Prospectus
Table of Contents

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-155420

PROSPECTUS

  

 

LOGO

 

Mitsubishi UFJ Financial Group, Inc.

 

174,000,000 Shares of Common Stock

 

In the Form of Shares and American Depositary Shares

 

 

 

Mitsubishi UFJ Financial Group, Inc., a joint stock company incorporated with limited liability under the laws of Japan, is offering 174,000,000 shares of its common stock, in the form of shares and American Depositary Shares, or ADSs, in the United States and Canada. The offered shares are newly issued shares and treasury shares sold by us. Each ADS represents one share of our common stock.

 

Concurrent with this offering, we are conducting an offering of 434,800,000 shares of our common stock in Japan and an offering of 260,900,000 shares of our common stock, in the form of shares and ADSs, outside of Japan, the United States and Canada. These offerings, together with the offering in the United States and Canada, are collectively referred to in this prospectus as the global offering.

 

Shares of our common stock are listed on the First Section of the Tokyo Stock Exchange, the Osaka Securities Exchange and the Nagoya Stock Exchange in Japan. ADSs, each representing one share of common stock are listed on the New York Stock Exchange under the symbol “MTU”. The last reported sales price was ¥430 per share of common stock on the Tokyo Stock Exchange on December 8, 2008 and $4.65 per ADS on the New York Stock Exchange on December 5, 2008.

 

 

 

Investing in the shares of our common stock or ADSs involves risks. See “Risk Factors” beginning on page 6 of this prospectus.

 

 

 

     Per ADS    Total(1)    Per share of common stock    Total(2)

Public offering price

   $ 4.49    $ 781,260,000    ¥ 417    ¥ 72,558,000,000

Underwriting discounts and commissions

   $ 0.1852    $ 32,224,800    ¥ 17.20    ¥ 2,992,800,000

Proceeds, before expenses, to the issuer

   $ 4.3048    $ 749,035,200    ¥ 399.80    ¥ 69,565,200,000

 

(1)   Assuming all shares to be sold in the U.S. offering will be sold in the form of ADSs.
(2)   Assuming none of the shares to be sold in the U.S. offering will be sold in the form of ADSs.

 

 

 

We have granted the U.S. underwriters and the international underwriters options to purchase up to an additional 26,000,000 shares and 39,100,000 shares, respectively, of our common stock, in the form of shares or ADSs, solely to cover any over-allotments. In addition, we have granted Nomura Securities Co., Ltd. an option to purchase up to an additional 65,200,000 shares of our common stock in connection with any over-allotments in the Japanese offering.

 

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

 

The shares are offered by the U.S. underwriters as specified in this prospectus. Payment for the shares will be made in yen for value on or about December 15, 2008 (Tokyo time), and the shares will be delivered in Tokyo on or about December 16, 2008 (Tokyo time) through clearing accounts with the Japan Securities Depository Center, Inc., or JASDEC, under the central clearing system in Japan. Payments for the ADSs will be made in U.S. dollars for value on or about December 15, 2008 (New York time), and the ADSs will be delivered in book-entry form through The Depository Trust Company on or about December 16, 2008 (New York time).

 

 

 

Joint Global Coordinators

 

Morgan Stanley   Nomura Securities

 

Co-Global Coordinators

 

Mitsubishi UFJ Securities   J.P. Morgan

 

Joint Bookrunners

 

Morgan Stanley   J.P. Morgan       Nomura Securities International, Inc.

 

Co-Managers

 

Merrill Lynch & Co.   UBS Investment Bank    Deutsche Bank Securities              Nikko Citigroup               Credit Suisse

 

Prospectus dated December 8, 2008.


Table of Contents

TABLE OF CONTENTS

 

     Page

Summary

   3

Risk Factors

   6

Cautionary Statement Concerning Forward-Looking Statements

   9

Capitalization and Indebtedness

   11

Use of Proceeds

   13

Recent Developments

   14

Underwriting

   18

Legal Matters

   24

Experts

   24

Where You Can Obtain More Information

   24

Incorporation of Documents by Reference

   25

Limitations on Enforcement of U.S. Laws

   27

Annex A: Unaudited Reverse Reconciliation of Selected Financial Information

   A-1

Annex B: Excerpt from Press Release of MUFG, dated November 18, 2008, Announcing Its Japanese GAAP Results for the Six Months ended September 30, 2008

   B-1

Annex C: Unaudited Interim Consolidated Japanese GAAP Financial Statements as of and for the Six Months ended September 30, 2008

   C-1

Attachment A: Designation Form for Institutional Investors

   AA-1

 

 

 

It is important for you to read and consider all information contained in, or incorporated by reference into, this prospectus in making your investment decision. You should also read and consider the information in the documents we have referred you to in “Where You Can Obtain More Information” in this prospectus.

 

In this prospectus, as the context requires, when we use the words “we,” “us,” “our” or “MUFG,” we mean the combined business and operations of Mitsubishi UFJ Financial Group, Inc., or formerly Mitsubishi Tokyo Financial Group, Inc., and its consolidated subsidiaries, as well as Mitsubishi UFJ Financial Group, Inc. References to “MTFG” and “UFJ Holdings” are to the Mitsubishi Tokyo Financial Group, Inc. and to UFJ Holdings, Inc., respectively, as well as to MTFG and UFJ Holdings and their respective consolidated subsidiaries, as the context requires. Unless the context otherwise requires, references in this prospectus to the financial results or business of the “UFJ group” refer to those of UFJ Holdings and its consolidated subsidiaries. We use the word “you” to refer to prospective investors in the shares and ADSs.

 

In this prospectus, references to “dollars,” “U.S.$,” “$” and “U.S. dollars” mean the currency of the United States, and references to “yen,” “¥” and “Japanese yen” mean the currency of Japan.

 

In this prospectus, all U.S. dollar and yen figures and percentages have been rounded to the figures shown unless otherwise specified. Accordingly, the total of each column of figures may not be equal to the total of the relevant individual items. Unless otherwise specified, the financial information presented in this prospectus and the consolidated financial statements of MUFG and UFJ Holdings are prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. However, the financial information set forth in the appendices to this prospectus are prepared in accordance with accounting principles generally accepted in Japan, or Japanese GAAP. Our fiscal year ends on March 31 of each year. References to years not specified as being fiscal years are to calendar years.

 

 

 

You should rely only on the information contained or incorporated by reference in this prospectus. We have not, and the U.S. underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the U.S. underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and in the documents incorporated by reference herein is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

 

2


Table of Contents

SUMMARY

 

For a more complete description of the terms of our common stock and related matters referred to in the following summary, see the description in our annual report on Form 20-F for the fiscal year ended March 31, 2008 under the caption “Item 10B. Memorandum and Articles of Association,” the explanation included in “Underwriting” in this prospectus, and other information included in, or incorporated by reference into, this prospectus.

 

Shares offered in the global offering

869,700,000 shares of our common stock, including 569,700,000 newly issued shares and 300,000,000 treasury shares, which may be delivered in the form of shares or ADSs.

 

Global offering

The global offering consists of the following concurrent offerings with the U.S. offering and the international offering conditioned on each other and on the Japanese offering, but the Japanese offering not conditioned on the U.S. offering or the international offering:

 

U.S. offering

174,000,000 shares of common stock to be offered in the United States and Canada in the form of shares and ADSs,

 

International offering

260,900,000 shares of common stock to be offered outside of Japan, the United States and Canada in the form of shares and ADSs, and

 

Japanese offering

434,800,000 shares of common stock to be offered in Japan.

 

Over-allotment options granted

We have granted the U.S. underwriters and the international underwriters options to purchase up to an additional 26,000,000 shares and 39,100,000 shares, respectively, of our common stock, in the form of shares or ADSs, solely in connection with any over-allotments. In addition, we have granted Nomura Securities Co., Ltd. an option to purchase up to an additional 65,200,000 shares of our common stock in connection with any over-allotments in the Japanese offering. See the section entitled “Underwriting” for additional details with respect to these options.

 

Shares that will have been issued immediately after the global offering

11,633,679,680 shares of common stock, including shares represented by ADSs and assuming full exercise of the over-allotment options.

 

American Depositary Shares

Each ADS represents one share of our common stock. The ADSs are evidenced by American depositary receipts, or ADRs, issued under a deposit agreement for the ADSs among us, The Bank of New York Mellon, acting as depositary, and the owners and holders from time to time of ADSs.

 

Depositary for the ADSs

The Bank of New York Mellon.

 

Offering price

¥417 per share of common stock or $4.49 per ADS.

 

3


Table of Contents

Use of proceeds

We expect to receive net proceeds from the global offering of approximately ¥398.65 billion (assuming that the over-allotment options are exercised in full), which we will use to make an investment in our wholly owned subsidiary, The Bank of Tokyo-Mitsubishi UFJ, Ltd., or BTMU, to strengthen our overall group capital base. BTMU expects to use those funds for general corporate purposes.

 

Dividends

Purchasers of shares of our common stock or ADSs will not be entitled to receive any interim dividend that may be paid to shareholders of record as of September 30, 2008, but will be entitled to receive the full amount of any dividend that may be paid to shareholders of record as of March 31, 2009. Dividend payments to non-resident holders of shares or ADSs will be subject to Japanese withholding taxes. Dividends on our common stock are paid in Japanese yen. Subject to the terms of the deposit agreement, the depositary for the ADSs will convert any cash dividends into U.S. dollars. Any dividends paid to holders of ADSs will be less the fees and expenses payable under the deposit agreement and any applicable taxes. See “Item 10.B. Memorandum and Articles of Association—American Depositary Shares” in our annual report on Form 20-F.

 

Listing

Shares of our common stock are listed on the First Section of the Tokyo Stock Exchange, the Osaka Securities Exchange and the Nagoya Stock Exchange in Japan. ADSs, each representing one share of common stock, are listed on the New York Stock Exchange under the symbol “MTU”.

 

Voting rights

Holders of our common stock have the right to one vote for each unit, consisting of 100 shares of common stock, held on all matters submitted to a vote of shareholders. Holders of ADSs will have the right to instruct the depositary to exercise on their behalf one vote per 100 ADSs, subject to some restrictions.

 

Lock-up

We have agreed with the global coordinators (as set forth in “Underwriting”) to restrictions on the sale of shares of our common stock for a period of 180 days from the date of this prospectus, subject to limited exceptions and to extension in certain limited circumstances as described in “Underwriting.”

 

Payment and settlement

The underwriters expect to make payment for the shares to be sold in the global offering (including shares underlying any ADSs sold) on or about December 15, 2008 (Tokyo time) and to deliver the common stock in Tokyo through clearing accounts with JASDEC on or about December 16, 2008 (Tokyo time). The underwriters expect to deliver ADSs in New York, New York through the facilities of The Depository Trust Company on or about December 16, 2008 (New York time). Delivery of the shares and the ADSs in the U.S. offering and the international offering is expected to occur, subject to receipt and acceptance by the underwriters, on December 16, 2008, which is later than three business days after pricing of the global offering, as described in the expected timetable below. Because of the longer settlement period, purchasers who wish to trade shares or ADSs on or soon after pricing

 

4


Table of Contents
 

may need to specify alternative settlement arrangements to prevent a failed settlement. Until delivery by the underwriters against payment, ADSs relating to the shares sold in the global offering will be traded on the New York Stock Exchange on a “when issued” basis. The shares and ADSs will not be traded on a “when issued” basis on the Tokyo Stock Exchange, the Osaka Securities Exchange, the Nagoya Stock Exchange or any other market. Because of this longer settlement period, you may be required to comply with applicable margin requirements.

 

Expected timetable

The expected timetable for the global offering is as follows:

 

   

Marketing of the global offering commenced on November 18, 2008.

 

   

Pricing of the global offering was determined following the close of the market in Japan on December 8, 2008 (the pricing date).

 

   

Japanese subscription period will commence on December 9, 2008 (Tokyo time) and close on December 10, 2008 (Tokyo time).

 

   

Delivery of the shares of common stock in the U.S. offering, the Japanese offering and the international offering is expected on December 16, 2008 (Tokyo time).

 

   

Delivery of the ADSs in the U.S. offering and the international offering are expected on December 16, 2008 (New York time).

 

5


Table of Contents

RISK FACTORS

 

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below and the more detailed explanation of risks described in our annual report on Form 20-F for the fiscal year ended March 31, 2008 under the caption “Item 3D. Risk Factors,” as well as all the other information including our consolidated financial statements and related notes, included in, or incorporated by reference into, this prospectus.

 

Our business, operating results and financial condition could be materially and adversely affected by any of the factors discussed below. The trading price of our common stock could decline due to any of these factors. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks faced by us described below and elsewhere in this prospectus. See “Cautionary Statement Concerning Forward-Looking Statements.”

 

Risks Related to Recent Developments

 

Our recently completed and planned investments may increase our exposure to market fluctuations and other factors over which we have little or no control.

 

In line with our ongoing strategic effort to create a leading comprehensive financial group that offers a broad range of financial products and services, we have recently agreed to enter into, and have entered into, several business combinations and strategic business alliances. For example,

 

   

on October 2, 2008, we acquired 9.9% of the issued shares of Aberdeen Asset Management PLC, or Aberdeen, and intend to increase our holdings but not to a level that exceeds 19.9%, subject to receiving the required regulatory approvals;

 

   

on October 13, 2008, we purchased approximately $9 billion of preferred shares of Morgan Stanley, which provided us with an approximately 21% interest in Morgan Stanley on a fully diluted basis at the time of our purchase, which interest decreased to approximately 20% on a fully diluted basis as a result of the U.S. Department of the Treasury’s subsequent purchase of a warrant to purchase up to 65,245,759 shares of common stock;

 

   

on October 21, 2008, we completed a tender offer for outstanding common shares of ACOM Co., Ltd., raising our stake in ACOM to approximately 40.0%; and

 

   

on September 26, 2008, BTMU completed a tender offer for the outstanding shares of common stock of UnionBanCal Corporation, or UNBC, raising our stake in UNBC to approximately 98.0%. We and BTMU subsequently acquired the remaining outstanding shares of UNBC through a merger on November 5, 2008 and, as a result, UNBC became our wholly owned indirect subsidiary.

 

The fair value of our investments in those financial institutions may be impaired if their business results are adversely affected by current or future financial market instability or otherwise, resulting in a decline in the fair value of their securities that is other than temporary. In particular, the value of Morgan Stanley’s securities has fluctuated significantly in recent periods. The price of Morgan Stanley’s common stock declined approximately 60.9% from $24.75 at the close of trading on September 26, 2008, the day immediately prior to the date on which we entered into the strategic capital alliance agreement, to $9.68 at the close of trading on October 10, 2008, the trading day immediately prior to the date on which we acquired the preferred shares under the amended agreement. The closing price of Morgan Stanley’s common stock on December 5, 2008 was $15.72. Any significant impairment of the fair value of our investments could have a material adverse impact on our results of operations and financial condition.

 

The most significant investments we have made or announced in the current fiscal year involve companies in industries undergoing significant restructuring. As a result, it may be difficult to evaluate the prospects of such investments based on historical results, and our results of operations may be subject to greater uncertainty.

 

6


Table of Contents

In addition, changes in economic policies of governments and central banks, laws and regulations, including capital adequacy requirements for financial institutions, and applicable accounting rules implemented in response to current and future market fluctuations, may have a greater impact on our results of operations and financial condition because of our recent investments.

 

In cases where we hold a minority interest in the investees, we typically cannot control the operations and assets of these investees or make major decisions without the consent of other shareholders or participants, or at all. For example, we may be unable to implement proposals that we may make in an effort to further develop our global strategic alliance with Morgan Stanley. In some cases, increasing our shareholding to a controlling stake could also trigger additional regulatory approvals and subject us to significantly increased regulatory supervision. If our investees encounter financial or other business difficulties, if their strategic objectives change or if they no longer perceive us to be an attractive alliance partner, they may no longer desire or be able to participate in alliances with us. Our business and results of operations could be adversely affected if we are unable to continue with one or more strategic business alliances.

 

If the Japanese stock market or other global markets decline in the future, we may incur losses on our securities portfolio and our capital ratios will be adversely affected.

 

We hold large amounts of marketable equity securities, of which a significant portion are securities of Japanese issuers. The market values of these securities are inherently volatile. We have recently experienced impairment losses on our marketable equity securities as a result of a decline in Japanese stock prices. The Nikkei Stock Average, which is an average of 225 blue chip stocks listed on the Tokyo Stock Exchange, declined from ¥12,525.54 at March 31, 2008 to ¥11,259.86 at September 30, 2008, and further down to a 26-year low at ¥7,162.90 on October 27, 2008. The Nikkei Stock Average was ¥8,329.05 on December 8, 2008. The Tokyo Stock Price Index, or TOPIX, a composite index of all stocks listed on the First Section of the Tokyo Stock Exchange, the index declined from 1,212.96 at March 31, 2008 to 1,087.41 at September 30, 2008, and further down to 746.46 at October 27, 2008. The TOPIX was 812.08 on December 8, 2008. If the Japanese stock market or other global markets further decline or do not improve, we may incur additional losses on our securities portfolio. Further declines in the Japanese stock market or other global markets may also materially adversely affect our capital ratios, results of operations and financial condition.

 

We are subject to increased regulatory requirements and supervision in the United States as a financial holding company.

 

On October 6, 2008, we became a financial holding company in the United States for purposes of U.S. federal banking law and may engage in a substantially broader range of non-banking activities in the United States, including insurance, securities, merchant banking and other financial activities, compared to when we were a bank holding company. To maintain our financial holding company status, we are required to meet or exceed certain capital ratios and certain examination ratings. In addition, our regulatory compliance expenses may increase. If we cease to meet any of the requirements for financial holding company status, we may be required to discontinue newly authorized financial activities and suffer other adverse consequences. See “Recent Developments.”

 

Risks Related to Investing in Our Shares

 

Rights of shareholders under Japanese law may be different from those under the laws of jurisdictions within the United States and other countries.

 

Our articles of incorporation, the regulations of our board of directors and the Company Law of Japan, or the Company Law (also known as the Corporation Act), govern our corporate affairs. Legal principles relating to such matters as the validity of corporate procedures, directors’ and officers’ fiduciary duties and shareholders rights are different from those that would apply if we were not a Japanese corporation. Shareholders’ rights under Japanese law are different in some respects from shareholders’ rights under the laws of jurisdictions within the United States and other countries. You may have more difficulty in asserting your rights as a shareholder than you would as a shareholder of a corporation organized in a jurisdiction outside of Japan.

 

 

7


Table of Contents

It may not be possible for investors to effect service of process within the United States upon us or our directors, corporate auditors or other management members, or to enforce against us or those persons judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States.

 

We are a joint stock company incorporated under the laws of Japan. Almost all of our directors, corporate auditors or other management members reside outside the United States. Many of our assets and the assets of these persons are located in Japan and elsewhere outside the United States. It may not be possible, therefore, for U.S. investors to effect service of process within the United States upon us or these persons or to enforce, against us or these persons, judgments obtained in the U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States. We believe that there is doubt as to the enforceability in Japan, in original actions or in actions to enforce judgments of U.S. courts, of claims predicated solely upon the federal securities laws of the United States.

 

A long settlement period may impair the liquidity of your shares.

 

Delivery of the shares is expected to occur, subject to our receipt of payment and acceptance of delivery by the underwriters, on the sixth trading day after the offering is priced (Tokyo time), which is later than the typical three business day settlement period following the pricing of an offering in the United States. The shares will not trade on a “when issued” basis on the Tokyo Stock Exchange or any other market. Accordingly, during the period between pricing and settlement, the liquidity of your shares may be impaired. In addition, because of the longer settlement period, you may need to specify alternative settlement arrangements to prevent a failed settlement if you wish to trade your shares, and may be required to comply with applicable margin requirements.

 

Risks Related to Investing in Our ADSs

 

As a holder of ADSs, you have fewer rights than a shareholder and you must act through the depositary to exercise these rights.

 

The rights of our shareholders under Japanese law to take actions such as voting their shares, receiving dividends and distributions, bringing derivative actions, examining our accounting books and records and exercising appraisal rights are available only to shareholders of record. Because the depositary, through its custodian, is the holder of record of the shares underlying the ADSs, a holder of ADSs may not be entitled to the same rights as a shareholder. In your capacity as an ADS holder, you may not be able to bring a derivative action, examine our accounting books and records or exercise appraisal rights.

 

Foreign exchange rate fluctuations may affect the U.S. dollar value of our ADSs and dividends payable to holders of our ADSs.

 

Market prices for our ADSs may fall if the value of the yen declines against the U.S. dollar. In addition, the U.S. dollar amount of cash dividends and other cash payments made to holders of our ADSs would be reduced if the value of the yen declines against the U.S. dollar.

 

A long settlement period may impair the liquidity of your ADSs.

 

Delivery of the ADSs is expected to occur, subject to our receipt of payment and acceptance of delivery by the underwriters, on the sixth trading day after the offering is priced (New York time), which is later than the typical three business day settlement period following the pricing of an offering. Until delivery by the underwriters against payment, ADSs relating to the shares sold in the global offering will be traded on the New York Stock Exchange on a “when issued” basis. The ADSs, however, will not trade on a “when issued” basis on the Tokyo Stock Exchange, the Osaka Securities Exchange, the Nagoya Stock Exchange or any other market. Accordingly, during the period between pricing and settlement, the liquidity of your ADSs may be impaired. In addition, because of the longer settlement period, you may need to specify alternative settlement arrangements to prevent a failed settlement if you wish to trade your ADSs, and may be required to comply with applicable margin requirements.

 

8


Table of Contents

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

 

This prospectus contains statements that constitute forward-looking statements. Forward-looking statements appear in a number of places in this prospectus and include statements regarding our current intent, belief, targets or expectations or the current intent, belief, targets or expectations of our management with respect to, among others:

 

   

financial condition;

 

   

results of operations;

 

   

business plans and other management objectives;

 

   

business strategies, competitive positions and growth opportunities;

 

   

the benefits of recently completed or announced transactions and realization of related financial and operating synergies and efficiencies, including estimated cost savings and revenue enhancement;

 

   

the financial and regulatory environment in which we operate;

 

   

our problem loan levels and loan losses; and

 

   

the equity, other financial product, foreign exchange and real estate markets.

 

In many, but not all, cases, we use words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “hope,” “intend,” “may,” “plan,” “predict,” “probability,” “risk,” “should,” “will,” “would” and similar expressions, as they relate to us or our management, to identify forward-looking statements. These statements reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may vary materially from those which are anticipated, aimed at, believed, estimated, expected, intended or planned.

 

Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ from those in forward-looking statements as a result of various factors. We identify in “Risk Factors” and elsewhere in this prospectus as well as other information included in, or incorporated by reference into, this prospectus important factors that could cause actual results to differ. Important factors that could cause actual results to differ materially from estimates or forecasts contained in the forward-looking statements include, among others:

 

   

negative changes in economic conditions in Japan and other countries;

 

   

continued extreme market volatility due to ongoing global financial instability;

 

   

the ability to integrate our businesses, product lines and branch offices with newly acquired or soon-to-be-acquired businesses in a manner that achieves the expected benefits;

 

   

timing, impact and other uncertainties associated with our other or future acquisitions or combinations and the integration of these other future acquisitions;

 

   

changes in the monetary and interest rate policies of the Bank of Japan and other central banks;

 

   

the ongoing integration of the information systems at our commercial bank subsidiary;

 

   

fluctuations in interest rates, equity prices and currency exchange rates, the adequacy of loan loss reserves, the inability to hedge certain risks economically, changes in consumer spending and other habits, as well as the impact of tax and other legislation and other regulations in the jurisdictions in which we and our affiliates operate;

 

   

risks of international business;

 

   

regulatory risks;

 

9


Table of Contents
   

contingent liabilities;

 

   

competitive factors in the industries in which we compete, and the impact of competitive services and pricing in our market;

 

   

risks associated with debt service requirements;

 

   

degree of financial leverage; and

 

   

other risks referenced from time to time in our filings with the U.S. Securities and Exchange Commission.

 

We do not intend to update these forward-looking statements. We are under no obligation, and disclaim any obligation, to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.

 

10


Table of Contents

CAPITALIZATION AND INDEBTEDNESS

 

The following table presents our capitalization and indebtedness at March 31, 2008 on an actual basis and on an as adjusted basis to give effect to the receipt of the net proceeds from the issuance and sale of the shares in the global offering (assuming no exercise of the over-allotment options).

 

     At March 31, 2008  
     Actual     As adjusted  
     (in millions)  

Total short-term borrowings

   ¥ 26,247,032     ¥ 26,247,032  

Long-term debt:

    

Obligations under capital leases

     150,787       150,787  

Obligations under sale-and-leaseback transactions

     57,925       57,925  

Unsubordinated debt(1)

     4,455,034       4,455,034  

Subordinated debt(2)(3)(4)

     5,651,260       5,651,260  

Obligations under loan securitization transaction

     3,360,244       3,360,244  
                

Total long-term debt

     13,675,250       13,675,250  
                

Minority interest

     663,816       663,816  

Shareholders’ equity:

    

Preferred stock, with no stated value(5) (6)

     247,100       247,100  

Common stock, with no stated value(5)(7) (8)

     1,084,708       1,101,504  

Capital surplus

     5,791,300       5,808,096  

Retained earnings:(9)

    

Appropriated for legal reserve

     239,571       239,571  

Unappropriated

     935,309       935,309  

Accumulated other changes in equity from nonowner sources, net of taxes

     919,420       919,420  

Treasury stock, at cost (503,153,835 common shares, actual; 203,153,835 common shares, as adjusted)(7)(8)

     (727,293 )     (413,178 )
                

Total shareholders’ equity

     8,490,115       8,837,821  
                

Total capitalization and indebtedness

   ¥ 49,076,213     ¥ 49,423,919  
                

 

(1)   BTMU, Mitsubishi UFJ Trust and Banking Corporation, or MUTB, and Mitsubishi UFJ Securities Co., Ltd., or MUS, which are MUFG’s most active subsidiaries with respect to the issuance of bonds, issued ¥220 billion aggregate principal amount of unsubordinated bonds between April 1, 2008 and October 15, 2008. During the same period, the three subsidiaries redeemed ¥270 billion aggregate principal amount of unsubordinated bonds.
(2)   BTMU, MUTB and MUS issued ¥210 billion aggregate principal amount of subordinated bonds and ¥196 billion aggregate principal amount of subordinated loans between April 1, 2008 and October 15, 2008. During the same period, the three subsidiaries redeemed ¥104 billion aggregate principal amount of subordinated bonds and ¥131 billion aggregate principal amount of subordinated loans.
(3)   On June 30, 2008, one of our special purpose companies redeemed a total of $1 billion of non-cumulative and non-dilutive perpetual preferred securities.
(4)   On September 2, 2008, a special purpose company issued ¥222 billion aggregate liquidation preference amount of non-cumulative perpetual preferred securities.
(5)   On September 30, 2008, 22,400,000 shares of Class 12 preferred shares were converted into 28,140,710 shares of common stock. On August 1, 2008, 17,700,000 shares of Class 8 preferred shares were converted into 43,895,180 shares of common stock.
(6)   On November 17, 2008, MUFG issued 156,000,000 shares of First Series Class 5 Preferred Stock by way of a third party allotment for net proceeds of approximately ¥389.9 billion.
(7)   Between April 1, 2008 and October 31, 2008, MUFG repurchased 126,982 shares of common stock upon request of holders of less than one unit of shares of common stock and MUFG delivered 83,236 shares of common stock upon request of any holder of less than one unit of shares of common stock to make such holder’s holding one full unit of shares. Between April 1, 2008 and October 15, 2008, 569,700 shares of common stock were issued or delivered upon exercise of stock acquisition rights issued as stock options.

 

11


Table of Contents
(8)   On August 1, 2008, MUFG allocated 447,982,086 shares of common stock, previously held as treasury stock, to former shareholders of Mitsubishi UFJ NICOS in a share exchange transaction. Of the allocated shares, MUFG repurchased 247,677,147 shares from BTMU and 765,900 shares from MUTB, respectively, on September 25, 2008.
(9)   On June 27, 2008, our shareholders approved the appropriation of retained earnings totaling approximately ¥76 billion for the payment of annual dividends of ¥7 per share of common stock, ¥30 per share of First Series Class 3 Preferred Stock, ¥7.95 per share of Class 8 Preferred Stock, ¥2.65 per share of Class 11 Preferred Stock and ¥5.75 per share of Class 12 Preferred Stock and, on November 18, 2008, we approved the appropriation of retained earnings totaling approximately ¥77 billion for the payment of interim dividends.

 

12


Table of Contents

USE OF PROCEEDS

 

We expect to receive approximately ¥346.55 billion in net cash proceeds from the issuance and sale of new shares and the sale of treasury shares in the global offering, which we plan to use to make an investment in our wholly owned subsidiary, BTMU, to strengthen our overall capital base. BTMU expects to use those funds for general corporate purposes.

 

These amounts are after deducting the underwriters’ discounts and commissions and ¥1.16 billion of estimated aggregate expenses payable by us.

 

If the U.S. underwriters, the international underwriters and the Japanese underwriters elect to exercise their options to purchase up to an additional 26,000,000, 39,100,000 and 65,200,000 shares, respectively, of our common stock in full, we expect to receive an additional ¥52.09 billion in net cash proceeds, which we also plan to use to make an investment in BTMU to strengthen our overall capital base. BTMU expects to use those funds for general corporate purposes.

 

13


Table of Contents

RECENT DEVELOPMENTS

 

Effects of Challenging Business Environment in Recent Periods

 

The global financial market instability initially triggered by disruptions in the U.S. credit markets and negative trends in the global economy has continued to worsen in recent months. Japan is also experiencing a difficult business environment with the Nikkei Stock Average, which is an average of 225 blue chip stocks listed on the Tokyo Stock Exchange, reaching a 26-year low of ¥7,162.90 on October 27, 2008.

 

The difficult business environment in Japan and globally has adversely affected our business and financial results in recent periods. Although we have not compiled any updated interim U.S. GAAP financial information since we published our U.S. GAAP financial information as of and for the fiscal year ended March 31, 2008, we announced on November 18, 2008, our interim Japanese GAAP financial data as of and for the six months ended September 30, 2008. Our interim Japanese GAAP financial results were adversely affected by the ongoing global financial instability and negative trends in the Japanese economy. For a detailed discussion of our interim Japanese GAAP financial information as of and for the six months ended September 30, 2008, please see Annex B and Annex C to this prospectus. However, because there are significant differences between U.S. GAAP and Japanese GAAP, the interim Japanese GAAP financial information that we published is not directly comparable to the information set forth in our consolidated financial statements prepared in accordance with U.S. GAAP and incorporated by reference into this prospectus. Please refer to the unaudited reverse reconciliation of selected financial information included in Annex A to this prospectus for a quantification of the material differences between U.S. GAAP and Japanese GAAP with respect to our most recently completed fiscal year.

 

We expect the severe business conditions, resulting from the global financial market instability and the slowdown in the economy in Japan and globally, to continue in the near term. As a result, our future operating and financial results are highly uncertain and subject to significant change. For example, although in May 2008, we were forecasting Japanese GAAP financial results for the current fiscal year to be substantially in line with the prior fiscal year’s Japanese GAAP results, the recent negative developments caused us to announce significant downward adjustments to our Japanese GAAP financial forecasts on October 31, 2008. Specifically, in comparison to our Japanese GAAP financial forecasts for the current fiscal year announced in May 2008, we lowered our ordinary profit forecast by more than half and our net income forecast by approximately two-thirds. We announced lower financial forecasts for the current fiscal year because we expect:

 

   

lower fees from investment products in retail business and derivative transactions in corporate banking business;

 

   

lower trading income;

 

   

increased impairment losses on equity securities resulting from the continuing decline in equity security prices in Japan generally; and

 

   

increased credit costs resulting mainly from deteriorating business conditions for our customers.

 

In response to the current global financial difficulties, various measures have been taken, or are being contemplated, by the Japanese central bank, the Japanese government and other organizations to stabilize and stimulate the Japanese economy. For example,

 

   

on October 31, 2008, the Bank of Japan lowered its target for the uncollateralized overnight call rate by 20 basis points to 0.3%;

 

   

the government has taken certain measures with respect to equity transactions, including tighter restrictions on short sales of listed shares and relaxing restrictions on share buy-backs;

 

   

there are media reports that the Banks’ Shareholdings Purchase Corporation may resume purchasing shares held by banks; and

 

14


Table of Contents
   

the Japanese Financial Services Agency is expected to implement revised capital adequacy guidelines under which a bank (including a bank holding company) with international operations will no longer be required to reflect in its Tier 1 capital unrealized gains or losses on yen-denominated Japanese government bonds and certain other securities (excluding shares) with a risk weight of 0% under the Standard Approach.

 

Despite these newly implemented or contemplated measures, the financial markets or overall economy in Japan and globally may not improve in the near term. In fact, business conditions in Japan and globally could become even more challenging than we currently anticipate and as a result, our actual Japanese GAAP results for the current fiscal year may be lower than our current financial forecasts. See “Cautionary Statement Concerning Forward-Looking Statements.” Although we periodically issue forecasts of our Japanese GAAP financial results, they are made in order to comply with the Tokyo Stock Exchange requirements based on various assumptions and estimates, and investors should not place any reliance on them.

 

Strategic Global Alliance with Morgan Stanley

 

On October 13, 2008, we acquired approximately $7,839.2 million of perpetual non-cumulative convertible preferred stock without voting rights and approximately $1,160.8 million of perpetual non-cumulative non-convertible preferred stock without voting rights issued by Morgan Stanley. The acquisition was made pursuant to an agreement with Morgan Stanley to enter into a strategic capital alliance originally executed on September 29, 2008, and subsequently modified on October 3, October 8 and October 13, 2008.

 

The acquired shares of the convertible preferred stock are convertible to 310,464,033 shares of common stock (at a conversion price of US$25.25 per share). One half of the convertible preferred stock will be converted to common stock one year after our investment, subject to approval by shareholders, if the price of Morgan Stanley’s common stock exceeds $37.875 for 20 or more days out of 30 consecutive trading days. The remainder of the convertible preferred stock will be converted to common stock two years after our investment, subject to approval by shareholders, if the same conditions are satisfied. The non-convertible preferred stock is redeemable at Morgan Stanley’s option on or after three years of our investment for an aggregate redemption price of approximately $1,276.9 million. The shares of the convertible and non-convertible preferred stock have a fixed annual dividend of 10%. The convertible shares provided us with an aggregate of approximately 21% of the voting rights of Morgan Stanley on a fully diluted basis at the time of our acquisition. The conversion terms contained in the convertible preferred stock are subject to the approval of Morgan Stanley’s shareholders. If Morgan Stanley fails to obtain the required shareholder approval by February 17, 2009, the annual dividend rate on the convertible preferred stock will increase from 10% to 13% until Morgan Stanley receives shareholder approval.

 

We have the right to maintain a 20% investment ratio in Morgan Stanley on a fully diluted basis and, as long as we hold an investment ratio of 10% or more in Morgan Stanley on a fully diluted basis, we have the right to appoint one director and one observer to its board. Beginning one year after our investment, we also have the right to demand that Morgan Stanley register, under the Securities Act of 1933, the shares of common stock issued or issuable by Morgan Stanley that we request to be so registered on up to five occasions, subject to certain conditions.

 

Through our capital alliance with Morgan Stanley, we plan to pursue a global strategic alliance in corporate and investment banking, retail, investment management and other businesses. In order to maximize the effectiveness of the alliance, we and Morgan Stanley are targeting to establish a concrete strategy by June 30, 2009. We have formed a steering committee among senior executives of MUFG and Morgan Stanley and have begun preliminary discussions regarding the alliance.

 

In a separate transaction, on October 28, 2008, the U.S. Department of the Treasury purchased for an aggregate purchase price of $10,000,000,000, (1) 10,000,000 shares of fixed rate cumulative perpetual preferred stock, and (2) a warrant to purchase up to 65,245,759 shares of common stock, of Morgan Stanley. The purchase

 

15


Table of Contents

was made under the “TARP Capital Purchase Program,” announced on October 14, 2008, through which the Treasury Department will invest in various U.S. financial institutions. As a result of this purchase, our investment ratio in Morgan Stanley decreased to approximately 20% on a fully diluted basis.

 

Completion of Tender Offer and Merger to Acquire All the Outstanding Shares of UNBC

 

On September 26, 2008, we and BTMU completed a cash tender offer for approximately $3.5 billion to purchase all of the outstanding shares of UNBC that we and our affiliates did not already own. As of the close of the offer, shares representing approximately 33.6% of the outstanding shares of UNBC had been validly tendered or guaranteed to be delivered. When added to our and our affiliates’ 64.4% stake at the time, the amount represented approximately 98.0% of UNBC’s total outstanding shares. All shareholders who tendered shares were paid $73.50 per share in cash. In accordance with the merger agreement between BTMU and UNBC announced on August 18, 2008, BTMU and UNBC carried out, on November 5, 2008, a second-step merger as a result of which UNBC became a wholly owned subsidiary of us and each remaining share of UNBC common stock not purchased in the tender offer was converted, subject to appraisal rights, into the right to receive $73.50 per share in cash.

 

UNBC is a San Francisco-based bank holding company, and its primary subsidiary is Union Bank of California, N.A. (“UBOC”). UBOC provides a comprehensive array of personal and commercial financial products and services to individuals, businesses and government agencies. As of June 30, 2008, UBOC had 337 banking offices in California, Oregon and Washington and two international offices.

 

Completion of Tender Offer to Acquire Additional Shares of ACOM Co., Ltd.

 

On October 21, 2008, we completed a tender offer and acquired, for ¥4,000 per share in cash, 38,140,009 shares of common stock of ACOM, an equity method investee engaged in the consumer loan business in which we held approximately 15% of the voting rights. As a result, we increased our voting rights to approximately 40%, and intend to make ACOM a consolidated subsidiary under Japanese GAAP.

 

The acquisition of additional shares of ACOM complements our related efforts to increase the competitiveness of our consumer finance operations, which include a business and capital alliance among JACCS Co., Ltd., BTMU and Mitsubishi UFJ NICOS centering on credit card related operations, installment credit sales, settlement operations and housing loan related operations. In connection with the alliance, Mitsubishi UFJ NICOS transferred its installment credit sales and other businesses to JACCS in April 2008, and BTMU increased its stake in JACCS to approximately 20% of the voting rights in March 2008.

 

Permission to Operate as Financial Holding Companies in the United States

 

We, BTMU, MUTB and UNBC have received notification from the Board of Governors of the U.S. Federal Reserve System that our elections to become financial holding companies under the U.S. Bank Holding Company Act became effective as of October 6, 2008. This change in status means that we are able to engage in a broader range of financial activities without prior regulatory approval. More specifically, we will be able to engage in financial activities such as a full range of securities and insurance businesses, as well as merchant banking activities.

 

Under our financial holding company status, we are also subject to additional regulatory requirements. For example, each of our banking subsidiaries with operations in the United States must be “well capitalized”, meaning a Tier 1 risk-based capital ratio of at least 6% and a total risk-based capital ratio of at least 10%. Our U.S. banking operations must also be “well managed,” including that they maintain examination ratings that are at least satisfactory. Failure to comply with such requirements would require us to prepare a remediation plan and we would not be able to undertake new business activities or acquisitions based on our status as a financial holding company during any period of noncompliance.

 

16


Table of Contents

Strategic Business and Capital Alliance between Mitsubishi UFJ Trust and Banking Corporation, or MUTB, and Aberdeen Asset Management

 

On October 2, 2008, MUTB and Aberdeen entered into a strategic business and capital alliance. Aberdeen is an asset management company based in Scotland and manages a wide range of investment products, including emerging market equities, global equities, and global fixed income. Under the business alliance, MUTB has an exclusive right to access Aberdeen’s services on behalf of domestic institutional investors, such as pension funds, in Japan. We believe the alliance will enable MUTB to meet its clients’ demands for global investment products.

 

As part of the capital alliance, MUTB initially acquired 9.9% of Aberdeen’s issued share capital for approximately ¥20 billion on October 2, 2008. Subject to receiving the required regulatory approvals, MUTB intends to increase its holdings but not to a level that exceeds 19.9%. MUTB may appoint a representative as a non-executive director to the board of Aberdeen if MUTB’s holding reaches 15% or more of Aberdeen’s issued share capital. MUTB has agreed that, until April 2, 2010, it will not raise its holding in Aberdeen’s shares beyond 19.9%, subject to some exceptions.

 

MUTB and Aberdeen plan to continue to work towards further strengthening of their strategic alliance by collaborating in marketing and product development.

 

Issuance of Preferred Shares in Japan

 

In order to further strengthen our financial base for our group’s future growth, on November 17, 2008, we issued and sold 156,000,000 shares of non-convertible preferred stock, First Series Class 5 Preferred Stock, through a third-party allotment to Japanese institutional investors. A dividend of ¥43 per share of preferred stock will be paid for the fiscal year ending March 31, 2009 and, thereafter, a dividend of ¥115 per share of preferred stock will be paid annually, subject to certain conditions, in priority to the common shares. We received approximately ¥389.9 billion in net cash proceeds from the third-party allotment. We used the net proceeds from the issuance and sale of the preferred shares to invest in our consolidated subsidiaries.

 

17


Table of Contents

UNDERWRITING

 

The global offering consists of (1) a U.S. offering of 174,000,000 shares, in the form of shares and ADSs, in the United States and Canada, (2) an international offering of 260,900,000 shares, in the form of shares and ADSs, outside the United States, Japan and Canada, and (3) a Japanese offering of 434,800,000 shares in Japan. Morgan Stanley Japan Securities Co., Ltd. and Nomura Securities Co., Ltd. have been appointed as joint global coordinators for the global offering, and Mitsubishi UFJ Securities Co., Ltd. and JPMorgan Securities Japan Co., Ltd. have been appointed as co-global coordinators. The joint global coordinators and the co-global coordinators are the global coordinators for the global offering.

 

Under the terms and subject to the conditions contained in the U.S. underwriting agreement dated December 8, 2008, the U.S. underwriters named below, for which Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and Nomura Securities International, Inc. are acting as U.S. representatives, have severally and not jointly agreed to purchase, and we have agreed to sell to them, the number of shares set forth opposite the names of the U.S. underwriters below:

 

Name of U.S. Underwriter

   Number of Shares

Morgan Stanley & Co. Incorporated

   69,600,000

J.P. Morgan Securities Inc.

   60,900,000

Nomura Securities International, Inc.

   24,360,000

Merrill Lynch, Pierce, Fenner & Smith
                Incorporated

   6,960,000

UBS Securities LLC

   5,220,000

Deutsche Bank Securities Inc.

   3,480,000

Citigroup Global Markets Inc.

   1,740,000

Credit Suisse Securities (USA) LLC

   1,740,000
    

Total

   174,000,000
    

 

Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and Nomura Securities International, Inc. are joint bookrunners of the U.S. offering. As joint bookrunners on behalf of the U.S. underwriting syndicate, Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and Nomura Securities International, Inc. will be responsible for recording a list of potential investors that have expressed an interest in purchasing the shares or ADSs as part of this offering. You may contact the representatives of the U.S. underwriters for information on how to purchase the shares or ADSs in this offering. You may contact Morgan Stanley & Co. Incorporated at 1585 Broadway, New York, NY 10036, J.P. Morgan Securities Inc. at 277 Park Avenue, New York, NY 10172 and Nomura Securities International, Inc. at 2 World Financial Center, Building B, New York, NY 10281.

 

Mitsubishi UFJ Securities (USA), Inc. will act as a selling agent in the U.S. offering.

 

The U.S. underwriters may elect to take delivery of all or a portion of the shares purchased in the form of ADSs. The U.S. underwriters are offering the ADSs and shares subject to their acceptance of the ADSs and shares from us and subject to prior sale. The U.S. underwriting agreement provides that the obligations of the several U.S. underwriters to pay for and accept delivery of the ADSs and shares offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The U.S. underwriters are obligated to take and pay for all of the ADSs and shares offered by this prospectus, if any such ADSs or shares are taken. If a U.S. underwriter defaults, the U.S. underwriting agreement provides that the underwriting commitments of the non-defaulting U.S. underwriters may be increased or the U.S. underwriting agreement may be terminated.

 

We have also entered into an international underwriting agreement with certain international underwriters. The international underwriting agreement provides for the concurrent offering and sale by us outside the United States, Japan and Canada of an aggregate of 260,900,000 shares of common stock, a portion of which may be represented by ADSs. Morgan Stanley & Co. International plc, J.P. Morgan Securities Ltd. and Nomura

 

18


Table of Contents

International plc are joint bookrunners of the international offering. Further, we have entered into a Japanese underwriting agreement with certain Japanese underwriters. The Japanese underwriting agreement provides for the concurrent offering and sale by us in Japan of an aggregate of 434,800,000 shares of common stock. Mitsubishi UFJ Securities Co., Ltd. and Nomura Securities Co., Ltd. are the representatives of the Japanese offering. The closing for the sale of shares in the U.S. offering is conditioned upon the closing of the international offering and the Japanese offering, and the closing for the sale of shares in the international offering is conditioned upon the closing of the U.S. offering and the Japanese offering. The closing for the sale of the shares in the Japanese offering, however, is not conditioned upon the closing of the U.S. offering or the international offering. If the sale of shares in the Japanese offering does not close, the sale of the shares in the other offerings will not close unless the global coordinators elect to waive the respective closing conditions.

 

We have granted the U.S. underwriters and the international underwriters options, exercisable by December 11, 2008, to purchase up to an additional 26,000,000 shares and 39,100,000 shares, respectively, of our common stock, in the form of shares or ADSs, at the public offering price set forth on the cover page of this prospectus, less underwriting discounts and commissions, solely for the purpose of covering any over-allotments made in connection with the U.S. and international offerings. If any shares or ADSs are purchased by the U.S. underwriters pursuant to their options, the U.S. underwriters will severally purchase shares or ADSs in approximately the same proportions set forth in the preceding table. In addition, in connection with the Japanese offering, we have granted Nomura Securities Co., Ltd. an option, exercisable on January 13, 2009, to purchase up to an additional 65,200,000 shares of our common stock. In connection with the Japanese offering, Nomura Securities Co., Ltd. will enter into share borrowing arrangements to cover over-allotments.

 

Intersyndicate Agreement

 

The U.S. underwriters, the international underwriters and the Japanese underwriters have entered into an intersyndicate agreement that provides for the coordination of their activities. Under the intersyndicate agreement, the U.S. underwriters, the international underwriters and the Japanese underwriters have agreed that the Japanese underwriters may sell a limited number of shares to the U.S. underwriters and the international underwriters for re-sale by the U.S. underwriters in the U.S. offering and the international underwriters in the international offering. The U.S. underwriters and the international underwriters may also transfer or sell shares between their respective syndicates. To the extent there are transfers or sales of shares between the three underwriting groups under the intersyndicate agreement, the number of shares or ADSs initially available for sale in the U.S. offering may be greater or less than the number of shares described on the cover page of this prospectus as being offered in the U.S. offering.

 

Pursuant to the intersyndicate agreement, as part of the distribution of our shares in the global offering and subject to certain exceptions, the U.S. underwriters, the international underwriters and the Japanese underwriters have agreed that (1) the U.S. underwriters will neither purchase, directly or indirectly, any shares offered in the global offering for the account of any person other than a United States or Canadian person, nor offer or sell, directly or indirectly, any shares or ADSs offered in the global offering or distribute any prospectus relating to such shares outside the United States or Canada or to any person or entity other than a United States or Canadian person, (2) the international underwriters will neither purchase, directly or indirectly, any shares offered in the global offering for the account of any United States, Canadian or Japanese person, nor offer or sell, directly or indirectly, any shares or ADSs offered in the global offering or distribute any prospectus relating to such shares in the United States, Canada or Japan or to any United States, Canadian or Japanese person, and (3) the Japanese underwriters will neither purchase, directly or indirectly, any shares offered in the global offering for the account of any person or entity other than a Japanese person, nor offer or sell, directly or indirectly, any such shares or distribute any prospectus relating to such shares outside Japan or to any person or entity other than a Japanese person.

 

19


Table of Contents

Commissions and Discounts

 

The U.S. representatives have advised us that the U.S. underwriters initially propose to offer part of the ADSs and shares directly to the public, subject to the limitations below, at the public offering prices listed on the cover page of this prospectus and part to certain dealers at prices that represent a selling concession not in excess of $0.1112 per ADS and ¥10.32 per share. After the initial offering of the ADSs and shares, the offering prices and other selling terms may from time to time be varied by the U.S. representatives.

 

The purchase price for shares offered by this prospectus and in the international and Japanese offerings, as well as the commission we must pay on each share, will be the same.

 

The following table shows the public offering price, underwriting discounts and commissions and proceeds to us for the U.S. offering, each on a per ADS and total basis and on a per share and total basis. The figures in the U.S. dollar “Total” column assume that all shares to be sold in the U.S. offering will be sold in the form of ADSs, while the figures in the Japanese yen “Total” column assume that none of the shares to be sold in the U.S. offering will be sold in the form of ADSs.

 

     Per ADS    Total    Per Share    Total

Public offering price

   $ 4.49    $ 781,260,000    ¥ 417    ¥ 72,558,000,000

Underwriting discounts and commissions

   $ 0.1852    $ 32,224,800    ¥ 17.20    ¥ 2,992,800,000

Proceeds, before expenses, to us

   $ 4.3048    $ 749,035,200    ¥ 399.80    ¥ 69,565,200,000

 

We will receive the proceeds from the U.S. underwriters in Japanese yen regardless of whether the shares are sold in the form of ADSs or shares although the U.S. underwriters may receive payment in dollars.

 

The U.S. underwriting discount consists of the difference between the amounts paid by the U.S. underwriters to purchase the ADSs and shares from us and the offering price of the ADSs and shares to the public. The U.S. underwriting discounts and commissions are 4.12% of the total gross amount of the U.S. offering.

 

We estimate that the total expenses of the U.S. offering, excluding U.S. underwriting discounts and commissions, will be approximately $2,424,540. The expenses are payable by us and consist of the following:

 

   

a U.S. Securities and Exchange Commission registration fee of $59,540;

 

   

a FINRA filing fee of $76,000;

 

   

a New York Stock Exchange listing fee of $36,000;

 

   

stamp and registration taxes of $528,000;

 

   

estimated printing expenses of $48,000;

 

   

estimated legal fees and expenses of $441,000;

 

   

estimated accounting fees and expenses of $280,000; and

 

   

estimated other expenses of $956,000.

 

No Sale of Similar Securities

 

We have agreed that, without the prior written consent of the global coordinators, we will not, and will not permit any of our consolidated subsidiaries under Japanese GAAP or any person acting on our or their behalf, to, during the period ending 180 days after the date of this prospectus:

 

   

offer, pledge, issue, announce the intention to sell, sell, contract to sell any shares or ADSs,

 

   

sell any option or contract to purchase any shares or ADSs,

 

   

purchase any option or contract to sell any shares or ADSs,

 

 

20


Table of Contents
   

grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares or ADSs or any securities convertible into or exercisable or exchangeable for shares or ADSs, or any security that constitutes the right to receive shares or ADSs, or

 

   

enter into any swap or other agreement that transfers, in whole or in part, directly or indirectly, any of the economic consequence of ownership of shares or ADSs,

 

whether any such transaction described above is to be settled by delivery of our shares or ADSs or such other securities, in cash or otherwise.

 

However, if (1) during the last 17 days of the 180-day restricted period described above, we issue an earnings release or material news or a material event relating to us occurs; or (2) prior to the expiration of the 180-day restricted period described above, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period described above, the restrictions described above will continue to apply to us until the expiration of the 18-day period beginning on our issuance of the earnings release or the occurrence of the material news or material event relating to us.

 

The restrictions described above do not apply to any of the following:

 

   

the ADSs and shares to be sold under the U.S. underwriting agreement, under the international underwriting agreement and under the Japanese underwriting agreement;

 

   

the option to purchase shares to be granted to Nomura Securities Co., Ltd. and shares to be issued or delivered upon the exercise of such option;

 

   

any of the restricted actions described above between Mitsubishi UFJ Securities Co., Ltd. and other Japanese underwriters or such other Japanese underwriters’ affiliates, in connection with the agreement among the Japanese underwriters;

 

   

any options or stock acquisition rights granted under any stock plan or stock option plan of us or our consolidated subsidiaries currently outstanding or as described in this prospectus, or any ADSs or shares issued or delivered upon the exercise of such options or stock acquisition rights;

 

   

any ADSs or shares issued or delivered upon the exercise of the right to request repurchase, conversion or exchange attached to any of our outstanding securities, or upon the application of any mandatory repurchase, conversion or exchange clause relating to any of our outstanding securities;

 

   

any ADSs or shares issued pursuant to any stock split of shares;

 

   

any shares delivered upon request of any holder of less than one unit of shares to make such holder’s holding one full unit of shares;

 

   

any ADSs or shares issued or delivered in connection with any consolidation, merger, company split, share exchange or share transfer transaction with a company that is as of the date of this prospectus our consolidated subsidiary or affiliate as accounted for by the equity method under Japanese GAAP;

 

   

any ADSs or shares to be transferred to exchange-traded funds;

 

   

the units of exchange-traded funds to which any ADSs or shares are transferred;

 

   

any ADSs or shares held as collateral or received in satisfaction of a loan of a borrower;

 

   

any ADSs or shares held in a trust account of a financial institution conducting trust business;

 

   

any ADSs or shares held, traded or sold in the ordinary course of business by a company engaged in securities, asset management or similar businesses and over which we exercise control; and

 

   

any ADSs or shares required to be sold by any of our consolidated subsidiaries under Japanese GAAP pursuant to applicable Japanese law or regulation prohibiting the holding of ADSs or shares by such consolidated subsidiary or limiting the maximum percentage of ADSs or shares that may be held by such consolidated subsidiary.

 

21


Table of Contents

Stock Exchange Listings

 

Our common stock is listed on the First Section of the Tokyo Stock Exchange, the Osaka Securities Exchange and the Nagoya Stock Exchange in Japan. ADSs representing our common stock are listed on the New York Stock Exchange under the symbol “MTU”.

 

Price Stabilization and Short Positions

 

Until the distribution of the shares and ADSs in the U.S. offering is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our shares and ADSs. However, the representatives of the U.S. underwriters and the international underwriters, or any person acting for them, on behalf of the U.S. underwriters or the international underwriters, may engage in transactions that stabilize the price of the shares and ADSs, such as bids or purchases to peg, fix or maintain that price.

 

If the U.S. underwriters or the international underwriters create a short position in the shares or ADSs in connection with the U.S. offering or the international offering, i.e., if they sell more shares or ADSs than are listed on the cover of this prospectus, the representatives of the U.S. underwriters or the international underwriters, as the case may be, may reduce that short position by bidding for or purchasing shares or ADSs in the open market. Purchases of the shares or ADSs to stabilize their prices or to reduce a short position may have the effect of raising or maintaining the market price of our shares and ADSs or preventing or retarding a decline in the market price of our shares and ADSs. As a result, the price of our shares and ADSs may be higher than the price that might otherwise exist in the open market.

 

Neither we nor any of the U.S. underwriters or the international underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the shares and ADSs. In addition, neither we nor any of the U.S. underwriters or the international underwriters makes any representation that the representatives of the U.S. underwriters or the international underwriters will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice. These transactions may be effected on the New York Stock Exchange or otherwise in the United States.

 

In addition to stabilization and short position transactions of the U.S. underwriters and the international underwriters described above in connection with the U.S. and international offerings, Nomura Securities Co., Ltd., on behalf of the Japanese underwriters, may engage in transactions in connection with the Japanese offering that maintain a stabilizing bid on the Tokyo Stock Exchange, the Osaka Securities Exchange and the Nagoya Stock Exchange, at a higher level than that which might otherwise prevail for a limited period after the date of this prospectus in accordance with applicable laws and regulations. Any such stabilization transactions in connection with the Japanese offering will be conducted by and through Nomura Securities Co., Ltd. in consultation with Mitsubishi UFJ Securities Co., Ltd., Morgan Stanley Japan Securities Co., Ltd. and JPMorgan Securities Japan Co., Ltd., and in compliance with all applicable laws. Nomura Securities Co., Ltd. may also purchase in the open market to reduce any syndicate short position created by over-allotment sales in lieu of exercising all or part of the over-allotment option in consultation with Mitsubishi UFJ Securities Co., Ltd. and in compliance with all applicable laws. Nomura Securities Co., Ltd. is not required to engage in these activities and may end any of these activities at any time. Such transactions may have the effect of raising or maintaining the market price of our shares or preventing or retarding a decline in the market price of our shares. As a result, the price of our shares may be higher than the price that might otherwise exist in the open market.

 

Stamp Taxes and Other Charges

 

Purchasers of the shares or ADSs offered by this prospectus may be required to pay stamp taxes and other charges in accordance with the laws and practices of the country of purchase in addition to the offering price on the cover of this prospectus.

 

22


Table of Contents

Subsidiary and Affiliate

 

Morgan Stanley, in which we hold an approximately 20% interest on a fully diluted basis in the form of preferred stock and which is a member of the U.S. Financial Industry Regulatory Authority, Inc., or FINRA, will participate in the U.S. offering. In addition, our subsidiary Mitsubishi UFJ Securities (USA), Inc. will act as a selling agent in the U.S. offering. Accordingly, the offering of the shares is being conducted in accordance with the applicable provisions of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. In accordance with the conduct rules, a FINRA member participating in the distribution of the shares is not permitted to confirm sales to accounts over which it exercises discretionary authority without prior specific written consent of the member’s customer.

 

Indemnification

 

We and the U.S. underwriters have agreed to indemnify each other against various liabilities, including liabilities under the U.S. Securities Act of 1933.

 

Other Relationships

 

Some of the U.S. underwriters, the international underwriters and the Japanese underwriters have in the past provided, and may in the future provide, investment banking, underwriting or other services to us and our affiliates for which they have received customary compensation.

 

On October 13, 2008, we purchased convertible preferred shares of Morgan Stanley, which would provide us with an approximately 20% interest in Morgan Stanley on a fully diluted basis as described under “Recent Developments—Strategic Global Alliance with Morgan Stanley.”

 

Mitsubishi UFJ Securities (USA), Inc. is one of our wholly owned subsidiaries.

 

Merrill Lynch Japan Securities Co., Ltd. has an interest in, and provides know-how and expertise to, Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd., a private banking and wealth management joint venture among Merrill Lynch Japan Securities Co., Ltd., us, BTMU and Mitsubishi UFJ Securities Co., Ltd.

 

23


Table of Contents

LEGAL MATTERS

 

Paul, Weiss, Rifkind, Wharton & Garrison LLP, our U.S. counsel, will pass for us upon certain matters under U.S. federal law and New York law. The address of Paul, Weiss, Rifkind, Wharton & Garrison LLP is Fukoku Seimei Building 2F, 2-2, Uchisaiwaicho 2-chome, Chiyoda-ku, Tokyo 100-0011, Japan. Nagashima Ohno & Tsunematsu, our Japanese counsel, will pass upon certain matters under Japanese laws. The address of Nagashima Ohno & Tsunematsu is Kioicho Building, 3-12 Kioicho, Chiyoda-ku, Tokyo 102-0094, Japan. Simpson Thacher & Bartlett LLP will pass upon certain matters under U.S. federal law and New York law for the U.S. underwriters. The address of Simpson Thacher & Bartlett LLP is Ark Mori Building 37F, 12-32, Akasaka 1-chome, Minato-ku, Tokyo 107-6037, Japan. Anderson Mori & Tomotsune will pass upon certain matters under Japanese laws for the U.S. underwriters. The address of Anderson Mori & Tomotsune is Izumi Garden Tower, 6-1, Roppongi 1-chome, Minato-ku, Tokyo 106-6036, Japan.

 

EXPERTS

 

The consolidated financial statements incorporated in this prospectus by reference to our annual report on Form 20-F for the fiscal year ended March 31, 2008, and the effectiveness of our internal control over financial reporting have been audited by Deloitte Touche Tohmatsu, an independent registered public accounting firm, as stated in their reports (which reports (1) express an unqualified opinion on the consolidated financial statements and include explanatory paragraphs relating to (i) the merger with UFJ Holdings, Inc., (ii) the restatement discussed in Notes 5, 7, 11, 18, 22, 25 and 26 to the consolidated financial statements, and (iii) the changes in methods of accounting for (a) conditional asset retirement obligations, (b) pension and other postretirement plans, (c) stock-based compensation, (d) uncertainty in income taxes and (e) leveraged leases, as described in Note 1 to the consolidated financial statements, and (2) express an unqualified opinion on the effectiveness of internal control over financial reporting), which are incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. Deloitte Touche Tohmatsu’s address is MS Shibaura Building, 13-23, Shibaura 4-chome, Minato-ku, Tokyo 108-8530, Japan.

 

WHERE YOU CAN OBTAIN MORE INFORMATION

 

This prospectus is part of a registration statement on Form F-3 that we filed with the SEC. The registration statement, including the attached exhibits, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit from this prospectus some of the information included in the registration statement.

 

In addition, as required by the U.S. securities laws, we file annual reports, special reports and other information with the SEC. You may read and copy any document filed with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information on the Public Reference Room. The SEC also maintains a web site that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC (http://www.sec.gov). You may also inspect the information we file with the SEC at the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

 

We are currently exempt from the rules under the U.S. Securities Exchange Act of 1934 that prescribe the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the U.S. Securities Exchange Act. We are not required under the U.S. Securities Exchange Act to publish financial statements as frequently or as promptly as are U.S. companies subject to the U.S. Securities Exchange Act. We will, however, continue to furnish our shareholders with annual reports containing audited financial statements and will publish unaudited interim results of operations as well as such other reports as may from time to time be authorized by our board of directors or as may be otherwise required.

 

24


Table of Contents

INCORPORATION OF DOCUMENTS BY REFERENCE

 

The SEC allows us to “incorporate by reference” in this prospectus some or all of the documents we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information in a document that is incorporated by reference is considered to be a part of this prospectus. We incorporate by reference the following documents or information we have filed with the SEC:

 

   

our Annual Report on Form 20-F for the fiscal year ended March 31, 2008, filed on September 19, 2008,

 

   

our current report on Form 6-K relating to the completion of our tender offer for UnionBanCal Corporation filed on September 29, 2008,

 

   

our current report on Form 6-K relating to the termination of U.S. regulatory enforcement actions filed on September 30, 2008,

 

   

our current report on Form 6-K relating to our obtainment of the financial holding company status in the United States filed on October 7, 2008,

 

   

our current report on Form 6-K relating to our investment in Morgan Stanley filed on October 14, 2008,

 

   

our current report on Form 6-K relating to the results of our tender offer for shares of ACOM Co., Ltd. filed on October 22, 2008,

 

   

our current report on Form 6-K relating to the issuance of preferred shares through a third-party allotment in Japan filed on October 27, 2008,

 

   

our current report on Form 6-K relating to the completion of our acquisition of the outstanding shares of UNBC filed on November 5, 2008,

 

   

our current report on Form 6-K relating to the determination of the third-party allottees of preferred shares in Japan filed on November 14, 2008,

 

   

our current report on Form 6-K relating to the issuance of new shares, sale of treasury shares and secondary offering of shares, and withdrawal of the shelf registration statement for future equity issuances filed in Japan filed on November 18, 2008,

 

   

our current report on Form 6-K relating to the change of date concerning the planned business integration between The Bank of Ikeda, Ltd. and The Senshu Bank, Ltd. filed on November 25, 2008,

 

   

our current report on Form 6-K relating to the determination of a provisional breakdown of the number of shares to be offered and the number of treasury shares to be sold in connection with the issuance of new shares and sale of treasury shares filed on November 25, 2008,

 

   

our current report on Form 6-K relating to the planned investment in BTMU filed on December 1, 2008, and

 

   

our current report on Form 6-K relating to the determination of the offer price and other matters pertaining to the offering filed on December 8, 2008.

 

In addition, all documents that we file with the SEC in the future pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, any future reports on Form 6-K that indicate they are incorporated into this registration statement and any future annual reports on Form 20-F after the date of this prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference in this prospectus.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed to be modified or superseded for the purposes of this prospectus to the extent that a statement contained in this prospectus or in any subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set

 

25


Table of Contents

forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

 

We will provide you without charge upon written or oral request a copy of any of the documents that are incorporated by reference in this prospectus. If you would like us to provide you with any of these documents, please contact us at the following address or telephone number: 7-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-8330, Japan, Attention: Public Relations Office, telephone: 81-3-3240-8111.

 

Except as described above, no other information is incorporated by reference in this prospectus (including, without limitation, information on our website).

 

26


Table of Contents

LIMITATIONS ON ENFORCEMENT OF U.S. LAWS

 

MUFG is a joint stock company incorporated in Japan. All of our directors and executive officers, and certain experts named in this prospectus, are residents of countries other than the United States. As a result, you should note that it may be difficult or impossible to serve legal process on us or our directors and executive officers, or to force us or them to appear in a U.S. court. Our legal counsel in Japan, Nagashima Ohno & Tsunematsu, has advised us that there is doubt as to the enforceability in Japan, in original actions or in actions to enforce judgments of U.S. courts, of civil liabilities based solely on U.S. securities laws. A Japanese court may refuse to allow an original action based on U.S. securities laws.

 

Our legal counsel has further advised that the United States and Japan do not currently have a treaty providing for reciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters. Therefore, if you obtain a civil judgment by a U.S. court, you will not necessarily be able to enforce it in Japan.

 

The agent for service of process for MUFG is Mitsubishi UFJ Financial Group, Inc., Corporate Governance Division for the United States, 1251 Avenue of the Americas, New York, New York 10020-1104, Attention: Robert E. Hand, Esq., General Counsel.

 

27


Table of Contents

ANNEX A

 

UNAUDITED REVERSE RECONCILIATION OF

SELECTED FINANCIAL INFORMATION

 

We have included in Annex B to this prospectus a discussion of certain financial information prepared in accordance with Japanese GAAP. The basis of the consolidated audited financial information incorporated by reference in this prospectus, which is presented under U.S. GAAP, is significantly different from Japanese GAAP in certain respects. We present below a reverse reconciliation from U.S. GAAP to Japanese GAAP of shareholders’ equity as of March 31, 2008 and net income for the fiscal year ended March 31, 2008.

 

     As of
March 31, 2008
 
     (in millions)  

Shareholders’ equity in accordance with U.S. GAAP

   ¥ 8,490,115  

Differences arising from different accounting for:

  

1.      Investment securities

     56,808  

2.      Loans

     (14,081 )

3.      Allowance for credit losses

     372,775  

4.      Fixed assets

     519,790  

5.      Pension liability

     (220,922 )

6.      Non-interest-earning deposits made under government-led restructuring program

     24,966  

7.      Derivative financial instruments and hedging activities

     177,575  

8.      Compensated absences

     33,648  

9.      Deposits

     2,186  

10.    Long-term debt

     40,875  

11.    Consolidation

     985,015  

12.    Goodwill

     (737,897 )

13.    Intangible assets

     (629,792 )

        Other

     103,542  

Deferred income tax effects of the above adjustments, when applicable

     (268,711 )

Minority interest

     663,816  
        

Net assets in accordance with Japanese GAAP

   ¥ 9,599,708  
        

 

     For the fiscal year
ended
March 31, 2008
 
     (in millions)  

Net loss in accordance with U.S. GAAP

   ¥ (542,436 )

Differences arising from different accounting for:

  

1.      Investment securities

     25,854  

2.      Loans

     6,591  

3.      Allowance for credit losses

     (2,748 )

4.      Fixed assets

     49,180  

5.      Pension liability

     1,319  

6.      Non-interest-earning deposits made under government-led restructuring program

     (6,802 )

7.      Derivative financial instruments and hedging activities

     (254,778 )

8.      Compensated absences

     3,024  

9.      Deposits

     2,883  

10.    Long-term debt

     (29,945 )

11.    Consolidation

     145,563  

12.    Goodwill

     883,935  

13.    Intangible assets

     157,155  

14.    Foreign currency translation

     (18,478 )

        Other

     8,333  

Deferred income tax effects of the above adjustments, when applicable

     251,608  

Minority interest

     (43,634 )
        

Net income in accordance with Japanese GAAP

   ¥ 636,624  
        

 

A-1


Table of Contents

Explanation of Differences between U.S. GAAP and Japanese GAAP

 

Major factors which explain the differences shown in the above table are as follows:

 

1. Investment securities

 

The cost basis of certain securities is different under Japanese GAAP and U.S. GAAP due primarily to the following:

 

   

On October 1, 2005, Mitsubishi Tokyo Financial Group, Inc. (“MTFG”) merged with UFJ Holdings, Inc. (“UFJ Holdings”), with MTFG being the surviving entity, and was renamed “Mitsubishi UFJ Financial Group, Inc.” Under U.S. GAAP, in accordance with Statements of Financial Accounting Standards, or SFAS, No. 141, “Business Combinations” (“SFAS No. 141”), the assets and liabilities of companies acquired in purchase transactions are recorded at fair value at the date of acquisition. Therefore, the new cost basis of investment securities, including available-for-sale and other investment securities, of UFJ Holdings was established and they were recognized at fair value as of October 1, 2005. Under Japanese GAAP, the new cost basis was not established for certain investment securities and they were carried over at their historical cost basis.

 

   

Certain wash sales accounted for as sales under Japanese GAAP did not meet sale accounting criteria under U.S. GAAP. Although such wash sales often resulted in gains under Japanese GAAP, those gains were not recorded under U.S. GAAP and as a result, the cost basis of such investments tended to be lower under U.S. GAAP.

 

   

U.S. GAAP requires declines in the fair value of securities below their cost basis that are deemed to be other-than-temporary to be recorded in earnings as impairment losses. In determining whether a decline in fair value is other-than-temporary, in addition to the ability and positive intent to hold the investments for a period sufficient to allow for any anticipated recovery in fair value, factors such as the extent of decline in fair value below cost and the length of time that the decline has continued are considered. If a decline in fair value exceeds 20% or a decline in fair value has continued for six months or more, such decline is generally deemed as other-than-temporary. The financial condition and near-term prospects of issuers are also considered, primarily based on the credit standing of the issuers as determined by the credit rating system. These are more strict criteria than Japanese GAAP, although recognition of impairment losses of investment securities is also required under Japanese GAAP when a decline in the market value below the cost is substantial, based on the extent of decline in market value and the credit standing of the issuers.

 

   

Exchanges of investments as part of business combinations have been accounted for at cost under Japanese GAAP, while U.S. GAAP requires accounting for the transactions at fair value when investments in acquired companies are exchanged for surviving companies in accordance with Emergency Issues Task Force, or EITF, 91-5, “Nonmonetary Exchange of Cost-Method Investments.”

