		139,411	20		480,493
Dividends	41,207		22,571	—		63,778
Trading account assets	28,451		17,681	—		46,132
Call loans and funds sold	5,384		3,558	(57	)	8,885
Receivables under resale agreements and securities borrowing transactions	35,891		13,096	(605	)	48,382

Total	1,421,754		1,058,413	(29,272	)	2,450,895

Interest expense:
Deposits	178,549		74,818	(31,361	)	222,006
Debentures	4,035		—	—		4,035
Call money and funds purchased	9,910		1,274	(66	)	11,118
Payables under repurchase agreements and securities lending transactions	74,043		18,587	(532	)	92,098
Due to trust account	4,950		6,210	6		11,166
Other short-term borrowings and trading account liabilities	34,262		19,404	(34	)	53,632
Long-term debt	120,765		88,745	(41,286	)	168,224

Total	426,514		209,038	(73,273	)	562,279

Net interest income	995,240		849,375	44,001		1,888,616
Provision (credit) for credit losses	(114,109	)	313,124	(13	)	199,002

Net interest income after provision (credit) for credit losses	1,109,349		536,251	44,014		1,689,614

Non-interest income:
Fees and commissions	572,668		445,717	16,309		1,034,694
Foreign exchange gains—net	413,911		95,561	—		509,472
Trading account profits—net	103,903		228,971	—		332,874
Investment securities gains—net	118,648		316,911	—		435,559
Refund of the local taxes by the Tokyo Metropolitan Government	41,989		25,695	—		67,684
Other non-interest income	56,976		37,112	(2,818	)	91,270

Total	1,308,095		1,149,967	13,491		2,471,553

Non-interest expense:
Salaries and employee benefits	506,710		344,550	(16,386	)	834,874
Occupancy expenses—net	120,507		121,193	23,996		265,696
Gains on other real estate owned	(579	)	—	—		(579	)
Fees and commission expenses	80,252		50,882	(6,423	)	124,711
Amortization of intagible assets	63,582		82,722	66,014		212,318
Insurance premiums, including deposit insurance	54,392		52,054	3		106,449
Minority interest in income of consolidated subsidiaries	42,404		19,668	—		62,072
Communications	27,623		9,436	491		37,550
Other non-interest expenses	341,149		299,407	(16,119	)	624,437

Total	1,236,040		979,912	51,576		2,267,528

Income from continuing operations before income tax expense	1,181,404		706,306	5,929		1,893,639
Income tax expense	357,817		95,618	2,674		456,109

Income from continuing operations	823,587		610,688	3,255		1,437,530

Income from continuing operations allocable to preferred shareholders	7,981		27,828	—		35,809

Income from continuing operations available to common shareholders	815,606		582,860	3,255		1,401,721


(in yen)
Amounts per share:
Basic earnings per common share—income from continuing operations available to common shareholders	128,443.00		115,227.05			147,765.32
Diluted earnings per common share—income from continuing operations available to common shareholders	125,123.73		86,803.31			131,380.21

Consolidated Summary Report

< under US GAAP >

for the Fiscal Year Ending March 31, 2005

UFJ Holdings, Inc

Consolidated financial data for the six months ended September 30, 2004

(1) Operating results


	(in millions of yen, except per share data and percentages)
	For the six months ended September 30,			For the year ended March 31, 2004 (Audited)		For the year ended March 31, 2003 (Audited)
	2004 (Unaudited)		2003 (Unaudited)	For the year ended March 31, 2004 (Audited)		For the year ended March 31, 2003 (Audited)
Total revenue	1,137,985		1,191,877	2,208,380		1,731,464
Change from the previous year	(4.5	)%		27.5	%
Income (loss) before income tax expense, cumulative effect of a change in accounting principle and extraordinary gain	248,713		458,124	706,306		(264,374	)
Change from the previous year	(45.7	)%		—
Net income (loss)	245,749		397,716	607,729		(337,808	)
Change from the previous year	(38.2	)%		—
Basic earnings (loss) per common share—net income (loss) available to common stockholders (in yen)	43,106		76,242	114,642		(77,926	)
Diluted earnings (loss) per common share—net income (loss) available to common shareholders (in yen)	34,012		56,598	86,382		(77,926	)


