Mitsubishi UFJ Financial Group
Annual Report 2006
Year ended March 31, 2006
Mitsubishi UFJ Financial Group (MUFG) was formed in October 2005 through the merger of
Mitsubishi Tokyo Financial Group (MTFG) and UFJ Group. With total assets of almost ¥190
trillion as of March 31, 2006, MUFG is one of the world’s largest and most diversified financial
groups. MUFG’s services include commercial banking, trust banking, securities, credit cards,
consumer finance, asset management, leasing and many more fields of financial services.
The group has the largest overseas network of any Japanese bank, comprising offices and
subsidiaries, including Union Bank of California, in more than 40 countries.
● This annual report is prepared in accordance with U.S. GAAP. To read a discussion with
the president and detailed descriptions of our business strategies and initiatives, please
refer to MUFG’s Corporate Review 2006, which was published in August 2006.
Contents
Financial Highlights
Annual Report on Form 20-F
1
3
All figures contained in this report are calculated according to
U.S. GAAP, unless otherwise noted.
This document contains statements that constitute forward-looking
statements within the meaning of the United States Private Securities
Litigation Reform Act of 1995. Such forward-looking statements do
not represent any guarantee by management of future performance.
In addition, certain forward-looking statements represent targets that
management will strive to achieve by implementing MUFG’s business
strategies. Such targets are not projections, do not present manage-
ment’s current estimates, and may not be achieved. All forward-looking
statements involve risks and uncertainties. MUFG may not be success-
ful in implementing its business strategies, and management may fail
to achieve its targets, for a wide range of possible reasons, including
adverse economic conditions in Japan, the United States, or other mar-
kets; declining real estate or stock prices; additional corporate
bankruptcies or additional problems in business sectors to which
MUFG companies lend; difficulties or delays in integrating MUFG’s
businesses and achieving desired cost savings; difficulties in achieving
the benefits of proposed business integration transactions; increased
competitive pressures; changes in laws and regulations applicable to
MUFG’s businesses; and adverse changes in Japanese economic poli-
cies. Please see the annual report on Form 20-F for the fiscal year
ended March 31, 2006 for additional information regarding the risks
regarding to our businesses.
Financial Highlights
Consolidated Financial Summary and Data of MUFG under U.S. GAAP
As of or for the fiscal years ended March 31,
In billions of yen and in millions of U.S. dollars except per share data
2006
2006
(U.S. Dollars)
2005
Income Statement Data*1
Net interest income
Provision for credit losses
Non-interest income
Non-interest expense
Income tax expense
Income from discontinued operations—net
Cumulative effect of a change in accounting principle, net of tax
Net income
Net income available to common shareholders
Amounts per Share*1 ( In yen and U.S. dollars)
Basic earnings per common share:
Income from continuing operations available to
common shareholders before cumulative effect of a
¥ 1,648.6
$ 14,033
¥ 969.1
110.2
1,067.4
2,076.1
165.5
9.0
(9.7)
363.5
156.8
938
9,086
17,672
1,409
76
(82)
3,094
1,335
108.3
986.8
1,129.2
303.7
1.5
(1.0)
415.2
408.3
change in accounting principle
¥19,398.62
$ 165.12
¥62,637.96
Net income available to common shareholders
19,313.78
164.40
62,717.21
Diluted earnings per common share:
Income from continuing operations available to
common shareholders before cumulative effect of a
change in accounting principle
Net income available to common shareholders
Balance Sheet Data*2
Total assets
Loans, net of allowance for credit losses
Total liabilities
Deposits
Total shareholders' equity
19,036.71
18,951.87
162.04
161.32
62,397.57
62,476.76
¥186,219.5
$1,585,116
¥108,422.1
94,494.6
804,346
50,164.1
176,551.3
1,502,820
104,049.0
126,639.9
1,077,970
71,143.1
9,668.2
82,296
4,373.1
For the convenience of readers, the U.S. dollar amounts are presented as translations of Japanese yen amounts at the rate of
¥117.48 = US$1.00, the noon buying rate on March 31, 2006 in New York City for cable transfers in Japanese yen as certified for
customs purposes by the Federal Reserve Bank of New York.
*1 Figures for the fiscal year ended March 31, 2006 are the simple sum of figures for MTFG (from April to September) and
MUFG (from October to March). Figures for the fiscal year ended March 31, 2005 are for MTFG only.
*2 Figures as of March 31, 2006 are for MUFG. Figures as of March 31, 2005 are for MTFG.
Mitsubishi UFJ Financial Group Annual Report 2006 1
As of or for the fiscal years ended March 31,
In billions of yen and in millions of U.S. dollars
Average Balances (Unaudited)*1
Interest-earning assets
Interest-bearing liabilities
Total assets
Total shareholders’ equity
2006
2006
(U.S. Dollars)
2005
¥135,385.3
$1,152,412
¥ 99,282.1
118,120.2
1,005,449
92,226.8
159,347.8
1,356,382
110,829.4
7,106.9
60,495
3,880.0
Return on Equity and Assets (Unaudited)*1
Net income available to common shareholders as a percentage of
total average assets
0.10%
0.10%
0.37%
Net income available to common shareholders as a percentage of
total average shareholders’ equity
2.21%
2.21%
10.52%
Total average shareholders' equity as a percentage of
total average assets
4.46%
4.46%
3.50%
Net interest income as a percentage of total average
interest-earning assets
Credit Quality Data*2
Allowance for credit losses
1.22%
1.22%
0.98%
¥ 1,012.2
$ 8,616
¥ 739.9
Allowance for credit losses as a percentage of loans
1.06%
1.06%
1.45%
Nonaccrual and restructured loans, and accruing loans contractually
past due 90 days or more
2,044.7
17,404
1,285.2
Nonaccrual and restructured loans, and accruing loans contractually
past due 90 days or more as a percentage of loans
2.14%
2.14%
2.52%
Allowance for credit losses as a percentage of nonaccrual and
restructured loans, and accruing loans contractually
past due 90 days or more
Risk-adjusted capital ratio calculated under Japanese GAAP (unaudited)
49.51%
12.20%
49.51%
12.20%
57.57%
11.76%
For the convenience of readers, the U.S. dollar amounts are presented as translations of Japanese yen amounts at the rate of
¥117.48 = US$1.00, the noon buying rate on March 31, 2006 in New York City for cable transfers in Japanese yen as certified for
customs purposes by the Federal Reserve Bank of New York.
*1 Figures as of or for the fiscal year ended March 31, 2006 are the simple sum of figures for MTFG (from April to September) and
MUFG (from October to March), or calculated from average figures for MTFG and MUFG for the same periods, as appropriate.
*2 Figures as of March 31, 2006 are for MUFG. Figures as of March 31, 2005 are for MTFG.
2 Annual Report 2006 Mitsubishi UFJ Financial Group
As filed with the Securities and Exchange Commission on September 28, 2006
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
‘ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
OR
È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2006
OR
‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period
to
OR
‘ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
Commission file number 1-10277
KABUSHIKI KAISHA MITSUBISHI UFJ FINANCIAL GROUP
(Exact name of Registrant as specified in its charter)
MITSUBISHI UFJ FINANCIAL GROUP, INC.
(Translation of Registrant’s name into English)
Japan
(Jurisdiction of incorporation or organization)
7-1, Marunouchi 2-chome
Chiyoda-ku, Tokyo 100-8330
Japan
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Common stock, without par value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
American depositary shares, each of which represents one one-thousandth of one share of common stock . . . . . . . .
New York Stock Exchange (1)
New York Stock Exchange
Title of each class
Name of each exchange on which registered
(1) The listing of the registrant’s common stock on the New York Stock Exchange is for technical purposes only and without trading privileges.
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
$2,300,000,000 Fixed/Floating Rate Non-Cumulative Preferred Securities of MUFG Capital Finance 1 Limited, and Mitsubishi UFJ Financial Group, Inc.’s
Guarantee thereof
€750,000,000 Fixed/Floating Rate Non-Cumulative Preferred Securities of MUFG Capital Finance 2 Limited, and Mitsubishi UFJ Financial Group, Inc.’s
Guarantee thereof
¥120,000,000,000 Fixed/Floating Rate Non-Cumulative Preferred Securities of MUFG Capital Finance 3 Limited, and Mitsubishi UFJ Financial Group, Inc.’s
Guarantee thereof
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
At March 31, 2006, (1) 10,247,852 shares of common stock (including 506,509 shares of common stock held by the registrant and its consolidated subsidiaries
as treasury stock), (2) 100,000 shares of first series of class 3 preferred stock, (3) 27,000 shares of class 8 preferred stock, (4) 79,700 shares of class 9 preferred
stock, (5) 150,000 shares of class 10 preferred stock, (6) 1 share of class 11 preferred stock, (7) 175,300 shares of class 12 preferred stock were issued.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes È No ‘
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
Yes ‘ No È
Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such short period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days:
Yes È No ‘
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and
large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer È
Accelerated filer ‘
Non-accelerated filer ‘
Indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 ‘ Item 18 È
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ‘ No È
TABLE OF CONTENTS
Page
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Identity of Directors, Senior Management and Advisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Offer Statistics and Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Key Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Information on the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating and Financial Review and Prospects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Directors, Senior Management and Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Major Shareholders and Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Offer and Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Quantitative and Qualitative Disclosures about Credit, Market and Other Risk . . . . . . . . . . .
Description of Securities Other Than Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Defaults, Dividend Arrearages and Delinquencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Material Modifications of the Rights of Security Holders and Use of Proceeds . . . . . . . . . . .
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Audit Committee Financial Expert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Code of Ethics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exemptions From Listing Standards for Audit Committees . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of Equity Securities by the Issuer and Affiliated Purchasers . . . . . . . . . . . . . . . . .
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Forward-Looking Statements
4
Item 1.
4
Item 2.
4
Item 3.
20
Item 4.
40
Item 4A.
41
Item 5.
97
Item 6.
113
Item 7.
115
Item 8.
116
Item 9.
117
Item 10.
138
Item 11.
152
Item 12.
153
Item 13.
153
Item 14.
153
Item 15.
154
Item 16A.
154
Item 16B.
154
Item 16C.
155
Item 16D.
156
Item 16E.
157
Item 17.
157
Item 18.
Item 19.
157
Selected Statistical Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
F-1
Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
For purposes of this Annual Report, we have presented our consolidated financial statements in accordance
with accounting principles generally accepted in the United States of America, or US GAAP, except for risk-
adjusted capital ratios, business segment financial information and some other specifically identified information.
Unless otherwise stated or the context otherwise requires, all amounts in our financial statements are expressed in
Japanese yen.
As the context requires, when we refer in this Annual Report to “Mitsubishi UFJ Financial Group,”
“MUFG,” “we,” “us,” “our” and the “Group,” we mean Mitsubishi UFJ Financial Group, Inc. and its
consolidated subsidiaries as well as Mitsubishi UFJ Financial Group, Inc. References to “MTFG” and “UFJ
Holdings” are to 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 supplement to the financial results or business of the
“UFJ group” refer to those of UFJ Holdings and its consolidated subsidiaries. References in this Annual Report
to “yen” or “¥” are to Japanese yen and references to “US dollars,” “US dollar,” “dollars,” “US$” or “$” are to
United States dollars. Our fiscal year ends on March 31 of each year. From time to time, we may refer to the
fiscal year ended March 31, 2006 in this Annual Report as fiscal 2005 or the 2005 fiscal year. We may also refer
to other fiscal years in a corresponding manner. References to years not specified as being fiscal years are to
calendar years.
We usually hold the ordinary general meeting of shareholders of Mitsubishi UFJ Financial Group, Inc. in
June of each year in Tokyo.
2
Forward-Looking Statements
We may from time to time make written or oral forward-looking statements. Written forward-looking
statements may appear in documents filed with the U.S. Securities and Exchange Commission, or SEC, including
this Annual Report, and other reports to shareholders and other communications.
The U.S. Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking
information to encourage companies to provide prospective information about themselves. We rely on this safe
harbor in making these forward-looking statements.
Forward-looking statements appear in a number of places in this Annual Report and include statements
regarding our intent, business plan, targets, belief or current expectations and/or the current belief or current
expectations of our management with respect to our results of operations and financial condition, including,
among other matters, our problem loans and loan losses. In many, but not all cases, we use words such as
“anticipate,” “aim,” “believe,” “estimate,” “expect,” “intend,” “plan,” “probability,” “risk” 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, believed, estimated, expected, intended or
planned.
Our forward-looking statements are not guarantees of future performance and involve risks and
uncertainties. Actual results may differ from those in the forward-looking statements as a result of various
factors. We identify in this Annual Report in “Item 3.D. Key Information—Risk Factors,” “Item 4.B. Information
on the Company—Business Overview,” “Item 5. Operating and Financial Review and Prospects” and elsewhere,
some, but not necessarily all, of the important factors that could cause these differences.
We do not intend to update our 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.
3
PART I
Item 1.
Identity of Directors, Senior Management and Advisors.
Not applicable.
Item 2. Offer Statistics and Expected Timetable.
Not applicable.
Item 3. Key Information.
A. Selected Financial Data
The selected statement of income data and selected balance sheet data set forth below have been derived
from our audited consolidated financial statements. On October 1, 2005, Mitsubishi Tokyo Financial Group, Inc.,
or MTFG, merged with UFJ Holdings, Inc., or UFJ Holdings, with MTFG being the surviving entity. Upon
consummation of the merger, MTFG changed its name to Mitsubishi UFJ Financial Group, Inc., or MUFG. The
merger was accounted for under the purchase method of accounting, and the assets and liabilities of UFJ
Holdings and its subsidiaries were recorded at fair value as of October 1, 2005. Therefore, numbers as of and for
the fiscal years ended March 31, 2002, 2003, 2004 and 2005 reflect the financial position and results of MTFG
and its subsidiaries only. Numbers as of March 31, 2006 reflect the financial position of MUFG while numbers
for the fiscal year ended March 31, 2006 comprised the results of MTFG and its subsidiaries for the six months
ended September 30, 2005 and the results of MUFG from October 1, 2005 to March 31, 2006. See note 2 to our
consolidated financial statements for more information.
Except for risk-adjusted capital ratios, which are calculated in accordance with Japanese banking regulations
based on information derived from our consolidated financial statements prepared in accordance with Japanese
GAAP, and the average balance information, the selected financial data set forth below are derived from our
consolidated financial statements prepared in accordance with US GAAP. In the fiscal year ended March 31,
2006, the international correspondent banking operations of UnionBanCal Corporation, our U.S. subsidiary, were
discontinued and certain figures in prior fiscal years were reclassified to discontinued operations to conform to
the presentation for the fiscal year ended March 31, 2006.
4
You should read the selected financial data set forth below in conjunction with “Item 5. Operating and
Financial Review and Prospects” and our consolidated financial statements and other financial data included
elsewhere in this Annual Report on Form 20-F. These data are qualified in their entirety by reference to all of
that information.
Fiscal years ended March 31,
2002
2003
2004
2005
2006
(in millions, except per share data and number of shares)
Statement of income data:
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 2,006,855
934,932
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 1,578,069
537,387
¥ 1,417,902
425,162
¥1,438,701
469,606
¥2,530,682
882,069
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (credit) for credit losses . . . . . . . . . . . . . . . . . . . . . . .
Net interest income after provision (credit) for credit losses . . .
Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,071,923
599,016
472,907
352,786
1,154,932
1,040,682
437,972
602,710
832,639
1,175,806
992,740
(114,364)
1,107,104
1,298,665
1,229,405
969,095
108,338
860,757
986,810
1,129,173
1,648,613
110,167
1,538,446
1,067,352
2,076,125
Income (loss) from continuing operations before income tax
expense (benefit) and cumulative effect of a change in
accounting principle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense (benefit)
Income (loss) from continuing operations before cumulative
effect of a change in accounting principle . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . .
Income from discontinued operations—net
Cumulative effect of a change in accounting principle, net of
tax(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(329,239)
(101,885)
259,543
67,843
1,176,364
355,308
718,394
303,755
529,673
165,473
(227,354)
3,605
191,700
12,277
821,056
1,946
414,639
1,493
364,200
8,973
5,867
(532)
—
(977)
(9,662)
Net income (loss)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ (217,882) ¥
203,445
Net income (loss) available to common shareholders . . . . . . . . . ¥ (222,050) ¥
190,941
¥
¥
823,002
¥ 415,155
¥ 363,511
815,021
¥ 408,318
¥ 156,842
Amounts per share:
Basic earnings (loss) per common share—income (loss) from
continuing operations available to common shareholders
before cumulative effect of a change in accounting
principle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥(41,681.79) ¥ 31,900.86
¥128,044.42
¥62,637.96
¥19,398.62
Basic earnings (loss) per common share—net income (loss)
available to common shareholders . . . . . . . . . . . . . . . . . . . . .
Diluted earnings (loss) per common share—income (loss) from
continuing operations available to common shareholders
before cumulative effect of a change in accounting
principle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings (loss) per common share—net income (loss)
available to common shareholders . . . . . . . . . . . . . . . . . . . . .
Number of shares used to calculate basic earnings per common
share (in thousands) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Number of shares used to calculate diluted earnings per
common share (in thousands) . . . . . . . . . . . . . . . . . . . . . . . . .
(39,976.55)
33,991.75
128,350.88
62,717.21
19,313.78
(41,681.79)
29,161.52
124,735.34
62,397.57
19,036.71
(39,976.55)
31,164.84
125,033.96
62,476.76
18,951.87
5,555
5,555
5,617
6,350
6,510
8,121
5,863(2)
6,517(3)
6,516(3)
8,121(4)
Cash dividends per share declared during the fiscal year:
— Common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 4,127.63
33.21
— Preferred share (Class 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 41,250.00
331.99
— Preferred share (Class 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 8,100.00
64.99
—
—
— Preferred share (Class 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
6,000.00
¥
$
50.26
¥123,750.00
$
1,024.65
¥ 24,300.00
201.20
$
—
—
4,000.00
¥
$
33.41
¥ 82,500.00
$
725.09
¥ 16,200.00
142.38
$
—
—
¥ 6,000.00
$
55.46
¥82,500.00
$
772.49
¥ 8,100.00
74.88
$
¥ 9,000.00
$
79.30
¥41,250.00
374.08
$
—
—
— ¥37,069.00
312.99
— $
2002
2003
2004
2005
2006
At March 31,
Balance sheet data:
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans, net of allowance for credit losses . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital stock(5)
¥94,360,925
48,355,954
91,738,617
63,448,891
5,183,841
2,622,308
973,156
¥96,537,404
46,928,860
93,978,776
67,096,271
5,159,132
2,558,628
1,084,708
(in millions)
¥103,699,099
47,469,598
99,854,128
69,854,507
5,659,877
3,844,971
1,084,708
¥108,422,100
50,164,144
104,049,003
71,143,099
5,981,747
4,373,097
1,084,708
¥186,219,447
94,494,608
176,551,294
126,639,931
13,889,525
9,668,153
1,084,708
5
2002
2003
2004
2005
2006
Fiscal years ended March 31,
Other financial data:
Average balances:
(unaudited)
(in millions, except percentages)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
Interest-earning assets . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing liabilities . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . .
¥84,898,829
78,551,124
92,365,532
3,035,140
¥86,083,365
79,523,577
95,478,978
2,432,279
¥ 90,653,495
84,860,252
102,827,850
3,289,783
¥ 99,282,143
92,226,818
110,829,406
3,880,044
¥135,385,329
118,120,185
159,347,769
7,106,910
Return on equity and assets:
Net income (loss) available to common shareholders as
a percentage of total average assets . . . . . . . . . . . . . .