 

In addition, changes in the fair value of available-for-sale debt securities denominated in foreign currency due to changes in foreign exchange rates are recognized as profits or losses under Japanese GAAP, while they are included in other changes in equity from nonowner sources under U.S. GAAP in accordance with EITF 96-15, “Accounting for the Effects of Changes in Foreign Currency Exchange Rates on Foreign-Currency-Denominated Available-for-Sale Debt Securities.”

 

2. Loans

 

Under U.S. GAAP, in accordance with SFAS No. 141, the new cost basis of loans of UFJ Holdings was established and they were recognized at fair value as of October 1, 2005. Under Japanese GAAP, the new cost basis was not established and they were recorded at their historical cost basis.

 

In addition, under U.S. GAAP, loan origination fees, net of certain direct origination costs, are deferred and recognized over the contractual life of the loans, while under Japanese GAAP, they are primarily expensed at the time of origination.

 

A-2


Table of Contents

Further, certain transfers of loans accounted for as sales under Japanese GAAP were not accounted for as sales under U.S. GAAP in accordance with SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, a replacement of FASB Statement No. 125,” which requires more strict criteria for a transfer of loans to qualify as a sale.

 

3. Allowance for credit losses

 

Under U.S. GAAP, the credit loss allowance for impaired loans is calculated primarily based on the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent, in accordance with SFAS No. 114, “Accounting by Creditors for Impairment of a Loan.” Under Japanese GAAP, an allowance is provided for certain types of impaired loans based on historical loss experience for borrowers with equivalent credit quality on a group basis. This difference between U.S. GAAP and Japanese GAAP generally results in a larger amount of allowance for credit losses under U.S. GAAP.

 

In addition, under U.S. GAAP, any subsequent increases in the expected cash flows from purchased impaired loans from UFJ Holdings were not accounted for as reversals of the allowance for credit losses but rather as adjustments to accretable yields under AICPA Statement of Position (SOP) 03-3, “Accounting for Certain Loans or Debt Securities Acquired in a Transfer.” Under Japanese GAAP, reversals of the allowance for credit losses on such loans are credited directly to income.

 

4. Fixed assets

 

The differences between Japanese GAAP and U.S. GAAP principally consist of (1) Premises and equipment, (2) Real estate sale and lease back, and (3) Land revaluation.

 

(1) Premises and equipment

 

Under U.S. GAAP, in accordance with SFAS No. 141, the new cost basis of premises and equipment of UFJ Holdings was established and they were recognized at fair value as of October 1, 2005. As part of the new cost basis, depreciation of premises and equipment were adjusted over the remaining useful lives. Under Japanese GAAP, the new cost basis was not established for certain items and they were recorded at their historical cost basis.

 

In addition, under U.S. GAAP, the cost of a nonmonetary asset acquired in exchange for another nonmonetary asset is booked at the fair value of the asset surrendered or that of the asset received, and a gain or loss is recognized on the exchange, unless the exchange is not essentially the culmination of an earning process in accordance with All Points Bulletin, or APB, No. 29, “Accounting for Nonmonetary Transactions.” Under Japanese GAAP, the cost of the asset surrendered is assigned to the newly acquired asset in certain types of exchange transactions, resulting in no gain or loss on the nonmonetary exchange.

 

Further, under U.S. GAAP, in accordance with SFAS No. 143, “Accounting for Asset Retirement Obligations,” the present value of expected retirement obligations associated with the restoration of certain leased fixed assets to their original condition and the associated increase in asset retirement costs are recorded as a liability and leasehold improvements respectively in the period in which the obligation is incurred and a reasonable estimate can be made. Under Japanese GAAP, diverse accounting practices have developed for obligations associated with the retirement of tangible long-lived assets. MUFG accounts for such obligations at the time management makes a decision to dismantle or dispose of an asset.

 

(2) Real estate sale and leaseback

 

In March 1999, The Bank of Tokyo-Mitsubishi, Ltd. (“Bank of Tokyo-Mitsubishi”) transferred a 50% undivided interest in its head office land and building and in its main office land and buildings to a third-party

 

A-3


Table of Contents

real estate company and, at the same time, entered into an agreement to lease back a portion of the transferred buildings from the buyer over a period of seven years. In August 2005, Bank of Tokyo-Mitsubishi bought back the 50% undivided interest in these office buildings and land. Also, BTMU entered into sales agreements to sell its buildings and land and, under separate agreements, leased those properties back for their business operations, including bank branches.

 

BTMU either provided nonrecourse financings to the buyers for the sales proceeds or held the equities of the buyers. This series of transactions has been accounted for as a sale and an operating lease under Japanese GAAP, while it has been accounted for as financing arrangements under U.S. GAAP in accordance with EITF D-24, “Sale-Leaseback Transactions with Continuing Involvement” and/or SFAS No. 98, “Accounting for Leases: Sale-Leaseback Transactions Involving Real Estate, Sales-Type Leases of Real Estate, Definition of the Lease Term, and Initial Direct Costs of Direct Financing Leases,” with sales proceeds recognized as a financing obligation since BTMU was considered to have continuing involvement with the properties. The properties were reported on the consolidated balance sheet and depreciated.

 

(3) Land revaluation

 

Under Japanese GAAP, land used for business operations of domestic subsidiaries was revalued as of March 31, 1998 for Bank of Tokyo-Mitsubishi, as of March 31, 2002 for The Mitsubishi Trust and Banking Corporation and as of December 31, 2001 for other domestic subsidiaries of MTFG with the corresponding impact recorded directly in equity as well as related deferred tax assets/liabilities, pursuant to the Law concerning Revaluation of Land. U.S. GAAP does not allow revaluation of operating assets and requires land to be recorded at cost. Accordingly, land held on the revaluation dates are recorded at different values.

 

5. Pension liability

 

Under U.S. GAAP , in accordance with SFAS 158, the funded status of defined benefit plans are recognized as assets or liabilities in a consolidated balance sheet and changes in the funded status are recognized through comprehensive income.

 

Further, net periodic costs, including amortization of unrecognized net obligation at transition and amortization of net actuarial gain or loss, are accounted for differently mainly due to the differences in the adoption dates of the applicable accounting standards and amortization periods.

 

6. Non-interest-earning deposits made under government-led restructuring program

 

MUFG made non-interest-earning deposits with funds which were established under a government-led restructuring program for the loans of seven failed housing loan companies in the fiscal year ended March 31, 1997. Under U.S. GAAP, these deposits were discounted to present value at the time of deposit, and subsequently have been accreted with the recognition of the corresponding interest income during the period through the expected maturity date. Under Japanese GAAP, these deposits were booked at amounts of funding without discounting.

 

7. Derivative financial instruments and hedging activities

 

MUFG utilizes derivatives to manage its exposures to fluctuations in market factors such as interest rates and foreign exchange rates arising from mismatches in the risk profiles of assets and liabilities. Under U.S. GAAP, most derivatives used by MUFG are accounted for as trading assets or liabilities because they do not qualify for hedge accounting under the criteria prescribed in SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” Japanese GAAP permits hedge accounting for certain derivative hedging activities, including portfolio hedges, using less restrictive hedging criteria.

 

A-4


Table of Contents

In addition, bifurcation requirements are different between U.S. GAAP and Japanese GAAP. Certain embedded derivatives deemed as “clearly and closely related” to the host contracts under U.S. GAAP are bifurcated from their host contracts under Japanese GAAP when such embedded derivatives are processed separately from the host contracts for internal management purposes.

 

Further, under U.S. GAAP, net unrealized gains at the inception of derivatives are deferred when the fair values of such derivatives are not based on quoted market prices or assumptions observable in markets in accordance with EITF 02-3, “Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities.” Accordingly, under U.S. GAAP, gains and losses from such contracts are recognized at a later date as compared with Japanese GAAP.

 

8. Compensated absences

 

Under U.S. GAAP, in accordance with SFAS No. 43, “Accounting for Compensated Absences,” an employer is required to accrue a liability for employees’ rights to receive compensation for future absences such as unused vacations and holidays when certain conditions are met (for example, unexpired vacation benefits that employees have earned but have not yet taken). Under Japanese GAAP, employers are not required to recognize liabilities for such short-term employee benefits.

 

9. Deposits

 

Under U.S. GAAP, in accordance with SFAS No. 141, the new cost basis of deposits of UFJ Holdings was established and they were recognized at fair value as of October 1, 2005. Under Japanese GAAP, the new cost basis was not established and they were recorded at their historical cost basis.

 

10. Long-term debt

 

Under U.S. GAAP, in accordance with SFAS No. 141, the new cost basis of long-term debt of UFJ Holdings was established and it was recognized at fair value as of October 1, 2005. As part of the new cost basis, amortization of premiums and discounts of the long-term debt are adjusted over the remaining contractual maturity. Under Japanese GAAP, the new cost basis was not established and the long-term debt recorded at its historical cost basis.

 

11. Consolidation

 

The scope of consolidation is different under U.S. GAAP and Japanese GAAP primarily because, under U.S. GAAP, the primary beneficiary must consolidate variable interest entities based on variable interests in accordance with FASB Interpretation, or FIN, No. 46(R), “Consolidation of Variable Interest Entities—an interpretation of ARB No. 51,” which resulted in additional consolidation of certain variable interest entities. Japanese GAAP does not have a concept of variable interest entities.

 

On the other hand, certain variable interest entities including funding vehicles, which are consolidated under Japanese GAAP due to the majority ownership of the voting rights, are not consolidated under U.S. GAAP because MUFG and its consolidated subsidiaries are not their primary beneficiaries.

 

A-5


Table of Contents

The breakdown of the impact of the difference on shareholders’ equity is as follows.

 

     Consolidation
under
U.S. GAAP
    Deconsolidation
under
U.S. GAAP
    Total  
     (in millions)  

Investment securities

   ¥ 997,904       ¥(55,690 )   ¥ 942,214  

Loans

     (3,155,989 )     (28,749 )     (3,184,738 )

Trading account assets

     146,479       —         146,479  

Short-term borrowings

     2,255,131       —         2,255,131  

Long-term debt

     (220,202 )     1,202,487       982,285  

Others

     (164,488 )     8,132       (156,356 )
                        

Total

   ¥ (141,165 )   ¥ 1,126,180     ¥ 985,015  
                        

 

The breakdown of the impact of the difference on net income is as follows.

 

     Consolidation
under
U.S. GAAP
    Deconsolidation
under
U.S. GAAP
    Total  
     (in millions)  

Investment securities

   ¥ 10,971     ¥ (1,574 )   ¥ 9,397  

Loans

     (20,330 )     (10,861 )     (31,191 )

Trading account assets

     81,795       —         81,795  

Short-term borrowings

     1,123       (63,126 )     (62,003 )

Long-term debt

     60,069       121,535       181,604  

Others

     (37,494 )     3,455       (34,039 )
                        

Total

   ¥ 96,134     ¥ 49,429     ¥  145,563  
                        

 

12. Goodwill

 

Under U.S. GAAP, in accordance with SFAS No. 141, the share of net assets of companies acquired in purchase transactions are recorded at fair value at the date of acquisition. The share of historical cost basis of individual assets and liabilities is adjusted to reflect their fair value. Goodwill is the difference between the purchase price consideration and the share of fair value of the net assets acquired, including any identified intangible assets. Under SFAS No. 142, “Goodwill and Other Intangible Assets,” goodwill is not amortized, but is subject to an annual impairment test at the reporting unit level, and also reviewed more frequently if events or changes in circumstance indicate that the goodwill might be impaired. Under Japanese GAAP, the acquisition of UFJ Holdings has been accounted for by a method similar to pooling-of-interests, and consequently goodwill has not been recognized.

 

13. Intangible assets

 

Under U.S. GAAP, in accordance with SFAS No. 141, all identifiable intangible assets acquired in purchase transactions are recorded at fair value at the date of acquisition. Intangible assets with definite useful lives are amortized over their estimated useful life and reviewed for impairment whenever events or changes in circumstance indicate that their carrying amount may not be recoverable. Intangible assets with indefinite useful lives are tested for impairment at least annually, and also reviewed more frequently if events or changes in circumstance indicate that the assets might be impaired. Under Japanese GAAP, intangible assets have not been recognized in connection with the acquisition of UFJ Holdings.

 

14. Foreign currency translation

 

Under U.S. GAAP, foreign currency denominated income and expenses are translated into Japanese yen using average rates of exchange for the fiscal period. Under Japanese GAAP, they are translated at the fiscal year-end foreign exchange rates.

 

A-6


Table of Contents

Minority Interest

 

Under U.S. GAAP, the minority interest is included in other liabilities. Under Japanese GAAP, the minority interest is presented as a separate line item of net assets due to changes in relative accounting standards (in relation to the changes, “shareholders equity” was renamed as “net assets”)

 

The reconciliations of minority interest in shareholders’ equity and net income also include the effects of consolidation and deconsolidation of certain variable interest entities under U.S. GAAP as described in “11. Consolidation” above.

 

A-7


Table of Contents

ANNEX B

EXCERPT FROM PRESS RELEASE OF MUFG, DATED NOVEMBER 18, 2008, ANNOUNCING ITS JAPANESE GAAP RESULTS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2008

On November 18, 2008, we published our unaudited interim Japanese GAAP financial results for the six months ended September 30, 2008. Accordingly, we set forth in this Annex B a discussion of certain financial information prepared in accordance with Japanese GAAP. Japanese GAAP, however, is significantly different in certain respects from accounting principles generally accepted in other countries, including U.S. GAAP. The differences between Japanese GAAP and U.S. GAAP could result in amounts for certain financial statement line items under U.S. GAAP to differ significantly from the amounts under Japanese GAAP. See “Annex A: Unaudited Reverse Reconciliation of Selected Financial Information.”

*            *            *

(Amounts of less than one million yen are rounded down.)

1. Consolidated Financial Data for the Six Months ended September 30, 2008

(1) Results of Operations

 

     (% represents the change from the same period in the previous fiscal year)  
         Ordinary Income             Ordinary Profits             Net Income      
         million yen            %             million yen            %             million yen            %      

Six months ended

               

September 30, 2008

   2,925,113    (10.0 )   188,117    (62.2 )   92,023    (64.2 )

September 30, 2007

   3,250,225    14.4     497,539    (25.0 )   256,721    (49.4 )

 

     Net Income
per Common Share
   Diluted Net Income
per Common Share
     yen    yen

Six months ended

     

September 30, 2008

   8.46    8.42

September 30, 2007

   24.76    24.62

(2) Financial Conditions

 

    Total Assets   Total Net Assets   Net Assets
Attributable to
MUFG Shareholders
to Total Assets(*1)
  Total Net Assets
per Common Share
  Risk-adjusted
Capital Ratio(*2)
    million yen   million yen   %   Yen   %

As of

         

September 30, 2008

  194,024,280   9,042,604   3.8   663.09   10.55

March 31, 2008

  192,993,179   9,599,708   4.1   727.99   11.19

(Reference) Shareholders’ equity as of September 30, 2008: 7,311,833 million yen;     March 31, 2008: 7,880,829 million yen

 

 

(*1) “Net Assets Attributable to MUFG Shareholders to Total Assets” is computed under the formula shown below:

(Total net assets – Subscription rights to shares – Minority interests) / Total assets

 

(*2) “Risk-adjusted Capital Ratio” is computed in accordance with the “Standards for Consolidated Capital Adequacy Ratio of Bank Holding Company under Article 52-25 of the Banking Law” (the Notification of the Financial Services Agency No. 20, 2006).

Risk-adjusted capital ratio as of September 30, 2008 shown above is a preliminary figure.

 

B-1


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

2. Dividends on Common Stock

 

    Dividends per Share
    1st quarter-end   2nd quarter-end   3rd quarter-end   Fiscal year-end   Annual
    yen   yen   yen   yen   yen

Fiscal year

         

ended Mar. 31, 2008

  —     7.00   —     7.00   14.00

ending Mar. 31, 2009

  —     7.00      

 

(*1) Please refer to “Dividends on Preferred Stocks” on page B-5 for information with regard to the dividends on stocks other than common stock.
(*2) Dividend payment date: December 10, 2008

3. Other

 

(1) Changes in significant subsidiaries (changes in “Specified Subsidiaries” (Tokutei Kogaisha) accompanying changes in scope of consolidation) during the period:

Newly consolidated: 1 company (MUFG Capital Finance 7 Limited )

 

  (*) Please refer to 3. Others of “Qualitative Information and Financial Statements” on page B-8.

 

(2) Changes in accounting policies, procedures and presentation rules applied in the preparation of the consolidated financial statements:

 

  (A) There were changes due to revision of accounting standards.

 

  (B) There were changes due to other reasons.

 

  (*) Please refer to 3. Others of “Qualitative Information and Financial Statements” on page B-8.

 

(3) Number of common shares outstanding at the end of the period

 

(A)   Total shares outstanding including treasury shares:

   
  Sep. 30, 2008   10,933,679,680   shares   Mar. 31, 2008   10,861,643,790   shares

(B)   Treasury shares:

           
  Sep. 30, 2008   306,433,470   shares   Mar. 31, 2008   504,262,228   shares

(C)   Average outstanding shares:

   
    Six months ended September 30, 2008   10,437,400,501   shares
    Six months ended September 30, 2007   10,208,340,506   shares

 

B-2


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

(Reference) Non-consolidated financial data for the fiscal year ended September 30, 2008

 

1. Non-consolidated Financial Data for the Six Months Ended September 30, 2008

 

(1) Results of Operations

 

     (% represents the change from the previous fiscal year)  
     Operating Income    Operating Profits    Ordinary Profits    Net Income  
     million yen    %    million yen    %    million yen    %    million yen    %  

Six months ended

                       

September 30, 2008

   247,861    25.7    239,882    25.7    231,407    26.5    291,103    176.1  

September 30, 2007

   197,203    20.5    190,769    20.0    182,975    24.8    105,452    (28.2 )

 

     Net Income
per Common Share
     yen

Six months ended

  

September 30, 2008

   27.39

September 30, 2007

   10.00

 

(2) Financial Conditions

 

     Total Assets    Total Net Assets    Net Assets Ratio    Total Net Assets
per Common Share
     million yen    million yen    %    yen

As of

           

September 30, 2008

   8,050,502    6,994,971    86.8    632.68

March 31, 2008

   7,820,998    6,757,021    86.4    619.11

Shareholders’ equity as of Sep. 30, 2008: 6,991,409 million yen     Mar. 31, 2008: 6,754,613 million yen

 

B-3


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

*Notes

 

 

1. MUFG falls under the category of “Specified Business Corporation” (Tokutei Jigyo Gaisya) under Article 17-15-2 of the Cabinet Office Ordinance Concerning Disclosure of Public Companies and accordingly, prepares its interim consolidated financial statements and interim non-consolidated financial statements for the six months ended September 30, 2008.

 

2. This financial summary report and the accompanying financial highlights contain forward-looking statements regarding estimations, forecasts, targets and plans in relation to the results of operations, financial conditions and other overall management of the company and/or the group as a whole (the “forward-looking statements”). The forward-looking statements are made based upon, among other things, the company’s current estimations, perceptions and evaluations. In addition, in order for the company to adopt such estimations, forecasts, targets and plans regarding future events, certain assumptions have been made. Accordingly, due to various risks and uncertainties, the statements and assumptions are inherently not guarantees of future performance, may be considered differently from alternative perspectives and may result in material differences from the actual result. For the main factors that may effect the current forecasts, please see Consolidated Summary Report, Annual Securities Report, Disclosure Book, Annual Report, and other current disclosures that the company has announced.

 

3. The financial information included in this financial summary report is prepared and presented in accordance with accounting principles generally accepted in Japan (“Japanese GAAP”). Differences exist between Japanese GAAP and the accounting principles generally accepted in the United States (“U.S. GAAP”) in certain material respects. Such differences have resulted in the past, and are expected to continue to result for this period and future periods, in amounts for certain financial statement line items under U.S. GAAP to differ significantly from the amounts under Japanese GAAP. For example, differences in consolidation basis or accounting for business combinations, including but not limited to amortization and impairment of goodwill, could result in significant differences in our reported financial results between Japanese GAAP and U.S. GAAP. Readers should consult their own professional advisors for an understanding of the differences between Japanese GAAP and U.S. GAAP and how those differences might affect our reported financial results. We will publish our U.S. GAAP financial results in a separate disclosure document when such information becomes available.

 

B-4


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

(Dividends on preferred stocks)

Dividends per share relating to preferred stocks are as follows:

 

    Dividends per Share
    1st quarter-end   2nd quarter-end   3rd quarter-end   Fiscal year-end   Annual
    yen   yen   yen   yen   yen

Preferred Stock First Series of Class 3

         

Fiscal year ended Mar. 31, 2008

    30.00     30.00   60.00

Fiscal year ending Mar. 31, 2009

    30.00   ——   ——    
    Dividends per Share
    1st quarter-end   2nd quarter-end   3rd quarter-end   Fiscal year-end   Annual
    yen   yen   yen   yen   yen

Preferred Stock Class 8

         

Fiscal year ended Mar. 31, 2008

    7.95     7.95   15.90

Fiscal year ending Mar. 31, 2009

    ——     ——   ——    

(Note) MUFG repurchased Preferred Stock Class 8 in August 2008 and cancelled in September.

 

    Dividends per Share
    1st quarter-end   2nd quarter-end   3rd quarter-end   Fiscal year-end   Annual
    yen   yen   yen   yen   yen

Preferred Stock Class 11

         

Fiscal year ended Mar. 31, 2008

    2.65     2.65   5.30

Fiscal year ending Mar. 31, 2009

    2.65   ——   ——    
    Dividends per Share
    1st quarter-end   2nd quarter-end   3rd quarter-end   Fiscal year-end   Annual
    yen   yen   yen   yen   yen

Preferred Stock Class 12

         

Fiscal year ended Mar. 31, 2008

    5.75     5.75   11.50

Fiscal year ending Mar. 31, 2009

    5.75   ——   ——    

Pursuant to the resolution of the board of directors on October 27, 2008, MUFG issued Preferred Stock First Series of Class 5 on November 17, 2008.

 

B-5


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

Qualitative Information and Financial Statements

1. Qualitative information related to the results of operations

With respect to the economic and financial environment for the April-September period of fiscal 2008, the economic slowdown in the United States and Europe became evident, as the intensified financial crisis in the United States triggered by the subprime problem spilled over to Europe. The Asian and emerging economies followed a slowing trend, despite some signs of firmness. Meanwhile, concerns on a global inflation persisted due to rising prices of energy and raw materials. In Japan, the economy was underpinned by its exports to emerging countries, but corporate performance remained sluggish, reflecting the economic slowdown in the United States and Europe and rising prices of fuels and raw materials. Private consumption also remained stagnant due to inflation and a weakness in wages. Consumer prices increased their rate of growth due to rising prices of crude oil and food.

In the financial environment, the U.S. federal funds target rate was lowered to 2 percent in response to the subprime problem, and in the Euro zone, the European Central Bank kept its key interest rate unchanged after raising it to 4.25 percent in summer in order to curb inflation. The Bank of Japan left the uncollateralized overnight call rate target intact at 0.5 percent, but upward pressure on Japan’s short-term interest rates persisted on the back of the financial market turmoil in the United States and Europe. Long-term interest rates temporarily surged toward the middle of June in reaction to the rapid rise in interest rates in the United States and Europe, but followed a downward trend due to the accelerating “flight to quality” stemming from the intensified financial crisis in the United States thereafter. In the foreign exchange market, the yen fluctuated in the 100 yen range against the dollar, amid growing concerns over an economic slowdown in the United States and Japan.

Under such business environment, consolidated gross profits for the six months ended September 30, 2008 decreased by 100.3 billion yen from the previous interim period to 1,696.5 billion yen. This was mainly due to a decrease of a fees from derivative transactions and net fees and commissions such as investment trust related businesses, insurance businesses, securities businesses and real estate businesses, even though net interest income remain unchanged. Net business profits before credit costs for trust accounts and provision for general allowance for credit losses for the six months ended September 30, 2008 decreased by 111.6 billion yen from the previous interim period to 623.8 billion yen, because general and administrative expenses increased by 11.2 billion yen due to an increase of expenses relating to systems integration.

In addition, consolidated net income for the six months ended September 30, 2008 was 92.0 billion yen, a decrease of 164.6 billion yen compared with the previous interim period. Because total credit costs increased by 67.4 billion yen compared with the previous interim period due to credit rating changes which reflected a domestic and overseas economic slowdown and deterioration of corporate performance, and net gains (losses) on equity securities decrease by 129.7 billion yen compared with the previous interim period due to an occurrence of losses on write-down of equity securities by 145.2 billion yen.

 

B-6


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

     (in billions of Japanese yen)  
     For the six months
Ended
September 30, 2008
    For the six months
Ended
September 30, 2007
    Increase
(Decrease)
 

Gross Profits before credit costs for trust accounts

   1,696.5     1,796.8     (100.3 )

General and administrative expenses

   1,072.7     1,061.4     11.2  
                  

Net business profits
before credit costs for trust accounts and provision for general allowance for credit losses

   623.8     735.4     (111.6 )
                  

Credit costs

   (334.9 )   (267.4 )   (67.4 )

Net gains (losses) on equity securities

   (75.2 )   54.4     (129.7 )

Other non-recurring gains (losses)

   (25.4 )   (24.8 )   (0.6 )
                  

Ordinary profits

   188.1     497.5     (309.4 )
                  

Net income

   92.0     256.7     (164.6 )
                  

2. Qualitative information related to the financial conditions

Total assets as of September 30, 2008 increased by 1,031.1 billion yen from March 31, 2008 to 194,024.2 billion yen, and total net assets as of September 30, 2008 decreased by 557.1 billion yen from March 31, 2008 to 9,042.6 billion yen. The decrease in total net assets reflected a decrease of total valuation and translation adjustments by 766.6 billion yen, which are mainly due to a decrease of net unrealized gains (losses) on other securities reflecting a deterioration of stock prices in domestic stock markets, even though total shareholder’s equity increased by 197.6 billion yen due to a decrease of treasury stock with a share exchange of our stock and a Mitsubishi UFJ NICOS Co., Ltd.’s stock .

With regards to major items of assets, securities as of September 30, 2008 decreased by 2,180.3 billion yen from March 31, 2008 to 38,671.3 billion yen, and loans and bills discounted as of September 30, 2008 increased by 1,906.3 billion yen from March 31, 2008 to 90,445.1 billion yen. With regards to major items of liabilities, deposits as of September 30, 2008 decreased by 1,508.9 billion yen from March 31, 2008 to 119,798.3 billion yen.

MUFG’s consolidated risk-adjusted capital ratio based on the Basel 2 Standards as of September 30, 2008 was 10.55 % (Preliminary basis), a decrease of 0.64 percentage points from March 31, 2008.

 

B-7


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

3. Others

 

(1) Changes in significant subsidiaries (changes in “Specified Subsidiaries” (Tokutei Kogaisha) accompanying changes in scope of consolidation) during the period:

The following Specified Subsidiary was newly consolidated during the period.

 

Name

   Location    Stated Capital    Primary
Business
   Ownership  

MUFG Capital Finance 7 Limited

   Grand Cayman,

Cayman Islands

   222,000 million yen    Finance    100 %

This Specified Subsidiary is an overseas special purpose company established for issuance of non-dilutive preferred securities.

 

(2) Changes in accounting policies, procedures and presentation rules applied in the preparation of the interim consolidated financial statements

 

   The Practical Solution on Unification of Accounting Policies Applied to Foreign Subsidiaries for Consolidated Financial Statements

The “Practical Solution on Unification of Accounting Policies Applied to Foreign Subsidiaries for Consolidated Financial Statements” (ASBJ PITF No.18, May 17, 2006) is applicable to fiscal years beginning on or after April 1, 2008, and MUFG has adopted this practical solution starting in this fiscal period. The adoption of the practical solution resulted in a 7,218 million yen increase in each of ordinary profits and income before income taxes and others for the six months ended September 30, 2008.

(Additional information)

Net actuarial loss (gain) not recognized as net periodic cost of retirement benefits, which is recorded on the financial statements of foreign subsidiaries under US GAAP in accordance with “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (FASB Statement No.158) and which was previously deducted from net assets and allocated to “Other assets” or “Reserve for retirement benefits” in the consolidation process, is recorded separately, net of related tax effects and minority interests portion, as “Pension liability adjustments of subsidiaries preparing financial statements under US GAAP”, under valuation and translation adjustments in net assets. This change resulted in a 21,136 million yen decrease in “Other assets”, a 9,620 million yen increase in “Reserve for retirement benefits”, a 11,814 million yen decrease in “Deferred tax assets” and a 6,573 million yen decrease in “Minority interests”.

 

B-8


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

  The “Accounting Standard for Lease Transactions”

Finance leases other than those that were deemed to transfer the ownership of leased property to the lessees have previously been accounted for in a similar manner to operating leases. However, the “Accounting Standard for Lease Transactions” (ASBJ Statement No.13, March 30, 2007) and the “Implementation Guidance on the Accounting Standard for Lease Transactions” (ASBJ Guidance No.16, March 30, 2007) became applicable to fiscal years beginning on or after April 1, 2008, and MUFG adopted this accounting standard and practical guideline starting in this fiscal period.

(As lessees)

Domestic consolidated subsidiaries’ finance leases other than those that are deemed to transfer the ownership of leased property to the lessees, which commenced in fiscal years beginning prior to April 1, 2008, are accounted for in a similar way to operating leases. Finance leases other than those that are deemed to transfer the ownership of leased property to the lessees, which commenced in fiscal years beginning on or after April 1, 2008, are accounted for in a similar way to purchases and depreciation for lease assets is computed under the straight-line method over the lease term with zero residual value unless residual value is guaranteed by the corresponding lease contracts. The adoption of the new standard did not have a material impact on the interim consolidated statement of income.

(As lessors)

Finance leases other than those that are deemed to transfer the ownership of leased property to the lessees are accounted for in a similar way to sales and income and expenses related to such leases are recognized by allocating interest equivalents to applicable fiscal periods instead of recording sales and costs of goods sold. The adoption of the new standard resulted in a 58,083 million yen decrease in “Ordinary income” (including a 4,266 million yen increase in “Interest income” and a 62,349 million yen decrease in “Other ordinary income”), a 58,295 million yen decrease in “Ordinary expenses” (including a 56,376 million yen decrease in “Other ordinary expenses”), a 212 million yen increase in “Ordinary profits”, a 6,107 million yen increase in “Extraordinary gains” and a 6,319 million yen increase in “Income before income taxes and others” for the six months ended September 30, 2008.

 

B-9


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

  ƒ Net presentation of derivative instruments subject to master netting agreements

Beginning in this fiscal period, MUFG has started to record in its financial statements, on a gross basis, the fair value amounts recognized for derivative instruments executed with the same counterparty as assets and liabilities, which were previously netted out if there was a legally valid master netting agreement between the two parties.

MUFG examined its relevant accounting presentation practice from a viewpoint of best financial disclosure practice relating to credit risk and determined that its financial statements under Japanese GAAP should be prepared without offsetting derivative assets and liabilities because the amounts of cash collateral received or payable for derivative transactions have recently been increasing and, as a result, it is no longer sufficiently reasonable to offset only the fair value amounts recognized as assets and liabilities for derivative instruments.

This change resulted in a 3,336,769 million yen increase in “Trading assets”, a 3,384,170 million yen increase in “Trading liabilities”, a 1,141,588 million yen increase in “Other assets” and a 1,094,188 million yen increase in “Other liabilities” as of September 30, 2008.

 

  Evaluation of securities

(Additional information)

Floating-rate Japanese government bonds which are included “Securities” have preciously been evaluated based on market values. The domestic consolidated banking subsidiary has examined its accounting treatment for Floating-rate Japanese government bonds in accordance with the “Practical Solution on Measurement of Fair Value of Financial Assets” (ASBJ PITF No.25, October 28, 2008) and determined that market values at the end of the interim period cannot be deemed as fair values and evaluates its Floating-rate Japanese government bonds based on reasonably estimated amounts starting in this fiscal period.

This change resulted in a 122,235 million yen increase in “Securities”, a 41,083 million yen decrease in “Deferred tax assets” and a 81,152 million yen increase in “Net unrealized gains (losses) on other securities”.

 

B-10


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

4. Consolidated Financial Statements

(1) Consolidated Balance Sheets

 

     (in millions of yen)  
     As of
September 30, 2008
    As of
March 31, 2008
 

Assets:

    

Cash and due from banks

   10,148,110     10,281,603  

Call loans and bills bought

   1,058,103     1,293,705  

Receivables under resale agreements

   3,262,183     7,099,711  

Receivables under securities borrowing transactions

   6,243,090     8,240,482  

Monetary claims bought

   4,226,743     4,593,198  

Trading assets

   17,637,010     11,898,762  

Money held in trust

   383,278     401,448  

Securities

   38,671,375     40,851,677  

Allowance for losses on securities

   (36,702 )   (30,166 )

Loans and bills discounted

   90,445,118     88,538,810  

Foreign exchanges

   1,671,474     1,241,656  

Other assets

   6,989,674     5,666,981  

Tangible fixed assets

   1,277,575     1,594,214  

Intangible fixed assets

   914,401     975,043  

Deferred tax assets

   1,171,485     773,688  

Customers’ liabilities for acceptances and guarantees

   11,067,649     10,652,865  

Allowance for credit losses

   (1,106,293 )   (1,080,502 )
            

Total assets

   194,024,280     192,993,179  
            

Liabilities:

    

Deposits

   119,798,396     121,307,300  

Negotiable certificates of deposit

   7,827,311     7,319,321  

Call money and bills sold

   3,007,407     2,286,382  

Payables under repurchase agreements

   8,677,843     10,490,735  

Payables under securities lending transactions

   4,266,088     5,897,051  

Commercial papers

   173,685     349,355  

Trading liabilities

   8,354,355     5,944,552  

Borrowed money

   5,400,785     5,050,000  

Foreign exchanges

   977,280     972,113  

Short-term bonds payable

   457,683     417,200  

Bonds payable

   6,289,553     6,285,566  

Due to trust accounts

   1,338,192     1,462,822  

Other liabilities

   6,898,069     4,388,814  

Reserve for bonuses

   47,839     49,798  

Reserve for bonuses to directors

   425     434  

Reserve for retirement benefits

   62,010     64,771  

Reserve for retirement benefits to directors

   1,682     2,100  

Reserve for loyalty award credits

   10,124     8,079  

Reserve for contingent losses

   83,999     133,110  

Reserve for losses relating to business restructuring

   2,971     22,865  

Reserves under special laws

   3,335     4,639  

Deferred tax liabilities

   37,730     84,185  

Deferred tax liabilities for land revaluation

   197,252     199,402  

Acceptances and guarantees

   11,067,649     10,652,865  
            

Total liabilities

   184,981,676     183,393,470  
            

 

B-11


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

     (in millions of yen)  
     As of
September 30, 2008
    As of
March 31, 2008
 

Net assets:

    

Capital stock

   1,383,052     1,383,052  

Capital surplus

   1,777,860     1,865,696  

Retained earnings

   4,591,845     4,592,960  

Treasury stock

   (439,375 )   (726,001 )

Total shareholders’ equity

   7,313,383     7,115,707  

Net unrealized gains (losses) on other securities

   (39,243 )   595,352  

Net deferred gains (losses) on hedging instruments

   2,745     79,043  

Land revaluation excess

   143,647     143,292  

Foreign currency translation adjustments

   (96,306 )   (52,566 )

Pension liability adjustments of subsidiaries preparing financial statements under US GAAP

   (12,392 )   —    

Total valuation and translation adjustments

   (1,549 )   765,121  

Subscription rights to shares

   3,674     2,509  

Minority interests

   1,727,096     1,716,370  
            

Total net assets

   9,042,604     9,599,708  
            

Total liabilities and net assets

   194,024,280     192,993,179  
            

 

B-12


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

(2) Consolidated Statements of Income

 

     (in millions of yen)  
      For the six months
ended

September 30, 2007
    For the six months
ended
September 30, 2008
 

Ordinary income

   3,250,225     2,925,113  

Interest income

   1,989,587     1,842,261  

(Interest on loans and bills discounted)

   1,161,579     1,134,155  

(Interest and dividends on securities)

   431,656     356,656  

Trust fees

   78,972     67,097  

Fees and commissions

   638,809     592,473  

Trading income

   189,126     126,317  

Other business income

   109,474     174,846  

Other ordinary income

   244,254     122,116  
            

Ordinary expenses

   2,752,685     2,736,996  

Interest expenses

   1,024,054     872,046  

(Interest on deposits)

   458,821     374,699  

Fees and commissions

   91,610     87,443  

Trading expenses

   —       1,191  

Other business expenses

   94,699     146,147  

General and administrative expenses

   1,077,126     1,084,363  

Other ordinary expenses

   465,195     545,803  
            

Ordinary profits

   497,539     188,117  
            

Extraordinary gains

   31,212     61,417  

Gains on disposition of fixed assets

   3,900     6,718  

Gains on loans written-off

   20,326     14,388  

Reversal of reserve for contingent liabilities from financial instruments transactions

   —       1,308  

Gains on changes in subsidiaries’ equity

   6,985     —    

Gains on sales of equity securities of subsidiaries

   —       32,814  

Impact upon the adoption of the Accounting standard for lease transactions

   —       6,186  

Extraordinary losses

   79,028     60,787  

Losses on disposition of fixed assets

   7,589     8,511  

Losses on impairment of fixed assets

   11,421     4,879  

Provision for reserve for contingent liabilities from financial instruments transactions

   413     —    

Provision for reserve for losses relating to business restructuring

   59,603     197  

Expenses relating to systems integration

   —       47,198  
            

Income before income taxes and others

   449,723     188,747  
            

Income taxes—current

   65,510     47,772  

Income taxes—deferred

   127,914     (168 )

Total taxes

   —       47,604  

Minority interests

   (421 )   49,120  
            

Net income

   256,721     92,023  
            

 

B-13


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

(3) Consolidated Statements of Changes in Net Assets

 

     (in millions of yen)  
     For the six months
ended
September 30, 2007
    For the six months
ended
September 30, 2008
 

Shareholders’ equity

    

Capital stock

    

Balance at the beginning of the period

   1,383,052     1,383,052  
            

Balance at the end of the period

   1,383,052     1,383,052  
            

Capital surplus

    

Balance at the beginning of the period

   1,916,300     1,865,696  

Changes during the period

    

Disposition of treasury stock

   (50,382 )   (87,835 )
            

Total changes during the period

   (50,382 )   (87,835 )
            

Balance at the end of the period

   1,865,918     1,777,860  
            

Retained earnings

    

Balance at the beginning of the period

   4,102,199     4,592,960  

Changes during the period

    

Dividends from retained earnings

   (64,589 )   (75,855 )

Net income

   256,721     92,023  

Reversal of land revaluation excess

   836     (353 )

Increase in companies accounted for under the equity method

   —       5,763  

Prior year adjustments on retained earnings of companies accounted for under the equity method

   —       (16,802 )

Changes in accounting standards in overseas consolidated subsidiaries

   (9,116 )   —    

Increase due to unification of accounting policies applied to foreign subsidiaries

   —       778  

Decrease due to unification of accounting policies applied to foreign subsidiaries

   —       (6,669 )
            

Total changes during the period

   183,851     (1,114 )
            

Balance at the end of the period

   4,286,051     4,591,845  
            

Treasury stock

    

Balance at the beginning of the period

   (1,001,470 )   (726,001 )

Changes during the period

    

Acquisition of treasury stock

   (2,315 )   (732 )

Disposition of treasury stock

   427,366     287,358  
            

Total changes during the period

   425,050     286,626  
            

Balance at the end of the period

   (576,420 )   (439,375 )
            

Total shareholders’ equity

    

Balance at the beginning of the period

   6,400,081     7,115,707  

Changes during the period

    

Dividends from retained earnings

   (64,589 )   (75,855 )

Net income

   256,721     92,023  

Acquisition of treasury stock

   (2,315 )   (732 )

Disposition of treasury stock

   376,984     199,522  

Reversal of land revaluation excess

   836     (353 )

Increase in companies accounted for under the equity method

   —       5,763  

Prior year adjustments on retained earnings of companies accounted for under the equity method

   —       (16,802 )

Changes in accounting standards in overseas consolidated subsidiaries

   (9,116 )   —    

Increase due to unification of accounting policies applied to foreign subsidiaries

   —       778  

Decrease due to unification of accounting policies applied to foreign subsidiaries

   —       (6,669 )
            

Total changes during the period

   558,519     197,675  
            

Balance at the end of the period

   6,958,601     7,313,383  
            

 

B-14


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

     (in millions of yen)  
      For the six months
ended
September 30, 2007
    For the six months
ended
September 30, 2008
 

Valuation and translation adjustments

    

Net unrealized gains (losses) on other securities

    

Balance at the beginning of the period

   2,054,813     595,352  

Changes during the period

    

Net changes in items other than shareholders’ equity

   (251,395 )   (634,596 )
            

Total changes during the period

   (251,395 )   (634,596 )
            

Balance at the end of the period

   1,803,418     (39,243 )
            

Net deferred gains (losses) on hedging instruments

    

Balance at the beginning of the period

   (56,429 )   79,043  

Changes during the period

    

Net changes in items other than shareholders’ equity

   (3,678 )   (76,297 )
            

Total changes during the period

   (3,678 )   (76,297 )
            

Balance at the end of the period

   (60,107 )   2,745  
            

Land revaluation excess

    

Balance at the beginning of the period

   148,281     143,292  

Changes during the period

    

Net changes in items other than shareholders’ equity

   (782 )   355  
            

Total changes during the period

   (782 )   355  
            

Balance at the end of the period

   147,499     143,647  
            

Foreign currency translation adjustments

    

Balance at the beginning of the period

   (26,483 )   (52,566 )

Changes during the period

    

Net changes in items other than shareholders’ equity

   36,287     (43,740 )
            

Total changes during the period

   36,287     (43,740 )
            

Balance at the end of the period

   9,804     (96,306 )
            

Pension liability adjustments of subsidiaries preparing financial statements under US GAAP

    

Balance at the beginning of the period

   —       —    

Changes during the period

    

Net changes in items other than shareholders’ equity

   —       (12,392 )
            

Total changes during the period

   —       (12,392 )
            

Balance at the end of the period

   —       (12,392 )
            

Total valuation and translation adjustments

    

Balance at the beginning of the period

   2,120,183     765,121  

Changes during the period

    

Net changes in items other than shareholders’ equity

   (219,568 )   (766,671 )
            

Total changes during the period

   (219,568 )   (766,671 )
            

Balance at the end of the period

   1,900,614     (1,549 )
            

Subscription rights to shares

    

Balance at the beginning of the period

   0     2,509  

Changes during the period

    

Net changes in items other than shareholders’ equity

   87     1,165  
            

Total changes during the period

   87     1,165  
            

Balance at the end of the period

   87     3,674  
            

Minority interests

    

Balance at the beginning of the period

   2,003,434     1,716,370  

Changes during the period

    

Net changes in items other than shareholders’ equity

   (288,302 )   10,725  
            

Total changes during the period

   (288,302 )   10,725  
            

Balance at the end of the period

   1,715,132     1,727,096  
            

 

B-15


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

     (in millions of yen)  
      For the six months
ended
September 30, 2007
    For the six months
ended
September 30, 2008
 

Total net assets

    

Balance at the beginning of the period

   10,523,700     9,599,708  

Changes during the period

    

Dividends from retained earnings

   (64,589 )   (75,855 )

Net income

   256,721     92,023  

Acquisition of treasury stock

   (2,315 )   (732 )

Disposition of treasury stock

   376,984     199,522  

Reversal of land revaluation excess

   836     (353 )

Increase in companies accounted for under the equity method

   —       5,763  

Prior year adjustments on retained earnings of companies accounted for under the equity method

   —       (16,802 )

Changes in accounting standards in overseas consolidated subsidiaries

   (9,116 )   —    

Increase due to unification of accounting policies applied to foreign subsidiaries

   —       778  

Decrease due to unification of accounting policies applied to foreign subsidiaries

   —       (6,669 )

Net changes in items other than shareholders’ equity

   (507,783 )   (754,780 )
            

Total changes during the period

   50,736     (557,104 )
            

Balance at the end of the period

   10,574,436     9,042,604  
            

 

B-16


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

(4) Notes on Going-Concern Assumption

Not applicable

 

B-17


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

5. Non-consolidated Financial Statements

(1) Non-consolidated Balance Sheets

 

     (in millions of yen)  
      As of
September 30, 2008
    As of
March 31, 2008
 

Assets:

    

Current assets

    

Cash and due from banks

   6,650     8,539  

Investment securities

   93,700     41,600  

Accounts receivable

   50,756     109,108  

Other current assets

   30,465     2,126  

Total current assets

   181,572     161,375  

Fixed assets

    

Tangible fixed assets

   234     223  

Intangible fixed assets

   998     976  

Investments and other fixed assets

   7,867,696     7,658,423  

Investments in subsidiaries and affiliates

   7,869,281     7,661,510  

Allowance for losses on investments

   (1,733 )   (3,087 )

Other

   148     —    

Total fixed assets

   7,868,929     7,659,623  
            

Total assets

   8,050,502     7,820,998  
            

Liabilities:

    

Current liabilities

    

Short-term borrowings

   28,600     174,000  

Current portion of long-term borrowings

   —       3,700  

Current portion of bonds payable

   120,000     220,000  

Lease obligation

   8     —    

Accounts payable

   1,656     985  

Income taxes payable

   23     4  

Reserve for bonuses

   328     375  

Other current liabilities

   2,188     1,389  

Total current liabilities

   152,805     400,455  

Fixed liabilities

    

Bonds payable

   330,000     330,000  

Long-term borrowings

   567,731     328,845  

Lease obligation

   35     —    

Other

   4,958     4,676  

Total fixed liabilities

   902,725     663,521  
            

Total liabilities

   1,055,530     1,063,977  
            

Net assets:

    

Shareholders’ equity

    

Capital stock

   1,383,052     1,383,052  

Capital surplus

    

Capital reserve

   1,383,070     1,383,070  

Other capital surplus

   2,110,019     2,497,841  

Total capital surplus

   3,493,089     3,880,912  

Retained earnings

    

Other retained earnings

    

Voluntary reserve

   150,000     150,000  

Unappropriated retained earnings

   2,280,463     2,065,219  

Total retained earnings

   2,430,463     2,215,219  

Treasury stock

   (315,196 )   (724,571 )

Total shareholders’ equity

   6,991,409     6,754,613  

Subscription rights to shares

   3,562     2,408  
            

Total net assets

   6,994,971     6,757,021  
            

Total liabilities and net assets

   8,050,502     7,820,998  
            

 

B-18


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

(2) Non-consolidated Statements of Income

 

     (in millions of yen)  
      For the six months
ended
September 30, 2007
    For the six months
ended
September 30, 2008
 

Operating income

   197,203     247,861  

Operating expenses

   6,433     7,979  
            

Operating profits

   190,769     239,882  
            

Non-operating income

   284     432  

Non-operating expenses

   8,078     8,907  
            

Ordinary profits

   182,975     231,407  
            

Extraordinary gains

   4,051     32,487  

Extraordinary losses

   85,516     —    
            

Income before income taxes

   101,511     263,895  
            

Income taxes—current

   1     142  

Income taxes—deferred

   (3,943 )   (27,350 )
            

Total income taxes

   (3,941 )   (27,208 )
            

Net income

   105,452     291,103  
            

 

B-19


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

(3) Non-consolidated Statements of Changes in Net Assets

 

     (in millions of yen)  
      For the six months
ended
September 30, 2007
    For the six months
ended
September 30, 2008
 

Shareholders’ equity

    

Capital stock

    

Balance at the beginning of the period

   1,383,052     1,383,052  
            

Balance at the end of the period

   1,383,052     1,383,052  
            

Capital surplus

    

Capital reserve

    

Balance at the beginning of the period

   1,383,070     1,383,070  
            

Balance at the end of the period

   1,383,070     1,383,070  
            

Other capital surplus

    

Balance at the beginning of the period

   2,549,056     2,497,841  

Changes during the period

    

Disposition of treasury stock

   (182 )   (262 )

Increase by share exchange

   (50,985 )   (387,560 )
            

Total changes during the period

   (51,167 )   (387,822 )
            

Balance at the end of the period

   2,497,889     2,110,019  
            

Retained earnings

    

Other retained earnings

    

Voluntary reserve

    

Balance at the beginning of the period

   150,000     150,000  
            

Balance at the end of the period

   150,000     150,000  
            

Unappropriated retained earnings

    

Balance at the beginning of the period

   1,789,675     2,065,219  

Changes during the period

    

Dividends from retained earnings

   (64,593 )   (75,859 )

Net income

   105,452     291,103  
            

Total changes during the period

   40,859     215,243  
            

Balance at the end of the period

   1,830,534     2,280,463  
            

Treasury stock

    

Balance at the beginning of the period

   (1,000,728 )   (724,571 )

Changes during the period

    

Acquisition of treasury stock

   (1,225 )   (239,530 )

Disposition of treasury stock

   854     648,905  

Increase by share exchange

   426,511     —    
            

Total changes during the period

   426,140     409,375  
            

Balance at the end of the period

   (574,587 )   (315,196 )
            

Total shareholders’ equity

    

Balance at the beginning of the period

   6,254,125     6,754,613  

Changes during the period

    

Dividends from retained earnings

   (64,593 )   (75,859 )

Net income

   105,452     291,103  

Acquisition of treasury stock

   (1,225 )   (239,530 )

Disposition of treasury stock

   672     648,642  

Increase by share exchange

   375,526     (387,560 )
            

Total changes during the period

   415,832     236,796  
            

Balance at the end of the period

   6,669,958     6,991,409  
            

 

B-20


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

     (in millions of yen)  
      For the six months
ended
September 30, 2007
    For the six months
ended
September 30, 2008
 

Subscription rights to shares

    

Balance at the beginning of the period

   —       2,408  

Changes during the period

    

Net changes of items other than shareholders’ equity

   —       1,154  
            

Total changes during the period

   —       1,154  
            

Balance at the end of the period

   —       3,562  
            

Total net assets

    

Balance at the beginning of the period

   6,254,125     6,757,021  

Changes during the period

    

Dividends from retained earnings

   (64,593 )   (75,859 )

Net income

   105,452     291,103  

Acquisition of treasury stock

   (1,225 )   (239,530 )

Disposition of treasury stock

   672     648,642  

Increase by share exchange

   375,526     (387,560 )

Net changes of items other than shareholders’ equity

   —       1,154  
            

Total changes during the period

   415,832     237,950  
            

Balance at the end of the period

   6,669,958     6,994,971  
            

 

B-21


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

(4) Notes on Going-Concern Assumption

Not applicable

 

B-22


Table of Contents

Selected Financial Information

under Japanese GAAP

For the Six Months Ended September 30, 2008

 

 

 

   LOGO  

 

Mitsubishi UFJ Financial Group, Inc.

 

 

B-23


Table of Contents

[Contents]

 

1. Financial Results

   B-25

[ MUFG Consolidated ]*1[ BTMU and MUTB Combined ]*2*3*4

  

[ BTMU Consolidated ][ BTMU Non-consolidated ]

  

[ MUTB Consolidated ][ MUTB Non-consolidated ]

  

2. Average Interest Rate Spread

   B-35

[ BTMU Non-consolidated ][ MUTB Non-consolidated ][ BTMU and MUTB Combined ]

  

3. Notional Principal by the Remaining Life of the Interest Rate Swaps for Hedge-Accounting

   B-37

[ MUFG Consolidated ][ BTMU Consolidated ][ MUTB Consolidated ]

  

4. Securities

   B-38

[ MUFG Consolidated ][ BTMU Non-consolidated ][ MUTB Non-consolidated ]

  

5. Return on Equity

   B-41

[ MUFG Consolidated ]

  

6. Risk-Adjusted Capital Ratio Based on the Basel 2 Standards

   B-42

[ MUFG Consolidated ][ BTMU Consolidated ][ MUTB Consolidated ]

  

7. Risk-Monitored Loans

   B-44

[ MUFG Consolidated ][ BTMU Non-consolidated ]

  

[ MUTB Non-consolidated ][ MUTB Non-consolidated : Trust Accounts ]

  

8. Non Performing Loans Based on the Financial Reconstruction Law (the “FRL”)

   B-50

[ BTMU and MUTB Combined including Trust Accounts ][ BTMU Non-consolidated ]

  

[ MUTB Non-consolidated ][ MUTB Non-consolidated : Trust Accounts ]

  

9. Progress in Disposition of Problem Assets

   B-54

[ BTMU, MUTB and MUSP Combined including Trust Accounts ]*5

  

[ BTMU and MUSP Combined ][ MUTB Non-consolidated including Trust Accounts ]

  

10. Loans Classified by Type of Industry, Domestic Consumer Loans, Domestic Loans to Small / Medium-Sized Companies and Proprietors

   B-60

[ BTMU and MUTB Combined including Trust Accounts ][ BTMU Non-consolidated ]

  

[ MUTB Non-consolidated ][ MUTB Non-consolidated : Trust Accounts ]

  

11. Overseas Loans

   B-66

[ BTMU and MUTB Combined]

  

12. Loans and Deposits

   B-67

[ BTMU and MUTB Combined ][ BTMU Non-consolidated ][ MUTB Non-consolidated ]

  

13. Domestic Deposits

   B-68

[ BTMU and MUTB Combined ][ BTMU Non-consolidated ][ MUTB Non-consolidated ]

  

14. Status of Deferred Tax Assets

   B-69

[ BTMU Non-consolidated ][ MUTB Non-consolidated ]

  

(References)

  

1. Exposure to Securitized Products and Related Investments and GSE Related Investments

   B-73

2. Financial Statements

   B-76

[ BTMU Consolidated ][ BTMU Non-consolidated ]

  

[ MUTB Consolidated ][ MUTB Non-consolidated ]

  

 

(*1) “MUFG” means Mitsubishi UFJ Financial Group, Inc.

(*2) “BTMU” means The Bank of Tokyo-Mitsubishi UFJ, Ltd.

(*3) “MUTB” means Mitsubishi UFJ Trust and Banking Corporation.

(*4) “BTMU and MUTB Combined” means simple sum of “BTMU” and “MUTB” without consolidation processes.

(*5) “MUSP” means MU Strategic Partner, Co., Ltd.

 

B-24


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

1. Financial Results

MUFG Consolidated

 

     (in millions of yen)  
     For the six months ended     Increase
(Decrease)
(A) - (B)
 
     September 30, 2008
(A)
    September 30, 2007
(B)
   

Gross profits

   1,696,540     1,796,866     (100,326 )

(Gross profits before credit costs for trust accounts)

   1,696,549     1,796,899     (100,349 )
                  

Net interest income

   970,586     966,792     3,793  

Trust fees

   67,097     78,972     (11,875 )

Credit costs for trust accounts (1)

   (9 )   (32 )   23  

Net fees and commissions

   505,030     547,199     (42,168 )

Net trading profits

   125,126     189,126     (64,000 )

Net other business profits

   28,699     14,775     13,924  

Net gains (losses) on debt securities

   11,333     (10,922 )   22,256  
                  

General and administrative expenses

   1,072,728     1,061,473     11,255  
                  

Amortization of goodwill

   9,727     5,525     4,202  
                  

Net business profits before credit costs for trust accounts, provision for general allowance for credit losses and amortization of goodwill

   633,548     740,951     (107,403 )
                  

Net business profits before credit costs for trust accounts and provision for general allowance for credit losses

   623,820     735,425     (111,605 )
                  

Provision for general allowance for credit losses (2)

   11,001     (1,946 )   12,947  
                  

Net business profits*

   634,812     733,446     (98,634 )
                  

Net non-recurring gains (losses)

   (446,695 )   (235,907 )   (210,788 )
                  

Credit costs (3)

   (345,939 )   (265,509 )   (80,430 )

Losses on loan write-offs

   (163,052 )   (87,010 )   (76,041 )

Provision for specific allowance for credit losses

   (181,639 )   (161,790 )   (19,849 )

Other credit costs

   (1,247 )   (16,708 )   15,460  

Net gains (losses) on equity securities

   (75,286 )   54,414     (129,701 )

Gains on sales of equity securities

   71,840     105,818     (33,977 )

Losses on sales of equity securities

   (1,850 )   (6,392 )   4,541  

Losses on write-down of equity securities

   (145,276 )   (45,010 )   (100,265 )

Profits (losses) from investments in affiliates

   1,495     8,667     (7,171 )

Other non-recurring gains (losses)

   (26,965 )   (33,480 )   6,514  
                  

Ordinary profits

   188,117     497,539     (309,422 )
                  

Net extraordinary gains (losses)

   629     (47,815 )   48,445  
                  

Gains on loans written-off (4)

   14,388     20,326     (5,937 )

Gains on sales of equity securities of subsidiaries

   32,814     —       32,814  

Expenses relating to systems integration

   (47,198 )   —       (47,198 )

Losses on impairment of fixed assets

   (4,879 )   (11,421 )   6,541  

Provision for reserve for losses relating to business restructuring

   (197 )   (59,603 )   59,406  
                  

Income before income taxes and others

   188,747     449,723     (260,976 )
                  

Income taxes—current

   47,772     65,510     (17,737 )
                  

Income taxes—deferred

   (168 )   127,914     (128,082 )
                  

Minority interests

   49,120     (421 )   49,542  
                  

Net income

   92,023     256,721     (164,697 )
                  

 

Note:

* Net business profits = Banking subsidiaries’ net business profits + Other consolidated entities’ gross profits - Other consolidated entities’ general and administrative expenses - Other consolidated entities’ provision for general allowance for credit losses - Amortization of goodwill - Inter-company transactions

 

B-25


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

     (in millions of yen)  
     For the six months ended     Increase
(Decrease)
(A) - (B)
 
     September 30, 2008
(A)
    September 30, 2007
(B)
   

(Reference)

                  

Total credit costs (1)+(2)+(3)

   (334,947 )   (267,488 )   (67,458 )
                  

Total credit costs + Gains on loans written-off (1)+(2)+(3)+(4)

   (320,558 )   (247,161 )   (73,396 )
                  

Number of consolidated subsidiaries

   246     252     (6 )
                  

Number of affiliated companies accounted for under the equity method

   61     44         17  
                  

 

B-26


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

BTMU and MUTB Combined

 

     (in millions of yen)  
     For the six months ended     Increase
(Decrease)
(A) - (B)
 
     September 30, 2008
(A)
    September 30, 2007
(B)
   

Gross profits

   1,101,436     1,155,827     (54,391 )

(Gross profits before credit costs for trust accounts)

   1,101,445     1,155,859     (54,414 )

Net interest income

   745,293     722,540     22,752  

Trust fees

   51,281     59,651     (8,369 )

Credit costs for trust accounts (1)

   (9 )   (32 )   23  

Net fees and commissions

   240,420     260,253     (19,833 )

Net trading profits

   45,636     100,383     (54,746 )

Net other business profits

   18,804     12,998     5,805  

Net gains (losses) on debt securities

   15,200     (13,151 )   28,352  
                  

General and administrative expenses

   663,317     651,072     12,245  
                  

Net business profits before credit costs for trust accounts and provision for general allowance for credit losses

   438,127     504,787     (66,659 )
                  

Provision for general allowance for credit losses (2)

   16,820     7,236     9,583  
                  

Net business profits

   454,938     511,991     (57,052 )
                  

Net non-recurring gains (losses)

   (363,547 )   (142,035 )   (221,511 )
                  

Credit costs (3)

   (259,070 )   (164,224 )   (94,846 )

Losses on loan write-offs

   (149,268 )   (72,641 )   (76,627 )

Provision for specific allowance for credit losses

   (103,373 )   (83,714 )   (19,658 )

Other credit costs

   (6,429 )   (7,869 )   1,439  

Net gains (losses) on equity securities

   (78,852 )   30,695     (109,548 )

Gains on sales of equity securities

   62,618     84,664     (22,046 )

Losses on sales of equity securities

   (1,107 )   (5,533 )   4,426  

Losses on write-down of equity securities

   (140,363 )   (48,434 )   (91,929 )

Other non-recurring gains (losses)

   (25,623 )   (8,506 )   (17,116 )
                  

Ordinary profits

   91,391     369,955     (278,563 )
                  

Net extraordinary gains (losses)

   9,327     24,583     (15,256 )
                  

Gains on loans written-off (4)

   12,024     18,066     (6,042 )

Reversal of allowance for losses on investments

   23     16,019     (15,996 )

Reversal of reserve for contingent losses included in credit costs (5)

   —       597     (597 )

Gains on sales of equity securities of MUFG

   53,676     —       53,676  

Expenses relating to systems integration

   (47,198 )   —       (47,198 )

Losses on impairment of fixed assets

   (2,752 )   (8,249 )   5,497  
                  

Income before income taxes

   100,718     394,539     (293,820 )
                  

Income taxes—current

   7,915     17,804     (9,888 )
                  

Income taxes—deferred

   35,842     127,949     (92,107 )
                  

Net income

   56,960     248,784     (191,823 )
                  

(Reference)

                  

Total credit costs (1)+(2)+(3)+(5)

   (242,259 )   (156,423 )   (85,836 )
                  

Total credit costs + Gains on loans written-off (1)+(2)+(3)+(4)+(5)

   (230,235 )   (138,357 )   (91,878 )
                  

 

B-27


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

BTMU Consolidated

 

     (in millions of yen)  
     For the six months ended     Increase
(Decrease)
(A) - (B)
 
     September 30, 2008
(A)
    September 30, 2007
(B)
   

Gross profits

   1,295,837     1,385,704     (89,867 )
                  

Net interest income

   886,603     867,676     18,927  

Trust fees

   9,964     12,893     (2,928 )

Net fees and commissions

   318,882     372,603     (53,720 )

Net trading profits

   50,748     99,919     (49,170 )

Net other business profits

   29,637     32,611     (2,974 )

Net gains (losses) on debt securities

   4,773     4,639     133  
                  

General and administrative expenses

   772,151     814,165     (42,014 )
                  

Amortization of goodwill

   3,062     1,404     1,657  
                  

Net business profits before provision for general allowance for credit losses and amortization of goodwill

   526,747     572,942     (46,194 )
                  

Net business profits before provision for general allowance for credit losses

   523,685     571,538     (47,852 )
                  

Provision for general allowance for credit losses (1)

   (558 )   (792 )   234  
                  

Net business profits*

   523,127     570,745     (47,618 )
                  

Net non-recurring gains (losses)

   (387,994 )   (245,126 )   (142,868 )
                  

Credit costs (2)

   (315,683 )   (254,811 )   (60,872 )

Losses on loan write-offs

   (157,232 )   (85,709 )   (71,522 )

Provision for specific allowance for credit losses

   (154,897 )   (150,640 )   (4,257 )

Other credit costs

   (3,553 )   (18,461 )   14,908  

Net gains (losses) on equity securities

   (57,118 )   41,168     (98,286 )

Gains on sales of equity securities

   65,451     85,101     (19,649 )

Losses on sales of equity securities

   (1,510 )   (6,861 )   5,350  

Losses on write-down of equity securities

   (121,059 )   (37,071 )   (83,987 )

Profits (losses) from investments in affiliates

   2,328     5,027     (2,698 )

Other non-recurring gains (losses)

   (17,521 )   (36,510 )   18,989  
                  

Ordinary profits

   135,132     325,618     (190,486 )
                  

Net extraordinary gains (losses)

   138,415     (43,242 )   181,658  
                  

Gains on loans written-off (3)

   12,185     16,898     (4,712 )

Gains on sales of equity securities of MUFG

   172,096     —       172,096  

Expenses relating to systems integration

   (47,198 )   —       (47,198 )

Losses on impairment of fixed assets

   (1,583 )   (10,119 )   8,535  

Provision for reserve for losses relating to business restructuring

   —       (59,603 )   59,603  
                  

Income before income taxes and others

   273,547     282,375     (8,828 )
                  

Income taxes—current

   37,166     41,997     (4,830 )
                  

Income taxes—deferred

   14,409     92,455     (78,046 )
                  

Minority interests

   46,829     (16,217 )   63,047  
                  

Net income

   175,142     164,140     11,001  
                  

 

Note:

* Net business profits = Net business profits of BTMU + Other consolidated entities’ gross profits - Other consolidated entities’ general and administrative expenses - Other consolidated entities’ provision for general allowance for credit losses - Amortization of goodwill - Inter-company transactions.