Notes: Average number of shares outstanding:
For the six months ended September 30, 2004:	(Common stock)	5,090	thousand of shares
	(Preferred stock—Class 1)	13	thousand of shares
	(Preferred stock—Class 2)	200	thousand of shares
	(Preferred stock—Class 3)	16	thousand of shares
	(Preferred stock—Class 4)	150	thousand of shares
	(Preferred stock—Class 5)	150	thousand of shares
	(Preferred stock—Class 6)	1	thousand of shares
	(Preferred stock—Class 7)	200	thousand of shares
For the six months ended September 30, 2003:	(Common stock)	5,035	thousand of shares
	(Preferred stock—Class 1)	14	thousand of shares
	(Preferred stock—Class 2)	200	thousand of shares
	(Preferred stock—Class 3)	33	thousand of shares
	(Preferred stock—Class 4)	150	thousand of shares
	(Preferred stock—Class 5)	150	thousand of shares
	(Preferred stock—Class 6)	7	thousand of shares
	(Preferred stock—Class 7)	200	thousand of shares
For the year ended March 31, 2004:	(Common stock)	5,058	thousand of shares
	(Preferred stock—Class 1)	13	thousand of shares
	(Preferred stock—Class 2)	200	thousand of shares
	(Preferred stock—Class 3)	25	thousand of shares
	(Preferred stock—Class 4)	150	thousand of shares
	(Preferred stock—Class 5)	150	thousand of shares
	(Preferred stock—Class 6)	5	thousand of shares
	(Preferred stock—Class 7)	200	thousand of shares

(2) Financial condition


	(in millions of yen, except per share data and percentages)
	As of September 30,				As of March 31, 2004 (Audited)		As of March 31, 2003 (Audited)
	2004 (Unaudited)		2003 (Unaudited)		As of March 31, 2004 (Audited)		As of March 31, 2003 (Audited)
Total assets	82,621,683		80,165,840		80,639,731		77,337,421
Stockholders’ equity	1,508,163		813,927		1,434,845		372,156
Stockholders’ equity as a percentage of total assets	1.8	%	1.0	%	1.8	%	0.5	%
Stockholders’ equity per common share (in yen)	8,569.19		(138,926.50	)	(8,010.83	)	(227,722.49	)

Note: Number of shares outstanding as of:


September 30, 2004:	(Common stock)	5,101 thousands of shares
	(Preferred stock—Class 1)	12 thousands of shares
	(Preferred stock—Class 2)	200 thousands of shares
	(Preferred stock—Class 3)	12 thousands of shares
	(Preferred stock—Class 4)	150 thousands of shares
	(Preferred stock—Class 5)	150 thousands of shares
	(Preferred stock—Class 6)	1 thousands of shares
	(Preferred stock—Class 7)	200 thousands of shares
September 30, 2003:	(Common stock)	5,039 thousands of shares
	(Preferred stock—Class 1)	13 thousands of shares
	(Preferred stock—Class 2)	200 thousands of shares
	(Preferred stock—Class 3)	33 thousands of shares
	(Preferred stock—Class 4)	150 thousands of shares
	(Preferred stock—Class 5)	150 thousands of shares
	(Preferred stock—Class 6)	5 thousands of shares
	(Preferred stock—Class 7)	200 thousands of shares
March 31, 2004:	(Common stock)	5,088 thousands of shares
	(Preferred stock—Class 1)	13 thousands of shares
	(Preferred stock—Class 2)	200 thousands of shares
	(Preferred stock—Class 3)	16 thousands of shares
	(Preferred stock—Class 4)	150 thousands of shares
	(Preferred stock—Class 5)	150 thousands of shares
	(Preferred stock—Class 6)	1 thousands of shares
	(Preferred stock—Class 7)	200 thousands of shares