Net income (loss) available to common shareholders as
a percentage of total average shareholders’ equity . .
Dividends per common share as a percentage of basic
earnings per common share . . . . . . . . . . . . . . . . . . . .
Total average shareholders’ equity as a percentage of
total average assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net interest income as a percentage of total average
interest-earning assets . . . . . . . . . . . . . . . . . . . . . . . .
Credit quality data:
Allowance for credit losses . . . . . . . . . . . . . . . . . . . . . .
Allowance for credit losses as a percentage of loans . . .
Nonaccrual and restructured loans, and accruing loans
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(0.24)%
(7.32)%
0.20%
7.85%
—(6)
17.65%
3.29%
1.26%
2.55%
1.21%
0.79%
0.37%
24.77%
10.52%
3.12%
3.20%
1.10%
9.57%
3.50%
0.98%
0.10%
2.21%
46.60%
4.46%
1.22%
¥ 1,735,180
¥ 1,360,136
¥
888,120
¥
739,872
¥
1,012,227
3.46%
2.82%
1.84%
1.45%
1.06%
contractually past due 90 days or more . . . . . . . . . . .
¥ 4,164,982
¥ 2,753,026
¥
1,730,993
¥
1,285,204
¥
2,044,678
Nonaccrual and restructured loans, and accruing loans
contractually past due 90 days or more as a
percentage of loans . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for credit losses as a percentage of
nonaccrual and restructured loans, and accruing
loans contractually past due 90 days or more . . . . . .
Net loan charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.31%
5.70%
3.58%
2.52%
2.14%
41.66%
49.41%
51.31%
57.57%
49.51%
¥
604,008
¥
814,811
¥
336,876
¥
260,622
¥
136,135
Net loan charge-offs as a percentage of average
loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average interest rate spread . . . . . . . . . . . . . . . . . . . . . .
Risk-adjusted capital ratio calculated under Japanese
GAAP(7)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
1.24%
1.17%
1.64%
1.15%
0.69%
1.06%
0.51%
0.94%
0.19%
1.12%
10.30%
10.84%
12.95%
11.76%
12.20%
Notes:
(1) Effective April 1, 2001, we adopted Statement of Financial Accounting Standards, or SFAS, No. 133, “Accounting for Derivative
(2)
Instruments and Hedging Activities,” as amended by SFAS No. 137 and SFAS No. 138. On April 1, 2002, we adopted SFAS No. 142,
“Goodwill and Other Intangible Assets.” Effective April 1, 2004, we adopted Financial Accounting Standards Board Interpretation, or
FIN, No. 46 (revised December 2003), “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51.” Effective
March 31, 2006, we adopted FIN No. 47, “Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB
Statement No. 143.”
Includes the common shares potentially issuable pursuant to the 3% exchangeable guaranteed notes due 2002 and Class 2 Preferred
Stock. The 3% exchangeable guaranteed notes due 2002 were redeemed in November 2002.
Includes the common shares potentially issuable by conversion of the Class 2 Preferred Stock.
Includes the common shares potentially issuable by conversion of the Class 11 Preferred Stock.
(3)
(4)
(5) Amounts include common shares and convertible Class 2 Preferred Stock. Redeemable Class 1 and Class 3 Preferred Stock are excluded.
(6) Percentages against basic loss per common share have not been presented because such information is not meaningful.
(7) Risk-adjusted capital ratios have been calculated in accordance with Japanese banking regulations, based on information derived from
our consolidated financial statements prepared in accordance with Japanese GAAP.
6
Exchange Rate Information
The tables below set forth, for each period indicated, the noon buying rate in New York City for cable
transfers in Japanese yen as certified for customs purposes by the Federal Reserve Bank of New York, expressed
in Japanese yen per $1.00. On September 26, 2006, the noon buying rate was $1.00 equals ¥117.16 and the
inverse noon buying rate was ¥100 equals $0.85.
March
April
May
June
July
August
September(1)
Year 2006
High . . . . . . . . . . . . . . . . . . . . . . . . .
Low . . . . . . . . . . . . . . . . . . . . . . . . .
¥119.07
115.89
¥118.66
113.79
¥113.46
110.07
¥116.42
111.66
¥117.44
113.97
¥117.35
114.21
¥118.02
116.04
(1) Period from September 1 to September 26.
Average (of month-end rates)
. . . . . . . . . . . . . . . . . . . . . . . .
¥125.64
¥121.10
¥112.75
¥107.28
¥113.67
Fiscal year ended March 31,
2002
2003
2004
2005
2006
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. RISK FACTORS
Investing in our securities involves a high degree of risk. You should carefully consider the risks described
below as well as all the other information presented in this Annual Report, including our consolidated financial
statements and related notes, “Item 5. Operating and Financial Review and Prospects,” “Item 11. Quantitative
and Qualitative Disclosures about Credit, Market and Other Risk” and “Selected Statistical Data.”
Our business, operating results and financial condition could be materially adversely affected by any of the
factors discussed below. The trading price of our securities could decline due to any of these factors. This Annual
Report 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 “Forward-looking Statements.”
Risks Relating to Our Business
We may have difficulty integrating our business and operations with those previously operated by the
UFJ Group and, as a result, may have difficulty achieving the benefits expected from the integration.
Although the merger with UFJ Holdings was completed in October 2005, our ability to realize fully the
growth opportunities and other expected benefits of the merger depends in part on the continued successful
integration of the domestic branch and subsidiary network, head office functions, information and management
systems, personnel and customer base and other resources and aspects of the two financial groups. To realize the
anticipated benefits of the merger, we are currently implementing a business integration plan that is complex,
time-consuming and costly. Achieving the targeted revenue synergies and cost savings is dependent on the
continued successful implementation of the integration plan. Risks to the continued successful completion of the
ongoing integration process include:
•
•
potential disruptions of our ongoing business and the distraction of our management;
delays or other difficulties in coordinating, consolidating and integrating the domestic branch and
subsidiary networks, head office functions, information and management systems, and customer
7
products and services of the two groups, which may prevent us from enhancing the convenience and
efficiency of our domestic branch and subsidiary network and operational systems as planned;
impairment of relationships with customers, employees and strategic partners;
corporate cultural or other difficulties in integrating our management, key employees and other
personnel with those of the UFJ group;
unanticipated difficulties in identifying and streamlining redundant operations and assets;
delays, increased costs or other problems in transitioning relevant operations and facilities smoothly to a
common information technology system;
unanticipated asset-quality problems in our asset portfolio that may cause significant losses on write-
downs or require additional allowances to be established; and
unanticipated expenses related to the ongoing integration process.
•
•
•
•
•
•
We may not succeed in addressing these risks or other problems encountered in the ongoing integration
process. The merger between our two bank subsidiaries, The Bank of Tokyo-Mitsubishi, Ltd. and UFJ Bank
Limited, was implemented on January 1, 2006 after being postponed from October 1, 2005 to enable additional
testing of the two banks’ systems intended to minimize risks arising from the merger. We have set the objective
of commencing the transfer to our commercial bank subsidiary’s new IT system from the first half of 2008. The
transfer to Mitsubishi UFJ Trust and Banking Corporation’s new system is expected to be effectively completed
during the fiscal year ending March 31, 2008.
Significant or unexpected costs may be incurred during the ongoing integration process, preventing us from
achieving the previously announced cost reduction targets as scheduled or at all. In addition, previously expected
revenue synergies may not materialize in the expected time period if we fail to address any problems that arise in
the ongoing integration process. If we are unable to resolve smoothly any problems that arise in the ongoing
integration process, our business, results of operations, financial condition and stock price may be materially and
adversely affected. For additional information on the merger with UFJ Holdings, see “Item 4.B. Business
Overview.”
Significant costs have been and will continue to be incurred in the course of the ongoing integration
process.
We have incurred and expect to incur significant costs related to the ongoing integration of our business
with that of the UFJ group. We will incur, for the first few years following the merger, significant expenses to
close overlapping branches and subsidiaries and to integrate IT systems and other operations. Additional
litigation-related costs may also be incurred as a result of the civil suit brought by Sumitomo Trust & Banking
Co., Ltd. against UFJ Holdings in October 2004, following a failed negotiation over a proposed business transfer,
or any other litigation that may arise in connection with the merger. In February 2006, the Tokyo District Court
rendered a judgment denying Sumitomo Trust’s claim for damages, and Sumitomo Trust has appealed the ruling
to the Tokyo High Court. The next round of oral arguments is scheduled to be held in October 2006. We may
also incur additional unanticipated expenses in connection with the integration of the operations, information
systems, domestic branch office network and personnel of the two groups.
We may suffer additional losses in the future due to problem loans.
We suffered from asset quality problems beginning in the early 1990s. Despite our progress in reducing the
level of our problem loans, a number of borrowers are still facing challenging circumstances. Additionally, our
consumer lending exposure has increased significantly due to the merger with UFJ Holdings. Our problem loans
and credit-related expenses could increase if:
•
•
current restructuring plans of borrowers are not successfully implemented;
additional large borrowers become insolvent or must be restructured;
8
•
•
•
•
•
economic conditions in Japan deteriorate;
real estate or stock prices in Japan decline;
the rate of corporate bankruptcies in Japan or elsewhere in the world rises;
additional economic problems arise elsewhere in the world; or
the global economic environment deteriorates generally.
An increase in problem loans and credit-related expenses would adversely affect our results of operations,
weaken our financial condition and erode our capital base. Credit losses may increase if we elect, or are forced by
economic or other considerations, to sell or write off our problem loans at a larger discount, in a larger amount or
in a different time or manner than we may otherwise want.
Our allowance for credit losses may be insufficient to cover future loan losses.
Our allowance for credit losses in our loan portfolios is based on evaluations, assumptions and estimates
about customers, the value of collateral and the economy as a whole. Our loan losses could prove to be materially
different from the estimates and could materially exceed these allowances. If actual loan losses are higher than
those currently expected, the current allowances for credit losses will be insufficient. We may incur credit losses
or have to provide for additional allowance for credit losses if:
•
•
•
economic conditions, either generally or in particular industries in which large borrowers operate,
deteriorate;
the standards for establishing allowances change, causing us to change some of the evaluations,
assumptions and estimates used in determining the allowances;
the value of collateral we hold declines; or
• we are adversely affected by other factors to an extent that is worse than anticipated.
For a detailed discussion of our allowance policy and the historical trend of allowances for credit losses, see
“Item 5.A. Operating and Financial Review and Prospects—Operating Results—Critical Accounting Estimates—
Allowance for Credit Losses” and “Item 5.B. Operating and Financial Review and Prospects—Liquidity and
Capital Resources—Financial Condition—Allowance for Credit Losses, Nonperforming and Past Due Loans.”
The credit quality of our loan portfolio may be adversely affected by the continuing financial difficulties
facing some companies operating in the Japanese real estate, trading, wholesale and retail, and
manufacturing sectors.
We have large exposures to some borrowers in the Japanese real estate, trading, wholesale and retail, and
manufacturing sectors, and are thus exposed to the ongoing financial difficulties faced by some borrowers
operating in those sectors. Some of the companies in these sectors to which we extended credit are exposed to
ongoing financial difficulties and they may be in restructuring negotiations or considering whether to seek
corporate reorganization or other insolvency protection. If these companies are unsuccessful in their restructuring
efforts due to continuing financial and operational difficulties or other factors or are otherwise forced to seek
corporate reorganization or other insolvency protection, or if other lenders discontinue or decrease their financial
support to these companies for any reason, there may be further significant deterioration in the credit quality of
our loan portfolio, which would expose us to further loan losses. For a detailed discussion of our exposure to
these sectors, see “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources—
Financial Condition—Allowance for Credit Losses, Nonperforming and Past Due Loans” and “Selected
Statistical Data—Loan Portfolio.”
9
Our exposure to troubled borrowers may increase, and our recoveries from these borrowers may be lower
than expected.
We may provide additional loans, equity capital or other forms of support to troubled borrowers in order to
facilitate their restructuring and revitalization efforts. We may forbear from exercising some or all of our rights
as a creditor against them, and we may forgive loans to them in conjunction with their debt restructuring. We
may take these steps even when our legal rights might permit us to take stronger action against the borrower and
even when others might take stronger action against the borrower to maximize recovery or to reduce exposure in
the short term. We may provide support to troubled borrowers for various reasons, including any of the following
reasons arising from Japan’s business environment and customs:
•
•
•
political or regulatory considerations;
reluctance to push a major client into default or bankruptcy or to disrupt a restructuring plan supported
by other lenders; and
a perceived responsibility for the obligations of our affiliated and associated companies, as well as
companies with which we have historical links or other long-standing relationships.
These practices may substantially increase our exposure to troubled borrowers and increase our losses.
We may experience losses because our remedies for credit defaults by borrowers are limited.
We may not be able to realize the value of the collateral we hold or enforce our rights against defaulting
customers because of:
•
•
•
the difficulty of foreclosing on collateral in Japan;
the illiquidity of and depressed values in the Japanese real estate market; and
the depressed values of pledged securities held as collateral.
Corporate credibility issues among our borrowers could increase our problem loans or otherwise
negatively affect our results of operations.
During the past few years, high-profile bankruptcy filings and reports of past accounting or disclosure
irregularities, including fraud, in the United States, Japan and other countries have raised corporate credibility
issues, particularly with respect to public companies. In response to these developments and regulatory responses
to these developments in the United States, Japan and elsewhere, regulators, auditors and corporate managers
generally have begun to review financial statements more thoroughly and conservatively. As a result, additional
accounting irregularities and corporate governance issues may be uncovered and bring about additional
bankruptcy filings and regulatory action in the United States, Japan and elsewhere. Such developments could
increase our credit costs if they directly involve our borrowers or indirectly affect our borrowers’ credit.
Our business may be adversely affected by negative developments with respect to other Japanese
financial institutions, both directly and through the effect they may have on the overall Japanese banking
environment and on their borrowers.
Some Japanese financial institutions, including banks, non-bank lending and credit institutions, affiliates of
securities companies and insurance companies, are still experiencing declining asset quality and capital adequacy
and other financial problems. This may lead to severe liquidity and solvency problems, which have in the past
resulted in the liquidation, government control or restructuring of affected institutions. The continued financial
difficulties of other financial institutions could adversely affect us because:
• we extended loans, some of which are classified as nonaccrual and restructured loans, to banks and
other financial institutions that are not our consolidated subsidiaries;
• we are a shareholder of some other banks and financial institutions that are not our consolidated
subsidiaries;
10
• we may be requested to participate in providing assistance to support distressed financial institutions
that are not our consolidated subsidiaries;
•
•
•
•
if the government takes control of major financial institutions, we will become a direct competitor of
government-controlled financial institutions and may be at a competitive disadvantage if the Japanese
government provides regulatory, tax, funding or other benefits to those financial institutions to
strengthen their capital, facilitate their sale or otherwise;
deposit insurance premiums could rise if deposit insurance funds prove to be inadequate;
bankruptcies or government support or control of financial institutions could generally undermine
depositor confidence or adversely affect the overall banking environment; and
negative media coverage of the Japanese banking industry, regardless of its accuracy and applicability to
us, could affect customer or investor sentiment, harm our reputation and have a materially adverse effect
on our business or stock price.
If the goodwill recorded in connection with the merger with UFJ Holdings becomes impaired, we may be
required to record impairment charges, which may adversely affect our financial results and the price of our
securities.
In accordance with US GAAP, we have accounted for the merger with UFJ Holdings using the purchase
method of accounting. We allocated the total purchase price to our assets and liabilities based on the
proportionate share of the fair values of those assets and liabilities. We will incur additional amortization expense
over the estimated useful lives of certain of the identifiable intangible assets acquired in connection with the
transaction. In addition, we recorded the excess of the purchase price over the fair values of UFJ Holdings’ assets
and liabilities as goodwill. If the recorded goodwill becomes impaired, we will be required to incur material
charges relating to the impairment of goodwill. If we do not achieve the anticipated benefits of the merger, we
may be required to record impairment charges relating to the recorded goodwill and our financial results and the
price of our securities could be adversely affected.
We may experience difficulties implementing effective internal controls.
In order to operate as a global financial institution, it is essential for us to have effective internal controls,
corporate compliance functions, and accounting systems to manage our assets and operations. Moreover, under
the U.S. Sarbanes-Oxley Act of 2002, which applies by reason of our status as an SEC reporting company, we
are required to establish internal control over our financial reporting and management is required to assess the
effectiveness of internal control over financial reporting and disclose whether such internal control is effective
beginning from our fiscal year ending March 31, 2007. Our auditors must also conduct an audit to evaluate
management’s assessment of the effectiveness of the internal control over financial reporting, and then render an
opinion on our assessment and the effectiveness of our internal control over financial reporting. For the fiscal
year ended March 31, 2006, our independent registered public accounting firm reported that they had identified
errors in our initial US GAAP adjusting journal entries and concluded that those errors indicate material
weaknesses in control activities, risk assessment, and monitoring activities in the US GAAP conversion
processes. Management assessed by itself the auditor’s findings in connection with the errors in the initial US
GAAP adjusting journal entries and concluded that there were material weaknesses in our internal control over
financial reporting with respect to the US GAAP conversion processes. We are in the process of adopting and
implementing remedial measures designed to address the issues identified by our auditor and expect to have the
material remedial measures in place by March 2007.
Designing and implementing an effective system of internal controls capable of monitoring and managing
our business and operations represents a significant challenge. Our internal control framework needs to have the
ability to identify and prevent similar occurrences on a group-wide basis. The design and implementation of
internal controls may require significant management and human resources, and result in considerable costs. In
11
addition, as a result of unanticipated issues, we may need to take a permitted scope limitation on our assessment
of internal control over financial reporting, may report material weaknesses in our internal control over financial
reporting or may be unable to assert that our internal control over financial reporting is effective. If such
circumstances arise, it could adversely affect the market’s perception of us.
We may be adversely affected if economic conditions in Japan worsen.
Since the early 1990s, the Japanese economy has performed poorly due to a number of factors, including
weak consumer spending and lower capital investment by Japanese companies, causing a large number of
corporate bankruptcies and the failure of several major financial institutions. Although some economic indicators
and stock prices continued to improve during the fiscal year ended March 31, 2006, if the economy weakens,
then our earnings and credit quality may be adversely affected. For a discussion of Japan’s current economic
environment, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Business
Environment—Economic Environment in Japan.”
Changes in interest rate policy, particularly unexpected or sudden increases in interest rates, could
adversely affect the value of our bond and financial derivative portfolios, problem loans and results of
operations.
We hold a significant amount of Japanese government bonds and foreign bonds, including U.S. Treasury
bonds. We also hold a large financial derivative portfolio, consisting primarily of interest-rate futures, swaps and
options, for our asset liability management. An increase in relevant interest rates, particularly if such increase is
unexpected or sudden, may negatively affect the value of our bond portfolios and reduce the so called “spread,”
which is the difference between the rate of interest earned and the rate of interest paid. In addition, an increase in
relevant interest rates may increase losses on our derivative portfolio and increase our problem loans as some
borrowers may not be able to meet the increased interest payment requirements, thereby adversely affecting our
results of operations and financial condition.
For a detailed discussion of our bond portfolio, see “Selected Statistical Data—Investment Portfolio.”
We may not be able to maintain our capital ratios above minimum required levels, which could result in
the suspension of some or all of our operations.