 

B-28


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

     (in millions of yen)  
     For the six months ended     Increase
(Decrease)
(A) - (B)
 
     September 30, 2008
(A)
    September 30, 2007
(B)
   

(Reference)

                  

Total credit costs (1)+(2)

   (316,242 )   (255,604 )   (60,637 )
                  

Total credit costs + Gains on loans written-off (1)+(2)+(3)

   (304,056 )   (238,706 )   (65,350 )
                  

Number of consolidated subsidiaries

   159     174     (15 )
                  

Number of affiliated companies accounted for under the equity method

   47     49     (2 )
                  

 

B-29


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

BTMU Non-consolidated

 

     (in millions of yen)  
     For the six months ended     Increase
(Decrease)
(A) - (B)
 
     September 30, 2008
(A)
    September 30, 2007
(B)
   

Gross profits

   923,036     940,350     (17,313 )
                  

Domestic gross profits

   675,142     692,409     (17,267 )

Net interest income

   527,314     532,006     (4,692 )

Net fees and commissions

   132,915     148,587     (15,672 )

Net trading profits

   20,049     12,981     7,068  

Net other business profits

   (5,137 )   (1,165 )   (3,971 )

Net gains (losses) on debt securities

   7,962     11,340     (3,377 )
                  

Non-domestic gross profits

   247,894     247,941     (46 )

Net interest income

   137,323     84,380     52,942  

Net fees and commissions

   59,807     48,298     11,508  

Net trading profits

   28,097     85,315     (57,217 )

Net other business profits

   22,666     29,945     (7,279 )

Net gains (losses) on debt securities

   341     (8,541 )   8,882  
                  

General and administrative expenses

   563,499     551,193     12,305  
                  

Personnel expenses

   193,473     190,223     3,249  

Non-personnel expenses

   334,415     330,444     3,970  

Taxes

   35,610     30,525     5,085  
                  

Net business profits before provision for general allowance for credit losses

   359,537     389,156     (29,619 )
                  

Provision for general allowance for credit losses (1)

   18,085     8,534     9,551  
                  

Net business profits

   377,622     397,690     (20,068 )
                  

Net non-recurring gains (losses)

   (339,730 )   (125,507 )   (214,222 )
                  

Credit costs (2)

   (256,747 )   (153,237 )   (103,509 )

Losses on loan write-offs

   (147,082 )   (71,454 )   (75,628 )

Provision for specific allowance for credit losses

   (103,026 )   (72,770 )   (30,255 )

Other credit costs

   (6,638 )   (9,012 )   2,374  

Net gains (losses) on equity securities

   (62,349 )   35,646     (97,995 )

Gains on sales of equity securities

   59,148     76,556     (17,407 )

Losses on sales of equity securities

   (814 )   (5,060 )   4,246  

Losses on write-down of equity securities

   (120,683 )   (35,849 )   (84,834 )

Other non-recurring gains (losses)

   (20,633 )   (7,916 )   (12,717 )
                  

Ordinary profits

   37,892     272,183     (234,290 )
                  

Net extraordinary gains (losses)

   10,807     22,118     (11,310 )
                  

Gains on loans written-off (3)

   10,919     14,735     (3,816 )

Reversal of allowance for losses on investments

   23     16,019     (15,996 )

Gains on sales of equity securities of MUFG

   53,676     —       53,676  

Expenses relating to systems integration

   (47,198 )   —       (47,198 )

Losses on impairment of fixed assets

   (986 )   (4,857 )   3,871  
                  

Income before income taxes

   48,699     294,301     (245,601 )
                  

Income taxes—current

   8,213     18,035     (9,822 )
                  

Income taxes—deferred

   15,470     88,196     (72,726 )
                  

Net income

   25,016     188,069     (163,052 )
                  

(Reference)

                  

Total credit costs (1)+(2)

   (238,662 )   (144,703 )   (93,958 )
                  

Total credit costs + Gains on loans written-off (1)+(2)+(3)

   (227,743 )   (129,967 )   (97,775 )
                  

 

B-30


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

MUTB Consolidated

 

     (in millions of yen)  
     For the six months ended     Increase
(Decrease)
(A) - (B)
 
     September 30, 2008
(A)
    September 30, 2007
(B)
   

Gross profits

   205,217     243,134     (37,916 )

(Gross profits before credit costs for trust accounts)

   205,226     243,166     (37,939 )
                  

Trust fees

   57,132     66,102     (8,969 )

Trust fees before credit costs for trust accounts

   57,141     66,134     (8,992 )

Loan trusts and money trusts fees (Jointly operated designated money trusts before credit costs for trust accounts)

   4,451     10,058     (5,606 )

Other trust fees

   52,690     56,076     (3,385 )

Credit costs for trust accounts (1)

   (9 )   (32 )   23  

Net interest income

   79,939     107,189     (27,249 )

Net fees and commissions

   66,103     82,428     (16,325 )

Net trading profits

   749     3,242     (2,493 )

Net other business profits

   1,293     (15,828 )   17,121  

Net gains (losses) on debt securities

   6,896     (15,950 )   22,846  
                  

General and administrative expenses

   125,105     124,336     768  
                  

Amortization of goodwill

   —       —       —    

Net business profits before credit costs for trust accounts, provision for general allowance for credit losses and amortization of goodwill

   80,121     118,830     (38,708 )
                  

Net business profits before credit costs for trust accounts and provision for general allowance for credit losses

   80,121     118,830     (38,708 )
                  

Provision for general allowance for credit losses (2)

   (1,047 )   (1,561 )   514  
                  

Net business profits*

   79,065     117,235     (38,170 )
                  

Net non-recurring gains (losses)

   (24,072 )   (15,324 )   (8,748 )
                  

Credit costs (3)

   (2,473 )   (11,110 )   8,637  

Losses on loan write-offs

   (2,263 )   (1,301 )   (961 )

Provision for specific allowance for credit losses

   (418 )   (10,952 )   10,534  

Other credit costs

   208     1,143     (934 )

Net gains (losses) on equity securities

   (16,557 )   (4,909 )   (11,647 )

Gains on sales of equity securities

   3,416     8,148     (4,732 )

Losses on sales of equity securities

   (293 )   (473 )   180  

Losses on write-down of equity securities

   (19,680 )   (12,585 )   (7,094 )

Profits (losses) from investments in affiliates

   299     1,421     (1,122 )

Other non-recurring gains (losses)

   (5,341 )   (725 )   (4,616 )
                  

Ordinary profits

   54,992     101,911     (46,918 )
                  

Net extraordinary gains (losses)

   (1,479 )   3,716     (5,195 )
                  

Gains on loans written-off (4)

   1,157     3,401     (2,243 )

Reversal of reserve for contingent losses included in credit costs (5)

   —       597     (597 )

Losses on impairment of fixed assets

   (1,765 )   (416 )   (1,349 )
                  

Income before income taxes and others

   53,513     105,627     (52,114 )
                  

Income taxes—current

   1,669     1,774     (104 )
                  

Income taxes—deferred

   20,251     40,155     (19,904 )
                  

Minority interests

   856     896     (40 )
                  

Net income

   30,736     62,800     (32,064 )
                  

 

Notes:

* Net business profits = Net business profits of MUTB + Other consolidated entities’ gross profits - Other consolidated entities’ general and administrative expenses - Other consolidated entities’ provision for general allowance for credit losses - Amortization of goodwill - Inter-company transactions

 

B-31


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

     (in millions of yen)
     For the six months ended     Increase
(Decrease)
(A) - (B)
     September 30, 2008
(A)
    September 30, 2007
(B)
   

(Reference)

                

Total credit costs (1)+(2)+(3)+(5)

   (3,529 )   (12,107 )   8,578
                

Total credit costs + Gains on loans written-off (1)+(2)+(3)+(4)+(5)

   (2,371 )   (8,706 )   6,334
                

Number of consolidated subsidiaries

   27     25     2
                

Number of affiliated companies accounted for under the equity method

   9     9     —  
                

 

B-32


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

MUTB Non-consolidated

 

     (in millions of yen)  
     For the six months ended     Increase
(Decrease)
(A) - (B)
 
     September 30, 2008
(A)
    September 30, 2007
(B)
   

Gross profits

   178,399     215,476     (37,077 )

(Gross profits before credit costs for trust accounts)*

   178,408     215,509     (37,100 )
                  

Domestic gross profits

   164,588     213,667     (49,078 )
                  

Trust fees

   51,281     59,651     (8,369 )

Trust fees before credit costs for trust accounts*

   51,290     59,683     (8,392 )

Loan trusts and money trusts fees (Jointly operated designated money trusts before credit costs for trust accounts)*

   4,451     10,058     (5,606 )

Other trust fees

   46,839     49,625     (2,785 )

Credit costs for trust accounts** (1)

   (9 )   (32 )   23  

Net interest income

   70,414     90,068     (19,653 )

Net fees and commissions

   48,322     63,351     (15,029 )

Net trading profits

   (8,737 )   4,430     (13,168 )

Net other business profits

   3,307     (3,834 )   7,142  

Net gains (losses) on debt securities

   4,856     (4,225 )   9,081  
                  

Non-domestic gross profits

   13,810     1,809     12,001  
                  

Trust fees

   —       0     (0 )

Net interest income

   10,241     16,085     (5,844 )

Net fees and commissions

   (624 )   15     (639 )

Net trading profits

   6,226     (2,344 )   8,571  

Net other business profits

   (2,032 )   (11,947 )   9,914  

Net gains (losses) on debt securities

   2,040     (11,725 )   13,765  
                  

General and administrative expenses

   99,818     99,878     (60 )
                  

Personnel expenses

   31,556     30,242     1,313  

Non-personnel expenses

   62,598     63,345     (746 )

Taxes

   5,662     6,289     (627 )
                  

Net business profits before credit costs for trust accounts and provision for general allowance for credit losses*

   78,589     115,630     (37,040 )
                  

Provision for general allowance for credit losses (2)

   (1,264 )   (1,297 )   32  
                  

Net business profits

   77,316     114,300     (36,984 )
                  

Net non-recurring gains (losses)

   (23,817 )   (16,528 )   (7,288 )
                  

Credit costs (3)

   (2,323 )   (10,987 )   8,663  

Losses on loan write-offs

   (2,185 )   (1,186 )   (998 )

Provision for specific allowance for credit losses

   (347 )   (10,943 )   10,596  

Other credit costs

   208     1,143     (934 )

Net gains (losses) on equity securities

   (16,503 )   (4,950 )   (11,553 )

Gains on sales of equity securities

   3,469     8,108     (4,638 )

Losses on sales of equity securities

   (293 )   (473 )   180  

Losses on write-down of equity securities

   (19,680 )   (12,585 )   (7,094 )

Other non-recurring gains (losses)

   (4,989 )   (590 )   (4,399 )
                  

Ordinary profits

   53,499     97,772     (44,273 )
                  

Net extraordinary gains (losses)

   (1,479 )   2,465     (3,945 )
                  

Gains on loans written-off (4)

   1,105     3,330     (2,225 )

Reversal of reserve for contingent losses included in credit costs (5)

   —       597     (597 )

Losses on impairment of fixed assets

   (1,765 )   (3,391 )   1,625  
                  

Income before income taxes

   52,019     100,237     (48,218 )
                  

Income taxes—current

   (297 )   (231 )   (66 )
                  

Income taxes—deferred

   20,371     39,752     (19,381 )
                  

Net income

   31,944     60,715     (28,771 )
                  

 

Notes:
* Amounts before credit costs for loans in trusts with contracts for compensating the principal amounts
** Credit costs for loans in trusts with contracts for compensating the principal amounts

 

B-33


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

     (in millions of yen)
     For the six months ended     Increase
(Decrease)
(A) - (B)
     September 30, 2008
(A)
    September 30, 2007
(B)
   

(Reference)

                

Total credit costs (1)+(2)+(3)+(5)

   (3,597 )   (11,720 )   8,122
                

Total credit costs + Gains on loans written-off (1)+(2)+(3)+(4)+(5)

   (2,492 )   (8,389 )   5,896
                

 

B-34


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

2. Average Interest Rate Spread

BTMU Non-consolidated

 

     (percentage per annum)

(All branches)

   For the six months
ended

September 30, 2008
(A)
   Increase
(Decrease)
(A) - (B)
    For the six months
ended
September 30, 2007
(B)

Total average interest rate on interest-earning assets (a)

   2.11    (0.15 )   2.27

Average interest rate on loans and bills discounted (b)

   2.22    (0.11 )   2.33

Average interest rate on securities

   1.61    (0.12 )   1.74
               

Total average interest rate on interest-bearing liabilities (c)
<including general and administrative expenses>

   1.91    (0.22 )   2.14
               

Average interest rate on deposits and NCD (d)

   0.62    (0.16 )   0.79

Average interest rate on other liabilities

   2.64    (0.30 )   2.95
               

Overall interest rate spread (a)-(c)

   0.20    0.06     0.13
               

Interest rate spread (b)-(d)

   1.59    0.05     1.53
               

(Domestic business segment)

               

Total average interest rate on interest-earning assets (e)

   1.48    0.11     1.36
               

Average interest rate on loans and bills discounted (f)

   1.81    0.06     1.74

Average interest rate on securities

   1.13    0.13     1.00
               

Total average interest rate on interest-bearing liabilities (g)
<including general and administrative expenses>

   1.26    0.10     1.16
               

Average interest rate on deposits and NCD (h)

   0.29    0.04     0.24

Average interest rate on other liabilities

   1.03    0.05     0.97
               

Overall interest rate spread (e)-(g)

   0.21    0.01     0.20
               

Interest rate spread (f)-(h)

   1.51    0.01     1.50
               

 

B-35


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

MUTB Non-consolidated

 

     (percentage per annum)

(All branches)

   For the six months
ended

September 30, 2008
(A)
   Increase
(Decrease)
(A) - (B)
    For the six months
ended

September 30, 2007
(B)

Total average interest rate on interest-earning assets (a)

   1.81    (0.38 )   2.20

Average interest rate on loans and bills discounted (b)

   1.60    (0.05 )   1.65

Average interest rate on securities

   2.23    (0.90 )   3.13
               

Total average interest rate on interest-bearing liabilities (c)

   0.93    (0.03 )   0.96
               

Average interest rate on deposits and NCD (d)

   0.73    (0.09 )   0.82
               

Overall interest rate spread (a)-(c)

   0.88    (0.34 )   1.23
               

Interest rate spread (b)-(d)

   0.87    0.04     0.82
               

(Domestic business segment)

       

Total average interest rate on interest-earning assets (e)

   1.45    (0.17 )   1.63
               

Average interest rate on loans and bills discounted (f)

   1.50    0.05     1.44

Average interest rate on securities

   1.69    (0.68 )   2.38
               

Total average interest rate on interest-bearing liabilities (g)

   0.57    0.14     0.42
               

Average interest rate on deposits and NCD (h)

   0.56    0.17     0.39
               

Overall interest rate spread (e)-(g)

   0.88    (0.31 )   1.20
               

Interest rate spread (f)-(h)

   0.93    (0.12 )   1.05
               

BTMU and MUTB Combined

 

     (percentage per annum)

(Domestic business segment)

   For the six months
ended

September 30, 2008
(A)
   Increase
(Decrease)
(A) - (B)
    For the six months
ended

September 30, 2007
(B)

Average interest rate on loans and bills discounted (a)

   1.76    0.06     1.70
               

Average interest rate on deposits and NCD (b)

   0.32    0.06     0.25
               

Interest rate spread (a)-(b)

   1.44    (0.00 )   1.44
               

 

B-36


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

3. Notional Principal by the Remaining Life of the Interest Rate Swaps for Hedge-Accounting

MUFG Consolidated

 

     (in billions of yen)
     As of September 30, 2008
     within
1 year
   1 year to
5 years
   over
5 years
   Total

Receive-fix / pay-floater

   15,437.5    10,341.1    435.6    26,214.4

Receive-floater / pay-fix

   1,057.7    1,307.6    383.5    2,748.9

Receive-floater / pay-floater

   —      —      20.0    20.0

Receive-fix / pay-fix

   —      —      —      —  
                   

Total

   16,495.3    11,648.8    839.2    28,983.4
                   

 

BTMU Consolidated

 

           
     (in billions of yen)
     As of September 30, 2008
     within
1 year
   1 year to
5 years
   over
5 years
   Total

Receive-fix / pay-floater

   14,915.2    9,692.0    463.2    25,070.5

Receive-floater / pay-fix

   1,035.7    923.0    291.4    2,250.2

Receive-floater / pay-floater

   —      —      20.0    20.0

Receive-fix / pay-fix

   —      —      —      —  
                   

Total

   15,950.9    10,615.1    774.7    27,340.7
                   

 

MUTB Consolidated

 

           
     (in billions of yen)
     As of September 30, 2008
     within
1 year
   1 year to
5 years
   over
5 years
   Total

Receive-fix / pay-floater

   1,064.9    2,845.7    106.0    4,016.6

Receive-floater / pay-fix

   85.1    469.8    264.8    819.8

Receive-floater / pay-floater

   —      —      —      —  

Receive-fix / pay-fix

   —      —      —      —  
                   

Total

   1,150.0    3,315.5    370.8    4,836.4
                   

 

B-37


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

4. Securities

MUFG Consolidated

Fair Value Information on Securities

 

     (in millions of yen)  
     As of September 30, 2008     As of March 31, 2008  
     Amount on
consolidated
balance sheet
   Net unrealized
gains (losses)
    Amount on
consolidated
balance sheet
   Net unrealized
gains (losses)
 

Debt securities being held to maturity

   2,378,430    7,594     2,941,975    20,237  

Domestic bonds

   2,133,993    6,801     2,805,196    19,153  

Government bonds

   1,807,176    4,880     2,496,983    15,133  

Municipal bonds

   69,002    669     71,844    1,229  

Corporate bonds

   257,813    1,251     236,368    2,790  

Other

   244,436    793     136,778    1,083  

Foreign bonds

   22,384    793     20,934    1,084  

Other

   222,052    —       115,844    (0 )
     (in millions of yen)  
     As of September 30, 2008     As of March 31, 2008  
     Amount on
consolidated
balance sheet
   Net unrealized
gains (losses)
    Amount on
consolidated
balance sheet
   Net unrealized
gains (losses)
 

Other securities

   34,329,155    244     36,162,180    1,004,875  

Domestic equity securities

   5,010,911    860,656     5,674,702    1,377,953  

Domestic bonds

   17,658,600    (10,409 )   17,062,116    (8,847 )

Government bonds

   15,704,955    (9,674 )   15,343,602    (23,065 )

Municipal bonds

   280,684    1,148     202,574    3,767  

Corporate bonds

   1,672,961    (1,883 )   1,515,939    10,450  

Other

   11,659,643    (850,002 )   13,425,362    (364,231 )

Foreign equity securities

   144,176    27,034     192,234    95,154  

Foreign bonds

   7,213,911    (102,776 )   8,415,050    (20,800 )

Other

   4,301,555    (774,259 )   4,818,077    (438,584 )

 

1. The tables include negotiable certificates of deposits in “Cash and due from banks”, beneficiary certificates of commodity investment trusts in “Monetary claims bought” and others in addition to “Securities”.
2. Net unrealized gains (losses) are determined based on the fair values at the end of the fiscal period.

 

B-38


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

BTMU Non-consolidated

Fair Value Information on Securities

 

     (in millions of yen)  
     As of September 30, 2008     As of March 31, 2008  
     Amount on
balance sheet
   Net unrealized
gains (losses)
    Amount on
balance sheet
   Net unrealized
gains (losses)
 

Debt securities being held to maturity

   1,244,506    (1,681 )   1,888,451    2,156  

Stocks of subsidiaries and affiliates

   394,794    431,895     564,468    230,897  
     (in millions of yen)  
     As of September 30, 2008     As of March 31, 2008  
     Amount on
balance sheet
   Net unrealized
gains (losses)
    Amount on
balance sheet
   Net unrealized
gains (losses)
 

Other securities

   26,923,066    (230,919 )   28,384,703    521,370  

Domestic equity securities

   3,991,368    399,919     4,521,397    813,434  

Domestic bonds

   14,530,857    4,712     14,032,208    (33,744 )

Other

   8,400,840    (635,551 )   9,831,097    (258,318 )

Foreign equity securities

   125,012    28,448     181,288    96,125  

Foreign bonds

   4,769,086    (58,990 )   5,650,087    (18,028 )

Other

   3,506,741    (605,009 )   3,999,720    (336,415 )

 

1. The tables include negotiable certificates of deposits in “Cash and due from banks”, beneficiary certificates of commodity investment trusts in “Monetary claims bought” and others in addition to “Securities”.
2. Net unrealized gains (losses) are determined based on the fair values at the end of the fiscal period.

Redemption Schedule of Other Securities with Maturities and Debt Securities Being Held to Maturity

 

     (in millions of yen)
     As of September 30, 2008
     within
1 year
   1 year to
5 years
   5 years to
10 years
   Over
10 years

Domestic bonds

   7,694,714    5,381,376    3,729,421    2,077,892

Government bonds

   7,053,296    2,571,109    2,799,183    1,430,984

Municipal bonds

   11,203    67,168    176,013    414

Corporate bonds

   630,214    2,743,099    754,224    646,493

Other

   683,441    2,183,754    1,317,757    3,980,730

Foreign bonds

   375,054    1,955,883    553,480    2,179,066

Other

   308,387    227,870    764,276    1,801,663

Total

   8,378,155    7,565,131    5,047,178    6,058,622
     (in millions of yen)
     As of March 31, 2008
     within
1 year
   1 year to
5 years
   5 years to
10 years
   Over
10 years

Domestic bonds

   8,354,643    4,949,482    3,751,219    2,140,905

Government bonds

   7,666,459    2,236,554    2,804,031    1,597,262

Municipal bonds

   1,934    69,182    102,839    3,440

Corporate bonds

   686,249    2,643,745    844,349    540,202

Other

   628,813    2,324,552    1,455,500    4,761,405

Foreign bonds

   426,815    2,072,678    633,612    2,720,542

Other

   201,998    251,873    821,887    2,040,863

Total

   8,983,457    7,274,034    5,206,720    6,902,311

 

The tables include negotiable certificates of deposits in “Cash and due from banks”, beneficiary certificates of commodity investment trusts in “Monetary claims bought” and others in addition to “Securities”.

 

B-39


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

MUTB Non-consolidated

Fair Value Information on Securities

 

     (in millions of yen)  
     As of September 30, 2008     As of March 31, 2008  
     Amount on
balance sheet
   Net unrealized
gains (losses)
    Amount on
balance sheet
   Net unrealized
gains (losses)
 

Debt securities being held to maturity

   980,554    10,633     909,383    18,023  

Stocks of subsidiaries and affiliates

   6,496    (2,389 )   6,496    (1,709 )
     (in millions of yen)  
     As of September 30, 2008     As of March 31, 2008  
     Amount on
balance sheet
   Net unrealized
gains (losses)
    Amount on
balance sheet
   Net unrealized
gains (losses)
 

Other securities

   5,837,223    9,313     6,012,339    194,332  

Domestic equity securities

   978,406    172,506     1,075,746    250,074  

Domestic bonds

   2,710,877    (12,575 )   2,595,869    23,869  

Other

   2,147,940    (150,616 )   2,340,723    (79,610 )

Foreign equity securities

   14,041    (2,143 )   9,806    (449 )

Foreign bonds

   1,566,329    (46,702 )   1,798,001    (12,541 )

Other

   567,570    (101,770 )   532,915    (66,619 )

 

1. The tables include negotiable certificates of deposits in “Cash and due from banks”, beneficiary certificates of commodity investment trusts in “Monetary claims bought” and others in addition to “Securities”.
2. Net unrealized gains (losses) are determined based on the fair values at the end of the fiscal period.

Redemption Schedule of Other Securities with Maturities and Debt Securities Being Held to Maturity

 

     (in millions of yen)
     As of September 30, 2008
     within
1 year
   1 year to
5 years
   5 years to
10 years
   Over
10 years

Domestic bonds

   503,015    2,697,063    471,008    61,874

Government bonds

   457,707    2,269,091    452,482    58,138

Municipal bonds

   24,930    51,014    972    51

Corporate bonds

   20,377    376,956    17,554    3,684

Other

   133,235    888,346    697,240    192,816

Foreign bonds

   127,065    718,844    554,104    164,309

Other

   6,169    169,502    143,136    28,506

Total

   636,250    3,585,409    1,168,248    254,690
     (in millions of yen)
     As of March 31, 2008
     within
1 year
   1 year to
5 years
   5 years to
10 years
   Over
10 years

Domestic bonds

   339,190    2,373,863    776,156    63,960

Government bonds

   299,730    1,997,284    737,671    59,552

Municipal bonds

   19,499    60,824    1,599    406

Corporate bonds

   19,960    315,754    36,885    4,002

Other

   109,503    856,819    901,088    257,781

Foreign bonds

   107,924    703,530    757,357    227,180

Other

   1,579    153,289    143,730    30,600

Total

   448,693    3,230,683    1,677,245    321,742

 

The tables include negotiable certificates of deposits in “Cash and due from banks”, beneficiary certificates of commodity investment trusts in “Monetary claims bought” and others in addition to “Securities”.

 

B-40


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

5. Return on Equity

MUFG Consolidated

 

     (%)
     For the six months
ended

September 30, 2008
(A)
   Increase
(Decrease)
(A) - (B)
    For the six months
ended

September 30, 2007
(B)

ROE (*)

   2.58    (5.32 )   7.90

 

(*) ROE is computed as follows:

 

Net income for six months × 2 - Equivalent of annual dividends on nonconvertible preferred stocks

  

 

 

 

x 100

{(Total shareholders’ equity at the beginning of the period - Number of nonconvertible preferred shares at the beginning of the period × Issue price + Foreign currency translation adjustments at the beginning of the period) + (Total shareholders’ equity at the end of the period - Number of nonconvertible preferred shares at the end of the period × Issue price + Foreign currency translation adjustments at the end of the period)} / 2   

 

B-41


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

6. Risk-Adjusted Capital Ratio Based on the Basel 2 Standards

MUFG Consolidated

 

             (in billions of yen)  
             As of
September 30, 2008
(A)
(Preliminary basis)
    Increase
(Decrease)
(A) - (B)
    As of
March 31, 2008
(B)
 

(1)

    Risk-adjusted capital ratio    10.55 %   (0.64 )%   11.19 %
    Tier 1 ratio    7.63 %   0.02 %   7.60 %

(2)

    Tier 1 capital    8,380.4     86.7     8,293.7  

(3)

    Qualified Tier 2 capital    3,766.0     (675.7 )   4,441.8  
  i)   The amount of unrealized gains on investment securities    —       (462.4 )   462.4  
  ii)   The amount of land revaluation excess    153.4     (0.8 )   154.2  
  iii)   Subordinated debts    3,439.6     (199.8 )   3,639.5  

(4)

    Qualified Tier 3 capital    —       —       —    

(5)

    Deductions from total qualifying capital    556.3     36.6     519.7  

(6)

    Net qualifying capital (2)+(3)+(4)-(5)    11,590.2     (625.5 )   12,215.8  

(7)

    Risk-adjusted assets    109,789.1     713.5     109,075.6  

BTMU Consolidated

 

             (in billions of yen)  
             As of
September 30, 2008
(A)
(Preliminary basis)
    Increase
(Decrease)
(A) - (B)
    As of
March 31, 2008
(B)
 

(1)

    Risk-adjusted capital ratio    10.63 %   (0.56 )%   11.20 %
    Tier 1 ratio    7.34 %   (0.08 )%   7.43 %

(2)

    Tier 1 capital    6,844.1     (193.3 )   7,037.5  

(3)

    Qualified Tier 2 capital    3,445.2     (472.3 )   3,917.5  
  i)   The amount of unrealized gains on investment securities    —       (233.7 )   233.7  
  ii)   The amount of land revaluation excess    188.3     (2.0 )   190.4  
  iii)   Subordinated debts    3,161.1     (146.7 )   3,307.9  

(4)

    Qualified Tier 3 capital    —       —       —    

(5)

    Deductions from total qualifying capital    382.4     38.3     344.1  

(6)

    Net qualifying capital (2)+(3)+(4)-(5)    9,906.9     (704.0 )   10,611.0  

(7)

    Risk-adjusted assets    93,138.0     (1,548.8 )   94,686.8  

 

B-42


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

MUTB Consolidated

 

             (in billions of yen)  
             As of
September 30, 2008
(A)
(Preliminary basis)
    Increase
(Decrease)
(A) - (B)
    As of
March 31, 2008
(B)
 

(1)

    Risk-adjusted capital ratio    12.73 %   (0.39 )%   13.13 %
    Tier 1 ratio    10.71 %   0.77 %   9.94 %

(2)

    Tier 1 capital    1,375.7     126.7     1,248.9  

(3)

    Qualified Tier 2 capital    297.6     (144.8 )   442.5  
  i)   The amount of unrealized gains on investment securities    6.9     (82.8 )   89.8  
  ii)   The amount of land revaluation excess    (0.9 )   0.2     (1.1 )
  iii)   Subordinated debts    291.6     (62.2 )   353.8  

(4)

    Qualified Tier 3 capital    —       —       —    

(5)

    Deductions from total qualifying capital    37.9     (3.3 )   41.3  

(6)

    Net qualifying capital (2)+(3)+(4)-(5)    1,635.4     (14.7 )   1,650.2  

(7)

    Risk-adjusted assets    12,843.3     278.1     12,565.1  

 

Note: Risk-adjusted capital ratio of Mitsubishi UFJ Financial Group, Inc. is computed in accordance with the Notification of the Financial Services Agency No.20, 2006. Risk-adjusted capital ratio of The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Mitsubishi UFJ Trust and Banking Corporation are computed in accordance with the Notification of the Financial Services Agency No.19, 2006.

 

B-43


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

7. Risk-Monitored Loans

MUFG Consolidated

(1) Risk-Monitored Loans

 

    (in millions of yen)  
    As of
September 30, 2008
(A)
  % to total
loans and bills
discounted
    As of
March 31, 2008
(B)
  % to total
loans and bills
discounted
    Increase
(Decrease)
(A) - (B)
    % to total
loans and bills
discounted
 

Loans to bankrupt borrowers

  70,362   0.07 %   43,298   0.04 %   27,063     0.02 %

Non-accrual delinquent loans

  928,338   1.02 %   737,926   0.83 %   190,412     0.19 %

Accruing loans contractually past due 3 months or more

  17,708   0.01 %   17,900   0.02 %   (192 )   (0.00 )%

Restructured loans

  434,086   0.47 %   477,544   0.53 %   (43,458 )   (0.05 )%
                               

Total risk monitored loans

  1,450,495   1.60 %   1,276,670   1.44 %   173,824     0.16 %
                               

Total loans and bills discounted

  90,445,118     88,538,810     1,906,307    
                   

Written-off

  779,419     691,894     87,525    

(2) Allowance for Credit Losses

 

    (in millions of yen)  
    As of
September 30, 2008
(A)
  % to total
risk
monitored
loans
    As of
March 31, 2008
(B)
  % to total
risk
monitored
loans
    Increase
(Decrease)
(A) - (B)
    % to total
risk
monitored
loans
 

Allowance for credit losses

  1,106,293   76.27 %   1,080,502   84.63 %   25,791     (8.36 )%

General allowance for credit losses

  753,425     776,577     (23,152 )  

Specific allowance for credit losses

  352,867     303,867     48,999    

Allowance for credit to specific foreign borrowers

  0     56     (56 )  

 

B-44


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

(3) Classification of Risk-Monitored Loans

 

Classified by Geographic Area

 

     (in millions of yen)  
     As of
September 30, 2008
(A)
   As of
March 31, 2008
(B)
   Increase
(Decrease)
(A) - (B)
 

Domestic

   1,325,800    1,217,375    108,425  

Overseas

   124,694    59,295    65,399  

Asia

   24,357    13,161    11,196  

Indonesia

   664    1,936    (1,271 )

Thailand

   1,843    1,762    81  

Hong Kong

   3,518    3,822    (304 )

Other

   18,331    5,640    12,691  

United States of America

   78,929    24,840    54,089  

Other

   21,406    21,293    112  
                

Total

   1,450,495    1,276,670    173,824  
                

Classified by Industry

 

     (in millions of yen)  
     As of
September 30, 2008
(A)
   As of
March 31, 2008
(B)
   Increase
(Decrease)
(A) - (B)
 

Domestic

   1,325,800    1,217,375    108,425  

Manufacturing

   161,168    149,993    11,174  

Construction

   64,454    43,072    21,381  

Wholesale and retail

   137,625    137,395    229  

Finance and insurance

   13,461    18,555    (5,094 )

Real estate

   267,735    188,233    79,502  

Services

   148,317    155,563    (7,246 )

Other industries

   140,449    149,814    (9,365 )

Consumer

   392,589    374,745    17,843  

Overseas

   124,694    59,295    65,399  

Financial institutions

   22,755    7,061    15,693  

Commercial and industrial

   94,419    46,147    48,272  

Other

   7,519    6,086    1,433  
                

Total

   1,450,495    1,276,670    173,824  
                

 

Note: MUTB adjusted its method of monitoring risk-monitored loans classified by industry. As a result, loans to proprietors, which were previously reported as part of “Consumer” are included in “Real estate”. “Real estate” and “Consumer” as of March 31, 2008, as adjusted by using the new method of monitoring, are 197,701 million yen and 365,277 million yen, respectively.

 

B-45


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

BTMU Non-consolidated

(1) Risk-Monitored Loans

 

    (in millions of yen)  
    As of
September 30, 2008
(A)
  % to total
loans and bills
discounted
    As of
March 31, 2008
(B)
  % to total
loans and bills
discounted
    Increase
(Decrease)
(A) - (B)
    % to total
loans and bills
discounted
 

Loans to bankrupt borrowers

  57,094   0.07 %   36,744   0.05 %   20,349     0.02 %

Non-accrual delinquent loans

  698,665   0.96 %   530,283   0.75 %   168,382     0.21 %

Accruing loans contractually past due 3 months or more

  11,146   0.01 %   12,911   0.01 %   (1,764 )   (0.00 )%

Restructured loans

  307,889   0.42 %   333,400   0.47 %   (25,510 )   (0.04 )%
                               

Total risk monitored loans

  1,074,795   1.48 %   913,340   1.29 %   161,455     0.19 %
                               

Total loans and bills discounted

  72,228,207     70,397,804     1,830,402    
                   

Written-off

  552,396     484,411     67,985    

(2) Allowance for Credit Losses

 

    (in millions of yen)  
    As of
September 30, 2008
(A)
  % to total
risk
monitored
loans
    As of
March 31, 2008
(B)
  % to total
risk
monitored
loans
    Increase
(Decrease)
(A) - (B)
    % to total
risk
monitored
loans
 

Allowance for credit losses

  674,415   62.74 %   640,596   70.13 %   33,819     (7.38 )%

General allowance for credit losses

  452,126     470,211     (18,085 )  

Specific allowance for credit losses

  222,289     170,328     51,960    

Allowance for credit to specific foreign borrowers

  0     56     (56 )  

(3) Classification of Risk-Monitored Loans

Classified by Geographic Area

 

     (in millions of yen)  
     As of
September 30, 2008
(A)
   As of
March 31, 2008
(B)
   Increase
(Decrease)
(A) - (B)
 

Domestic

   1,007,635    875,077    132,558  

Overseas

   67,160    38,263    28,897  

Asia

   6,796    7,560    (763 )

Indonesia

   115    1,036    (921 )

Thailand

   1,843    1,762    81  

Hong Kong

   3,518    3,822    (304 )

Other

   1,318    938    380  

United States of America

   42,769    13,505    29,263  

Other

   17,594    17,197    397  
                

Total

   1,074,795    913,340    161,455  
                

 

B-46


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

Classified by Industry

 

     (in millions of yen)  
     As of
September 30, 2008
(A)
   As of
March 31, 2008
(B)
   Increase
(Decrease)
(A) - (B)
 

Domestic

   1,007,635    875,077    132,558  

Manufacturing

   141,003    122,244    18,758  

Construction

   61,324    39,954    21,369  

Wholesale and retail

   128,822    127,864    957  

Finance and insurance

   9,068    5,039    4,029  

Real estate

   236,425    174,444    61,980  

Services

   138,295    140,177    (1,882 )

Other industries

   134,036    135,103    (1,066 )

Consumer

   158,659    130,247    28,411  

Overseas

   67,160    38,263    28,897  

Financial institutions

   22,755    7,061    15,693  

Commercial and industrial

   44,166    30,569    13,597  

Other

   238    632    (394 )
                

Total

   1,074,795    913,340    161,455  
                

MUTB Non-consolidated

(1) Risk-Monitored Loans

 

    (in millions of yen)  
    As of
September 30, 2008
(A)
  % to total
loans and bills
discounted
    As of
March 31, 2008
(B)
  % to total
loans and bills
discounted
    Increase
(Decrease)
(A) - (B)
    % to total
loans and bills
discounted
 

Loans to bankrupt borrowers

  6,259   0.06 %   1,269   0.01 %   4,989     0.05 %

Non-accrual delinquent loans

  40,287   0.41 %   53,134   0.54 %   (12,847 )   (0.12 )%

Accruing loans contractually past due 3 months or more

  567   0.00 %   1,446   0.01 %   (879 )   (0.00 )%

Restructured loans

  27,493   0.28 %   35,909   0.36 %   (8,415 )   (0.08 )%
                               

Total risk monitored loans

  74,607   0.77 %   91,759   0.93 %   (17,152 )   (0.16 )%
                               

Total loans and bills discounted

  9,600,573     9,778,877     (178,303 )  
                   

Written-off

  44,433     30,651     13,782    
                   

(2) Allowance for Credit Losses

 

    (in millions of yen)  
    As of
September 30, 2008
(A)
  % to total
risk
monitored
loans
    As of
March 31, 2008
(B)
  % to total
risk
monitored
loans
    Increase
(Decrease)
(A) - (B)
    % to total
risk
monitored
loans
 

Allowance for credit losses

  89,290   119.68 %   100,756   109.80 %   (11,465 )   9.87 %

General allowance for credit losses

  80,002     78,737     1,264    

Specific allowance for credit losses

  9,287     22,018     (12,730 )  

Allowance for credit to specific foreign borrowers

  —       —       —      

 

B-47


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

(3) Classification of Risk-Monitored Loans

Classified by Geographic Area

 

     (in millions of yen)  
     As of
September 30, 2008
(A)
   As of
March 31, 2008
(B)
   Increase
(Decrease)
(A) - (B)
 

Domestic

   70,404    89,060    (18,656 )

Overseas

   4,203    2,699    1,503  

Asia

   517    11    506  

Indonesia

   —      11    (11 )

Thailand

   —      —      —    

Hong Kong

   —      —      —    

Other

   517    —      517  

United States of America

   3,671    2,674    997  

Other

   13    14    (0 )
                

Total

   74,607    91,759    (17,152 )
                

Classified by Industry

 

     (in millions of yen)  
     As of
September 30, 2008
(A)
   As of
March 31, 2008
(B)
   Increase
(Decrease)
(A) - (B)
 

Domestic

   70,404    89,060    (18,656 )

Manufacturing

   13,974    20,403    (6,429 )

Construction

   1,235    831    404  

Wholesale and retail

   4,513    5,253    (740 )

Finance and insurance

   3,975    13,024    (9,048 )

Real estate

   21,068    3,771    17,297  

Services

   5,147    7,184    (2,036 )

Other industries

   5,671    14,159    (8,488 )

Consumer

   14,818    24,432    (9,614 )

Overseas

   4,203    2,699    1,503  

Financial institutions

   —      —      —    

Commercial and industrial

   4,189    2,685    1,503  

Other

   13    14    (0 )
                

Total

   74,607    91,759    (17,152 )
                

 

Note: MUTB adjusted its method of monitoring risk-monitored loans classified by industry. As a result, loans to proprietors, which were previously reported as part of “Consumer” are included in “Real estate”. “Real estate” and “Consumer” as of March 31, 2008, as adjusted by using the new method of monitoring, are 13,239 million yen and 14,963 million yen, respectively.

 

B-48


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

MUTB Non-consolidated: Trust Accounts

“Trust accounts” represents trust accounts with contracts indemnifying the principal amounts.

(1) Risk-Monitored Loans

 

    (in millions of yen)  
    As of
September 30, 2008
(A)
  % to total
loans and bills
discounted
    As of
March 31, 2008
(B)
  % to total
loans and bills
discounted
    Increase
(Decrease)
(A) - (B)
    % to total
loans and bills
discounted
 

Loans to bankrupt borrowers

  111   0.07 %   105   0.06 %   6     0.00 %

Non-accrual delinquent loans

  42   0.02 %   7   0.00 %   34     0.02 %

Accruing loans contractually past due 3 months or more

  41   0.02 %   74   0.04 %   (32 )   (0.01 )%

Restructured loans

  968   0.66 %   1,081   0.70 %   (112 )   (0.04 )%
                               

Total risk monitored loans

  1,164   0.80 %   1,268   0.83 %   (104 )   (0.02 )%
                               

Total loans and bills discounted

  145,226     152,562     (7,335 )  
                   

(2) Allowance for Credit Losses

 

     (in millions of yen)  
     As of
September 30, 2008
(A)
   As of
March 31, 2008
(B)
   Increase
(Decrease)
(A) - (B)
 

Special internal reserves

   1,079    1,382    (303 )

Allowance for bad debts

   435    457    (22 )

(3) Classification of Risk-Monitored Loans

Classified by Industry

 

     (in millions of yen)  
     As of
September 30, 2008
(A)
   As of
March 31, 2008
(B)
   Increase
(Decrease)
(A) - (B)
 

Domestic

   1,164    1,268    (104 )

Manufacturing

   —      —      —    

Construction

   —      —      —    

Wholesale and retail

   —      —      —    

Finance and insurance

   —      —      —    

Real estate

   391    137    253  

Services

   224    235    (11 )

Other industries

   —      —      —    

Consumer

   549    895    (346 )
                

Total

   1,164    1,268    (104 )
                

 

Note: MUTB adjusted its method of monitoring risk-monitored loans classified by industry. As a result, loans to proprietors, which were previously reported as part of “Consumer” are included in “Real estate”. “Real estate” and “Consumer” as of March 31, 2008, as adjusted by using the new method of monitoring, are 397 million yen and 635 million yen, respectively.

 

B-49


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

8. Non Performing Loans Based on the Financial Reconstruction Law (the “FRL”)

BTMU and MUTB Combined including Trust Accounts

“Trust accounts” represents trust accounts with contracts indemnifying the principal amounts.

(1) Non Performing Loans

 

     (in millions of yen)  
     As of
September 30, 2008
(A)
    As of
March 31, 2008
(B)
    Increase
(Decrease)
(A) - (B)
 

Bankrupt or De facto Bankrupt

   149,383     117,786     31,596  

Doubtful

   720,889     556,092     164,796  

Special Attention

   348,024     384,684     (36,660 )

Non Performing Loans (1)

   1,218,296     1,058,563     159,733  

Normal

   93,374,495     90,902,911     2,471,583  

Total

   94,592,791     91,961,475     2,631,316  

Non Performing loans / Total

   1.28 %   1.15 %   0.13 %

(2) Status of Coverage of Non Performing Loans

 

     (in millions of yen)  
     As of
September 30, 2008
(A)
    As of
March 31, 2008
(B)
    Increase
(Decrease)
(A) - (B)
 

Covered amount (2)

   944,990     818,177     126,813  

Allowance for credit losses

   332,753     289,897     42,855  

Collateral, guarantees, etc.

   612,236     528,279     83,957  

Coverage ratio (2) / (1)

   77.56 %   77.29 %   0.27 %

(3) Coverage Ratio

 

     (in millions of yen)  

Category

   Loan amount
(A)
    Allowance for
credit losses
(B)
    Covered by
collateral
and/or

guarantees
(C)
    Coverage
ratio for
unsecured
portion
(B) / [(A)-(C)]
   Coverage ratio
[(B)+(C)] / (A)
 

Bankrupt or De facto Bankrupt

   149,383     2,812     146,570        100.00 %
   [117,786 ]   [3,113 ]   [114,673 ]      [100.00 %]

Doubtful

   720,889     234,179     340,811        79.76 %
   [556,092 ]   [186,299 ]   [267,191 ]      [81.54 %]

Special Attention

   348,024     95,761     124,855        63.39 %
   [384,684 ]   [100,485 ]   [146,414 ]      [64.18 %]

Total

   1,218,296     332,753     612,236        77.56 %
   [1,058,563 ]   [289,897 ]   [528,279 ]      [77.29 %]

 

Note: The upper figures are as of September 30, 2008. The lower figures with bracket are as of March 31, 2008.

 

B-50


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

BTMU Non-consolidated

(1) Non Performing Loans

 

     (in millions of yen)  
     As of
September 30, 2008
(A)
    As of
March 31, 2008
(B)
    Increase
(Decrease)
(A) - (B)
 

Bankrupt or De facto Bankrupt

   136,129     108,751     27,377  

Doubtful

   686,785     510,355     176,429  

Special Attention

   319,036     346,311     (27,275 )
                  

Non Performing Loans (1) 

   1,141,950     965,419     176,531  
                  

Normal

   83,412,962     80,839,067     2,573,895  
                  

Total

   84,554,913     81,804,486     2,750,426  
                  

Non Performing loans / Total

   1.35 %   1.18 %   0.17 %

(2) Status of Coverage of Non Performing Loans

 

     (in millions of yen)  
     As of
September 30, 2008
(A)
    As of
March 31, 2008
(B)
    Increase
(Decrease)
(A) - (B)
 

Covered amount (2)

   879,068     741,970     137,097  

Allowance for credit losses

   315,923     258,272     57,650  

Collateral, guarantees, etc.

   563,144     483,698     79,446  

Coverage ratio (2) / (1) 

   76.97 %   76.85 %   0.12 %

(3) Coverage Ratio

 

     (in millions of yen)  

Category

   Loan amount
(A)
    Allowance for
credit losses
(B)
    Covered by
collateral

and/or
guarantees
(C)
    Coverage
ratio for
unsecured
portion
(B) / [(A)-(C)]
    Coverage ratio
[(B)+(C)] / (A)
 

Bankrupt or De facto Bankrupt

   136,129     2,185     133,943     100.00 %   100.00 %
   [108,751 ]   [2,907 ]   [105,844 ]   [100.00 %]   [100.00 %]

Doubtful

   686,785     226,053     317,837     61.26 %   79.19 %
   [510,355 ]   [164,774 ]   [246,273 ]   [62.39 %]   [80.54 %]

Special Attention

   319,036     87,684     111,362     42.22 %   62.39 %
   [346,311 ]   [90,590 ]   [131,580 ]   [42.18 %]   [64.15 %]

Total

   1,141,950     315,923     563,144     54.58 %   76.97 %
   [965,419 ]   [258,272 ]   [483,698 ]   [53.61 %]   [76.85 %]

 

Note: The upper figures are as of September 30, 2008. The lower figures with bracket are as of March 31, 2008.

 

B-51


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

MUTB Non-consolidated

(1) Non Performing Loans

 

     (in millions of yen)  
     As of
September 30, 2008
(A)
    As of
March 31, 2008
(B)
    Increase
(Decrease)
(A) - (B)
 

Bankrupt or De facto Bankrupt

   13,100     8,869     4,231  

Doubtful

   34,020     45,578     (11,558 )

Special Attention

   28,061     37,427     (9,366 )
                  

Non Performing Loans (1)

   75,181     91,875     (16,694 )
                  

Normal

   9,817,470     9,912,550     (95,080 )
                  

Total

   9,892,651     10,004,426     (111,774 )
                  

Non Performing loans / Total

   0.75 %   0.91 %   (0.15 )%

(2) Status of Coverage of Non Performing Loans

 

     (in millions of yen)  
     As of
September 30, 2008
(A)
    As of
March 31, 2008
(B)
    Increase
(Decrease)
(A) - (B)
 

Covered amount (2)

   64,970     75,168     (10,197 )

Allowance for credit losses

   16,830     31,625     (14,795 )

Collateral, guarantees, etc.

   48,140     43,542     4,597  

Coverage ratio (2) / (1) 

   86.41 %   81.81 %   4.60 %

(3) Coverage Ratio

 

     (in millions of yen)  

Category

   Loan amount
(A)
    Allowance for
credit losses
(B)
    Covered by
collateral

and/or
guarantees
(C)
    Coverage
ratio for
unsecured
portion
(B) / [(A)-(C)]
    Coverage ratio
[(B)+(C)] / (A)
 

Bankrupt or De facto Bankrupt

   13,100     627     12,472     100.00 %   100.00 %
   [8,869 ]   [205 ]   [8,663 ]   [100.00 %]   [100.00 %]

Doubtful

   34,020     8,125     22,892     73.02 %   91.17 %
   [45,578 ]   [21,524 ]   [20,766 ]   [86.74 %]   [92.78 %]

Special Attention

   28,061     8,076     12,774     52.83 %   74.30 %
   [37,427 ]   [9,894 ]   [14,112 ]   [42.44 %]   [64.14 %]
                              

Total

   75,181     16,830     48,140     62.23 %   86.41 %
   [91,875 ]   [31,625 ]   [43,542 ]   [65.43 %]   [81.81 %]
                              

 

Note: The upper figures are as of September 30, 2008. The lower figures with bracket are as of March 31, 2008.

 

B-52


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

MUTB Non-consolidated: Trust Accounts

“Trust accounts” represents trust accounts with contracts indemnifying the principal amounts.

(1) Non Performing Loans

 

     (in millions of yen)  
     As of
September 30, 2008
(A)
    As of
March 31, 2008
(B)
    Increase
(Decrease)
(A) - (B)
 

Bankrupt or De facto Bankrupt

   153     165     (11 )

Doubtful

   83     158     (74 )

Special Attention

   926     944     (17 )
                  

Non Performing Loans (1)

   1,164     1,268     (104 )
                  

Normal

   144,061     151,293     (7,231 )
                  

Total

   145,226     152,562     (7,335 )
                  

Non Performing loans / Total

   0.80 %   0.83 %   (0.02 )%

(2) Status of Coverage of Non Performing Loans

 

     (in millions of yen)  
     As of
September 30, 2008
(A)
    As of
March 31, 2008
(B)
    Increase
(Decrease)
(A) - (B)
 

Covered amount (2) 

   952     1,038     (86 )

Allowance for credit losses

   —       —       —    

Collateral, guarantees, etc.

   952     1,038     (86 )

Coverage ratio (2) / (1) 

   81.74 %   81.85 %   (0.10 )%

(3) Coverage Ratio

 

     (in millions of yen)  

Category

   Loan amount
(A)
    Allowance for
credit losses
(B)
    Covered by
collateral

and/or
guarantees
(C)
    Coverage
ratio for
unsecured
portion
(B) / [(A)-(C)]
   Coverage ratio
[(B)+(C)] / (A)
 

Bankrupt or De facto Bankrupt

   153     —       153        100.00 %
   [165 ]   [—   ]   [165 ]      [100.00 %]

Doubtful

   83     —       80        95.85 %
   [158 ]   [—   ]   [151 ]      [95.88 %]

Special Attention

   926     —       717        77.44 %
   [944 ]   [—   ]   [721 ]      [76.32 %]
                             

Total

   1,164     —       952        81.74 %
   [1,268 ]   [—   ]   [1,038 ]      [81.85 %]
                             

 

Note: The upper figures are as of September 30, 2008. The lower figures with bracket are as of March 31, 2008.

 

B-53


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

9. Progress in Disposition of Problem Assets

BTMU, MUTB and MU Strategic Partner, Co., Ltd. (“MUSP”) Combined including Trust Accounts

“Trust accounts” represents trust accounts with contracts indemnifying the principal amounts. The amounts presented as “during the second half of fiscal 2005” include amounts of The Bank of Tokyo-Mitsubishi UFJ, Ltd., former The Bank of Tokyo-Mitsubishi, Ltd., former UFJ Bank Limited, Mitsubishi UFJ Trust and Banking Corporation, MUSP and Trust accounts. The amounts prior to September 30, 2005 include amounts of former The Bank of Tokyo-Mitsubishi, Ltd., former UFJ Bank Limited, former The Mitsubishi Trust and Banking Corporation, former UFJ Trust Bank Limited, MUSP and Trust accounts.

(A) Historical Trend of Problem Assets Based on the “FRL”

 

    (in billions of yen)  
    As of
September 30,
2005
  As of
March 31,
2006
  As of
September 30,
2006
  As of
March 31,
2007
  As of
September 30,
2007
  As of
March 31,
2008 (a)
  As of
September 30,
2008 (b)
  (b) - (a)  

Bankrupt or De facto Bankrupt

  194.5   153.3   125.2   116.3   106.7   117.8   149.4   31.5  

Doubtful

  1,266.9   749.7   500.4   652.3   723.2   560.3   725.0   164.6  
                                 

Total

  1,461.4   903.0   625.7   768.6   829.9   678.1   874.4   196.2  
                                 

(1)    Assets categorized as problem assets based on the “FRL” prior to September 30, 2005

      

Bankrupt or De facto Bankrupt

  194.5   132.0   86.6   66.7   45.7   40.9   36.5   (4.4 )

Doubtful

  1,266.9   598.3   292.2   223.0   162.4   134.3   111.5   (22.8 )
                                 

Total

  1,461.4   730.3   378.8   289.8   208.2   175.3   148.0   (27.2 )
                                 

(2)    Assets newly categorized as problem assets based on the “FRL” during the second half of fiscal 2005

      

Bankrupt or De facto Bankrupt

    21.2   16.3   10.2   4.5   3.1   2.9   (0.2 )

Doubtful

    151.4   72.1   37.4   25.7   21.4   15.0   (6.3 )
                               

Total

    172.6   88.5   47.6   30.3   24.6   18.0   (6.6 )
                               

(3)    Assets newly categorized as problem assets based on the “FRL” during the first half of fiscal 2006

      

Bankrupt or De facto Bankrupt

      22.2   16.4   9.2   6.9   6.1   (0.7 )

Doubtful

      136.0   63.0   29.0   21.7   18.3   (3.3 )
                             

Total

      158.3   79.4   38.3   28.6   24.4   (4.1 )
                             

(4)    Assets newly categorized as problem assets based on the “FRL” during the second half of fiscal 2006

      

Bankrupt or De facto Bankrupt

        22.8   19.2   14.5   10.4   (4.1 )

Doubtful

        328.7   221.4   39.0   28.2   (10.7 )
                           

Total

        351.6   240.6   53.5   38.6   (14.9 )
                           

(5)    Assets newly categorized as problem assets based on the “FRL” during the first half of fiscal 2007

      

Bankrupt or De facto Bankrupt

          27.9   23.1   18.8   (4.2 )

Doubtful

          284.4   151.4   84.2   (67.1 )
                         

Total

          312.3   174.5   103.0   (71.4 )
                         

(6)    Assets newly categorized as problem assets based on the “FRL” during the second half of fiscal 2007

      

Bankrupt or De facto Bankrupt

            29.0   25.1   (3.9 )

Doubtful

            192.4   84.7   (107.6 )
                       

Total

            221.4   109.8   (111.5 )
                       

(7)    Assets newly categorized as problem assets based on the “FRL” during the first half of fiscal 2008

      

Bankrupt or De facto Bankrupt

              49.4  

Doubtful

              382.9  
                 

Total

              432.3  
                 

 

B-54


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

(B) Progress in Disposition of Problem Assets of the Six Months Ended September 30, 2008

 

    (in billions of yen)
    Time of categorization   Total
    prior to
Sep. 30, 2005
  the 2nd half of
fiscal 2005
  the 1st half of
fiscal 2006
  the 2nd half of
fiscal 2006
  the 1st half of
fiscal 2007
  the 2nd half of
fiscal 2007
 

Liquidation

  0.2   0.0   0.0   0.0   1.7   2.2   4.3

Re-constructive treatment

  0.0   0.0   0.0   0.2   13.5   12.4   26.4

Upgrade due to re-constructive treatment

  —     —     —     —     —     —     —  

Loan sales to secondary market

  1.6   0.0   0.4   3.6   2.6   3.4   11.8

Write-offs

  2.8   0.1   0.5   2.5   22.6   44.3   73.0

Other

  22.5   6.4   3.0   8.4   30.8   49.0   120.4

Collection / Repayment

  16.0   2.6   2.1   7.4   23.5   39.3   91.1

Upgraded

  6.5   3.7   0.9   1.0   7.3   9.6   29.2
                           

Total

  27.2   6.6   4.1   14.9   71.4   111.5   236.0
                           

(C) Amount of Outstanding Problem Assets Which Is in Process for Disposition as of September 30, 2008

 

    (in billions of yen)
    Time of categorization   Total
    prior to
Sep. 30, 2005
  the 2nd half of
fiscal 2005
  the 1st half of
fiscal 2006
  the 2nd half of
fiscal 2006
  the 1st half of
fiscal 2007
  the 2nd half of
fiscal 2007
  the 1st half of
fiscal 2008
 

Legal liquidation

  4.3   1.1   4.3   5.5   8.3   12.7   30.4   66.9

Quasi-legal liquidation

  1.3   —     —     0.4   —     —     0.4   2.1

Split-off of problem loans

  —     —     —     —     —     —     —     —  

Partial write-off of small balance loans

  27.2   1.7   1.7   4.1   7.6   10.8   12.4   65.8

Entrusted to the RCC

  —     —     —     —     —     —     —     —  
                               

Total

  32.9   2.9   6.1   10.2   16.0   23.5   43.2   135.0
                               

 

B-55


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

BTMU and MUSP Combined

The amounts presented as “during the second half of fiscal 2005” include amounts of The Bank of Tokyo-Mitsubishi UFJ, Ltd., former The Bank of Tokyo-Mitsubishi, Ltd., former UFJ Bank Limited and MUSP. The amounts presented prior to September 30, 2005 include amounts of former The Bank of Tokyo-Mitsubishi, Ltd., former UFJ Bank Limited and MUSP.

(A) Historical Trend of Problem Assets Based on the “FRL”

 

    (in billions of yen)  
    As of
September 30,
2005
  As of
March 31,
2006
  As of
September 30,
2006
  As of
March 31,
2007
  As of
September 30,
2007
  As of
March 31,
2008 (a)
  As of
September 30,
2008 (b)
  (b) - (a)  

Bankrupt or De facto Bankrupt

  162.1   129.9   117.3   107.7   94.8   108.8   136.1   27.3  

Doubtful

  1,106.7   683.3   459.1   579.9   652.0   514.5   690.9   176.3  
                                 

Total

  1,268.8   813.3   576.4   687.7   746.8   623.4   827.1   203.6  
                                 

(1)    Assets categorized as problem assets based on the “FRL” prior to September 30, 2005

      

Bankrupt or De facto Bankrupt

  162.1   109.1   80.1   63.0   42.6   37.1   33.5   (3.6 )

Doubtful

  1,106.7   537.8   268.0   204.4   149.3   126.6   104.9   (21.7 )
                                 

Total

  1,268.8   646.9   348.1   267.5   191.9   163.8   138.4   (25.3 )
                                 

(2)    Assets newly categorized as problem assets based on the “FRL” during the second half of fiscal 2005

      

Bankrupt or De facto Bankrupt

    20.8   15.2   9.0   4.0   2.9   2.8   (0.0 )

Doubtful

    145.4   68.8   36.0   25.3   21.1   14.8   (6.3 )
                               

Total

    166.3   84.0   45.1   29.3   24.0   17.6   (6.3 )
                               

(3)    Assets newly categorized as problem assets based on the “FRL” during the first half of fiscal 2006

      

Bankrupt or De facto Bankrupt

      22.0   13.8   8.7   6.7   6.0   (0.7 )

Doubtful

      122.2   54.8   23.4   17.9   15.1   (2.7 )
                             

Total

      144.2   68.6   32.1   24.7   21.2   (3.4 )
                             

(4)    Assets newly categorized as problem assets based on the “FRL” during the second half of fiscal 2006

      

Bankrupt or De facto Bankrupt

        21.8   18.0   14.2   10.1   (4.1 )

Doubtful

        284.6   198.1   33.4   23.6   (9.7 )
                           

Total

        306.4   216.1   47.6   33.7   (13.8 )
                           

(5)    Assets newly categorized as problem assets based on the “FRL” during the first half of fiscal 2007

      

Bankrupt or De facto Bankrupt

          21.3   18.9   14.7   (4.1 )

Doubtful

          255.8   129.0   80.6   (48.3 )
                         

Total

          277.2   148.0   95.4   (52.5 )
                         

(6)    Assets newly categorized as problem assets based on the “FRL” during the second half of fiscal 2007

      

Bankrupt or De facto Bankrupt

            28.7   24.6   (4.1 )

Doubtful

            186.3   80.3   (106.0 )
                       

Total

            215.1   104.9   (110.1 )
                       

(7)    Assets newly categorized as problem assets based on the “FRL” during the first half of fiscal 2008

      

Bankrupt or De facto Bankrupt

              44.2  

Doubtful

              371.3  
                 

Total

              415.5  
                 

 

B-56


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

(B) Progress in Disposition of Problem Assets of the Six Months Ended September 30, 2008

 

    (in billions of yen)
    Time of categorization  

Total

    prior to
Sep. 30, 2005
  the 2nd half of
fiscal 2005
  the 1st half of
fiscal 2006
  the 2nd half of
fiscal 2006
  the 1st half of
fiscal 2007
  the 2nd half of
fiscal 2007
 

Liquidation

  0.2   0.0   0.0   0.0   1.7   2.2   4.3

Re-constructive treatment

  0.0   0.0   0.0   0.2   13.5   12.4   26.4

Upgrade due to re-constructive treatment

  —     —     —     —     —     —     —  

Loan sales to secondary market

  1.6   0.0   0.4   3.4   2.5   3.4   11.6

Write-offs

  2.6   0.0   0.5   2.5   8.2   44.3   58.3

Other

  20.8   6.2   2.4   7.4   26.5   47.6   111.0

Collection / Repayment

  15.5   2.5   1.7   6.5   19.6   38.1   84.1

Upgraded

  5.2   3.6   0.6   0.9   6.8   9.4   26.9
                           

Total

  25.3   6.3   3.4   13.8   52.5   110.1   211.8
                           

(C) Amount of Outstanding Problem Assets Which Is in Process for Disposition as of September 30, 2008

 

    (in billions of yen)
    Time of categorization  

Total

    prior to
Sep. 30, 2005
  the 2nd half of
fiscal 2005
  the 1st half of
fiscal 2006
  the 2nd half of
fiscal 2006
  the 1st half of
fiscal 2007
  the 2nd half of
fiscal 2007
  the 1st half of
fiscal 2008
 

Legal liquidation

  3.8   1.1   4.3   5.4   7.1   12.6   25.9   60.5

Quasi-legal liquidation

  —     —     —     —     —     —     —     —  

Split-off of problem loans

  —     —     —     —     —     —     —     —  

Partial write-off of small balance loans

  24.7   1.7   1.7   3.9   7.5   10.4   11.6   61.8

Entrusted to the RCC

  —     —     —     —     —     —     —     —  
                               

Total

  28.6   2.8   6.0   9.4   14.7   23.0   37.5   122.3
                               

 

B-57


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

MUTB Non-consolidated including Trust Accounts

“Trust accounts” represents trust accounts with contracts indemnifying the principal amounts. The amounts presented prior to September 30, 2005 include amounts of former The Mitsubishi Trust and Banking Corporation and former UFJ Trust Bank Limited and Trust accounts.

(A) Historical Trend of Problem Assets Based on the “FRL”

 

    (in billions of yen)  
    As of
September 30,

2005
  As of
March 31,
2006
  As of
September 30,
2006
  As of
March 31,
2007
  As of
September 30,
2007
  As of
March 31,
2008 (a)
  As of
September 30,
2008 (b)
  (b) - (a)  

Bankrupt or De facto Bankrupt

  32.3   23.3   7.9   8.5   11.9   9.0   13.2   4.2  

Doubtful

  160.2   66.3   41.3   72.3   71.1   45.7   34.1   (11.6 )
                                 

Total

  192.6   89.7   49.2   80.9   83.0   54.7   47.3   (7.4 )
                                 

(1)    Assets categorized as problem assets based on the “FRL” prior to September 30, 2005

      

Bankrupt or De facto Bankrupt

  32.3   22.9   6.5   3.7   3.1   3.8   2.9   (0.8 )

Doubtful

  160.2   60.4   24.1   18.5   13.1   7.6   6.5   (1.0 )
                                 

Total

  192.6   83.4   30.6   22.3   16.3   11.4   9.5   (1.8 )
                                 

(2)    Assets newly categorized as problem assets based on the “FRL” during the second half of fiscal 2005

      

Bankrupt or De facto Bankrupt

    0.4   1.1   1.2   0.5   0.2   0.1   (0.1 )

Doubtful

    5.9   3.3   1.3   0.4   0.2   0.2   (0.0 )
                               

Total

    6.3   4.4   2.5   0.9   0.5   0.3   (0.2 )
                               

(3)    Assets newly categorized as problem assets based on the “FRL” during the first half of fiscal 2006

      

Bankrupt or De facto Bankrupt

      0.2   2.6   0.4   0.1   0.0   (0.0 )

Doubtful

      13.8   8.2   5.6   3.7   3.1   (0.6 )
                             

Total

      14.1   10.8   6.1   3.9   3.2   (0.6 )
                             

(4)    Assets newly categorized as problem assets based on the “FRL” during the second half of fiscal 2006

      

Bankrupt or De facto Bankrupt

        0.9   1.1   0.3   0.3   (0.0 )

Doubtful

        44.1   23.2   5.5   4.5   (1.0 )
                           

Total

        45.1   24.4   5.9   4.8   (1.0 )
                           

(5)    Assets newly categorized as problem assets based on the “FRL” during the first half of fiscal 2007

      

Bankrupt or De facto Bankrupt

          6.5   4.1   4.0   (0.0 )

Doubtful

          28.6   22.3   3.5   (18.8 )
                         

Total

          35.1   26.4   7.5   (18.9 )
                         

(6)    Assets newly categorized as problem assets based on the “FRL” during the second half of fiscal 2007

      

Bankrupt or De facto Bankrupt

            0.2   0.4   0.1  

Doubtful

            6.0   4.4   (1.6 )
                       

Total

            6.3   4.9   (1.4 )
                       

(7)    Assets newly categorized as problem assets based on the “FRL” during the first half of fiscal 2008

      

Bankrupt or De facto Bankrupt

              5.2  

Doubtful

              11.5  
                 

Total

              16.7  
                 

 

B-58


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

(B) Progress in Disposition of Problem Assets of the Six Months Ended September 30, 2008

 

    (in billions of yen)
    Time of categorization   Total
    prior to
Sep. 30, 2005
  the 2nd half of
fiscal 2005
  the 1st half of
fiscal 2006
  the 2nd half of
fiscal 2006
  the 1st half of
fiscal 2007
  the 2nd half of
fiscal 2007
 

Liquidation

  —     —     —     —     —     —     —  

Re-constructive treatment

  —     —     —     —     —     —     —  

Upgrade due to re-constructive treatment

  —     —     —     —     —     —     —  

Loan sales to secondary market

  —     —     —     0.1   0.0   —     0.2

Write-offs

  0.1   0.0   0.0   0.0   14.4   0.0   14.6

Other

  1.7   0.1   0.6   0.9   4.3   1.4   9.3

Collection / Repayment

  0.4   0.1   0.4   0.9   3.8   1.2   6.9

Upgraded

  1.2   0.0   0.2   0.0   0.5   0.2   2.3
                           

Total

  1.8   0.2   0.6   1.0   18.9   1.4   24.1
                           

(C) Amount of Outstanding Problem Assets Which Is in Process for Disposition as of September 30, 2008

 

    (in billions of yen)
    Time of categorization   Total
    prior to
Sep. 30, 2005
  the 2nd half of
fiscal 2005
  the 1st half of
fiscal 2006
  the 2nd half of
fiscal 2006
  the 1st half of
fiscal 2007
  the 2nd half of
fiscal 2007
  the 1st half of
fiscal 2008
 

Legal liquidation

  0.4   0.0   0.0   0.0   1.1   0.0   4.5   6.4

Quasi-legal liquidation

  1.3   —     —     0.4   —     —     0.4   2.1

Split-off of problem loans

  —     —     —     —     —     —     —     —  

Partial write-off of small balance loans

  2.5   0.0   0.0   0.2   0.0   0.3   0.7   4.0

Entrusted to the RCC

  —     —     —     —     —     —     —     —  
                               

Total

  4.2   0.1   0.0   0.7   1.2   0.4   5.6   12.6
                               

 

B-59


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

10. Loans Classified by Type of Industry, Domestic Consumer Loans, Domestic Loans to Small/Medium-Sized Companies and Proprietors

BTMU and MUTB Combined including Trust Accounts

(1) Loans Classified by Type of Industry

 

     (in millions of yen)
     As of
September 30, 2008

(A)
   Increase
(Decrease)
(A) - (B)
    As of
March 31, 2008

(B)

Domestic offices (excluding loans booked at offshore markets)

   67,287,987    (988,252 )   68,276,239
               

Manufacturing

   8,278,969    119,620     8,159,349

Agriculture

   25,527    7     25,520

Forestry

   11,928    (4,087 )   16,015

Fishery

   6,264    (31,306 )   37,570

Mining

   58,789    6,577     52,212

Construction

   1,388,413    (44,647 )   1,433,060

Utilities

   627,992    (105,299 )   733,291

Communication and information services

   1,764,884    (37,219 )   1,802,103

Wholesale and retail

   7,153,278    202,788     6,950,490

Finance and insurance

   7,295,524    189,773     7,105,751

Real estate

   10,416,748    1,448,262     8,968,486

Services

   5,585,827    (950,102 )   6,535,929

Municipal government

   785,576    (27,684 )   813,260

Other industries

   23,888,257    (1,754,935 )   25,643,192
               

Overseas offices and loans booked at offshore markets

   14,771,949    2,612,699     12,159,250
               

Total

   82,059,936    1,624,446     80,435,489
               

 

Note: Starting in this fiscal period, BTMU and MUTB adjusted their method of monitoring loans classified by type of industry. As a result, among other changes, loans to proprietors, which were previously reported as part of “Other industries”, are included in “Real estate”.

The amounts as of March 31, 2008, as adjusted by using the new method of monitoring, are shown below:

 

     (in millions of yen)
     As of
September 30, 2008

(A)
   Increase
(Decrease)
(A) - (B)
    As of
March 31, 2008

(B)

Domestic offices (excluding loans booked at offshore markets)

   67,287,987    (988,252 )   68,276,239
               

Manufacturing

   8,278,969    (43,690 )   8,322,659

Agriculture

   25,527    1,912     23,615

Forestry

   11,928    (4,085 )   16,013

Fishery

   6,264    (31,233 )   37,497

Mining

   58,789    7,715     51,074

Construction

   1,388,413    (67,264 )   1,455,677

Utilities

   627,992    (105,181 )   733,173

Communication and information services

   1,764,884    38,015     1,726,869

Wholesale and retail

   7,153,278    507     7,152,771

Finance and insurance

   7,295,524    115,606     7,179,918

Real estate

   10,416,748    (320,555 )   10,737,303

Services

   5,585,827    (143,871 )   5,729,698

Municipal government

   785,576    (27,681 )   813,257

Other industries

   23,888,257    (408,447 )   24,296,704
               

Overseas offices and loans booked at offshore markets

   14,771,949    2,612,699     12,159,250
               

Total

   82,059,936    1,624,446     80,435,489
               

 

B-60


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

(2) Domestic Consumer Loans

 

     (in millions of yen)
     As of
September 30, 2008

(A)
   Increase
(Decrease)
(A) - (B)
    As of
March 31, 2008

(B)

Total domestic consumer loans

   18,157,441    (182,458 )   18,339,899
               

Housing loans

   17,235,038    (123,200 )   17,358,239

Residential purpose

   13,609,005    (66,809 )   13,675,815
               

Other

   922,402    (59,257 )   981,660
               

(3) Domestic Loans to Small/Medium-Sized Companies and Proprietors

 

     (in millions of yen)  
     As of
September 30, 2008

(A)
    Increase
(Decrease)
(A) - (B)
    As of
March 31, 2008

(B)
 

Outstanding amount

   42,866,452     (887,477 )   43,753,929  

% to total domestic loans

   63.70 %   (0.37 )%   64.08 %

 

Note: Starting in this fiscal period, BTMU adjusted its method of monitoring domestic loans to small/medium-sized companies and proprietors in the same manner as its method of monitoring loans classified by type of industry shown above.

“Outstanding amount” and “% to total domestic loans” as of March 31, 2008, as adjusted by using the new method of monitoring, are 43,519,282 million yen and 63.74%, respectively.

 

B-61


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

BTMU Non-consolidated

(1) Loans Classified by Type of Industry

 

    (in millions of yen)
    As of
September 30, 2008

(A)
  Increase
(Decrease)
(A) - (B)
    As of
March 31, 2008

(B)

Domestic offices (excluding loans booked at offshore markets)

  57,787,477   (745,110 )   58,532,587
             

Manufacturing

  6,839,036   25,755     6,813,281

Agriculture

  25,243   239     25,004

Forestry

  11,928   (4,087 )   16,015

Fishery

  6,264   (229 )   6,493

Mining

  49,522   1,789     47,733

Construction

  1,224,020   (61,944 )   1,285,964

Utilities

  415,735   6,075     409,660

Communication and information services

  840,370   3,177     837,193

Wholesale and retail

  6,410,338   204,684     6,205,654

Finance and insurance

  5,373,631   347,774     5,025,857

Real estate

  8,460,123   1,079,860     7,380,263

Services

  4,647,658   (972,162 )   5,619,820

Municipal government

  736,907   (29,797 )   766,704

Other industries

  22,746,702   (1,346,244 )   24,092,946
             

Overseas offices and loans booked at offshore markets

  14,440,729   2,575,513     11,865,216
             

Total

  72,228,207   1,830,402     70,397,804
             

 

Note: Starting in this fiscal period, BTMU adjusted its method of monitoring loans classified by type of industry. This adjustment was made to unify the respective monitoring methods previously used by Bank of Tokyo-Mitsubishi and UFJ Bank. As a result, among other changes, loans to proprietors, which were previously reported as part of “Other industries”, are included in “Real estate”.

The amounts as of March 31, 2008, as adjusted by using the new method of monitoring, are shown below:

 

    (in millions of yen)
    As of
September 30, 2008

(A)
  Increase
(Decrease)
(A) - (B)
    As of
March 31, 2008

(B)

Domestic offices (excluding loans booked at offshore markets)

  57,787,477   (745,110 )   58,532,587
             

Manufacturing

  6,839,036   (137,555 )   6,976,591

Agriculture

  25,243   2,144     23,099

Forestry

  11,928   (4,085 )   16,013

Fishery

  6,264   (156 )   6,420

Mining

  49,522   2,927     46,595

Construction

  1,224,020   (84,561 )   1,308,581

Utilities

  415,735   6,193     409,542

Communication and information services

  840,370   78,411     761,959

Wholesale and retail

  6,410,338   2,403     6,407,935

Finance and insurance

  5,373,631   273,607     5,100,024

Real estate

  8,460,123   (291,920 )   8,752,043

Services

  4,647,658   (165,931 )   4,813,589

Municipal government

  736,907   (29,794 )   766,701

Other industries

  22,746,702   (396,793 )   23,143,495
             

Overseas offices and loans booked at offshore markets

  14,440,729   2,575,513     11,865,216
             

Total

  72,228,207   1,830,402     70,397,804
             

 

B-62


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

(2) Domestic Consumer Loans

 

     (in millions of yen)
     As of
September 30, 2008

(A)
   Increase
(Decrease)
(A) - (B)
    As of
March 31, 2008

(B)

Total domestic consumer loans

   17,034,432    (157,557 )   17,191,989
               

Housing loans

   16,133,099    (100,103 )   16,233,203

Residential purpose

   12,857,211    (56,708 )   12,913,920
               

Other

   901,332    (57,453 )   958,786
               

(3) Domestic Loans to Small/Medium-Sized Companies and Proprietors

 

     (in millions of yen)  
     As of
September 30, 2008

(A)
    Increase
(Decrease)
(A) - (B)
    As of
March 31, 2008

(B)
 

Outstanding amount

   38,029,975     (865,974 )   38,895,949  

% to total domestic loans

   65.81 %   (0.64 )%   66.45 %

 

Note: Starting in this fiscal period, BTMU adjusted its method of monitoring domestic loans to small/medium-sized companies and proprietors in the same manner as to its method of monitoring loans classified by type of industry shown above.

“Outstanding amount” and “% to total domestic loans” as of March 31, 2008, as adjusted by using the new method of monitoring, are 38,661,302 million yen and 66.05%, respectively.