(3) Cash flows


	(in millions of yen)
	For the six months ended September 30,				For the year ended March 31, 2004 (Audited)		For the year ended March 31, 2003 (Audited)
	2004 (Unaudited)		2003 (Unaudited)		For the year ended March 31, 2004 (Audited)		For the year ended March 31, 2003 (Audited)
Net cash provided by (used in) operating activities	(206,866	)	356,047		1,115,334		880,334
Net cash provided by (used in) investing activities	4,724,919		(1,527,204	)	(2,964,535	)	(3,173,860	)
Net cash provided by (used in) financing activities	(84,714	)	1,471,778		1,753,391		1,632,111
Cash and cash equivalents at end of period	8,149,014		4,028,758		3,629,487		3,731,126

Formulas for computing ratios for the six months ended September 30, 2004 are as follows.

Basic earnings per common share - net income available to common shareholders

Net income - Total dividends on preferred stock

Average number of common stock during the period *

Diluted earnings per common share - net income available to common shareholders

Net income - Total dividends on preferred stock + Adjustments in net income assuming dilution

Average number of common stock during the period * + Number of dilutive potential common stock

Shareholders’ equity per common share

Shareholders’ equity at end of period - Number of preferred stock at end of period × Issue price

Number of common stock at end of period *

*	excluding treasury stock and parent’s common stock owned by subsidiaries and affiliated companies

(US GAAP)

Condensed Consolidated Balance Sheets (Unaudited)

UFJ Holdings, Inc. and Subsidiaries


	As of September 30,				As of March 31,
(in millions of yen)	2004 (Unaudited)		2003 (Unaudited)		2004 (Audited)		2003 (Audited)
Assets:
Cash and due from banks	8,149,014		4,028,758		3,629,487		3,731,126
Interest-earning deposits in other banks	569,684		998,282		875,259		964,248
Call loans and funds sold	259,176		256,530		252,169		213,670
Receivables under reverse repurchase agreements	201,384		531,094		627,868		787,172
Receivables under securities borrowing transactions	3,244,318		2,942,545		2,348,412		2,480,762
Trading account assets	4,827,545		4,289,367		4,255,315		3,914,874
Investment securities:
Securities available for sale	18,035,485		20,137,345		20,107,048		17,026,811
Other investment securities	275,943		268,010		293,295		171,031

Total investment securities	18,311,428		20,405,355		20,400,343		17,197,842

Loans, net of unearned income and deferred loan fees	43,928,238		44,941,851		45,420,052		46,684,665
Allowance for loan losses	(2,080,771	)	(2,802,823	)	(2,438,309	)	(3,195,187	)

Net loans	41,847,467		42,139,028		42,981,743		43,489,478

Premises and equipment	597,926		591,611		573,781		588,049
Accrued interest	69,586		77,983		79,934		113,567
Customers’ acceptance liabilities	30,358		27,909		31,486		37,582
Intangible assets	620,086		516,336		495,473		544,715
Goodwill	2,399,391		2,340,583		2,289,956		2,376,488
Deferred tax assets	56,284		40,572		63,319		23,835
Accounts receivable	634,689		298,412		565,278		229,073
Other assets	803,347		681,475		1,169,908		644,940

Total	82,621,683		80,165,840		80,639,731		77,337,421

Liabilities and Stockholders’ Equity:
Deposits:
Domestic offices:
Non-interest-bearing	3,860,822		3,882,419		4,282,080		3,955,581
Interest-bearing	51,306,252		51,718,142		52,169,603		50,508,403
Overseas offices:
Non-interest-bearing	125,450		114,822		111,965		105,973
Interest-bearing	2,214,226		1,576,340		1,974,287		1,560,544