We, as a holding company, and our Japanese subsidiary banks, are required to maintain risk-weighted
capital ratios above the levels specified in the capital adequacy guidelines of the Financial Services Agency. The
capital ratios are calculated in accordance with Japanese banking regulations based on information derived from
the relevant entity’s financial statements prepared in accordance with Japanese GAAP. Our subsidiaries in
California, UnionBanCal Corporation and Union Bank of California, N.A., referred to collectively as UNBC, are
subject to similar U.S. capital adequacy guidelines. We or our subsidiary banks may be unable to continue to
satisfy the capital adequacy requirements because of:
•
•
•
•
•
•
credit costs we or our subsidiary banks may incur as we or our subsidiary banks dispose of problem
loans and remove impaired assets from our balance sheets;
credit costs we or our subsidiary banks may incur due to losses from a future deterioration in asset
quality;
a reduction in the value of our or our subsidiary banks’ deferred tax assets;
changes in accounting rules or in the guidelines regarding the calculation of bank holding companies’ or
banks’ capital ratios;
declines in the value of our or our subsidiary banks’ securities portfolio;
our or our subsidiary banks’ inability to refinance subordinated debt obligations with equally
subordinated debt;
12
•
•
adverse changes in foreign currency exchange rates; or
other adverse developments discussed in these risk factors.
If our capital ratios fall below required levels, the Financial Services Agency could require us to take a
variety of corrective actions, including withdrawal from all international operations or suspension of all or part of
our business operations. For a discussion of our capital ratios and the related regulatory guidelines, see “Item
4.B. Information on the Company—Business Overview—Supervision and Regulation—Japan—Capital
Adequacy” and “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources—
Capital Adequacy.”
Our capital ratios may also be negatively affected by regulatory changes.
Several proposed regulatory changes could have an adverse impact on our capital ratios. For example, in
December 2005, the Financial Services Agency promulgated revised capital adequacy guidelines, effective
March 31, 2006, that will limit the portion of Tier I capital that can be comprised of deferred tax assets. The
revised restrictions are targeted at major Japanese banks and their holding companies, which will include us and
our subsidiary banks. The limit has been set at 40% for the fiscal year ended March 31, 2006. It will be lowered
to 30% for the fiscal year ending March 31, 2007 and to 20% for the fiscal year ending March 31, 2008. The
imposition of such limits may reduce our regulatory capital, perhaps materially. As of March 31, 2006, our net
deferred tax assets amounted to ¥623.2 billion under Japanese GAAP, or approximately 8.3% of the amount of
our Tier I capital of ¥7,501.7 billion calculated in accordance with Japanese GAAP as required by the Financial
Services Agency.
In addition, effective March 31, 2003, the Financial Services Agency strongly suggested that major banks
calculate loan loss reserves for certain impaired loans by analyzing the projected cash flows from those loan assets,
discounted to present value, instead of basing reserves on historical loan loss data. We employed a methodology to
calculate loan loss reserves for these credits based on their estimated cash flows. However, if in the future the
Financial Services Agency adopts a calculation methodology that is different from the methodology we employed,
the size of our allowance for loan losses under Japanese GAAP could increase. Because capital ratios are calculated
under Japanese GAAP, this change may materially reduce our capital ratios.
In addition to the revised capital adequacy guidelines described above, further regulatory changes are
expected based on the new framework relating to regulatory capital requirements that were established by the
Basel Committee on Banking Supervision and endorsed by the central bank governors and the heads of bank
supervisory authorities of the Group of Ten (G10) countries in June 2004. The Financial Services Agency issued
revised rules for the new capital adequacy framework in March 2006, which will become effective (with certain
exceptions) for the fiscal year ending March 31, 2007. At this stage, we are evaluating how the revised rules will
affect our capital ratios and the impact of these rules on other aspects of our operations.
Our results of operations and capital ratios will be negatively affected if we are required to reduce our
deferred tax assets.
We and our Japanese subsidiary banks determine the amount of net deferred tax assets and regulatory capital
pursuant to Japanese GAAP and Japanese banking regulations, which differ from US GAAP and U.S. regulations.
Currently, Japanese GAAP generally permits the establishment of deferred tax assets for tax benefits that are
expected to be realized during a period that is reasonably foreseeable, generally five fiscal years. The calculation of
deferred tax assets under Japanese GAAP is based upon various assumptions, including assumptions with respect to
future taxable income. Actual results may differ significantly from these assumptions. Even if our ability to include
deferred tax assets in regulatory capital is not affected by rule changes that became effective starting March 31,
2006 (see “—Our capital ratios may also be negatively affected by regulatory changes above), if we conclude, based
on our projections of future taxable income, that we or our Japanese bank subsidiaries will be unable to realize a
portion of the deferred tax assets, our deferred tax assets may be reduced and, as a result, our results of operations
may be negatively affected and our capital ratios may decline.
13
We may not be able to refinance our subordinated debt obligations with equally subordinated debt, and as
a result our capital ratios may be adversely affected.
As of March 31, 2006, subordinated debt accounted for approximately 28.1% of our total regulatory capital,
27.8% of The Bank of Tokyo-Mitsubishi UFJ Ltd.’s total regulatory capital, and 28.2% of Mitsubishi UFJ Trust
and Banking Corporation’s total regulatory capital, in each case, as calculated under Japanese GAAP. We or our
subsidiary banks may not be able to refinance our subordinated debt obligations with equally subordinated debt.
The failure to refinance these subordinated debt obligations with equally subordinated debt may reduce our total
regulatory capital and, as a result, negatively affect our capital ratios.
Proposed government reforms seeking to restrict maximum interest rates may adversely affect our
consumer lending business.
We have a large loan portfolio to the consumer lending industry as well as large shareholdings of consumer
finance companies. The Japanese government is contemplating the implementation of regulatory reforms
targeting the consumer lending industry. Media reports indicate that lawmakers are considering proposals to
reduce the maximum permissible interest rate under the Investment Deposit and Interest Rate Law, which is
currently 29.2% per annum, to the lower limits (15-20% per annum) set by the Interest Rate Restriction Law.
Under the current system, lenders that satisfy certain conditions can charge interest rates exceeding the
limits set by the Interest Rate Restriction Law, provided such higher interest rates do not exceed the limits
stipulated by the Investment Deposit and Interest Rate Law. Accordingly, some of our consumer finance
subsidiaries currently offer loans at interest rates above the Interest Rate Restriction Law. Under the proposed
reforms, however, all interest rates would be subject to the lower limits imposed by Interest Rate Restriction
Law, which may in turn compel loan companies to lower the interest rates they charge borrowers. The
government is also considering the appropriate treatment of transition periods and small-amount or short-term
loans. The imposition of these proposed reforms and any other regulatory developments that potentially lower
maximum permissible interest rates may adversely affect the operations and financial condition of our
subsidiaries, other affiliated entities and borrowers which are engaged in consuming lending, which in turn may
affect the value of our related shareholdings and loan portfolio. Additionally, the proposed reforms may
negatively affect market perception of our consumer lending operations, thereby adversely affecting the financial
results from those operations.
If the Japanese stock market declines 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. The market values of these securities are volatile.
For example, the Nikkei 225 stock average declined to a 20-year low of ¥7,607.88 in April 2003 and has since
recovered to ¥17,059.66 at March 31, 2006. As of August 31, 2006, the Nikkei 225 stock average was
¥16,140.76. We will incur losses on our securities portfolio if the Japanese stock market declines in the future.
Material declines in the Japanese stock market may also materially adversely affect our capital ratios. For a
detailed discussion of our holdings of marketable equity securities and the effect of market declines on our
capital ratios, see “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources—
Capital Adequacy” and “Selected Statistical Data—Investment Portfolio.”
Our efforts to reduce our holdings of equity securities may adversely affect our relationships with
customers as well as our stock price, and we could also be forced to sell some holdings of equity securities at
prices lower than we would otherwise sell at in order to remain compliant with relevant Japanese laws.
Like many Japanese financial institutions, a substantial portion of our equity securities portfolio is held for
strategic and business-relationship purposes. In November 2001, the Japanese government enacted a law
forbidding bank holding companies and banks, including us and our bank subsidiaries, from holding, after
September 30, 2006, stock with an aggregate value that exceeds their adjusted Tier I capital. Additionally,
Japanese banks are also generally prohibited by the Banking Law and the Anti-Monopoly Law of Japan from
14
purchasing or holding more than 5% of the equity interest in any domestic third party. In order to comply with
this requirement after the merger with UFJ Holdings, we are required to sell some holdings of equity securities
within five years from the date of the merger so that our holdings do not exceed this 5% threshold.
The sale of equity securities, whether to remain compliant with the prohibition on holding stock in excess of
our adjusted Tier I capital, to reduce our risk exposure to fluctuations in equity security prices, to comply with the
requirements of the Banking Law and the Anti-Monopoly Law or otherwise, will reduce our strategic shareholdings,
which may have an adverse effect on relationships with our customers. In addition, our plans to reduce our strategic
shareholdings may encourage some of our customers to sell their shares of our common stock, which may have a
negative impact on our stock price. In order to remain compliant with the legal requirements described above, we
may also sell some equity securities at prices lower than we would otherwise sell at.
Our trading and investment activities expose us to interest rate, exchange rate and other risks.
We undertake extensive trading and investment activities involving a variety of financial instruments,
including derivatives. Our income from these activities is subject to volatility caused by, among other things,
changes in interest rates, foreign currency exchange rates and equity and debt prices. For example:
•
•
increases in interest rates may have an adverse effect on the value of our fixed income securities
portfolio, as discussed in—Changes in interest rate policy, particularly unexpected or sudden increases
in interest rates, could adversely affect the value of our bond portfolio, problem loans and results of
operations above; and
the strengthening of the yen against the US dollar and other foreign currencies will reduce the value of
our substantial portfolio of foreign currency denominated investments.
In addition, downgrades of the credit ratings of some of the fixed income securities in our portfolio could
negatively affect our results of operations. Our results of operations and financial condition are exposed to the
risks of loss associated with these activities. For a discussion of our investment portfolio and related risks see
“Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Financial
Condition—Investment Portfolio” and “Item 11. Quantitative and Qualitative Disclosures about Credit, Market
and Other Risk.”
A downgrade of our credit ratings could have a negative effect on our business.
A downgrade of our credit ratings by one or more of the credit rating agencies could have a negative effect
on our treasury operations and other aspects of our business. In the event of a downgrade of our credit ratings,
our treasury business unit may have to accept less favorable terms in our transactions with counterparties,
including capital raising activities, or may be unable to enter into some transactions. This could have a negative
impact on the profitability of our treasury and other operations and adversely affect our results of operations and
financial condition.
We may not be able to achieve the goals of our business strategies.
We currently plan to pursue various business strategies to improve our profitability. In addition to the risks
associated with the merger, there are various other risks that could adversely impact our ability to achieve our
business objectives. For example:
• we may be unable to cross-sell our products and services as effectively as anticipated;
• we may have difficulty in coordinating the operations of our subsidiaries and affiliates as planned due to
legal restrictions, internal conflict or market resistance;
• we may lose customers and business as some of our subsidiaries’ or affiliates’ operations are
reorganized and, in some cases, rebranded;
•
our efforts to streamline operations may require more time than expected and cause some negative
reactions from customers;
15
•
new products and services we introduce may not gain acceptance among customers; and
• we may have difficulty developing and operating the necessary information systems.
We are exposed to new or increased risks as we expand the range of our products and services.
As we expand the range of our products and services beyond our traditional banking and trust businesses
and as the sophistication of financial products and management systems grows, we will be exposed to new and
increasingly complex risks. We may have only limited experience with the risks related to the expanded range of
these products and services. To the extent we expand our product and service offerings through acquisitions, we
face risks relating to the integration of acquired businesses with our existing operations. Moreover, some of the
activities that our subsidiaries are expected to engage in, such as derivatives and foreign currency trading, present
substantial risks. Our risk management systems may prove to be inadequate and may not work in all cases or to
the degree required. As a result, we are subject to substantial market, credit and other risks in relation to the
expanding scope of our products, services and trading activities, which could result in us incurring substantial
losses. In addition, our efforts to offer new services and products may not succeed if product or market
opportunities develop more slowly than expected or if the profitability of opportunities is undermined by
competitive pressures. For a detailed discussion of our risk management systems, see “Item 11. Quantitative and
Qualitative Disclosure about Credit, Market and Other Risk.”
Any adverse changes in UNBC’s business could significantly affect our results of operations.
UNBC contributes a significant portion of our net income. Any adverse change in the business or operations
of UNBC could significantly affect our results of operations. Factors that could negatively affect UNBC’s results
include adverse economic conditions in California, including the decline in the technology sector, the state
government’s financial condition, a potential downturn in the real estate and housing industries in California,
substantial competition in the California banking market, growing uncertainty over the U.S. economy due to the
threat of terrorist attacks, fluctuating oil prices and rising interest rates, negative trends in debt ratings and
additional costs which may arise from enterprise-wide compliance with applicable laws and regulations such as
the U.S. Bank Secrecy Act and related amendments under the USA PATRIOT Act. For a detailed segment
discussion relating to UNBC, see “Item 5.A. Operating and Financial Review and Prospects—Operating
Results—Business Segment Analysis.”
We are exposed to substantial credit and market risks in Asia, Latin America and other regions.
We are active in Asia, Latin America, Eastern Europe and other regions through a network of branches and
subsidiaries and are thus exposed to a variety of credit and market risks associated with countries in these
regions. A decline in the value of Asian, Latin American or other relevant currencies could adversely affect the
creditworthiness of some of our borrowers in those regions. For example, the loans we made to Asian, Latin
American, Eastern European and other overseas borrowers and banks are often denominated in yen, US dollars
or other foreign currencies. These borrowers often do not hedge the loans to protect against fluctuations in the
values of local currencies. A devaluation of the local currency would make it more difficult for a borrower
earning income in that currency to pay its debts to us and other foreign lenders. In addition, some countries in
which we operate may attempt to support the value of their currencies by raising domestic interest rates. If this
happens, the borrowers in these countries would have to devote more of their resources to repaying their
domestic obligations, which may adversely affect their ability to repay their debts to us and other foreign lenders.
The limited credit availability resulting from these and related conditions may adversely affect economic
conditions in some countries. This could cause a further deterioration of the credit quality of borrowers and banks
in those countries and cause us to incur further losses. In addition, we are active in other regions that expose us to
risks similar to the risks described above and also risks specific to those regions, which may cause us to incur
losses or suffer other adverse effects. For a more detailed discussion of our credit exposure to Asian, Latin
American, Eastern European and other relevant countries, see “Item 5.B. Operating and Financial Review and
Prospects—Liquidity and Capital Resources—Financial Condition—Allowance for Credit Losses,
Nonperforming and Past Due Loans.”
16
Our income and expenses relating to our international operations, as well as our foreign assets and
liabilities, are exposed to foreign currency fluctuations.
Our international operations are subject to fluctuations in foreign currency exchange rates against the
Japanese yen. When the yen appreciates, yen amounts for transactions denominated in foreign currencies,
including a substantial portion of UNBC’s transactions, decline. In addition, a portion of our assets and liabilities
is denominated in foreign currencies. To the extent that our foreign currency denominated assets and liabilities
are not matched in the same currency or appropriately hedged, fluctuations in foreign currency exchange rates
against the yen may adversely affect our financial condition, including our capital ratios. In addition, fluctuations
in foreign exchange rates will create foreign currency translation gains or losses. For a historical discussion of the
effect of changes in foreign currency exchange rates, see “Item 5.A. Operating and Financial Review and
Prospects—Operating Results—Effect of the Change in Exchange Rates on Foreign Currency Translation.”
Losses relating to our pension plans and a decline in returns on our plan assets may negatively affect our
results of operations and financial condition.
We may incur losses if the fair value of our pension plans’ assets declines, if the rate of return on our
pension assets declines or if there is a change in the actuarial assumptions on which the calculations of the
projected benefit obligations are based. We may also experience unrecognized service costs in the future due to
amendments to existing pension plans. Changes in the interest rate environment and other factors may also
adversely affect the amount of unfunded pension obligations and the resulting annual amortization expense.
Additionally, the assumptions used in the computation of future pension expenses may not remain constant.
We may have to compensate for losses in our loan trusts and money in trusts. This could have a negative
effect on our results of operations.
Our trust bank subsidiary may have to compensate for losses of principal of all loan trusts and some money
in trusts. Funds in those guaranteed trusts are generally invested in loans and securities. If the amount of assets
and reserves held in the guaranteed trusts falls below the principal as a result of loan losses, losses in the
investment portfolio or otherwise, it would adversely affect our results of operations.
Our information systems and other aspects of our business and operations are exposed to various system,
political and social risks.
As a major financial institution, our information systems and other aspects of our business and operations
are exposed to various system, political and social risks beyond our control. Incidents such as disruptions of the
Internet and other information networks due to major virus outbreaks, major terrorist activity such as the July
2005 London attacks, serious political instability and major health epidemics such as the outbreak of severe acute
respiratory syndrome, or SARS, have the potential to directly affect our business and operations by disrupting
our operational infrastructure or internal systems. Such incidents may also negatively impact the economic
conditions, political regimes and social infrastructure of countries and regions in which we operate, and possibly
the global economy as a whole. Our risk management policies and procedures may be insufficient to address
these and other large-scale unanticipated risks.
In particular, the capacity and reliability of our electronic information technology systems are critical to our
day-to-day operations and a failure or disruption of these systems would adversely affect our capacity to conduct
our business. In addition to our own internal information systems, we also provide our customers with access to
our services and products through the Internet and ATMs. These systems as well as our hardware and software
are subject to malfunction or incapacitation due to human error, accidents, power loss, sabotage, hacking,
computer viruses and similar events, as well as the loss of support services from third parties such as telephone
and Internet service providers.
Additionally, as with other Japanese companies, our offices and other facilities are subject to the risk of
earthquakes and other natural disasters. Our redundancy and backup measures may not be sufficient to avoid a
material disruption in our operations, and our contingency plans may not address all eventualities that may occur
in the event of a material disruption.
17
These various factors, the threat of such risks or related countermeasures, or a failure to address such risks,
may materially and adversely affect our business, operating results and financial condition.
We may be subject to liability and regulatory action if we are unable to protect personal and other
confidential information.
In recent years, there have been many cases of personal information and records in the possession of
corporations and institutions being leaked or improperly accessed. In the event that personal information in our
possession about our customers or employees is leaked or improperly accessed and subsequently misused, we
may be subject to liability and regulatory action. The standards applicable to us have become more stringent
under the new Personal Information Protection Act of Japan, which became fully effective from April 2005. As
an institution in possession of personal information, we may have to provide compensation for economic loss and
emotional distress arising out of a failure to protect such information in accordance with the Personal Information
Protection Act. In addition, such incidents could create a negative public perception of our operations, systems or
brand, which may in turn decrease customer and market confidence and materially and adversely affect our
business, operating results and financial condition.
Transactions with counterparties in countries designated by the U.S. Department of State as state
sponsors of terrorism may lead some potential customers and investors in the U.S. and other countries to avoid
doing business with us or investing in our shares.
We, through our banking subsidiary, engage in operations with entities in or affiliated with Iran and Cuba,
including transactions with entities owned or controlled by the Iranian or Cuban governments, and the banking
subsidiary has a representative office in Iran. The U.S. Department of State has designated Iran and Cuba as
“state sponsors of terrorism,” and U.S. law generally prohibits U.S. persons from doing business with such
countries. Our activities with counterparties in or affiliated with Iran, Cuba and other countries designated as
state sponsors of terrorism are conducted in compliance in all material respects with both applicable Japanese and
U.S. regulations.