 

B-63


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

MUTB Non-consolidated

(1) Loans Classified by Type of Industry

 

     (in millions of yen)
     As of
September 30, 2008

(A)
   Increase
(Decrease)
(A) - (B)
    As of
March 31, 2008

(B)

Domestic offices (excluding loans booked at offshore markets)

   9,269,353    (215,489 )   9,484,843
               

Manufacturing

   1,438,852    93,938     1,344,914

Agriculture

   284    (232 )   516

Forestry

   —      —       —  

Fishery

   —      (31,077 )   31,077

Mining

   9,267    4,788     4,479

Construction

   164,393    17,297     147,096

Utilities

   211,197    (111,013 )   322,210

Communication and information services

   919,110    (39,626 )   958,736

Wholesale and retail

   742,940    (1,869 )   744,809

Finance and insurance

   1,912,782    (157,645 )   2,070,427

Real estate

   1,923,365    349,060     1,574,305

Services

   935,534    22,225     913,309

Municipal government

   24,394    3,126     21,268

Other industries

   987,228    (364,463 )   1,351,691
               

Overseas offices and loans booked at offshore markets

   331,219    37,186     294,033
               

Total

   9,600,573    (178,303 )   9,778,877
               

 

Note: Starting in this fiscal period, MUTB adjusted its method of monitoring loans classified by type of industry. As a result, among other changes, loans to proprietors, which were previously reported as part of “Other industries”, are included in “Real estate”.

The amounts of “Real estate” and “Other industries” as of March 31, 2008, as adjusted by using the new method of monitoring, are 1,946,629 million yen and 979,367 million yen, respectively.

(2) Domestic Consumer Loans

 

     (in millions of yen)
     As of
September 30, 2008

(A)
   Increase
(Decrease)
(A) - (B)
    As of
March 31, 2008

(B)

Total domestic consumer loans

   1,041,137    (21,359 )   1,062,497
               

Housing loans

   1,020,893    (19,648 )   1,040,542

Residential purpose

   674,970    (6,947 )   681,917
               

Other

   20,244    (1,710 )   21,955
               

(3) Domestic Loans to Small/Medium-Sized Companies and Proprietors

 

     (in millions of yen)  
     As of
September 30, 2008

(A)
    Increase
(Decrease)
(A) - (B)
    As of
March 31, 2008

(B)
 

Outstanding amount

   4,637,140     4,015     4,633,125  

% to total domestic loans

   50.02 %   1.17 %   48.84 %

 

B-64


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

MUTB Non-consolidated : Trust Accounts

(1) Loans Classified by Type of Industry

 

     (in millions of yen)
     As of
September 30, 2008

(A)
   Increase
(Decrease)
(A) - (B)
    As of
March 31, 2008

(B)

Domestic offices (excluding loans booked at offshore markets)

   231,155    (27,652 )   258,808
               

Manufacturing

   1,081    (73 )   1,154

Agriculture

   —      —       —  

Forestry

   —      —       —  

Fishery

   —      —       —  

Mining

   —      —       —  

Construction

   —      —       —  

Utilities

   1,060    (361 )   1,421

Communication and information services

   5,404    (770 )   6,174

Wholesale and retail

   —      (27 )   27

Finance and insurance

   9,111    (356 )   9,467

Real estate

   33,260    19,342     13,918

Services

   2,635    (165 )   2,800

Municipal government

   24,275    (1,013 )   25,288

Other industries

   154,327    (44,228 )   198,555
               

Overseas offices and loans booked at offshore markets

   —      —       —  
               

Total

   231,155    (27,652 )   258,808
               

 

Note: Starting in this fiscal period, MUTB adjusted its method of monitoring loans classified by type of industry. As a result, among other changes, loans to proprietors, which were previously reported as part of “Other industries”, are included in “Real estate”.

The amounts of “Real estate” and “Other industries” as of March 31, 2008, as adjusted by using the new method of monitoring, are 38,631 million yen and 173,842 million yen, respectively.

(2) Domestic Consumer Loans

 

     (in millions of yen)
     As of
September 30, 2008

(A)
   Increase
(Decrease)
(A) - (B)
    As of
March 31, 2008

(B)

Total domestic consumer loans

   81,871    (3,541 )   85,412
               

Housing loans

   81,045    (3,447 )   84,493

Residential purpose

   76,823    (3,153 )   79,977
               

Other

   825    (93 )   918
               

(3) Domestic Loans to Small/Medium-Sized Companies and Proprietors

 

     (in millions of yen)  
     As of
September 30, 2008

(A)
    Increase
(Decrease)
(A) - (B)
    As of
March 31, 2008

(B)
 

Outstanding amount

   199,337     (25,518 )   224,855  

% to total domestic loans

   86.23 %   (0.64 )%   86.88 %

 

B-65


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

11. Overseas Loans

BTMU and MUTB Combined

(1) Loans to Asian Countries

 

     (in millions of yen)
     As of
September 30, 2008

(A)
   Increase
(Decrease)
(A) - (B)
   As of
March 31, 2008

(B)

Thailand

   531,422    29,856    501,566

Indonesia

   266,126    52,170    213,956

Malaysia

   284,986    178,199    106,786

Philippines

   65,927    1,611    64,316

South Korea

   280,637    29,210    251,427

Singapore

   740,178    145,016    595,161

Hong Kong

   879,761    125,674    754,086

China

   79,787    50,262    29,525

Taiwan

   201,520    31,675    169,844

Other

   387,424    64,417    323,007
              

Total

   3,717,772    708,095    3,009,677
              

(2) Loans to Latin American Countries

 

     (in millions of yen)
     As of
September 30, 2008

(A)
   Increase
(Decrease)
(A) - (B)
   As of
March 31, 2008

(B)

Argentina

   3,039    226    2,813

Brazil

   156,978    36,937    120,040

Mexico

   112,008    30,856    81,152

Caribbean countries

   883,627    169,609    714,017

Other

   118,835    42,533    76,301
              

Total

   1,274,489    280,163    994,326
              

 

B-66


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

12. Loans and Deposits

BTMU and MUTB Combined

 

     (in millions of yen)
     As of
September 30, 2008

(A)
   Increase
(Decrease)
(A) - (B)
    As of
March 31, 2008
(B)

Deposits (ending balance)

   112,760,288    (1,320,781 )   114,081,070

Deposits (average balance)

   112,148,267    1,417,831     110,730,436

Loans (ending balance)

   81,828,780    1,652,099     80,176,681

Loans (average balance)

   80,162,737    2,614,664     77,548,072

BTMU Non-consolidated

 

     (in millions of yen)
     As of
September 30, 2008

(A)
   Increase
(Decrease)
(A) - (B)
    As of
March 31, 2008
(B)

Deposits (ending balance)

   99,767,246    (2,094,307 )   101,861,554

Deposits (average balance)

   99,536,114    669,104     98,867,010

Loans (ending balance)

   72,228,207    1,830,402     70,397,804

Loans (average balance)

   70,632,331    2,658,678     67,973,653

MUTB Non-consolidated

 

     (in millions of yen)
     As of
September 30, 2008

(A)
   Increase
(Decrease)
(A) - (B)
    As of
March 31, 2008
(B)

Deposits (ending balance)

   12,993,042    773,526     12,219,516

Deposits (average balance)

   12,612,152    748,727     11,863,425

Loans (ending balance)

   9,600,573    (178,303 )   9,778,877

Loans (average balance)

   9,530,405    (44,014 )   9,574,419

 

B-67


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

13. Domestic Deposits

BTMU and MUTB Combined

 

     (in millions of yen)
     As of
September 30, 2008

(A)
   Increase
(Decrease)
(A) - (B)
    As of
March 31, 2008

(B)

Individuals

   62,672,294    77,560     62,594,734

Corporations and others

   39,020,109    (702,227 )   39,722,337

Domestic deposits

   101,692,404    (624,667 )   102,317,071

 

1. Amounts do not include negotiable certificates of deposit and JOM accounts.
2. Upon the installation of new IT systems in May 2008, BTMU adjusted its method of monitoring deposits from individuals and, starting in this fiscal year, deposits from unincorporated associations are excluded from “Individuals” and included in “Corporations and others”. The amount of deposits from “Individuals” and “Corporations and others” (a simple sum of BTMU and MUTB) as of March 31, 2008, as adjusted by using the new method of monitoring, are 61,836,290 million yen and 40,480,781 million yen, respectively.

BTMU Non-consolidated

 

     (in millions of yen)
     As of
September 30, 2008

(A)
   Increase
(Decrease)
(A) - (B)
    As of
March 31, 2008

(B)

Individuals

   53,796,510    (296,796 )   54,093,306

Corporations and others

   35,960,519    (953,215 )   36,913,734

Domestic deposits

   89,757,029    (1,250,011 )   91,007,040

 

1. Amounts do not include negotiable certificates of deposit and JOM accounts.
2. Upon the installation of new IT systems in May 2008, BTMU adjusted its method of monitoring deposits from individuals and, starting in this fiscal year, deposits from unincorporated associations are excluded from “Individuals” and included in “Corporations and others”. The amount of deposits from “Individuals” and “Corporations and others” as of March 31, 2008, as adjusted by using the new method of monitoring, are 53,334,862 million yen and 37,672,178 million yen, respectively.

MUTB Non-consolidated

 

     (in millions of yen)
     As of
September 30, 2008

(A)
   Increase
(Decrease)

(A) - (B)
   As of
March 31, 2008

(B)

Individuals

   8,875,784    374,356    8,501,428

Corporations and others

   3,059,589    250,987    2,808,602

Domestic deposits

   11,935,374    625,344    11,310,030

 

1. Amounts do not include negotiable certificates of deposit and JOM accounts.

 

B-68


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

14. Status of Deferred Tax Assets

BTMU Non-consolidated

(1) Tax Effects of the Items Comprising Net Deferred Tax Assets

 

     (in billions of yen)  
     As of
September 30, 2008

(A)
    Increase
(Decrease)
(A) - (B)
    As of
March 31, 2008

(B)
 

Deferred tax assets

   1,288.5     (20.1 )   1,308.7  

Net operating losses carried forwards

   587.0     (85.0 )   672.1  

Allowance for credit losses

   405.1     39.7     365.4  

Write-down on investment securities

   180.1     (53.6 )   233.8  

Unrealized losses on other securities

   96.9     49.6     47.3  

Reserve for retirement benefits

   75.3     (2.2 )   77.5  

Other

   461.7     5.6     456.1  

Valuation allowance

   (518.0 )   25.7     (543.7 )

Deferred tax liabilities

   294.8     (320.2 )   615.0  

Unrealized gains on other securities

   91.3     (242.3 )   333.6  

Revaluation gains on securities upon merger

   90.8     (37.8 )   128.7  

Gains on securities contributed to employee retirement benefits trust

   66.0     (0.7 )   66.7  

Other

   46.7     (39.1 )   85.8  

Net deferred tax assets

   993.6     300.0     693.6  

(2) Net Business Profits before Credit Costs and Taxable Income

 

     (in billions of yen)
     FY2003    FY2004     FY2005     FY2006     FY2007     Interim
FY2008

Net business profits before credit costs

   1,170.2    1,201.4     1,087.7     899.7     828.2     359.5

Credit costs

   1,089.3    892.4     (485.9 )   38.7     107.2     238.6

Income before income taxes

   262.5    (47.3 )   1,612.7     958.0     687.0     48.6

Reconciliation to taxable income

   289.5    (311.4 )   (1,403.1 )   (401.6 )   (123.1 )   188.4

Taxable income

   552.0    (358.8 )   209.5     556.3     563.9     237.1

The amounts presented for FY 2005 include amounts of The Bank of Tokyo-Mitsubishi UFJ, Ltd. and former UFJ Bank Limited.

The amounts prior to FY 2005 include amounts of former The Bank of Tokyo-Mitsubishi, Ltd. and former UFJ Bank Limited.

 

B-69


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

(3) Classification Based on Prior Year Operating Results as Provided in the JICPA Audit Committee Report No.66

Although we recorded taxable income for the six months ended September 30, 2008, we are classified as “4” described above since we have material net operating losses carried forwards. However since we believe the net operating losses carried forwards are attributable to extraordinary factors such as changes in laws and regulations, we apply the exception to classification 4.

(Five years’ future taxable income is estimable.)

[Extraordinary Factors Such as Changes in Laws and Regulations]

Our net operating losses carried forwards were incurred due to, among other things, the followings : (i) we accelerated the final disposition of non performing loans in response to both the “Emergency Economic Package”, which provided guidance to major banks to remove claims to debtors classified as “likely to become bankrupt” or below from their balance sheets, and the “Program for Financial Revival”, which urged major banks to reduce the ratio of non performing loans to total claims by about half; and (ii) we reduced our holdings of strategic equity investments under the “Law Concerning Restriction, etc. of Banks’ Shareholdings etc”.

(4) Collectability of Deferred Tax Assets at September 30, 2008 (Assumptions)

 

     (in billions of yen)
     Five years total
(from 2nd half of FY2008
to 1st half of FY2013)

Net business profits (*1)

   4,442.7

Income before income taxes

   2,669.7

Taxable income before adjustments (*2)

   3,515.8

Temporary difference + net operating losses carried forwards (for which deferred tax assets shall be recognized)

   3,057.0

Deferred tax assets as of September 30, 2008

   1,288.5

 

(*1) Before provision for general allowance for credit losses. Net business profits in this table was estimated by using more conservative assumptions than those used in our business plans.
(*2) Before reversals of existing deductible temporary differences and net operating loss carried forwards.

 

B-70


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

MUTB Non-consolidated

(1) Tax Effects of the Items Comprising Net Deferred Tax Assets

 

     (in billions of yen)  
     As of
September 30, 2008

(A)
    Increase
(Decrease)
(A) - (B)
    As of
March 31, 2008

(B)
 

Deferred tax assets

   125.0     (17.6 )   142.6  

Write-down on investment securities

   83.6     (0.8 )   84.4  

Net operating losses carried forwards

   66.7     (19.7 )   86.5  

Allowance for credit losses

   27.3     (1.9 )   29.2  

Other

   63.1     5.9     57.1  

Valuation allowance

   (115.9 )   (1.1 )   (114.7 )

Deferred tax liabilities

   55.5     (72.6 )   128.2  

Unrealized gains on other securities

   21.1     (73.3 )   94.4  

Other

   34.4     0.6     33.7  

Net deferred tax assets

   69.4     54.9     14.4  

(2) Net Business Profits before Credit Costs and Taxable Income

 

     (in billions of yen)  
     FY2003     FY2004    FY2005     FY2006     FY2007     Interim
FY2008
 

Net business profits before credit costs

   274.1     271.1    252.6     274.3     187.2     78.5  

Credit related costs

   69.7     81.7    (45.8 )   1.7     (21.0 )   3.5  

Income before income taxes

   183.4     143.1    306.9     284.0     197.3     52.0  

Reconciliation to taxable income

   (199.1 )   14.1    (212.0 )   (142.9 )   (26.3 )   (4.3 )

Taxable income

   (15.6 )   157.3    94.8     141.1     170.9     47.6  

The amounts presented for FY 2005 include amounts of Mitsubishi UFJ Trust and Banking Corporation and former UFJ Trust Bank Limited.

The amounts prior to FY 2005 include amounts of former The Mitsubishi Trust and Banking Corporation and former UFJ Trust Bank Limited.

 

B-71


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

(3) Classification Based on Prior Year Operating Results as Provided in the JICPA Audit Committee Report No.66

Although we recorded taxable income for the six months ended September 30, 2008, we are classified as “4” described above since we have material net operating losses carried forwards. However since we believe the net operating losses carried forwards are attributable to extraordinary factors such as changes in laws and regulations, we apply the exception to classification 4.

(Five years’ future taxable income is estimable.)

[Extraordinary Factors Such as Changes in Laws and Regulations]

Our net operating losses carried forwards were incurred due to, among other things, the followings : (i) we accelerated the final disposition of non performing loans in response to both the “Emergency Economic Package”, which provided guidance to major banks to remove claims to debtors classified as “likely to become bankrupt” or below from their balance sheets, and the “Program for Financial Revival”, which urged major banks to reduce the ratio of non performing loans to total claims by about half; and (ii) we reduced our holdings of strategic equity investments under the “Law Concerning Restriction, etc. of Banks’ Shareholdings etc”.

(4) Collectability of Deferred Tax Assets at September 30, 2008 (Assumptions)

 

     (in billions of yen)
     Five years total
(from 2nd half of FY2008
to 1st half of FY2013)

Net business profits (*1)

   687.7

Income before income taxes

   530.2

Taxable income before adjustments (*2)

   519.2

Temporary difference + net operating losses carried forwards (for which deferred tax assets shall be recognized)

   252.1

Deferred tax assets as of September 30, 2008

   125.0

 

(*1) Before provision for general allowance for credit losses. Net business profits in this table was estimated by using more conservative assumptions than those used in our business plans.
(*2) Before reversals of existing deductible temporary differences and net operating loss carried forwards.

 

B-72


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

(Reference)

1. Exposure to Securitized Products and Related Investments and GSE Related Investments

(1) Exposure to securitized products and related investments

Our exposure to securitized products and related investments as of September 30, 2008 is outlined below. (Figures are on a managerial basis and rounded off.)

[Balance, net unrealized gains (losses), realized losses]

 

   

The balance as of the end of September 2008 decreased to ¥3.12 trillion in total, a decrease of ¥201 billion compared with the balance as of the end of March 2008. This decrease was mainly due to sales and redemptions, and the balance denominated in local currencies decreased at the end of September 2008.

 

   

Net unrealized losses were ¥501 billion, and the rate of decline in market value was 16.1%, an increase of 6.5% from the rate at the end of March 2008.

 

   

The effect on the P/L for the six months ended September 30, 2008 was a loss of ¥41 billion, mainly due to losses on disposal of residential mortgage-backed securities (RMBS). (The realized losses for the fiscal year ended March 31, 2008 were ¥117 billion.)

 

             (¥bn)  
             Balance1   Change from
end of March
    Net unrealized
gains (losses)
    Change from
end of March
    Net unrealized
gains (losses) as a
% of balance
    Change from
end of March
 
1      RMBS   520   (93 )   (105 )   (39 )   (20.2 )%   (9.4 )%
2     

Sub-prime RMBS

  141   (41 )   (38 )   0     (27.1 )%   (6.4 )%
3      CMBS   35   (8 )   (1 )   0     (2.5 )%   (1.4 )%
4      CLOs   2,011   (70 )   (339 )   (133 )   (16.9 )%   (7.0 )%
5      Other securitized products (card, etc.)   513   (6 )   (49 )   (11 )   (9.6 )%   (2.3 )%
6      CDOs   37   (22 )   (6 )   1     (17.4 )%   (5.1 )%
7     

Sub-prime ABS CDOs

  0   (3 )   0     1     0.0 %   25.6 %
8      SIV investments   3   (3 )   0     0     (11.4 )%   (11.4 )%
9      Total   3,118   (201 )   (501 )   (183 )   (16.1 )%   (6.5 )%

 

1. Balance is the amount after impairment and before deducting net unrealized losses. The above table does not include mortgage-backed securities arranged and guaranteed by U.S. government sponsored enterprises, etc., Japanese RMBS such as Japanese Housing Finance Agency securities, and products held by funds such as investment trusts. These are also applicable to the tables in this document.

 

B-73


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

[Distribution by rating]

 

   

AAA-rated products account for 81% of our investments in securitized products, substantially unchanged from the end of March 2008.

 

         (¥bn)  
         AAA     AA     A     BBB     BB or
lower
    Unrated     Total  
10   RMBS    462     30     28     0     0     0     520  
11  

Sub-prime RMBS

   122     18     0     0     0     0     141  
12   CMBS    21     9     4     1     0     0     35  
13   CLOs    1,734     102     144     26     4     2     2,011  
14   Other securitized products (card, etc.)    279     38     46     143     3     3     513  
15   CDOs    19     11     5     0     1     0     37  
16  

Sub-prime ABS CDOs

   0     0     0     0     0     0     0  
17   SIV investments    0     0     0     0     3     0     3  
                                            
18   Total    2,516     189     227     170       11         5     3,118  
                                            
19   Percentage of total    81 %   6 %   7 %   5 %   0 %   0 %   100 %
20   Percentage of total (End of March)    80 %   6 %   8 %   6 %   0 %   0 %   100 %

[Distribution by RMBS vintage]

 

   

We hold RMBS with diverse vintages.

 

         (¥bn)
         Vintage    Total
         2007    2006    2005    2004 or
earlier
  
21   RMBS    74    289    138    18    520
22  

Sub-prime RMBS

   39    77    25    0    141
23  

Non sub-prime RMBS

   34    213    114    18    379

[Credit exposure related to leveraged loan]

 

   

We are not engaged in origination or distribution of securitized products of leveraged loans, and therefore, there is no balance of leveraged loans for securitization.

 

   

The following table shows the balances of LBO loans as of the end of September 2008.

 

         (¥bn)  
         Americas    Europe    Asia    Japan    Total    Change from
end of March
 

1

  LBO Loan2 (Balance on a commitment basis)    76    179    50    286    590    (41 )

2

 

Balance on a booking basis

   57    159    46    258    519    (23 )

 

2. Includes balance after refinancing. (Figures are rounded off.)

 

B-74


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

[Special Purpose Entities (SPEs)]

 

   

We are engaged in sponsoring ABCP issuance for securitizing our clients’ assets.

 

   

The balance of assets purchased by ABCP conduits (special purpose companies for issuing ABCP) as of the end of September 2008 was ¥4.98 trillion (¥1.74 trillion overseas).

 

   

The purchased assets are mainly receivables and they do not include residential mortgages.

[Monoline insurer related]

 

   

There is no credit outstanding or credit derivative transactions with monoline insurers.

(2) Exposure to GSE related investments

We hold mortgage-backed securities arranged and guaranteed by Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac) and Government National Mortgage Association (Ginnie Mae), mainly as part of our ALM operation relating to foreign currencies.

Our holding balance of these mortgage-backed securities as of the end of September 2008 was ¥2,838 billion in total, a decrease of ¥302 billion compared with the balance as of the end of June 2008. Net unrealized losses were ¥33 billion, a decrease of ¥18 billion from the losses as of the end of June 2008, and the rate of decline in market value was 1.1%, a decrease of 0.5% from the rate at the end of June 2008.

Our holding balance of debt securities issued by the above three institutions and Federal Home Loan Banks (Agency Securities) as of the end of September 2008 was ¥117 billion, a decrease of ¥70 billion compared with the balance as of the end of June 2008. Net unrealized gains were not significant.

 

 

<Terminology>

 

RMBS

 

:   Asset-backed securities collateralized by residential mortgages

CMBS

 

:   Asset-backed securities collateralized by commercial mortgages

CLOs

 

:   Collateralized debt obligations backed by whole commercial loans, revolving credit facilities, or letters of credit

CDOs

 

:   Structured credit securities backed by a pool of securities, loans, or credit default swaps

ABS CDOs

 

:   Collateralized debt obligations backed by asset backed securities

SIVs

 

:   Investment companies established mainly for gaining profit margin by raising funds through subordinated notes and short-term CPs, etc. and investing in relatively long-term securitized products and bonds, etc.

LBO Loans

 

:   Loans collateralized by assets and/or future cash flows of an acquired company

ABCP

 

:   Commercial papers issued by a Special Purpose Company (SPC) collateralized by assets

GSE

 

:   U.S. government sponsored enterprises such as Federal National Mortgage Association (Fannie Mae)

 

 

 

B-75


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

(Reference)

2. Financial Statements

BTMU Consolidated

(1) Consolidated Balance Sheets

 

     (in millions of yen)  
     As of
September 30, 2008
    As of
March 31, 2008
 

Assets:

    

Cash and due from banks

   7,945,518     9,127,750  

Call loans and bills bought

   784,987     1,096,258  

Receivables under resale agreements

   120,503     397,907  

Receivables under securities borrowing transactions

   3,554,122     4,874,657  

Monetary claims bought

   4,173,449     4,529,809  

Trading assets

   8,521,460     4,795,728  

Money held in trust

   286,237     290,341  

Securities

   31,273,945     33,281,702  

Allowance for losses on securities

   (35,716 )   (29,336 )

Loans and bills discounted

   80,668,401     79,363,106  

Foreign exchanges

   1,657,603     1,243,500  

Other assets

   5,213,653     4,590,922  

Tangible fixed assets

   1,022,192     1,366,027  

Intangible fixed assets

   456,804     622,334  

Deferred tax assets

   1,002,539     747,152  

Customers’ liabilities for acceptances and guarantees

   9,353,985     10,483,692  

Allowance for credit losses

   (879,237 )   (979,575 )
            

Total assets

   155,120,452     155,801,981  
            

 

B-76


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

     (in millions of yen)  
      As of
September 30, 2008
    As of
March 31, 2008
 

Liabilities:

    

Deposits

   107,094,684     109,411,671  

Negotiable certificates of deposit

   5,572,916     5,323,841  

Call money and bills sold

   2,147,574     1,800,584  

Payables under repurchase agreements

   3,850,718     3,961,480  

Payables under securities lending transactions

   1,455,135     2,546,715  

Commercial papers

   173,685     357,362  

Trading liabilities

   4,250,007     1,220,211  

Borrowed money

   2,694,290     2,660,227  

Foreign exchanges

   979,813     974,790  

Short-term bonds payable

   36,165     44,200  

Bonds payable

   4,874,970     4,862,493  

Other liabilities

   5,031,727     3,667,563  

Reserve for bonuses

   23,409     25,601  

Reserve for bonuses to directors

   66     141  

Reserve for retirement benefits

   37,274     47,563  

Reserve for retirement benefits to directors

   677     1,035  

Reserve for loyalty award credits

   884     8,043  

Reserve for contingent losses

   50,866     126,649  

Reserve for losses relating to business restructuring

   —       22,865  

Reserves under special laws

   1,471     1,901  

Deferred tax liabilities

   33,130     76,331  

Deferred tax liabilities for land revaluation

   189,933     191,788  

Acceptances and guarantees

   9,353,985     10,483,692  
            

Total liabilities

   147,853,391     147,816,755  
            

Net assets:

    

Capital stock

   996,973     996,973  

Capital surplus

   2,773,290     2,773,290  

Retained earnings

   2,026,410     2,032,903  

Total shareholders’ equity

   5,796,674     5,803,166  

Net unrealized gains (losses) on other securities

   (236,869 )   266,877  

Net deferred gains (losses) on hedging instruments

   11,426     82,737  

Land revaluation excess

   228,616     231,333  

Foreign currency translation adjustments

   (81,330 )   (48,871 )

Pension liability adjustments of subsidiaries preparing financial statements under US GAAP

   (12,392 )   —    

Total valuation and translation adjustments

   (90,549 )   532,077  

Minority interests

   1,560,936     1,649,981  
            

Total net assets

   7,267,061     7,985,225  
            

Total liabilities and net assets

   155,120,452     155,801,981  
            

 

B-77


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

BTMU Consolidated

(2) Consolidated Statements of Income

 

     (in millions of yen)
     For the six months
ended
September 30, 2007
    For the six months
ended
September 30, 2008

Ordinary income

   2,555,737     2,238,656

Interest income

   1,697,474     1,536,345

(Interest on loans and bills discounted)

   1,087,348     1,021,448

(Interest and dividends on securities)

   339,646     284,929

Trust fees

   12,893     9,964

Fees and commissions

   428,689     375,583

Trading income

   99,919     52,036

Other business income

   108,012     151,854

Other ordinary income

   208,749     112,871
          

Ordinary expenses

   2,230,118     2,103,523

Interest expenses

   831,041     650,106

(Interest on deposits)

   424,058     332,338

Fees and commissions

   56,085     56,701

Trading expenses

   —       1,288

Other business expenses

   75,400     122,216

General and administrative expenses

   827,783     774,581

Other ordinary expenses

   439,808     498,629
          

Ordinary profits

   325,618     135,132
          

Extraordinary gains

   32,546     193,831

Gains on disposition of fixed assets

   2,597     954

Gains on loans written-off

   16,898     12,185

Reversal of reserve for contingent liabilities from financial instruments transactions

   —       434

Gains on changes in subsidiaries’ equity

   13,050     —  

Gains on sales of equity securities of MUFG

   —       172,096

Impact upon the adoption of the Accounting standard for lease transactions

   —       6,186

Gains on sales of equity securities of subsidiaries

   —       1,974

Extraordinary losses

   75,789     55,416

Losses on disposition of fixed assets

   6,066     6,634

Losses on impairment of fixed assets

   10,119     1,583

Provision for reserve for losses relating to business restructuring

   59,603     —  

Expenses relating to systems integration

   —       47,198
          

Income before income taxes and others

   282,375     273,547
          

Income taxes—current

   41,997     37,166

Income taxes—deferred

   92,455     14,409

Total taxes

   —       51,575

Minority interests

   (16,217 )   46,829
          

Net income

   164,140     175,142
          

 

B-78


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

BTMU Consolidated

(3) Consolidated Statements of Changes in Net Assets

 

     (in millions of yen)  
      For the six months
ended
September 30, 2007
    For the six months
ended
September 30, 2008
 

Shareholders’ equity

    

Capital stock

    

Balance at the beginning of the period

   996,973     996,973  
            

Balance at the end of the period

   996,973     996,973  
            

Capital surplus

    

Balance at the beginning of the period

   2,767,590     2,773,290  
            

Balance at the end of the period

   2,767,590     2,773,290  
            

Retained earnings

    

Balance at the beginning of the period

   1,914,973     2,032,903  

Changes during the period

    

Dividends from retained earnings

   (160,703 )   (183,966 )

Net income

   164,140     175,142  

Reversal of land revaluation excess

   1,417     2,717  

Increase in companies accounted for under the equity method

   —       5,763  

Decrease in companies accounted for under the equity method

   —       (16 )

Changes in accounting standards in overseas consolidated subsidiaries

   (9,116 )   —    

Increase due to unification of accounting policies applied to foreign subsidiaries

   —       537  

Decrease due to unification of accounting policies applied to foreign subsidiaries

   —       (6,669 )
            

Total changes during the period

   (4,261 )   (6,492 )
            

Balance at the end of the period

   1,910,712     2,026,410  
            

Total shareholders’ equity

    

Balance at the beginning of the period

   5,679,537     5,803,166  

Changes during the period

    

Dividends from retained earnings

   (160,703 )   (183,966 )

Net income

   164,140     175,142  

Reversal of land revaluation excess

   1,417     2,717  

Increase in companies accounted for under the equity method

   —       5,763  

Decrease in companies accounted for under the equity method

   —       (16 )

Changes in accounting standards in overseas consolidated subsidiaries

   (9,116 )   —    

Increase due to unification of accounting policies applied to foreign subsidiaries

   —       537  

Decrease due to unification of accounting policies applied to foreign subsidiaries

   —       (6,669 )
            

Total changes during the period

   (4,261 )   (6,492 )
            

Balance at the end of the period

   5,675,275     5,796,674  
            

 

B-79


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

     (in millions of yen)  
     For the six months
ended
September 30, 2007
    For the six months
ended
September 30, 2008
 

Valuation and translation adjustments

    

Net unrealized gains (losses) on other securities

    

Balance at the beginning of the period

   1,431,320     266,877  

Changes during the period

    

Net changes in items other than shareholders’ equity

   (175,419 )   (503,746 )
            

Total changes during the period

   (175,419 )   (503,746 )
            

Balance at the end of the period

   1,255,900     (236,869 )
            

Net deferred gains (losses) on hedging instruments

    

Balance at the beginning of the period

   (52,655 )   82,737  

Changes during the period

    

Net changes in items other than shareholders’ equity

   (521 )   (71,311 )
            

Total changes during the period

   (521 )   (71,311 )
            

Balance at the end of the period

   (53,177 )   11,426  
            

Land revaluation excess

    

Balance at the beginning of the period

   240,307     231,333  

Changes during the period

    

Net changes in items other than shareholders’ equity

   (1,417 )   (2,717 )
            

Total changes during the period

   (1,417 )   (2,717 )
            

Balance at the end of the period

   238,889     228,616  
            

Foreign currency translation adjustments

    

Balance at the beginning of the period

   (30,676 )   (48,871 )

Changes during the period

    

Net changes in items other than shareholders’ equity

   31,767     (32,458 )
            

Total changes during the period

   31,767     (32,458 )
            

Balance at the end of the period

   1,091     (81,330 )
            

Pension liability adjustments of subsidiaries preparing financial statements under US GAAP

    

Balance at the beginning of the period

   —       —    

Changes during the period

    

Net changes in items other than shareholders’ equity

   —       (12,392 )
            

Total changes during the period

   —       (12,392 )
            

Balance at the end of the period

   —       (12,392 )
            

Total valuation and translation adjustments

    

Balance at the beginning of the period

   1,588,295     532,077  

Changes during the period

    

Net changes in items other than shareholders’ equity

   (145,591 )   (622,627 )
            

Total changes during the period

   (145,591 )   (622,627 )
            

Balance at the end of the period

   1,442,704     (90,549 )
            

 

B-80


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

     (in millions of yen)  
     For the six months
ended
September 30, 2007
    For the six months
ended
September 30, 2008
 

Minority interests

    

Balance at the beginning of the period

   1,622,722     1,649,981  

Changes during the period

    

Net changes in items other than shareholders’ equity

   (46,170 )   (89,044 )
            

Total changes during the period

   (46,170 )   (89,044 )
            

Balance at the end of the period

   1,576,551     1,560,936  
            

Total net assets

    

Balance at the beginning of the period

   8,890,555     7,985,225  

Changes during the period

    

Dividends from retained earnings

   (160,703 )   (183,966 )

Net income

   164,140     175,142  

Reversal of land revaluation excess

   1,417     2,717  

Increase in companies accounted for under the equity method

   —       5,763  

Decrease in companies accounted for under the equity method

   —       (16 )

Changes in accounting standards in overseas consolidated subsidiaries

   (9,116 )   —    

Increase due to unification of accounting policies applied to foreign subsidiaries

   —       537  

Decrease due to unification of accounting policies applied to foreign subsidiaries

   —       (6,669 )

Net changes in items other than shareholders’ equity

   (191,761 )   (711,672 )
            

Total changes during the period

   (196,023 )   (718,164 )
            

Balance at the end of the period

   8,694,532     7,267,061  
            

 

B-81


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

BTMU Non-consolidated

(4) Non-consolidated Balance Sheets

 

     (in millions of yen)  
     As of
September 30, 2008
    As of
March 31, 2008
 

Assets:

    

Cash and due from banks

   7,985,294     9,004,369  

Call loans

   554,331     656,874  

Receivables under resale agreements

   41,097     283,826  

Receivables under securities borrowing transactions

   3,544,509     4,874,657  

Bills bought

   —       226,200  

Monetary claims bought

   3,317,588     3,602,885  

Trading assets

   8,411,407     4,785,724  

Money held in trust

   70,275     77,137  

Securities

   31,106,307     33,191,095  

Allowance for losses on securities

   (92,254 )   (85,776 )

Loans and bills discounted

   72,228,207     70,397,804  

Foreign exchanges

   1,641,257     1,224,907  

Other assets

   4,280,265     3,184,526  

Tangible fixed assets

   936,956     959,984  

Intangible fixed assets

   330,689     356,365  

Deferred tax assets

   993,654     693,629  

Customers’ liabilities for acceptances and guarantees

   7,431,818     6,867,725  

Allowance for credit losses

   (674,415 )   (640,596 )
            

Total assets

   142,106,991     139,661,343  
            

 

B-82


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

     (in millions of yen)
     As of
September 30, 2008
    As of
March 31, 2008

Liabilities:

    

Deposits

   99,767,246     101,861,554

Negotiable certificates of deposit

   5,561,932     5,420,058

Call money

   1,808,065     1,528,706

Payables under repurchase agreements

   3,726,524     3,832,129

Payables under securities lending transactions

   1,382,950     2,487,240

Trading liabilities

   4,149,558     1,171,412

Borrowed money

   4,646,501     4,115,106

Foreign exchanges

   995,640     991,260

Short-term bonds payable

   —       42,200

Bonds payable

   3,180,478     3,066,197

Other liabilities

   3,799,340     1,882,799

Income taxes payable

   11,301     10,568

Lease liabilities

   512     —  

Other liabilities

   3,787,527     —  

Reserve for bonuses

   16,669     16,969

Reserve for bonuses to directors

   43     140

Reserve for retirement benefits

   10,343     10,232

Reserve for loyalty award credits

   703     403

Reserve for contingent losses

   39,252     75,514

Reserves under special laws

   31     31

Deferred tax liabilities for land revaluation

   189,933     191,788

Acceptances and guarantees

   7,431,818     6,867,725
          

Total liabilities

   136,707,035     133,561,471
          

Net assets:

    

Capital stock

   996,973     996,973

Capital surplus

   2,773,290     2,773,290

Capital reserve

   2,773,290     2,773,290

Retained earnings

   1,571,848     1,728,082

Revenue reserve

   190,044     190,044

Other retained earnings

   1,381,804     1,538,037

Funds for retirement benefits

   2,432     2,432

Other reserve

   718,196     718,196

Earned surplus brought forward

   661,175     817,408

Total shareholders’ equity

   5,342,112     5,498,345

Net unrealized gains (losses) on other securities

   (193,236 )   289,078

Net deferred gains (losses) on hedging instruments

   22,464     81,114

Land revaluation excess

   228,616     231,333

Total valuation and translation adjustments

   57,843     601,526
          

Total net assets

   5,399,955     6,099,871
          

Total liabilities and net assets

   142,106,991     139,661,343
          

 

B-83


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

BTMU Non-consolidated

(5) Non-consolidated Statements of Income

 

     (in millions of yen)
     For the six months
ended
September 30, 2007
   For the six months
ended
September 30, 2008

Ordinary income

   1,941,878    1,769,495

Interest income

   1,379,950    1,261,737

(Interest on loans and bills discounted)

   794,108    782,614

(Interest and dividends on securities)

   330,818    270,081

Fees and commissions

   260,936    258,714

Trading income

   99,129    49,428

Other business income

   101,658    123,099

Other ordinary income

   100,203    76,515
         

Ordinary expenses

   1,669,695    1,731,602

Interest expenses

   764,806    597,464

(Interest on deposits)

   370,097    287,204

Fees and commissions

   64,049    65,992

Trading expenses

   832    1,281

Other business expenses

   72,878    105,569

General and administrative expenses

   564,774    565,768

Other ordinary expenses

   202,353    395,526
         

Ordinary profits

   272,183    37,892
         

Extraordinary gains

   32,712    65,387

Extraordinary losses

   10,594    54,580
         

Income before income taxes

   294,301    48,699
         

Income taxes—current

   18,035    8,213

Income taxes—deferred

   88,196    15,470

Total taxes

   —      23,683
         

Net income

   188,069    25,016
         

 

B-84


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

MUTB Consolidated

(1) Consolidated Balance Sheets

 

     (in millions of yen)  
     As of
September 30, 2008
    As of
March 31, 2008
 

Assets:

    

Cash and due from banks

   2,398,412     1,537,096  

Call loans and bills bought

   273,115     196,309  

Receivables under resale agreements

   8,868     —    

Receivables under securities borrowing transactions

   205,525     300,803  

Monetary claims bought

   53,293     63,388  

Trading assets

   280,470     275,131  

Money held in trust

   3,007     3  

Securities

   7,121,591     7,251,895  

Allowance for losses on securities

   (985 )   (829 )

Loans and bills discounted

   9,592,156     9,769,422  

Foreign exchanges

   16,190     11,454  

Other assets

   785,491     866,891  

Tangible fixed assets

   179,837     182,624  

Intangible fixed assets

   81,766     78,936  

Deferred tax assets

   71,700     17,484  

Customers’ liabilities for acceptances and guarantees

   655,084     252,494  

Allowance for credit losses

   (89,968 )   (101,640 )
            

Total assets

   21,635,558     20,701,464  
            

 

B-85


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

     (in millions of yen)  
     As of
September 30, 2008
    As of
March 31, 2008
 

Liabilities:

    

Deposits

   13,148,316     12,415,021  

Negotiable certificates of deposit

   2,334,061     2,015,367  

Call money and bills sold

   80,000     70,629  

Payables under repurchase agreements

   909,516     406,270  

Payables under securities lending transactions

   66,999     475,367  

Trading liabilities

   42,965     52,660  

Borrowed money

   511,354     1,244,563  

Foreign exchanges

   21     108  

Short-term bonds payable

   210,700     231,700  

Bonds payable

   213,400     267,000  

Due to trust accounts

   1,338,192     1,462,822  

Other liabilities

   742,016     388,429  

Reserve for bonuses

   5,779     6,236  

Reserve for bonuses to directors

   29     86  

Reserve for retirement benefits

   2,700     2,607  

Reserve for retirement benefits to directors

   205     216  

Reserve for contingent losses

   6,998     6,532  

Deferred tax liabilities

   518     1,411  

Deferred tax liabilities for land revaluation

   7,319     7,614  

Acceptances and guarantees

   655,084     252,494  
            

Total liabilities

   20,276,180     19,307,140  
            

Net assets:

    

Capital stock

   324,279     324,279  

Capital surplus

   412,315     412,315  

Retained earnings

   528,533     546,596  

Total shareholders’ equity

   1,265,128     1,283,191  

Net unrealized gains (losses) on other securities

   983     112,561  

Net deferred gains (losses) on hedging instruments

   (9,023 )   (6,095 )

Land revaluation excess

   (9,380 )   (10,170 )

Foreign currency translation adjustments

   (4,157 )   (848 )

Total valuation and translation adjustments

   (21,577 )   95,447  

Minority interests

   115,826     15,686  
            

Total net assets

   1,359,377     1,394,324  
            

Total liabilities and net assets

   21,635,558     20,701,464  
            

 

B-86


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

MUTB Consolidated

(2) Consolidated Statements of Income

 

     (in millions of yen)
      For the six months
ended
September 30, 2007
   For the six months
ended
September 30, 2008

Ordinary income

   372,802    336,403

Trust fees

   66,102    57,132

Interest income

   192,078    167,639

(Interest on loans and bills discounted)

   79,897    76,762

(Interest and dividends on securities)

   90,669    72,199

Fees and commissions

   89,106    73,809

Trading income

   3,292    4,168

Other business income

   7,582    27,279

Other ordinary income

   14,640    6,373
         

Ordinary expenses

   270,891    281,410

Interest expenses

   84,906    87,706

(Interest on deposits)

   43,563    45,934

Fees and commissions

   6,678    7,706

Trading expenses

   50    3,419

Other business expenses

   23,410    25,986

General and administrative expenses

   125,072    129,574

Other ordinary expenses

   30,773    27,016
         

Ordinary profits

   101,911    54,992
         

Extraordinary gains

   5,378    1,895

Gains on disposition of fixed assets

   1,113    738

Gains on loans written-off

   3,401    1,157

Reversal of reserve for contingent losses

   863    —  

Extraordinary losses

   1,661    3,375

Losses on disposition of fixed assets

   1,245    1,609

Losses on impairment of fixed assets

   416    1,765
         

Income before income taxes and others

   105,627    53,513
         

Income taxes—current

   1,774    1,669

Income taxes—deferred

   40,155    20,251

Total taxes

   —      21,920

Minority interests

   896    856
         

Net income

   62,800    30,736
         

 

B-87


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

MUTB Consolidated

(3) Consolidated Statements of Changes in Net Assets

 

     (in millions of yen)  
      For the six months
ended
September 30, 2007
    For the six months
ended
September 30, 2008
 

Shareholders’ equity

    

Capital stock

    

Balance at the beginning of the period

   324,279     324,279  
            

Balance at the end of the period

   324,279     324,279  
            

Capital surplus

    

Balance at the beginning of the period

   530,334     412,315  

Changes during the period

    

Dividends

   (118,018 )   —    
            

Total changes during the period

   (118,018 )   —    
            

Balance at the end of the period

   412,315     412,315  
            

Retained earnings

    

Balance at the beginning of the period

   471,989     546,596  

Changes during the period

    

Dividends

   (25,822 )   (48,010 )

Net income

   62,800     30,736  

Reversal of land revaluation excess

   (14 )   (788 )
            

Total changes during the period

   36,963     (18,062 )
            

Balance at the end of the period

   508,952     528,533  
            

Total shareholders’ equity

    

Balance at the beginning of the period

   1,326,602     1,283,191  

Changes during the period

    

Dividends

   (143,841 )   (48,010 )

Net income

   62,800     30,736  

Reversal of land revaluation excess

   (14 )   (788 )
            

Total changes during the period

   (81,055 )   (18,062 )
            

Balance at the end of the period

   1,245,547     1,265,128  
            

 

B-88


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

     (in millions of yen)  
     For the six months
ended
September 30, 2007
    For the six months
ended
September 30, 2008
 

Valuation and translation adjustments

    

Net unrealized gains (losses) on other securities

    

Balance at the beginning of the period

   417,489     112,561  

Changes during the period

    

Net changes in items other than shareholders’ equity

   (74,416 )   (111,578 )
            

Total changes during the period

   (74,416 )   (111,578 )
            

Balance at the end of the period

   343,072     983  
            

Net deferred gains (losses) on hedging instruments

    

Balance at the beginning of the period

   (6,859 )   (6,095 )

Changes during the period

    

Net changes in items other than shareholders’ equity

   (3,029 )   (2,927 )
            

Total changes during the period

   (3,029 )   (2,927 )
            

Balance at the end of the period

   (9,888 )   (9,023 )
            

Land revaluation excess

    

Balance at the beginning of the period

   (10,329 )   (10,170 )

Changes during the period

    

Net changes in items other than shareholders’ equity

   69     790  
            

Total changes during the period

   69     790  
            

Balance at the end of the period

   (10,260 )   (9,380 )
            

Foreign currency translation adjustments

    

Balance at the beginning of the period

   749     (848 )

Changes during the period

    

Net changes in items other than shareholders’ equity

   2,024     (3,308 )
            

Total changes during the period

   2,024     (3,308 )
            

Balance at the end of the period

   2,773     (4,157 )
            

Total valuation and translation adjustments

    

Balance at the beginning of the period

   401,049     95,447  

Changes during the period

    

Net changes in items other than shareholders’ equity

   (75,352 )   (117,024 )
            

Total changes during the period

   (75,352 )   (117,024 )
            

Balance at the end of the period

   325,697     (21,577 )
            

Minority interests

    

Balance at the beginning of the period

   10,777     15,686  

Changes during the period

    

Net changes in items other than shareholders’ equity

   3,956     100,140  
            

Total changes during the period

   3,956     100,140  
            

Balance at the end of the period

   14,733     115,826  
            

Total net assets

    

Balance at the beginning of the period

   1,738,429     1,394,324  

Changes during the period

    

Dividends

   (143,841 )   (48,010 )

Net income

   62,800     30,736  

Reversal of land revaluation excess

   (14 )   (788 )

Net changes in items other than shareholders’ equity

   (71,395 )   (16,884 )
            

Total changes during the period

   (152,451 )   (34,946 )
            

Balance at the end of the period

   1,585,978     1,359,377  
            

 

B-89


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

MUTB Non-consolidated

(4) Non-consolidated Balance Sheets

 

     (in millions of yen)  
     As of
September 30, 2008
    As of
March 31, 2008
 

Assets:

    

Cash and due from banks

   2,148,221     1,238,010  

Call loans

   243,115     192,409  

Receivables under securities borrowing transactions

   185,162     301,357  

Monetary claims bought

   53,073     62,605  

Trading assets

   280,372     274,754  

Money held in trust

   3,004     —    

Securities

   6,966,126     7,071,844  

Allowance for losses on securities

   (985 )   (829 )

Loans and bills discounted

   9,600,573     9,778,877  

Foreign exchanges

   16,190     11,454  

Other assets

   778,039     869,637  

Tangible fixed assets

   176,946     179,703  

Intangible fixed assets

   63,975     61,961  

Deferred tax assets

   69,443     14,453  

Customers’ liabilities for acceptances and guarantees

   241,380     179,701  

Allowance for credit losses

   (89,290 )   (100,756 )
            

Total assets

   20,735,350     20,135,186  
            

 

B-90


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

     (in millions of yen)  
     As of
September 30, 2008
    As of
March 31, 2008
 

Liabilities:

    

Deposits

   12,993,042     12,219,516  

Negotiable certificates of deposit

   2,334,061     2,015,437  

Call money

   80,000     70,629  

Payables under repurchase agreements

   900,702     651,176  

Payables under securities lending transactions

   66,999     319,347  

Trading liabilities

   42,965     52,660  

Borrowed money

   618,217     1,246,844  

Foreign exchanges

   42     121  

Short-term bonds payable

   210,700     231,700  

Bonds payable

   210,000     263,600  

Due to trust accounts

   1,085,924     1,156,318  

Other liabilities

   726,103     372,498  

Income taxes payable

   1,148     1,293  

Lease liabilities

   17     —    

Other liabilities

   724,937     —    

Reserve for bonuses

   4,331     4,400  

Reserve for bonuses to directors

   29     86  

Reserve for contingent losses

   6,995     6,516  

Deferred tax liabilities for land revaluation

   7,319     7,614  

Acceptances and guarantees

   241,380     179,701  
            

Total liabilities

   19,528,815     18,798,169  
            

Net assets:

    

Capital stock

   324,279     324,279  

Capital surplus

   412,315     412,315  

Capital reserve

   250,619     250,619  

Other capital surplus

   161,695     161,695  

Retained earnings

   488,295     505,149  

Revenue reserve

   73,714     73,714  

Other retained earnings

   414,581     431,435  

Funds for retirement benefits

   710     710  

Other reserve

   138,495     138,495  

Earned surplus brought forward

   275,376     292,230  

Total shareholders’ equity

   1,224,890     1,241,744  

Net unrealized gains (losses) on other securities

   (105 )   111,342  

Net deferred gains (losses) on hedging instruments

   (8,868 )   (5,899 )

Land revaluation excess

   (9,380 )   (10,170 )

Total valuation and translation adjustments

   (18,354 )   95,272  
            

Total net assets

   1,206,535     1,337,016  
            

Total liabilities and net assets

   20,735,350     20,135,186  
            

 

B-91


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

MUTB Non-consolidated

(5) Non-consolidated Statements of Income

 

     (in millions of yen)  
      For the six months
ended
September 30, 2007
    For the six months
ended
September 30, 2008
 

Ordinary income

   344,267     310,468  

Trust fees

   59,651     51,281  

Interest income

   186,746     165,498  

(Interest on loans and bills discounted)

   79,968     76,822  

(Interest and dividends on securities)

   90,937     74,703  

Fees and commissions

   75,325     59,255  

Trading income

   2,150     908  

Other business income

   7,628     27,260  

Other ordinary income

   12,765     6,262  
            

Ordinary expenses

   246,495     256,969  

Interest expenses

   80,610     84,849  

(Interest on deposits)

   42,014     44,328  

Fees and commissions

   11,957     11,557  

Trading expenses

   63     3,419  

Other business expenses

   23,410     25,986  

General and administrative expenses

   100,614     104,287  

Other ordinary expenses

   29,839     26,868  
            

Ordinary profits

   97,772     53,499  
            

Extraordinary gains

   9,847     1,841  

Extraordinary losses

   7,381     3,321  
            

Income before income taxes

   100,237     52,019  
            

Income taxes—current

   (231 )   (297 )

Income taxes—deferred

   39,752     20,371  

Total taxes

   —       20,074  
            

Net income

   60,715     31,944  
            

 

B-92


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

MUTB Non-consolidated

(6) Statements of Trust Assets and Liabilities

Including trust assets under service-shared co-trusteeship

 

     (in millions of yen)
     As of
September 30, 2008
   As of
March 31, 2008

Assets:

     

Loans and bills discounted

   231,155    258,808

Securities

   49,023,519    56,653,850

Beneficiary rights to the trust

   30,620,893    29,364,988

Securities held in custody accounts

   1,273,899    1,447,409

Monetary claims

   11,713,560    12,088,390

Tangible fixed assets

   9,228,810    9,006,213

Intangible fixed assets

   137,386    135,336

Other claims

   1,924,816    2,526,318

Call loans

   1,212,197    1,562,454

Due from banking account

   1,337,339    1,462,686

Cash and due from banks

   2,466,547    2,470,131
         

Total assets

   109,170,126    116,976,588
         

Liabilities:

     

Money trusts

   18,790,414    27,359,053

Pension trusts

   13,066,117    13,188,924

Property formation benefit trusts

   11,990    12,672

Loan trusts

   171,211    233,164

Investment trusts

   28,643,813    27,242,745

Money entrusted other than money trusts

   2,692,565    2,782,420

Securities trusts

   1,501,055    1,812,150

Monetary claim trusts

   12,287,101    12,611,728

Equipment trusts

   38,587    39,597

Land and fixtures trusts

   96,539    105,398

Composite trusts

   31,870,730    31,588,732
         

Total liabilities

   109,170,126    116,976,588
         

 

Note: The table shown above includes master trust assets under the service-shared co-trusteeship between MUTB and The Master Trust Bank of Japan, Ltd.

 

B-93


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

Detailed information for trust accounts with contracts indemnifying the principal amounts as of September 30, 2008 (including trusts for which beneficiary interests are re-entrusted)

 

     (in millions of yen)
     Money trusts    Loan trusts

Assets:

     

Loans and bills discounted

   145,226    —  

Securities

   58,064    —  

Other

   982,513    172,155
         

Total

   1,185,803    172,155
         

Liabilities:

     

Principal

   1,154,687    169,572

Allowance for bad debts

   435    —  

Special internal reserves

   —      1,079

Other

   30,680    1,504
         

Total

   1,185,803    172,155
         

 

B-94


Table of Contents

Mitsubishi UFJ Financial Group, Inc.

 

MUTB Non-consolidated

(7) Major Items

 

     (in millions of yen)
      As of
September 30, 2008
   As of
March 31, 2008

Total funds

   47,366,837    55,028,768
         

Deposits

   12,993,042    12,219,516

Negotiable certificates of deposit

   2,334,061    2,015,437

Money trusts

   18,790,414    27,359,053

Pension trusts

   13,066,117    13,188,924

Property formation benefit trusts

   11,990    12,672

Loan trusts

   171,211    233,164
         

Loans and bills discounted

   9,831,729    10,037,685
         

Banking account

   9,600,573    9,778,877

Trust account

   231,155    258,808
         

Investment securities

   55,989,646    63,725,695
         

 

Note: The table shown above includes master trust assets under the service-shared co-trusteeship between MUTB and The Master Trust Bank of Japan, Ltd.

 

B-95


Table of Contents

ANNEX C

UNAUDITED INTERIM CONSOLIDATED JAPANESE GAAP FINANCIAL STATEMENTS

AS OF AND FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2008

On December 1, 2008, we filed with the Director of the Kanto Local Finance Bureau, the Ministry of Finance of Japan, our unaudited interim consolidated Japanese GAAP financial statements as of and for the six months ended September 30, 2008 as part of our quarterly report. We include in this Annex C the unaudited interim consolidated Japanese GAAP financial statements. Japanese GAAP, however, is significantly different in certain respects from accounting principles generally accepted in other countries, including U.S. GAAP. The differences between Japanese GAAP and U.S. GAAP could result in amounts for certain financial statement line items under U.S. GAAP to differ significantly from the amounts under Japanese GAAP. See “Annex A: Unaudited Reverse Reconciliation of Selected Financial Information” to the preliminary prospectus.

*    *    *

Mitsubishi UFJ Financial Group, Inc. (“MUFG”) has prepared its interim consolidated financial statements for the six months ended September 30, 2008, as MUFG falls under the category of a Specified Business Corporation (Tokutei Jigyo Gaisya; a company that is engaged in businesses set forth in Article 17-15-2 of the Cabinet Office Ordinance Concerning Disclosure of Public Companies).

MUFG has prepared its interim consolidated financial statements in accordance with the “Regulation for Terminology, Forms and Preparation of Interim Consolidated Financial Statements” (Ordinance of the Ministry of Finance No. 24 of 1999; the “Interim Consolidated Financial Statements Regulations”). However, assets and liabilities and income and expenses are presented pursuant to the classification defined under the “Ordinance for Enforcement of Banking Law” (Ordinance of the Ministry of Finance No. 10 of 1982).

The interim consolidated financial statements as of and for the six months ended September 30, 2007 (the period from April 1 to September 30, 2007) are prepared in accordance with the Interim Consolidated Financial Statements Regulations and Ordinance for Enforcement of Banking Law before amendments, while the interim consolidated financial statements as of and for the six months ended September 30, 2008 (the period from April 1 to September 30, 2008) are prepared in accordance with the amended Interim Financial Statements Regulations and Ordinance for Enforcement of Banking Law.

 

C-1


Table of Contents

1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(1) Consolidated Balance Sheets

 

   

(in millions of yen)

 
   

As of
September 30, 2007

   

As of
September 30, 2008

   

As of
March 31, 2008

 

Assets:

           

Cash and due from banks

  *7   10,978,368     *7   10,148,110     *7   10,281,603  

Call loans and bills bought

    1,235,519       1,058,103       1,293,705  

Receivables under resale agreements

  *2   5,619,000     *2   3,262,183     *2   7,099,711  

Receivables under securities borrowing transactions

  *2   5,994,256     *2   6,243,090     *2   8,240,482  

Monetary claims bought

  *7   4,856,581     *7   4,226,743     *7   4,593,198  

Trading assets

  *7   11,891,834     *7   17,637,010     *7   11,898,762  

Money held in trust

    456,499       383,278       401,448  

Securities

  *1, *2,  *7, *16   42,990,263     *1, *2,  *7, *16   38,671,375     *1, *2,  *7, *16   40,851,677  

Allowance for losses on securities

    (34,115 )     (36,702 )     (30,166 )

Loans and bills discounted

  *2, *3,  *4, *5, *6, *7, *8   86,751,061     *2, *3,  *4, *5, *6, *7, *8   90,445,118     *2, *3,  *4, *5, *6, *7, *8   88,538,810  

Foreign exchanges

  *2   1,411,213     *2   1,671,474     *2   1,241,656  

Other assets

  *7, *14   4,999,575     *7, *14   6,989,674     *7, *14   5,666,981  

Tangible fixed assets

  *7, *9, *10, *11   1,717,879     *7, *9, *10, *11   1,277,575     *7, *9, *10, *11   1,594,214  

Intangible fixed assets

  *7   906,486     *7   914,401     *7   975,043  

Deferred tax assets

    271,007       1,171,485       773,688  

Customers’ liabilities for acceptances and guarantees

  *16   11,110,052     *16   11,067,649     *16   10,652,865  

Allowance for credit losses

    (1,261,081 )     (1,106,293 )     (1,080,502 )
                       

Total assets

    189,894,404       194,024,280       192,993,179  
                       

 

C-2


Table of Contents
   

(in millions of yen)

   

As of

September 30, 2007

 

As of

September 30, 2008

 

As of

March 31, 2008

Liabilities:

           

Deposits

  *7   117,630,832   *7   119,798,396   *7   121,307,300

Negotiable certificates of deposit

    6,657,864     7,827,311     7,319,321

Call money and bills sold

  *7   2,527,558   *7   3,007,407   *7   2,286,382

Payables under repurchase agreements

  *7   8,451,563   *7   8,677,843   *7   10,490,735

Payables under securities lending transactions

  *7   6,609,067   *7   4,266,088   *7   5,897,051

Commercial papers

  *7   685,459   *7   173,685   *7   349,355

Trading liabilities

    5,655,557     8,354,355     5,944,552

Borrowed money

  *2*7*12   4,511,981   *2*7*12   5,400,785   *2*7*12   5,050,000

Foreign exchanges

  *2   792,983   *2   977,280   *2   972,113

Short-term bonds payable

    593,600     457,683     417,200

Bonds payable

  *7, *13   6,476,523   *7*13   6,289,553   *7, *13   6,285,566

Due to trust accounts

    1,592,480     1,338,192     1,462,822

Other liabilities

    5,318,114     6,898,069     4,388,814

Reserve for bonuses

    49,308     47,839     49,798

Reserve for bonuses to directors

    130     425     434

Reserve for retirement benefits

    64,067     62,010     64,771

Reserve for retirement benefits to directors

    1,761     1,682     2,100

Reserve for loyalty award credits

        10,124     8,079

Reserve for contingent losses

    145,063     83,999     133,110

Reserve for losses relating to business restructuring

    59,317     2,971     22,865

Reserve under special laws

    4,300     3,335     4,639

Deferred tax liabilities

    177,801     37,730     84,185

Deferred tax liabilities for land revaluation

  *9   204,577   *9   197,252   *9   199,402

Acceptances and guarantees

  *7*16   11,110,052   *7, *16   11,067,649   *7*16   10,652,865
                 

Total liabilities

    179,319,967     184,981,676     183,393,470
                 

 

C-3


Table of Contents
   

(in millions of yen)

 
   

As of

September 30, 2007

   

As of

September 30, 2008

   

As of

March 31, 2008

 

Net assets:

           

Capital stock

    1,383,052       1,383,052       1,383,052  

Capital surplus

    1,865,918       1,777,860       1,865,696  

Retained earnings

    4,286,051       4,591,845       4,592,960  

Treasury stock

    (576,420 )     (439,375 )     (726,001 )
                       

Total shareholders’ equity

    6,958,601       7,313,383       7,115,707  
                       

Net unrealized gains (losses) on other securities

    1,803,418       (39,243 )     595,352  

Net deferred gains (losses) on hedging instruments

    (60,107 )     2,745       79,043  

Land revaluation excess

  *9   147,499     *9   143,647     *9   143,292  

Foreign currency translation adjustments

    9,804       (96,306 )     (52,566 )

Pension liability adjustments of subsidiaries preparing financial statements under US GAAP

    —         (12,392 )     —    
                       

Total valuation and translation adjustments

    1,900,614       (1,549 )     765,121  
                       

Subscription rights to shares

    87       3,674       2,509  

Minority interests

    1,715,132       1,727,096       1,716,370  
                       

Total net assets

    10,574,436       9,042,604       9,599,708  
                       

Total liabilities and net assets

    189,894,404       194,024,280       192,993,179  
                       

 

C-4


Table of Contents

(2) Consolidated Statements of Income

 

    

(in millions of yen)

    

For the six months

ended

September 30, 2007

  

For the six months

ended

September 30, 2008

  

For the fiscal year

ended

March 31, 2008

Ordinary income

      3,250,225       2,925,113       6,393,951

Interest income

      1,989,587       1,842,261       3,867,924

(Interest on loans and bills discounted)

      1,161,579       1,134,155       2,302,324

(Interest and dividends on securities)

      431,656       356,656       785,581

Trust fees

      78,972       67,097       151,720

Fees and commissions

      638,809       592,473       1,249,480

Trading income

      189,126       126,317       365,315

Other business income

      109,474       174,846       319,530

Other ordinary income

   *1    244,254    *1    122,116    *1    439,980

Ordinary expenses

      2,752,685       2,736,996       5,364,938

Interest expenses

      1,024,054       872,046       2,027,879

(Interest on deposits)

      458,821       374,699       881,483

Fees and commissions

      91,610       87,443       175,921

Trading expenses

      —         1,191       —  

Other business expenses

      94,699       146,147       239,540

General and administrative expenses

      1,077,126       1,084,363       2,157,843

Other ordinary expenses

   *2    465,195    *2    545,803    *2    763,753
                       

Ordinary profits

      497,539       188,117       1,029,013
                       

Extraordinary gains

      31,212       61,417       110,399

Gains on disposition of fixed assets

      3,900       6,718       34,532

Gains on loans written-off

      20,326       14,388       39,875

Reversal of reserve for contingent liabilities from financial instruments transactions

      —         1,308       —  

Gains on changes in subsidiaries’ equity

      6,985       —         6,985

Gains on sales of equity securities of subsidiaries

      —         32,814       16,075

Impact of the adoption of the accounting standard for lease transactions

   *3    —      *3    6,186    *3    —  

Gains on business divestitures of subsidiaries

      —         —         10,810

Reversal of reserve for contingent losses

      —         —         2,120

 

C-5


Table of Contents
    

(in millions of yen)

    

For the six months

ended

September 30, 2007

   

For the six months

ended

September 30, 2008

   

For the fiscal year

ended

March 31, 2008

Extraordinary losses

      79,028        60,787        118,533

Losses on disposition of fixed assets

      7,589        8,511        15,142

Losses on impairment of fixed assets

      11,421        4,879        14,719

Provision for reserve for contingent liabilities from financial instruments transactions

      413        —          752

Provision for reserve for losses relating to business restructuring

      59,603        197        64,049

Expenses relating to systems integration

      —          47,198        —  

Prior year adjustments

   *4    —       *4    —       *4    23,869

Income before income taxes and others

      449,723        188,747        1,020,879
                         

Income taxes—current

      65,510        47,772        100,129

Income taxes—deferred

      127,914        (168 )      201,091
                   

Total taxes

           47,604       
                   

Minority interests in net income (losses) of consolidated subsidiaries

      (421 )      49,120        83,034
                         

Net income

      256,721        92,023        636,624
                         

 

C-6


Table of Contents

(3) Consolidated Statements of Changes in Net Assets

 

    (in millions of yen)  
    For the six months
ended
September 30, 2007
    For the six months
ended
September 30, 2008
    For the fiscal year
ended
March 31, 2008
 

Shareholders’ equity:

     

Capital stock

     

Balance at the beginning of the period

  1,383,052     1,383,052     1,383,052  
                 

Balance at the end of the period

  1,383,052     1,383,052     1,383,052  
                 

Capital surplus

     

Balance at the beginning of the period

  1,916,300     1,865,696     1,916,300  

Changes during the period

     

Disposition of treasury stock

  (50,382 )   (87,835 )   (50,604 )
                 

Total changes during the period

  (50,382 )   (87,835 )   (50,604 )
                 

Balance at the end of the period

  1,865,918     1,777,860     1,865,696  
                 

Retained earnings

     

Balance at the beginning of the period

  4,102,199     4,592,960     4,102,199  

Changes during the period

     

Dividends from retained earnings

  (64,589 )   (75,855 )   (141,327 )

Net income

  256,721     92,023     636,624  

Reversal of land revaluation excess

  836     (353 )   5,044  

Increase in companies accounted for under the equity method

  —       5,763     (147 )

Decrease in companies accounted for under the equity method

  —       —       (81 )

Prior year adjustments on retained earnings of companies accounted for under the equity method

  —       (16,802 )   —    

Changes in accounting standards in overseas consolidated subsidiaries

  (9,116 )   —       (9,217 )

Unrecognized actuarial differences based on accounting standard for retirement benefits in the United Kingdom

  —       —       (133 )

Increase due to unification of accounting policies applied to foreign subsidiaries

  —       778     —    

Decrease due to unification of accounting policies applied to foreign subsidiaries

  —       (6,669 )   —    
                 

Total changes during the period

  183,851     (1,114 )   490,760  
                 

Balance at the end of the period

  4,286,051     4,591,845     4,592,960  
                 

Treasury stock

     

Balance at the beginning of the period

  (1,001,470 )   (726,001 )   (1,001,470 )

Changes during the period

     

Acquisition of treasury stock

  (2,315 )   (732 )   (152,052 )

Disposition of treasury stock

  427,366     287,358     427,522  
                 

Total changes during the period

  425,050     286,626     275,469  
                 

Balance at the end of the period

  (576,420 )   (439,375 )   (726,001 )
                 

Total shareholders’ equity

     

Balance at the beginning of the period

  6,400,081     7,115,707     6,400,081  

Changes during the period

     

Dividends from retained earnings

  (64,589 )   (75,855 )   (141,327 )

Net income

  256,721     92,023     636,624  

Acquisition of treasury stock

  (2,315 )   (732 )   (152,052 )

Disposition of treasury stock

  376,984     199,522     376,917  

Reversal of land revaluation excess

  836     (353 )   5,044  

Increase in companies accounted for under the equity method

  —       5,763     (147 )

Decrease in companies accounted for under the equity method

  —       —       (81 )

Prior year adjustments on retained earnings of companies accounted for under the equity method

  —       (16,802 )   —    

Changes in accounting standards in overseas consolidated subsidiaries

  (9,116 )   —       (9,217 )

Unrecognized actuarial difference based on accounting standard for retirement benefits in the United Kingdom

  —       —       (133 )

Increase due to unification of accounting policies applied to foreign subsidiaries

  —       778     —    

Decrease due to unification of accounting policies applied to foreign subsidiaries

  —       (6,669 )   —    
                 

Total changes during the period

  558,519     197,675     715,625  
                 

Balance at the end of the period

  6,958,601     7,313,383     7,115,707  
                 

 

C-7


Table of Contents
    (in millions of yen)  
    For the six months
ended
September 30, 2007
    For the six months
ended
September 30, 2008
    For the fiscal year
ended
March 31, 2008
 

Valuation and translation adjustments

     

Net unrealized gains (losses) on other securities

     

Balance at the beginning of the period

  2,054,813     595,352     2,054,813  

Changes during the period

     

Net changes in items other than shareholder’s equity

  (251,395 )   (634,596 )   (1,459,461 )
                 

Total changes during the period

  (251,395 )   (634,596 )   (1,459,461 )
                 

Balance at the end of the period

  1,803,418     (39,243 )   595,352  
                 

Net deferred gains (losses) on hedging instruments

     

Balance at the beginning of the period

  (56,429 )   79,043     (56,429 )

Changes during the period

     

Net changes in items other than shareholders’ equity

  (3,678 )   (76,297 )   135,472  
                 

Total changes during the period

  (3,678 )   (76,297 )   135,472  
                 

Balance at the end of the period

  (60,107 )   2,745     79,043  
                 

Land revaluation excess

     

Balance at the beginning of the period

  148,281     143,292     148,281  

Changes during the period

     

Net changes in items other than shareholders’ equity

  (782 )   355     (4,989 )
                 

Total changes during the period

  (782 )   355     (4,989 )
                 

Balance at the end of the period

  147,499     143,647     143,292  
                 

Foreign currency translation adjustments

     

Balance at the beginning of the period

  (26,483 )   (52,566 )   (26,483 )

Changes during the period

     

Net changes in items other than shareholders’ equity

  36,287     (43,740 )   (26,082 )
                 

Total changes during the period

  36,287     (43,740 )   (26,082 )
                 

Balance at the end of the period

  9,804     (96,306 )   (52,566 )
                 

Pension liability adjustments of subsidiaries preparing financial statements under US GAAP

     

Balance at the beginning of the period

  —       —       —    

Changes during the period

     

Net changes in items other than shareholders’ equity

  —       (12,392 )   —    
                 

Total changes during the period

  —       (12,392 )   —    
                 

Balance at the end of the period

  —       (12,392 )   —    
                 

Total valuation and translation adjustments

     