Total deposits	57,506,750		57,291,723		58,537,935		56,130,501

Call money and funds purchased	1,226,230		2,365,559		2,204,080		1,571,397
Payables under repurchase agreements	943,557		1,187,345		649,938		1,248,608
Payables under securities lending transactions	2,380,652		2,582,256		1,764,098		2,909,178
Due to trust account	1,698,607		1,348,330		1,753,929		1,250,246
Other short-term borrowings	6,110,201		5,171,978		5,027,995		5,598,427
Trading account liabilities	2,647,808		2,460,841		2,669,957		2,208,078
Obligations to return securities received as collateral	195,478		161,000		339,747		137,371
Bank acceptances outstanding	30,358		27,909		31,486		37,582
Accrued interest	68,371		70,435		71,872		90,405
Accounts payable	635,590		1,130,763		444,698		380,118
Other liabilities	1,894,559		1,592,877		1,551,393		1,669,329
Long-term debt	5,775,359		3,960,897		4,157,758		3,734,025

Total liabilities	81,113,520		79,351,913		79,204,886		76,965,265

Stockholders’ equity:
Capital stock:
Preferred stock	732,224		757,018		737,806		759,102
Common stock	267,776		242,982		262,194		240,898
Capital surplus	2,527,309		2,503,823		2,517,821		2,496,999
Accumulated deficit	(2,490,221	)	(2,905,672	)	(2,709,640	)	(3,289,541	)
Accumulated other changes in equity from nonowner sources, net of taxes	480,429		217,338		628,895		166,612
Total	1,517,517		815,489		1,437,076		374,070

Less treasury stock, at cost	9,354		1,562		2,231		1,914

Total stockholders’ equity	1,508,163		813,927		1,434,845		372,156

Total	82,621,683		80,165,840		80,639,731		77,337,421

(US GAAP)

Condensed Consolidated Statements of Income (Unaudited)

UFJ Holdings, Inc. and Subsidiaries


	As of September 30,				As of March 31,
(in millions of yen)	2004 (Unaudited)		2003 (Unaudited)		2004 (Audited)		2003 (Audited)
Interest income:
Loans, including fees	483,857		424,453		840,832		908,600
Deposits in other banks	8,153		12,269		21,264		33,934
Investment securities:
Interest	91,785		68,056		139,411		149,035
Dividends	10,821		10,044		22,571		32,544
Trading account assets	8,674		10,769		17,681		23,418
Call loans and funds sold	1,858		1,971		3,558		5,035
Reverse repurchase agreements and securities borrowing transactions	8,314		7,493		13,096		34,462

Total	613,462		535,055		1,058,413		1,187,028

Interest expense:
Deposits	38,815		37,342		74,818		108,174
Call money and funds purchased	662		669		1,274		3,221
Payables under repurchase agreements and securities lending transactions	11,032		10,411		18,587		38,040
Due to trust accounts	3,909		2,685		6,210		5,870
Other short-term borrowings and trading account liabilities	16,535		14,892		19,404		27,604
Long-term debt	65,357		42,482		88,745		86,877

Total	136,310		108,481		209,038		269,786

Net interest income	477,152		426,574		849,375		917,242
Provision for loan losses	202,398		134,881		313,124		511,898

Net interest income after provision for loan losses	274,754		291,693		536,251		405,344

Non-interest income:
Fees and commissions	297,036		207,156		445,717		381,960
Foreign exchange gains (losses) —net	5,402		33,111		95,561		(17,538	)
Trading account gains (losses)—net	(65,469	)	177,420		228,971		(37,471	)
Investment securities gains —net	250,735		199,579		316,911		122,018
Refund of local taxes by the Tokyo Metropolitan Government	—		—		25,695		—
Equity in earnings (loss) of affiliated companies	9,217		9,126		(35,310	)	507
Other non-interest income	27,602		30,430		72,422		94,960