Our operations with entities in Iran consist primarily of loans to Iranian financial institutions in the form of
financing for petroleum projects and trade financing for general commercial purposes, as well as letters of credit
and foreign exchange services. In addition, we extend trade financing for general commercial purposes to a
corporate entity affiliated with Cuba. We do not believe our operations relating to Iran and Cuba are material to
our business, financial condition and results of operations, as the loans outstanding to borrowers in or affiliated
with Iran and Cuba as of March 31, 2006 were approximately $1,078.4 million and $17.0 million, respectively,
which together represented less than 0.1% of our total assets as of March 31, 2006.
We are aware of initiatives by U.S. governmental entities and U.S. institutional investors, such as pension
funds, to adopt or consider adopting laws, regulations or policies prohibiting transactions with or investment in,
or requiring divestment from, entities doing business with Iran and other countries identified as state sponsors of
terrorism. It is possible that such initiatives may result in our being unable to gain or retain entities subject to
such prohibitions as customers or as investors in our shares. In addition, depending on socio-political
developments our reputation may suffer due to our association with these countries. The above circumstances
could have a significant adverse effect on our business or the price of our shares.
Adverse regulatory developments or changes in laws, government policies or economic controls could
have a negative impact on our business and results of operations.
We conduct our business subject to ongoing regulation and associated regulatory risks, including the effects
of changes in the laws, regulations, policies, voluntary codes of practice and interpretations in Japan and the
other markets in which we operate. Future developments or changes in laws, regulations, policies, voluntary
codes of practice, fiscal or other policies and their effects are unpredictable and beyond our control. In particular,
the Financial Services Agency has announced various regulatory changes that it would consider. For example, in
December 2004, the Financial Services Agency launched an initiative designed to identify additional subjects for
future financial reforms to be enacted over the next two years relating to various financial issues, including the
possible enactment of an investment services law, which aims to provide an overall regulatory regime applicable
to financial institutions and financial products, as well as the improvement of corporate governance and risk
18
management of financial institutions. The Financial Services Agency and regulatory authorities in the United
States and elsewhere also have the authority to conduct, at any time, inspections to review banks’ accounts,
including those of our bank subsidiaries. The focus of such inspections may fluctuate as a result of socio-political
developments. For example, a major focus of U.S. and Western European governmental policy relating to
financial institutions in recent years has been aimed at preventing money laundering and terrorist financing,
leading to heightened scrutiny in these areas. Financial institutions that have been subject to regulatory actions
have been required to incur expenses in response to such actions and have had limitations imposed on the scope
of their operations. If we become subject to such regulatory actions, whether as a result of regulatory
developments or inspections, our banking operations in the relevant market may be negatively affected and we
may be required to incur expenses in response to such actions.
For a more detailed discussion of these and other regulatory developments, see “Item 4.B. Information on
the Company—Business Overview—Supervision and Regulation.”
Our influential position in the Japanese financial markets may subject us to potential claims of unfair
trade practices from regulatory authorities and consumers.
We are one of the largest and most influential financial institutions in Japan by virtue of our market share
and the size of our operations and customer base. As a result of our influential position in the Japanese financial
markets, we may be subject to more exacting scrutiny from regulatory authorities and consumers regarding our
trade practices and potential abuses of our dominant bargaining position in our dealings with counterparties,
borrowers and customers.
Any claims of unfair trade practices relating to our sales, lending and other operations, regardless of their
validity, could create a negative public perception of our operations which may in turn adversely affect our
business, operating results and financial condition.
Our business may be adversely affected by competitive pressures, which have increased significantly due
to regulatory changes.
In recent years, the Japanese financial system has been increasingly deregulated and barriers to competition
have been reduced. In addition, the Japanese financial industry has been undergoing significant consolidation, a
trend that may continue in the future and further increase competition. The planned privatization of the Japanese
postal savings system and the establishment of a Postal Saving Bank in 2007, as well as the planned privatization
of certain governmental financial institutions, could also substantially increase competition within the financial
services industry. If we are unable to compete effectively in this more competitive and deregulated business
environment, our business, results of operations and financial condition will be adversely affected. For a more
detailed discussion of our competition in Japan, see “Item 4.B. Information on the Company—Business
Overview—Competition—Japan.”
Our ability to pay dividends is substantially dependent on our subsidiaries and affiliated companies’
payments of dividends and management fees to us.
As a holding company, substantially all of our cash flow will come from dividends and management fees
that our subsidiaries and affiliated companies pay to us. Under some circumstances, various statutory or
contractual provisions may restrict the amount of dividends our subsidiaries and affiliated companies can pay to
us. Also, if our subsidiaries and affiliated companies do not have sufficient earnings, they will be unable to pay
dividends to us, and we in turn may be unable to pay dividends to our shareholders.
Risks Related to Owning Our Shares
Efforts by other companies to reduce their holdings of our shares may adversely affect our stock price.
Many companies in Japan that hold shares of our stock have announced plans to reduce their shareholdings
in other companies. Any future plans of ours to sell shares in other companies may further encourage those
companies and other companies to sell our shares. If an increased number of shares of our common stock are sold
in the market, it may adversely affect the trading price of shares of our common stock.
19
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. For a detailed discussion
of the relevant provisions under the Company Law and our articles of incorporation, see “Item 10.B. Additional
Information—Memorandum and Articles of Association.”
It may not be possible for investors to effect service of process within the United States upon us or our
directors, senior management or corporate auditors, 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, senior
management and corporate auditors reside outside the United States. Many of the assets of us and 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.
Risks Related to Owning 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 record holder 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 are not able to bring a derivative action,
examine our accounting books and records or exercise appraisal rights, except through the depositary.
Foreign exchange rate fluctuations may affect the US 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 US dollar. In addition, the
US 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 US dollar.
Item 4.
Information on the Company.
A. History and Development of the Company
Mitsubishi UFJ Financial Group, Inc.
MUFG is a bank holding company incorporated as a joint stock company (kabushiki kaisha) under the
Commercial Code of Japan. Formed through the merger between Mitsubishi Tokyo Financial Group, Inc. and
UFJ Holdings, Inc. on October 1, 2005, we are one of the largest bank holding companies in the world when
measured by total assets. We are the holding company for The Bank of Tokyo-Mitsubishi UFJ, Ltd., or BTMU,
Mitsubishi UFJ Trust and Banking Corporation, or MUTB, and Mitsubishi UFJ Securities Co., Ltd., or MUS.
20
On April 2, 2001, Bank of Tokyo-Mitsubishi, Mitsubishi Trust and Banking Corporation, or Mitsubishi
Trust Bank, and Nippon Trust Bank established Mitsubishi Tokyo Financial Group, Inc., or MTFG, to be a
holding company for the three entities. Before that, each of the banks had been a publicly held company. On
April 2, 2001, through a stock-for-stock exchange, they became wholly-owned subsidiaries of MTFG, and the
former shareholders of the three banks became shareholders of MTFG. Nippon Trust Bank was later merged into
Mitsubishi Trust Bank.
On April 1, 2004, we implemented a new integrated business group system, which currently integrates the
operations of BTMU, MUTB and MUS into the following three areas—Retail, Corporate, and Trust Assets.
Although this new measure did not change the legal entities of MUFG, BTMU, MUTB and MUS, it is intended
to enhance synergies by promoting more effective and efficient collaboration between our subsidiaries.
On July 1, 2005, MTFG made Mitsubishi Securities a directly-held subsidiary by acquiring all of the shares
of Mitsubishi Securities common stock held by Bank of Tokyo-Mitsubishi and Mitsubishi Trust Bank.
On June 29, 2005, the merger agreement between us and UFJ Holdings was approved at the general
shareholders meetings of MTFG and UFJ Holdings. As the surviving entity, Mitsubishi Tokyo Financial Group,
Inc. was renamed “Mitsubishi UFJ Financial Group, Inc.” or “MUFG”. The merger of the two bank holding
companies was completed on October 1, 2005.
Our registered address is 7-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-8330, Japan, and our telephone
number is 81-3-3240-8111.
For a discussion of the integration with the UFJ group and other recent developments, see “Item 4.B.
Business Overview” and “Item 5.A. Operating and Financial Review and Prospects—Recent Developments.”
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
BTMU is a major commercial banking organization in Japan that provides a broad range of domestic and
international banking services from its offices in Japan and around the world. BTMU is a “city” bank, as opposed
to a regional bank. BTMU’s registered head office is located at 7-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo
100-8388, Japan, and its telephone number is 81-3-3240-1111. BTMU is a joint stock company (kabushiki
kaisha) incorporated in Japan under the Company Law.
BTMU was formed through the merger, on January 1, 2006, of The Bank of Tokyo-Mitsubishi, Ltd., and
UFJ Bank Limited, after their respective parent companies, MTFG and UFJ Holdings, merged to form MUFG on
October 1, 2005.
Bank of Tokyo-Mitsubishi was formed through the merger, on April 1, 1996, of The Mitsubishi Bank,
Limited and The Bank of Tokyo, Ltd. The origins of Mitsubishi Bank can be traced to the Mitsubishi Exchange
Office, a money exchange house established in 1880 by Yataro Iwasaki, the founder of the Mitsubishi industrial,
commercial and financial group. In 1895, the Mitsubishi Exchange Office was succeeded by the Banking
Division of the Mitsubishi Goshi Kaisha, the holding company of the “Mitsubishi group” of companies.
Mitsubishi Bank had been a principal bank to many of the Mitsubishi group companies, but broadened its
relationships to cover a wide range of Japanese industries, small and medium-sized companies and individuals.
Bank of Tokyo was established in 1946 as a successor to The Yokohama Specie Bank, Ltd., a special
foreign exchange bank established in 1880. When the government of Japan promulgated the Foreign Exchange
Bank Law in 1954, Bank of Tokyo became the only bank licensed under that law. Because of its license, Bank of
Tokyo received special consideration from the Ministry of Finance in establishing its offices abroad and in many
other aspects relating to foreign exchange and international finance.
UFJ Bank was formed through the merger, on January 15, 2002, of The Sanwa Bank, Limited and The
Tokai Bank, Limited.
21
Sanwa Bank was established in 1933 when the three Osaka-based banks, the Konoike Bank, the Yamaguchi
Bank, and the Sanjyushi Bank merged. Sanwa Bank was known as a city bank having the longest history in
Japan, since the foundation of Konoike Bank can be traced back to the Konoike Exchange Office established in
1656. The origin of Yamaguchi Bank was also a money exchange house, established in 1863. Sanjyushi Bank
was founded by influential fiber wholesalers in 1878. The corporate philosophy of Sanwa Bank had been the
creation of the premier banking services especially for small and medium-sized companies and individuals.
Tokai Bank was established in 1941 when the three Nagoya-based banks, the Aichi Bank, the Ito Bank, and
the Nagoya Bank merged. In 1896, Aichi Bank took over businesses of the Jyuichi Bank established by
wholesalers in 1877 and the Hyakusanjyushi Bank established in 1878. Ito Bank and Nagoya Bank were
established in 1881 and 1882, respectively. Tokai Bank had expanded the commercial banking business to
contribute to economic growth mainly of the Chubu area in Japan, which is known for the manufacturing
industry, especially automobiles.
Mitsubishi UFJ Trust and Banking Corporation
MUTB is a major trust bank in Japan, providing trust and banking services to meet the financing and
investment needs of clients in Japan and the rest of Asia, as well as in the United States and Europe. MUTB’s
registered head office is located at 4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-8212, Japan. Its telephone
number is 81-3-3212-1211. MUTB is also a joint stock company (kabushiki kaisha) incorporated in Japan under
the Company Law.
MUTB was formed on October 1, 2005 through the merger of Mitsubishi Trust Bank and UFJ Trust Bank.
As the surviving entity, Mitsubishi Trust Bank was renamed “Mitsubishi UFJ Trust and Banking Corporation”.
Mitsubishi Trust Bank traces its history to The Mitsubishi Trust Company, Limited, which was founded by
the leading members of the Mitsubishi group companies in 1927. The Japanese banking and financial industry
was reconstructed after World War II and, in 1948, Mitsubishi Trust Bank was authorized to engage in the
commercial banking business, in addition to its trust business, under the new name Asahi Trust & Banking
Corporation. In 1952, the bank changed its name again, to The Mitsubishi Trust and Banking Corporation.
Nippon Trust Bank and The Tokyo Trust Bank, Ltd., which were previously subsidiaries of Bank of
Tokyo-Mitsubishi, were merged into Mitsubishi Trust Bank on October 1, 2001.
UFJ Trust Bank was founded in 1959 as The Toyo Trust & Banking Company, Limited, or Toyo Trust
Bank. The Sanwa Trust & Banking Company, Limited, which was a subsidiary of Sanwa Bank, was merged into
Toyo Trust Bank on October 1, 1999. The Tokai Trust & Banking Company, Limited, which was a subsidiary of
Tokai Bank, was merged into Toyo Trust Bank on July 1, 2001. Toyo Trust Bank was renamed “UFJ Trust Bank
Limited” on January 15, 2002.
Mitsubishi UFJ Securities Co., Ltd.
MUS was formed through the merger between Mitsubishi Securities and UFJ Tsubasa Securities on
October 1, 2005. As the surviving entity, Mitsubishi Securities was renamed “Mitsubishi UFJ Securities Co.,
Ltd.” As of March 31, 2006, MUFG held MUS common stock representing 63% of the voting rights.
MUS functions as the core of our securities and investment banking business. We have consolidated most of
our securities business and various areas of our investment banking business, such as mergers and acquisitions,
derivatives, corporate advisory and securitization operations under MUS.
In addition to its own branch network, MUS serves individual customers with BTMU and MUTB through
MUFG Plazas, and provides financial products and services to customers. MUS has 137 offices, including its
head office and branches, and, as of March 31, 2006, 35 of these had already been converted to MUFG Plazas
co-operated with BTMU and MUTB. MUS also plays an active role in the development of the securities
intermediary business within MUFG.
22
In the securities business, MUS offers its customers a wide range of investment products. The equity sales
staff members provide services to clients ranging from individual investors to institutional investors in Japan and
abroad. Through derivative products, MUS provides solutions to meet customers’ risk management needs. MUS
also offers structured bonds utilizing various types of derivatives in response to customers’ investment needs. In
the investment trust business, MUS provides its retail and corporate customers a wide variety of products. MUS
also offers investment banking services in such areas as bond underwriting, equity underwriting, initial public
offerings, support for IR activities, securitization of assets and mergers and acquisitions. MUS has research
functions and provides in-depth company and strategy reports. To strengthen and enhance our global securities
business network, MUS has major overseas subsidiaries in London, New York, Hong Kong, Singapore and
Shanghai.
B. Business Overview
We are one of the world’s leading bank holding companies. Through our direct and indirect subsidiaries, we
provide a broad range of financial services domestically in Japan and internationally to retail and corporate
customers, including:
•
•
•
•
banking;
trust banking;
securities;
investment trusts;
•
•
•
credit cards and consumer finance;
leasing; and
international banking.
While maintaining the corporate cultures and core competencies of BTMU, MUTB, MUS, we as the
holding company seek to work with them to find ways to:
•
•
•
•
•
establish a more diversified financial services group operating across business sectors;
leverage the flexibility afforded by our organizational structure to expand our business;
benefit from the collective expertise of BTMU, MUTB and MUS;
achieve operational efficiencies and economies of scale; and
enhance the sophistication and comprehensiveness of the group’s risk management expertise.
On June 29, 2005, the merger agreement between us and UFJ Holdings was approved at the general
shareholders meetings of MTFG and UFJ Holdings. The mergers of the holding companies, trust banks and
securities companies was completed on October 1, 2005. The merger between Bank of Tokyo-Mitsubishi and
UFJ Bank was completed on January 1, 2006 after additional testing of the two banks’ systems intended to
minimize risks arising from the merger.
Through the merger, we aim to create a leading comprehensive financial group that is competitive on a
global basis and provides a broad range of financial products and services to a worldwide client base. We believe
that our business operations and domestic and global branch networks are highly complementary with those of
UFJ Holdings. By leveraging the respective strengths of each group, creating synergies through the merger and
reinforcing a customer-focused management philosophy, we will seek to improve the standard of our products
and services and seek to provide significant benefits expected from the merger to customers and shareholders.
Specifically, the merger with UFJ Holdings is expected to increase our competitive position in a number of
areas, including:
•
Japan’s Preeminent Global Banking Network. The merger enables us to serve diverse financial needs
worldwide using an enhanced domestic network, as well as a global network that covers over 40
countries and is staffed by experienced personnel familiar with local business customs. Our domestic
corporate and retail clients now have access to a wider range of products and services, including some
of those offered by Union Bank of California.
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•
•
Strong Business Foundation Based on Retail Deposits and Diverse Customer Base. The significant level
of retail deposits that we hold after the integration is a potential source of improved earnings in the retail
segment. Our diverse customer base, including an estimated 40 million retail customers and 400,000
corporate customers following the merger, is an important element in facilitating expansion of the trust
and investment banking services in our corporate banking business. By providing a wide range of
financial products and services to our diverse customer base, we aim to significantly enhance
profitability and competitiveness.
Strong Financial Foundation. In June 2006, we repaid the public funds that had been injected into UFJ
Holdings and are seeking to implement our growth strategy under a more focused management. We
have been a leader among Japanese financial groups in achieving large-scale reductions of
non-performing loans, and we aim to continue these efforts to achieve financial soundness. Our strong
financial foundation not only enables us to assume larger risk positions but also allows management
resources to be fully devoted to business initiatives.
• Highly Complementary Businesses and Networks. We believe that the merger enables us to realize
integration synergies and to strengthen our customer base and business foundation in a well-balanced
manner due to the highly complementary nature of MTFG’s and the UFJ group’s businesses and branch
networks. For example, while MTFG’s customer base consisted primarily of large corporations, the UFJ
group’s primary customer base consisted of individual customers and small- and medium-sized
companies. The branch networks of the two groups are also complementary, as MTFG had a large
number of branches in the Tokyo metropolitan area, while the UFJ group’s branch network was more
concentrated in the Nagoya and Osaka metropolitan areas. These factors helped reduce the impact of the
consolidation of overlapping outlets on the existing customer base and operations. We seek to enhance
customer convenience through the balanced development of branch networks primarily in the Tokyo,
Nagoya and Osaka metropolitan areas. We are working to provide a wider range of customer services by
utlizing the complimentary nature of the companies comprising the new bank group.
•
Strong Corporate Governance and Transparency. As the only Japanese bank holding company listed on
the New York Stock Exchange, or NYSE, we have been subject to the U.S. Sarbanes-Oxley Act and
have been preparing to meet the requirements in respect of internal control over financial reporting that
are mandated for all SEC-reporting companies. We aim to continue implementing an effective corporate
governance system and to conduct transparent management at a level expected of a leading global
financial institution. We also seek to implement appropriate corporate social responsibility policies to
support sustainable growth.
In order to further enhance our operations and increase profits, in April 2004 we introduced an integrated
business group system comprising three core business areas: Retail, Corporate, and Trust Assets. These three
businesses serve as the group’s core sources of net operating profit. In addition, the role of Mitsubishi UFJ
Financial Group, Inc. as the holding company has expanded from strategic coordination to integrated strategic
management. Group-wide strategies are determined by the holding company and executed by the subsidiary
banks and other subsidiaries.
Integrated Retail Banking Business Group
The Integrated Retail Banking Business Group covers all domestic retail businesses, including commercial
banking, trust banking and securities businesses, and enables us to offer a full range of banking products and
services, including financial consulting services, to retail customers in Japan. This business group integrates the
retail business of BTMU, MUTB and MUS as well as retail product development, promotion and marketing in a
single management structure. Many of our retail services are offered through our network of MUFG Plazas
providing individual customers with one-stop access to our comprehensive financial product lineup of integrated
commercial bank, trust bank and securities services.