Balance at the beginning of the period

  2,120,183     765,121     2,120,183  

Changes during the period

     

Net changes in items other than shareholders’ equity

  (219,568 )   (766,671 )   (1,355,061 )
                 

Total changes during the period

  (219,568 )   (766,671 )   (1,355,061 )
                 

Balance at the end of the period

  1,900,614     (1,549 )   765,121  
                 

Subscription rights to shares

     

Balance at the beginning of the period

  0     2,509     0  

Changes during the period

     

Net changes in items other than shareholders’ equity

  87     1,165     2,508  
                 

Total changes during the period

  87     1,165     2,508  
                 

Balance at the end of the period

  87     3,674     2,509  
                 

Minority interests

     

Balance at the beginning of the period

  2,003,434     1,716,370     2,003,434  

Changes during the period

     

Net changes in items other than shareholders’ equity

  (288,302 )   10,725     (287,064 )
                 

Total changes during the period

  (288,302 )   10,725     (287,064 )
                 

Balance at the end of the period

  1,715,132     1,727,096     1,716,370  
                 

 

C-8


Table of Contents
    (in millions of yen)  
    For the six months
ended
September 30, 2007
    For the six months
ended
September 30, 2008
    For the fiscal year
ended
March 31, 2008
 

Total net assets

     

Balance at the beginning of the period

  10,523,700     9,599,708     10,523,700  

Changes during the period

     

Dividends from retained earnings

  (64,589 )   (75,855 )   (141,327 )

Net income

  256,721     92,023     636,624  

Acquisition of treasury stock

  (2,315 )   (732 )   (152,052 )

Disposition of treasury stock

  376,984     199,522     376,917  

Reversal of land revaluation excess

  836     (353 )   5,044  

Increase in companies accounted for under the equity method

  —       5,763     (147 )

Decrease in companies accounted for under the equity method

  —       —       (81 )

Prior year adjustments on retained earnings of companies accounted for under the equity method

  —       (16,802 )   —    

Changes in accounting standards in overseas consolidated subsidiaries

  (9,116 )   —       (9,217 )

Unrecognized actuarial difference based on accounting standard for retirement benefits in UK

  —       —       (133 )

Increase due to unification of accounting policies applied to foreign subsidiaries

  —       778     —    

Decrease due to unification of accounting policies applied to foreign subsidiaries

  —       (6,669 )   —    

Net changes in items other than shareholders’ equity

  (507,783 )   (754,780 )   (1,639,617 )
                 

Total changes during the period

  50,736     (557,104 )   (923,991 )
                 

Balance at the end of the period

  10,574,436     9,042,604     9,599,708  
                 

 

C-9


Table of Contents

(4) Consolidated Statements of Cash Flows

 

    (in millions of yen)  
    For the six months
ended
September 30, 2007
    For the six months
ended
September 30, 2008
    For the fiscal year
ended
March 31, 2008
 

Cash flows from operating activities:

     

Income before income taxes and others

  449,723     188,747     1,020,879  

Depreciation

  161,446     119,986     341,384  

Impairment losses

  11,421     4,879     14,719  

Amortization of goodwill

  5,525     9,727     14,397  

Amortization of negative goodwill

  (4,364 )   (578 )   (4,611 )

Equity in losses (gains) of affiliates

  (8,667 )   (1,495 )   (13,042 )

Increase (decrease) in allowance for credit losses

  65,797     34,932     (109,487 )

Increase (decrease) in allowance for losses on securities

  7,964     6,792     4,015  

Increase (decrease) in reserve for bonuses

  (4,735 )   (2,726 )   (3,488 )

Increase (decrease) in reserve for bonuses to directors

  (233 )   (7 )   195  

Increase (decrease) in reserve for retirement benefits

  (2,807 )   (1,929 )   (1,502 )

Increase (decrease) in reserve for retirement benefits to directors

  519     (434 )   858  

Increase (decrease) in reserve for loyalty award credits

    2,045     2,870  

Increase (decrease) in reserve for contingent losses

  28,420     (48,396 )   17,224  

Increase (decrease) in reserve for losses relating to business restructuring

  59,317     (19,893 )   22,865  

Interest income recognized on statements of income

  (1,989,587 )   (1,842,261 )   (3,867,924 )

Interest expenses recognized on statements of income

  1,024,054     872,046     2,027,879  

Losses (gains) on securities

  (43,491 )   63,952     (6,135 )

Losses (gains) on money held in trust

  (8,924 )   3,683     (10,595 )

Foreign exchange losses (gains)

  67,959     (153,441 )   1,353,236  

Losses (gains) on sales of fixed assets

  3,688     1,792     (19,389 )

Net decrease (increase) in trading assets

  (2,218,659 )   (1,917,996 )   (2,367,363 )

Net increase (decrease) in trading liabilities

  1,304,018     (1,496,717 )   1,671,767  

Adjustment of unsettled trading accounts

  460,557     208,475     68,190  

Net decrease (increase) in loans and bills discounted

  (1,477,139 )   (2,570,356 )   (3,737,986 )

Net increase (decrease) in deposits

  (1,312,254 )   (1,140,509 )   2,755,219  

Net increase (decrease) in negotiable certificates of deposit

  (442,261 )   544,499     254,850  

Net increase (decrease) in borrowed money (excluding subordinated borrowings)

  (380,676 )   656,297     65,668  

Net decrease (increase) in due from banks (excluding cash equivalents)

  (1,914,051 )   445,734     (256,946 )

Net decrease (increase) in call loans and bills bought and others

  (1,162,087 )   3,949,288     (2,806,455 )

Net decrease (increase) in receivables under securities borrowing transactions

  724,104     1,950,051     (1,548,164 )

Net increase (decrease) in call money and bills sold and others

  (12,461 )   (597,151 )   2,158,359  

Net increase (decrease) in commercial papers

  66,898     (153,878 )   (270,808 )

Net increase (decrease) in payables under securities lending transactions

  1,425,763     (1,592,976 )   741,912  

Net decrease (increase) in foreign exchanges (assets)

  (56,636 )   (432,030 )   112,665  

Net increase (decrease) in foreign exchanges (liabilities)

  (208,817 )   5,934     (29,666 )

Net increase (decrease) in short-term bonds payable

  267,600     44,983     77,200  

Net increase (decrease) in issuance and redemption of straight bonds

  (63,548 )   (10,220 )   (167,846 )

Net increase (decrease) in due to trust accounts

  50,031     (124,630 )   (79,626 )

Interest income (cash basis)

  1,933,926     1,880,083     3,849,805  

Interest expenses (cash basis)

  (990,707 )   (879,412 )   (1,971,625 )

Other

  (276,073 )   (15,337 )   (1,465,733 )
                 

Sub-total

  (4,459,445 )   (2,008,446 )   (2,162,235 )
                 

Income taxes

  (70,253 )   (27,418 )   (118,896 )
                 

Net cash provided by (used in) operating activities

  (4,529,698 )   (2,035,865 )   (2,281,132 )
                 

 

C-10


Table of Contents
    (in millions of yen)  
    For the six months
ended
September 30, 2007
    For the six months
ended
September 30, 2008
    For the fiscal year
ended
March 31, 2008
 

Cash flows from investing activities:

     

Purchases of securities

  (27,330,388 )   (43,034,559 )   (73,426,912 )

Proceeds from sales of securities

  18,683,119     27,837,823     50,575,928  

Proceeds from redemption of securities

  13,755,057     17,577,477     27,043,608  

Increase in money held in trust

  (129,798 )   (151,167 )   (271,998 )

Decrease in money held in trust

  150,473     157,744     341,669  

Purchases of tangible fixed assets

  (115,145 )   (41,922 )   (276,668 )

Purchases of intangible fixed assets

  (123,376 )   (86,343 )   (247,920 )

Proceeds from sales of tangible fixed assets

  5,530     14,879     133,787  

Proceeds from sales of intangible fixed assets

  14     21     1,521  

Proceeds from business divestitures

  —       —       11,516  

Additional purchases of equity of consolidated subsidiaries

  (822 )   (59 )   (22,931 )

Proceeds from sales of equity of consolidated subsidiaries

  250     84,995     250  

Increase related to purchases of equity of consolidated subsidiaries affecting the scope of consolidation

  28,179     758     28,179  

Decrease related to purchases of subsidiaries’ equity affecting the scope of consolidation

  —       —       (4,543 )

Increase related to sales of subsidiaries’ equity affecting the scope of consolidation

  —       10,874     18,939  
                 

Net cash provided by (used in) investing activities

  4,923,094     2,370,522     3,904,426  
                 

Cash flows from financing activities:

     

Increase in subordinated borrowings

  122,000     16,404     210,000  

Decrease in subordinated borrowings

  (196,300 )   (53,000 )   (260,300 )

Increase in subordinated bonds payable and bonds with warrants

  210,740     289,700     252,229  

Decrease in subordinated bonds payable and bonds with warrants

  (165,182 )   (182,026 )   (206,808 )

Proceeds from issuance of common stock to minority shareholders

  3,843     235,145     155,509  

Decrease in redemption of preferred stock

  —       (106,420 )   (106,000 )

Repayments of lease obligations

  —       (22 )   —    

Dividend paid by MUFG

  (64,589 )   (75,818 )   (141,327 )

Dividend paid by subsidiaries to minority shareholders

  (47,494 )   (40,589 )   (65,507 )

Payments to minority shareholders due to capital reduction

  —       (57 )   —    

Purchases of treasury stock

  (1,225 )   (279 )   (151,364 )

Proceeds from sales of treasury stock

  672     1,367     780  

Purchases of treasury stock by consolidated subsidiaries

  (4,259 )   (238 )   (12,462 )

Proceeds from sale of treasury stock by consolidated subsidiaries

  15     3     166  

Other

  —       0     (2,937 )
                 

Net cash provided by (used in) financing activities

  (141,779 )   84,170     (328,022 )
                 

Effect of foreign exchange rate changes on cash and cash equivalents

  26,128     (86,493 )   (34,202 )
                 

Net increase (decrease) in cash and cash equivalents

  277,744     332,334     1,261,069  
                 

Cash and cash equivalents at the beginning of the fiscal period

  2,961,153     4,222,222     2,961,153  
                 

Cash and cash equivalents at the end of the fiscal period

  3,238,898     4,554,556     4,222,222  
                 

 

C-11


Table of Contents

Significant Accounting Policies Applied for Preparing the Consolidated Financial Statements

 

   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

1.      Scope of consolidation

  (1) Number of consolidated subsidiaries: 252   (1) Number of consolidated subsidiaries: 246   (1) Number of consolidated subsidiaries: 242
  Principal companies:   Principal companies:   Principal companies:
  The Bank of Tokyo-Mitsubishi UFJ, Ltd.   The Bank of Tokyo-Mitsubishi UFJ, Ltd.   The Bank of Tokyo-Mitsubishi UFJ, Ltd.
  Mitsubishi UFJ Trust and Banking Corporation   Mitsubishi UFJ Trust and Banking Corporation   Mitsubishi UFJ Trust and Banking Corporation
  Mitsubishi UFJ Securities Co., Ltd.   Mitsubishi UFJ Securities Co., Ltd.   Mitsubishi UFJ Securities Co., Ltd.
  The Senshu Bank, Ltd.   The Senshu Bank, Ltd.   The Senshu Bank, Ltd.
  The Master Trust Bank of Japan, Ltd.   The Master Trust Bank of Japan, Ltd.   The Master Trust Bank of Japan, Ltd.
  kabu.com Securities Co., Ltd.   kabu.com Securities Co., Ltd.   kabu.com Securities Co., Ltd.
  Mitsubishi UFJ NICOS Co., Ltd.   Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd.   Mitsubishi UFJ NICOS Co., Ltd.
  The Mitsubishi UFJ Factors Limited   Mitsubishi UFJ NICOS Co., Ltd.   NBL Co., Ltd.
  MU Frontier Servicer Co., Ltd.   NBL Co., Ltd.   The Mitsubishi UFJ Factors Limited
  Mitsubishi UFJ Capital Co., Ltd.   The Mitsubishi UFJ Factors Limited   Mitsubishi UFJ Research & Consulting Co., Ltd.
  KOKUSAI Asset Management Co., Ltd.   Mitsubishi UFJ Research & Consulting Co., Ltd.   MU Frontier Servicer Co., Ltd.
  Mitsubishi UFJ Asset Management Co., Ltd.   MU Frontier Servicer Co., Ltd.   Mitsubishi UFJ Capital Co., Ltd.
  MU Investments Co., Ltd.   Mitsubishi UFJ Capital Co., Ltd.   KOKUSAI Asset Management Co., Ltd.
  Mitsubishi UFJ Real Estate Services Co., Ltd.   KOKUSAI Asset Management Co., Ltd.   Mitsubishi UFJ Asset Management Co., Ltd.
  UnionBanCal Corporation   Mitsubishi UFJ Asset Management Co., Ltd.   MU Investments Co., Ltd.
  Mitsubishi UFJ Trust & Banking Corporation (U.S.A.)   MU Investments Co., Ltd.   Mitsubishi UFJ Real Estate Services Co., Ltd.
  Mitsubishi UFJ Global Custody S.A.   Mitsubishi UFJ Real Estate Services Co., Ltd.   UnionBanCal Corporation
  Mitsubishi UFJ Securities International plc   UnionBanCal Corporation   Mitsubishi UFJ Wealth Management Bank (Switzerland), Ltd.

 

C-12


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  Mitsubishi UFJ Securities (USA), Inc.   Mitsubishi UFJ Wealth Management Bank (Switzerland), Ltd.   Mitsubishi UFJ Trust & Banking Corporation (U.S.A.)
  Mitsubishi UFJ Trust International Limited   Mitsubishi UFJ Trust & Banking Corporation (U.S.A.)   Mitsubishi UFJ Global Custody S.A.
  Mitsubishi UFJ Securities (HK) Holdings, Limited   Mitsubishi UFJ Global Custody S.A.   Mitsubishi UFJ Securities International plc
  BTMU Capital Corporation   Mitsubishi UFJ Securities International plc   Mitsubishi UFJ Securities (USA), Inc.
  BTMU Leasing & Finance, Inc.   Mitsubishi UFJ Securities (USA), Inc.   Mitsubishi UFJ Trust International Limited
 

PT U Finance Indonesia

PT UFJ-BRI Finance

  Mitsubishi UFJ Trust International Limited   Mitsubishi UFJ Securities (HK) Holdings, Limited
    Mitsubishi UFJ Securities (HK) Holdings, Limited   BTMU Capital Corporation
    BTMU Capital Corporation  

BTMU Leasing & Finance, Inc.

   

BTMU Leasing & Finance, Inc.

 

PT U Finance Indonesia

PT. BTMU-BRI Finance

 

PT U Finance Indonesia

PT. BTMU-BRI Finance

 

In the six months ended September 30, 2007, kabu.com Securities Co., Ltd. and 5 other companies were included in the scope of consolidation due to a change in ownership status from being an affiliate and being newly established.

 

Additionally, DC Card Co., Ltd. and 6 other companies were excluded from the scope of consolidation due to merger with another company and liquidation.

 

In the six months ended September 30, 2008, Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd. and 8 other companies were included in the scope of consolidation due to a change in ownership status from being an affiliate, being newly established, or other reasons.

 

Additionally, Tokai Finance (Curacao) N.V. and 4 other companies were excluded from the scope of consolidation due to liquidation, merger with another company or other reasons.

 

In the fiscal year ended March 31, 2008, kabu.com Securities Co., Ltd. and 13 other companies were included in the scope of consolidation due to a change in ownership status from being an affiliate, being newly established, or other reasons.

 

Additionally, DC Card Co., Ltd. and 24 other companies were excluded from the scope of consolidation due to merger with another company, liquidation, or other reasons.

  On April 1, 2007, UFJ NICOS Co., Ltd. merged with DC Card Co., Ltd., and was renamed Mitsubishi UFJ NICOS Co., Ltd.     On April 1, 2007, UFJ NICOS Co., Ltd. merged with DC Card Co., Ltd., and was renamed Mitsubishi UFJ NICOS Co., Ltd.

 

C-13


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  On April 2, 2007, Bank of Tokyo-Mitsubishi UFJ (Luxembourg) S.A. changed its name to Mitsubishi UFJ Global Custody S.A.    

On April 2, 2007, Bank of Tokyo-Mitsubishi UFJ (Luxembourg) S.A. changed its name to Mitsubishi UFJ Global Custody S.A.

 

On January 28, 2008, PT UFJ-BRI Finance changed its name to PT. BTMU-BRI Finance.

 

(2) Non-consolidated subsidiaries:

 

There are no non-consolidated subsidiaries.

 

(2) Non-consolidated subsidiaries:

 

There are no non-consolidated subsidiaries.

 

(2) Non-consolidated subsidiaries:

 

There are no non-consolidated subsidiaries.

 

(Additional information)

 

10 special purpose companies deemed not to be subsidiaries of investing entities in accordance with Article 8-7 of Regulation for Terminology, Forms and Preparation of Financial Statements have been excluded from the scope of consolidation. An outline and other information on these companies are provided in the Note on “Special Purpose Companies Subject to Disclosure”.

   

(Additional information)

 

8 special purpose companies deemed not to be subsidiaries of investing entities in accordance with Article 8-7 of Regulation for Terminology, Forms and Preparation of Financial Statements have been excluded from the scope of consolidation. An outline and other information on these companies are provided in the Note on “Special Purpose Companies Subject to Disclosure”.

  The Accounting Standards Board of Japan (“ASBJ”) Implementation Guidance No. 15 “Implementation Guidance on Disclosures about Certain Special Purpose Entities” (issued by ASBJ on March 29, 2007) became effective from fiscal years beginning on or after April 1, 2007. This guidance has been applied from the six months ended September 30, 2007.     The Accounting Standards Board of Japan (“ASBJ”) Implementation Guidance No. 15 “Implementation Guidance on Disclosures about Certain Special Purpose Entities” (issued by ASBJ on March 29, 2007) became effective from fiscal years beginning on or after April 1, 2007. This guidance has been applied from the fiscal year ended March 31, 2008.

 

C-14


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  (3) Entities not treated as subsidiaries even though the MUFG Group owns the majority of the voting rights (rights to execute duties):   (3) Entities not treated as subsidiaries even though the MUFG Group owns the majority of the voting rights (rights to execute duties):   (3) Entities not treated as subsidiaries even though the MUFG Group owns the majority of the voting rights (rights to execute duties):
  Nichiele Corporation   Nichiele Corporation   Nichiele Corporation
 

(Reasons for not treating as a subsidiary)

 

A consolidated subsidiary that operates an investment business holds shares in this company with the intention of raising corporate value but with no intention of controlling the company. Therefore it is not treated as a subsidiary.

 

Hygeia Co., Ltd.

 

(Reasons for not treating as a subsidiary)

 

A consolidated subsidiary that operates an investment business holds shares in this company with the intention of raising corporate value but with no intention of controlling the company. Therefore it is not treated as a subsidiary.

 

Hygeia Co., Ltd.

 

(Reasons for not treating as a subsidiary)

 

A consolidated subsidiary that operates an investment business holds shares in this company with the intention of raising corporate value but with no intention of controlling the company. Therefore it is not treated as a subsidiary.

 

Hygeia Co., Ltd.

 

(Reasons for not treating as a subsidiary)

 

This company was established as a property management agent to manage buildings in trust for beneficiaries of a land trust business with no intention of controlling this company. Therefore, it is not treated as a subsidiary.

 

(Reasons for not treating as a subsidiary)

 

This company was established as a property management agent to manage buildings in trust for beneficiaries of a land trust business with no intention of controlling this company. Therefore, it is not treated as a subsidiary.

 

(Reasons for not treating as a subsidiary)

 

This company was established as a property management agent to manage buildings in trust for beneficiaries of a land trust business with no intention of controlling this company. Therefore, it is not treated as a subsidiary.

  THCAP Investment Limited Partnership   THCAP Investment Limited Partnership   THCAP Investment Limited Partnership
  Shonan Sangakurenkei Fund Investment Limited Partnership   Shonan Sangakurenkei Fund Investment Limited Partnership   Shonan Sangakurenkei Fund Investment Limited Partnership
  Gunma Challenge Fund Investment Limited Partnership   Gunma Challenge Fund Investment Limited Partnership   Gunma Challenge Fund Investment Limited Partnership
  FOODSNET Corporation   FOODSNET Corporation   FOODSNET Corporation
  YAMAGATA FOODS, Co., Ltd.   YAMAGATA FOODS, Co., Ltd.   YAMAGATA FOODS, Co., Ltd.
  GREEN BELL Co., Ltd.   GREEN BELL Co., Ltd.   GREEN BELL Co., Ltd.
    PATLITE Corporation   PATLITE Corporation
    BESTa Foods Co., Ltd.   BESTa Foods Co., Ltd.
    Dream Infinity Inc.   Dream Infinity Inc.
    Nippon Computer System Co., Ltd.  

 

C-15


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  (Reasons for not treating as a subsidiary)   (Reasons for not treating as a subsidiary)   (Reasons for not treating as a subsidiary)
  A consolidated venture capital subsidiary participates in the management of these partnerships as an unlimited liability partner as its main business or owns an interest in the stock to support their capital growth with no intention of controlling these partnerships. Therefore they are not treated as subsidiaries.   A consolidated venture capital subsidiary participates in the management of these partnerships as an unlimited liability partner as its main business or owns an interest in the stock to support their capital growth with no intention of controlling these partnerships. Therefore they are not treated as subsidiaries.   A consolidated venture capital subsidiary participates in the management of these partnerships as an unlimited liability partner as its main business or owns an interest in the stock to support their capital growth with no intention of controlling these partnerships. Therefore they are not treated as subsidiaries.
 

 

___________

 

(4) Special purpose companies subject to disclosure

 

1) Overview of special purpose companies and transactions involving the special purpose companies:

 

Special purpose companies (mainly companies established in the Cayman Islands) are used for securitization. Upon securitization, Mitsubishi UFJ NICOS Co., Ltd. (“MUN”) establishes a trust for the loans, and issues beneficiary interests with senior, subordinate and other tranches. Only the senior beneficiary interests are transferred to the special purpose companies. The special purpose companies issue bonds or make a borrowing backed by the transferred senior beneficiary interests. MUN receives cash raised as proceeds from the transfer of the senior beneficiary interests.

 

 

___________

 

C-16


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

    MUN also provides a debt collection service to the special purpose companies and retains the subordinated beneficiary interests and a portion of the proceeds from the sale of senior beneficiary interests. An adequate allowance for credit losses is established for the subordinated portion in trust assets for which recovery is less than expected.  
    As a result of the securitization, there are three special purpose companies that have outstanding transaction balances with MUN as of September 30, 2008. The total assets (gross total) and the total liabilities (gross total) of these special purpose companies at their most recent balance sheet dates amount to 17,947 million yen, and 17,866 million yen, respectively. Neither MUFG nor any of its subsidiaries own stock with voting rights of these special purpose companies, nor have any directors or employees of MUFG or any of its subsidiaries been seconded to the special purpose companies.  

 

C-17


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

   

2)      Transaction amounts with special purpose companies subject to disclosure and other information for the interim period:

 

 
        

(in millions of yen)

    
    

Amount of major transactions

or balance as of Sept. 30, 2008

  
    

Principal Gains or Losses

  
        

(Item)

  (Amount)     
    

Transferred senior beneficiary interests relating to:

    
    

Operating loans

  —     
    

Gains on sales

  —     
    

Residual balance of proceeds from sales (accounts receivable)

  29   
    

Gains on distribution

  —     
    

Transaction volume of debt collection service (Note 2)

  756   
    

Gains on debt collection service

  756   
   

 

Notes:

1.     As of September 30, 2008, the balance of subordinated beneficiary interests not transferred to the special purpose companies is 73,304 million yen. Gains on distribution from these subordinate beneficiary interests (9,511 million yen) are recorded as “Interest income” and elsewhere.

 
   

2.     Gains on the debt collection service are recorded as “Fees and commissions” and elsewhere.

 

2.      Application of equity method

  (1) Number of affiliates accounted for under the equity method: 44   (1) Number of affiliates accounted for under the equity method: 61   (1) Number of affiliates accounted for under the equity method: 43
  Principal companies:   Principal companies:   Principal companies:
  The Chukyo Bank, Ltd.   The Chukyo Bank, Ltd.   The Chukyo Bank, Ltd.
  The Gifu Bank, Ltd.   The Gifu Bank, Ltd.   The Gifu Bank, Ltd.
  Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd.   Jibun Bank Corporation   Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd.
  Mitsubishi UFJ Lease & Finance Company Limited   Mitsubishi UFJ Lease & Finance Company Limited   Mitsubishi UFJ Lease & Finance Company Limited

 

C-18


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  BOT Lease Co., Ltd.   BOT Lease Co., Ltd.   BOT Lease Co., Ltd.
  ACOM CO., Ltd.   ACOM CO., Ltd.   ACOM CO., Ltd.
  Mobit Co., Ltd.   Mobit Co., Ltd.   Mobit Co., Ltd.
  Mitsubishi Research Institute DCS Co., Ltd.   JACCS CO., Ltd.   JACCS CO., Ltd.
 

For the six months ended September 30, 2007, kabu.com Securities Co., Ltd. and 3 other companies were excluded from the scope of affiliates due to change in ownership status to a subsidiary, merger or other reasons.

 

On April 1, 2007, Diamond Lease Co., Ltd., merged with UFJ Central Leasing Co., Ltd. and was renamed Mitsubishi UFJ Lease & Finance Company Limited.

 

On April 1, 2007, Diamond Computer Service Co., Ltd. was renamed Mitsubishi Research Institute DCS Co., Ltd.

 

JALCARD, INC.

 

Mitsubishi Research Institute DCS Co., Ltd.

 

Dah Sing Financial Holdings Limited

 

PT. Bank Nusantara Parahyangan Tbk.

 

Kim Eng Holdings Limited

 

For the six months ended September 30, 2008, JALCARD, INC. and 19 other companies were newly accounted for under the equity method through purchase of shares or other reasons.

 

Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd. and 1 other company were excluded from the scope of affiliates due to change in ownership status to a subsidiary.

 

Mitsubishi Research Institute DCS Co., Ltd.

 

PT. Bank Nusantara Parahyangan Tbk.

 

For the fiscal year ended March 30, 2008, JACCS CO., Ltd. and 1 other company were newly accounted for under the equity method due to additional investments or other reasons.

 

For the fiscal year ended March 31, 2008, MU Japan Fund PLC was newly accounted for under the equity method due to the significance of MUFG’s share of net income and retained earnings on the consolidated financial statements.

 

kabu.com Securities Co., Ltd. and 7 other companies were excluded from the scope of affiliates due to change in ownership status to a subsidiary, merger, or other reasons.

 

     

On April 1, 2007, Diamond Lease Co., Ltd. merged with UFJ Central Leasing Co., Ltd., and was renamed Mitsubishi UFJ Lease & Finance Company Limited.

 

On April 1, 2007, Diamond Computer Service Co., Ltd. was renamed Mitsubishi Research Institute DCS Co., Ltd.

 

C-19


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

 

(2) Non-consolidated subsidiaries not accounted for under the equity method

 

There are no applicable companies.

 

(2) Non-consolidated subsidiaries not accounted for under the equity method

 

There are no applicable companies.

 

(2) Non-consolidated subsidiaries not accounted for under the equity method

 

There are no applicable companies.

  (3) Affiliates not accounted for under the equity method  

 

(3) Affiliates not accounted for under the equity method

  (3) Affiliates not accounted for under the equity method
  Principal companies:   Principal company:   Principal company:
 

SCB Leasing Public Company Limited

MU Japan Fund PLC

  SCB Leasing Public Company Limited   SCB Leasing Public Company Limited
 

These affiliates are not accounted for under the equity method because MUFG’s share of its net income, retained earnings or deferred gains and losses on hedging instruments do not have a material impact on the interim consolidated financial statements even if these companies are excluded from the scope of applying the equity method.

  This affiliate is not accounted for under the equity method because MUFG’s share of its net income, retained earnings or deferred gains and losses on hedging instruments do not have a material impact on the interim consolidated financial statements even if this company is excluded from the scope of applying the equity method.   This affiliate is not accounted for under the equity method because MUFG’s share of its net income, retained earnings or deferred gains and losses on hedging instruments do not have a material impact on the consolidated financial statements even if this company is excluded from the scope of applying the equity method.
  (4) Entities not recognized as affiliates in which 20% to 50% of the voting rights are owned:   (4) Entities not recognized as affiliates in which 20% to 50% of the voting rights are owned:   (4) Entities not recognized as affiliates in which 20% to 50% of the voting rights are owned:
  Kyoto Remedis Co., Ltd.   Kyoto Remedis Co., Ltd.   Kyoto Remedis Co., Ltd.
  VLI Communications Co., Ltd.   Kyoto Constella Technologies Co., Ltd.   Kyoto Constella Technologies Co., Ltd.
  SuperIndex Inc.   SuperIndex Inc.   SuperIndex Inc.
  Pasto Co., Ltd.   Pasto Co., Ltd.   Pasto Co., Ltd.
  Pharma Frontier Co., Ltd.   cifra inc.   Pharma Frontier Co., Ltd.
  Medical Trials Inc.   Pharma Frontier Co., Ltd.   Medical Trials Inc.
  MARS ltd.   Medical Trials Inc.   MARS ltd.
  Assist Computer Systems Inc.   Assist Computer Systems Inc.   Assist Computer Systems Inc.
  SSI Corporation   SPRING, inc   Conversion Co., Ltd

 

C-20


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  SANKI Co., Ltd.   Street Design Corporation   SSI Corporation
  SuperMap Japan Co., Ltd.   MARS ltd.   SuperMap Japan Co., Ltd.
  NBA JAPAN Co., Ltd.   Conversion Co., Ltd   NBA JAPAN Co., Ltd.
  Japan Medical Information Research Institute, Inc.   SSI Corporation   Japan Medical Information Research Institute, Inc.
  Street Design Corporation   SuperMap Japan Co., Ltd.   Street Design Corporation
  cifra inc.   NBA JAPAN Co., Ltd.   cifra inc.
  Centillion II Venture Capital Corporation   Japan Medical Information Research Institute, Inc.   Centillion II Venture Capital Corporation
    Centillion II Venture Capital Corporation  
 

(Reason for not treating as an affiliate)

 

The consolidated venture capital subsidiaries own shares in these companies to support their capital growth with no intention of controlling these entities. Therefore they are not treated as affiliates.

 

(Reason for not treating as an affiliate)

 

The consolidated venture capital subsidiaries own shares in these companies to support their capital growth with no intention of controlling these entities. Therefore they are not treated as affiliates.

 

(Reason for not treating as an affiliate)

 

The consolidated venture capital subsidiaries own shares in these companies to support their capital growth with no intention of controlling these entities. Therefore they are not treated as affiliates.

 

RYOGOKU CITY CORE Co., Ltd

 

(Reason for not treating as an affiliate)

 

This company was established as a property management agent to manage buildings in trust for beneficiaries of a land trust business with no intention of controlling this company. Therefore, it is not treated as an affiliate.

 

RYOGOKU CITY CORE Co., Ltd

 

(Reason for not treating as an affiliate)

 

This company was established as a property management agent to manage buildings in trust for beneficiaries of a land trust business with no intention of controlling this company. Therefore, it is not treated as an affiliate.

 

RYOGOKU CITY CORE Co., Ltd

 

(Reason for not treating as an affiliate)

 

This company was established as a property management agent to manage buildings in trust for beneficiaries of a land trust business with no intention of controlling this company. Therefore, it is not treated as an affiliate.

3. Balance sheet date for the interim periods (balance sheet date) of consolidated subsidiaries

  (1) The interim financial statements balance sheet dates of consolidated subsidiaries are as follows:   (1) The interim financial statements balance sheet dates of consolidated subsidiaries are as follows:   (1) The balance sheet dates of consolidated subsidiaries are as follows:
  November 30: 3 subsidiaries   November 30: 3 subsidiaries   May 31: 3 subsidiaries
  April 30: 3 subsidiaries   December 31: 1 subsidiary   August 31: 1 subsidiary
  June 30: 140 subsidiaries   February 28/29: 1 subsidiary   October 31: 1 subsidiary
  July 24: 18 subsidiaries   April 30: 1 subsidiary   December 31: 139 subsidiaries
  July 31: 1 subsidiary   June 30: 138 subsidiaries   January 24: 17 subsidiaries
  August 31: 2 subsidiaries   July 24: 20 subsidiaries   January 31: 1 subsidiary
  September 30: 85 subsidiaries   July 31: 1 subsidiary   February 28/29: 1 subsidiary
    August 31: 2 subsidiaries   March 31: 79 subsidiaries
    September 30: 79 subsidiaries  

 

C-21


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  (2) Two of the consolidated subsidiaries with interim financial statements balance sheet dates as of November 30 are consolidated based on their financial statements as of August 31.   (2) Two of the consolidated subsidiaries with interim financial statements balance sheet dates as of November 30 are consolidated based on their financial statements as of August 31.   (2) Two of the consolidated subsidiaries with balance sheet dates as of May 31 are consolidated based on their financial statements as of February 28/29.
 

One of the consolidated subsidiaries with interim financial statements balance sheet date as of November 30, one of the consolidated subsidiaries with interim financial statements balance sheet date as of April 30 and one of the consolidated subsidiaries with interim financial statements balance sheet date as of June 30 are consolidated based on their financial statements as of September 30.

 

One of the consolidated subsidiaries with interim financial statements balance sheet date as of April 30 is consolidated based on its financial statements as of June 30.

 

One of the consolidated subsidiaries with interim financial statements balance sheet date as of April 30 is consolidated based on its financial statements as of July 31.

 

Consolidated subsidiaries other than specified above are consolidated based on their financial statements as of the respective interim financial statements balance sheet dates.

 

One of the consolidated subsidiaries with interim financial statements balance sheet date as of November 30 and the consolidated subsidiary with interim financial statements balance sheet date as of February 28/29 are consolidated based on their financial statements as of September 30.

 

The consolidated subsidiary with interim financial statements balance sheet date as of December 31 is consolidated based on its financial statements as of June 30.

 

The consolidated subsidiary with interim financial statements balance sheet date as of April 30 is consolidated based on its financial statements as of July 31.

 

Consolidated subsidiaries other than specified above are consolidated based on their financial statements as of the respective interim financial statements balance sheet dates.

 

One of the consolidated subsidiaries with balance sheet date as of May 31 and the consolidated subsidiary with balance sheet date as of August 31 are consolidated based on their financial statements as of March 31.

 

The consolidated subsidiary with balance sheet date as of October 31 is consolidated based on its financial statements as of January 31.

 

Consolidated subsidiaries other than specified above are consolidated based on their financial statements as of the respective balance sheet dates.

 

C-22


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  Necessary adjustments are made to reflect any significant transactions that occurred between the interim consolidated financial statements balance sheet date and interim financial statements balance sheet dates of the consolidated subsidiaries above.   Necessary adjustments are made to reflect any significant transactions that occurred between the interim consolidated financial statements balance sheet date and interim financial statements balance sheet dates of the consolidated subsidiaries above.  

Necessary adjustments are made to reflect any significant transactions that occurred between the consolidated balance sheet date and the balance sheet dates of the consolidated subsidiaries above.

 

(Additional information)

 

The Bank of Tokyo-Mitsubishi UFJ, Ltd., a subsidiary of MUFG, established The Bank of Tokyo-Mitsubishi UFJ (China), Ltd. on June 28, 2007 and transferred its 6 branches and 2 sub-branches in China to the new company on July 1, 2007. Adjustments relating to transfers of the branches and sub-branches described above are reflected in the consolidated financial statements as significant transactions. The statement of income of The Bank of Tokyo-Mitsubishi UFJ (China), Ltd. from July 1, 2007 to September 30, 2007 is not reflected to the consolidated statement of income; however, its impact is immaterial.

   

(Additional information)

 

The Bank of Tokyo-Mitsubishi UFJ, Ltd., a subsidiary of MUFG, established The Bank of Tokyo-Mitsubishi UFJ (China), Ltd. on June 28, 2007 and transferred its 6 branches and 2 sub-branches in China to the new company on July 1, 2007. The balance sheet date of the consolidated subsidiary, The Bank of Tokyo-Mitsubishi UFJ (China), Ltd. is December 31.

     
 

The Bank of Tokyo-Mitsubishi UFJ (China), Ltd. is included in the “Asia /Oceania” segment.

   

 

C-23


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

4.      Accounting policies

 

(1) Trading assets and trading liabilities; trading income and expenses

 

Transactions entered into for generating gains using short-term fluctuations or arbitrage opportunities in interest rates, currency exchange rates, market prices in securities markets or other market indices (“Trading transactions”) are presented in “Trading assets” and “Trading liabilities” in the interim consolidated balance sheet on a trade date basis. Gains and losses from trading transactions (interest and dividends, gains and losses on sales, and unrealized gains and losses) are presented in “Trading income” and “Trading expenses” in the interim consolidated statement of income.

 

Trading assets and trading liabilities are measured at fair values as at the interim financial statements balance sheet date.

 

(1) Trading assets and trading liabilities; trading income and expenses

 

Transactions entered into for generating gains using short-term fluctuations or arbitrage opportunities in interest rates, currency exchange rates, market prices in financial instrument markets or other market indices (“Trading transactions”) are presented in “Trading assets” and “Trading liabilities” in the interim consolidated balance sheet on a trade date basis. Gains and losses from trading transactions (interest and dividends, gains and losses on sales, and unrealized gains and losses) are presented in “Trading income” and “Trading expenses” in the interim consolidated statement of income.

 

Trading assets and trading liabilities are measured at fair values as at the interim financial statements balance sheet date.

 

(1) Trading assets and trading liabilities; trading income and expenses

 

Transactions entered into for generating gains using short-term fluctuations or arbitrage opportunities in interest rates, currency exchange rates, market prices in securities markets or other market indices (“Trading transactions”) are presented in “Trading assets” and “Trading liabilities” in the consolidated balance sheet on a trade date basis. Gains and losses from trading transactions (interest and dividends, gains and losses on sales, and unrealized gains and losses) are presented in “Trading income” and “Trading expenses” in the consolidated statement of income.

 

Trading assets and trading liabilities are measured at fair values as at the balance sheet date.

 

(2)    Securities

 

(A) Debt securities being held to maturity are carried at amortized costs (using the straight-line method) using the moving average method. Investments in affiliates not accounted for under the equity method are carried at acquisition costs using the moving average method. Other securities with fair values are carried at their quoted market prices as at

 

(2)    Securities

 

(A) Same as described in the six months ended September 30, 2007.

 

(2)    Securities

 

(A) Debt securities being held to maturity are carried at amortized costs (using the straight-line method) using the moving average method. Investments in affiliates not accounted for under the equity method are carried at acquisition costs using the moving average method. Other securities with fair values are carried at their quoted market prices as at

 

C-24


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  the interim financial statements balance sheet date (cost of securities sold is calculated primarily under the moving average method). Other securities that have no fair values are carried at acquisition costs or amortized costs as computed under the moving average method.     the balance sheet date (cost of securities sold is calculated primarily under the moving average method). Other securities that have no fair values are carried at acquisition costs or amortized costs as computed under the moving average method.
  Net unrealized gains (losses) on other securities are included directly in net assets, net of taxes, excluding changes in fair value recognized in current earnings for securities with embedded derivatives which are not bifurcated.     Net unrealized gains (losses) on other securities are included directly in net assets, net of taxes, excluding changes in fair value recognized in current earnings for securities with embedded derivatives which are not bifurcated.
   

(Additional information)

Floating-rate Japanese government bonds which are included in “Securities” had previously been evaluated based on market values. The domestic consolidated banking subsidiary has examined its accounting treatment for floating-rate Japanese government bonds in accordance with PITF No. 25 “Practical Solution on Measurement of Fair Value of Financial Assets” (issued by the ASBJ on October 28, 2008) and determined that market values at the end of the interim period cannot be deemed as fair values as a result of assessing the current market environment, and measures its floating-rate Japanese government bonds based on reasonably estimated amounts starting from the six months ended September 30, 2008.

 
    This resulted in a 122,235 million yen increase in “Securities,” a 41,083 million yen decrease in  

 

C-25


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

    “Deferred tax assets” and an 81,152 million yen increase in “Net unrealized gains (losses) on other securities” as compared to the measurement using the quoted market prices.  
 

(B) Securities which are held as trust assets in “Money held in trust” are accounted for under the same basis as noted in Notes (1) and (2) (A) above.

 

Unrealized gains and losses on securities that are part of trust assets in connection with monies held in trust, which are not held for trading purposes or held to maturity, are included directly in net assets, net of taxes.

  (B) Same as described in the six months ended September 30, 2007.  

(B) Same as described in the six months ended September 30, 2007.

 

(3)    Derivatives

 

Derivative transactions (other than trading transactions) are generally measured at fair value.

 

(3)    Derivatives

 

Same as described in the six months ended September 30, 2007.

 

(3)    Derivatives

 

Same as described in the six months ended September 30, 2007.

 

(4)    Depreciation

 

1)      Tangible fixed assets

 

(4)    Depreciation

 

1)      Tangible fixed assets (excluding leased assets)

 

(4)    Depreciation

 

1)      Tangible fixed assets

  Depreciation for tangible fixed assets of MUFG and its domestic consolidated banking subsidiaries and trust banking subsidiaries is computed using the declining-balance method.   Depreciation for tangible fixed assets of MUFG and its domestic consolidated banking subsidiaries and trust banking subsidiaries is computed using the declining-balance method to allocate annual estimated depreciation to each period.   Depreciation for tangible fixed assets of MUFG and its domestic consolidated banking subsidiaries and trust banking subsidiaries is computed using the declining-balance method.
 

The estimated useful lives are as follows:

 

Buildings: 15 years to 50 years

Equipment: 2 years to 20 years

 

The estimated useful lives are as follows:

 

Buildings: 15 years to 50 years

Other: 2 years to 20 years

 

The estimated useful lives are as follows:

 

Buildings: 15 years to 50 years

Equipment: 2 years to 20 years

 

C-26


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  Depreciation for tangible fixed assets of other consolidated subsidiaries is computed primarily using the straight-line method based on their estimated useful lives.   Depreciation for tangible fixed assets of other consolidated subsidiaries is computed primarily using the straight-line method based on their estimated useful lives.   Depreciation for tangible fixed assets of other consolidated subsidiaries is computed primarily using the straight-line method based on their estimated useful lives.
    (Additional information)   (Changes in accounting policies)
   

Beginning from the fiscal year ended March 31, 2008, depreciation for tangible fixed assets acquired on or after April 1, 2007, other than buildings (excluding fixtures) of the domestic consolidated banking subsidiaries, is computed using the depreciation methods as defined in the Corporate Tax Law amended by the FY 2007 Tax Reform.

 

With the FY 2007 Tax Reform, the domestic consolidated banking subsidiaries have

 

Depreciation for tangible fixed assets acquired on or after April 1, 2007, other than buildings (excluding fixtures) of the domestic consolidated banking subsidiaries, is computed using the depreciation methods as defined in the Corporate Tax Law amended by the FY 2007 Tax Reform.

 

With the FY 2007 Tax Reform, the domestic consolidated banking subsidiaries have re-examined residual values of their buildings (excluding

    re-examined residual values of their buildings (excluding fixtures), based on historical data related to their disposition of buildings and other data and determined that the residual values should be adjusted to a nominal amount from the fiscal year ended March 31, 2008. In addition, the new declining-balance method set forth in the amended Corporate Tax Law is used to depreciate buildings, regardless of the date of their acquisition, as this method was determined to be reasonable for depreciating buildings to a nominal value at the end of their useful lives.   fixtures), based on historical data related to their disposition of buildings and other data and determined that the residual values should be adjusted to a nominal amount from the fiscal year ended March 31, 2008. In addition, the new declining-balance method set forth in the amended Corporate Tax Law is used to depreciate buildings, regardless of the date of their acquisition, as this method was determined to be reasonable for depreciating buildings to a nominal value at the end of their useful lives.

 

C-27


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

   

Due to the time required to change the depreciation system and other constraints, domestic consolidated banking subsidiaries and certain other consolidated subsidiaries made these changes in the second half of the fiscal year ended March 31, 2008. Therefore, the previous depreciation method was used in the six months ended September 30, 2007 for these subsidiaries. When compared to the new

method, General and administrative expenses declined by 4,713 million yen and Ordinary profits and Income before income taxes and others increased by the same amount for the six months ended September 30, 2007.

  This change resulted in an 11,135 million yen increase in General and administrative expenses and decreases in Ordinary profits and Income before income taxes and others by the same amount as compared to the previous method.
      Due to the time required to change the depreciation system and other constraints, domestic consolidated banking subsidiaries and certain other consolidated subsidiaries made these changes in the second half of the fiscal year ended March 31, 2008. Therefore, the previous depreciation method was used in the six months ended September 30, 2007 for these subsidiaries, resulting in inconsistencies between
     

the treatment applied in the fiscal year ended March 31, 2008. Consequently, compared to if the method after the change had been used in the six months ended September 30, 2007, General and administrative expenses declined by 4,713 million yen and Ordinary profits and Income before income taxes and others increased by the same amount.

 

(Additional information)

 

Beginning from the fiscal year ended March 31, 2008, the residual values of tangible fixed assets acquired on or before March 31, 2007, other than

 

C-28


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

      buildings (excluding fixtures) of the domestic consolidated banking subsidiaries, are depreciated over 5 years using the straight-line method starting from the fiscal year immediately following the fiscal year in which the depreciation has reached its maximum for income tax purposes. This change resulted in a 2,576 million yen increase in general and administrative expenses and decreases in Ordinary profit and Income before income taxes and others by the same amount.
 

2)      Intangible fixed assets

 

2)      Intangible fixed assets (excluding leased assets)

 

2)      Intangible fixed assets

  Amortization of intangible fixed assets is computed   Amortization of intangible fixed assets is computed   Amortization of intangible fixed assets is computed
  primarily using the straight-line method. Development costs for internally used software are capitalized and amortized using the straight-line method over the estimated useful lives of primarily 3 to 10 years, which are set by MUFG and its consolidated subsidiaries.   primarily using the straight-line method. Development costs for internally used software are capitalized and amortized using the straight-line method over the estimated useful lives of primarily 3 to 10 years, which are set by MUFG and its consolidated subsidiaries.   primarily using the straight-line method. Development costs for internally used software are capitalized and amortized using the straight-line method over the estimated useful lives of primarily 3 to 10 years, which are set by MUFG and its consolidated subsidiaries.
   

3)      Leased assets

 

Leased assets reported in “Tangible fixed assets” and “Intangible fixed assets” for finance lease transactions other than those that are deemed to transfer the ownership of the leased assets to the lessees are depreciated using the straight line method over the lease term. With respect to residual values, guaranteed residual values are used for

 

 

C-29


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

    leased assets with a residual value guarantee arrangement, while a nil residual value is used for leased assets with no such arrangement.  
 

(5)    Deferred assets

 

All stock issuance and bond issuance costs are recognized as expenses when disbursed.

 

Bonds are carried at amortized costs (using the straight-line method) in the interim consolidated balance sheet. However, discounts on bonds recorded in the consolidated balance sheet as of March 31, 2006 are amortized using the straight-line method over the life of the corresponding bonds and the unamortized portion is deducted directly from

 

(5)    Deferred assets

 

All stock issuance and bond issuance costs are recognized as expenses when disbursed.

 

Bonds are carried at amortized costs (using the straight-line method) in the interim consolidated balance sheet. However, discounts on bonds recorded in the consolidated balance sheet as of March 31, 2006 are amortized using the straight-line method over the life of the corresponding bonds and the unamortized portion is deducted directly from

 

(5)    Deferred assets

 

All stock issuance and bond issuance costs are recognized as expenses when disbursed.

 

Bonds are carried at amortized costs (using the straight-line method) in the consolidated balance sheet. However, discounts on bonds recorded in the consolidated balance sheet as of March 31, 2006 are amortized using the straight-line method over the life of the corresponding bonds and the unamortized portion is deducted directly from

  bonds as per the previous accounting method, in accordance with the transitional treatment set forth in ASBJ PITF No. 19, “Tentative Solution on Accounting for Deferred Assets” (issued on August 11, 2006).   bonds as per the previous accounting method, in accordance with the transitional treatment set forth in PITF No. 19, “Tentative Solution on Accounting for Deferred Assets” (issued on August 11, 2006).   bonds as per the previous accounting method, in accordance with the transitional treatment set forth in PITF No. 19, “Tentative Solution on Accounting for Deferred Assets” (issued on August 11, 2006).
 

(6)    Allowance for credit losses

 

The principal domestic consolidated subsidiaries provide allowances for credit losses in accordance with their established internal self-assessment standards for asset quality and their internal standards for write-offs and provisions.

 

For loans to borrowers that are legally and formally

 

(6)    Allowance for credit losses

 

The principal domestic consolidated subsidiaries provide allowances for credit losses in accordance with their established internal self-assessment standards for asset quality and their internal standards for write-offs and provisions.

 

For loans to borrowers that are legally and formally

 

(6)    Allowance for credit losses

 

The principal domestic consolidated subsidiaries provide allowances for credit losses in accordance with their established internal self-assessment standards for asset quality and their internal standards for write-offs and provisions.

 

For loans to borrowers that are legally and formally

 

C-30


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  declared bankrupt including having entered into bankruptcy proceedings, special liquidation proceedings or notes being dishonored and suspended from processing by clearing houses, or other conditions (“bankrupt borrowers”) and to borrowers that are regarded as substantially bankrupt (“substantially bankrupt borrowers”), allowances for credit losses are provided based on the book values of the loans after write-offs as stated below, net of expected amounts to be collected through the disposition of collateral and the execution of guarantees.   declared bankrupt including having entered into bankruptcy proceedings, special liquidation proceedings or notes being dishonored and suspended from processing by clearing houses, or other conditions (“bankrupt borrowers”) and to borrowers that are regarded as substantially bankrupt (“substantially bankrupt borrowers”), allowances for credit losses are provided based on the book values of the loans after write-offs as stated below, net of expected amounts to be collected through the disposition of collateral and the execution of guarantees.   declared bankrupt including having entered into bankruptcy proceedings, special liquidation proceedings or notes being dishonored and suspended from processing by clearing houses, or other conditions (“bankrupt borrowers”) and to borrowers that are regarded as substantially bankrupt (“substantially bankrupt borrowers”), allowances for credit losses are provided based on the book values of the loans after write-offs as stated below, net of expected amounts to be collected through the disposition of collateral and the execution of guarantees.
  For loans to borrowers that are deemed highly likely to become bankrupt   For loans to borrowers that are deemed highly likely to become bankrupt   For loans to borrowers that are deemed highly likely to become bankrupt
  (“potentially bankrupt borrowers”), where the principal and interest collection cannot be reasonably estimated from the borrowers’ cash flows, allowances for credit losses are provided at amounts determined to be necessary based on an overall assessment of the solvency of the borrowers, net of expected amounts to be collected through the disposition of collateral and the execution of guarantees.   (“potentially bankrupt borrowers”), where the principal and interest collection cannot be reasonably estimated from the borrowers’ cash flows, allowances for credit losses are provided at amounts determined to be necessary based on an overall assessment of the solvency of the borrowers, net of expected amounts to be collected through the disposition of collateral and the execution of guarantees.   (“potentially bankrupt borrowers”), where the principal and interest collection cannot be reasonably estimated from the borrowers’ cash flows, allowances for credit losses are provided at amounts determined to be necessary based on an overall assessment of the solvency of the borrowers, net of expected amounts to be collected through the disposition of collateral and the execution of guarantees.
  For loans to potentially bankrupt borrowers and special mention borrowers requiring close monitoring where the principal and interest collection can be reasonably estimated from   For loans to potentially bankrupt borrowers and special mention borrowers requiring close monitoring where the principal and interest collection can be reasonably estimated from   For loans to potentially bankrupt borrowers and special mention borrowers requiring close monitoring where the principal and interest collection can be reasonably estimated from

 

C-31


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

 

the borrowers’ cash flows, allowances for credit losses are provided at amounts equal to the difference between the present values of the estimated cash flows discounted at the initial contractual interest rates and the book values of the loans.

 

For other loans, allowances are calculated by applying an allowance ratio, which is based on the historical credit loss experience over specified periods and other factors, to the outstanding loan amounts. For loans originated in specific foreign countries, additional allowances are provided based on the estimated losses arising from the political and economic conditions, and other conditions of these countries.

 

the borrowers’ cash flows, allowances for credit losses are provided at amounts equal to the difference between the present values of the estimated cash flows discounted at the initial contractual interest rates and the book values of the loans.

 

For other loans, allowances are calculated by applying an allowance ratio, which is based on the historical credit loss experience over specified periods and other factors, to the outstanding loan amounts. For loans originated in specific foreign countries, additional allowances are provided based on the estimated losses arising from the political and economic conditions, and other conditions of these countries.

 

the borrowers’ cash flows, allowances for credit losses are provided at amounts equal to the difference between the present values of the estimated cash flows discounted at the initial contractual interest rates and the book values of the loans.

 

For other loans, allowances are calculated by applying an allowance ratio, which is based on the historical credit loss experience over specified periods and other factors, to the outstanding loan amounts. For loans originated in specific foreign countries, additional allowances are provided based on the estimated losses arising from the political and economic conditions, and other conditions of these countries.

 

All loans are assessed by the branches and the credit review departments in accordance with their internal self-assessment standards for asset quality. The credit inspection department, which is independent of these business units, subsequently audits these assessments. The allowances presented above reflect these audited assessments.

 

For collateralized/guaranteed loans to bankrupt borrowers and substantially bankrupt borrowers, the remaining amount of loans, exceeding the collateral value plus the amounts determined to be collectible through guarantee, was

 

All loans are assessed by the branches and the credit review departments in accordance with their internal self-assessment standards for asset quality. The credit inspection department, which is independent of these business units, subsequently audits these assessments. The allowances presented above reflect these audited assessments.

 

For collateralized/guaranteed loans to bankrupt borrowers and substantially bankrupt borrowers, the remaining amount of loans, exceeding the collateral value plus the amounts determined to be collectible through guarantee, was

 

All loans are assessed by the branches and the credit review departments in accordance with their internal self-assessment standards for asset quality. The credit inspection department, which is independent of these business units, subsequently audits these assessments. The allowances presented above reflect these audited assessments.

 

For collateralized/guaranteed loans to bankrupt borrowers and substantially bankrupt borrowers, the remaining amount of loans, exceeding the collateral value plus the amounts determined to be collectible through guarantee, was

 

C-32


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  deemed to be uncollectible and written off. The total write-offs amounted to 796,115 million yen.   deemed to be uncollectible and written off. The total write-offs amounted to 779,419 million yen.   deemed to be uncollectible and written off. The total write-offs amounted to 691,894 million yen.
  For other consolidated subsidiaries, the allowance for credit losses for general loans is calculated based on their historical credit loss experience. The allowance for credit losses for specific loans including deteriorated loans are estimated based on individual assessments of collectibility.   For other consolidated subsidiaries, the allowance for credit losses for general loans is calculated based on their historical credit loss experience. The allowance for credit losses for specific loans including deteriorated loans are estimated based on individual assessments of collectibility.   For other consolidated subsidiaries, the allowance for credit losses for general loans is calculated based on their historical credit loss experience. The allowance for credit losses for specific loans including deteriorated loans are estimated based on individual assessments of collectibility.
 

(7)    Allowances for losses on securities

 

To provide for investment losses, allowances for losses on securities are provided based on the assessment of each issuer’s financial condition and other factors.

 

(7)    Allowances for losses on securities

 

Same as described in the six months ended September 30, 2007.

 

(7)    Allowances for losses on securities

 

Same as described in the six months ended September 30, 2007.

 

(8)    Reserve for bonuses

 

Reserve for bonuses reflects the amount accrued based on the estimated future bonus payments to employees as a result of service during the current interim period.

 

(8)    Reserve for bonuses

 

Same as described in the six months ended September 30, 2007.

 

(8)    Reserve for bonuses

 

Reserve for bonuses reflects the amount accrued based on the estimated future bonus payments to employees as a result of service during the current fiscal year.

 

(9)    Reserve for bonuses to directors

 

Some domestic consolidated subsidiaries recognize reserve for bonuses to directors that reflects the amount accrued based on the estimated future bonus payments to directors as a result of service during the current interim period.

 

(9)    Reserve for bonuses to directors

 

Reserve for bonuses to directors reflects the amount accrued based on the estimated future bonus payments to directors as a result of service during the current interim period.

 

(9)    Reserve for bonuses to directors

 

Reserve for bonuses to directors reflects the amount accrued based on the estimated future bonus payments to directors as a result of service during the current fiscal year.

 

(10)  Reserve for retirement benefits

 

Reserve for retirement benefits, which are for future pension payments to

 

(10)  Reserve for retirement benefits

 

Same as described in the six months ended September 30, 2007.

 

(10)  Reserve for retirement benefits

 

Reserve for retirement benefits, which are for future pension payments to

 

C-33


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  employees, is recorded at amount determined to be accrued for the interim period based on an estimate of retirement benefit obligations and pension assets as of the fiscal year-end. Prior service costs and unrecognized net actuarial gains and losses are expensed as follows:     employees, is recorded based on an estimate of retirement benefit obligations and pension assets as of the fiscal year-end. Prior service costs and unrecognized net actuarial gains and losses are expensed as follows:
 

(A)   Prior service costs

 

Prior service costs are amortized using the straight-line method. The amortization period is generally 10 years, but within the employees’ average remaining service period as determined from the year in which the services are provided.

 

(A)   Prior service costs

 

Same as described in the six months ended September 30, 2007.

 

(A)   Prior service costs

 

Same as described in the six months ended September 30, 2007.

 

(B)   Unrecognized net actuarial gains and losses

 

(B)   Unrecognized net actuarial gains and losses

 

(B)   Unrecognized net actuarial gains and losses

 

 

Unrecognized net actuarial gains and losses are amortized using the straight-line method commencing from the period following the period in which the unrecognized net actuarial gains and losses are incurred. The amortization period is generally 10 years, but within the employees’ average remaining service as determined from the year in which the services are provided.

 

 

Same as described in the six months ended September 30, 2007.

 

 

Same as described in the six months ended September 30, 2007.

 

(11)  Reserve for retirement benefits to directors

 

Reserve for retirement benefits to directors are provided at amount determined to be accrued as at the interim period end based on the estimated amount of benefits payable.

 

(11)  Reserve for retirement benefits to directors

 

Reserve for retirement benefits to directors are provided at amount determined to be accrued as at the interim period end based on the estimated amount of benefits payable.

 

(11)  Reserve for retirement benefits to directors

 

Reserve for retirement benefits to directors are provided at amount determined to be accrued as at fiscal year end based on the estimated amount of benefits payable.

 

C-34


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

 

 

___________

 

(12)  Reserve for loyalty award credits

 

Reserve for loyalty award credits, which are provided to meet the obligations for future use of points granted to “Super IC Card” and other card customers, are recorded based on the estimated future use of cash converted balances of unused points granted.

 

(12)  Reserve for loyalty award credits

 

Reserve for loyalty award credits, which are provided to meet the obligations for future use of points granted to “Super IC Card” and other card customers, are recorded based on the estimated future use of cash converted balances of unused points granted.

 

(12)  Reserve for contingent losses

 

Reserve for contingent losses, which is provided for possible contingent losses from off-balance sheet and other transactions, is

 

(13)  Reserve for contingent losses

 

Same as described in the six months ended September 30, 2007.

 

(13)  Reserve for contingent losses

 

Same as described in the six months ended September 30, 2007.

  recorded based on an estimate of future potential losses.    
 

(13)  Reserve for losses related to business restructuring

 

Reserve for losses related to business restructuring is recorded based on an estimate of future expenses and losses related to the business restructuring at any of the consolidated subsidiaries.

 

(14)  Reserve for losses related to business restructuring

 

Reserve for losses related to business restructuring is recorded based on an estimate of future expenses and losses related to the business restructuring at any of the consolidated subsidiaries.

 

(14)  Reserve for losses related to business restructuring

 

Reserve for losses related to business restructuring is recorded based on an estimate of future expenses and losses related to the business restructuring at any of the consolidated subsidiaries.

 

(14)  Reserves under special laws

 

Reserves under special laws consist of 4,300 million yen for contingent liabilities from financial instruments transactions recorded at amounts calculated in accordance with Article 48-3-1 of the Financial Instruments and Exchange Act and Article 189 of the Cabinet Office Ordinance

 

(15)  Reserves under special laws

 

Reserves under special laws consist of 3,335 million yen for contingent liabilities from financial instruments transactions recorded at amounts calculated in accordance with Article 46-5-1 and Article 48-3-1 of the Financial Instruments and Exchange Act and Article 175 and Article 189

 

(15)  Reserves under special laws

 

Reserves under special laws consist of 4,639 million yen for contingent liabilities from financial instruments transactions recorded at amounts calculated in accordance with Article 46-5-1 and Article 48-3-1 of the Financial Instruments and Exchange Act and Article 175 and Article 189

 

C-35


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  regarding Financial Instruments Businesses. This reserve is established to cover losses from incidents arising from market derivatives transactions as a brokerage.   of the Cabinet Office Ordinance regarding Financial Instruments Businesses. This reserve is established to cover losses from incidents arising from market derivatives transactions as a brokerage.   of the Cabinet Office Ordinance regarding Financial Instruments Businesses. This reserve is established to cover losses from incidents arising from market derivatives transactions as a brokerage.
  A reserve for contingent liabilities from financial futures transactions and a reserve for contingent liabilities from securities transactions were previously recorded in accordance with Article 81 of the Financial Futures Trading Law and Article 51 of the Securities and Exchange Law, respectively. These reserves have been replaced by the     A reserve for contingent liabilities from financial futures transactions and a reserve for contingent liabilities from securities transactions were previously recorded in accordance with Article 81 of the Financial Futures Trading Law and Article 51 of the Securities and Exchange Law, respectively. These reserves have been replaced by the
  reserve for contingent liabilities from financial instruments transactions from the six months ended September 30, 2007 due to the enforcement of the Financial Instruments and Exchange Act effective from September 30, 2007.     reserve for contingent liabilities from financial instruments transactions from the fiscal year ended March 31, 2008 due to the enforcement of the Financial Instruments and Exchange Act effective from September 30, 2007.
 

(15)  Assets and liabilities denominated in foreign currencies

 

Assets and liabilities denominated in foreign currencies and overseas branch accounts of domestic consolidated banking subsidiaries and domestic consolidated trust banking subsidiaries are translated into yen primarily at exchange rates prevailing at the interim consolidated balance sheet date, except for investments in affiliates which are translated into yen at exchange rates prevailing on the transaction dates.

 

(16)  Assets and liabilities denominated in foreign currencies

 

Same as described in the six months ended September 30, 2007.

 

(16)  Assets and liabilities denominated in foreign currencies

 

Assets and liabilities denominated in foreign currencies and overseas branch accounts of domestic consolidated banking subsidiaries and domestic consolidated trust banking subsidiaries are translated into yen primarily at exchange rates prevailing at the consolidated balance sheet date, except for investments in affiliates which are translated into yen at exchange rates prevailing on the transaction dates.

 

C-36


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  Assets and liabilities denominated in foreign currencies of other consolidated subsidiaries are translated into yen at exchange rates prevailing on the respective interim consolidated balance sheet dates.     Assets and liabilities denominated in foreign currencies of other consolidated subsidiaries are translated into yen at exchange rates prevailing on the respective consolidated balance sheet dates.
 

(16)  Lease transactions

 

(17)  Lease transactions (Lessee)

 

(17)  Lease transactions

  Finance leases entered into by the domestic consolidated subsidiaries other than those deemed to transfer the ownership of the leased assets to the lessees are accounted for similar to operating leases.   Finance leases entered into by the domestic consolidated subsidiaries other than those that are deemed to transfer the ownership of the leased assets to the lessee and whose lease terms start from   Finance leases entered into by the domestic consolidated subsidiaries other than those deemed to transfer the ownership of the leased assets to the lessees are accounted for similar to operating leases.
   

the fiscal year beginning on or after April 1, 2008 are accounted for similar to ordinary sales and purchase transactions. Leased assets are depreciated using the straight line method over the lease term.

 

With respect to residual values, guaranteed residual values are used for leased assets with a residual value guarantee arrangement, while a nil residual value is used for leased assets with no such arrangement.

Finance leases other than those that are deemed to transfer the ownership of the leased assets to the lessee and whose lease terms started from the fiscal year beginning before April 1, 2008 are accounted for similar to operating leases.

 
   

(Lessor)

 

Finance leases other than those that are deemed to

 

 

C-37


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

    transfer the ownership of the leased assets to the lessee are accounted for similar to ordinary sales and purchase transactions. Income and expenses arising from these leases are recognized by allocating interest equivalent amounts to applicable periods instead of recording sales as “Other operating income”.  
   

(Changes in accounting policies)

 

Previously, finance leases other than those that are deemed to transfer the ownership of the leased

 
   

assets to the lessee were accounted for similar to operating leases. However, MUFG has applied ASBJ Statement No. 13 “Accounting Standard for Lease Transactions” (issued on March 30, 2007 by ASBJ) and ASBJ Implementation Guidance No. 16 “Implementation Guidance on Accounting Standard for Lease Transactions” (issued on March 30, 2007 by ASBJ) from the six months ended September 30, 2008, which became effective from fiscal years beginning on or after April 1, 2008.

 

(Lessee)

 

This change does not have a material impact on the consolidated balance sheet and other items.

 
   

(Lessor)

 

As compared to the previous method, this change resulted in a 58,083 million yen decrease in “Ordinary

 

 

C-38


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

    income” (within “Ordinary income”, a 4,266 million yen increase in “Interest income” and a 62,349 million yen decrease in “Other ordinary income”), a 58,295 million yen decrease in “Ordinary expenses” (within “Ordinary expenses”, a 56,376 million yen decrease in “Other ordinary expenses”), a 212 million yen increase in “Ordinary profits”, a 6,107 million yen increase in “Extraordinary gains”, and a 6,319 million yen increase in “Income before income taxes and others”.  
 

(17)  Hedge accounting

 

(a)    Hedge accounting for interest rate risks:

 

Domestic consolidated banking subsidiaries and domestic consolidated trust banking subsidiaries have adopted the deferred hedge accounting method for hedging transactions for interest rate risks arising from financial assets and liabilities. Individual hedging or portfolio hedging, as stated in the Japanese Institute of Certified Public Accountants (“JICPA”) Industry Audit Committee Report No. 24, “Treatment of Accounting and Auditing of Application of Accounting Standard for Financial Instruments in Banking Industry” (issued on February 13, 2002, “Industry Audit Committee Report No. 24”) and JICPA Accounting Practice Committee Report No. 14,

 

(18)  Hedge accounting

 

(a)    Hedge accounting for interest rate risks:

 

Domestic consolidated banking subsidiaries and domestic consolidated trust banking subsidiaries have adopted the deferred hedge accounting method for hedging transactions for interest rate risks arising from financial assets and liabilities. Individual hedging or portfolio hedging, as stated in the Japanese Institute of Certified Public Accountants (“JICPA”) Industry Audit Committee Report No. 24, “Treatment of Accounting and Auditing of Application of Accounting Standard for Financial Instruments in Banking Industry” (issued on February 13, 2002, “Industry Audit Committee Report No. 24”) and JICPA Accounting Practice Committee Report No. 14,

 

(18)  Hedge accounting

 

(a)    Hedge accounting for interest rate risks:

 

Domestic consolidated banking subsidiaries and domestic consolidated trust banking subsidiaries have adopted the deferred hedge accounting method for hedging transactions for interest rate risks arising from financial assets and liabilities. Individual hedging or portfolio hedging, as stated in the Japanese Institute of Certified Public Accountants (“JICPA”) Industry Audit Committee Report No. 24, “Treatment of Accounting and Auditing of Application of Accounting Standard for Financial Instruments in Banking Industry” (issued on February 13, 2002, “Industry Audit Committee Report No. 24”) and JICPA Accounting Practice Committee Report No. 14,

 

C-39


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

 

“Implementation Guidance on Accounting for Financial Instruments” (issued on January 31, 2000 by JICPA), are primarily applied to determine hedged items.

 

With respect to hedging transactions to offset fluctuations in market prices of fixed rate deposits, loans and other instruments, the hedged items are determined individually, or collectively based on grouping the transactions by their maturities in accordance with Industry Audit

 

“Implementation Guidance on Accounting for Financial Instruments” (issued on January 31, 2000 by JICPA), are primarily applied to determine hedged items.

 

With respect to hedging transactions to offset fluctuations in market prices of fixed rate deposits, loans and other instruments, the hedged items are determined individually, or collectively based on grouping the transactions by their maturities in accordance with Industry Audit

 

“Implementation Guidance on Accounting for Financial Instruments” (issued on January 31, 2000 by JICPA), are primarily applied to determine hedged items.

 

With respect to hedging transactions to offset fluctuations in market prices of fixed rate deposits, loans and other instruments, the hedged items are determined individually, or collectively by their maturities in accordance with Industry Audit Committee Report No. 24. Interest rate swaps

  Committee Report No. 24. Interest rate swaps and other derivatives are designated as hedging instruments.   Committee Report No. 24. Interest rate swaps and other derivatives are designated as hedging instruments.  

and other derivatives are designated as hedging instruments.

 

With respect to hedging transactions to offset fluctuations in market prices of fixed rate bonds classified as other securities, the hedged items are determined by the type of bonds. Interest rate swaps and other derivatives are designated as hedging instruments. As the main terms of the hedged items and hedging instruments are substantially the same, and as a result such hedging transactions are deemed highly effective, the assessment of effectiveness is based on the similarity of the terms.

 

With respect to hedging transactions to fix the cash flows of forecasted transactions for floating rate deposits and loans as well as short-term fixed rate

 

With respect to hedging transactions to offset fluctuations in market prices of fixed rate bonds classified as other securities, the hedged items are determined by the type of bonds. Interest rate swaps and other derivatives are designated as hedging instruments. As the main terms of the hedged items and hedging instruments are substantially the same, and as a result such hedging transactions are deemed highly effective, the assessment of effectiveness is based on the similarity of the terms.

 

With respect to hedging transactions to fix the cash flows of forecasted transactions for floating rate deposits and loans as well as short-term fixed rate

 

With respect to hedging transactions to offset fluctuations in market prices of fixed rate bonds classified as other securities, the hedged items are determined by the type of bonds. Interest rate swaps and other derivatives are designated as hedging instruments. As the main terms of the hedged items and hedging instruments are substantially the same, and as a result such hedging transactions are deemed highly effective, the assessment of effectiveness is based on the similarity of the terms.