Total	524,523		656,822		1,149,967		544,436

Non-interest expense:
Salaries and employee benefits	160,962		172,634		344,550		354,431
Occupancy expenses—net	68,039		60,602		121,193		121,177
Fees and commission expense	29,905		24,989		50,882		53,539
Amortization of intangible assets	55,074		40,533		82,722		84,986
Impairment of goodwill	—		—		—		194,000
Insurance premiums, including deposit insurance	25,758		25,848		52,054		50,889
Minority interest in income of consolidated subsidiaries	3,754		9,457		19,668		17,473
Communications	4,684		4,798		9,436		9,187
Provision (reversal) for acceptances and off-balance sheet credit instruments	(9,733	)	(14,223	)	831		(12,007	)
Losses on sales and disposal of premises and equipment	3,526		11,339		19,167		28,098
Other non-interest expenses	208,595		154,414		279,409		312,381

Total	550,564		490,391		979,912		1,214,154

Income (loss) before income tax expense, cumulative effect of change in accounting principle and exrtraordinary gain	248,713		458,124		706,306		(264,374	)
Income tax expense	5,906		57,449		95,618		23,753
Income (loss) before cumulative effect of change in accounting principle and extraordinary gain	242,807		400,675		610,688		(288,127	)
Cumulative effect of change in accounting principle, net of tax	2,942		(2,959	)	(2,959	)	(62,000	)
Extraordinary gain, net of tax	—		—		—		12,319

Net income (loss)	245,749		397,716		607,729		(337,808	)

Income allocable to preferred stockholders:
Cash dividends paid	12,861		7,029		7,029		23,283
Beneficial conversion feature	13,469		6,818		20,799		22,127

Net income (loss) available to common stockholders	219,419		383,869		579,901		(383,218	)


(in yen)
Earnings (loss) per common share:
Basic earnings (loss) per common share—income (loss) available to common stockholders before cumulative effect of change in accounting principle and extraordinary gain	42,528		76,830		115,227		(67,823	)
Basic earnings (loss) per common share—net income (loss) available to common stockholders	43,106		76,242		114,642		(77,926	)
Diluted earnings (loss) per common share—income (loss) available to common stockholders before cumulative effect of change in accounting principle and extraordinary gain	33,605		57,020		86,803		(67,823	)
Diluted earnings (loss) per common share—net income (loss) available to common stockholders	34,012		56,598		86,382		(77,926	)

Credit Quality Data

UFJ Holdings, Inc., and Subsidiaries


(in millions of yen)	As of September 30, 2004 (Unaudited)	As of March 31, 2004 (Audited)	As of March 31, 2003 (Audited)
Nonaccrual loans	4,295,589	4,904,381	6,632,798
Restructured loans	80,656	159,226	192,335
Accruing loans contractually past due 90 days or more	24,068	19,793	22,904

Total	4,400,313	5,083,400	6,848,037

Loans	43,928,238	45,420,052	46,684,665
Allowance for loan losses	2,080,771	2,438,309	3,195,187

(Reference)

Reverse reconciliation from US GAAP to Japanese GAAP (Unaudited)

UFJ Holdings, Inc., and Subsidiaries


(in millions of yen)	As of September 30, 2004
Shareholders’ equity in accordance with US GAAP	1,508,163
Differences arising from different accounting for:
Investment securities	69,359
Loans	4,274
Allowance for loan losses	217,358
Capital leases	(942	)
Exchange of premises and equipment	(4,992	)
Real estate sale and leasebacks	38,974
Land and buildings	79,307
Pension liability	303,328

Non-interest earning deposits made under government-led restructuring program	37,043

Derivative financial instruments	64,387
Trust fees	(4,026	)
Goodwill and intangible assets	(2,678,765	)
Variable interest entities	55,483
Deferred tax valuation allowance	1,338,541
Other	47,953
Tax effect of adjustments	(101,032	)