Deposits and retail asset management services. We offer a full range of bank deposit products. We have
also introduced a new non-interest-bearing deposit account that is redeemable on demand and intended primarily
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for payment and settlement functions, and is fully insured without a maximum amount limitation. In addition, we
also offer a wide range of foreign currency deposit accounts.
We also offer a variety of asset management and asset administration services to individuals, including
savings instruments such as current accounts, ordinary deposits, time deposits, deposits at notice and other
deposit facilities. We also offer trust products, such as loan trusts and money trusts, and other investment
products, such as investment trusts, performance-based money trusts and foreign currency deposits.
We create portfolios tailored to customer needs by combining savings instruments and investment products.
We also provide a range of asset management and asset administration products as well as customized trust
products for high net worth individuals, as well as advisory services relating to, among other things, the purchase
and disposal of real estate and effective land utilization and testamentary trusts.
Investment trusts. We offer equity and public utility bond funds as well as a program fund, the M-CUBE
program, which was developed exclusively for BTMU by Frank Russell Company and combines four specific
funds. We offer a diverse menu of funds including newly added products such as BRICs and J-REITs that allow
customers to achieve their desired balance of risk diversification and return.
Individual annuity insurance. We have been actively promoting sales of individual annuity insurance
products since the Japanese government lifted the prohibition against sales of such products by banks in October
2002. Our current product lineup features capital guaranteed variable annuity products, foreign currency-
denominated variable annuity products and foreign currency- and yen-denominated fixed annuity insurance
products.
Securities intermediation operations. We entered the securities industry following the lifting of the ban on
securities intermediation by banks in Japan on December 1, 2004. We offer stocks, investment trusts, foreign
bonds and other various products through BTMU and MUTB with MUS, Mitsubishi UFJ Merrill Lynch PB
Securities and kabu.com Securities Co., Ltd. acting as agents. We intend to increase the number of employees
engaging in these operations and expand our range of product offerings in the future.
Loans. We offer housing loans, card loans and other loans to individuals. With respect to housing loans,
we have begun offering long-term fixed interest loans with a maximum period of 35 years. Furthermore, we
conduct business development as an integrated group through activities such as offering favorable interest rates
for housing loans that combine the resources of BTMU and MUTB.
Credit cards. We offer a comprehensive IC card service that adds VISA credit card and electronic money
functions to the standard BTMU bank cash card. The card is also equipped with a biometric verification security
system that enhances security for customers. This comprehensive IC card with biometric verification system is
the first such product in Japan. Our subsidiary UFJ NICOS Co., Ltd. offers a range of innovative products,
including the Smartplus, a payment services using a contact-less IC card. In addition, our subsidiary, DC Card
Co., Ltd. offer co-branded VISA and MasterCard credit cards.
DC Card Co., Ltd. and UFJ NICOS Co., Ltd. will merge to create Mitsubishi UFJ NICOS Co., Ltd. in April
2007. This merger will integrate the networks and products of our core credit card subsidiaries. Additional details
of the merger will be determined through continuing discussions between the two entities.
Domestic Network.
In addition to our branch offices, we offer products and services through other direct
distribution channels such as ATMs (including a convenience store-based ATM network utilized by a number of
different banks), Tokyo-Mitsubishi UFJ Direct (telephone and internet banking services), MUFG Telebank
(utilizes broadband video technology to provide counter services) and mail order. Similar to some other banks in
Japan, BTMU has engaged in a business alliance with Japan Post in ATM/CD services since December 2004.
Our MUFG Plazas provide individual customers with one-stop access to our comprehensive financial
product lineup by integrating commercial bank, trust bank and securities services. We operated 62 MUFG Plazas
as of July 31, 2006.
25
Trust agency operations. As a trust agency, BTMU markets MUTB products to retail customers. In
addition, BTMU offers MUTB’s inheritance-related services.
Integrated Corporate Banking Business Group
The Integrated Corporate Banking Business Group covers all domestic and overseas corporate businesses,
including commercial banking, investment banking, trust banking and securities businesses as well as UNBC.
UNBC consists of BTMU’s subsidiaries in California, UnionBanCal Corporation and Union Bank of California,
N.A. Through the integration of these business lines, diverse financial products and services are provided to our
corporate clients, from large corporations to medium-sized and small businesses. The business group has
clarified strategic domains, sales channels and methods to match the different growth stages and financial needs
of our corporate customers.
Corporate financing and fund management. We advise on financing methods to meet various financing
needs, including loans with derivatives, corporate bonds, commercial paper, asset-backed securities,
securitization programs and syndicated loans. We also offer a wide range of products to meet fund management
needs, such as deposits with derivatives, government bonds, debenture notes and investment funds.
Examples of traditional commercial banking services include loans, the arrangement of syndicated loans,
securitization and the establishment of loan commitments. MUTB’s experience and know-how in the asset
management business, real estate brokerage and appraisal services also enable us to offer services tailored to the
financial strategies of each client, including securitization of real estate, receivables and other assets.
Settlement services. We provide electronic banking services that allow customers to make domestic and
overseas remittances electronically. Settlement and cash management services include global settlement services,
Global Cash Management Services, which is a global pooling/netting service, and Treasury Station, a fund
management system for group companies.
Risk management. We offer swap, option and other risk-hedge programs to customers seeking to control
foreign exchange, interest rate and other business risks.
Corporate management/financial strategies. We provide advisory services to customers in the areas of
mergers and acquisitions, inheritance-related business transfers and stock listings. We also help customers
develop financial strategies to restructure their balance sheets. These strategies include the use of credit lines,
factoring services and securitization of real estate.
Overseas business support. We provide a full range of services to support customers’ overseas activities,
including loans, deposits, assistance with mergers and acquisitions and cash management services. We also
provide advisory services to help customers develop financial strategies, such as arranging the issuance of asset-
backed commercial paper, providing credit commitments and securitizing real estate in Japan.
Advice on business expansion overseas. We provide advisory services to clients launching businesses
overseas, particularly Japanese companies expanding into other Asian countries.
UNBC. As of March 31, 2006, BTMU owned 63% of UnionBanCal Corporation, a publicly traded
company listed on the New York Stock Exchange. UnionBanCal is a U.S. commercial bank holding company.
Union Bank of California, N.A., UnionBanCal’s bank subsidiary, is one of the largest commercial banks in
California based on total assets and total deposits. UNBC provides a wide range of financial services to
consumers, small businesses, middle market companies and major corporations, primarily in California, Oregon
and Washington but also nationally and internationally. In October 2005, Union Bank of California sold its
international correspondent banking business to Wachovia Corp. for approximately US$245 million.
26
Integrated Trust Assets Business Group
The Integrated Trust Assets Business Group covers asset management and administration services for
products such as pension trusts and security trusts by integrating the trust banking expertise of MUTB and the
international strengths of BTMU. The business group provides a full range of services to corporate and other
pension funds, including stable and secure pension fund management and administration, advice on pension
schemes, and payment of benefits to scheme members. Our Integrated Trust Assets Business Group combines
BTMU’s global custody services Mitsubishi UFJ Asset Management Co., Ltd.’s asset management services and
trust assets management services and asset administration and custodial services through MUTB’s trust assets
business.
Mitsubishi UFJ Asset Management Co., Ltd., which was established on October 1, 2005 through a merger
between Mitsubishi Asset Management Co., Ltd. and UFJ Partners Asset Management Co., Ltd., provides asset
management and trust products and services mainly to high net worth individuals, branch customers and
corporate clients in Japan.
Global Markets
Global Markets consists of the treasury operations of BTMU, MUTB and MUS. Global Markets also
conducts asset liability management and liquidity management and provides various financial operations such as
money markets and foreign exchange operations and securities investments.
Other
Other mainly consists of the corporate center of the holding company, BTMU, MUTB and MUS.
Competition
We face strong competition in all of our principal areas of operation. The deregulation of the Japanese
financial markets as well as structural reforms in the regulation of the financial industry have resulted in dramatic
changes in the Japanese financial system. Structural reforms have prompted Japanese banks to merge or
reorganize their operations, thus changing the nature of the competition from other financial institutions as well
as from other types of businesses.
Japan
Deregulation. Competition in Japan has intensified as a result of the relaxation of regulations relating to
Japanese financial institutions. Previously, there were various restrictions, such as foreign exchange controls,
ceilings on deposit interest rates and restrictions that compartmentalized business sectors. These restrictions
served to limit competition. However, as a result of the deregulation of the financial sector, such as through the
“Financial Big Bang” which was announced in 1996, most of these restrictions were lifted before 2000.
Deregulation has eliminated barriers between different types of Japanese financial institutions, which are now
able to compete directly against one another. Deregulation and market factors have also facilitated the entry of
various large foreign financial institutions into the Japanese domestic market.
The Law Amending the Relevant Laws for the Reform of the Financial System, or the Financial System
Reform Act, which was promulgated in June 1998, provided a framework for the reform of the Japanese financial
system by reducing the barriers between the banking, securities and insurance businesses and enabled financial
institutions to engage in businesses which they were not permitted to conduct before. The Banking Law, as
amended, now permits banks to engage in the securities business by establishing or otherwise owning domestic
and overseas securities subsidiaries with the approval of the Financial Services Agency, an agency of the Cabinet
Office. Further increase in competition among financial institutions is expected in these new areas of permissible
activities.
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In terms of new market entrants, other financial institutions, such as Orix Corporation, and non-financial
companies, such as Sony Corporation and Ito-Yokado Co., Ltd., have also begun to offer various banking
services, often through non-traditional distribution channels. Also, in recent years, various large foreign financial
institutions have significantly expanded their presence in the Japanese domestic market. Citigroup, for example,
has expanded its banking activities and moved aggressively to provide investment banking and other financial
services, including retail services. The planned privatization of Japan Post, a government-run public services
corporation established on April 1, 2003 that is the world’s largest holder of deposits, and the expected
establishment of a Postal Saving Bank in 2007, as well as the planned privatization of other governmental
financial institutions, could also substantially increase competition within the financial services industry.
In the corporate banking sector, the principal effect of these reforms has been the increase in competition as
two structural features of Japan’s highly specialized and segmented financial system have eroded:
•
•
the separation of banking and securities businesses in Japan; and
the distinctions among the permissible activities of Japan’s three principal types of private banking
institutions.
For a discussion of the three principal types of private banking institutions, see “—The Japanese Financial
System.” In addition, in recent years, Japanese corporations are increasingly raising funds by accessing the
capital markets, both within Japan and overseas, resulting in a decline in demand for loan financing.
Furthermore, as foreign exchange controls have been generally eliminated, customers can now have direct access
to foreign financial institutions, with which we must also compete.
In the consumer banking sector, the deregulation of interest rates on yen deposits and other factors have
enabled banks to offer customers an increasingly attractive and diversified range of products. For example, banks
may now sell investment trusts and some types of insurance products, with the possibility of expanding to
additional types of insurance products in the future. We face competition in this sector from other private
financial institutions as well as from Japan Post. Recently, competition has also increased due to the development
of new products and distribution channels. For example, Japanese banks have started competing with one another
by developing innovative proprietary computer technologies that allow them to deliver basic banking services in
a more efficient manner and to create sophisticated new products in response to customer demand.
The trust assets business is a promising growth area that is competitive and becoming more so because of
changes in the industry. In addition, there is growing corporate demand for change in the trust regulatory
environment, such as reform of the pension system and related accounting regulations under Japanese GAAP.
However, competition may increase in the future as regulatory barriers to entry are lowered. A new trust business
law came into effect on December 30, 2004. Among other things, the new trust business law expands the types of
property that can be entrusted and allows non-financial companies to conduct trust business upon approval. The
new law also adopts a new type of registration for companies that wish to conduct only the administration type
trust business. These regulatory developments are expected to facilitate the expansion of the trust business, but
competition in this area is also expected to intensify.
Integration. Another major reason for heightened competition in Japan is the integration and
reorganization of Japanese financial institutions. In 1998, amendments were made to the Banking Law to allow
the establishment of bank holding companies, and this development together with various factors, such as the
decline of institutional strength caused by the bad loan crisis and intensifying global competition, resulted in a
number of integrations involving major banks in recent years. In September 2000, The Dai-Ichi Kangyo Bank,
Limited, The Fuji Bank, Limited and The Industrial Bank of Japan, Limited jointly established a holding
company, Mizuho Holdings, Inc., to own the three banks. In April 2002, these three banks were reorganized into
two banks—Mizuho Bank, Ltd. and Mizuho Corporate Bank, Ltd. In April 2001, The Sumitomo Bank, Limited
and The Sakura Bank, Limited were merged into Sumitomo Mitsui Banking Corporation. In December 2001,
The Daiwa Bank, Ltd. and two regional banks established Daiwa Bank Holdings Inc., which in March 2002
consolidated with Asahi Bank, Ltd. and changed its corporate name to Resona Holdings, Inc. in October 2002.
For information on the injection of public funds into Resona Bank, Ltd., a subsidiary bank of Resona Holdings,
Inc., see “—Supervision and Regulation—Japan—Deposit Insurance System and Government Investment in
Financial Institutions.”
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Foreign
In the United States, we face substantial competition in all aspects of our business. We face competition
from other large U.S. and foreign-owned money-center banks, as well as from similar institutions that provide
financial services. Through Union Bank of California, we currently compete principally with U.S. and foreign-
owned money-center and regional banks, thrift institutions, insurance companies, asset management companies,
investment advisory companies, consumer finance companies, credit unions and other financial institutions.
In other international markets, we face competition from commercial banks and similar financial
institutions, particularly major international banks and the leading domestic banks in the local financial markets
in which we conduct business.
The Japanese Financial System
Japanese financial institutions may be categorized into three types:
•
•
•
the central bank, namely the Bank of Japan;
private banking institutions; and
government financial institutions.
The Bank of Japan
The Bank of Japan’s role is to maintain price stability and the stability of the financial system to ensure a
solid foundation for sound economic development.
Private Banking Institutions
Private banking institutions in Japan are commonly classified into two categories (the following numbers
are based on currently available information published by the Financial Services Agency) as of June 1, 2006:
•
•
ordinary banks (127 ordinary banks and 67 foreign commercial banks with ordinary banking
operations); and
trust banks (21 trust banks, including 4 Japanese subsidiaries of foreign financial institutions).
Ordinary banks in turn are classified as city banks, of which there are five, including BTMU, and regional
banks, of which there are 112 and other banks, of which there are 10. In general, the operations of ordinary banks
correspond to commercial banking operations in the United States. City banks and regional banks are
distinguished based on head office location as well as the size and scope of their operations.
The city banks are generally considered to constitute the largest and most influential group of banks in
Japan. Generally, these banks are based in large cities, such as Tokyo, Osaka and Nagoya, and operate nationally
through networks of branch offices. City banks have traditionally emphasized their business with large corporate
clients, including the major industrial companies in Japan. However, in light of deregulation and other
competitive factors, many of these banks, including BTMU, in recent years have increased their emphasis on
other markets, such as small and medium-sized companies and retail banking.
With some exceptions, the regional banks tend to be much smaller in terms of total assets than the city
banks. Each of the regional banks is based in one of the Japanese prefectures and extends its operations into
neighboring prefectures. Their clients are mostly regional enterprises and local public utilities, although the
regional banks also lend to large corporations. In line with the recent trend among financial institutions toward
mergers or business tie-ups, various regional banks have announced or are currently negotiating or pursuing
integration transactions, in many cases in order to be able to undertake the large investments required in
information technology.
Trust banks, including MUTB, provide various trust services relating to money trusts, pension trusts and
investment trusts and offer other services relating to real estate, stock transfer agency and testamentary services
as well as banking services.
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In recent years, almost all of the city banks have consolidated with other city banks and also, in some cases,
with trust banks or long-term credit banks. Integration among these banks was achieved, in most cases, through
the use of a bank holding company.
In addition to ordinary banks and trust banks, other private financial institutions in Japan, including shinkin
banks or credit associations, and credit cooperatives, are engaged primarily in making loans to small businesses
and individuals.
Government Financial Institutions
Since World War II, a number of government financial institutions have been established. These
corporations are wholly owned by the government and operate under its supervision. Their funds are provided
mainly from government sources. Certain types of operations currently undertaken by these institutions are
planned to be assumed by, or integrated with the operations of, private corporations, through measures such as
the privatization of Japan Post and other institutions.
Among them are the following:
•
The Development Bank of Japan, whose purpose is to contribute to the economic development of Japan
by extending long-term loans, mainly to primary and secondary sector industries;
Japan Bank for International Cooperation, whose purpose is to supplement and encourage the private
financing of exports, imports, overseas investments and overseas economic cooperation;
Japan Finance Corporation for Small Business, The Government Housing Loan Corporation and The
Agriculture, Forestry and Fisheries Finance Corporation, the purpose of each of which is to supplement
private financing in its relevant field of activity; and
The Postal Service Agency, which was reorganized in April 2003 into Japan Post, a government-run
public services corporation.
•
•
•
Supervision and Regulation
Japan
Supervision. As a result of the deregulation and structural reforms in the Japanese financial industry,
Japanese financial institutions gained the opportunity to provide a wider range of financial products and options
to their clients, while at the same time becoming subject to stricter control and supervision.
After several reorganizations of Japanese governmental agencies, the Financial Services Agency was
established as an agency of the Cabinet Office in 1998. It is responsible for supervising and inspecting financial
institutions, making policy for the overall Japanese financial system and conducting insolvency proceedings with
respect to financial institutions. The Bank of Japan, as the central bank for financial institutions, conducts
“on-site inspections,” in which its staff visits financial institutions and inspects the assets and risk management
systems of those institutions.
The Banking Law. Among the various laws that regulate financial institutions, the Banking Law and its
subordinated orders and ordinances are regarded as the fundamental law for ordinary banks and other private
financial institutions. The Banking Law addresses bank holding companies, capital adequacy, inspections and
reporting, as well as the scope of business activities, disclosure, accounting, limitation on granting credit and
standards for arm’s length transactions. In addition, the amendment to the Banking Law which came into effect
in April 2006 relaxed the standards relating to bank-agent eligibility, which is expected to encourage banks to
expand their operations through the use of bank agents.
Bank holding company regulations. A bank holding company is prohibited from carrying on any business
other than the management of its subsidiaries and other incidental businesses. A bank holding company may have
any of the following as a subsidiary: a bank, a securities company, an insurance company or a foreign subsidiary
that is engaged in the banking, securities or insurance business. In addition, a bank holding company may have as
a subsidiary any company that is engaged in a business relating or incidental to the businesses of the companies
mentioned above, such as a credit card company, a leasing company or an investment advisory company.
Companies that cultivate new business fields may also become the subsidiary of a bank holding company.
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Capital adequacy. The capital adequacy guidelines adopted by the Financial Services Agency that are
applicable to Japanese bank holding companies and banks with international operations closely follow the risk-
weighted approach introduced by the Basel Committee on Banking Supervision of the Bank for International
Settlements, and are intended to further strengthen the soundness and stability of Japanese banks.
Under the risk-based capital framework for credit risk purposes of the capital adequacy guidelines,
on-balance sheet assets and off-balance sheet exposures are assessed according to broad categories of relative
risk, based primarily on the credit risk of the counterparty, country transfer risk and the risk regarding the
category of transaction. Five categories of risk weights (0%, 10%, 20%, 50% and 100%) are applied to the
different types of balance sheet assets. Off-balance sheet exposures are taken into account by applying different
categories of “credit conversion factors” or by using the “current exposure” method to arrive at credit-equivalent
amounts, which are then weighted in the same manner as on-balance sheet assets involving similar
counterparties, except that the maximum risk weight is 50% for exposures relating to foreign exchange, interest
rate and other derivative contracts.