 

With respect to hedging transactions to fix the cash flows of forecasted transactions for floating rate deposits and loans as well as short-term fixed rate

 

C-40


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  deposits, loans and other instruments, the hedged items are determined collectively based on grouping the transactions by interest rate indices and tenors in accordance with Industry Audit Committee Report No. 24. Interest rate swaps and other derivatives are designated as hedging instruments. As the main terms of the hedged items and hedging instruments are substantially the same, and as a result such hedging transactions are deemed highly effective, the assessment of effectiveness is based on the   deposits, loans and other instruments, the hedged items are determined collectively based on grouping the transactions by interest rate indices and tenors in accordance with Industry Audit Committee Report No. 24. Interest rate swaps and other derivatives are designated as hedging instruments. As the main terms of the hedged items and hedging instruments are substantially the same, and as a result such hedging transactions are deemed highly effective, the assessment of effectiveness is based on the   deposits, loans and other instruments, the hedged items are determined collectively based on grouping the transactions by interest rate indices and tenors in accordance with Industry Audit Committee Report No. 24. Interest rate swaps and other derivatives are designated as hedging instruments. As the main terms of the hedged items and hedging instruments are substantially the same, and as a result such hedging transactions are deemed highly effective, the assessment of effectiveness is based on the
  similarity of the terms. The effectiveness of hedging transactions is also assessed based on the correlation between the hedged items and the hedging instruments.   similarity of the terms. The effectiveness of hedging transactions is also assessed based on the correlation between the hedged items and the hedging instruments.   similarity of the terms. The effectiveness of hedging transactions is also assessed based on the correlation between the hedged items and the hedging instruments.
  As of March 31, 2002, deferred hedge losses and gains were recorded in the consolidated balance sheet as a result of applying macro hedge accounting based on JICPA Industry Audit Committee Report No. 15, “Tentative Treatment of Accounting and Auditing for Applying Accounting Standards for Financial Instruments for the Banking Industry” (issued on February 15, 2000 by JICPA), under which interest rate risk arising from numerous deposits, loans and other instruments are collectively managed using derivative transactions. These losses and gains are amortized as   As of March 31, 2002, deferred hedge losses and gains were recorded in the consolidated balance sheet as a result of applying macro hedge accounting based on JICPA Industry Audit Committee Report No. 15, “Tentative Treatment of Accounting and Auditing for Applying Accounting Standards for Financial Instruments for the Banking Industry” (issued on February 15, 2000 by JICPA), under which interest rate risk arising from numerous deposits, loans and other instruments are collectively managed using derivative transactions. These losses and gains are amortized as   As of March 31, 2002, deferred hedge losses and gains were recorded in the consolidated balance sheet as a result of applying macro hedge accounting based on JICPA Industry Audit Committee Report No. 15, “Tentative Treatment of Accounting and Auditing for Applying Accounting Standards for Financial Instruments for the Banking Industry” (issued on February 15, 2000 by JICPA), under which interest rate risk arising from numerous deposits, loans and other instruments are collectively managed using derivative transactions. These losses and gains are amortized as

 

C-41


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  expense or income over the remaining lives of the macro hedging instruments (for a maximum period of 15 years from April 1, 2003). Deferred hedge losses and gains attributable to macro hedge accounting as of September 30, 2007 are 33,622 million yen (before tax effect adjustment) and 55,135 million yen (before tax effect adjustment), respectively.   expense or income over the remaining lives of the macro hedging instruments (for a maximum period of 15 years from April 1, 2003). Deferred hedge losses and gains attributable to macro hedge accounting as of September 30, 2008 are 18,664 million yen (before tax effect adjustment) and 32,459 million yen (before tax effect adjustment), respectively.   expense or income over the remaining lives of the macro hedging instruments (for a maximum period of 15 years from April 1, 2003). Deferred hedge losses and gains attributable to macro hedge accounting as of March 31, 2008 are 25,715 million yen (before tax effect adjustment) and 41,677 million yen (before tax effect adjustment), respectively.
 

(b)    Hedge accounting for foreign currency risks:

 

Domestic consolidated banking and trust banking subsidiaries have adopted

 

(b)    Hedge accounting for foreign currency risks:

 

Same as described in the six months ended September 30, 2007.

 

(b)    Hedge accounting for foreign currency risks:

 

Same as described in the six months ended September 30, 2007.

  the deferred hedge accounting method for hedging transactions for foreign currency risks arising from financial assets and liabilities denominated in foreign currencies. Hedged items are collectively determined based on grouping transactions by foreign currency denominated monetary receivables and liabilities in accordance with JICPA Industry Audit Committee Report No. 25, “Treatment of Accounting and Auditing concerning Accounting for Foreign Currency Transactions for the Banking Industry” (issued on July 29, 2002 by JICPA). Currency swap transactions and foreign exchange contracts (cash related swap transactions) denominated in the same currency are designated as the hedging instruments.    

 

C-42


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  In addition to the activities described above, the portfolio hedging or individual hedging is used for hedging foreign currency risks associated with investments in affiliates and other securities (excluding debt securities) denominated in foreign currencies. Foreign currency denominated monetary liabilities and forward exchange contracts denominated in the same currency are designated as hedging instruments. The deferred hedge method is applied to investments in    
  affiliates denominated in foreign currency, while the fair value hedge method is applied to other securities (excluding debt securities) denominated in foreign currency.    
 

(c)    Inter-company and intra-company transactions

 

For derivative transactions entered into between consolidated companies, or between trading accounts and other accounts (or between the internal departments), the gains and losses or unrealized gains and losses arising from interest rate swaps, currency swaps, and other derivates, which are designated as hedging instruments are not eliminated. These gains and losses are recognized in current earnings for the current interim period or deferred, because these derivative transactions are

 

(c)    Inter-company and intra-company transactions

 

Same as described in the six months ended September 30, 2007.

 

(c)    Inter-company and intra-company transactions

 

For derivative transactions entered into between consolidated companies, or between trading accounts and other accounts (or between the internal departments), the gains and losses or unrealized gains and losses arising from interest rate swaps, currency swaps, and other derivates, which are designated as hedging instruments are not eliminated. These gains and losses are recognized in current earnings for the current fiscal year or deferred, because these derivative transactions are

 

C-43


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  executed in accordance with the criteria for qualifying for third-party covered transactions which are determined to be executed non-arbitrarily and as part of strict hedging activities, as set forth in Industry Audit Committee Reports No. 24 and No. 25.     executed in accordance with the criteria for qualifying for third-party covered transactions which are determined to be executed non-arbitrarily and as part of strict hedging activities, as set forth in Industry Audit Committee Reports No. 24 and No. 25.
 

(18)  Consumption taxes

 

National and local consumption taxes (the “Consumption and Other Taxes”) for MUFG and its domestic consolidated subsidiaries are excluded from transaction amounts. Non-deductible portions of

 

(19)  Consumption taxes

 

Same as described in the six months ended September 30, 2007.

 

(19)  Consumption taxes

 

Same as described in the six months ended September 30, 2007.

  the Consumption and Other Taxes on the purchases of tangible fixed assets are expensed when incurred.    
 

(19)  Income taxes accounting

 

Current and deferred taxes for the current interim period are calculated based on the assumption that the reserve for losses on overseas investments are expected to be reversed through retained earnings at the period end of the domestic consolidated trust banking subsidiary.

 

(20)  Income taxes accounting

 

Same as described in the six months ended September 30, 2007.

 

 

___________

 

(20)  Bills discounted and rediscounted

 

Bills discounted or rediscounted are accounted for as financial transactions in accordance with Industry Audit Committee Report No. 24.

 

(21)  Bills discounted and rediscounted

 

Same as described in the six months ended September 30, 2007.

 

(20)  Bills discounted and rediscounted

 

Same as described in the six months ended September 30, 2007.

 

C-44


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

 

___________

 

 

(22)  Foreign subsidiaries

 

Where foreign subsidiaries prepare their financial statements in accordance with International Financial Reporting Standards (“IFRS”) or accounting standards generally accepted in the U.S. (“US GAAP”), MUFG uses these financial statements for its consolidation reporting purposes. In addition, where foreign subsidiaries prepare their financial statements in accordance with their generally accepted local accounting standards other than IFRS or US GAAP, such financial statements are mainly adjusted to comply with US GAAP.

 

___________

 

   

Adjustments necessary for the consolidation reporting are made to these financial statements.

 

(Changes in accounting policies)

 

MUFG has adopted PITF No. 18 “Practical Solution on Unification of Accounting Policies Applied to Foreign Subsidiaries for Consolidated Financial Statements” (issued by ASBJ on May 17, 2006, “PITF No. 18”) from the six months ended September 30, 2008, which is effective from fiscal years beginning on or after April 1, 2008.

 

This change resulted in a 7,218 million yen increase in Ordinary profits and Income before income taxes and others, as compared to the previous accounting method.

 

 

C-45


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

   

(Additional information)

 

Net actuarial gains and losses not recognized as net periodic costs, which are recorded in the financial statements of foreign subsidiaries reporting under US GAAP in accordance with “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans-an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (FASB Statement No. 158), were previously deducted from Net assets and allocated to “Other assets” or “Reserve for retirement benefits”. From the six months ended

 
    September 30, 2008, such net actuarial gains and losses are separately recorded, net of the related tax effects and minority interests portion, as “Pension liability adjustments of subsidiaries preparing financial statements under US GAAP”, under the valuation and translation adjustments in Net assets.  
    As compared to the previous method, this change resulted in a 21,136 million yen decrease in “Other assets”, a 9,620 million yen increase in “Reserve for retirement benefits”, an 11,814 million yen decrease in “Deferred tax liabilities” and a 6,573 million yen decrease in “Minority interests”.  

 

C-46


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

5. Scope of cash and cash equivalents in the (interim) consolidated statements of cash flows

  The scope of cash and cash equivalents in the interim consolidated statement of cash flows consists of “Cash and due from banks” on the interim consolidated balance sheet, excluding time deposits and negotiable certificates of deposits in other banks.   Same as described in the six months ended September 30, 2007.   The scope of cash and cash equivalents in the consolidated statement of cash flows consists of “Cash and due from banks” on the consolidated balance sheet, excluding time deposits and negotiable certificates of deposits in other banks.

 

C-47


Table of Contents

Changes in the Significant Accounting Policies Applied for Preparing the Interim Consolidated Financial Statements

 

For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

Fiscal year ended

March 31, 2008

(Accounting Standard for Financial Instruments)

 

Some requirements regarding the scope of securities under “Accounting Standard for Financial Instruments” (“Accounting Standard”) (ASBJ Statement No. 10) and “Implementation Guidance on Accounting for Financial Instruments” (“Implementation Guidance”) (JICPA Accounting Practice Committee Report No. 14) were revised on June 15, 2007 and July 4, 2007, respectively. The revised Accounting Standard and the Implementation Guidance are effective for fiscal years and interim periods ending on or after the enforcement date of the Financial Instruments and Exchange Act. MUFG adopted the revised Accounting Standard and Implementation Guidance from the interim period ended September 30, 2007.

 

These revisions do not have an impact on the interim consolidated financial statements.

  

 

___________

  

(Accounting Standard for Financial Instruments)

 

Some requirements regarding the scope of securities under “Accounting Standard for Financial Instruments” (“Accounting Standard”) (ASBJ Statement No. 10) and “Implementation Guidance on Accounting for Financial Instruments” (“Implementation Guidance”) (JICPA Accounting Practice Committee Report No. 14) were revised on June 15, 2007 and July 4, 2007, respectively. The revised Accounting Standard and the Implementation Guidance are effective for fiscal years ending on or after the enforcement date of the Financial Instruments and Exchange Act. MUFG adopted the revised Accounting Standard and Implementation Guidance from the fiscal year ended March 31, 2008. These revisions do not have an impact on the consolidated financial statements.

(Changes in the grouping method under the Accounting Standard for Impairment on Fixed Assets)

 

Upon the merger with DC Card Co., Ltd., Mitsubishi UFJ NICOS Co., Ltd., a consolidated subsidiary of MUFG, changed its grouping method for recognizing and measuring impairment losses on tangible fixed assets. Assets related to the credit card business, which were previously grouped as one unit, the credit business group, are grouped into business units that are responsible for the ongoing management and tracking of revenue and expenditure for management accounting purposes. This change was due to the rationalization of business systems

  

 

___________

  

(Changes in the grouping method under the Accounting Standard for Impairment on Fixed Assets)

 

Upon the merger with DC Card Co., Ltd., Mitsubishi UFJ NICOS Co., Ltd., a consolidated subsidiary of MUFG, changed its grouping method for recognizing and measuring impairment losses on tangible fixed assets. Assets related to the credit card business, which were previously grouped as one unit, the credit business group, are grouped into business units that are responsible for the ongoing management and tracking of revenue and expenditure for management accounting purposes. This change was due to the

 

C-48


Table of Contents

For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

Fiscal year ended

March 31, 2008

and business restructuring following the merger.

 

This change resulted in a 542 million yen increase in Ordinary profits and a 4,717 million yen decrease in Income before income taxes and others and Net income.

     

rationalization of business systems and business restructuring following the merger.

 

This change resulted in a 1,085 million yen increase in Ordinary profits and a 4,174 million yen decrease in Income before income taxes and others.

___________

 

  

(Net presentation of derivative transactions subject to the master netting agreements)

 

Beginning the six months ended September 30, 2008, MUFG started to present in its financial statements the fair value amounts recognized for derivative instruments executed with the same counterparty as assets and liabilities on a gross basis. These assets and liabilities were previously presented net if there was a legally valid master netting agreement between the two parties.

 

MUFG reviewed its accounting presentation practice from the viewpoint of the fair disclosure practice relating to credit risk and determined that it is more appropriate to present on a gross basis, which is the general rule. This is because the recent trend of increasing amounts of cash collateral received or paid for derivative transactions is an indication that it may no longer be reasonable to offset only the fair value amounts recognized as assets and liabilities for derivative instruments.

 

As compared to the previous balance sheet presentation, this change resulted in a 3,336,769 million yen increase in “Trading assets”, a 3,384,170 million yen increase in “Trading liabilities”, a 1,141,588 million yen increase in “Other assets” and a 1,094,188 million yen increase in “Other

  

___________

 

 

C-49


Table of Contents

For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

Fiscal year ended

March 31, 2008

   liabilities”. For the cash flow statement, this change resulted in a 716, 895 million yen increase in “Net (decrease) increase in trading assets”, a 706, 252 million yen decrease in “Net increase (decrease) in trading liabilities”, and a 10,642 million yen decrease in “Other”.   

 

C-50


Table of Contents

Changes in Presentation

 

For the six months ended September 30, 2007

  

For the six months ended September 30, 2008

(Consolidated balance sheet)

 

From the six months ended September 30, 2007, “Reserve for retirement benefits to directors”, which was previously reported in “Other liabilities”, is separately presented in accordance with the revisions to the Forms appended to the “Ordinance for Enforcement of Banking Law” (Ministry of Finance Ordinance No. 10, 1982) made under the “Cabinet Office Ordinance on Partial Revisions of Ordinance for Enforcement of Banking Law” (Cabinet Office Ordinance No. 76, September 28, 2007), which are effective for fiscal years beginning on or after April 1, 2007.

 

“Reserve for retirement benefits to directors”, which was previously reported in “Other liabilities”, was 1,241 million yen as of March 31, 2007. “Reserve for retirement benefits to directors”, which was previously reported in “Other liabilities”, was 952 million yen as of September 30, 2006.

 

(Consolidated statement of income)

 

From the six months ended September 30, 2007, provisions for reserves for contingent liabilities from financial futures transactions and reserves for contingent liabilities from securities transactions previously recorded in Extraordinary losses are recorded as provisions for reserves for contingent liabilities from financial instruments transactions, in accordance with the revisions to the Forms appended to the “Ordinance for Enforcement of Banking Law” (Ministry of Finance Ordinance No. 10, 1982) made under the “Cabinet Office Ordinance on Partial Revisions of Ordinance for Enforcement of Banking Law” (Cabinet Office Ordinance No. 60, August 8, 2007) which are effective from September 30, 2007.

  

 

 

 

___________

(Consolidated statement of cash flows)

 

Due to the separate presentation of reserve for retirement benefits to directors, which was previously reported in “Other liabilities” in the consolidated balance sheet, net increases (decreases) in reserve for retirement benefits to directors, which were previously reported in “Other” under “Cash flows from operating activities” are separately presented as “Increase (decrease) in reserve for retirement benefits to directors”.

  
In the fiscal year ended March 31, 2007, “Increase in reserve for retirement benefits to directors” previously reported in “Other” under “Cash flows from operating activities” was 161 million yen. In the six months ended September 30, 2006, “Increase in reserve for retirement   

 

C-51


Table of Contents

For the six months ended September 30, 2007

  

For the six months ended September 30, 2008

benefits to directors” previously reported in “Other” under “Cash flows from operating activities” was (128) million yen.   
  

(Consolidated balance sheet)

 

(1)    Lease receivables and lease investment assets are presented as “Other assets” in accordance with the revisions to the Forms appended to the “Ordinance for Enforcement of Banking Law” (Ministry of Finance Ordinance No. 10, 1982) made under the “Cabinet Office Ordinance on Partial Revision of Ordinance for Enforcement of Banking Law” (Cabinet Office Ordinance No. 44, July 11, 2008), which are applied to financial statements for fiscal years beginning on or after April 1, 2008. Due to this change, receivables arising from finance lease transactions entered into by the overseas leasing subsidiary which were previously presented as “Loans and bills discounted”, and lease investment assets previously presented as “Tangible fixed assets” or “Intangible fixed assets” are reported as “Other assets” from the six months ended September 30, 2008.

 

         “Other assets” which was previously reported in “Loans and bills discounted”, “Tangible fixed assets” and “Intangible fixed assets” were 328,751 million yen, 13,707 million yen and 305 million yen, respectively, as of September 30, 2007.

 

(2)    Reserve for loyalty award credits recognized by the consolidated subsidiaries was previously included in “Other liabilities” as it was determined to be immaterial. “Reserve for loyalty award credits” which was included in “Other liabilities” was 8,801 million yen as of September 30, 2007.

 

(Consolidated statement of cash flows)

 

Due to the separate presentation of reserve for loyalty award credits, which was previously reported as “Other liabilities” in the consolidated balance sheet, net increases (decreases) in reserve for loyalty award credits, which were previously presented in “Other” under “Cash flows from operating activities” are separately presented in “Increase (decrease) in reserve for loyalty award credits”.

 

   In the six months ended September 30, 2007, “Increase (decrease) in reserve for loyalty award credits” previously reported as part of “Other” under “Cash flows from operating activities” was 3,592 million yen.

 

C-52


Table of Contents

Notes to the Interim Consolidated Financial Statements

(Consolidated Balance Sheets)

 

As of September 30, 2007

 

As of September 30, 2008

 

As of March 31, 2008

1. “Securities” include 209,910 million yen of investments in affiliates and 2,331 million yen of investments.   1. “Securities” include 284,654 million yen of investments in affiliates and 1,982 million yen of investments  

1. “Securities” include 249,266 million yen of investments in affiliates and 2,269 million yen of investments.

 

These amounts include 8,301 million yen of investments in jointly controlled companies.

2. “Securities” include 538 million yen of unsecured securities lent.   2. “Securities” include 794 million yen of unsecured securities lent.   2. “Securities” include 942 million yen of unsecured securities lent.

For securities borrowed and securities purchased under resale agreements, with the rights to dispose the securities through sale or re-pledge without restrictions, 6,044,205 million yen is re-pledged, 574,469 million yen is re-loaned, and 9,083,538 million yen is held as of September 30, 2007.

 

Bankers’ acceptances, commercial bills discounted, documentary bills and foreign bills bought which are accepted through bills discounted include rights to dispose through the sale or pledge without restrictions. The total face value of these bills is 1,093,616 million yen. Of this amount, the total face value of bankers’ acceptances, commercial bills discounted, documentary bills and foreign bills bought delivered through rediscount is 10,680 million yen.

 

For securities borrowed and securities purchased under resale agreements, with the rights to dispose the securities through sale or re-pledge without restrictions, 5,400,337 million yen is re-pledged, 943,264 million yen is re-loaned, and 7,586,639 million yen is held as of September 30, 2008.

 

Bankers’ acceptances, commercial bills discounted, documentary bills and foreign bills bought which are accepted through bills discounted include rights to dispose through the sale or pledge without restrictions. The total face value of these bills is 1,007,324 million yen. Of this amount, the total face value of bankers’ acceptances, commercial bills discounted, documentary bills and foreign bills bought delivered through rediscount is 14,921 million yen.

 

For securities borrowed and securities purchased under resale agreements, with the rights to dispose the securities through sale or re-pledge without restrictions, 5,557,035 million yen is re-pledged, 399,451 million yen is re-loaned, and 14,686,956 million yen is held as of March 31, 2008.

 

Bankers’ acceptances, commercial bills discounted, documentary bills and foreign bills bought which are accepted through bills discounted include rights to dispose through the sale or pledge without restrictions. The total face value of these bills is 989,845 million yen. Of this amount, the total face value of bankers’ acceptances, commercial bills discounted, documentary bills and foreign bills bought delivered through rediscount is 7,927 million yen.

3. Loans to bankrupt borrowers and delinquent loans were 36,878 million yen and 897,477 million yen, respectively.   3. Loans to bankrupt borrowers and delinquent loans were 70,362 million yen and 928,338 million yen, respectively.   3. Loans to bankrupt borrowers and delinquent loans were 43,298 million yen and 737,926 million yen, respectively.
Loans to bankrupt borrowers are loans (1) where accrued interest income is not recognized as it is probable that the principal or interest cannot be collected due to   Loans to bankrupt borrowers are loans (1) where accrued interest income is not recognized as it is probable that the principal or interest cannot be collected due to   Loans to bankrupt borrowers are loans (1) where accrued interest income is not recognized as it is probable that the principal or interest cannot be collected due to

 

C-53


Table of Contents

As of September 30, 2007

 

As of September 30, 2008

 

As of March 31, 2008

delinquencies in payment of principal or interest for a significant period of time or for other reasons (excluding loans written-off; “Non-accrual loans”), and (2) that meet the criteria set forth in Article 96-1-3 (1) to (5) and Article 96-1- 4 of the Order Enforcement of the Corporate Tax Law (Cabinet Order No. 97 of 1965).   delinquencies in payment of principal or interest for a significant period of time or for other reasons (excluding loans written-off; “Non-accrual loans”), and (2) that meet the criteria set forth in Article 96-1-3 (1) to (5) and Article 96-1- 4 of the Order Enforcement of the Corporate Tax Law (Cabinet Order No. 97 of 1965).   delinquencies in payment of principal or interest for a significant period of time or for other reasons (excluding loans written-off; “Non-accrual loans”), and (2) that meet the criteria set forth in Article 96-1-3 (1) to (5) and Article 96-1- 4 of the Order Enforcement of the Corporate Tax Law (Cabinet Order No. 97 of 1965).
Delinquent loans represent non-accrual loans other than loans to bankrupt borrowers and loans for which interest payments have been rescheduled for restructuring or providing support to borrowers.   Delinquent loans represent non-accrual loans other than loans to bankrupt borrowers and loans for which interest payments have been rescheduled for restructuring or providing support to borrowers.   Delinquent loans represent non-accrual loans other than loans to bankrupt borrowers and loans for which interest payments have been rescheduled for restructuring or providing support to borrowers.

4. Loans past due for 3 months or more amount to 17,866 million yen.

 

Loans past due for 3 months or more represent loans whose principal or interest payments have been past due for 3 months or more from the day following the contractual due date, excluding loans to bankrupt borrowers and delinquent loans.

 

4. Loans past due for 3 months or more amount to 17,708 million yen.

 

Loans past due for 3 months or more represent loans whose principal or interest payments have been past due for 3 months or more from the day following the contractual due date, excluding loans to bankrupt borrowers and delinquent loans.

 

4. Loans past due for 3 months or more amount to 17,900 million yen.

 

Loans past due for 3 months or more represent loans whose principal or interest payments have been past due for 3 months or more from the day following the contractual due date, excluding loans to bankrupt borrowers and delinquent loans.

5. Restructured loans amount to 449,472 million yen.

 

Restructured loans represent loans for which concessions favorable to the borrowers are granted in order to restructure or provide support to borrowers. Concessions include a reduction or rescheduling of interest payments, rescheduling of principal payments and waiving of loans. Restructured loans do not include loans classified as loans to bankrupt borrowers, delinquent loans and loans past due for 3 months or more.

 

5. Restructured loans amount to 434,086 million yen.

 

Restructured loans represent loans for which concessions favorable to the borrowers are granted in order to restructure or provide support to borrowers. Concessions include a reduction or rescheduling of interest payments, rescheduling of principal payments and waiving of loans. Restructured loans do not include loans classified as loans to bankrupt borrowers, delinquent loans and loans past due for 3 months or more.

 

5. Restructured loans amount to 477,544 million yen.

 

Restructured loans represent loans for which concessions favorable to the borrowers are granted in order to restructure or provide support to borrowers. Concessions include a reduction or rescheduling of interest payments, rescheduling of principal payments and waiving of loans. Restructured loans do not include loans classified as loans to bankrupt borrowers, delinquent loans and loans past due for 3 months or more.

 

C-54


Table of Contents

As of September 30, 2007

 

As of September 30, 2008

 

As of March 31, 2008

6. The total amount of loans to bankrupt borrowers, delinquent loans, loans past due for 3 months or more and restructured loans was 1,401,694 million yen.

 

The loan amounts provided in Notes 3 to 6 above represent gross amounts before the deduction of allowances for credit losses.

 

6. The total amount of loans to bankrupt borrowers, delinquent loans, loans past due for 3 months or more and restructured loans was 1,450,495 million yen.

 

The loan amounts provided in Notes 3 to 6 above represent gross amounts before the deduction of allowances for credit losses.

 

6. The total amount of loans to bankrupt borrowers, delinquent loans, loans past due for 3 months or more and restructured loans was 1,276,670 million yen.

 

The loan amounts provided in Notes 3 to 6 above represent gross amounts before the deduction of allowances for credit losses.

7. Assets pledged as collateral are as follows:   7. Assets pledged as collateral are as follows:   7. Assets pledged as collateral are as follows:

Cash and due from banks

   ¥ 1,124 million  

Cash and due from banks

  ¥ 1,819 million  

Cash and due from banks:

  ¥ 2,124 million

Trading assets

   ¥ 846,698 million   Trading assets   ¥ 506,583 million   Trading assets   ¥ 815,656 million

Securities

   ¥ 1,312,667 million   Securities   ¥ 1,323,102 million   Securities   ¥ 2,364,483 million

Loans and bills discounted

   ¥ 208,993 million  

Loans and bills discounted

  ¥ 1,308,153 million  

Loans and bills discounted

  ¥ 86,330 million

Other assets

   ¥ 2,475 million   Other assets   ¥ 364 million   Other assets   ¥ 34 million

Tangible fixed assets

   ¥ 662 million  

Tangible fixed assets

  ¥ 844 million  

Tangible fixed assets

  ¥ 1,142 million

Intangible fixed assets

   ¥ 374 million  

Intangible fixed assets

  ¥ 833 million  

Intangible fixed assets

  ¥ 764 million
Liabilities related to pledged assets are as follows:   Liabilities related to pledged assets are as follows:   Liabilities related to pledged assets are as follows:

Deposits

   ¥ 293,359 million   Deposits   ¥ 343,940 million   Deposits   ¥ 393,748 million

Call money and bills sold

   ¥ 612,000 million  

Call money and bills sold

  ¥ 280,000 million  

Call money and bills sold

  ¥ 610,900 million

Borrowed money

   ¥ 1,632,801 million   Commercial paper   ¥ 25,000 million   Commercial paper   ¥ 25,000 million

Bonds payable

   ¥ 11,217 million   Borrowed money   ¥ 2,496,849 million   Borrowed money   ¥ 2,120,577 million

Acceptances and guarantees

   ¥ 1,124 million  

Bonds payable

  ¥ 18,393 million   Bonds payable:   ¥ 17,154 million
    

Acceptances and guarantees

  ¥ 1,705 million  

Acceptances and guarantees

  ¥ 2,124 million
In addition to the items listed above, 158,369 million yen of cash and due from banks, 662,081 million yen of monetary claims bought, 26,839 million yen of trading assets, 5,213,729 million yen of securities, 6,042,207 million yen of loans and bills discounted, and 6,163 million yen of other assets have been pledged as collateral for exchange settlements and other transactions or as deposits for future margin.   In addition to the items listed above, 219,166 million yen of cash and due from banks, 569,862 million yen of monetary claims bought, 303,128 million yen of trading assets, 9,279,365 million yen of securities, 7,708,551 million yen of loans and bills discounted, and 5,321 million yen of other assets have been pledged as collateral for exchange settlements and other transactions or as deposits for future margin.   In addition to the items listed above, 113,293 million yen of cash and due from banks, 568,156 million yen of monetary claims bought, 19,698 million yen of trading assets, 4,670,829 million yen of securities, 6,165,191 million yen of loans and bills discounted, and 5,707 million yen of other assets have been pledged as collateral for exchange settlements and other transactions or as deposits for future margin.

 

C-55


Table of Contents

As of September 30, 2007

 

As of September 30, 2008

 

As of March 31, 2008

5,063,594 million yen of trading assets and 5,334,575 million yen of securities have been sold under repurchase agreements or lent under cash collateralized debt securities lending transactions. The corresponding payables under repurchase agreements and payables under securities lending transactions are 4,166,266 million yen and 5,758,665 million yen, respectively.   5,209,172 million yen of trading assets and 4,935,319 million yen of securities have been sold under repurchase agreements or lent under cash collateralized debt securities lending transactions. The corresponding payables under repurchase agreements and payables under securities lending transactions are 6,014,334 million yen and 3,504,866 million yen, respectively.   4,432,044 million yen of trading assets and 6,151,604 million yen of securities have been sold under repurchase agreements or lent under cash collateralized debt securities lending transactions. The corresponding payables under repurchase agreements and payables under securities lending transactions are 5,903,798 million yen and 3,877,010 million yen, respectively.
8. Overdraft facilities and commitment lines of credit are contracts which commit to finance up to predetermined limits at the request of customers for extending loans, unless they have breached the terms and conditions set forth in the contracts. The unused balance of these contracts is 68,604,086 million yen.   8. Overdraft facilities and commitment lines of credit are contracts which commit to finance up to predetermined limits at the request of customers for extending loans, unless they have breached the terms and conditions set forth in the contracts. The unused balance of these contracts is 62,785,375 million yen.   8. Overdraft facilities and commitment lines of credit are contracts which commit to finance up to predetermined limits at the request of customers for extending loans, unless they have breached the terms and conditions set forth in the contracts. The unused balance of these contracts is 69,330,633 million yen.
The unused balance does not necessarily have an impact on future cash flows because many of these contracts are expected to expire without being drawn down. Most of these contracts include clauses under which the consolidated subsidiaries may refuse applications from customers for extending loans or reduce contracted limits for reasons such as changes in financial conditions, insufficient security or other reasonable reasons. Real estate and/or securities and other items are requested to be pledged as collateral as needed upon signing of the contract. In addition, once the contract is entered into, periodic monitoring of the borrower’s business conditions and other matters are performed in accordance with established internal procedures to review the terms and conditions of the contracts and take actions to secure credit extended, as needed.   The unused balance does not necessarily have an impact on future cash flows because many of these contracts are expected to expire without being drawn down. Most of these contracts include clauses under which the consolidated subsidiaries may refuse applications from customers for extending loans or reduce contracted limits for reasons such as changes in financial conditions, insufficient security or other reasonable reasons. Real estate and/or securities and other items are requested to be pledged as collateral as needed upon signing of the contract. In addition, once the contract is entered into, periodic monitoring of the borrower’s business conditions and other matters are performed in accordance with established internal procedures to review the terms and conditions of the contracts and take actions to secure credit extended, as needed.   The unused balance does not necessarily have an impact on future cash flows because many of these contracts are expected to expire without being drawn down. Most of these contracts include clauses under which the consolidated subsidiaries may refuse applications from customers for extending loans or reduce contracted limits for reasons such as changes in financial conditions, insufficient security or other reasonable reasons. Real estate and/or securities and other items are requested to be pledged as collateral as needed upon signing of the contract. In addition, once the contract is entered into, periodic monitoring of the borrower’s business conditions and other matters are performed in accordance with established internal procedures to review the terms and conditions of the contracts and take actions to secure credit extended, as needed.

 

C-56


Table of Contents

As of September 30, 2007

 

As of September 30, 2008

 

As of March 31, 2008

9. In accordance with the “Law concerning Revaluation of Land” (Law No. 34, March 31, 1998), land used for business operations of the domestic consolidated banking subsidiaries and the domestic consolidated trust banking subsidiaries has been revalued. The taxable portion of the revaluation difference is recognized as liabilities in “Deferred tax liabilities for land revaluation”, while the revaluation difference, net of the taxable portion, plus MUFG’s interest in the reserve for land revaluation reported in the equity method affiliates. Net assets are recorded as “Reserve for land revaluation” in Net assets.   9. In accordance with the “Law concerning Revaluation of Land” (Law No. 34, March 31, 1998), land used for business operations of the domestic consolidated banking subsidiaries and the domestic consolidated trust banking subsidiaries has been revalued. The taxable portion of the revaluation difference is recognized as liabilities in “Deferred tax liabilities for land revaluation”, while the revaluation difference, net of the taxable portion, plus MUFG’s interest in the reserve for land revaluation reported in the equity method affiliates. Net assets are recorded as “Reserve for land revaluation” in Net assets.   9. In accordance with the “Law concerning Revaluation of Land” (Law No. 34, March 31, 1998), land used for business operations of the domestic consolidated banking subsidiaries and the domestic consolidated trust banking subsidiaries has been revalued. The taxable portion of the revaluation difference is recognized as liabilities in “Deferred tax liabilities for land revaluation”, while the revaluation difference, net of the taxable portion, plus MUFG’s interest in the reserve for land revaluation reported in the equity method affiliates. Net assets are recorded as “Reserve for land revaluation” in Net assets.

Dates of revaluation:

 

Consolidated domestic banking subsidiaries: March 31, 1998

 

Consolidated domestic trust banking subsidiaries: March 31, 1998 December 31, 2001, March 31, 2002

 

Dates of revaluation:

 

Consolidated domestic banking subsidiaries: March 31, 1998

 

Consolidated domestic trust banking subsidiaries: March 31, 1998 December 31, 2001, March 31, 2002

 

Dates of revaluation:

 

Consolidated domestic banking subsidiaries: March 31, 1998

 

Consolidated domestic trust banking subsidiaries: March 31, 1998 December 31, 2001, March 31, 2002

Method of revaluation under Article 3, Paragraph 3 of the Law:

 

Revaluation amounts are determined based on (1) “published land price under the Land Price Publication Law” stipulated in Article 2 Item 1 of the “Order for Enforcement of the Law concerning Revaluation of Land” (“Order for Enforcement”) (Cabinet Order No. 119, March 31, 1998), (2) “standard land price determined for land selected as a benchmark as defined in the Order for Enforcement of National Land Use Planning Law” stipulated in Article 2 Item 2 of the “Order for Enforcement,” (3) “land price determined by the method

 

Method of revaluation under Article 3, Paragraph 3 of the Law:

 

Revaluation amounts are determined based on (1) “published land price under the Land Price Publication Law” stipulated in Article 2 Item 1 of the “Order for Enforcement of the Law concerning Revaluation of Land” (“Order for Enforcement”) (Cabinet Order No. 119, March 31, 1998), (2) “standard land price determined for land selected as a benchmark as defined in the Order for Enforcement of National Land Use Planning Law” stipulated in Article 2 Item 2 of the “Order for Enforcement,” (3) “land price determined by the method

 

Method of revaluation under Article 3, Paragraph 3 of the Law:

 

Revaluation amounts are determined based on (1) “published land price under the Land Price Publication Law” stipulated in Article 2 Item 1 of the “Order for Enforcement of the Law concerning Revaluation of Land” (“Order for Enforcement”) (Cabinet Order No. 119, March 31, 1998), (2) “standard land price determined for land selected as a benchmark as defined in the Order for Enforcement of National Land Use Planning Law” stipulated in Article 2 Item 2 of the “Order for Enforcement,” (3) “land price determined by the method

 

C-57


Table of Contents

As of September 30, 2007

 

As of September 30, 2008

 

As of March 31, 2008

established and published by the Commissioner of the National Tax Agency in order to calculate the land value which is used for determining taxable amounts subject to land price tax as set forth in Article 16 of the Land Price Tax Law” stipulated in Article 2 Item 4 of the “Order for Enforcement” with price adjustments by shape and price fluctuation over a period and (4) appraisal by certified real estate appraisers stipulated in Article 2 Item 5 of the “Order for Enforcement” with price adjustments for time.   established and published by the Commissioner of the National Tax Agency in order to calculate the land value which is used for determining taxable amounts subject to land price tax as set forth in Article 16 of the Land Price Tax Law” stipulated in Article 2 Item 4 of the “Order for Enforcement” with price adjustments by shape and price fluctuation over a period and (4) appraisal by certified real estate appraisers stipulated in Article 2 Item 5 of the “Order for Enforcement” with price adjustments for time.   established and published by the Commissioner of the National Tax Agency in order to calculate the land value which is used for determining taxable amounts subject to land price tax as set forth in Article 16 of the Land Price Tax Law” stipulated in Article 2 Item 4 of the “Order for Enforcement” with price adjustments by shape and price fluctuation over a period and (4) appraisal by certified real estate appraisers stipulated in Article 2 Item 5 of the “Order for Enforcement” with price adjustments for time.
Some of the companies accounted for under the equity method have revalued their land used for business operations as of March 31, 2002.   Some of the companies accounted for under the equity method have revalued their land used for business operations as of March 31, 2002.   Some of the companies accounted for under the equity method have revalued their land used for business operations as of March 31, 2002.
10. Accumulated depreciation on tangible fixed assets: 1,383,524 million yen   10. Accumulated depreciation on tangible fixed assets: 1,029,988 million yen   10. Accumulated depreciation on tangible fixed assets: 1,372,174 million yen

11. Compressed book value of tangible fixed assets: 91,738 million yen

 

(Compressed book value for the six months ended September 30, 2007: — million yen)

 

 

___________

 

11. Compressed book value of tangible fixed assets: 91,673 million yen

 

(Compressed book value for the fiscal year ended March 31, 2008: — million yen)

12. Borrowed money includes 1,178,500 million yen of subordinated borrowings whose repayment is subordinated to other debts.   12. Borrowed money includes 1,166,000 million yen of subordinated borrowings whose repayment is subordinated to other debts.   12. Borrowed money includes 1,202,500 million yen of subordinated borrowings whose repayment is subordinated to other debts.
13. Bonds payable include 3,293,896 million yen of subordinated bonds.   13. Bonds payable include 3,221,661 million yen of subordinated bonds.   13. Bonds payable include 3,158,606 million yen of subordinated bonds.

 

___________

 

14. Goodwill and negative goodwill are netted and presented as “Other assets.” The gross amounts of goodwill and negative goodwill are as follows:

 

 

 

___________

 

Goodwill

   367,951 million yen   
 

Negative goodwill

   31,433 million yen   
 

Net

   336,517 million yen   

 

C-58


Table of Contents

As of September 30, 2007

 

As of September 30, 2008

 

As of March 31, 2008

15. The principal amounts of money in trusts and loan trusts entrusted to the domestic trust banking subsidiaries, with principal guaranteed contracts, are 1,386,986 million yen and 293,603 million yen, respectively.   15. The principal amounts of money in trusts and loan trusts entrusted to the domestic trust banking subsidiaries, with principal guaranteed contracts, are 1,154,687 million yen and 169,572 million yen, respectively.   15. The principal amounts of money in trusts and loan trusts entrusted to the domestic trust banking subsidiaries, with principal guaranteed contracts, are 1,277,958 million yen and 231,508 million yen, respectively.
16. Guarantee obligations for private placement bonds (defined in Article 2-3 of the Financial Instruments and Exchange Act) in “Securities” is 3,352,216 million yen.   16. Guarantee obligations for private placement bonds (defined in Article 2-3 of the Financial Instruments and Exchange Act) in “Securities” is 3,044,763 million yen.   16. Guarantee obligations for private placement bonds (defined in Article 2-3 of the Financial Instruments and Exchange Act) in “Securities” is 3,093,449 million yen.

 

C-59


Table of Contents

(Consolidated Statements of Income)

 

For the six months ended

September 30, 2007

 

For the six months ended

September 30, 2008

 

For the fiscal year ended

March 31, 2008

1.      Other ordinary income includes 105,818 million yen of gains on sales of equity securities and 76,995 million yen of lease income relating to the consolidated leasing subsidiaries.

 

1.      Other ordinary income includes 71,840 million yen of gains on sales of equity securities.

 

1.      Other ordinary income includes 176,970 million yen of gains on sales of equity securities and 152,639 million yen of lease income relating to the consolidated leasing subsidiaries.

2.      Other ordinary expenses include 163,776 million yen of provisions for credit losses, 87,010 million yen of loan write-offs, 66,711 million yen of leasing costs relating to the consolidated leasing subsidiaries, and 45,010 million yen of write-down of equity securities.

 

2.      Other ordinary expenses include 171,834 million yen of provisions for credit losses, 163,052 million yen of loan write-offs, and 145,276 million yen of write-down of equity securities.

 

2.      Other ordinary expenses include 251,597 million yen of loan write-offs, 132,564 million yen of leasing costs relating to the consolidated leasing subsidiaries, and 187,104 million yen of write-down of equity securities.

 

___________

 

3.      Impact upon the adoption of accounting standard for lease transactions recognized represents the impact arising from the changes in the accounting for lease transactions as a lessor by the consolidated subsidiary whose main business is leasing.

 

 

___________

 

___________

 

 

___________

 

4.      Prior year adjustments represent elimination adjustments on assets of UFJ Bank Limited, which became a domestic consolidated banking subsidiary on October 1, 2005.

 

C-60


Table of Contents

(Consolidated Statements of Changes in Net Assets)

 

I. For the six months ended September 30, 2007

 

1. Types and number of outstanding shares and treasury stock

 

     (Thousand shares)
     Number of shares
as of
March 31, 2007
   Number of shares
increased
   Number of shares
decreased
   Number of shares
as of
September 30, 2007
   Notes

Outstanding shares

              

Common stock

   10,861    10,850,782    —      10,861,643    1

Preferred stock first series of class 3

   100    99,900    —      100,000    2

Preferred stock class 8

   17    17,682    —      17,700    3

Preferred stock class 11

   0    0    —      1    4

Preferred stock class 12

   33    33,666    —      33,700    5
                      

Total

   11,013    11,002,031    —      11,013,044   
                      

Treasury stock

              

Common stock

   654    654,379    277,165    377,867    6
                      

Total

   654    654,379    277,165    377,867   
                      

 

Notes:

1. The increase in common stock by 10,850,782 thousand shares was due to a stock split.
2. The increase in preferred stock first series of class 3 by 99,900 thousand shares was due to a stock split.
3. The increase in preferred stock class 8 by 17,682 thousand shares was due to a stock split.
4. The increase in preferred stock class 11 by 0 thousand shares was due to a stock split.
5. The increase in preferred stock class 12 by 33,666 thousand shares was due to a stock split.
6. The increase in common stock held as treasury stock by 654,379 thousand shares was due to a stock split, the acquisition at the shareholders’ request to purchase their odd-lot shares, an increase in the number of shares held by subsidiaries and affiliates, and other reasons. The decrease in common stock held as treasury stock by 277,165 thousand shares was due to a share exchange, the sale of odd-lot shares at the shareholders’ request, a decrease in the number of shares held by affiliates and other reasons.

 

2. Information regarding subscription rights to shares

 

     

Type of

subscription rights to

shares

  Type of
shares
to be
issued
  Number of shares issued     Balance
as of
September 30,
2007
    Notes
         As of
March 31,
2007
    For the six months ended
September 30, 2007
    As of
September 30,
2007
     

Issuer

         Increase     Decrease        
                                     (¥ million)      

MUFG

  

Subscription rights to shares

                       
  

(Treasury stock)

    (— )   (— )   (— )   (— )   (— )  
  

Stock options

                 

Consolidated subsidiaries

(Treasury stock)

                 87

(—

 

)

 

Total

              87

(—

 

)

 

 

C-61


Table of Contents
3. Information regarding dividends

 

Date of approval

  

Type of stock                                         

   Total
dividends
   Dividend
per share
   Dividend record date    Effective date
          (million yen)    (yen)          
General meeting of shareholders on June 28, 2007   

Common stock

   61,259    6,000    March 31, 2007    June 28, 2007
  

Preferred stock first series of class 3

   3,000    30,000    March 31, 2007    June 28, 2007
  

Preferred stock class 8

   140    7,950    March 31, 2007    June 28, 2007
  

Preferred stock class 11

   0    2,650    March 31, 2007    June 28, 2007
  

Preferred stock class 12

   193    5,750    March 31, 2007    June 28, 2007

The total amount of dividends above includes 3 million yen paid to consolidated subsidiaries.

Dividends with record dates on or before September 30, 2007 and effective dates on or after October 1, 2007

 

Date of approval

 

Type of stock        

  Total
dividends
  Source of
dividends
  Dividend
per share
  Dividend record date   Effective date
        (million yen)       (yen)        
Board of Directors meeting on November 21, 2007  

Common stock

 

73,411

 

Other retained
earnings

 

7

 

September 30, 2007

 

December 10, 2007

 

Preferred stock first series of class 3

 

3,000

 

Other retained
earnings

 

30

 

September 30, 2007

 

December 10, 2007

 

Preferred stock class 8

 

140

 

Other retained
earnings

 

7.95

 

September 30, 2007

 

December 10, 2007

 

Preferred stock class 11

 

0

 

Other retained
earnings

 

2.65

 

September 30, 2007

 

December 10, 2007

 

Preferred stock class 12

 

193

 

Other retained
earnings

 

5.75

 

September 30, 2007

 

December 10, 2007

MUFG executed a 1,000 for 1 stock split of common and preferred stocks effective on September 30, 2007.

 

C-62


Table of Contents
II. For the six months ended September 30, 2008

 

1. Types and number of outstanding shares and treasury stock

 

     (Thousand shares)
     Number of shares
as of

March 31, 2008
   Number of shares
increased
   Number of shares
decreased
   Number of shares
as of
September 30, 2008
   Notes

Outstanding shares

              

Common stock

   10,861,643    72,035    —      10,933,679    1

Preferred stock first series of class 3

   100,000    —      —      100,000   

Preferred stock class 8

   17,700    —      17,700    —      2

Preferred stock class 11

   1    —      —      1   

Preferred stock class 12

   33,700    —      —      33,700   
                      

Total

   11,013,044    72,035    17,700    11,067,380   
                      

Treasury stock

              

Common stock

   504,262    3,216    201,045    306,433    3

Preferred stock class 8

   —      17,700    17,700    —      4

Preferred stock class 12

   —      22,400    —      22,400    5
                      

Total

   504,262    43,316    218,745    328,833   
                      

 

Notes:

1. The increase in the common stock by 72,035 thousand shares is due to the issuance of common stock through the mandatory acquisition of preferred stock class 8 and at the request for acquisition of preferred stock class 12.
2. The decrease in the preferred stock class 8 by 17,700 thousand shares is due to the retirement of preferred stock class 8 which was mandatorily acquired.
3. The increase in the shares of common stock held as treasury stock by 3,216 thousand shares is due to purchases at the shareholders’ requests to purchase their shares constituting less than a unit and other purchase requests, and increases in the number of shares held by affiliates and other reasons. The decrease in common stock held as treasury stock by 201,045 thousand shares is due to the sale at the shareholders’ requests to sell shares constituting less than a unit, the issuance of shares through exercise of subscription rights to shares (stock option) and share exchange, and a decrease in the number of shares held by affiliates and other reasons.
4. The increase in 17,700 thousand shares in preferred stock class 8 held as treasury stock is due to mandatory acquisition. The decrease in 17,700 thousand shares in preferred stock class 8 held as treasury stock is due to the retirement of the preferred stock.
5. The increase in 22,400 thousand shares in class 12 preferred stock held as treasury stock is due to purchase requests.

 

C-63


Table of Contents
2. Information regarding subscription rights to shares

 

Issuer

 

Type of
subscription rights to
shares

  Type of
shares
to be
issued
  Number of shares issued     Balance
as of
September 30,
2008

(¥ million)
    Notes
      As of
March 31,
2008
    For the six months ended
September 30, 2008
    As of
September 30,
2008
     
        Increase     Decrease        

MUFG

 

Subscription rights to shares

                       
 

(Treasury stock)

    (— )   (— )   (— )   (— )   (— )  
 

Stock options

              3,562    

Consolidated subsidiaries

(Treasury stock)

                111

(—

 

)

 

Total

 

              3,674

(—

 

)

 

 

3. Information regarding dividends

 

(1) Dividend paid during the six months ended September 30, 2008

 

Date of approval        

  

Type of stock                                    

   Total
dividends
   Dividend
per share
   Dividend record date   

Effective date

          (million yen)    (yen)          
General meeting of shareholders on June 27, 2008   

Common stock

   72,525    7    March 31, 2008    June 27, 2008
  

Preferred stock first series of class 3

   3,000    30    March 31, 2008    June 27, 2008
  

Preferred stock class 8

   140    7.95    March 31, 2008    June 27, 2008
  

Preferred stock class 11

   0    2.65    March 31, 2008    June 27, 2008
  

Preferred stock class 12

   193    5.75    March 31, 2008    June 27, 2008

The total amount of dividends above includes 4 million yen paid to consolidated subsidiaries.

 

(2) Dividends with record dates on or before September 30, 2008 and effective dates on or after October 1, 2008

 

Date of approval        

 

Type of stock        

  Total
dividends
 

Source of
dividends

  Dividend
per share
  Dividend record date   Effective date
        (million yen)       (yen)        
Board of Directors meeting on November 18, 2008  

Common stock

 

74,428

 

Other retained earnings

 

7

 

September 30, 2008

 

December 10, 2008

 

Preferred stock first series of class 3

 

3,000

 

Other retained earnings

 

30

 

September 30, 2008

 

December 10, 2008

 

Preferred stock class 11

 

0

 

Other retained earnings

 

2.65

 

September 30, 2008

 

December 10, 2008

 

Preferred stock class 12

 

64

 

Other retained earnings

 

5.75

 

September 30, 2008

 

December 10, 2008

 

C-64


Table of Contents
III. For the fiscal year ended March 31, 2008

 

1. Types and number of outstanding shares and treasury stock

 

     (Thousand shares)
     Number of shares
as of

March 31, 2007
   Number of
shares
increased
   Number of
shares
decreased
   Number of shares
as of

March 31, 2008
   Notes
      

Outstanding shares:

              

Common stock

   10,861    10,850,782    —      10,861,643    1

Preferred stock first series of class 3

   100    99,900    —      100,000    2

Preferred stock class 8

   17    17,682    —      17,700    3

Preferred stock class 11

   0    0    —      1    4

Preferred stock class 12

   33    33,666    —      33,700    5
                      

Total

   11,013    11,002,031    —      11,013,044   
                      

Treasury stock:

              

Common stock

   654    781,337    277,729    504,262    6
                      

Total

   654    781,337    277,729    504,262   
                      

 

Notes:

1. The increase in common stock by 10,850,782 thousand shares was due to a stock split.
2. The increase in preferred stock first series of class 3 by 99,900 thousand shares was due to a stock split.
3. The increase in preferred stock class 8 by 17,682 thousand shares was due to a stock split.
4. The increase in preferred stock class 11 by 0 thousand shares was due to a stock split.
5. The increase in preferred stock class 12 by 33,666 thousand shares was due to a stock split.
6. The increase in common stock held as treasury stock by 781,337 thousand shares was due to a stock split, repurchase at the shareholders’ requests to purchase their odd-lot shares and shares constituting less than a unit, the repurchase of treasury stock under the resolution of the Board of Directors, an increase in the number of shares held by subsidiaries and affiliates, and other reasons. The decrease in common stock held as treasury stock by 277,729 thousand shares was due to a share exchange, the sale of odd-lot shares and shares constituting less than a unit at the shareholders’ requests, a decrease in the number of shares held by affiliates and other reasons.

 

2. Information regarding subscription rights to shares

 

Issuer

 

Type of
subscription rights to
shares

  Type of
shares
to be
issued
  Number of shares issued     Balance as of
March 31, 2008
    Notes
      As of
March 31,
2007
    For the fiscal year ended
March 31, 2008
    As of
March 31,
2008
     
        Increase     Decrease        
                                    (¥ million)      
MUFG  

Subscription rights to shares

                       
 

(Treasury stock)

    (— )   (— )   (— )   (— )   (— )  
 

Stock options

              2,408    
Consolidated subsidiaries
(Treasury stock)
                100

(—

 

)

 

Total

              2,509

(—

 

)

 

 

C-65


Table of Contents
3. Information regarding cash dividends

 

Date of approval

 

Type of stock

  Total
dividends
  Dividend
per share
  Dividend record date   Effective date
        (million yen)   (yen)        
General meeting of shareholders on June 28, 2007  

Common stock

  61,259   6,000        March 31, 2007   June 28, 2007
 

Preferred stock first series of class 3

  3,000   30,000        March 31, 2007   June 28, 2007
 

Preferred stock class 8

  140   7,950        March 31, 2007   June 28, 2007
 

Preferred stock class 11

  0   2,650        March 31, 2007   June 28, 2007
 

Preferred stock class 12

  193   5,750        March 31, 2007   June 28, 2007
Board of Directors meeting on November 21, 2007  

Common stock

  73,411   7        September 30, 2007   December 10, 2007
 

Preferred stock first series of class 3

  3,000   30        September 30, 2007   December 10, 2007
 

Preferred stock class 8

  140   7.95        September 30, 2007   December 10, 2007
 

Preferred stock class 11

  0   2.65        September 30, 2007   December 10, 2007
 

Preferred stock class 12

  193   5.75        September 30, 2007   December 10, 2007

The total amount of dividends above includes 11 million yen paid to consolidated subsidiaries.

MUFG conducted a 1,000 for 1 stock split of common and preferred stocks effective on September 30, 2007.

Dividends with record dates on or before March 31, 2008 and effective dates on or after April 1, 2008

 

Date of approval

 

Type of stock

  Total
dividends
  Source of
dividends
  Dividend
per share
  Dividend record date   Effective date
        (million yen)       (yen)        
General meeting of shareholders on June 27, 2008  

Common stock

  72,525   Other Retained
earnings
  7   March 31, 2008   June 27, 2008
 

Preferred stock first series of class 3

 

3,000

 

Other Retained
earnings

 

30

 

March 31, 2008

 

June 27, 2008

 

Preferred stock class 8

 

140

 

Other Retained
earnings

 

7.95

 

March 31, 2008

 

June 27, 2008

 

Preferred stock class 11

 

0

 

Other Retained
earnings

 

2.65

 

March 31, 2008

 

June 27, 2008

 

Preferred stock class 12

 

193

 

Other Retained
earnings

 

5.75

 

March 31, 2008

 

June 27, 2008

 

C-66


Table of Contents

(Consolidated Statements of Cash Flows)

 

For the six months ended
September 30, 2007

   

For the six months ended
September 30, 2008

   

For the fiscal year ended
March 31, 2008

 
Reconciliation between cash and cash equivalents and items presented on the interim consolidated balance sheet:        Reconciliation between cash and cash equivalents and items presented on the interim consolidated balance sheet:        Reconciliation between cash and cash equivalents and items presented on the consolidated balance sheet:    
As of September 30, 2007     As of September 30, 2008     As of March 31, 2008  
    (in millions of
yen)
        (in millions of
yen)
        (in millions of
yen)
 

Cash and due from banks

  10,978,368    

Cash and due from banks

  10,148,110    

Cash and due from banks

  10,281,603  

Time deposits and negotiable certificates of deposit in other banks

  (7,739,470 )  

Time deposits and negotiable certificates of deposit in other banks

  (5,593,553 )  

Time deposits and negotiable certificates of deposit in other banks

  (6,059,380 )
                     

Cash and cash equivalents

  3,238,898    

Cash and cash equivalents

  4,554,556    

Cash and cash equivalents

  4,222,222  

 

C-67


Table of Contents

(Lease Transactions)

 

For the six months ended

September 30, 2007

 

For the six months ended

September 30, 2008

 

For the fiscal year ended

March 31, 2008

1. Finance leases other than those that are deemed to transfer the ownership of the leased assets to the lessees:   1. Finance leases other than those that are deemed to transfer the ownership of the leased assets to the lessees which are accounted for similar to normal sale and purchase transactions:   1. Finance leases other than those that are deemed to transfer the ownership of the leased assets to the lessees:
(As lessee)     (As lessee)     (As lessee)  

•      Acquisition costs, accumulated depreciation, accumulated impairment loss and net book value of leased assets:

 

•      Acquisition costs, accumulated depreciation, accumulated impairment loss and net book value of leased assets:

 

•      Acquisition costs, accumulated depreciation, accumulated impairment loss and net book value of leased assets:

    (in millions of yen)       (in millions of yen)       (in millions of yen)
Acquisition costs   Acquisition costs   Acquisition costs

Tangible fixed assets

  187,054  

Tangible fixed assets

  156,025  

Buildings

  49

Intangible fixed assets

 

152,611

 

Intangible fixed assets

 

141,442

 

Other tangible fixed assets

  166,896
             

Total

  339,666  

Total

  297,468  

Software

  151,405
           
       

Total

  318,351

Accumulated depreciation

  Accumulated depreciation   Accumulated depreciation

Tangible fixed assets

  93,503  

Tangible fixed assets

  90,932  

Buildings

  40

Intangible fixed assets

 

74,653

 

Intangible fixed assets

 

86,331

 

Other tangible fixed assets

  86,976
             

Total

  168,156  

Total

  177,264  

Software

  84,115
           
       

Total

  171,132

Accumulated impairment losses

  Accumulated impairment losses   Accumulated impairment losses

Tangible fixed assets

  301  

Tangible fixed assets

  167  

Other tangible fixed assets

  1,068

Intangible fixed assets

  37  

Intangible fixed assets

  46  

Software

  37
               

Total

  338  

Total

  213  

Total

  1,105

Net book value as of
September 30, 2007

 

Net book value as of September 30, 2008

 

Net book value as of March 31, 2008

Tangible fixed assets

  93,249  

Tangible fixed assets

  64,925  

Buildings

  9

Intangible fixed assets

 

77,921

 

Intangible fixed assets

 

55,064

 

Other tangible fixed assets

  78,852
             

Total

  171,170  

Total

  119,990  

Software

  67,252
           
       

Total

  146,113

 

C-68


Table of Contents

For the six months ended

September 30, 2007

 

For the six months ended

September 30, 2008

 

For the fiscal year ended

March 31, 2008

Note: The acquisition costs include the interest expenses since the future lease payments are immaterial when compared with the balance of the fixed assets as of September 30, 2007. However, for the main intangible fixed asset items, interest expenses that are reasonably estimated are deducted from the acquisition costs.   Note: The acquisition costs include the interest expenses since the future lease payments are immaterial when compared with the balance of the fixed assets as of September 30, 2008. However, for the main intangible fixed asset items, interest expenses that are reasonably estimated are deducted from the acquisition costs.   Note: The acquisition costs include the interest expenses since the future lease payments are immaterial when compared with the balance of the fixed assets as of March 31, 2008. However, for the main software items, interest expenses that are reasonably estimated are deducted from the acquisition costs.

•     Future lease payments as of September 30, 2007

 

•     Future lease payments as of September 30, 2008

 

•     Future lease payments as of March 31, 2008

    (in millions of
yen)
      (in millions of
yen)
      (in millions of
yen)

Due within one year

  52,074  

Due within one year

  45,249  

Due within one year

  49,570

Due after one year

  121,794  

Due after one year

  76,749  

Due after one year

  99,869
               

Total

  173,868  

Total

  121,998  

Total

  149,440
Note: Future lease payments include the interest expenses since the future lease payments are immaterial when compared to the balance of the fixed assets as of September 30, 2007. However, for the main intangible fixed assets items, interest expenses that are reasonably estimated are deducted from the future lease payments.   Note: Future lease payments include the interest expenses since the future lease payments are immaterial when compared to the balance of the fixed assets as of September 30, 2008. However, for the main intangible fixed assets items, interest expenses that are reasonably estimated are deducted from the future lease payments.   Note: Future lease payments include the interest expenses since the future lease payments are immaterial when compared to the balance of the fixed assets as of March 31, 2008. However, for the main software items, interest expenses that are reasonably estimated are deducted from the future lease payments.

•     Balance of impairment losses on leased assets as of September 30, 2007

 

•     Balance of impairment losses on leased assets as of September 30, 2008

 

•     Balance of impairment losses on leased assets as of March 31, 2008

271 million yen

  213 million yen   970 million yen

•     Lease expense, reversal of impairment losses on leased assets, depreciation, interest expense and impairment losses:

 

•     Lease expense, reversal of impairment losses on leased assets, depreciation, interest expense and impairment losses:

 

•     Lease expense, reversal of impairment losses on leased assets, depreciation, interest expense and impairment losses:

    (in millions of
yen)
      (in millions of
yen)
      (in millions of
yen)

Lease expense

  29,290  

Lease expense

  25,987  

Lease expense

  57,380

Reversal of impairment losses on leased assets

  67  

Reversal of impairment losses on leased assets

  67  

Reversal of impairment losses on leased assets

  209

Depreciation

  28,620  

Depreciation

  25,429  

Depreciation

  56,057

Interest expense

  624  

Interest expense

  455  

Interest expense

  1,180

Impairment losses

  338  

Impairment losses

  78  

Impairment losses

  1,179

 

C-69


Table of Contents

For the six months ended

September 30, 2007

 

For the six months ended

September 30, 2008

 

For the fiscal year ended

March 31, 2008

•      Method used to calculate depreciation:

 

•      Method used to calculate depreciation:

 

•      Method used to calculate depreciation:

Depreciation is calculated using the straight-line method over the lease term of the respective assets with no residual value at the end of the lease period.   Depreciation is calculated using the straight-line method over the lease term of the respective assets with no residual value at the end of the lease period.   Depreciation is calculated using the straight-line method over the lease term of the respective assets with no residual value at the end of the lease period.

•      Method used to calculate interest expense:

 

•      Method used to calculate interest expense:

 

•      Method used to calculate interest expense:

Interest expense is calculated based on the difference between the total lease payments and the acquisition costs of the leased assets and allocated to each interim period using the interest method.   Interest expense is calculated based on the difference between the total lease payments and the acquisition costs of the leased assets and allocated to each interim period using the interest method.   Interest expense is calculated based on the difference between the total lease payments and the acquisition costs of the leased assets and allocated to each fiscal year using the interest method.

(As lessor)

    (As lessor)

•      Acquisition costs, accumulated depreciation and net book value of leased assets:

 

 

___________

 

•      Acquisition costs, accumulated depreciation and net book value of leased assets included in tangible fixed assets, and intangible fixed assets:

    (in millions of
yen)
              (in millions of
yen)

Acquisition costs

      Acquisition costs

Tangible fixed
assets

  512,665    

Other tangible fixed assets

  510,617

Intangible fixed assets

  66,094    

Other intangible fixed assets

  70,089
           

Total

  578,760     Total   580,707

Accumulated depreciation

    Accumulated depreciation

Tangible fixed
assets

  225,598    

Other tangible fixed assets

  228,336

Intangible fixed assets

  28,203    

Other intangible fixed assets

  30,058
           

Total

  253,801     Total   258,395

Net book value as of September 30, 2007

   

Net book value as of March 31, 2008

Tangible fixed
assets

  287,066    

Other tangible fixed assets

  282,280

Intangible fixed assets

  37,891    

Other intangible fixed assets

  40,031
           

Total

  324,958     Total   322,312

 

C-70


Table of Contents

For the six months ended

September 30, 2007

 

For the six months ended

September 30, 2008

 

For the fiscal year ended

March 31, 2008

•     Future lease payments

   

•     Future lease payments

    (in millions of
yen)
          (in millions of
yen)

Due within one year

  115,858      

Due within one year

  115,947

Due after one year

  242,853    

Due after one year

  238,268
             

Total

  358,712     Total   354,215
Note: Future lease payments include interest received, since the total balances of future lease payments and the estimated residual values as of September 30, 2007 are immaterial when compared with the accounts receivables balances as of September 30, 2007.     Note: Future lease payments include interest received, since the total balances of future lease payments and the estimated residual values as of March 31, 2008 are immaterial when compared with the accounts receivables balances as of March 31, 2008.

•     Lease income

  61,519 million yen      

•     Lease income

  123,254 million yen

•     Depreciation

  52,792 million yen      

•     Depreciation

  106,023 million yen

2.     Operating lease transactions

 

2.     Operating lease transactions

 

2.     Operating lease transactions

(As lessor)

    (As lessor)     (As lessor)  
    (in millions of
yen)
      (in millions of
yen)
      (in millions of
yen)

•     Future lease payments

 

•     Future lease payments relating to non-cancellable operating leases

 

•     Future lease payments

Due within one year

  40,753   Due within one year   42,226   Due within one year   44,476

Due after one year

  163,519   Due after one year   131,364   Due after one year   139,734
               

Total

  204,273   Total   173,591   Total   184,210

(As lessee)

    (As lessee)   (As lessee)

•     Future lease payments

 

•     Future lease payments relating to non-cancellable operating leases

 

•     Future lease payments

    (in millions of
yen)
      (in millions of
yen)
      (in millions of
yen)

Due within one year

  4,917   Due within one year   5,039   Due within one year   8,486

Due after one year

  26,357   Due after one year   39,299   Due after one year   22,473
               

Total

  31,275   Total   44,338   Total   30,960

 

C-71


Table of Contents

(Securities)

 

I As of September 30, 2007

 

  *1 In addition to “Securities” in the consolidated balance sheet, the following tables include negotiable certificates of deposit in “Cash and due from banks” and beneficiary certificates of commodity investment trusts in “Monetary claims bought”.

 

  *2 “Investments in subsidiaries and affiliates with fair values” are disclosed in the note to the interim non-consolidated financial statements.

 

1. Debt securities being held to maturity with fair values (as of September 30, 2007)

 

     (in millions of yen)  
     Amount on
consolidated
balance sheet
   Fair value    Net unrealized
gains (losses)
 

Domestic bonds :

   3,007,124    3,009,330    2,205  

Government bonds

   2,697,587    2,697,965    377  

Municipal bonds

   75,694    76,592    898  

Corporate bonds

   233,842    234,772    929  

Foreign bonds

   31,998    32,383    385  

Other

   164,967    164,966    (0 )
                

Total

   3,204,090    3,206,681    2,590  
                

 

Note:

Fair value is calculated by using quoted market prices and/or other information as at the interim period end.

 

2. Other securities with fair values (as of September 30, 2007)

 

     (in millions of yen)  
     Acquisition cost    Amount on
consolidated

balance sheet
   Net unrealized
gains (losses)
 

Domestic equity securities

   4,393,579    7,413,850    3,020,271  

Domestic bonds

   18,073,311    17,994,368    (78,942 )

Government bonds

   16,563,424    16,489,597    (73,827 )

Municipal bonds

   202,000    201,734    (265 )

Corporate bonds

   1,307,886    1,303,036    (4,850 )

Foreign equity securities

   108,209    239,629    131,420  

Foreign bonds

   7,530,373    7,443,250    (87,122 )

Other

   5,252,540    5,247,630    (4,910 )
                

Total

   35,358,013    38,338,729    2,980,716  
                

 

Notes:

1. Amount on consolidated balance sheet represents fair value calculated by using quoted market prices and/or other information as at the interim period end.
2.

Securities with market prices or reasonably established values held by MUFG and domestic consolidated subsidiaries are recorded at fair value on the consolidated balance sheet when the fair values of such securities have significantly declined from the acquisition costs and it is determined at the interim period end that the recovery of the fair values to the acquisition costs are unlikely. Differences between the fair values and the acquisition costs are recognized as losses in current earnings. Criteria for determining

 

C-72


Table of Contents
 

“significant declines in fair value” are set forth as below based on the classification of issuers in accordance with the internally established self-assessment standards for asset quality:

 

Bankrupt, Substantially bankrupt or Potentially bankrupt issuers:   

Fair value is lower than acquisition cost

Special mention:

   Fair value has declined 30% or more from acquisition cost

Normal:

   Fair value has declined 50% or more from acquisition cost

 

     A bankrupt issuer means an issuer that is legally and formally declared as bankrupt, including having entered into bankruptcy proceedings, special liquidation proceedings, or notes being dishonored and suspended from being processed through clearing houses, or other conditions. A substantially bankrupt issuer means an issuer who is regarded as substantially bankrupt. A potentially bankrupt issuer means an issuer that is determined to be highly likely to be bankrupt in the future. A special mention issuer means an issuer that requires close monitoring going forward. A normal issuer refers to an issuer other than a bankrupt, substantially bankrupt, potentially bankrupt and special mention issuer.
3. Net unrealized gains and losses include losses of 245 million yen arising from not bifurcating embedded derivatives from other securities which are recorded in current earnings.

 

 

3. Securities carried at acquisition cost on the consolidated balance sheet (excluding securities included in Table 1) (as of September 30, 2007)

 

     (in millions of yen)
     Amount

Debt securities being held to maturity

  

Foreign bonds

   14,495

Other securities

  

Domestic equity securities

   420,750

Corporate bonds

   3,677,349

Foreign equity securities

   73,181

Foreign bonds

   143,771

 

II As of September 30, 2008

 

  *1 In addition to “Securities” in the consolidated balance sheet, the following tables include negotiable certificates of deposit in “Cash and due from banks” and beneficiary certificates of commodity investment trusts in “Monetary claims bought”.

 

  *2 “Investments in subsidiaries and affiliates with fair values” are disclosed in the note to the interim non-consolidated financial statements.

 

C-73


Table of Contents
1. Debt securities being held to maturity with fair values (as of September 30, 2008)

 

     (in millions of yen)
     Amount on
consolidated
balance sheet
   Fair value    Net unrealized
gains (losses)

Domestic bonds:

   2,133,993    2,140,795    6,801

Government bonds

   1,807,176    1,812,057    4,880

Municipal bonds

   69,002    69,672    669

Corporate bonds

   257,813    259,065    1,251

Foreign bonds

   22,384    23,177    793

Other

   222,052    222,052    —  
              

Total

   2,378,430    2,386,025    7,594
              

 

Note:

Fair value is calculated by using quoted market prices and/or other information as at the interim period end.