Shareholders’ Equity in accordance with Japanese GAAP	974,413


(in millions of yen)	For the six months ended September 30, 2004
Net income in accordance with US GAAP	245,749
Differences arising from different accounting for:
Investment securities	(274,663	)
Loans	962
Allowance for loan losses	(502,607	)
Capital leases	(3,485	)
Exchange of premises and equipment	98
Real estate sale and leasebacks	261
Land and buildings	(3,247	)
Pension liability	15,006

Non-interest earning deposits made under government-led restructuring program	(2,398	)

Derivative financial instruments	55,102
Trust fees	202
Goodwill and intangible assets	24,579
Variable interest entities	(10,284	)
Deferred tax valuation allowance	(383,211	)
Other	5,648
Tax effect of adjustments	158,004

Net income in accordance with Japanese GAAP	(674,284	)

Filings with the U.S. SEC

Mitsubishi Tokyo Financial Group, Inc. (“MTFG”) will file a registration statement on Form F-4 (“Form F-4”) with the U.S. SEC on March 4, 2005 in connection with the proposed management integration of UFJ Holdings, Inc. (“UFJ”) with MTFG. The Form F-4 contains a prospectus and other documents. After the Form F-4 is declared effective, UFJ plans to mail the prospectus contained in the Form F-4 to its U.S. shareholders prior to the shareholders meeting at which the proposed business combination will be voted upon. The Form F-4 and prospectus contains important information about MTFG, UFJ, management integration and related matters. U.S. shareholders of UFJ are urged to read the Form F-4, the prospectus and the other documents that are filed with the U.S. SEC in connection with the management integration carefully before they make any decision at the UFJ shareholders meeting with respect to the proposed business combination. The Form F-4, the prospectus and all other documents filed with the U.S. SEC in connection with the management integration will be available when filed, free of charge, on the U.S. SEC’s web site at www.sec.gov. In addition, the prospectus and all other documents filed with the U.S. SEC in connection with the management integration will be made available to shareholders, free of charge, by calling, writing or e-mailing:


MTFG CONTACT:		UFJ CONTACT:

Mr. Hirotsugu Hayashi		Mr. Shiro Ikushima
26F Marunouchi Bldg., 4-1 Marunouchi 2-chome,		1-1 Otemachi 1-chome,
Chiyoda-ku, Tokyo 100-6326 Japan		Chiyoda-ku, Tokyo 100-8114 Japan
81-3-3240-9059		81-3-3212-5458
Hirotsugu_Hayashi@mtfg.co.jp		shiro_ikushima@ufj.co.jp

In addition to the Form F-4, the prospectus and the other documents filed with the U.S. SEC in connection with the management integration, MTFG is obligated to file annual reports with, and submit other information to, the U.S. SEC. You may read and copy any reports and other information filed with, or submitted to, the U.S. SEC at the U.S. SEC’s public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the other public reference rooms in New York, New York and Chicago, Illinois. Please call the U.S. SEC at 1-800-SEC-0330 for further information on public reference rooms. Filings with the U.S. SEC also are available to the public from commercial document-retrieval services and at the web site maintained by the U.S. SEC at www.sec.gov.

Forward-Looking Statements

This communication contains forward-looking information and statements about MTFG, UFJ and their combined businesses after completion of the management integration. Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words “expect,” “anticipates,” “believes,” “intends,” “estimates” and similar expressions. Although MTFG’s and UFJ’s management believe that the expectations reflected in such forward-looking statements are reasonable, investors and holders of UFJ securities are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of MTFG and UFJ, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified in the public filings with the SEC and the local filings made by MTFG and UFJ, including those listed under “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors” in the prospectus included in the registration statement on Form F-4 that MTFG filed with the U.S. SEC. Other than as required by applicable law, MTFG and UFJ do not undertake any obligation to update or revise any forward-looking information or statements.