In addition to credit risks, the guidelines regulate market risks. Market risk is defined as the risk of losses in
on- and off-balance-sheet positions arising from movements in market prices. The risks subject to these
guidelines are:
•
•
the risks pertaining to interest rate-related instruments and equities in the trading book; and
foreign exchange risks and commodities risks of the bank.
With regard to capital, the capital adequacy guidelines are in accordance with the standards of the Bank for
International Settlement for a target minimum standard ratio of capital to modified risk-weighted assets of 8.0% on
both consolidated and non-consolidated bases for banks with international operations, including BTMU and MUTB,
or on a consolidated basis for bank holding companies with international operations, such as MUFG. Modified risk-
weighted assets is the sum of risk-weighted assets compiled for credit risk purposes and market risks multiplied by
12.5. The capital adequacy guidelines place considerable emphasis on tangible common stockholders’ equity as the
core element of the capital base, with appropriate recognition of other components of capital.
Capital is classified into three tiers, referred to as Tier I, Tier II and Tier III. Tier I capital generally consists
of stockholders’ equity items, including common stock, preferred stock, capital surplus, retained earnings (which
includes deferred tax assets) and minority interests, but recorded goodwill and other items, such as treasury
stock, are deducted from Tier I capital. Tier II capital generally consists of:
•
•
•
•
•
general reserves for credit losses, subject to a limit of 1.25% of modified risk-weighted assets;
45% of the unrealized gains on investment securities classified as “other securities” under Japanese
accounting rules;
45% of the land revaluation excess;
the balance of perpetual subordinated debt; and
the balance of subordinated term debt with an original maturity of over five years and preferred stock
with a maturity up to 50% of Tier I capital.
Tier III capital generally consists of short-term subordinated debt with an original maturity of at least two
years and which is subject to a “lock-in” provision, which stipulates that neither interest nor principal may be
paid if such payment would cause the bank’s overall capital amount to be less than its minimum capital
requirement. At least 50% of the minimum total capital requirements must be maintained in the form of Tier I
capital.
Amendments to the capital adequacy guidelines limiting the portion of Tier I capital consisting of deferred
tax assets became effective on March 31, 2006. The restrictions are targeted at major Japanese banks and their
holding companies, which include MUFG and its subsidiary banks. The cap was initially set at 40% for the fiscal
31
year ended March 31, 2006. It will then be lowered to 30% for the fiscal year ending March 31, 2007 and to 20%
for the fiscal year ending March 31, 2008. The banks subject to the restrictions will not be able to reflect in their
capital adequacy ratios any deferred tax assets that exceed the relevant limit.
In June 2004, the Basel Committee released revised standards called “International Convergence of Capital
Measurement and Capital Standards: A Revised Framework,” or Basel II, which will apply to Japanese banks
from the end of March 2007. Basel II has three core elements, or “pillars”: requiring minimum regulatory capital,
the self-regulation of financial institutions based on supervisory review, and market discipline through the
disclosure of information. Basel II is based on the belief that these three “pillars” will collectively ensure the
stability and soundness of financial systems, and also reflect the nature of risks at each bank more closely. These
amendments do not change the minimum capital requirements applicable to internationally active banks.
Inspection and reporting. By evaluating banks’ systems of self-assessment, auditing their accounts and
reviewing their compliance with laws and regulations, the Financial Services Agency monitors the financial
soundness of banks, including the status and performance of their control systems for business activities. The
Financial Services Agency implemented the Financial Inspection Rating System (“FIRST”) for deposit-taking
financial institutions on a trial basis from January 2006. By providing inspection results in the form of graded
evaluations (i.e., ratings), the Financial Services Agency expects this rating system to motivate financial
institutions to voluntarily improve their management and operations.
The Financial Services Agency, if necessary to secure the sound and appropriate operation of a bank’s
business, may request the submission of reports or materials from, or conduct an on-site inspection of, the bank
or the bank holding company which holds the bank. If a bank’s capital adequacy ratio falls below a specified
level, the Financial Services Agency may request the bank to submit an improvement program and may restrict
or suspend the bank’s operation when it determines that action is necessary.
The Bank of Japan also conducts inspections of banks similar to those undertaken by the Financial Services
Agency. The Bank of Japan Law provides that the Bank of Japan and financial institutions may agree as to the
form of inspection to be conducted by the Bank of Japan.
Laws limiting shareholdings of banks. The provisions of the Anti-Monopoly Law that prohibit a bank
from holding more than 5% of another company’s voting rights do not apply to a bank holding company.
However, the Banking Law prohibits a bank holding company and its subsidiaries from holding, on an
aggregated basis, more than 15% of the voting rights of companies other than those which can legally become
subsidiaries of bank holding companies.
In November 2001, a law which imposes a limitation on a bank’s shareholding of up to the amount
equivalent to its Tier I capital was enacted. The effective date of this limitation is September 30, 2006.
Securities and Exchange Law. Article 65 of the Securities and Exchange Law of Japan generally prohibits
a bank from engaging in the securities business. Under this law, banks, including BTMU and MUTB, may not
engage in the securities business except for limited activities such as dealing in, underwriting and acting as
broker for, Japanese governmental bonds, Japanese local government bonds and Japanese government
guaranteed bonds, and selling investment trust certificates. Despite the general prohibition under Article 65, the
Financial System Reform Act allows banks, trust banks and securities companies to engage in the businesses of
other financial sectors through their subsidiaries in Japan.
A recent deregulation of the securities business has made clear that banks may engage in market-inducting
businesses such as providing advice in connection with public offerings or listings and the amendment to the
Securities and Exchange Law enacted as of June 2, 2004 lifted the ban on banks engaging in securities
intermediation. As a result of the amendment, from December 1, 2004 banks are allowed to provide securities
intermediary services if appropriate firewalls are in place.
32
Implementation of Financial Instruments and Exchange Law. The Financial Instruments and Exchange
Law amending the Securities and Exchange Law was promulgated in June 2006. The new law not only preserves
the basic concepts of the Securities and Exchange Law, but to further protect investors, the new law also
regulates sales of a wide range of financial instruments and services, requiring financial institutions to revise
their sales rules and strengthen compliance frameworks accordingly. Among the instruments that the Japanese
banks deal with, derivatives, foreign currency denominated deposits, and variable insurance and annuity products
will be added to the types of securities covered by sales-related rules of conduct. These rules are expected to
become effective in summer 2007.
Anti-money laundering laws. Under the Law for Punishment of Organized Crimes and Regulation of
Criminal Profits, banks and other financial institutions are required to report to the competent minister, in the
case of banks, the Commissioner of the Financial Services Agency, any assets which they receive while
conducting their businesses that are suspected of being illicit profits from criminal activity.
Law concerning trust business conducted by financial institutions. Under the Trust Business Law, joint
stock companies that are licensed by the Prime Minister as trust companies are allowed to conduct trust business.
In addition, under the Law Concerning Concurrent Operation for Trust Business by Financial Institutions, banks
and other financial institutions, as permitted by the Prime Minister, are able to conduct trust business. The Trust
Business Law was amended in December 2004 to expand the types of property that can be entrusted, to allow
non-financial companies to conduct trust business and to allow a new type of registration to conduct only
administration type trust business.
Deposit insurance system and government investment in financial institutions. The Deposit Insurance Law
is intended to protect depositors if a financial institution fails to meet its obligations. The Deposit Insurance
Corporation was established in accordance with that law.
City banks, regional banks, trust banks, and various other credit institutions participate in the deposit
insurance system on a compulsory basis.
Under the Deposit Insurance Law, the maximum amount of protection is ¥10 million per customer within
one bank. Since April 1, 2005, all deposits are subject to the ¥10 million maximum, except non-interest bearing
deposits that are redeemable on demand and used by the depositor primarily for payment and settlement
functions, which are fully protected without a maximum amount limitation. Currently, the Deposit Insurance
Corporation charges insurance premiums equal to 0.110% on the deposits in current accounts, ordinary accounts
and other similar accounts, which are fully protected as mentioned above, and premiums equal to 0.080% on the
deposits in other accounts.
Since 1998, the failure of a number of large-scale financial institutions has led to the introduction of various
measures with a view to stabilizing Japan’s financial system, including financial support from the national
budget.
The Law Concerning Emergency Measures for Revitalization of Financial Function, or the Financial
Revitalization Law, enacted in October 1998, provides for (1) temporary national control of a failed financial
institution, (2) the dispatch of a financial resolution administrator to the failed financial institution, and (3) the
establishment of a bridge bank which takes over the business of the failed financial institution on a temporary basis.
The Law Concerning Emergency Measures for Early Strengthening of Financial Function, or the Financial
Function Early Strengthening Law, also enacted in October 1998, provided for government funds to be made
available to financial institutions “prior to failure” as well as to financial institutions with “sound” management,
to increase the capital ratio of such financial institutions and to strengthen their function as financial market
intermediaries. The availability of new funds for this purpose ended in March 2001. Capital injections made
under the Financial Function Early Strengthening Law amounted to approximately ¥10 trillion.
33
Banks and bank holding companies that have received investments from the Resolution and Collection
Corporation under the framework that previously existed under the Financial Function Early Strengthening Law
are required to submit and, if necessary, update their restructuring plans relating to their management, finances
and other activities. If a bank or bank holding company materially fails to meet the operating targets set in its
restructuring plan, the Financial Services Agency can require it to report on alternative measures to achieve the
targets, and also issue a business improvement order requiring it to submit a business improvement plan that
indicates concrete measures to achieve the targets. The preferred shares that were previously issued by UFJ
Holdings to the Resolution and Collection Corporation were exchanged for our newly issued preferred shares in
the merger with UFJ Holdings and, as a result, we were required to submit restructuring plans until those
preferred shares are redeemed. As MUFG completed the repayment of the public funds that UFJ Holdings
received from the Resolution and Collection Corporation on June 9, 2006, we are no longer required to submit
such restructuring plans.
Starting in April 2001, amendments to the Deposit Insurance Law established a new framework which
enables the Deposit Insurance Corporation to inject capital into a bank if the Commissioner of the Financial
Services Agency recognizes it must do so to guard against financial systemic risk. In May 2003, Resona Bank,
Ltd., a subsidiary bank of Resona Holdings, Inc., was recognized by the Prime Minister to be in need of a
subscription of shares and other measures to expand its capital. The recognition was made in accordance with
Article 102, Section 1 of the Deposit Insurance Law. In response to the recognition, Resona Bank, Ltd. applied
for and received an injection of public funds in the total amount of ¥1.96 trillion.
On June 14, 2004, the Strengthening Financial Functions Law was enacted to establish a new framework for
injecting public funds into financial institutions. The Strengthening Financial Functions Law broadens the range
of financial institutions eligible to receive public funds and facilitates the preventive injection of public funds
into troubled or potentially troubled financial institutions in order to avert financial crises. Applications for
public-funds injection under the Strengthening Financial Functions Law must be made by March 31, 2008.
On October 28, 2005, the Financial Services Agency announced that the disposal of preferred stock and
other publicly held securities should be profitable giving due consideration to taxpayer interest, but noted that
disposals would generally be made at the request of the issuing financial institution in accordance with the
financial institution’s capital policy. Later that day, the Deposit Insurance Corporation announced that, while
disposal of publicly held securities would generally be made upon the request of the issuing financial institution,
it will decide whether to voluntarily dispose of publicly held securities based on consultations with the relevant
financial institution and on the following criteria: (i) whether the disposal would be profitable and advantageous
(for preferred stock, when the common stock’s market price is at least 150% of the preferred stock’s conversion
price for approximately 30 consecutive trading days); (ii) whether the disposal would adversely affect the market
due to the method or size of repayment or otherwise impair the financial system; and (iii) whether the disposal
would impair the financial institution’s financial condition.
Personal Information Protection Law. With regards to protection of personal information, the new
Personal Information Protection Law became fully effective on April 1, 2005. Among other matters, the law
requires Japanese banking institutions to limit the use of personal information to the stated purpose and to
properly manage the personal information in their possession, and forbids them from providing personal
information to third parties without consent. If a bank violates certain provisions of the law, the Financial
Services Agency may advise or order the bank to take proper action. The Financial Services Agency announced
related guidelines for the financial services sector in December 2004.
Law concerning Protection of Depositors from Illegal Withdrawals Made by Counterfeit or Stolen Cards.
This new law, which became effective in February 2006, requires financial institutions to establish internal
systems to prevent illegal withdrawals of deposits made using counterfeit or stolen bank cards. The law also
requires financial institutions to compensate depositors for any amount illegally withdrawn using counterfeit
bank cards, unless the financial institution can verify that it acted in good faith without negligence, and there is
gross negligence on the part of the relevant account holder.
34
Administrative Sanctions Against the UFJ Group by the Financial Services Agency. The UFJ group’s
predecessor entities, like other major Japanese banks, were recipients of public funds in the form of preferred
shares and subordinated loans during the 1990s. Due to the continued ownership by Japan’s Resolution and
Collection Corporation of preferred shares of UFJ Holdings, the UFJ group was required to prepare a business
revitalization plan and report to the Financial Services Agency on progress in meeting its goals. For the year
ended March 31, 2003, 15 financial institutions, including the UFJ group, underperformed some of their plan
targets by more than 30% and, as a result, the Financial Services Agency in August 2003 issued business
improvement administrative orders against such institutions.
For the year ended March 31, 2004, the UFJ group again failed to meet the goals of its business
revitalization plan, largely due to the recognition of substantial additional credit-related expenses as a result of
inspections conducted by the Financial Services Agency on the classification of large borrowers. In the course of
those inspections, the Financial Services Agency concluded that members of the UFJ group’s management had
taken actions that amounted to evasions of inspection. Following these events, the UFJ group was the subject of
additional business improvement administrative actions by the Financial Services Agency in June 2004. The
causes of these sanctions led to the resignation of the top management of UFJ Holdings, UFJ Bank and UFJ Trust
Bank. The administrative order also directed the UFJ group to address serious deficiencies in its internal control
framework. The UFJ group’s new management submitted a business improvement plan to the Financial Services
Agency in July 2004 and intends to take any measures necessary to address the Financial Services Agency’s
concerns. Subsequently, in October 2004, the Financial Services Agency filed criminal indictments against UFJ
Bank and former members of its management with the Tokyo District Public Prosecutors Office. At the same
time, the Financial Services Agency ordered the suspension of loan origination for new customers by UFJ Bank’s
Tokyo corporate office and Osaka corporate office for the period from October 18, 2004 to April 17, 2005. In
conjunction with these indictments, the Tokyo District Public Prosecutors Office announced in December 2004
that it would seek to prosecute UFJ Bank, its former executive officers and a former employee on suspicion of
violations of the Banking Law. In February 2005, three former executives of UFJ Bank pleaded guilty to
obstructing the Financial Services Agency’s inspections in violation of the Banking Law. On April 25, 2005, UFJ
Bank and its former executives were convicted of breaches of the Banking Law. UFJ Bank was fined ¥90
million, a former executive officer was sentenced to ten months imprisonment with a stay of execution for three
years and two other former executive officers were sentenced to eight months imprisonment with a stay of
execution for three years.
Business Improvement Order Issued to Bank of Tokyo-Mitsubishi by the Financial Services Agency. The
Financial Services Agency announced on August 26, 2005 that it had issued a business improvement order to
BTMU after a temporary employee was found to have embezzled more than ¥900 million over a period of more
than ten years. The order required BTMU to establish a compliance system by adopting measures to prevent
similar misconduct and to ensure the effectiveness of internal audit functions.
Proposed government reforms to restrict maximum interest rates on consumer lending business. The
Japanese government is contemplating the implementation of regulatory reforms targeting the consumer lending
industry. Media reports indicate that lawmakers are considering proposals to reduce the maximum permissible
interest rate under the Investment Deposit and Interest Rate Law, which is currently 29.2% per annum, to the
lower limits (15-20% per annum) set by the Interest Rate Restriction Law.
Under the current system, lenders that satisfy certain conditions can validly charge interest rates exceeding
the limits set by the Interest Rate Restriction Law, provided such higher interest rates do not exceed the limits
stipulated by the Investment Deposit and Interest Rate Law. Under the proposed reforms, however, all interest
rates would be subject to the lower limits imposed by the Interest Rate Restriction Law, which may in turn
compel loan companies to lower the interest rates they charge borrowers. The government is also considering the
appropriate treatment of transition periods and small-amount or short-term loans.
35
United States
As a result of our operations in the United States, we are subject to extensive U.S. federal and state
supervision and regulation.
Overall supervision and regulation. We are subject to supervision, regulation and examination with
respect to our U.S. operations by the Board of Governors of the Federal Reserve System, or the Federal Reserve
Board, pursuant to the U.S. Bank Holding Company Act of 1956, as amended, or the BHCA, and the
International Banking Act of 1978, as amended, or the IBA, because we are a bank holding company and a
foreign banking organization, respectively, as defined pursuant to those statutes. The Federal Reserve Board
functions as our “umbrella” regulator under amendments to the BHCA effected by the Gramm-Leach-Bliley Act
of 1999, which among other things:
•
•
prohibited further expansion of the types of activities in which bank holding companies, acting directly
or through nonbank subsidiaries, may engage;
authorized qualifying bank holding companies to opt to become “financial holding companies,” and
thereby acquire the authority to engage in an expanded list of activities, including merchant banking,
insurance underwriting and a full range of securities activities; and
• modified the role of the Federal Reserve Board by specifying new relationships between the Federal
Reserve Board and the functional regulators of nonbank subsidiaries of both bank holding companies
and financial holding companies.
We have not elected to become a financial holding company.
The BHCA generally prohibits each of a bank holding company and a foreign banking organization that
maintains branches or agencies in the United States from, directly or indirectly, acquiring more than 5% of the
voting shares of any company engaged in nonbanking activities in the United States unless the bank holding
company or foreign banking organization has elected to become a financial holding company, as discussed above,
or the Federal Reserve Board has determined, by order or regulation, that such activities are so closely related to
banking as to be a proper incident thereto and has granted its approval to the bank holding company or foreign
banking organization for such an acquisition. The BHCA also requires a bank holding company or foreign banking
organization that maintains branches or agencies in the United States to obtain the prior approval of an appropriate
federal banking authority before acquiring, directly or indirectly, the ownership of more than 5% of the voting
shares or control of any U.S. bank or bank holding company. In addition, under the BHCA, a U.S. bank or a U.S.
branch or agency of a foreign bank is prohibited from engaging in various tying arrangements involving it or its
affiliates in connection with any extension of credit, sale or lease of any property or provision of any services.
U.S. branches and agencies of subsidiary Japanese banks. Under the authority of the IBA, our subsidiary
banks in Japan, BTMU and MUTB, operate seven branches, two agencies and five representative offices in the
United States. BTMU operates branches in Los Angeles and San Francisco, California; Chicago, Illinois; New
York, New York; Portland, Oregon; and Seattle, Washington; agencies in Atlanta, Georgia and Houston, Texas;
and representative offices in Washington, D.C; Minneapolis, Minnesota; Dallas, Texas; Jersey City, New Jersey;
and Florence, Kentucky. MUTB operates a branch in New York, New York.
The IBA provides, among other things, that the Federal Reserve Board may examine U.S. branches and
agencies of foreign banks, and that each such branch and agency shall be subject to on-site examination by the
appropriate federal or state bank supervisor as frequently as would a U.S. bank. The IBA also provides that if the
Federal Reserve Board determines that a foreign bank is not subject to comprehensive supervision or regulation
on a consolidated basis by the appropriate authorities in its home country, or if there is reasonable cause to
believe that the foreign bank or its affiliate has committed a violation of law or engaged in an unsafe or unsound
banking practice in the United States, the Federal Reserve Board may order the foreign bank to terminate
activities conducted at a branch or agency in the United States.