 

2. Other securities with fair values (as of September 30, 2008)

 

     (in millions of yen)  
     Acquisition cost    Amount on
consolidated
balance sheet
   Net unrealized
gains (losses)
 

Domestic equity securities

   4,150,255    5,010,911    860,656  

Domestic bonds

   17,669,010    17,658,600    (10,409 )

Government bonds

   15,714,629    15,704,955    (9,674 )

Municipal bonds

   279,536    280,684    1,148  

Corporate bonds

   1,674,844    1,672,961    (1,883 )

Foreign equity securities

   117,142    144,176    27,034  

Foreign bonds

   7,316,688    7,213,911    (102,776 )

Other

   5,075,815    4,301,555    (774,259 )
                

Total

   34,328,910    34,329,155    244  
                

 

Notes:

 

1. Amount on consolidated balance sheet represents fair value calculated by using quoted market prices and/or other information as at the interim period end.
2. Securities with market prices or reasonably established values held by MUFG and domestic consolidated subsidiaries are recorded at fair value on the consolidated balance sheet when the fair values of such securities have significantly declined from the acquisition costs and it is determined at the interim period end that the recovery of the fair values to the acquisition costs are unlikely. Differences between the fair values and the acquisition costs are recognized as losses in current earnings. Criteria for determining “significant declines in fair value” are set forth as below based on the classification of issuers in accordance with the internally established self-assessment standards for asset quality:

 

Bankrupt, Substantially bankrupt or Potentially bankrupt issuers:   

Fair value is lower than acquisition cost

Special mention:

   Fair value has declined 30% or more from acquisition cost

Normal:

   Fair value has declined 50% or more from acquisition cost

A bankrupt issuer means an issuer that is legally and formally declared as bankrupt, including having entered into bankruptcy proceedings, special liquidation proceedings or notes being dishonored and

 

C-74


Table of Contents

suspended from being processed through clearing houses, or other conditions. A substantially bankrupt issuer means an issuer who is regarded as substantially bankrupt. A potentially bankrupt issuer means an issuer that is determined to be highly likely to be bankrupt in the future. A special mention issuer means an issuer that requires close monitoring going forward. A normal issuer refers to an issuer other than a bankrupt, substantially bankrupt, potentially bankrupt and special mention issuer.

3. Net unrealized gains and losses include losses of 8,516 million yen arising from not bifurcating embedded derivatives from other securities which are recorded in current earnings.

 

3. Securities carried at acquisition cost on the consolidated balance sheet (excluding securities in Table 1) (as of September 30, 2008)

 

     (in millions of yen)
     Amount

Debt securities being held to maturity:

  

Foreign bonds

   543

Other securities:

  

Domestic equity securities

   438,785

Corporate bonds

   3,407,603

Foreign equity securities

   75,686

Foreign bonds

   318,250

 

III. As of March 31, 2008

 

  *1. In addition to “Securities” on the consolidated balance sheet, the following tables include securities classified as “Trading assets,” negotiable certificates of deposit in “Cash and due from banks” and securities and beneficiary certificates of commodity investment trusts in “Monetary claims bought”.

 

  *2. “Investments in subsidiaries and affiliates with fair values” are disclosed in the note to the non-consolidated financial statements.

 

1. Available-for-sale securities (as of March 31, 2008)

 

     (in millions of yen)
     Amount on
consolidated
balance sheet
   Net unrealized gains
(losses) recognized
in current earnings

Available for sale securities

   10,048,468    53,379

 

2. Debt securities being held to maturity with fair values (as of March 31, 2008)

 

     (in millions of yen)
     Amount on
consolidated
balance sheet
   Fair value    Net unrealized
gains (losses)
    Unrealized
gains
   Unrealized
losses

Domestic bonds

   2,805,196    2,824,350    19,153     21,178    2,025

Government bonds

   2,496,983    2,512,116    15,133     17,129    1,996

Municipal bonds

   71,844    73,073    1,229     1,229    —  

Corporate bonds

   236,368    239,159    2,790     2,819    28

Other

   136,778    137,862    1,083     1,304    220

Foreign bonds

   20,934    22,018    1,084     1,304    220

Other

   115,844    115,844    (0 )   —      0
                         

Total

   2,941,975    2,962,212    20,237     22,483    2,245
                         

 

C-75


Table of Contents

 

Notes:

1. Fair value is calculated by using quoted market prices and/or other information as at the fiscal year end.
2. “Unrealized gains” and “Unrealized losses” represent the components of “Net unrealized gains (losses)”.

 

3. Other securities with fair values (as of March 31, 2008)

 

     (in millions of yen)
     Acquisition cost    Amount on
consolidated
balance sheet
   Net unrealized
gains (losses)
    Unrealized
gains
   Unrealized
losses

Domestic equity securities

   4,296,748    5,674,702    1,377,953     1,737,517    359,564

Domestic bonds

   17,070,963    17,062,116    (8,847 )   82,767    91,614

Government bonds

   15,366,668    15,343,602    (23,065 )   66,131    89,196

Municipal bonds

   198,806    202,574    3,767     3,916    148

Corporate bonds

   1,505,488    1,515,939    10,450     12,719    2,269

Other

   13,789,594    13,425,362    (364,231 )   192,167    556,398

Foreign equity securities

   97,079    192,234    95,154     95,682    527

Foreign bonds

   8,435,851    8,415,050    (20,800 )   65,715    86,515

Other

   5,256,662    4,818,077    (438,584 )   30,770    469,355
                         

Total

   35,157,305    36,162,180    1,004,875     2,012,453    1,007,578
                         

 

Notes:

1. Amount on consolidated balance sheet represents fair value calculated by using quoted market prices and/or other information as at the end of March 2008.
2. “Unrealized gains” and “Unrealized losses” represent the components of “Net unrealized gains (losses)”.
3. Securities with market prices or reasonably established values held by MUFG and domestic consolidated subsidiaries are recorded at fair value on the consolidated balance sheet when the fair values of such securities have significantly declined from the acquisition costs and it is determined at the fiscal year end that the recovery of the fair values to the acquisition costs are unlikely. Differences between the fair values and the acquisition costs are recognized as losses in current earnings. Criteria for determining “significant declines in fair value” are set forth as below based on the classification of issuers in accordance with the internally established self-assessment standards for asset quality:

 

Bankrupt, Substantially bankrupt or Potentially bankrupt issuers:    Fair value is lower than acquisition cost

Special mention:

   Fair value has declined 30% or more from acquisition cost

Normal:

   Fair value has declined 50% or more from acquisition cost

A bankrupt issuer means an issuer that is legally and formally declared as bankrupt, including having entered into bankruptcy proceedings, special liquidation proceedings or notes being dishonored and suspended from being processed through clearing houses, or other conditions. A substantially bankrupt issuer means an issuer who is regarded as substantially bankrupt. A potentially bankrupt issuer means an issuer that is determined to be highly likely to be bankrupt in the future. A special mention issuer means an issuer that requires close monitoring going forward. A normal issuer refers to an issuer other than a bankrupt, substantially bankrupt, potentially bankrupt and special mention issuer.

4. Net unrealized gains and losses include losses of 13,982 million yen arising from not bifurcating embedded derivatives from other securities which are recorded in current earnings.

 

C-76


Table of Contents
4. Other securities sold during the fiscal year ended March 31, 2008

 

     (in millions of yen)
     Amount sold    Gains on sales    Losses on sales

Other securities

   50,118,819    332,133    144,781

 

5. Securities carried at acquisition cost on the consolidated balance sheet (excluding securities included in Table 2) (as of March 31, 2008)

 

     (in millions of yen)
     Amount

Debt securities being held to maturity

  

Foreign bonds

   12,886

Other securities

  

Domestic equity securities

   446,418

Corporate bonds

   3,481,687

Foreign equity securities

   72,450

Foreign bonds

   243,430

 

6. The redemption schedule of other securities with maturities and debt securities being held to maturity (as of March 31, 2008)

 

     (in millions of yen)
     Within 1 year    Between 1 to 5 years    Between 5 to 10 years    Over 10 years

Domestic bonds

   8,972,284    7,467,376    4,633,923    2,279,647

Government bonds

   8,200,246    4,273,924    3,634,820    1,731,595

Municipal bonds

   24,752    145,509    105,963    3,846

Corporate bonds

   747,285    3,047,942    893,139    544,205

Other

   799,114    3,425,040    2,761,209    5,570,201

Foreign bonds

   589,635    2,986,504    1,440,348    2,955,942

Other

   209,479    438,536    1,320,861    2,614,259
                   

Total

   9,771,398    10,892,417    7,395,133    7,849,848
                   

(Money Held in Trust)

 

I. As of September 30, 2007

Money held in trust other than for trading purpose or being held to maturity (as of September 30, 2007)

 

     (in millions of yen)
     Acquisition cost    Amount on
consolidated
balance sheet
   Net unrealized
gains (losses)

Money held in trust other than for trading purposes or being held to maturity

   339,957    340,716    759

 

Note:

Amount on consolidated balance sheet is recorded at fair value determined using quoted market prices and/or other information as at the interim period end.

 

C-77


Table of Contents
II. As of September 30, 2008

Money held in trust other than for trading purposes or being held to maturity (as of September 30, 2008)

 

     (in millions of yen)
     Acquisition cost    Amount on
consolidated
balance sheet
   Net unrealized
gains (losses)

Money held in trust other than for trading purposes or being held to maturity

   313,263    314,062    798

 

Notes:

Amount on consolidated balance sheet is recorded at fair value determined using quoted market prices and/or other information as at the interim period end.

 

III. As of March 31, 2008

 

1. Money held in trust for trading purposes (as of March 31, 2008)

 

     (in millions of yen)  
     Amount on
consolidated
balance sheet
   Net unrealized gains
(losses) recognized
in current earnings
 

Money held in trust for trading purposes

   72,392    (9,671 )

 

2. Money held in trust other than for trading purposes or being held to maturity (as of March 31, 2008)

 

     (in millions of yen)
     Acquisition cost    Amount on
consolidated
balance sheet
   Net unrealized
gains (losses)
   Unrealized
gains
   Unrealized
losses

Money held in trust other than for trading purposes or being held to maturity

   328,054    329,055    1,001    1,091    89

 

Notes:

1. Amount on consolidated balance sheet is recorded at fair value determined using quoted market prices and/or other information as at the fiscal year end.
2. “Unrealized gains” and “Unrealized losses” represent the components of “Net unrealized gains (losses)”.

(Net Unrealized Gains (Losses) on Other Securities)

 

I. As of September 30, 2007

Net unrealized gains (losses) on other securities (as of September 30, 2007)

The breakdown of “Net unrealized gains (losses) on other securities” recognized in the balance sheet is as follows:

 

     (in millions of yen)  
     Amount  

Net unrealized gains (losses) on other securities

   3,007,857  

Other securities

   3,007,098  

Money held in trust other than for trading purpose or being held to maturity

   759  

Deferred tax liabilities

   (1,208,323 )

Net unrealized gains (losses) on other securities (before adjusting the interests below)

   1,799,534  

Minority interests

   1,654  

MUFG’s interest in unrealized gains (losses) on other securities held by equity method affiliates

   2,229  

Net unrealized gains (losses) on other securities

   1,803,418  

 

C-78


Table of Contents

 

Notes:

1. “Net unrealized gains (losses)” in this table excludes 245 million yen of losses arising from not bifurcating embedded derivatives from other securities.
2. “Net unrealized gains (losses)” in this table includes 26,136 million yen of unrealized gains on securities in investment limited partnerships.

 

II As of September 30, 2008

Net unrealized gains (losses) on other securities (as of September 30, 2008)

The breakdown of “Net unrealized gains (losses) on other securities” recognized in the balance sheet is as follows:

 

     (in millions of yen)  
     Amount  

Net unrealized gains (losses) on other securities

   22,843  

Other securities

   22,044  

Money held in trust other than for trading purpose or being held to maturity

   798  

Deferred tax liabilities

   (72,785 )

Net unrealized gains (losses) on other securities (before adjusting the interests below)

   (49,941 )

Minority interests

   19,221  

MUFG’s interest in unrealized gains (losses) on other securities held by affiliates accounted for under the equity method

   (8,523 )

Net unrealized gains (losses) on other securities

   (39,243 )

 

Notes:

1. “Net unrealized gains (losses)” in this table excludes 8,516 million yen of losses arising from not bifurcating embedded derivatives from other securities.
2. “Net unrealized gains (losses)” in this table includes 13,283 million yen of unrealized gains on securities in investment limited partnerships.

 

III As of March 31, 2008

Net unrealized gains (losses) on other securities (as of March 31, 2008)

The breakdown of “Net unrealized gains (losses) on other securities” recognized in the balance sheet is as follows:

 

     (in millions of yen)  
     Amount  

Net unrealized gains (losses) on other securities

   1,034,322  

Other securities

   1,033,321  

Money held in trust other than for trading purpose or being held to maturity

   1,001  

Deferred tax liabilities

   (443,995 )

Net unrealized gains (losses) on other securities (before adjusting the interests below)

   590,327  

Minority interests

   7,771  

MUFG’s interest in unrealized gains (losses) on other securities held by equity method affiliates

   (2,746 )

Net unrealized gains (losses) on other securities

   595,352  

 

Notes:

1. “Net unrealized gains (losses)” in this table excludes 13,982 million yen of losses arising from not bifurcating embedded derivates from other securities.
2. “Net unrealized gains (losses)” in this table includes 14,463 million yen of unrealized gains on securities in investment limited partnerships.

 

C-79


Table of Contents

(Derivative)

 

I. As of September 30, 2007

 

(1) Interest-related transactions (as of September 30, 2007)

 

          (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)
 

Exchange-traded

   Interest rate futures    17,947,289    (1,876 )   (1,876 )
   Interest rate options    23,208,038    177     (266 )

Over-the-counter

   Forward rate agreements    3,616,306    179     179  
   Interest rate swaps    509,670,483    264,518     264,723  
   Interest rate swaptions    40,172,663    1,477     7,638  
   Other    7,704,037    7,341     9,046  
                    
  

Total

   —      271,818     279,444  
                    

 

Note:

Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

Derivative transactions which apply hedge accounting in accordance with Industry Audit Committee Report No. 24 are not included in the table above.

 

(2) Currency-related transactions (as of September 30, 2007)

 

          (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)
 

Exchange-traded

   Currency futures    13,263    (45 )   (45 )

Over-the-counter

   Currency swaps    38,395,170    64,614     64,614  
   Foreign exchange contracts    88,901,187    214,430     214,430  
  

Currency options

   32,063,611    (158,048 )   1,104  
                    
  

Total

   —      120,950     280,103  
                    

 

Note:

Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

Derivative transactions which apply hedge accounting in accordance with Industry Audit Committee Report No. 25 are not included in the table above.

 

(3) Stock-related transactions (as of September 30, 2007)

 

          (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)
 

Exchange-traded

   Stock index futures    577,640    (25,778 )   (25,778 )
   Stock index options    155,365    497     367  

Over-the-counter

   Over-the-counter securities options    664,845    (12,666 )   (6,157 )
  

Over-the-counter securities index swaps and other swaps

   61,100    (2,995 )   (2,995 )
  

Over-the-counter securities index and other forward contracts

   4,531    10     (3,412 )
                    
  

Total

   —      (40,933 )   (37,977 )
                    

 

C-80


Table of Contents

 

Note:

Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

 

(4) Bond-related transactions (as of September 30, 2007)

 

          (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)
 

Exchange-traded

   Bond futures    2,549,614    2,450     2,450  
  

Bond future options

   515,321    (913 )   73  

Over-the-counter

   Over-the-counter bond options    558,654    (743 )   (802 )
                    
  

Total

   —      793     1,721  
                    

 

Note:

Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

 

(5) Commodity-related transactions (as of September 30, 2007)

 

          (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)
 

Exchange-traded

   Commodity futures    11,766    203     203  
  

Commodity options

   3,466    34     164  

Over-the-counter

   Commodity swaps    1,092,133    85,096     85,096  
   Commodity options    308,111    (4,897 )   (4,570 )
                    
  

Total

   —      80,437     80,894  
                    

 

Notes:

1. Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.
2. Commodities mainly consist of petroleum.

 

(6) Credit derivative transactions (as of September 30, 2007)

 

          (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)
 

Over-the-counter

   Credit default options    5,767,221    (126 )   (126 )

 

Note:

Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

 

(7) Other (as of September 30, 2007)

 

          (in millions of yen)

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)

Over-the-counter

   Weather derivatives    353    (13 )   17

 

C-81


Table of Contents

 

Note:

Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

II. As of September 30, 2008

 

(1) Interest-related transactions (as of September 30, 2008)

 

          (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)
 

Financial instrument exchange-traded

   Interest rate futures    8,244,886    1,949     1,949  
   Interest rate options    7,823,541    505     186  

Over-the-counter

   Forward rate agreements    12,263,502    (666 )   (666 )
   Interest rate swaps    520,013,941    432,669     432,669  
   Interest rate options    49    (0 )   (0 )
   Interest rate swaptions    70,134,137    2,410     6,829  
   Other    8,886,867    (1,082 )   2,950  
                    
  

Total

   —      435,785     443,918  
                    

 

Note:

Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

Derivative transactions which apply hedge accounting in accordance with Industry Audit Committee Report No. 24 are not included in the table above.

 

(2) Currency-related transactions (as of September 30, 2008)

 

          (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)
 

Financial instrument exchange-traded

   Currency futures    375,022    193     193  
Over-the-counter    Currency swaps    35,673,874    (108,625 )   (108,625 )
  

Foreign exchange contracts

   95,042,677    173,677     173,677  
  

Currency options

   31,192,334    96,591     241,496  
                    
  

Total

   —      161,837     306,742  
                    

 

Note:

Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

Derivative transactions which apply hedge accounting in accordance with Industry Audit Committee Report No. 25 are not included in the table above.

 

C-82


Table of Contents
(3) Stock-related transactions (as of September 30, 2008)

 

          (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)
 

Financial exchange-traded

  

Stock index futures

   584,222    41,923     41,923  
  

Stock index options

   95,007    (1,174 )   (464 )

Over-the-counter

  

Over-the-counter securities options

   822,296    (21,445 )   (11,739 )
  

Over-the-counter securities index swaps and other swaps

   180,465    (7,038 )   (7,038 )
  

Over-the-counter securities index and other forward contracts

   17,221    (646 )   (646 )
                    
  

Total

   —      11,619     22,034  
                    

 

Note:

Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

 

(4) Bond-related transactions (as of September 30, 2008)

 

          (in millions of yen)

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value    Net unrealized
gains (losses)

Financial instrument exchange-traded

  

Bond futures

   2,157,370    1,512    1,512
  

Bond future options

   476,178    694    805

Over-the-counter

  

Over-the-counter bond options

   1,062,467    865    582
                 
  

Total

   —      3,072    2,900
                 

 

Note:

Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

 

(5) Commodity-related transactions (as of September 30, 2008)

 

          (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)
 

Financial instrument exchange-traded

   Commodity futures    65,999    2,752     2,752  
  

Commodity options

   28,348    (47 )   688  

Over-the-counter

   Commodity swaps    1,179,246    118,884     118,884  
  

Commodity options

   661,281    (16,074 )   (15,649 )
                    
  

Total

   —      105,514     106,676  
                    

 

Notes:

1. Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.
2. Commodities mainly consist of petroleum.

 

C-83


Table of Contents
(6) Credit derivative transactions (as of September 30, 2008)

 

          (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)
 

Over-the-counter

   Credit default options    7,883,603    40,125     40,125  
  

Total rate of return swaps

   62,484    (4,276 )   (4,276 )
                    
  

Total

   —      35,849     35,849  
                    

 

Note:

Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

 

(7) Other (as of September 30, 2008)

 

          (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)
 

Over-the-counter

   Weather derivatives    249    (34 )   (13 )
  

Earthquake derivatives

   20,282    (1,517 )   (1,517 )
                    
  

Total

   —      (1,551 )   (1,530 )
                    

 

Note:

Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

 

III. As of March 31, 2008

 

1. Derivative transactions

 

(1) Nature of activities

The MUFG Group enters into the following derivative activities:

 

   

Interest-related transactions, including interest rate swaps, interest rate futures, interest rate options and forward rate agreements;

 

   

Currency-related transactions, including currency swaps, currency futures, currency options and foreign exchange forward contracts;

 

   

Stock-related transactions, including stock index futures, stock index options, and securities over-the-counter options;

 

   

Bond-related transactions, including bond futures, bond futures options and bond over-the-counter options;

 

   

Other, including commodity futures, commodity options, commodity swaps and credit derivatives.

 

(2) Purpose of and policies for executing derivative transactions

Derivative transactions are actively executed in accordance with risk management and management policies. The main purpose of such transactions is as follows:

 

   

Improve efficiency of investment and fund raising for customers and offer them hedging instruments for various financial risks

 

C-84


Table of Contents
   

Engage in trading based on the MUFG Group short-term foreign exchange and interest rate forecasts

 

   

Adjust foreign exchange and interest rate risks associated with the MUFG Group’s assets and liabilities

The MUFG Group’s domestic consolidated banking and trust banking subsidiaries hedge interest rate risks arising from various financial assets and liabilities such as loans and deposits using derivatives. The application of hedge accounting requires the assessment of whether the correlation between the deposits, loans, securities and other hedged items and the interest rate swaps, futures and other hedging instruments are within a certain range. To meet this requirement, each MUFG Group bank has constructed an appropriate risk management structure and assesses the effectiveness of hedging activities.

 

(3) Nature of risks arising from transactions

Risks involving derivative transactions consist of market risks and credit risks.

Market risks refer to the risks of loss arising from changes in the various market factors, such as in interest rates, prices of securities or foreign exchange rates. The MUFG Group measures market risks using the value-at-risk approach (a risk index that statistically estimates maximum losses incurred in a portfolio within a given probability in the holding period, based on the historical changes in the market) as a common measure.

For credit risks, major MUFG Group companies calculate unrealized losses or gains arising from transactions by counterparty on a daily basis based on actual market conditions, and add projected future losses to the unrealized losses or gains to measure the credit amount.

 

(4) Risk management structure for transactions

The holding company determines the basic policy on risk management for the MUFG Group as a whole. Each major MUFG Group company establishes a risk management structure to carry out risk management in accordance with the basic policy.

A risk management committee has been established in the holding company. ALM committees, ALM councils, risk management committees and other bodies have been established at the major MUFG Group companies to discuss and decide on important matters pertaining to market risk management and operation.

Furthermore, the major MUFG Group companies set market risk limits and also set upper limits on losses, to limit risk exposure and loss amounts to within a certain range. The MUFG Group’s overall risk conditions and the status of compliance with limits and other restrictions are reported on a daily basis to management.

For credit risk, at the major MUFG Group companies, the credit department and risk management department independent of the trading department verify the appropriateness of the nature of individual transactions, assess the risk exposure and gains or losses, and check the credit line for each counterparty in order to ensure appropriate risk management.

 

C-85


Table of Contents
2. Fair value of transactions

 

(1) Interest-related transactions (as of March 31, 2008)

 

            (in millions of yen)  

Classification

 

Type of transaction

  Contract/notional
amount
  Portion due
after one year
  Fair value     Net unrealized
gains (losses)
 

Exchange-traded

  Interest rate futures   Sell   6,460,791   1,147,045   (11,234 )   (11,234 )
   

Buy

  5,295,151   810,894   7,441     7,441  
  Interest rate options  

Sell

  6,721,509   136,162   (4,335 )   (3,173 )
   

Buy

  5,928,699   136,492   5,181     3,249  

Over-the-counter

  Forward rate agreements   Sell   5,384,627   350,830   (101 )   (101 )
   

Buy

  4,282,298   —     (327 )   (327 )
  Interest rate swaps  

Receive fixed,

pay floating

  267,133,591   179,631,170   3,646,374     3,646,374  
   

Receive floating,

pay fixed

  254,439,535   167,296,739   (3,163,499 )   (3,163,499 )
   

Receive floating,

pay floating

  30,059,854   17,603,850   8,758     8,793  
   

Receive fixed,

pay fixed

  900,052   712,778   (80,536 )   (80,536 )
  Interest rate swaptions   Sell   27,750,700   11,337,070   97,055     (99,755 )
   

Buy

  22,723,066   10,458,638   278,834     100,639  
  Other   Sell   3,054,410   2,283,440   (6,520 )   471  
   

Buy

  3,174,670   2,350,937   23,105     10,874  
                       
  Total   —     —     800,196     419,215  
                       

 

Notes:

1. Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

 

     Derivative transactions which apply hedge accounting in accordance with Industry Audit Committee Report No. 24 are not included in the table above.
2. Fair values are measured as below:

 

     Fair values of exchange-traded transactions are measured at the closing price on the Tokyo Financial Exchange, Inc. and other exchanges.

 

     Fair values of over-the-counter transactions are calculated using the discounted present value or option pricing models or other approaches.

 

C-86


Table of Contents
(2) Currency-related transactions (as of March 31, 2008)

 

            (in millions of yen)  

Classification

 

Type of transaction

  Contract/notional
amount
  Portion due
after one year
  Fair value     Net unrealized
gains (losses)
 

Exchange-traded

  Currency futures   Sell   5,593   —     (23 )   (23 )
    Buy   6,610   —     —       —    

Over-the-counter

  Currency swaps   35,213,982   26,993,908   (140,627 )   (140,627 )
  Foreign exchange contracts   Sell   38,277,586   572,405   706,642     706,642  
   

Buy

  43,453,928   671,253   (632,231 )   (632,231 )
  Currency options   Sell   16,707,450   8,435,397   (591,521 )   (28,965 )
   

Buy

  14,893,726   7,320,996   838,642     384,789  
                       

Total

  —     —     180,879     289,583  
                       

 

Notes:

1. Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

 

     Derivative transactions which apply hedge accounting in accordance with Industry Audit Committee Report No. 25 are not included in the table above.
2. Fair values are measured as below:

 

     Fair values of derivative transactions are calculated using the discounted present value, option pricing models or other approaches.

 

(3) Stock-related transactions (as of March 31, 2008)

 

            (in millions of yen)  

Classification

 

Type of transaction

  Contract/notional
amount
  Portion due
after one year
  Fair value     Net unrealized
gains (losses)
 

Exchange-traded

  Equity index futures   Sell   314,847   —     7,511     7,511  
    Buy   94,291   —     (2,784 )   (2,784 )
 

 

Equity index options

 

 

Sell

  52,278   —     1,290     476  
    Buy   48,165   —     1,299     (33 )

Over-the-counter

 

Over-the-counter

securities options

  Sell   424,826   188,285   48,754     (18,441 )
    Buy   299,719   120,722   25,505     2,685  
  Over-the-counter index swaps and other swaps   Receive rate of change in stock index, pay interest   119,600   119,600   (12,977 )   (12,977 )
    Receive interest, pay rate of change of stock index   12,350   12,350   786     786  
  Over-the-counter index and other forward contracts  

Sell

Buy

  914

8,768

  —  

—  

  (2

(195

)

)

  (2

(195

)

)

           
                       

Total

  —     —     69,186     (22,974 )
                       

 

Notes:

1. Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

 

C-87


Table of Contents
2. Fair values are measured as below:

 

     Fair values of exchange-traded transactions are measured at the closing price on the Tokyo Stock Exchange, and other exchanges.

 

     Fair values of over-the-counter transactions are calculated using the discounted present value or option pricing models or other approaches.

 

(4) Bond-related transactions (as of March 31, 2008)

 

            (in millions of yen)  

Classification

 

Type of transaction

  Contract/notional
amount
  Portion due
after one year
  Fair value     Net unrealized
gains (losses)
 

Exchange-traded

 

Bond futures

  Sell   1,076,348   56,870   (818 )   (818 )
   

Buy

  1,180,436   368,820   2 ,136     2,136  
 

Bond future options

  Sell   543,633   95,851   177     114  
   

Buy

  371,173   105,740   1,335     99  

Over-the-counter

 

Over-the-counter bond options

 

Sell

Buy

  341,172

261,688

  —  

—  

  357

1,628

 

 

  (6

560

)

 

                       
 

Total

  —     —     4,817     2,085  
                       

 

Notes:

1. Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

 

     Derivative transactions subject to hedge accounting are not included in the table above.
2. Fair values are measured as below:

 

     Fair values of exchange-traded transactions are measured at the closing price on the Tokyo Stock Exchange, and other exchanges.

 

     Fair values of over-the-counter transactions are calculated using the option pricing models or other approaches.

 

C-88


Table of Contents
(5) Commodity-related transactions (as of March 31, 2008)

 

            (in millions of yen)  

Classification

 

Type of transaction

  Contract/notional
amount
  Portion due
after one year
    Fair value     Net unrealized
gains (losses)
 

Exchange-traded

  Commodity futures   Sell   8,022   2,628     3,153     3,153  
    Buy   16,721   8,273     (2,198 )   (2,198 )
  Commodity options   Sell   6,876   3,628     713     (81 )
    Buy   5,476   (1,631 )   202     (138 )

Over-the-counter

  Commodity swaps   Receive rate of change in commodities index, pay short-term floating interest   411,945   337,902     (151,369 )   (151,369 )
    Receive short-term floating interest, pay rate of change of commodities index   439,731   360,344     241,059     241,059  
  Commodity options   Sell   158,198   103,957     (13,524 )   5,346  
    Buy   121,097   63,636     7,838     7,200  
                         

Total

  —     —       85,874     102,972  
                         

 

Notes:

1. Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.
2. Fair values are measured as below:

 

     Fair values of exchange-traded transactions are measured at the closing price on the International Petroleum Exchange, and other exchanges.

 

     Fair value of over-the-counter transactions are calculated based on the price of the commodity subject to the transaction, the contract period, and other factors included in the contracts of a transaction.
3. Commodities mainly consist of petroleum.

 

(6) Credit derivative transactions (as of March 31, 2008)

 

               (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Portion due
after one year
   Fair value     Net unrealized
gains (losses)
 

Over-the-counter

   Credit default options    Sell    2,980,889    2,738,513    (86,455 )   (86,455 )
     

Buy

   4,232,806    3,750,088    120,354     120,354  
                            

Total

   —      —      33,899     33,899  
                            

 

Notes:

1. Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

 

C-89


Table of Contents
2. Fair values are measured as below:

 

     Fair values are calculated using the discounted present values, the option pricing models, or other approaches.
3. “Sell” refers to credit risk underwriting transactions, and “Buy” refers to credit risk delivery transactions.

 

(7) Other (as of March 31, 2008)

 

               (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Portion due
after one year
   Fair value     Net unrealized
gains (losses)
 

Over-the-counter

   Weather derivatives    Sell    144    24    (10 )   23  
     

Buy

   —      —      —       —    
   Earthquake derivatives    Sell    9,160    9,160    (1,792 )   (1,792 )
     

Buy

   9,160    9,160    14     14  
                            
  

Total

   —      —      (1,789 )   (1,755 )
                            

 

Notes:

1. Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.
2. Fair values are measured as below:

Fair values are calculated using the option pricing model or other approaches.

(Stock Options)

 

I. For the six months ended September 30, 2007

There are no applicable matters to be disclosed.

 

II. For the six months ended September 30, 2008

 

1. Amount and the account name of the stock options expenses for the six months ended September 30, 2008

General and administrative expenses: 1,767 million yen

 

2. Nature of stock options granted during the six months ended September 30, 2008

 

    

2008 Stock Options

Title and number of grantees

   Directors of MUFG    17
   Corporate auditors of MUFG    5
   Executive officers of MUFG    40
   Directors and executive officers of subsidiaries    174

Number of stock options by type of stock (Note)

   Common stock    3,263,600

Grant date

   July 15, 2008

Condition for vesting

   Retirement

Qualifying service period for vesting

   From June 27, 2008 to 2009 general shareholders meeting

Exercise period

   July 15, 2008 to July 14, 2038

Exercise price (yen)

   1

Fair value at grant date (yen)

   923

 

Note:

The number of stock options is converted into the number of shares of common stock.

 

C-90


Table of Contents
III. For the fiscal year ended March 31, 2008

 

1. Amount and the account name of the stock options expenses for the fiscal year ended March 31, 2008

General and administrative expenses: 2,509 million yen

 

2. Nature and number, and movement of stock options

 

(1) MUFG

 

(i) Nature of stock options

 

    

2007 Stock Options

Title and number of grantees

   Directors of MUFG    15
   Corporate auditors of MUFG    5
   Executive officers of MUFG    39
   Directors and executive officers of subsidiaries    130

Number of stock options by type of stock (Note)

   Common stock    2,798,000

Grant date

   December 6, 2007

Condition for vesting

   Retirement

Qualifying service period for vesting

   June 28, 2007 to June 27, 2008

Exercise period

   December 6, 2007 to December 5, 2037

 

Note:

The number of stock options is converted into the number of shares of common stock.

 

(ii) Number and movement of stock options

The table below shows the stock options existed during the fiscal year ended March 31, 2008. The number of stock options is converted into the number of shares of common stock.

 

(a) Number of stock options

 

     2007 Stock Options

Non-vested (shares)

  

Outstanding as of March 31, 2007

   —  

Granted

   2,798,000

Forfeited

   —  

Vested

   —  

Outstanding as of March 31, 2008

   2,798,000

Vested (shares)

  

Outstanding as of March 31, 2007

   —  

Vested

   —  

Exercised

   —  

Forfeited

   —  

Exercisable as of March 31, 2008

   —  

 

b) Price information (per share)

 

     2007 Stock Options

Exercise price (yen)

   1

Average stock price upon exercise (yen)

   —  

Fair value at grant date (yen)

   1,032

 

C-91


Table of Contents
(iii) Method for calculating the fair value of stock options

The fair values of the stock options granted during the fiscal year ended March 31, 2008 is calculated as follows:

 

(a) Calculation method: The Black-Scholes Model

 

(b) Key assumptions used and the method of estimation

 

     Note    2007 Stock Options  

Volatility of stock price

   1    31.06 %

Estimated remaining outstanding period

   2    4 years  

Expected dividend

   3    11 yen per share  

Risk-free interest rate

   4    0.95 %

 

Notes:

1. The volatility of stock price is calculated based on the actual stock prices during the four years from November 30, 2003 to November 29, 2007.
2. The estimated remaining outstanding period cannot be readily estimated due to a lack of historical data. Therefore, the average period of service of directors of MUFG and subsidiaries is used.
3. Expected dividend is based on the actual dividend per share on common stock for the fiscal year ended March 31, 2007.
4. Risk-free interest rate is calculated based on the Japanese government bond yield applicable to the estimated remaining outstanding period of the stock options.

 

(iv) Method of estimating the number of stock options to be vested

In general, the estimate incorporates only the actual forfeited options, as a reasonable estimate of the future forfeitures is difficult.

 

(2) kabu.com Securities Co., Ltd. (consolidated subsidiary)

 

(i) Nature of stock options

 

   

2003 Stock Options

 

2004 Stock Options

 

2006 Stock Options

Title and number of grantees (Note 3)  

Director of kabu.com Securities Co., Ltd.

  1  

Director of kabu.com Securities Co., Ltd.

  1  

Director of kabu.com Securities Co., Ltd.

  1
 

Employees of kabu.com Securities Co., Ltd.

  36  

Corporate auditor of kabu.com Securities Co., Ltd.

  1  

Executive officer of kabu.com Securities Co., Ltd.

  1
     

Employees of kabu.com Securities Co., Ltd.

  4  

Employees of kabu.com Securities Co., Ltd.

  31
Number of stock options by type of stock (Note 1, 2)  

Common stock

  12,861  

Common stock

  1,854  

Common stock

  4,314

Grant date

  December 31, 2003   April 30, 2004   March 31, 2006

Condition for vesting

  Being a director, executive officer or employee of kabu.com Securities Co., Ltd. upon the exercise of the stock options   Being a director, executive officer or employee of kabu.com Securities Co., Ltd. upon the exercise of the stock options   Being a director, executive officer or employee of kabu.com Securities Co., Ltd. upon the exercise of the stock options
Qualifying service period vesting   The service period is not defined   The service period is not defined   The service period is not defined

Exercise period

  January 1, 2006 to December 31, 2010   May 1, 2006 to December 31, 2010   July 1, 2007 to June 30, 2012

 

Notes:

1. The number of stock options is converted to the number of shares of common stock of kabu.com Securities Co., Ltd.

 

C-92


Table of Contents
2. For the 2003 Stock Options and the 2004 Stock Options, the number of stock they are convertible into reflect the 3 for 1 common stock splits executed on September 28, 2004 and July 20, 2005.
3. A corporate auditor, who is a grantee of the 2004 Stock Options, retired from the position of corporate auditor and was elected as a director at the general meeting of the shareholders of kabu.com Securities Co., Ltd. on June 22, 2004.

 

(ii) Number and movement of stock options

The table below shows the stock options during the fiscal year ended March 31, 2008. The number of stock options is converted into the number of shares of common stock.

 

(a) Number of stock options

 

     2003 Stock Options    2004 Stock Options    2006 Stock Options

Non-vested (shares)

        

Outstanding as of March 31, 2007

   —      —      3,753

Granted

   —      —      —  

Forfeited

   —      —      111

Vested

   —      —      3,642

Outstanding as of March 31, 2008

   —      —      —  

Vested (shares)

        

Outstanding as of March 31, 2007

   4,185    846    —  

Vested

   —      —      3,642

Exercised

   3,375    333    —  

Forfeited

   27    —      —  

Outstanding as of March 31, 2008

   783    513    3,642

 

(b) Price information (per share)

 

           2003 Stock Options    2004 Stock Options    2006 Stock Options

Exercise price (yen)

     15,000    22,366    327,022

Average stock price upon exercise (yen)

   (Note 1 )   117,000    135,486    —  

Fair value at grant date (yen)

   (Note 2 )   —      —      —  

 

Notes:

1. The exercise prices of the 2003 Stock Options and 2004 Stock Options reflect the impact of the 3 for 1 common stock splits executed on September 28, 2004 and July 20, 2005. The “average stock price upon exercise” is the average stock price of kabu.com Securities Co., Ltd. at the time of exercising the option.
2. The fair value at the grant date is not disclosed as stock options were granted prior to the enforcement of the Company Law.

 

C-93


Table of Contents
(3) Palace Capital Partners A Co., Ltd. (consolidated subsidiary)

 

(i) Nature of stock options

 

   

2007 Stock Options (1)

 

2007 Stock Options (2)

Title and number of grantees

 

Directors of Palace Capital Partners A Co., Ltd.

  2  

Director of Palace Capital Partners A Co., Ltd.

  1
 

 

Executive officer of
Palace Capital Partners A Co., Ltd.

  1  

 

Employees of
Palace Capital Partners A Co., Ltd.

  9
Number of stock options by type of stock (Note)  

Common stock

  1,450  

Common stock

  1,130

Grant date

  September 1, 2007   September 1, 2007

Condition for vesting

  Being a director, corporate auditor, executive officer or employee of Palace Capital Partners A Co., Ltd. or its subsidiary upon exercise unless retired due to reaching retirement age   Being a director, corporate auditor, executive officer or employee of Palace Capital Partners A Co., Ltd. or its subsidiary upon exercise unless retired due to reaching retirement age
Qualifying service period for vesting   The service period is not defined.   The service period is not defined.

Exercise period

  September 1, 2007 to August 31, 2012   September 2, 2009 to August 31, 2012

 

Note:

The number of stock options is converted to the number of shares of common stock of Palace Capital Partners A Co., Ltd.

 

(ii) Number and movement of stock options

The table below shows the stock options during the fiscal year ended March 31, 2008. The number of stock options is converted to the number of shares of common stock.

 

(a) Number of stock options (in shares)

 

     2007 Stock Options (1)    2007 Stock Options (2)

Non-vested (shares)

     

Outstanding as of March 31, 2007

   —      —  

Granted

   1,450    1,130

Forfeited

   —      —  

Vested

   1,450    —  

Outstanding

   —      1,130

Vested

     

Outstanding as of March 31, 2007

   —      —  

Vested

   1,450    —  

Exercised

   —      —  

Forfeited

   —      —  

Outstanding

   1,450    —  

 

C-94


Table of Contents
(b) Price information (per share)

 

     2007 Stock Options (1)    2007 Stock Options (2)

Exercise price (yen)

   1    99,972

Average stock price upon exercise (yen)

   —      —  

Fair value at grant date (yen)

   99,971    0

(iii) Method for calculating the fair value of stock options

The value of the 2007 Stock Options granted in the fiscal year ended March 2008 are estimated based on intrinsic values instead of fair values, because the stock underlying the 2007 Stock Options was unlisted as of the grant date of subscription rights to shares.

 

     2007 Stock Options

Valuation method for the stock of Palace Capital Partners A Co., Ltd., based on which intrinsic values will be calculated

   Comparison to similar companies

Aggregate amount of intrinsic values of stock options as of March 31, 2008 (in millions of yen)

   144

Aggregate amount of intrinsic value of exercised stock options as of the exercise date during the fiscal year ended March 31, 2008 (in millions of yen)

   —  

 

(iv) Method of estimating the number of stock options to be vested

In general, the estimate incorporates only the actual forfeited options, as a reasonable estimate of the future forfeitures is difficult.

(Segment Information)

Business segment information

For the six months ended September 30, 2007

 

    (in millions of yen)
    Banking   Trust
Banking
  Securities   Credit
Card
    Other   Total   Elimination     Consolidated

Ordinary income

               

(1) Ordinary income from external customers

  2,288,908   349,822   283,909   219,213     108,371   3,250,225   —       3,250,225

(2) Inter-segment ordinary income

  37,859   13,679   13,832   6,104     224,263   295,739   (295,739 )   —  
                                   

Total

  2,326,767   363,502   297,742   225,317     332,635   3,545,964   (295,739 )   3,250,225
                                   

Ordinary expenses

  1,926,353   254,997   261,654   279,009     143,186   2,865,201   (112,516 )   2,752,685

Ordinary profits (Ordinary losses)

  400,414   108,505   36,087   (53,692 )   189,448   680,763   (183,223 )   497,539

 

Notes:
1. Ordinary income and ordinary profit are presented instead of sales and operating profits as presented by non-financial companies.

 

2. Other includes the leasing and other businesses.

 

3. Ordinary profits in Other include 186,421 million yen of dividends received by MUFG from its domestic consolidated banking subsidiaries and domestic consolidated trust banking subsidiaries.

 

C-95


Table of Contents
4. Changes in the grouping method under the Accounting Standard for Impairment on Fixed Assets

 

   Upon the merger with DC Card Co., Ltd., Mitsubishi UFJ NICOS Co., Ltd., a consolidated subsidiary of MUFG, changed its grouping method for recognizing and measuring impairment losses on tangible fixed assets. Assets related to the credit card business, which were previously grouped as one unit, the credit business group, are grouped into business units that are responsible for the ongoing management and tracking of revenue and expenditure for management accounting purposes. This change was due to the rationalization of business systems and business restructuring following the merger.

This change resulted in a 542 million yen increase in Ordinary profits in “Credit Card”.

For the six months ended September 30, 2008

 

    (in millions of yen)
    Banking   Trust
Banking
  Securities   Credit
Card
  Other   Total   Elimination     Consolidated

Ordinary income

               

(1) Ordinary income from external customers

  2,085,617   311,761   301,542   184,061   42,130   2,925,113   —       2,925,113

(2) Inter-segment ordinary income

  40,675   12,647   12,062   4,519   268,669   338,574   (338,574 )   —  
                                 

Total

  2,126,292   324,408   313,605   188,581   310,800   3,263,688   (338,574 )   2,925,113
                                 

Ordinary expenses

  1,992,669   266,794   309,142   184,116   79,629   2,832,352   (95,356 )   2,736,996

Ordinary profits

  133,623   57,614   4,462   4,465   231,170   431 ,335   (243,217 )   188,117

 

Notes:

1. Ordinary income and ordinary profit are presented instead of sales and operating profits as presented by non-financial companies.

 

2. Other includes the leasing and other businesses.

 

3. Ordinary profits in Other include 231,777 million yen of dividends received by MUFG from its domestic consolidated banking subsidiaries and domestic consolidated trust banking subsidiaries.

 

4. Practical Solution on Unification of Accounting Policies Applied to Foreign Subsidiaries for Consolidated Financial Statements

MUFG has adopted PITF No.18 from the six months ended September 30, 2008, which is effective from fiscal years beginning on or after April 1, 2008.

This change resulted in a decrease in ordinary income by 2,493 million yen in “Other”, and decreases in ordinary expenses by 7,218 million yen in “Banking” and 2,493 million yen in “Other”, respectively, and an increase in ordinary profits by 7,218 million yen in “Banking”, as compared to the previous method. This change has no material impact on other segments.

 

5. Accounting for Lease Transactions

Previously, finance leases other than those that are deemed to transfer the ownership of the leased assets to the lessees were accounted for similar to operating leases. However, MUFG has applied ASBJ Statement No. 13 and the ASBJ Implementation Guidance No.16, which became effective from fiscal years beginning on or after April 1, 2008.

(As lessees)

This change has no material impact on each segment.

(As lessor)

 

C-96


Table of Contents

This change resulted in decreases in ordinary income by 671 million yen in “Banking” and 57,421 million yen in “Other”, respectively, decreases in ordinary expenses by 778 million yen in “Banking” and 57,526 million yen in “Other”, respectively, and increases in ordinary profits by 106 million yen in “Banking” and 105 million yen in “Other”, respectively, as compared to the previous method.

 

6. Depreciation

Beginning the fiscal year ended March 31, 2008, depreciation for tangible fixed assets acquired on or after April 1, 2007, other than buildings (excluding fixtures) of the domestic consolidated banking subsidiaries, is computed using the depreciation methods as defined in the Corporate Tax Law amended by the FY 2007 Tax Reform.

With the FY 2007 Tax Reform, the domestic banking consolidated subsidiaries have re-examined the residual values of their buildings (excluding fixtures) based on historical data related to their disposition of buildings and other data, and determined that the residual values should be adjusted to a nominal amount from the fiscal year ended March 31, 2008. In addition, the new declining-balance method set forth in the amended Corporate Tax Law is used to depreciate buildings, regardless of the date of their acquisition, as this method was determined to be reasonable for depreciating buildings to a nominal value at the end of their useful lives.

Due to the time required to change the depreciation system and other constraints, domestic consolidated banking subsidiaries and certain other consolidated subsidiaries made these changes in the second half of the fiscal year ended March 31, 2008. Therefore, the previous depreciation method was used in the six months ended September 30, 2007 for these subsidiaries. Consequently, compared to if the method after the change had been used for the six months ended September 30, 2007, Ordinary expenses in “Banking” declined by 4,712 million yen and Ordinary profits in the segment increased by the same amount. This change did not have a material impact on “Other”.

For the fiscal year ended March 31, 2008

 

    (in millions of yen)
    Banking   Trust
Banking
  Securities   Credit
Card
    Other   Total   Elimination     Consolidated

Ordinary income

               

(1) Ordinary income from external customers

  4,509,433   676,037   539,586   457,533     211,359   6,393,951   —       6,393,951

(2) Inter-segment ordinary income

  68,557   26,127   34,237   15,826     575,097   719,846   (719,846 )   —  
                                   

Total

  4,577,991   702,165   573,824   473,360     786,456   7,113,798   (719,846 )   6,393,951
                                   

Ordinary expenses

  3,796,167   513,553   555,695   487,111     285,831   5,638,358   (273,420 )   5,364,938

Ordinary profits (Ordinary losses)

  781,824   188,611   18,128   (13,750 )   500,625   1,475,440   (446,426 )   1,029,013

 

Notes:

1. Ordinary income and ordinary profit are presented instead of sales and operating profits as presented by non-financial companies.

 

2. Other includes the leasing and other businesses.

 

3. Ordinary profits in Other include 502,470 million yen of dividends received by MUFG from its domestic consolidated banking subsidiaries and domestic consolidated trust banking subsidiaries.

 

4. Changes in depreciation

Depreciation for tangible fixed assets acquired on or after April 1, 2007, other than buildings (excluding fixtures) of the domestic consolidated banking subsidiaries, is computed using the depreciation methods as

 

C-97


Table of Contents

defined in the Corporate Tax Law amended by the FY 2007 Tax Reform. With the FY 2007 Tax Reform, the domestic banking consolidated subsidiaries have re-examined the residual values of their buildings (excluding fixtures) based on historical data related to their disposition of buildings and other data, and determined that the residual values should be adjusted to a nominal amount from the fiscal year ended March 31, 2008. In addition, the new declining-balance method set forth in the amended Corporate Tax Law is used to depreciate buildings, regardless of the date of their acquisition, as this method was determined to be reasonable for depreciating buildings to a nominal value at the end of their useful lives.

These changes resulted in increases in Ordinary expenses by 10,309 million yen in “Banking”, 309 million yen in “Trust Banking” and 479 million yen in “Securities” and decreases in Ordinary profits by the same amount in each of these segments. These changes do not have a material impact on “Credit Card” and “Other”.

Due to the time required to change the depreciation system and other constraints, domestic consolidated banking subsidiaries and certain other consolidated subsidiaries made these changes in the second half of the fiscal year ended March 31, 2008. Therefore, the previous depreciation method was used in the six months ended September 30, 2007 for these subsidiaries, resulting in inconsistencies between the treatment applied in the fiscal year ended March 31, 2008.

Consequently, compared to if the method after the change had been used for the six months ended September 30, 2007, Ordinary expenses in “Banking” declined by 4,712 million yen and Ordinary profits in the segment increase by the same amount. This change did not have a material impact on “Other”.

(Additional information)

Beginning the fiscal year ended March 31, 2008, the residual values of tangible fixed assets acquired on or before March 31, 2007, other than buildings (excluding fixtures) of the domestic consolidated banking subsidiaries, are depreciated over 5 years using the straight-line method starting from the fiscal year immediately following the fiscal year in which the depreciation reached the maximum for income tax purposes. This change resulted in increases in Ordinary expenses by 1,932 million yen in “Banking”, 527 million yen in “Trust Banking”, 36 million yen in “Securities” and 79 million yen in “Credit Card”, and decreases in Ordinary profits by the same amount in each segment.

 

5. Changes in the grouping method under the Accounting Standard for Impairment on Fixed Assets

Upon the merger with DC Card Co., Ltd., Mitsubishi UFJ NICOS Co., Ltd., a consolidated subsidiary of MUFG, changed its grouping method for recognizing and measuring impairment losses on tangible fixed assets. Assets related to the credit card business, which were previously grouped as one unit, the credit business group, are grouped into business units that are responsible for the ongoing management and tracking of revenue and expenditure for management accounting purposes. This change was due to the rationalization of business systems and business restructuring following the merger. This change resulted in a 1,085 million yen decrease in Ordinary expenses in “Credit Card” and an increase in Ordinary profits in the segment by the same amount.

 

C-98


Table of Contents

Geographic segment information

For the six months ended September 30, 2007

 

    (in millions of yen)
    Japan   North
America
  Latin
America
  Europe/
Middle

East
  Asia/
Oceania
  Total   Elimination     Consolidated

Ordinary income

               

(1) Ordinary income from external customers

  2,334,076   444,688   3,724   295,169   172,566   3,250,225   —       3,250,225

(2) Inter-segment ordinary income

  79,697   35,544   87,171   50,181   39,989   292,584   (292,584 )   —  
                                 

Total

  2,413,773   480,232   90,896   345,351   212,555   3,542,809   (292,584 )   3,250,225
                                 

Ordinary expenses

  2,041,702   416,140   67,037   328,512   182,904   3,036,296   (283,611 )   2,752,685

Ordinary profits

  372,071   64,092   23,859   16,838   29,651   506,513   (8,973 )   497,539

 

Notes:

1. The geographic segments for MUFG and consolidated subsidiaries have been segmented by country and region in consideration of geographic proximity, similarity in economic activities, correlation of business activities and other factors. Ordinary income and ordinary profits are presented instead of sales and operating profits as presented by non-financial companies.

 

2. North America includes the United States of America and Canada. Latin America includes the Caribbean countries, Brazil and other countries. Europe/Middle East includes the United Kingdom, Germany, Netherlands and other countries. Asia/Oceania includes Hong Kong, Singapore, China and other countries.
3. Changes in the grouping method under the Accounting Standard for Impairment on Fixed Assets

 

   Upon the merger with DC Card Co., Ltd., Mitsubishi UFJ NICOS Co., Ltd., a consolidated subsidiary of MUFG, changed its grouping method for recognizing and measuring impairment losses on tangible fixed assets. Assets related to the credit card business, which were previously grouped as one unit, the credit business group, are grouped into business units that are responsible for the ongoing management and tracking of revenue, and expenditure for management accounting purposes. This change was due to the rationalization of business systems and business restructuring following the merger.

 

   This change resulted in a 542 million yen increase in Ordinary profits for Japan.

For the six months ended September 30, 2008

 

    (in millions of yen)
    Japan   North
America
  Latin
America
  Europe/
Middle

East
  Asia/
Oceania
  Total   Elimination     Consolidated

Ordinary income:

               

(1) Ordinary income from external customers

  2,059,157   360,559   6,396   317,259   181,741   2,925,113   —       2,925,113

(2) Inter-segment ordinary income

  74,476   20,669   68,132   58,431   25,145   246,854   (246,854 )   —  
                                 

Total

  2,133,633   381,228   74,528   375,690   206,886   3,171,968   (246,854 )   2,925,113
                                 

Ordinary expenses

  2,071,979   357,392   47,085   358,198   151,741   2,986,397   (249,401 )   2,736,996

Ordinary profits

  61,654   23,835   27,443   17,491   55,145   185,571   2,546     188,117

 

Notes:

1. The geographic segments for MUFG and consolidated subsidiaries have been segmented by country and region in consideration of geographic proximity, similarity in economic activities, correlation of business activities and other factors. Ordinary income and ordinary profits are presented instead of sales and operating profits as presented by non-financial companies.

 

C-99


Table of Contents
2. North America includes the United States of America and Canada. Latin America includes the Caribbean countries, Brazil and other countries. Europe/Middle East includes the United Kingdom, Germany, Netherlands and other countries. Asia/Oceania includes Hong Kong, Singapore, China and other countries.

 

3. Practical Solution on Unification of Accounting Policies Applied to Foreign Subsidiaries for Consolidated Financial Statements

 

   MUFG has adopted PITF No. 18 from the six months ended September 30, 2008, which is effective from fiscal years beginning on or after April 1, 2008.

 

   This change resulted in a decrease in ordinary income by 2,494 million yen in “Europe/Middle East,” increase in ordinary expenses by 1,003 million yen in “North America”, and decreases in ordinary expenses by 2,176 million yen in “Europe/Middle East” and 8,539 million yen in “Asia/Oceania”, respectively, decreases in ordinary profits by 1,003 million yen in “North America” and 318 million yen in “Europe/Middle East”, respectively, and an increase in ordinary profits by 8,539 million yen in “Asia/Oceania”, as compared to the previous method.

 

4. Accounting for Lease Transactions

 

   Previously, finance leases other than those that are deemed to transfer the ownership of the leased assets to the lessees were accounted for similar to operating leases. However, from the six months ended September 30, 2008, MUFG has applied ASBJ Statement No. 13 and the ASBJ Implementation Guidance No. 16, which became effective from fiscal years beginning on or after April 1, 2008.

 

   (As lessees)

 

   This change has no material impact on each segment.

 

   (As lessor)

 

   This change resulted in a decrease in ordinary income by 58,083 million yen, a decrease in ordinary expenses by 58,295 million yen and an increase in ordinary profits by 212 million yen in “Japan” as compared to the previous method.

 

5. Depreciation

 

   Beginning the fiscal year ended March 31, 2008, depreciation for tangible fixed assets acquired on or after April 1, 2007, other than buildings (excluding fixtures) of the domestic consolidated banking subsidiaries, is computed using the depreciation methods as defined in the Corporate Tax Law amended by the FY 2007 Tax Reform.

 

   With the FY 2007 Tax Reform, the domestic banking consolidated subsidiaries have re-examined the residual values of their buildings (excluding fixtures) based on historical data related to their disposition of buildings and other data, and determined that the residual values should be adjusted to a nominal amount from the fiscal year ended March 31, 2008. In addition, the new declining-balance method set forth in the amended Corporate Tax Law is used to depreciate buildings, regardless of the date of their acquisition, as this method was determined to be reasonable for depreciating buildings to a nominal value at the end of their useful lives.

 

   Due to the time required to change the depreciation system and other constraints, domestic consolidated banking subsidiaries and certain other consolidated subsidiaries made these changes in the second half of the fiscal year ended March 31, 2008. Therefore, the previous depreciation method was used in the six months ended September 30, 2007 for these subsidiaries. Consequently, compared to if the method after the change had been used for the six months ended September 30, 2007, Ordinary expenses in “Japan” and “Europe/Middle East” declined by 4,680 million yen and 30 million yen lower, respectively, and Ordinary profits in these segments increased by the same amount. This change did not have a material impact on “North America” and “Asia/Oceania”.

 

C-100


Table of Contents

For the fiscal year ended March 31, 2008

 

    (in millions of yen)
    Japan   North
America
  Latin
America
  Europe/
Middle

East
  Asia/
Oceania
  Total   Elimination     Consolidated

Ordinary income:

               

(1) Ordinary income from external customers

  4,587,855   837,473   10,672   619,655   338,294   6,393,951   —       6,393,951

(2) Inter-segment ordinary income

  175,745   65,887   156,986   109,735   65,608   573,964   (573,964 )   —  
                                 

Total

  4,763,600   903,361   167,659   729,391   403,902   6,967,916   (573,964 )   6,393,951
                                 

Ordinary expenses

  4,044,118   769,566   114,636   705,189   337,461   5,970,972   (606,033 )   5,364,938

Ordinary profits

  719,482   133,795   53,022   24,201   66,441   996,943   32,069     1,029,013

 

Notes:

1. The geographic segments for MUFG and consolidated subsidiaries have been segmented by country and region in consideration of geographic proximity, similarity in economic activities, correlation of business activities and other factors. Ordinary income and ordinary profits are presented instead of sales and operating profits as presented by non-financial companies.

 

2. North America includes the United States of America and Canada. Latin America includes the Caribbean countries, Brazil and other countries. Europe/Middle East includes the United Kingdom, Germany, Netherlands and other countries. Asia/Oceania includes Hong Kong, Singapore, China and other countries.

 

3. Changes in depreciation

 

   Depreciation for tangible fixed assets acquired on or after April 1, 2007, other than buildings (excluding fixtures) of the domestic consolidated banking subsidiaries, is computed using the depreciation methods as defined in the Corporate Tax Law amended by the FY 2007 Tax Reform. With the FY 2007 Tax Reform, the domestic banking consolidated subsidiaries have re-examined the residual values of their buildings (excluding fixtures) based on historical data related to their disposition of buildings and other data, and determined that the residual values should be adjusted to a nominal amount from the fiscal year ended March 31, 2008. In addition, the new declining-balance method set forth in the amended Corporate Tax Law is used to depreciate buildings, regardless of the date of their acquisition, as this method was determined to be reasonable for depreciating buildings to a nominal value at the end of their useful lives. These changes resulted in increases in ordinary expenses by 11,031 million yen for “Japan” and 87 million yen for “Europe/Middle East” and decreases in ordinary profits by the same amount for each segment. These changes do not have a material impact on “North America”, “Latin America” and “Asia/Oceania”.

 

   Due to the time required to change the depreciation system and other constraints, domestic consolidated banking subsidiaries and certain other consolidated subsidiaries made these changes in the second half of the fiscal year ended March 31, 2008. Therefore, the previous depreciation method was used in the six months ended September 30, 2007 for these subsidiaries, resulting in inconsistencies between the treatment applied in the fiscal year ended March 31, 2008. Consequently, compared to if the method after the change had been used for the six months ended September 30, 2007, Ordinary expenses in “Japan” and “Europe/Middle East” declined by 4,680 million yen and 30 million yen, respectively, while Ordinary profits in these geographic segments increased by the same respective amounts. This change did not have a material impact on “North America” and “Asia/Oceania”.

 

   (Additional information)

 

  

Beginning the fiscal year ended March 31, 2008, the residual values of tangible fixed assets acquired on or before March 31, 2007, other than buildings (excluding fixtures) of the domestic consolidated banking subsidiaries, are depreciated over 5 years using the straight-line method starting from the fiscal year immediately following the fiscal year in which the depreciation reached the maximum for income tax

 

C-101


Table of Contents
 

purposes. This change resulted in increases in ordinary expenses by 2,539 million yen and 22 million yen for “Japan” and “North America”, respectively, and decreases in ordinary profits by the same amount for each segment. This change did not have a material impact on “Europe/Middle East” and “Asia/Oceania”.

 

4. Changes in the grouping method under the Accounting Standard for Impairment on Fixed Assets

 

   Upon the merger with DC Card Co., Ltd., Mitsubishi UFJ NICOS Co., Ltd., a consolidated subsidiary of MUFG, changed its grouping method for recognizing and measuring impairment losses on tangible fixed assets. Assets related to the credit card business, which were previously grouped as one unit, the credit business group, are grouped into business units that are responsible for the ongoing management and tracking of revenue, and expenditure for management accounting purposes. This change was due to the rationalization of business systems and business restructuring following the merger. This change resulted in a 1,085 million yen decrease in Ordinary expenses and an increase in Ordinary profits by the same amount for “Japan”.

Ordinary income from overseas operations

For the six months ended September 30, 2007

 

         (in millions of yen)  
         Amount  
I.  

Ordinary income from overseas operations

   916,149  
II.  

Consolidated ordinary income

   3,250,225  
III.  

Ratio of ordinary income from overseas operations over consolidated ordinary income

   28.1 %

 

Notes:

1. Ordinary income from overseas operations is presented instead of overseas sales as presented by non-financial companies.
2. Ordinary income from overseas operations consists of ordinary income from transactions by the overseas branches of the domestic consolidated banking and trust banking subsidiaries, and the overseas consolidated subsidiaries (excluding intercompany ordinary income). Geographic segment information is not disclosed as a number of transactions are not categorized by counterparty.

For the six months ended September 30, 2008

 

         (in millions of yen)  
         Amount  
I.  

Ordinary income from overseas operations

   865,956  
II.  

Consolidated ordinary income

   2,925,113  
III.  

Ratio of ordinary income from overseas operations over consolidated ordinary income

   29.6 %

 

Notes:

1. Ordinary income from overseas operations is presented instead of overseas sales as presented by non-financial companies.
2. Ordinary income from overseas operations consists of ordinary income from transactions by the overseas branches of the domestic consolidated banking and trust banking subsidiaries, and the overseas consolidated subsidiaries (excluding intercompany ordinary income). Geographic segment information is not disclosed as a number of transactions are not categorized by counterparty.

 

C-102


Table of Contents

For the fiscal year ended March 31, 2008

 

         (in millions of yen)  
         Amount  
I.  

Ordinary income from overseas operations

   1,806,096  
II.  

Consolidated ordinary income

   6,393,951  
III.  

Ratio of ordinary income from overseas operations over consolidated ordinary income

   28.2 %

 

Notes:

1. Ordinary income from overseas operations is presented instead of overseas sales as presented by non-financial companies.
2. Ordinary income from overseas operations consists of ordinary income from transactions by the overseas branches of the domestic consolidated banking and trust banking subsidiaries, and the overseas consolidated subsidiaries (excluding intercompany ordinary income). Geographic segment information is not disclosed as a number of transactions are not categorized by counterparty.

(Special Purpose Companies Subject to Disclosure)

 

I. For the six months ended September 30, 2007

 

1. Overview of special purpose companies and transactions involving the special purpose companies

 

     To diversify its sources of funding and ensure steady fund raising, Mitsubishi UFJ NICOS Co., Ltd. (“MUN”) a consolidated subsidiary of MUFG, securitizes credit card receivables, installment sales receivables and loans. Special purpose companies (mainly companies established in the Cayman Islands) are used for this securitization. Upon securitization, MUN establishes a trust for the credit card receivables, installment sales receivables and loans, and issues beneficiary interests with senior, subordinate and other tranches. Only the senior beneficiary interests are transferred to the special purpose companies. The special purpose companies issue bonds or make a borrowing backed by the transferred senior beneficiary interests. MUN receives cash raised as proceeds from the transfer of the senior beneficiary interests.

 

     MUN also provides a debt collection service to the special purpose companies and retains the subordinated beneficiary interests and a portion of the sales proceeds of the senior beneficiary interests. An adequate allowance for credit losses is established for the subordinated portion in the trust assets for which recovery is less than expected.

 

     As a result of the securitization, there are seven special purpose companies that have outstanding transaction balances with MUN as of September 30, 2007. The total assets (gross total) and the total liabilities (gross total) of these special purpose companies at their most recent balance sheet dates amount to 145,328 million yen, and 145,037 million yen, respectively. Neither MUFG nor any of its subsidiaries own stock with voting rights of these special purpose companies, nor have any directors or employees of MUFG or any of its subsidiaries been seconded to the special purpose companies.

 

C-103


Table of Contents
2. Transaction amounts with special purpose companies and other information for the six months ended September 30, 2007

 

     (in millions of yen)
     Amount of major transactions
or balance

as of September 30, 2007
  

Principal gains or losses

     

(Item)

   (Amount)

Transferred senior beneficiary interests relating to:

        

Credit card receivables

   —      Gains on sales    —  

Installment sales receivables

   —      Gains on sales    —  

Loans

   —      Gains on sales    —  

Residual balance of proceeds from sales (accounts receivable)

   228    Gains on distribution    6

Transaction volume of debt collection service (Note 2)

   2,277    Gains on debt collection service    2,277

 

Notes:

1. As of September 30, 2007, the balance of subordinated beneficiary interests not transferred to the special purpose companies amounts to 185,459 million yen. Gains on distribution from these subordinate beneficiary interests (24,243 million yen) are recorded as “Interest income”.
2. Gains on the debt collection service are recorded as “Fees and commissions”.
3. The amounts of transactions with the special purpose companies and other information are included in “1. Overview of special purpose companies and transactions involving the special purpose companies”.

 

II. For the fiscal year ended March 31, 2008

 

1. Overview of special purpose companies and transactions involving the special purpose companies

 

     To diversify its sources of funding and ensure steady fund raising, Mitsubishi UFJ NICOS Co., Ltd. (“MUN”) a consolidated subsidiary of MUFG, securitizes credit card receivables, installment sales receivables and loans. Special purpose companies (mainly companies established in the Cayman Islands) are used for this securitization. Upon securitization, MUN establishes a trust for the credit card receivables, installment sales receivables and loans, and issues beneficiary interests with senior, subordinate and other tranches. Only the senior beneficiary interests are transferred to the special purpose companies. The special purpose companies issue bonds or make a borrowing backed by the transferred senior beneficiary interests. MUN receives cash raised as proceeds from the transfer of the senior beneficiary interests.

 

     MUN also provides a debt collection service to the special purpose companies and retains the subordinated beneficiary interests and a portion of the sales proceeds of the senior beneficiary interests. An adequate allowance for credit losses is established for the subordinated portion in trust assets for which recovery is less than expected.

 

     As a result of the securitization, there are three special purpose companies that have outstanding transaction balances with MUN as of March 31, 2008. The total assets (gross total) and the total liabilities (gross total) of these special purpose companies at their most recent balance sheet dates amount to 76,054 million yen, and 75,940 million yen, respectively. Neither MUFG nor any of its subsidiaries own stock with voting rights of these special purpose companies, nor have any directors or employees of MUFG or any of its subsidiaries been seconded to the special purpose companies.

 

C-104


Table of Contents
2. Transaction amounts with special purpose companies and other information for the fiscal year ended March 31, 2008

 

     (in millions of yen)
     Amount of major transactions
or balance
as of March 31, 2008
   Principal gains or losses
      (Item)    (Amount)

Transferred senior beneficiary interests relating to:

        

Credit card receivables

   —      Gains on sales    —  

Installment sales receivables

   —      Gains on sales    —  

Loans

   —      Gains on sales    —  

Residual balance of proceeds from sales (accounts receivable)

   38    Gains on distribution    79

Transaction volume of debt collection service (Note 2)

   3,571    Gains on debt collection service    3,571

 

Notes:

1. As of March 31, 2008, the balance of subordinated beneficiary interests not transferred to the special purpose companies amounts to 93,820 million yen. Gains on distribution from these subordinate beneficiary interests (38,806 million yen) are recorded as “Interest income”.
2. Gains on the debt collection service are recorded as “Fees and commissions”.
3. In addition to the amounts of transactions with the three special purpose companies and other information included in “1. Overview of special purpose companies and transactions involving the special purpose companies,” gains and losses disclosed in the table above include transactions with four other special purpose companies of a similar nature in the fiscal year ended March 31, 2008.

(Business Combinations)

For the six months ended September 30, 2007

(Transactions involving entities under common control)

UFJ NICOS Co., Ltd, a consolidated subsidiary of MUFG, at the Board of Directors meeting held on December 20, 2006, resolved to sign a merger agreement with DC Card Co., Ltd., also a consolidated subsidiary of MUFG. The merger came into effect on April 1, 2007. This merger is a transaction involving entities under common control as outlined below:

 

1. Name of combining companies, nature of business, date of business combination, legal form of business combination, the name of the company after the business combination, and the overview and purpose of the transaction

 

(1) Name of combining companies and the nature of their businesses

 

(i) Combining company

Company name: UFJ NICOS Co., Ltd.

Nature of business: Credit card business

 

(ii) Acquired company

Company name: DC Card Co., Ltd.

Nature of business: Credit card business

 

C-105


Table of Contents
(2) Date of business combination

April 1, 2007

 

(3) Legal form of business combination

Merger with UFJ NICOS Co., Ltd. as the surviving entity and DC Card Co., Ltd. as the disappearing entity.

 

(4) Name of company after combination

Mitsubishi UFJ NICOS Co., Ltd.

 

(5) Overview and the purpose of the transaction

UFJ NICOS Co., Ltd., one of the core credit card companies of the MUFG Group, has merged with DC Card Co., Ltd., the other main credit card company of the MUFG Group, to further increase the enterprise value. Through this merger, the newly formed credit card company will aim to offer leading edge solutions while developing an industry leading business infrastructure and earning capacity.

 

2. Overview of the accounting treatment

This transaction was accounted for in accordance with the “Accounting Standard for Business Combinations” (issued on October 31, 2003 by Business Accounting Council) and Implementation Guidance No. 10 “Implementation Guidance on Accounting Standard for Business Combinations and Accounting Standard for Business Divestitures” (issued on December 27, 2005 by ASBJ), resulting in goodwill and gains on changes in equity.