36
U.S. branches and agencies of foreign banks must be licensed, and are also supervised and regulated, by a
state or by the Office of the Comptroller of the Currency, or the OCC, the federal regulator of national banks. All
of the branches and agencies of BTMU and MUTB in the United States are state-licensed. Under U.S. federal
banking laws, state-licensed branches and agencies of foreign banks may engage only in activities that would be
permissible for their federally-licensed counterparts, unless the Federal Reserve Board determines that the
additional activity is consistent with sound practices. U.S. federal banking laws also subject state-licensed
branches and agencies to the single-borrower lending limits that apply to federal branches and agencies, which
generally are the same as the lending limits applicable to national banks, but are based on the capital of the entire
foreign bank.
As an example of state supervision, the branches of BTMU and MUTB in New York are licensed by the
New York State Superintendent of Banks, or the Superintendent, pursuant to the New York Banking Law. Under
the New York Banking Law and the Superintendent’s Regulations, each of BTMU and MUTB must maintain
with banks in the State of New York eligible assets as defined and in amounts determined by the Superintendent.
These New York branches must also submit written reports concerning their assets and liabilities and other
matters, to the extent required by the Superintendent, and are examined at periodic intervals by the New York
State Banking Department. In addition, the Superintendent is authorized to take possession of the business and
property of BTMU and MUTB located in New York whenever events specified in the New York Banking Law
occur.
U.S. subsidiary banks. We indirectly own and control three U.S. banks:
• Bank of Tokyo-Mitsubishi UFJ Trust Company, New York, New York (through BTMU, a registered
bank holding company),
• Union Bank of California, N.A. (through BTMU and its subsidiary, UnionBanCal Corporation, a
registered bank holding company), and
• Mitsubishi UFJ Trust & Banking Corporation (U.S.A.), New York, New York (through MUTB, a
registered bank holding company).
Bank of Tokyo-Mitsubishi UFJ Trust Company and Mitsubishi UFJ Trust & Banking Corporation (U.S.A.) are
chartered by the State of New York and are subject to the supervision, examination and regulatory authority of the
Superintendent pursuant to the New York Banking Law. Union Bank of California, N.A., is a national bank subject
to the supervision, examination and regulatory authority of the OCC pursuant to the National Bank Act.
The Federal Deposit Insurance Corporation, or the FDIC, is the primary federal agency responsible for the
supervision, examination and regulation of the two New York-chartered banks referred to above. The FDIC may
take enforcement action, including the issuance of prohibitive and affirmative orders, if it determines that a
financial institution under its supervision has engaged in unsafe or unsound banking practices, or has committed
violations of applicable laws and regulations. The FDIC insures the deposits of all three U.S. subsidiary banks. In
the event of the failure of an FDIC-insured bank, the FDIC is virtually certain to be appointed as receiver, and
would resolve the failure under provisions of the Federal Deposit Insurance Act. An FDIC-insured institution that
is affiliated with a failed or failing FDIC-insured institution can be required to indemnify the FDIC for losses
resulting from the insolvency of the failed institution, even if this causes the affiliated institution also to become
insolvent. In the liquidation or other resolution of a failed FDIC- insured depository institution, deposits in its
U.S. offices and other claims for administrative expenses and employee compensation are afforded priority over
other general unsecured claims, including deposits in offices outside the United States, non-deposit claims in all
offices and claims of a parent company. Moreover, under longstanding Federal Reserve Board policy, a bank
holding company is expected to act as a source of financial strength for its subsidiary banks and to commit
resources to support such banks.
Bank capital requirements and capital distributions. Our U.S. bank subsidiaries and UnionBanCal
Corporation, our U.S. subsidiary bank holding company, are subject to applicable risk-based and leverage capital
guidelines issued by U.S. regulators for banks and bank holding companies. All of our U.S. subsidiary banks are
37
“well capitalized” under those guidelines as they apply to banks, and our U.S. subsidiary bank holding company
exceeds all minimum regulatory capital requirements applicable to domestic bank holding companies. The
Federal Deposit Insurance Corporation Improvement Act of 1991, or FDICIA, provides, among other things, for
expanded regulation of insured depository institutions, including banks, and their parent holding companies. As
required by FDICIA, the federal banking agencies have established five capital tiers ranging from “well
capitalized” to “critically undercapitalized” for insured depository institutions. As an institution’s capital position
deteriorates, the federal banking regulators may take progressively stronger actions, such as further restricting
affiliate transactions, activities, asset growth or interest payments. In addition, FDICIA generally prohibits an
insured depository institution from making capital distributions, including the payment of dividends, or the
payment of any management fee to its holding company, if the insured depository institution would subsequently
become undercapitalized.
The availability of dividends from insured depository institutions in the United States is limited by various
other statutes and regulations. The National Bank Act and other federal laws prohibit the payment of dividends
by a national bank under various circumstances and limit the amount a national bank can pay without the prior
approval of the OCC. In addition, state-chartered banking institutions are subject to dividend limitations imposed
by applicable federal and state laws.
Other regulated U.S. subsidiaries. Our nonbank subsidiaries that engage in securities-related activities in
the United States are regulated by appropriate functional regulators, such as the SEC, any self-regulatory
organizations of which they are members, and the appropriate state regulatory agencies. These nonbank
subsidiaries are required to meet separate minimum capital standards as imposed by those regulatory authorities.
The Gramm-Leach-Bliley Act removed almost all of the pre-existing statutory barriers to affiliations
between commercial banks and securities firms by repealing Sections 20 and 32 of the Glass-Steagall Act. At the
same time, however, the so-called “push-out” provisions of the Gramm-Leach-Bliley Act narrowed the exclusion
of banks, including the U.S. branches of foreign banks, from the definitions of “broker” and “dealer” under the
Securities Exchange Act of 1934, potentially requiring all such banks to transfer some activities to affiliated
broker-dealers. The SEC has issued rules regarding the push-out of “dealer” functions that became effective on
September 30, 2003. On June 30, 2004, the SEC issued its proposed Regulation B, which would govern the
push-out requirements for “broker” functions. The SEC has issued Regulation B in interim form but has
exempted banks from the definition of “broker” until September 30, 2006. The final form of Regulation B, its
applicability to banks and the date of its effectiveness are still subject to change. At this time, we do not believe
that these push-out rules as adopted or as currently proposed will have a significant impact on our business as
currently conducted in the United States.
Anti-Money Laundering Initiatives and the USA PATRIOT Act. A major focus of U.S. governmental
policy relating to financial institutions in recent years has been aimed at preventing money laundering and
terrorist financing. The USA PATRIOT Act of 2001 substantially broadened the scope of U.S. anti-money
laundering laws and regulations by imposing significant new compliance and due diligence obligations, creating
new crimes and penalties and expanding the extra-territorial jurisdiction of the United States. The U.S.
Department of the Treasury has issued a number of implementing regulations that impose obligations on
financial institutions to maintain appropriate policies, procedures and controls to detect, prevent and report
money laundering and terrorist financing, and to verify the identity of their customers. In addition, the bank
regulatory agencies carefully scrutinize the adequacy of an institution’s policies, procedures and controls. As a
result, there has been an increased number of regulatory sanctions and law enforcement authorities have been
taking a more active role. Failure of a financial institution to maintain and implement adequate policies,
procedures and controls to prevent money laundering and terrorist financing could in some cases have serious
legal and reputational consequences for the institution, including the incurring of expenses to enhance the
relevant programs and the imposition of limitations on the scope of their operations.
38
C. Organizational Structure
The following chart presents our basic corporate structure as at March 31, 2006:
Mitsubishi UFJ Financial Group, Inc.
Corporate Center
Integrated Retail Banking Business Group
Integrated Corporate Banking Business Group
Integrated Trust Assets Business Group
100%
100%
63%
100% (of which
55% is held directly
by Mitsubishi UFJ
Financial Group, Inc.)
The Bank of
Tokyo-Mitsubishi UFJ, Ltd.
Mitsubishi UFJ Trust and
Banking Corporation
Mitsubishi UFJ
Securities Co., Ltd.
Mitsubishi UFJ Asset
Management Co., Ltd.
Set forth below is a list of our significant subsidiaries at March 31, 2006:
Name
Country of
Incorporation
Proportion of
Ownership
Interest
(%)
Proportion of
Voting
Interest
(%)
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
. . . . . . . . . . . . . . . . . . . .
Mitsubishi UFJ Trust and Banking Corporation . . . . . . . . . . . . . . .
Mitsubishi UFJ Securities Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . .
Mitsubishi UFJ Asset Management Co., Ltd.
. . . . . . . . . . . . . . . . .
UFJ NICOS Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DC Card Co., Ltd.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MU Strategic Partner Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mitsubishi UFJ Home Loan Credit Co., Ltd. . . . . . . . . . . . . . . . . . .
The Senshu Bank, Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NBL Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Master Trust Bank of Japan, Ltd.
. . . . . . . . . . . . . . . . . . . . . . .
Mitsubishi UFJ Factors Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mitsubishi UFJ Research and Consulting Ltd. . . . . . . . . . . . . . . . . .
MU Investments Co., Ltd.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Defined Contribution Plan Consulting of Japan Co., Ltd. . . . . . . . .
BOT Lease Co., Ltd.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
UnionBanCal Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Union Bank of California, N.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bank of Tokyo-Mitsubishi UFJ (Canada) . . . . . . . . . . . . . . . . . . . .
Bank of Tokyo-Mitsubishi UFJ (Holland) N.V.
. . . . . . . . . . . . . . .
Bank of Tokyo-Mitsubishi UFJ Trust Company . . . . . . . . . . . . . . .
Banco de Tokyo-Mitsubishi UFJ Brasil S/A . . . . . . . . . . . . . . . . . .
Bank of Tokyo-Mitsubishi UFJ (Malaysia) Berhad . . . . . . . . . . . . .
Mitsubishi UFJ Wealth Management Bank (Switzerland), Ltd.
. . .
Bank of Tokyo-Mitsubishi UFJ (Luxembourg) S.A. . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . .
BTMU North America International, Inc.
Bank of Tokyo-Mitsubishi UFJ (Mexico) S.A.
. . . . . . . . . . . . . . . .
PT U Finance Indonesia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mitsubishi UFJ Trust & Banking Corporation (U.S.A.) . . . . . . . . .
Mitsubishi UFJ Trust International Limited . . . . . . . . . . . . . . . . . . .
Mitsubishi UFJ Securities International plc . . . . . . . . . . . . . . . . . . .
Mitsubishi UFJ Securities (USA), Inc. . . . . . . . . . . . . . . . . . . . . . . .
Mitsubishi UFJ Securities (HK) Holdings, Limited . . . . . . . . . . . . . Peoples’ Republic of China
Japan
Japan
Japan
Japan
Japan
Japan
Japan
Japan
Japan
Japan
Japan
Japan
Japan
Japan
Japan
Japan
USA
USA
Canada
Netherlands
USA
Brazil
Malaysia
Switzerland
Luxembourg
USA
Mexico
Indonesia
USA
UK
UK
USA
100.00
100.00
62.50
100.00
69.05
44.82
100.00
99.99
68.17
89.74
46.50
75.77
69.45
100.00
70.00
21.06
62.91
62.91
100.00
100.00
100.00
98.92
100.00
100.00
99.99
100.00
100.00
95.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
63.32
100.00
69.12
44.82
100.00
99.99
68.33
89.74
46.50
75.77
69.45
100.00
70.00
21.06
62.91
62.91
100.00
100.00
100.00
98.92
100.00
100.00
99.99
100.00
100.00
95.00
100.00
100.00
100.00
100.00
100.00
39
D. Property, Plants and Equipment
Premises and equipment at March 31, 2005 and 2006 consisted of the following:
2005
2006
(in millions)
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment and furniture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 170,834
415,606
440,258
229,938
2,923
¥ 471,184
576,899
565,857
308,905
6,703
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,259,559
690,753
1,929,548
755,971
Premises and equipment—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 568,806
¥1,173,577
Our registered address is 7-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo. At March 31, 2006, we and our
subsidiaries conducted our operations either in our owned premises or in leased properties.
The following table presents the areas and book values of our material office and other properties at
March 31, 2006:
Owned land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leased land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Owned buildings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leased buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Area
(in thousands of square feet)
22,261
1,907
28,017
19,228
Book value
(in millions)
¥471,184
—
304,667
—
Our owned buildings and land are primarily used by us and our subsidiaries. Most of the buildings and land
owned by us are free from material encumbrances, except as described below.
In March 1999, Bank of Tokyo-Mitsubishi sold to Mitsubishi Estate Co., Ltd., or Mitsubishi Estate, a 50%
undivided interest in the buildings and land for its head office and Nihonbashi office and, at the same time, Bank
of Tokyo-Mitsubishi entered into an agreement to lease back from the buyer the 50% undivided interests of the
buildings sold for a period of seven years. We accounted for these transactions as financing arrangements. On
August 31, 2005, Bank of Tokyo-Mitsubishi bought back the aforementioned buildings and land from Mitsubishi
Estate. For further information, see note 9 to our consolidated financial statements.
During the fiscal year ended March 31, 2006, we invested approximately ¥82.4 billion in our subsidiaries
primarily for office renovations and relocation, primarily due to the merger with UFJ Holdings.
Item 4A. Unresolved Staff Comments.
None.
40
Item 5. Operating and Financial Review and Prospects.
The following discussion and analysis should be read in conjunction with “Item 3.A. Key Information—
Selected Financial Data,” “Selected Statistical Data” and our consolidated financial statements and related
notes included elsewhere in this Annual Report.
Roadmap to Reading the Discussion of Our Operating and Financial Review and Prospects
A. Operating Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Business Environment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Critical Accounting Estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounting Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recently Issued Accounting Pronouncements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Business Segment Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Geographic Segment Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of the Change in Exchange Rates on Foreign Currency Translation . . . . . . . . . . . . . . . . . . . . . .
B. Liquidity and Capital Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Off-balance-sheet Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contractual Cash Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-exchange Traded Contracts Accounted for at Fair Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
C. Research and Development, Patents and Licenses, etc.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
D. Trend Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
E. Off-balance-sheet Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F. Tabular Disclosure of Contractual Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
G. Safe Harbor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
41
41
44
46
49
53
56
59
67
73
74
75
75
88
91
95
95
96
96
96
96
96
A. Operating Results
Introduction
We are a holding company for Bank of Tokyo-Mitsubishi UFJ, or BTMU, Mitsubishi UFJ Trust and
Banking Corporation, or MUTB, Mitsubishi UFJ Securities, or MUS, and other subsidiaries. Through our
subsidiaries and affiliated companies, we engage in a broad range of financial operations, including commercial
banking, investment banking, trust banking and asset management services, securities businesses, and provide
related services to individual and corporate customers.
41
Key Financial Figures
The following are some key figures prepared in accordance with US GAAP relating to our business.
Due to our merger with UFJ Holdings on October 1, 2005, the results for the fiscal year ended March 31,
2006 reflect the pre-merger results of MTFG for the six months ended September 30, 2005 and the post-merger
results of MUFG for the six months ended March 31, 2006, while the results for the fiscal years ended March 31,
2004 and 2005 reflect the results of MTFG only. The merger with UFJ Holdings was the major factor in the
changes in many of the items in our consolidated statements of income as well as our consolidated balance sheet
for the fiscal year ended March 31, 2006.
Fiscal years ended March 31,
2004
2005
2006
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (credit) for credit losses . . . . . . . . . . . . . .
Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . .
Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets (at end of period) . . . . . . . . . . . . . . . . . .
¥
992.7
(114.4)
1,298.7
1,229.4
823.0
103,699.1
(in billions)
969.1
¥
108.3
986.8
1,129.2
415.2
108,422.1
¥
1,648.6
110.2
1,067.4
2,076.1
363.5
186,219.4
Our revenues consists of net interest income and non-interest income.
Net interest income is a function of:
•
•
•
•
the amount of interest-earning assets,
the general level of interest rates,
the so-called “spread,” or the difference between the rate of interest earned on interest-earning assets
and the rate of interest paid on interest-bearing liabilities, and
the proportion of interest-earning assets financed by non-interest-bearing liabilities and equity.
Non-interest income consists of:
•
fees and commissions, including
•
•
•
•
•
•
•
•
•
•
•
trust fees,
fees on funds transfer and service charges for collections,
fees and commissions on international business,
fees and commissions on credit card business,
service charges on deposits,
fees and commissions on securities business,
fees on real estate business,
insurance commissions,
fees and commissions on stock transfer agency services,
guarantee fees, and
other fees and commissions;
•
•
foreign exchange gains (losses)—net, which primarily include net gains (losses) on currency derivative
instruments entered into for trading purposes and transaction gains (losses) on the translation into
Japanese yen of monetary assets and liabilities denominated in foreign currencies;
trading account profits—net, which primarily include net gains (losses) on trading securities and interest
rate derivative instruments entered into for trading purposes;
42
•
•
•
investment securities gains (losses)—net, which primarily include net gains on sales of marketable
securities, particularly marketable equity securities;
equity in earnings (losses) of equity method investees; and
other non-interest income.
Provision (credit) for credit losses are charged to operations to maintain the allowance for credit losses at a
level deemed appropriate by management.
Core Business Areas
Effective April 1, 2004, we implemented an integrated business group system, which currently integrates the
operations of BTMU, MUTB, MUS and other subsidiaries in the following three areas—Retail, Corporate and
Trust Assets. These three businesses serve as the core sources of our revenue. Operations that are not covered
under the integrated business group system are classified under Global Markets and Other.
Our business segment information is not consistent with our consolidated financial statements prepared in
accordance with US GAAP. The following chart illustrates the relative contributions to operating profit for the
fiscal year ended March 31, 2006 of the three core business areas and the other business areas based on our
segment information:
Global Markets
and Other 8%
Integrated Trust
Assets Business
Group 3%
Integrated Retail Banking
Business Group 23%
Integrated Corporate
Banking Business Group
(Overseas) 17%
Integrated Corporate
Banking Business Group
(Domestic) 49%
Establishment of Mitsubishi UFJ Financial Group
In October 2005, Mitsubishi Tokyo Financial Group, Inc. merged with UFJ Holdings, Inc. to form
Mitsubishi UFJ Financial Group, Inc. At the same time, their respective trust banking and securities companies
merged to form MUTB and MUS. This was followed in January 2006 by the merger of our subsidiary
commercial banks to form BTMU.
The merger marked the creation of a fully-fledged, comprehensive financial group with a broad and
balanced domestic and international network, and a diverse range of services provided by group companies,
complemented by one of the largest customer base in Japan. We aim to complete the integration process and
realize the benefits of integration while enhancing the types and quality of our services in order to flexibly and
comprehensively meet a diverse range of customer needs.
The merger was accounted for under the purchase method of accounting, and the assets and liabilities of
UFJ Holdings and its subsidiaries were recorded at fair value as of October 1, 2005. The purchase price of UFJ
Holdings amounted to ¥4,406.1 billion, of which ¥4,403.2 billion was recorded in capital surplus relating to the
merger with UFJ Holdings and the direct acquisition costs of ¥2.9 billion were included in the purchase price.
Shareholders’ equity of UFJ Holdings was ¥2,530.8 billion and the goodwill relating to the merger with UFJ
Holdings was ¥1,733.1 billion.