 

(1)   Amount of goodwill    3,244 million yen
(2)   Reason for recognizing goodwill    Recognized based on the difference between the book value equivalent to the increased share of MUFG and the acquisition cost
(3)   Amortization method and period    Straight-line method over 20 years
(4)   Gain on changes in equity    6,985 million yen

(Business combinations for which the purchase method is applied)

The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”), MUFG’s consolidated banking subsidiary, resolved, at the Board of Directors meeting held on March 5, 2007, to conduct a tender offer for kabu.com Securities Co., Ltd. (“kabu.com Securities”), an equity method affiliate of MUFG. Subsequently, 94,000 shares of kabu.com Securities were acquired from March 20, 2007 to April 18, 2007. As a result, the total percentage of voting rights for common stock of kabu.com Securities held by MUFG and its subsidiary reached 40.36%.

On June 24, 2007, the general meeting of shareholders of kabu.com Securities resolved to appoint as its directors individuals who (1) serve or served as officers or employees responsible for business execution for MUFG or its subsidiary and (2) are able to exercise influence over the decision on financial, operational and business policies of kabu.com Securities. As a result, such individuals represented the majority of directors of kabu.com Securities, and accordingly, kabu.com Securities became a consolidated subsidiary of MUFG.

 

C-106


Table of Contents
1. Name of acquiree, nature of business, size of business, principal reason for business combination, date of business combination, legal form of business combination and ratio of voting rights acquired

 

(1)    Name of acquiree    kabu.com Securities Co., Ltd.      
(2)    Nature of business    Securities business      
(3)    Size of business    Capital:    7,195 million yen    Actual as of March 31, 2007
      Total assets:    363,771 million yen    Actual as of March 31, 2007
      Number of employees:    81    As of March 31, 2007
(4)    Principal reasons for business combination    kabu.com Securities Co., Ltd. is positioned as a core company within the MUFG Group for providing comprehensive financial services. The purpose of the combination is to further increase synergies in the retail financial services area through the provision of high added value internet-based operations.
(5)    Date of business combination    June 24, 2007      
(6)    Legal form of business combination    Purchase of stock      
(7)    Ratio of voting rights acquired    9.50%      

 

2. Period of the acquiree’s financial results included in the consolidated financial statements:

April 1, 2007 to September 30, 2007

 

3. Acquisition costs and its breakdown:

 

     (in millions of yen)

Acquisition costs

   22,653

(Breakdown)

  

Purchase cost of stock

   22,560

Other direct costs

   93
    

Total

   22,653
    

 

4. Amount of goodwill, reason for recognizing goodwill, amortization method and period

 

(1)    Amount of goodwill    14,681 million yen
(2)    Reason for recognizing goodwill    Recognized based on the difference between the book value equivalent to the increased share of MUFG and the acquisition cost.
(3)    Amortization method and period    Straight-line method over 20 years

 

5. Amounts and main breakdown of assets received and liabilities assumed on the date of business combination

 

                 (in millions of yen)
(1)    Assets      Total assets:    388,728
        Margin transaction assets:    177,455
        Cash segregated as deposits    108,746
(2)    Liabilities      Total liabilities:    326,203
        Guarantee deposits received    122,695
        Margin transaction liabilities    120,394

 

C-107


Table of Contents

(Transactions involving entities under common control)

On September 30, 2007, MUFG and Mitsubishi UFJ Securities Co., Ltd. (“MUS”), a consolidated subsidiary of MUFG, executed a share exchange under which MUS became a wholly owned subsidiary of MUFG. The share exchange was a transaction between entities under common control. An overview of the transaction is as follows:

 

1. Name of combining companies, nature of business, legal form of business combination, name of the company after the business combination and the overview, and purpose of the transaction

 

(1)    Name and nature of business of the combining company   
   Company name:    Mitsubishi UFJ Securities Co., Ltd.
   Nature of business:    Securities business
(2)    Method of business combination    Share exchange
(3)    Name of company after business combination    Mitsubishi UFJ Securities Co., Ltd.
(4)    Overview and purpose of the transaction   
   The MUFG Group has been actively pursuing its integrated group strategy of extending beyond its existing business framework to deliver timely, high added value financial products and services, with each group company cooperating to achieve this. To stimulate the evolving trend from savings to investment, seize the opportunity presented by the deregulation of the Japanese financial markets, effectively and promptly meet the drastic changes in the Japanese financial environment, further enhance cooperation among group companies while complying strictly with all laws and regulations, and conduct its business as a unified group, the share exchange was executed to make MUFG the wholly owning parent company, and MUS a wholly owned subsidiary.

 

2. Overview of the accounting treatment

This transaction was accounted for in accordance with the “Accounting Standard for Business Combinations” (issued on October 31, 2003 by the Business Accounting Council) and Implementation Guidance No. 10 “Implementation Guidance on Accounting Standard for Business Combinations and Accounting for Business Divestitures” (issued on December 27, 2005 by ASBJ), resulting in goodwill.

 

3. Additional acquisition of stocks of subsidiaries

 

(1) Acquisition costs and its breakdown

 

     (in millions of yen)

Acquisition costs

   375,719

(Breakdown)

  

Treasury stock

   375,526

Other direct costs

   192
    

Total

   375,719
    

 

(2) Share exchange ratio by the type of stock, method of calculating the exchange ratio, the number and valuation of shares exchanged

 

  (i) Share exchange ratio by the type of stock

Common stock – 1 share of MUFG: 1.02 shares of MUS

 

C-108


Table of Contents
  (ii) Method of calculating the exchange ratio

To calculate the share exchange ratio for this share exchange, MUFG and MUS selected their respective independent calculation agents. MUFG and MUS carefully assessed the results of analyses and the opinions of professionals provided by each independent calculation agent. They then negotiated and discussed the share exchange ratio based on the analyses and opinions. As a result, MUFG and MUS reached an agreement on and determined the ratio as indicated above. These independent calculation agents performed various analyses, including the analysis of historical stock prices, the analysis of precedent transactions, and discounted cash flow analyses. The results were then comprehensively assessed in order to submit their analyses and opinions on the share exchange ratio.

 

  (iii) Number and valuation of shares exchanged

 

Number of shares exchanged:

   277,857,563 shares

Value:

   375,719 million yen

 

(3) Amount of goodwill, reason for recognizing goodwill, amortization method and period

 

(i)    Amount of goodwill    96,335 million yen
(ii)    Reason for recognizing goodwill    Recognized based on the difference between the book value equivalent of the amount of increased share of MUFG holding, and the acquisition cost
(iii)    Amortization method and period    Straight-line method over 20 years

 

   For the six months ended September 30, 2008 (April 1, 2008 to September 30, 2008)

 

   Transactions involving entities under common control

(Transaction between MUFG and Mitsubishi UFJ NICOS Co., Ltd.)

On August 1, 2008, MUFG and Mitsubishi UFJ NICOS Co., Ltd. (“Mitsubishi UFJ NICOS”), a consolidated subsidiary of MUFG, executed a share exchange under which Mitsubishi UFJ NICOS became a wholly owned subsidiary of MUFG. The share exchange was a transaction between entities under common control. An overview of the transaction is as follows:

 

(1) Name of combining companies, nature of business, legal form of business combination, name of the company after the business combination and the overview, and purpose of the transaction

 

(i)    Name and nature of business of the combining company   
   Company name:    Mitsubishi UFJ NICOS Co., Ltd.
   Nature of business:    Credit card business
(ii)    Method of business combination    Share exchange
(iii)    Name of company after business combination    Mitsubishi UFJ NICOS Co., Ltd.
(iv)    Overview and purpose of the transaction   
   To take the initiative in responding to changes in the external environments that include the revision of Money Lending Business Law and Installment Sales Laws, and to drastically address the further expansion and development of the credit card market, MUFG and MUN resolved on September 20, 2007 for MUFG to underwrite the entire 120 billion yen third-party allotment of new shares of MUN, and for MUN to become a wholly owned subsidiary of MUFG by an exchange of shares for the following purposes: (1) to strengthen the financial foundation of MUN; (2) to further enhance the strategic integrity and flexibility of

 

C-109


Table of Contents
  

the MUFG Group, including MUN, and to strive for effective utilization of managerial resources within the MUFG Group; (3) to clearly position Mitsubishi UFJ NICOS as a core business entity of the MUFG Group on par with banks, trusts, and securities firms, and (4) to further strengthen and nurture the card business operated by MUN as a strategic focus of MUFG’s consumer finance business.

 

Based on this resolution, MUFG and MUN signed the share exchange agreement.

 

(2) Overview of the accounting treatment

This transaction was accounted for in accordance with the “Accounting Standard for Business Combinations” (issued on October 31, 2003 by the Business Accounting Council) and Implementation Guidance No. 10 “Implementation Guidance on Accounting Standard for Business Combinations and Accounting for Business Divestitures” (issued on December 27, 2005 by ASBJ), resulting in goodwill.

 

(3) Additional acquisition of shares of subsidiaries

 

(i) Acquisition costs and its breakdown

 

     (in millions of yen)

Acquisition costs

   198,936

(Breakdown)

  

Treasury stock

   198,821

Other direct costs

   115
    

Total

   198,936
    

 

(ii) Share exchange ratio by the type of stock, method of calculating the exchange ratio, the number and valuation of shares exchanged

 

  (a) Share exchange ratio by the type of stock

Common stock 1 share of MUFG: 0.37 shares of Mitsubishi UFJ NICOS common stock

Common stock 1 share of MUFG: 1.39 shares of Mitsubishi UFJ NICOS First series stock

 

  (b) Method of calculating the exchange ratio

To ensure the fairness and appropriateness of the share exchange ratios, MUFG and MUN selected Nomura Securities Co., Ltd. and KPMG FAS Co., Ltd., respectively, as independent calculation agents, and requested each agent to perform the share exchange ratios calculation. Based on the results of the calculations, both companies held careful negotiations and discussions to determine the share exchange ratios.

 

  (c) Number and valuation of shares exchanged

 

Number of shares exchanged:

   197,989,554 shares

Value:

   286,391 million yen

 

C-110


Table of Contents
3. Amount of goodwill, reason for recognizing goodwill, amortization method and period

 

(a)

   Amount of goodwill and negative goodwill   
   Goodwill    98,360 million yen
   Negative goodwill    38,419 million yen

(b)

   Reason for recognizing goodwill    Recognized based on the difference between the book value equivalent of the amount of increased share of MUFG holding, and the acquisition cost

(c)

   Amortization method and period   
   Goodwill    Straight-line method over 20 years
   Negative goodwill    Straight-line method over 20 years

For the fiscal year ended March 31, 2008

 

1. Business combinations for which the purchase method is applied

The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”), MUFG’s consolidated banking subsidiary, resolved at the Board of Directors meeting held on March 5, 2007 to conduct a tender offer for kabu.com Securities Co., Ltd. (“kabu.com Securities”), an equity method affiliate of MUFG. Subsequently, 94,000 shares of kabu.com Securities were acquired from March 20, 2007 to April 18, 2007. As a result, the total percentage of voting rights for common stock of kabu.com Securities held by MUFG and its subsidiary reached 40.36%.

On June 24, 2007, the general meeting of shareholders of kabu.com Securities resolved to appoint as its directors individuals who (1) serve or served as officers or employees responsible for business execution for MUFG or its subsidiary and (2) are able to exercise influence over the decision on financial, operational and business policies of kabu.com Securities. As a result, such individuals represented the majority of directors of kabu.com Securities, and accordingly, kabu.com Securities became a consolidated subsidiary of MUFG.

 

(1) Name of acquiree, nature and size of business, principal reasons for business combination, date of business combination, legal form of business combination and ratio of voting rights acquired

 

(i)

  Name of acquiree   kabu.com Securities Co., Ltd.  

(ii)

  Nature of business   Securities business  

(iii)

  Size of business   Capital:   7,195 million yen   Actual as of March 31, 2007
    Total assets:   363,771 million yen   Actual as of March 31, 2007
    Number of employees:   81    As of March 31, 2007

(iv)

  Principal reasons for business combination   kabu.com Securities Co., Ltd. is positioned as a core company within the MUFG Group for providing comprehensive financial services. The purpose of the combination is to further increase synergies in the retail financial services area through the provision of high added value internet-based operations.

(v)

  Date of business combination   June 24, 2007    

(vi)

  Legal form of business combination   Purchase of stock    

(vii)

  Ratio of voting rights acquired   9.50%    

 

C-111


Table of Contents
(2) Period of the acquiree’s financial results included in the consolidated financial statements: April 1, 2007 to March 31, 2008

 

(3) Acquisition costs and its breakdown

 

     (in millions of yen)

Acquisition costs

   22,653

(Breakdown)

  

Purchase cost of stock

   22,560

Other direct costs

   93
    

Total

   22,653
    

 

(4) Amount of goodwill, reason for recognizing goodwill, amortization method and period

 

(i)

   Amount of goodwill    14,681 million yen

(ii)

   Reason for recognizing goodwill    Recognized based on the difference between the book value equivalent to the increased share of MUFG and the acquisition cost

(iii)

   Amortization method and period    Straight-line method over 20 years

 

(5) Amounts and main breakdown of assets received and liabilities assumed on the date of business combination

 

               (in millions of yen)

(i)

   Assets
   Total assets:    388,728
     

Margin transaction assets

   177,455
     

Cash segregated as deposits

   108,746

(ii)

   Liabilities    Total liabilities:    326,203
     

Guarantee deposits received

   122,695
     

Margin transaction liabilities

   120,394

 

2. Transactions involving entities under common control

(Transaction between UFJ NICOS Co., Ltd. and DC Card Co., Ltd.)

UFJ NICOS Co., Ltd, a consolidated subsidiary of MUFG, at the Board of Directors meeting held on December 20, 2006, resolved to sign a merger agreement with DC Card Co., Ltd., also the consolidated subsidiary of MUFG, which came into effect on April 1, 2007. This merger is a transaction involving entities under common control as outlined below:

 

(1) Name of combining companies, nature of business, date of business combination, legal form of business combination, the name of the company after the business combination, and the overview and purpose of the transaction

 

(i) Name of combining companies and the nature of their businesses

 

(a) Combining company

Company name: UFJ NICOS Co., Ltd.

Nature of business: Credit card business

 

C-112


Table of Contents
(b) Acquired company

Company name: DC Card Co., Ltd.

Nature of business: Credit card business

 

(ii) Date of business combination

April 1, 2007

 

(iii) Legal form of business combination

Merger with UFJ NICOS Co., Ltd. as the surviving entity and DC Card Co., Ltd. as the disappearing entity.

 

(iv) Name of company after combination

Mitsubishi UFJ NICOS Co., Ltd.

 

(v) Overview and the purpose of the transaction

UFJ NICOS Co., Ltd., one of the core credit card companies of the MUFG Group, has merged with DC Card Co., Ltd., the other main credit card company of the MUFG Group, to further increase the enterprise value. Through this merger, the newly formed credit card company will aim to offer leading edge solutions while developing an industry leading business infrastructure and earning capacity.

 

(2) Overview of the accounting treatment

This transaction was accounted for in accordance with the “Accounting Standard for Business Combinations” (issued on October 31, 2003 by Business Accounting Council) and Implementation Guidance No. 10 “Implementation Guidance on Accounting Standard for Business Combinations and Accounting Standard for Business Divestitures” (issued on December 27, 2005 by ASBJ), resulting in goodwill and gains on changes in equity.

 

(i)

  Amount of goodwill    3,244 million yen

(ii)

  Reason for recognizing goodwill    Recognized based on the difference between the book value equivalent to the increased share of MUFG and the acquisition cost

(iii)

  Amortization method and period    Straight-line method over 20 years

(iv)

  Gain on changes in equity    6,985 million yen

(Transaction between MUFG and Mitsubishi UFJ Securities Co., Ltd.)

On September 30, 2007, MUFG and Mitsubishi UFJ Securities Co., Ltd. (“MUS”), a consolidated subsidiary of MUFG, executed a share exchange under which MUS became a wholly owned subsidiary of MUFG. The share exchange was a transaction between entities under common control. An overview of the transaction is as follows:

 

(1) Name of combining companies, nature of business, legal form of business combination, name of the company after the business combination and the overview, and purpose of the transaction

 

(i)

  Name and nature of business of the combining company  
  Company name:   Mitsubishi UFJ Securities Co., Ltd.
  Nature of business:   Securities business

(ii)

  Method of business combination   Share exchange

(iii)

  Name of company after business combination   Mitsubishi UFJ Securities Co., Ltd.

(iv)

  Overview and purpose of the transaction  

 

C-113


Table of Contents
  The MUFG Group has been actively pursuing its integrated group strategy of extending beyond its existing business framework to deliver timely, high added value financial products and services, with each group company cooperating to achieve this. To stimulate the evolving trend from savings to investment, seize the opportunity presented by the deregulation of the Japanese financial markets, effectively and promptly meet the drastic changes in the Japanese financial environment, further enhance cooperation among group companies while complying strictly with all laws and regulations, and conduct its business as a unified group, the share exchange was executed to make MUFG the wholly owning parent company, and MUS a wholly owned subsidiary.

 

(2) Overview of the accounting treatment

This transaction was accounted for in accordance with the “Accounting Standard for Business Combinations” (issued on October 31, 2003 by the Business Accounting Council) and Implementation Guidance No. 10 “Implementation Guidance on Accounting Standard for Business Combinations and Accounting for Business Divestitures” (issued on December 27, 2005 by ASBJ), resulting in goodwill.

 

(3) Additional acquisition of shares of subsidiaries

 

(i) Acquisition costs and its breakdown

 

     (in millions of yen)

Acquisition costs

   375,719

(Breakdown)

  

Treasury stock

   375,526

Other direct costs

   192
    

Total

   375,719
    

 

(ii) Share exchange ratio by the type of stock, method of calculating the exchange ratio, the number and valuation of shares exchanged

 

(a)    Share exchange ratio by the type of stock

   Common stock – 1 share of MUFG: 1.02 shares of MUS

(b)    Method of calculating the exchange ratio

   To calculate the share exchange ratio for this share exchange, MUFG and MUS selected respective independent calculation agents. MUFG and MUS carefully assessed the results of analyses and the opinions of professionals as provided by each independent calculation agent. They then negotiated and discussed the share exchange ratio based on the analyses and opinions. As a result, MUFG and MUS reached an agreement on and determined the ratio as indicated above. These independent calculation agents performed various analyses, including the analysis of historical stock prices, the analysis of precedent transactions, and discounted cash flow analyses. The results were then comprehensively assessed in order to submit their analyses and opinions on the share exchange ratio.

(c)    Number and valuation of shares exchanged

  

         Number of shares exchanged:

   277,857,563 shares   

         Value:

   375,719 million yen   

 

C-114


Table of Contents
(iii) Amount of goodwill, reason for recognizing goodwill, amortization method and period

 

(a)    Amount of goodwill

   96,335 million yen

(b)    Reason for recognizing goodwill

   Recognized based on the difference between the book value equivalent of the amount of increased share of MUFG holding, and the acquisition price

(c)    Amortization method and period

   Straight-line method over 20 years

 

3. Business divestitures and other similar transactions

On November 29, 2007, the MUFG consolidated subsidiary Union Bank of California, N.A. (“UBOC”) entered into a sale agreement with Prudential Financial, Inc. to sell a portion of its pension fund trustee business. This sale was completed on December 31, 2007. An overview of the transaction is as follows:

 

(1) Name of transferee, the nature of transferred business, main reason for separating the business, date of separation, overview of the business separation including the legal form of separation

 

(i) Name of transferee

Prudential Retirement, a subsidiary of Prudential Financial, Inc.

 

(ii) Nature of transferred business

Provider of defined contribution pension plan and recordkeeping services

 

(iii) Main reason for separating the business

It was determined that the continuance of the pension fund trustee business requires considerable system investments going forward; however, the size of the pension fund trustee business at UBOC is not sufficient to continue this business.

 

(iv) Date of separation

December 31, 2007

 

(v) Overview of the business separation including the legal form of separation

A business transfer with UBOC being the transferor of the business, and Prudential Retirement being the transferee.

 

(2) Overview of accounting treatment

 

     (in millions of yen)

Gains on the sale of the business by the subsidiary

   10,810

(Breakdown)

  

Consideration received for the business transfer

   11,516

Intangible fixed assets

   706
    

Gains on the sale of the business by the subsidiary

   10,810
    

The amount of consideration received for the business transfer is net of 239 million yen of commission.

 

C-115


Table of Contents
(3) Estimated gains and losses arising from the business separation recorded in the consolidated statement of income

 

     (in millions of yen)

Ordinary income

   6,037

Ordinary expenses

   5,984
    

Ordinary profit

   52
    

(Per share information)

 

   

For the six months
ended

September 30, 2007

 

For the six months
ended
September 30, 2008

 

For the fiscal year

ended

March 31, 2008

Net assets per share

  812.53 yen   663.09 yen   727.98 yen

Net income per share

  24.76 yen   8.46 yen   61.00 yen

Diluted net income per share

  24.61 yen   8.41 yen   60.62 yen
 

MUFG executed a 1,000 for 1 stock split effective on September 30, 2007.

 

Per share information for the six months ended September 30, 2006 and the fiscal year ended March 31, 2007 on the assumption that the stock split had been effective as of April 1, 2006 are as follows:

   

MUFG executed a 1,000 for 1 stock split effective on September 30, 2007.

 

Per share information for the fiscal year ended March 31, 2007 on the assumption that the stock split had been effective as of April 1, 2006 are as follows:

   

For the six months

ended

September 30, 2006

 

For the fiscal year

ended

March 31, 2007

               
 

Net assets per share

 

720.12 yen

 

Net assets per share

 

801.32 yen

   

Net assets per share

 

801.32 yen

 
 

Net income per share

 

50.45 yen

 

Net income per share

 

86.79 yen

   

Net income per share

 

86.79 yen

 
 

Diluted net income per share

 

49.66 yen

 

Diluted net income per share

 

86.27 yen

   

Diluted net income per share

 

86.27 yen

 

 

C-116


Table of Contents

 

Note: The basis for computing net income per share and diluted net income per share is as follows:

 

         

For the six months

ended

September 30, 2007

  

For the six months

ended

September 30, 2008

  

For the fiscal year

ended

March 31, 2008

Net income per share

           

Net income

   Million
yen
  

256,721

  

92,023

  

636,624

Amounts not attributable to common shareholders

  

Million
yen

  

3,949

  

3,690

  

7,929

Dividends on preferred stock

  

Million
yen

  

3,949

  

3,690

  

7,929

Net income attributable to common shares

  

Million
yen

  

252,772

  

88,332

  

628,694

Average number of common shares during the period

  

Thousand
shares

  

10,208,340

  

10,437,400

  

10,306,055

Diluted net income per share

           

Adjustments to net income

  

Million
yen

  

330

  

63

  

661

Dividends on preferred stock

  

Million
yen

  

334

  

64

  

668

Adjustments made to reflect the potential stock of the consolidated subsidiaries

  

Million
yen

  

(3)

  

(1)

  

(7)

Increase in common stock

  

Thousand
shares

  

73,692

  

66,885

  

74,586

Preferred stock

   Thousand
shares
  

73,692

  

63,087

  

73,692

Subscription rights to shares

  

Thousand
shares

  

—  

  

3,797

  

893

 

C-117


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

Potential stock not included in the calculation of diluted net income per share due to their non-dilutive effects

 

Preferred stock first series of class 3 (100,000 thousand outstanding shares)

 

Subscription rights to shares issued by the consolidated subsidiaries: kabu.com Securities Co., Ltd.

 

Subscription rights to shares (stock options)

 

Preferred stock first series of class 3 (100,000 thousand outstanding shares)

 

Subscription rights to shares issued by the consolidated subsidiaries: kabu.com Securities Co., Ltd.

 

Subscription rights to shares (stock options)

 

Preferred stock first series of class 3 (100,000 thousand outstanding shares)

 

Subscription rights to shares issued by the consolidated subsidiaries: kabu.com Securities Co., Ltd.

 

Subscription rights to shares (stock options)

 

Grant date:

  Mar. 31, 2006  

Grant date:

  Mar. 31, 2006  

Grant date:

  Mar. 31, 2006
 

Deadline for exercising rights:

  June 30, 2012  

Deadline for exercising rights:

  June 30, 2012  

Deadline for exercising rights:

  June 30, 2012
 

Exercise price:

  327,022 yen  

Exercise price:

  327,022 yen  

Exercise price:

  327,022 yen
 

Number of options initially granted:

  1,438 units  

Number of options initially granted:

  1,438 units  

Number of options initially granted:

  1,438 units
 

Number of options outstanding as of September 30, 2007:

 

1,214 units

 

Number of options outstanding as of September 30, 2008:

 

1,214 units

 

Number of options outstanding as of March 31, 2008:

 

1,214 units

 

MU Hands-on Capital Ltd.

 

(1) Subscription rights to shares (contingent warrants)

 

MU Hands-on Capital Ltd.

 

(1) Subscription rights to shares (contingent warrants)

 

MU Hands-on Capital Ltd.

 

(1) Subscription rights to shares (contingent warrants)

 

Grant date:

  Dec. 18, 2000  

Grant date:

  Dec. 18, 2000  

Grant date:

  Dec. 18, 2000
 

Deadline for exercising rights:

  Dec. 1, 2010  

Deadline for exercising rights:

  Dec. 1, 2010  

Deadline for exercising rights:

  Dec. 1, 2010
 

Exercise price:

  65,000 yen  

Exercise price:

  65,000 yen  

Exercise price:

  65,000 yen
 

Number of options initially granted:

  1,200 units  

Number of options initially granted:

  1,200 units  

Number of options initially granted:

  1,200 units
 

Number of options outstanding as of September 30, 2007:

  375 units  

Number of options outstanding as of September 30, 2008:

  375 units  

Number of options outstanding as of March 31, 2008:

  375 units
  (2) Subscription rights to shares (stock options)   (2) Subscription rights to shares (stock options)   (2) Subscription rights to shares (stock options)
 

Grant date:

  May 20, 2003  

Grant date:

  May 20, 2003  

Grant date:

  May 20, 2003
 

Deadline for exercising rights:

  Dec. 1, 2010  

Deadline for exercising rights:

  Dec. 1, 2010  

Deadline for exercising rights:

  Dec. 1, 2010
 

Exercise price:

  120,000 yen  

Exercise price:

  120,000 yen  

Exercise price:

  120,000 yen
 

Number of options initially granted:

  585 units  

Number of options initially granted:

  585 units  

Number of options initially granted:

  585 units
 

Number of options outstanding as of September 30, 2007:

  245 units  

Number of options outstanding as of September 30, 2008:

  245 units  

Number of options outstanding as of March 31, 2008:

  245 units
 

Palace Capital Partners A Co., Ltd.

 

Palace Capital Partners A Co., Ltd.

 

Palace Capital Partners A Co., Ltd.

 

(1) Subscription rights to shares (stock options)

 

(1) Subscription rights to shares (stock options)

 

(1) Subscription rights to shares (stock options)

 

Grant date:

  Sept. 1, 2007  

Grant date:

  Sept. 1, 2007  

Grant date:

  Sept. 1, 2007
 

Deadline for exercising rights:

  Aug. 31, 2012  

Deadline for exercising rights:

  Aug. 31, 2012  

Deadline for exercising rights:

  Aug. 31, 2012
 

Exercise price:

  1 yen  

Exercise price:

  1 yen  

Exercise price:

  1 yen

 

C-118


Table of Contents
   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

 

Number of options initially granted:

  1,450 units  

Number of options initially granted:

  1,450 units  

Number of options initially granted:

  1,450 units
 

Number of options outstanding as of September 30, 2007:

  1,450 units  

Number of options outstanding as of September 30, 2008:

  1,450 units  

Number of options outstanding as of March 31, 2008:

  1,450 units
  (2) Subscription rights to shares (stock options)   (2) Subscription rights to shares (stock options)   (2) Subscription rights to shares (stock options)
 

Grant date:

  Sept. 1, 2007  

Grant date:

  Sept. 1, 2007  

Grant date:

  Sept. 1, 2007
 

Deadline for exercising rights:

  Aug. 31, 2012  

Deadline for exercising rights:

  Aug. 31, 2012  

Deadline for exercising rights:

  Aug. 31, 2012
 

Exercise price:

  99,972 yen  

Exercise price:

  99,972 yen  

Exercise price:

  99,972 yen
 

Number of options initially granted:

  1,130 units  

Number of options initially granted:

  1,130 units  

Number of options initially granted:

  1,130 units
 

Number of options outstanding as of September 30, 2007:

  1,130 units  

Number of options outstanding as of September 30, 2008:

  1,130 units  

Number of options outstanding as of March 31, 2008:

  1,130 units

2. Basis for computing net assets per share is as follows:

 

     As of
September 30, 2007
   As of
September 30, 2008
   As of
March 31, 2008

Total net assets

   Million yen    10,574,436    9,042,604    9,599,708

Amounts not attributable to common shareholders:

   Million yen    2,055,970    1,995,762    2,059,660

Preferred stock

   Million yen    336,801    261,301    336,801

Dividends on preferred stock

   Million yen    3,949    3,690    3,980

Subscription rights to shares

   Million yen    87    3,674    2,509

Minority interests

   Million yen    1,715,132    1,727,096    1,716,370

Net assets at interim period end (fiscal year end) attributable to common shareholders

   Million yen    8,518,466    7,046,842    7,540,047

Number of common shares at interim period end (fiscal year end) used to calculate net assets per share

   Thousand shares    10,483,776    10,627,246    10,357,381

 

C-119


Table of Contents

(Significant Subsequent Events)

 

For the six months ended

September 30, 2007

 

For the six months ended

September 30, 2008

 

For the fiscal year ended

March 31, 2008

(Acceptance of the third-party allotment of new shares of Mitsubishi UFJ NICOS Co., Ltd.)

 

MUFG resolved, at the Board of Directors meeting held on September 20, 2007, to accept the entire third-party allotment of new shares of Mitsubishi UFJ NICOS Co., Ltd. and acquired 400,000,000 common shares on November 6, 2007.

 

Overview of the third-party allotment:

 

Payment date: November 6, 2007

 

Total amount of payment: 120,000 million yen

 

Outstanding shares before the capital increase: 1,022,924,559 shares

 

Shares issued through the capital increase: 400,000,000 shares

 

Outstanding shares after the capital increase: 1,422,924,559 shares

 

Allottee: Mitsubishi UFJ Financial Group, Inc.

 

As a result of this transaction, goodwill is expected to be recognized in the consolidated balance sheet. However, the amount to be recognized is not determined yet. Subject to an approval by a general meeting of the shareholders of Mitsubishi UFJ NICOS Co., Ltd. (“MUN”), MUN is expected to become a wholly-owned subsidiary of MUFG through a share exchange (taking effect on August 1, 2008).

 

(Repurchase of treasury stock)

 

MUFG resolved, at the Board of Directors meeting held on October 31, 2007, to repurchase treasury stock in order to improve capital efficiency and expedite the implementation of flexible capital policies in response to the business environment.

 

Overview of repurchase:

 

Type of stock: Common stock

 

Total number of shares to be repurchased: Up to 150,000,000 shares

 

Total repurchase amount: Up to
150,000 million yen

 

Repurchase period: From December 3, 2007 to March 24, 2008

 

(Acquisition of stock of UnionBanCal Corporation through a tender offer and the completion of the conversion to a wholly owned subsidiary)

 

The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”), MUFG’s consolidated subsidiary, resolved at the Board of Directors meeting held on August 12, 2008, to execute a tender offer in the U.S. (the “Tender Offer”) to purchase all of the outstanding common shares (excluding those held by MUFG through BTMU and other consolidated subsidiaries) of UnionBanCal Corporation (“UNBC”), a consolidated subsidiary of BTMU listed on the NY Stock Exchange; and to subsequently convert UNBC into a wholly owned subsidiary of MUFG.

 

As a result of the Tender Offer, BTMU acquired the common shares of UNBC as follows:

 

Tender offer period: From August 29, 2008 to September 26, 2008

 

The settlement of common shares purchased was executed from October 1, 2008. As a result, MUFG has increased its interest in UNBC. (Eastern Time Zone of U.S.)

 

Number of shares purchased: 46,113,521 shares

 

Percentage of voting rights after the purchase: 97.35%

 

Purchase price: USD 73.50 per share

 

Total amount of stocks purchased: USD 3,389 million (360,310 million yen)

 

Expenses directly associated with the purchase are not included in the total amount of stock purchased as the amounts are yet to be determined.

 

(1)    Purpose of the Tender Offer and converting to a wholly owned subsidiary

 

In line with BTMU’s core strategy to strengthen its overseas businesses, BTMU has committed to expanding its businesses especially in Asia where high growth is expected and in the U.S. and Europe’s major financial markets.

 

(Redemption of preferred securities)

 

At the Board of Directors meeting held on April 28, 2008, MUFG and The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”), a consolidated subsidiary of MUFG, resolved to authorize the redemption in full of preferred securities issued by Tokai Preferred Capital Company L.L.C., a subsidiary of BTMU.

 

An overview of the preferred securities to be redeemed is as follows:

 

The expected redemption date is June 30, 2008.

 

Issuer Tokai Preferred Capital Company L.L.C.

 

Type of securities Non-cumulative preferred securities (the “Preferred securities”)

 

The holders of the preferred securities have priority in the liquidation pay outs, which are substantially pari pasu with those of the most senior priority preferred stock issued by BTMU.

 

Maturity No maturity

 

However, the issuer at its option may redeem in whole or a portion of the preferred securities at the dividend payment date on or after June 2008.

 

Dividends    Non-cumulative at a fixed rate However, with respect to each dividend period after June 2008, dividends will be payable on a non-cumulative basis at a stepped-up floating rate.

 

Total issue amount    USD 1 billion

(USD 1,000 per face)

 

Payment date    March 26, 1998

 

Redemption amount    USD 1 billion

 

Redemption price    USD 1,000 per face

 

(Signing of a share exchange agreement)

 

Based on a basic agreement entered into on September 20, 2007, MUFG and its consolidated subsidiary Mitsubishi UFJ NICOS Co., Ltd. (“MUN”) received the approval of both companies’ Boards of Directors at meetings held on May 28, 2008, and entered into a share exchange agreement under which MUN became a wholly owned subsidiary of MUFG.

 

C-120


Table of Contents

For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

For the fiscal year ended

March 31, 2008

The repurchase of treasury stock was completed on December 13, 2007 pursuant to the resolution above. Results of the repurchase are as follows:

 

Total number of shares repurchased: 126,513,900 shares

 

Total repurchase amount: 149,999,921,400 yen

 

Repurchase period: From December 3, 2007 to December 13, 2007

 

(Issuance of subscription rights to shares)

 

MUFG resolved, at the Board of Directors meeting held on November 21, 2007, to issue Mitsubishi UFJ Financial Group Inc., First Series Stock Subscription Rights. The terms and conditions were determined on November 29, 2007. The subscription rights to shares were issued on December 6, 2007. An overview of issuance of the subscription rights to shares are as described below:

 

Overview of the issuance of stock subscription rights:

 

(1)    Name: Mitsubishi UFJ Financial Group Inc., First Series Stock Subscription Rights (“Stock Acquisition Rights”)

 

(2)    Aggregate number of Stock Acquisition Rights: 27,980

 

(3)    Class and number of shares to be issued upon exercise of Stock Acquisition Rights

 

The class of stock to be issued upon exercise of Stock Acquisition Rights shall be the common stock of MUFG. The number of shares to be issued upon exercise of each Stock Acquisition Right (“the number of granted shares”) shall be 100 shares.

 

However, if, after the date on which the Stock Acquisition Rights are allotted as set forth in (10) below (“the allotment date”), MUFG executes a stock split (including the free allotment of common stock of MUFG to shareholders; the same shall be applied to the descriptions about the stock split stated below) or a stock merger, the number of granted shares shall be adjusted in accordance with the following formula (any fraction less than one share resulting from the adjustment shall be rounded down).

 

Number of granted shares after adjustment = Number of granted shares before adjustment x Ratio of stock split or stock merger

 

The number of granted shares after adjustment shall become effective, with respect to the

  

In the U.S., BTMU has established branches and local corporations in major cities including New York; while, on the west coast, it has been holding a majority of UNBC’s voting rights since 1996. UNBC owns Union Bank of California N.A., a commercial bank based in California with the 20th highest deposit holding in the U.S., as its wholly owned subsidiary.

 

Under such circumstances, BTMU has decided to wholly own UNBC as a part of its strategy to reinforce its business in the U.S. Considering that this is a critical step to achieve future growth in the U.S., BTMU aims to enhance the mobility of its management in the U.S., and establish a stronger presence. This Tender Offer is aimed at enhancing corporate governance and risk management across the MUFG Group.

 

(2)    Overview of the Tender Offer and conversion to a wholly owned subsidiary

 

(i)    Overview of UNBC

 

Trade name: UnionBancal Corporation

 

Representative: President & CEO, Mr. Masaaki Tanaka

 

Location: California, U.S.A.

 

Established in: 1953

 

Primary business: Bank holding company

 

Capital: USD 159 million (as of September 30, 2008)

 

Financial year-end: December

 

Listed Stock Exchange: New York Stock Exchange

 

Number of outstanding shares: 140,069,898 shares (as of September 30, 2008)

 

(ii)    UNBC being wholly-owned after the Tender Offer

 

On November 4, 2008 (Eastern Time Zone of U.S.), UNBC merged with a company exclusively invested in and established by BTMU in the U.S., and became a wholly owned subsidiary of BTMU by offering USD 73.50 of cash upon the merger to the remaining minority shareholders who did not take up the offer. As a result of this merger, on November 14, 2008 (Eastern Time Zone of U.S.), the stock of UNBC was delisted, and was ceased to be traded on the New York Stock Exchange.

  

The purpose, method, nature and timing of the share exchange are as follows:

 

1.     Purpose of the share exchange

 

To take the initiative in responding to changes in the external environments that include the revision of Money Lending Business Law and Installment Sales Laws, and to drastically address the further expansion and development of the credit card market. MUFG and MUN resolved on September 20, 2007 for MUFG to underwrite the entire 120 billion yen third-party allotment of new shares of MUN, and for MUN to become a wholly owned subsidiary of MUFG by an exchange of shares for the following purposes: (1) to strengthen the financial foundation of MUN; (2) to further enhance the strategic integrity and flexibility of the MUFG Group, including MUN, and to strive for effective utilization of managerial resources within the MUFG Group; (3) to clearly position Mitsubishi UFJ NICOS as a core business entity of the MUFG Group on par with banks, trusts, and securities firms, and (4) to further strengthen and nurture the card business operated by MUN as a strategic focus of MUFG’s consumer finance business. Based on this resolution, MUFG and MUN signed the share exchange agreement.

 

2.     Method and nature of the share exchange

 

(1)    Method of share exchange

 

Using the method set forth in Article 767 of the Company Law, MUFG will acquire MUN shares held by MUN shareholders (excluding MUFG), who in return will receive an allotment of MUFG common stock. Based on the requirement under Article 796-3 of the Company Law, this share exchange will be executed without obtaining the approval by a meeting of shareholders at MUFG for the share exchange agreement. At MUN, this share exchange agreement has been approved at an ordinary general meeting of shareholders and various class shareholders meetings.

 

C-121


Table of Contents

For the six months ended

September 30, 2007

 

For the six months ended

September 30, 2008

 

For the fiscal year ended

March 31, 2008

stock split, on and after the day immediately following the record date of the stock split, or with respect to the stock merger, on and after the effective date; however, if a stock split will be executed under the condition that an agenda to increase the capital or reserve by reducing the amount of surplus is approved at a general meeting of the shareholders of MUFG, and that the record date of such stock split will be prior to the date of closing of such a general meeting of the shareholders, the number of granted shares after adjustment shall become effective on and after the day immediately following the date of closing of the general meeting of the shareholders.

In addition, if MUFG executes a merger, company split or capital reductions, or if any other events occur that require an adjustment of the number of granted shares in a method similar to such events on and after the allotment date, MUFG may adjust the number of granted shares as appropriate.

 

(4) Payment to be made upon exercise of the Stock Acquisition Rights:

 

The payment to be made upon exercising each Stock Acquisition Right shall be the amount derived by multiplying the exercise price per share to be issued upon exercise of such Stock Acquisition Right (which shall be one yen), by the number of granted shares.

 

(5) Period during which Stock Acquisition Rights may be exercised

 

From December 6, 2007 to December 5, 2037

 

(6) Capital and capital reserve to be increased through issuance of shares upon exercise of the Stock Acquisition Rights:

 

(i)    The amount of capital to be increased through the issuance of shares upon exercise of the Stock Acquisition Rights shall be half of the maximum amount of increase in capital and other items calculated in accordance with Article 40-1 of the Company Accounting Regulations. Any resulting fraction less that one yen shall be rounded up.

 

(ii)    The amount of capital reserve to be increased through the issuance of shares upon exercise of the Stock Acquisition Rights shall be an amount determined by deducting the amount of capital to be increased provided for in (i) above from the maximum amount of increase in capital and other items set forth in (i) above.

 

(iii) It is expected that goodwill will be recognized in MUFG’s consolidated financial statements due to the increase in BTMU’s equity interest as a result of the Tender Offer, but its value is yet to be determined.

 

(Acquisition of stocks of ACOM Co., Ltd. through a tender offer)

 

Considering that ACOM Co., Ltd. (“ACOM”), an equity method affiliate of MUFG, as the core company of the consumer loan business within the consumer finance segment of the MUFG Group, MUFG resolved, at the Board of Directors meeting held on September 8, 2008, to acquire the common stocks of ACOM through a tender offer to further develop its consumer finance business.

 

MUFG acquired the common stocks of ACOM through a tender offer based on this resolution as follows:

 

1.     Results of the Tender Offer

 

Tender offer period:

 

From September 16, 2008 to October 21, 2008

 

Number of shares acquired: 38,140,009 shares

 

Voting right ratio after the acquisition 40.04% (the voting right ratio on a non-consolidated basis is 37.45%)

 

Acquisition price: 4,000 yen per share

 

Total amount of shares acquired: 152,971 million yen

 

Financial data of ACOM (on a consolidated basis for the fiscal year ended March 31, 2008):

 

Operating income: 379,706 million yen

 

Ordinary income: 83,120 million yen

 

Net income: 35,406 million yen

 

Total assets: 1,861,505 million yen

 

Net assets: 472,144 million yen

 

(2)    Nature of share exchange

 

1)    Type of share and exchange ratio

 

   

Company
Name

  MUFG
(100%
parent
company
after
share
exchange)
  Mitsubishi UFJ
NICOS

(wholly owned
subsidiary

after
share
exchange)
   

Stock

  Common
stock
  Common
stock
  Class 1
preferred
stock
   

Share Exchange Ratio

  1   0.37   1.39
   

 

The shares are allotted in the ratios of 0.37 common stock of MUFG per 1 common stock of MUN, and 1.39 common stock of MUFG per 1 Class 1 stock of MUN. All the MUFG common stock exchanged are MUFG treasury stock.

 

2) Method used to calculate the share exchange ratios

 

To ensure the fairness and appropriateness of the share exchange ratios, MUFG and MUN selected Nomura Securities Co., Ltd. and KPMG FAS Co., Ltd., respectively, as independent calculation agents, and requested each agent to perform the share exchange ratios calculation. Based on the results of the calculations, both companies held careful negotiations and discussions to determine the share exchange ratios.

 

(3) Date on which the share exchange comes into effect

 

August 1, 2008

 

(Entering into a memorandum of understanding concerning the sale of subsidiary stock)

 

On May 28, 2008, MUFG and The Norinchukin Bank (“Norinchukin”) entered into a stock transfer agreement setting forth the conditions after Mitsubishi UFJ NICOS Co., Ltd. (“MUN”) became a wholly owned subsidiary of MUFG through the share exchange (taking effect on August 1, 2008). Both companies also entered into a memorandum of understanding under which 244 million common shares of MUN owned by MUFG will be transferred to Norinchukin. Once the transfer comes into effect, MUN will become an equity method investee of Norinchukin.

 

C-122


Table of Contents

For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

For the fiscal year ended

March 31, 2008

(7)    Fraction less than one share arising from the exercise of the Stock Acquisition Rights:

 

If there are any fractions i.e. less than one share, in the number of shares to be granted to a holder of the Stock Acquisition Rights (the “Holder”) who exercises the Stock Acquisition Rights, such fractions shall be rounded down.

 

(8)    Conditions for the exercise of the Stock Acquisition Rights:

 

A Holder may exercise the Stock Acquisition Rights which have been allotted based on his or her status as a director or an executive officer of MUFG, The Bank of Tokyo-Mitsubishi UFJ, Ltd., or Mitsubishi UFJ Trust and Banking Corporation, on and after the day immediately following the date on which the Holder loses such status. The Holder may exercise the Stock Acquisition Rights which have been allotted based on his or her status as a corporate auditor of MUFG, The Bank of Tokyo-Mitsubishi UFJ, Ltd., or Mitsubishi UFJ Trust and Banking Corporation, on and after the day immediately following the date on which the holder loses such status.

 

(9)    The amount to be paid upon exercising the Stock Acquisition Rights (issue price):

 

1,032 yen per share

 

(10) Date on which the Stock Acquisition Rights shall be allotted:

 

December 6, 2007

 

(11) Date on which payment shall be made in exchange for the Stock Acquisition Rights

 

The payment date shall be December 6, 2007.

 

(12) Individual to be allotted the Stock Acquisition Rights and the number of individuals; and the number of Stock Acquisition Rights to be allotted:

 

  

2. Acquisition date October 28, 2008 (the date on which the settlement of tender offer starts)

 

ACOM is expected to become a consolidated subsidiary of MUFG when the agreement with MUFG concerning important decisions on financial, operational or business policies of ACOM becomes effective; provided that ACOM and its subsidiaries cease to operate their current active businesses that are not permitted to operate as a consolidated subsidiary of MUFG due to restrictions under applicable laws and regulations such as the Banking Law.

 

It is expected that goodwill will be recognized in the MUFG’s consolidated financial statements due to the increase in MUFG’s equity interest as a result of the tender offer, but its value is yet to be determined.

 

(Investments in Morgan Stanley)

 

MUFG resolved at the Board of Directors meeting held on October 13, 2008 to invest approximately USD 9 billion in Morgan Stanley with purposes of forming a capital alliance, and becoming strategic partners; and on the same day, acquired 20.9% of Morgan Stanley’s potential voting rights (the investment ratio of fully-diluted common stock).

 

1. Overview of the investment

 

(1) Convertible preferred stock:

 

Number of shares: 7,839,209 shares

 

Total amount of stock acquired: USD 7,839,209 thousand (806,027 million yen)

 

Expenses directly associated with the acquisition are not included in the total amount of stock acquired since amounts are yet to be determined.

 

Annual dividend yield: 10%

 

With/without voting rights: Without voting rights

 

Conversion price: USD25.25

 

 

  

Individuals to be allotted
Stock Acquisition Rights

   Number of
individuals
to be
allocated
  Number of
Stock
Acquisition
Rights
to be
allotted
     

Directors, corporate
auditors and executive officers of MUFG

   59   2,876      

Directors, corporate auditors and executive officers of The Bank of Tokyo-Mitsubishi UFJ, Ltd.

   80   15,908      

Directors, corporate auditors and executive officers of Mitsubishi UFJ Trust and Banking Corporation

   50   9,196      
Total    189   27,980      

 

C-123


Table of Contents

For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

For the fiscal year ended

March 31, 2008

(Redemption of preferred securities)

 

MUFG, at the Board of Directors meeting held on November 21, 2007, resolved to authorize the redemption in full of preferred securities issued by UFJ Capital Finance 4 Limited, a subsidiary of MUFG.

 

A summary of the preferred securities to be redeemed is as follows:

 

The expected redemption date is January 25, 2008.

  

Mandatory conversion term:

 

One year after the issuance, 50% of the preferred stock is to be converted into common stock provided that the price of Morgan Stanley’s common stock exceeds the conversion price by 150% for 20 or more trading days out of 30 trading days. Two years after the issuance, all remaining preferred stock will be converted into common stock under the same condition subject to approval by the shareholders.

  
Issuer   UFJ Capital Finance 4 Limited   

(2)    Redeemable preferred stock:

  
Type of securities   Series A Non-cumulative/floating rate dividend preferred securities   Series B Non-cumulative/fixed rate dividend preferred securities   

Number of shares: 1,160,791 shares

 

Total amount of stock acquired: USD 1,160,791 thousand (119,352 million yen)

 

Expenses directly associated with the

  
  The holders of the preferred securities have priority in the liquidation payouts, which are pari pasu with those of the most senior priority preferred stock issued by MUFG.   

acquisition are not included in the total amount of stock acquired since amounts are not determined yet.

 

Annual dividend yield: 10%

 

With/without voting rights: Without voting rights

  
Maturity  

No maturity

However, the issuer at its option may redeem all or a portion of the preferred securities at the dividend payment date on or after January 2008.

  

Redemption term:

 

Morgan Stanley holds the right to redeem the stock at 110% of its face value three years after the issuance date.

  
Dividends   Non-cumulative at a floating rate   Non-cumulative at a fixed rate   

2.     Overview of Morgan Stanley

 

Trade name: Morgan Stanley

  
Total Issue Amount   94.5 billion yen   11.5 billion yen    Primary business: Securities business   
Payment Date   September 26, 2002   September 26, 2002    Financial data (on a consolidated basis as of November 30, 2007)   
Redemption Amount   94.5 billion yen   11.5 billion yen    Total revenue    USD 85,328 million   
Redemption Price   10,000,000 yen per face
(equal to the payment amount)
  

Net income    USD 3,209 million

 

Total assets    USD 1,045,409 million

 

Shareholders’ equity    USD 31,269 million

 

(Issuance of preferred stock through a third-party allotment)

 

To aim for further enhanced stabilization of its financial base and further corporate growth through capital reinforcement, MUFG resolved, at the Board of Directors meeting held on October 27, 2008, to issue new preferred stock through a third-party allotment. Preferred stock was issued on November 17, 2008.

  

(Issuance of preferred securities)

 

MUFG resolved, at the Board of Directors meeting held on November 29, 2007, to establish MUFG Capital Finance 6 Limited, a wholly-owned company of MUFG in the Cayman Islands, for the purpose of issuing preferred securities to enhance the flexibility of the future capital policy. Payments for common stock of MUFG Capital Finance 6 Limited were completed on December 13, 2007.

     

 

C-124


Table of Contents

For the six months ended

September 30, 2007

 

For the six months ended

September 30, 2008

 

For the fiscal year ended

March 31, 2008

A summary of the issued preferred securities is as follows:

 

Issuer    MUFG Capital Finance 6 Limited

 

A special purpose subsidiary which is newly incorporated in the Cayman Islands under the laws of the Cayman Islands and whose voting rights are wholly-owned by MUFG

 

Type of securities    Non-cumulative Japanese Yen - denominated dividend/perpetual preferred securities

 

A right to convert into the common stock of MUFG is not granted.

 

Total issue amount    150 billion yen

 

Dividend yield    3.52% per year

(fixed up to January, 2018)

Floating after January, 2018

 

Issue price    10,000,000 yen per face

 

Payment date    December 13, 2007

 

Purpose of fund    To increase the capital of The Bank of Tokyo-Mitsubishi UFJ, Ltd., a consolidated subsidiary of MUFG

 

Priority    The right to claim liquidation payouts from the preferred securities is substantially subordinated to the general creditors and subordinated creditors of MUFG, senior to common stock, and pari pasu to the preferred stock.

 

Form of issuance    Domestic private offering

(limited to qualified institutional investors)

 

Underwriter    Mitsubishi UFJ Securities Co., Ltd.

Nomura Securities Co., Ltd.

 

 

1.     Nature of preferred stock

 

(1) Type and number of shares to be offered:

 

Preferred Stock

 

First series of class 5

 

156,000,000 shares

 

(2) Amount to be paid per share: 2,500 yen per share

 

(3) Aggregate amount to be paid: 390,000 million yen

 

(4) Amounts of capital and capital reserve to be increased:

 

Capital amount to be increased: 195,000 million yen (1,250 yen per share)

 

Capital reserve to be increased: 195,000 million yen (1,250 yen per share)

 

(5) Preferred dividends

 

MUFG pays cash dividends of 115 yen per share from the retained earnings (with respect to preferred dividends on preferred shares with a record date on March 31, 2009, 43 yen per share) to preferred shareholders or registered stock pledgees of the preferred stock whose names were entered or recorded in the latest shareholder register as of March 31 each year, in priority to the common shareholders or registered stock pledgees of the common stock. However, if MUFG has paid preferred interim dividends in the fiscal year, the amount paid will be deducted from the cash dividends.

 

(6)    Terms and conditions of purchase

 

After the issuance of the preferred stock, on or after April 1, 2014, MUFG may purchase all or a part of the preferred shares in exchange for cash (2,500 yen per share) on a certain date separately determined by a resolution at the Board of Directors meeting held after the issuance of preferred stock.

 

This preferred stock is a “bond type” preferred stock which grants no conversion right to common stock to its holders and accordingly does not have a dilutive effect on the common stock.

 

2.     Allottee

 

 
 

Allottee

   Number of
shares allotted
 
  Nippon Life Insurance Company    40,000,000 shares  
  Meiji Yasuda Life Insurance Company    40,000,000 shares  
  TAIYO LIFE INSURANCE COMPANY    20,000,000 shares  
  Daido Life Insurance Company    20,000,000 shares  
  Tokio Marine & Nichido Fire Insurance Co., Ltd.    20,000,000 shares  
  NIPPONKOA INSURANCE    12,000,000 shares  
  Aioi Insurance Co., Ltd.    4,000,000 shares  
        
  Total    156,000,000 shares  
 

 

3.     Purpose of proceeds

 

All of the proceeds are for general business funding purposes.

 

 

C-125


Table of Contents

For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

For the fiscal year ended

March 31, 2008

  

(Issuance of new shares and secondary offerings of shares by way of sale of treasury stock etc.)

 

MUFG resolved, at the Board of Directors meeting held on November 18, 2008, the issuance of new shares, the sale of treasury shares and the secondary offering of MUFG shares as follows:

 

1.     Issuance of new shares by way of offering

 

(1)    Class and number of shares offered 634,800,000 shares of common stock of MUFG

 

1)    Shares subject to underwriting by underwriters for Japanese public offering and overseas offering: 569,700,000 shares (Japanese market: 234,800,000 shares; Overseas markets: 334,900,000 shares)

 

2)    Shares subject to purchase options to be granted to U.S. underwriters and international underwriters for the purchase of additionally issued shares: 65,100,000 shares (maximum)

 

(2)    Method of determination of the amount to be paid

 

The amount to be paid will be determined on the date of determination of the issue price and other matters (which may be any day in the period from December 8, 2008 to December 10, 2008) (the “Determination Date”) in accordance with the method stated in Article 22 of the Regulations concerning Underwriting of Securities, etc. provided by the Japan Securities Dealers Association (“JSDA”).

 

(3)    Amount of stated capital and additional paid-in capital to be increased

 

The amount of stated capital to be increased shall be half of the maximum increased amount of stated capital, as calculated in accordance with the provisions of Article 37, Paragraph 1 of the Rules of Account Settlement of Corporations with any fraction less than one yen resulting from the calculation being rounded up to the nearest one yen. The amount of the additional paid-in capital to be increased shall be the amount obtainable by subtracting the relevant amount of stated capital to be increased from the relevant maximum amount of stated capital increase.

  

 

C-126


Table of Contents

For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

For the fiscal year ended

March 31, 2008

  

(4)    Method of offering

 

1)    Japanese public offering

 

Japanese public offering:

 

Nomura Securities Co., Ltd. (the “Initial Underwriter”) shall underwrite and purchase all of the new shares; and the underwriting syndicate led by Mitsubishi UFJ Securities Co., Ltd. (“MUS”) and Nomura Securities Co., Ltd. as representatives of the Japanese Underwriters (the “Japanese Underwriters”) shall handle the public offering of the shares. In the case where shares remain, the Japanese Underwriters shall jointly and severally subscribe for such shares from the Initial Underwriter.

 

2)    Overseas offering

 

•    U.S. Offering: For the purpose of the offering in the U.S. and Canada (the “U.S. Offering”), the aggregate number of shares (provisionally 134,000,000 shares) shall be severally purchased by the U.S. underwriters (underwriters led by Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and Nomura Securities International, Inc. as the representatives of the underwriters). MUFG shall grant these underwriters an option to purchase additionally issued shares up to an aggregate of 26,000,000 shares, provisionally.

 

•    International offering: For the purpose of the offering in the international markets mainly in Europe (excluding the U.S. and Canada), the aggregate number of shares (provisionally 200,900,000 shares) shall be severally purchased by the underwriters (led by Morgan Stanley & Co. International plc, J.P. Morgan Securities Ltd. and Nomura International plc as the representatives of the underwriters). MUFG shall grant these underwriters an option to purchase additionally issued shares up to an aggregate of 39,100,000 shares, provisionally.

 

3)    Breakdown of number of shares to be offered

 

The final number of shares to be allotted among the Japanese public offering, the U.S. offering and the International offering is to be determined on the Determination Date.

 

4)    Joint Global Coordinators

 

Morgan Stanley Japan Securities Co., Ltd. and Nomura Securities Co., Ltd.

  

 

C-127


Table of Contents

For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

For the fiscal year ended

March 31, 2008

  

5)    Co-Global Coordinators

 

Mitsubishi UFJ Securities Co., Ltd. and JPMorgan Securities Japan Co., Ltd.

6)    Issue price

 

The issue price with regard to each offering mentioned in 1) and 2) above shall be determined on the Determination Date, based on the preliminary pricing terms calculated by multiplying the closing price in regular trading of the shares on the Tokyo Stock Exchange on the Determination Date (or, if no closing price is quoted, the closing price of the immediately preceding date) by 0.90-1.00 (with any fraction less than one yen being rounded down), in accordance with the method stated in Article 22 of the Regulations concerning Underwriting of Securities, etc. provided by the JSDA, taking into account market demand and other conditions.

 

7)    Underwriting fee

 

MUFG shall not pay any underwriting fees to the underwriters. The aggregate amount of the difference between the issue price for the shares and the amounts to be paid by the underwriters for the shares shall be the proceeds to the underwriters.

 

(5)    Subscription period (in Japan)

 

The subscription period shall be from the next business day after the Determination Date to the second business day immediately following the Determination Date.

 

(6)    Payment date

 

The payment date shall be any day in the period from December 15, 2008 to December 17, 2008, provided, however, that such day shall be the fifth business day immediately following the Determination Date.

 

(7)    Subscription unit

 

100 shares

 

(8)    Use of proceeds

 

The entire proceeds, which is the sum of estimated proceeds from the secondary offering of shares through the sale of treasury shares stated in “2. Secondary offering of shares by way of sale of treasury shares” below and the issuance of the new shares through third-party allotment stated in “4. Issuance of new shares by way of third-party allotment” below, are expected to be used for general corporate purposes.

  

 

C-128


Table of Contents

For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

For the fiscal year ended

March 31, 2008

  

2.     Secondary offering of shares by way of sale of treasury shares

 

(1)    Class and number of shares to be sold 300,000,000 shares of common stock of MUFG. (Japanese market: 200,000,000 shares; Overseas markets: 100,000,000 shares)

 

(2)    Method of determination of the amount to be paid

 

The amount to be paid will be determined on the Determination Date by the same method as stated in 1. (2) above. The amount to be paid shall be the same as the amount to be paid in respect of the public offering mentioned in 1. (2) above.

 

(3)    Method of secondary offering

 

1)    Japanese secondary offering by way of underwriting by underwriters

 

The Initial Underwriter shall underwrite and purchase all of the treasury shares and the Japanese Underwriters shall handle the secondary offering of the shares. Moreover, in the case where shares remain, the Japanese Underwriters shall jointly and severally subscribe for such shares from the Initial Underwriter.

 

2)    Overseas secondary offering

 

•    U.S. secondary offering: The aggregate number of shares (provisionally 40,000,000 shares) shall be severally purchased by the U.S. underwriters for the purpose of the secondary offering in U.S. and Canada.

 

•    International secondary offering: The aggregate number of shares (provisionally 60,000,000 shares) shall be severally purchased by International Underwriters for the purpose of the secondary offering in the international markets mainly in Europe (excluding U.S. and Canada).

 

3)    Breakdown of number of shares to be reissued

 

The final number of shares to be allotted among the secondary offerings described in “(1) Class and number of shares to be sold” above is determined on the Determination Date.

 

4)    Selling price

 

The selling price with regard to each secondary offering mentioned in 1) and 2) above shall be determined on the Determination Date, based on the preliminary pricing terms calculated by multiplying the

  

 

C-129


Table of Contents

For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

For the fiscal year ended

March 31, 2008

  

closing price in regular trading of the shares on the Tokyo Stock Exchange on the Determination Date (or, if no closing price is quoted, the closing price of the immediately preceding date) by 0.90-1.00 (with any fraction less than one yen being rounded down), taking into account market demand and other conditions as mentioned in 1. (4) 6) above; provided, however, that the selling price shall be the same as the issue price in respect of the public offering mentioned in 1. (4) 6) above.

 

5)    Underwriting fee

 

MUFG shall not pay any underwriting fees to the underwriters. The aggregate amount of the difference between the sale price for the shares and the amounts to be paid by the underwriters for the shares shall be the proceeds to the underwriters.

 

(4)    Subscription Period (in Japan)

 

The subscription period shall be the same as the subscription period with respect of public offering stated in 1. (5) above.

 

(5)    Payment date

 

The payment date shall be the same as the payment date with respect of public offering stated in 1. (6) above.

 

(6)    Delivery date

 

The delivery date shall be any day in the period from December 16, 2008 to December 18, 2008; provided, however, that such day shall be the day immediately following the payment date mentioned in (5) above.

 

(7)    Subscription unit

 

100 shares

 

3.     Secondary offering of MUFG common stock (Japanese secondary offering by way of over-allotment)

 

(1)    Class and number of shares to be sold 65,200,000 shares of common stock of MUFG (maximum)

 

The above number may decrease, or the secondary offering by way of over-allotment may be cancelled entirely, depending on market demand and other conditions. The number of shares to be sold shall be determined on the Determination Date, taking into account market demand and other conditions.

 

(2)    Seller

 

Nomura Securities Co., Ltd.

  

 

C-130


Table of Contents

For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

For the fiscal year ended

March 31, 2008

  

(3)    Selling price

 

Undetermined (The selling price will be determined on the Determination Date; provided, however, that such selling price shall be the same as the selling price for the secondary offering of shares by way of sale of treasury shares mentioned in 2 (3) 4) above.)

 

(4)    Method of secondary offering

 

Taking into account market demand and other conditions for the Japanese public offering and the Japanese secondary offering by way of underwriting, Nomura Securities Co., Ltd. will make a secondary offering of shares that it borrows from certain shareholders of MUFG.

 

(5)    Subscription period

 

The subscription period shall be the same as the subscription period (in Japan) in respect of the secondary offering of shares by way of sale of treasury shares mentioned in 2. (4) above.

 

(6)    Delivery date

 

The delivery date shall be the same as the delivery date in respect of the secondary offering of shares by way of sale of treasury shares mentioned in 2. (6) above.

 

(7)    Subscription unit

 

100 shares

 

4.     Issuance of new shares by way of third-party allotment

 

(1)    Class and number of offered shares 65,200,000 shares of common stock of MUFG

 

(2)    Method of determination of the amounts to be paid

 

The amount to be paid will be determined on the Determination Date mentioned in 1. (2) above; provided, however, that such amount to be paid shall be the same as the amount to be paid in respect of the public offering mentioned in 1. (2) above.

 

(3)    Amounts of stated capital and additional paid-in-capital to be increased

 

The amount of stated capital to be increased shall be half of the maximum increased amount of stated capital, as calculated in accordance with the provisions of Article 37, Paragraph 1 of the Rules of Account Settlement of Corporations with any fraction less than one yen resulting from the calculation being rounded up to the nearest one yen. The amount of the additional paid-in capital to be increased shall be the amount obtainable by subtracting the relevant amount of stated capital to be increased from the relevant maximum amount of stated capital increase.

  

 

C-131


Table of Contents

For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

For the fiscal year ended

March 31, 2008

  

(4)    Allottee

 

Nomura Securities Co., Ltd.

 

(5)    Subscription period

 

January 13, 2009

 

(6)    Payment date

 

January 14, 2009

 

(7)    Subscription unit

 

100 shares

 

(8)    Shares not subscribed within the subscription period mentioned in (5) above shall not be issued.

  

 

C-132


Table of Contents

(Additional Information)

 

For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

For the fiscal year ended

March 31, 2008

     

(Acceptance of third-party allotment of new shares from Mitsubishi UFJ NICOS Co., Ltd.)

 

MUFG resolved, at the Board of Directors meeting held on September 20, 2007, to accept the entire third-party allotment of new shares from Mitsubishi UFJ NICOS Co., Ltd., and subsequently acquired 400,000,000 common shares on November 6, 2007.

 

Overview of the third-party allotment:

 

Payment date: November 6, 2007

 

Total amount of payment: 120,000 million yen

 

Outstanding shares before the capital increase: 1,022,924,559 shares

 

Shares issued through the capital increase: 400,000,000 shares

 

Outstanding shares after the capital increase: 1,422,924,559 shares

 

Allottee: Mitsubishi UFJ Financial Group, Inc.

 

As a result of this transaction, 21,688 million yen of goodwill has been recognized in the consolidated balance sheet.

 

(Repurchase of treasury stock)

 

MUFG resolved, at the Board of Directors meeting held on October 31, 2007, to repurchase its treasury stock in order to improve capital efficiency and expedite the implementation of flexible capital policies in response to the business environment.

 

     

Overview of repurchase:

 

Type of stock: Common stock

 

Total number of shares to be repurchased:

Up to 150,000,000 shares

 

Total repurchase amount: Up to 150,000 million yen

 

Repurchase period: From December 3, 2007 to March 24, 2008

     

The repurchase of treasury stock was completed on December 13, 2007 pursuant to the resolution described above. Results of the repurchase are as follows:

 

Total number of shares repurchased: 126,513,900 shares

 

Total repurchase amount:

149,999,921,400 yen

 

Repurchase period: From December 3, 2007 to December 13, 2007

 

C-133


Table of Contents
3. Other

 

(1) Statement of Income for the three months ended September 30, 2008

The statement of income for the three months ended September 30, 2008, has not been audited as MUFG falls under the category of a Specified Business Corporation (Tokutei Jigyo Gaisya; a company that is engaged in businesses set forth in Article 17-5-2 of the Cabinet Office Ordinance concerning Disclosure of Public Companies).

 

     (in million of yen)  
     Note
number
    For the three months ended
September 30, 2008
 

Ordinary income:

     1,487,113  

Interest income

     923,619  

(Interest on loans and bills discounted)

     570,076  

(Interest and dividends on securities)

     196,996  

Trust fees

     34,721  

Fees and commissions

     309,731  

Trading income

     79,273  

Other business income

     68,823  

Other ordinary income

   *1     70,943  

Ordinary expenses:

     1,395,859  

Interest expenses

     423,302  

(Interest on deposits)

     181,905  

Fees and commissions

     43,999  

Trading expenses

     (1,689 )

Other business expenses

     55,495  

General and administrative expenses

     524,160  

Other ordinary expenses

   *2     350,590  
        

Ordinary profits

     91,253  
        

Extraordinary gains

     44,350  

Gains on disposition of fixed assets

     6,159  

Gains on loans written-off

     6,773  

Reversal of reserve for contingent liabilities from financial instruments transactions

     (0 )

Gains on sale of equity securities of subsidiaries

     32,814  

Reversal of reserve for contingent losses

     (1,396 )

Extraordinary losses

     53,254  

Losses on disposition of fixed assets

     4,409  

Impairment losses on fixed assets

     1,383  

Expenses relating to systems integration

     47,198  

Provision for reserve for losses relating to business restructuring at subsidiaries

     197  

Impact of the adoption of the accounting standard for lease transactions

     65  
        

Income before income taxes and others

     82,349  
        

Income taxes—current

     31,238  

Income taxes—deferred

     (12,503 )
        

Total taxes

     18,735  
        

Minority interests

     22,787  
        

Net income

     40,827  
        

 

For the three months ended September 30, 2008

 

*1. Other ordinary income includes 52,356 million yen of gains on sales of equity securities.

 

*2. Other ordinary expenses includes 79,783 million yen of provision of allowance for credit losses, 114,262 million yen of loan write-offs, and 116,561 million yen of write-downs of equity securities.

 

 

C-134


Table of Contents

 

FOR USE BY INSTITUTIONAL INVESTORS IN THE U.S. OFFERING ONLY

 

 

Mitsubishi UFJ Financial Group, Inc.

GLOBAL OFFERING

 

Designation Form for Institutional Investors in the U.S. Offering

 

 

Institutional investors participating in the U.S. offering who wish to do so may designate the selling concession. Investors may designate the selling concession to a U.S. underwriter/selling agent/U.S. underwriters/U.S. underwriters and a selling agent other than the U.S. underwriter or the selling agent with whom they have placed an order. Designations may be made after allocation but prior to 12 noon New York time on the second business day following the pricing date.

 

It is recommended that such designations be made via use of this form although such designations may also be made verbally to the U.S. underwriter or selling agent to whom an order is given. Forms must be sent by fax to the number below prior to 12 noon New York time on the second business day following the pricing date.

 

There is no obligation to designate the selling concession away from the U.S. underwriter or the selling agent to whom the order has been given.

 

 

The undersigned wishes to designate the selling concession on any allocation in the U.S. offering as follows:

 

Morgan Stanley & Co. Incorporated

                %

J.P. Morgan Securities Inc.

                %

Nomura Securities International, Inc.

                %

Mitsubishi UFJ Securities (USA), Inc.

                %

Merrill Lynch, Pierce, Fenner & Smith
 Incorporated

                %

UBS Securities LLC

                %

Deutsche Bank Securities Inc.

                %

Citigroup Global Markets Inc.

                %

Credit Suisse Securities (USA) LLC

                %
      

Total

   100 %
      

 

Please return this form by fax to the U.S. underwriter or the selling agent c/o the Tokyo office of SIMPSON THACHER & BARTLETT LLP (Attn: Todd Wolfe), U.S. legal advisor to the U.S. underwriters and the selling agent, prior to 12 noon New York time on the second business day following the pricing date (Fax No: 212-455-2502 / +81-3-5562-6202).

 

Institution name:

 

 

Individual name:

 

 

Individual title:

 

 

Telephone number:

 

 

Signature:

 

 

Name of the U.S. underwriter or the selling agent receiving order:

 

 

Date:

 

 

 

AA-1


Table of Contents

 

 

LOGO