43
Related to the merger, UFJ Holdings shareholders of record as of September 30, 2005 received 0.62 shares
of our common stock in exchange for one share of UFJ Holdings common stock. As a result of the merger, we
issued 3,215,172 shares of new common stock to UFJ Holdings shareholders, representing a 49.12% increase in
our common shares issued as of October 3, 2005. Additionally, each outstanding share of class II, IV, V, VI and
VII preferred stock of UFJ Holdings was exchanged for one share of our class 8, 9, 10, 11 and 12 preferred stock,
respectively.
For further information, see note 2 and note 20 to our consolidated financial statements.
Recent Developments
Completion of Public Fund Repayment and Repurchase of Our Common Shares
UFJ Holdings was a recipient of public funds from the Resolution and Collection Corporation, a Japanese
government entity. The public funds were injected in the form of a convertible preferred stock investment in UFJ
Holdings. This convertible preferred stock was exchanged in the merger with UFJ Holdings for newly issued
preferred shares of MUFG that were convertible into common stock.
Between October 2005 and June 2006, the Resolution and Collection Corporation sold in the market
666,962 shares of our common stock which were issued upon conversion (or acquisition claim after the Company
Law took effect) of our preferred shares held by the Resolution and Collection Corporation. Along with these
sales, we repurchased 681,690 shares of our common stock.
In June 2006, 277,245 shares of the common stock issued upon an acquisition claim for the preferred shares
held by the Resolution and Collection Corporation were sold by the Resolution and Collection Corporation in a
secondary offering of shares and, at the same time, 41,000 shares of the common stock were sold by way of over
allotment. For this overallotment, we sold 41,000 treasury shares of our common stock.
The remaining preferred shares held by the Resolution and Collection Corporation were sold to non-
governmental institutions.
As a result of the above transactions, there are currently no public funds in our capital base.
Sale of UnionBanCal’s International Correspondent Banking Business
In September 2005, UnionBanCal Corporation, a U.S. subsidiary of BTMU, signed a definitive agreement
to sell its international correspondent banking operations to Wachovia Bank, N.A. effective October 6, 2005, and
the principal legal closing of the transaction took place on the same day. At the principal closing, no loans or
other assets were acquired by Wachovia Bank, N.A., and no liabilities were assumed. As of June 30, 2006, all of
UnionBanCal Corporation’s offices designated for disposal were closed. The remaining assets include deposits
with banks awaiting approval for repatriation of capital and unremitted profits and loans that are maturing by
January 2008. The remaining liabilities primarily consist of accrued expenses, which will be settled when due.
We accounted for the transaction as discontinued operations in accordance with SFAS No. 144,
“Accounting for Impairment or Disposal of Long-Lived Assets” and presented the financial position and results
of operations of discontinued operations as a separate line item in our consolidated financial statements. See note
3 to our consolidated financial statements for more information.
Establishment of Mitsubishi UFJ Merrill Lynch PB Securities
In May 2006, we established a joint-venture private banking firm named Mitsubishi UFJ Merrill Lynch PB
Securities Co., Ltd., with Merrill Lynch & Co., Inc. and Merrill Lynch Japan Securities Co., Ltd. The joint
venture firm offers high-net-worth Japanese individuals and small and medium-sized organizations a full range
44
of innovative financials products and services. BTMU and MUS own 40% and 10%, respectively, of the voting
common shares of the joint venture company, and Merrill Lynch owns the remaining 50%. Merrill Lynch Japan
Securities contributed its private client business, comprising approximately 8,000 client accounts and more than
¥1 trillion in assets under administration, into the joint venture firm. We, in turn, will introduce the capabilities
and services of the joint venture firm to BTMU’s high-net-worth client base.
Mitsubishi UFJ Securities Becomes a Directly-Held Subsidiary
On July 1, 2005, MTFG made Mitsubishi Securities a directly-held subsidiary by acquiring substantially all
of the shares of Mitsubishi Securities common stock then held by our subsidiary banks. As a result of this
transfer of shares within our group and the merger between Mitsubishi Securities and UFJ Tsubasa Securities to
form MUS, as of March 31, 2006, we held MUS common stock representing 63% of the voting rights. Since the
transfer was a transaction among our group companies, other than the effect of income tax, the transfer did not
impact our consolidated financial statements.
On August 29, 2006, we and MUS signed a basic agreement regarding a proposed share exchange
agreement to make MUS a wholly-owned subsidiary, subject to approval by MUS shareholders and the relevant
authorities. The purpose of making MUS a wholly-owned subsidiary is, among other factors, to seize the
opportunities presented by the deregulation of the Japanese financial markets and further enhance cooperation
between group companies. We believe that we will be able to further strengthen our securities and investment
banking businesses and maximize synergies among our banking, trust and securities businesses. As a result of the
proposed share exchange which is planned to be completed by March 31, 2007, MUS shareholders will receive
shares of our common stock in exchange for their shares of MUS common stock and become our shareholders.
Strategic Business and Capital Alliance with Norinchukin Bank
In November 2005, we entered into a definitive agreement regarding a strategic business and capital alliance
with Norinchukin Bank. As part of this alliance, we will provide specific infrastructure and know-how in the
retail business to Norinchukin Bank while gaining access to Norinchukin Bank’s extensive customer base and
operational network. This alliance will enable us to strengthen our retail business and enhance our revenue base
by increasing the number of credit card customers. In December 2005, as part of the capital alliance, Norinchukin
Bank purchased 17,700 shares of class 8 preferred stock and 22,400 shares of class 12 preferred stock of MUFG
from the Resolution and Collection Corporation for ¥101.4 billion. Norinchukin Bank also purchased 50,000,000
shares of first series class I stock of UFJ NICOS Co., Ltd., a consolidated subsidiary of BTMU that was formed
by the merger of Nippon Shinpan Co., Ltd. and UFJ Card Co., Ltd. in October 2005, for approximately ¥100
billion.
Transfer to the Japanese Government of the Substitutional Portion of Employee Pension Fund Plans
The substitutional portion of employee pension fund liabilities of Bank of Tokyo-Mitsubishi were
transferred to the Japanese government in March 2005. Since the transfer was completed after the measurement
date in the fiscal year ended March 31, 2005, we recognized net gains of ¥35.0 billion as a result of the transfer /
settlement for the fiscal year ended March 31, 2006. This gain consisted of ¥103.0 billion in non-interest income
under a government grant for the transfer of the substitutional portion of employees’ pension fund plans and
¥68.0 billion in non-interest expense under salaries and employee benefits. For further information, see note 18
to our consolidated financial statements.
Basic Agreement on the Merger of UFJ NICOS and DC Card
On January 26, 2006, we, UFJ NICOS and DC Card, our credit card subsidiaries, and BTMU entered into a
basic agreement on the merger of UFJ NICOS and DC Card. The merger is planned to take place on April 1,
2007 with UFJ NICOS being the surviving entity. The objective of the merger is to combine UFJ NICOS’ large
and extensive network, reputation and product development capability with DC Card’s co-branding relationships
and acceptance of regional cards.
45
Purchase of Preferred Stock of Subsidiary
In May 2006, BTMU purchased from Merrill Lynch all of the preferred stock and the rights to subscribe for
new shares issued by MU Strategic Partner Co., Ltd., a subsidiary of BTMU, in consideration of ¥120.0 billion
for the preferred stock and ¥48.6 billion for the rights to subscribe for new shares.
MU Strategic Partner, formerly known as UFJ Strategic Partner Co., Ltd., was incorporated in December
2002 for the purpose of promoting the resolution of problem loans and raising equity capital. Pursuant to the
Investors Agreement between the former UFJ Bank and Merrill Lynch in February 2003, MU Strategic Partner
raised equity capital by the issuance of preferred stock of ¥120.0 billion to Merrill Lynch, and has committed
itself to restructuring, and resolving problem loans.
MU Strategic Partner has made substantive progress in its measures to resolve problem loans, and BTMU
has dissolved its capital relationship with Merrill Lynch through MU Strategic Partner and has made MU
Strategic Partner its wholly owned subsidiary.
Issuance of “Non-dilutive” Preferred Securities
In order to strengthen our capital base, in August 2005, MTFG Capital Finance Limited, a special purpose
company established in the Cayman Islands, issued ¥165 billion in non-cumulative and non-dilutive perpetual
preferred securities in a private placement to institutional investors.
Similarly, in March 2006, MUFG Capital Finance 1 Limited, MUFG Capital Finance 2 Limited and MUFG
Capital Finance 3 Limited, special purpose companies established in the Cayman Islands, issued $2.3 billion,
€750 million and ¥120 billion, respectively, in non-cumulative and non-dilutive perpetual preferred securities in
a global offering targeting overseas institutional investors.
Those preferred securities contribute to our Tier 1 capital at March 31, 2006 under the BIS capital adequacy
requirements. However, for accounting purposes under US GAAP, because those special purpose companies are
not consolidated entities, the loans, which are made to us from the proceeds from the preferred securities issued
by these special purpose companies, are presented as long-term debt in our consolidated balance sheet at March
31, 2006.
Purchase of 50% of Bank of Tokyo-Mitsubishi’s Head Office and Nihonbashi Annex
In August 2005, Bank of Tokyo-Mitsubishi purchased from Mitsubishi Estate Co., Ltd., the equivalent of
50% of the land and buildings of Bank of Tokyo-Mitsubishi’s head office and Nihonbashi annex, for
approximately ¥111.6 billion. The purchase was undertaken to increase the stability and flexibility of the
property as the office buildings and land function as a significant part of BTMU’s infrastructure. For further
information, see note 9 to our consolidated financial statements.
Business Environment
We engage, through our subsidiaries and affiliated companies, in a wide range of financial operations,
including commercial banking, investment banking, asset management, trust banking and securities-related
businesses, and provide related services to individuals primarily in Japan and the United States and corporate
customers around the world. Our results of operations and financial condition are exposed to changes in various
external economic factors, including:
• General economic conditions;
•
Interest rates;
• Currency exchange rates; and
•
Stock and real estate prices.
46
Economic Environment in Japan
For the fiscal year ended March 31, 2006, the Japanese economy started off slowly, due mainly to an
adjustment in inventory in the IT sector. However, with the rise in exports in the summer, along with increases in
capital expenditures and steady increases in private consumption, the Japanese economy moved toward recovery.
With respect to interest rates, the Bank of Japan lifted its easy monetary policy in March 2006 due to
increases in consumer prices, but short-term interest rates remained at near zero percent. As to long-term interest
rates, the yield on ten-year Japanese government bonds declined slightly during the first half of the fiscal year,
but later rose due to anticipation surrounding the lifting of the easy monetary policy by the Bank of Japan. In July
2006, the Bank of Japan abolished its zero interest rate policy and raised the uncollateralized overnight call rate
to 0.25%. The following chart shows the interest rate trends in Japan since January 2003:
2.0
1.8
1.6
1.4
1.2
1.0
0.8
0.6
0.4
0.2
0.0
Jan-03
M ar-03
M ay-03
Jul-03
Sep-03
N ov-03
Jan-04
M ar-04
M ay-04
Jul-04
Sep-04
N ov-04
Jan-05
M ar-05
M ay-05
Jul-05
Sep-05
N ov-05
Jan-06
M ar-06
M ay-06
Jul-06
Newly Issued Japanese Government Bonds Yield (10 years) (End of Month)
Uncollateralized Overnight Call Rates (End of Month)
The Japanese stock markets continued to rise during the fiscal year ended March 31, 2006. The Nikkei
Stock Average, which is an average of 225 blue chip stocks listed on the Tokyo Stock Exchange, rose from
¥11,668.95 at March 31, 2005 to ¥17,059.66 at March 31, 2006. Similarly, the Tokyo Stock Price Index, or
TOPIX, a composite index of all stocks listed on the First Section of the Tokyo Stock Exchange, rose from
1,182.18 at March 31, 2005 to 1,728.16 at March 31, 2006. As of mid-September 2006, the Nikkei Stock
Average was around ¥16,000, and TOPIX was around 1,600.
47
In the foreign exchange markets, the yen depreciated against the US dollar during the period due to the
widening interest rate differentials between Japan and the U.S., caused by the steady increase in US interest rates.
The following chart shows the foreign exchange rates expressed in Japanese yen per $1.00:
¥/$
122
120
118
116
114
112
110
108
106
104
102
100
Jan-03
M ar-03
M ay-03
Jul-03
Sep-03
N ov-03
Jan-04
M ar-04
M ay-04
Jul-04
Sep-04
N ov-04
Jan-05
M ar-05
M ay-05
Jul-05
Sep-05
N ov-05
Jan-06
M ar-06
M ay-06
Jul-06
Noon buying rates of the Federal Reserve Bank of New York
(End of Month)
Based on the average government-set official land prices as of January 1, 2006, average land prices in Japan
continued to decline, but in major metropolitan areas, such as Tokyo, Osaka and Nagoya, land prices showed a
bottoming-out trend. Nationwide residential land prices and land prices for commercial properties as of
January 1, 2006 both declined 2.7%, compared to a 4.6% decline for residential land prices and a 5.6% decline
for commercial properties in the previous year. Tokyo residential land prices and land prices for commercial
properties as of January 1, 2006 increased 0.8% and 3.0%, respectively, compared to a decline of 1.7% for
residential land prices and a decline of 0.9% for commercial properties in the previous year.
The number of companies who filed for legal bankruptcy filings in Japan during the fiscal year ended
March 31, 2006 was approximately 9,000, an increase from approximately 6,000 for the previous fiscal year. The
gross amount of liabilities was approximately ¥5.8 trillion, which is relatively unchanged from the previous fiscal
year due to a decrease in large-scale bankruptcies.
International Financial Markets
With respect to the international financial and economic environment for the fiscal year ended March 31,
2006, overseas economies such as the United States and China showed steady signs of economic growth.
In the United States, the target for the federal funds rate was raised a total of eight times, from 2.75% to
4.75%. The 10-year U.S. treasury note, a benchmark for long-term interest rates, started at around 4.3% in April
2005 and climbed to around 4.7% in March 2006. As of mid-September 2006, the federal funds rate was 5.25%
and the 10-year yield was around 4.7%.
In the EU, the European Central Bank’s policy rate was also raised twice, from 2.0% to 2.5%, during the
fiscal year ended March 31, 2006 and was 3.00% as of mid-September 2006.
48
Critical Accounting Estimates
Our consolidated financial statements are prepared in accordance with US GAAP. Many of the accounting
policies require management to make difficult, complex or subjective judgments regarding the valuation of assets
and liabilities. The accounting policies are fundamental to understanding our operating and financial review and
prospects. The notes to our consolidated financial statements provide a summary of our significant accounting
policies. The following is a summary of the critical accounting estimates:
Allowance for Credit Losses
The allowance for credit losses represents management’s estimate of probable losses in our loan portfolio.
The evaluation process, including credit-ratings and self-assessments, involves a number of estimates and
judgments. The allowance is based on two principles of accounting: (1) Statement of Financial Accounting
Standards, or SFAS, No. 5, “Accounting for Contingencies,” which requires that losses be accrued when they are
probable of occurring and can be estimated; and (2) SFAS No. 114, “Accounting by Creditors for Impairment of
a Loan” and SFAS No. 118, “Accounting by Creditors for Impairment of a Loan—Income Recognition and
Disclosures,” which require that losses be accrued based on the difference between the present value of expected
future cash flows discounted at the loan’s effective interest rate, the fair value of collateral or the loan’s
observable market value and the loan balance.
Our allowance for credit losses consists of an allocated allowance and an unallocated allowance. The
allocated allowance comprises (a) the allowance for specifically identified problem loans, (b) the allowance for
large groups of smaller balance homogeneous loans, (c) the allowance for loans exposed to specific country risk
and (d) the formula allowance. Both the allowance for loans exposed to specific country risk and formula
allowance are provided to performing loans that are not subject to either the allowance for specifically identified
problem loans or the allowance for large groups of smaller balance homogeneous loans. The allowance for loans
exposed to specific country risk covers transfer risk which is not specifically covered by other types of
allowance. Each of these components is determined based upon estimates that can and do change when actual
events occur.
The allowance for specifically identified problem loans, which represent large-balance, non-homogeneous
loans that have been individually determined to be impaired, uses various techniques to arrive at an estimate of
loss. Historical loss information, discounted cash flows, fair value of collateral and secondary market information
are all used to estimate those losses.
Large groups of smaller balance homogeneous loans are collectively evaluated for impairment, and the
allowance for such loans is established through a process that begins with estimates of probable losses inherent in
the portfolio. These estimates are based upon various analyses, including historical delinquency and credit loss
experience.
The allowance for loans exposed to specific country risk is based on an estimate of probable losses relating
to our exposure to countries that we identify as having a high degree of transfer risk. We use a country risk
grading system that assigns risk ratings to individual countries. To determine the risk rating, we consider the
instability of foreign currency and difficulties regarding our borrowers’ ability to service their debt.
The formula allowance uses a model based on historical losses as an indicator of future probable losses.
However, the use of historical losses is inherently uncertain and as a result could differ from losses incurred in
the future. However, since this history is updated with the most recent loss information, the differences that
might otherwise occur are mitigated.
Our actual losses could be more or less than the estimates. The unallocated allowance captures losses that
are attributable to various economic events, industry or geographic sectors whose impact on the portfolio have
49
occurred but have yet to be recognized in the allocated allowance. For further information regarding our
allowance for credit losses, see “Item 5.B. Liquidity and Capital Resources—Financial Condition—Allowance
for Credit Losses, Nonperforming and Past Due Loans.”
In addition to the allowance for credit losses on our loan portfolio, we maintain an allowance for credit
losses on off-balance-sheet credit instruments, including commitments to extend credit, a variety of guarantees
and standby letters of credit. Such allowance is included in Other liabilities. With regard to the allocated
allowance for specifically identified credit exposure and the allocated formula allowance, we apply the same
methodology that we use in determining the allowance for loan credit losses.
Determining the adequacy of the allowance for credit losses requires the exercise of considerable judgment
and the use of estimates, such as those discussed above. To the extent that actual losses differ from
management’s estimates, additional provisions for credit losses may be required that would adversely impact our
operating results and financial condition in future periods.
Impairment of Investment Securities
US GAAP requires the recognition in earnings of an impairment loss on investment securities for a decline
in fair value that is other than temporary. Determinations of whether a decline is other than temporary often
involves estimating the outcome of future events. Management judgment is required in determining whether
factors exist that indicate that an impairment loss has been incurred at the balance sheet date. These judgments
are based on subjective as well as objective factors. We conduct a review semi-annually to identify and evaluate
investment securities that have indications of possible impairment. The assessment of other than temporary
impairment requires judgment and therefore can have an impact on the results of operations. Impairment is
evaluated considering various factors, and their significance varies from case to case.
Debt and marketable equity securities.
In determining whether a decline in fair value below cost is other
than temporary for a particular security, indicators of an other than temporary decline for both debt and
marketable equity securities include, but are not limited to, the extent of decline in fair value below cost and the
length of time that the decline in fair value below cost has continued. If a decline in fair value below cost is 20%
or more or has continued for six months or more, we generally deem such decline as an indicator of an other than
temporary decline. We also consider the current financial condition and near-term prospects of issuers primarily
based on the credit standing of the issuers as determined by our credit rating system.
Certain securities held by BTMU, MUTB and certain other subsidiaries, which primarily consist of debt
securities issued by the Japanese national government and generally considered to be of minimal credit risk, were
determined not to be impaired in some cases, on the basis of the respective subsidiary’s ability and positive intent
to hold such securities to maturity.
The determination of other than temporary impairment for certain securities held by UnionBanCal
Corporation, our U.S. subsidiary, which primarily consist of securities backed by the full faith and credit of the
U.S. government and corporate asset-backed and debt securities, are made on the basis of a cash flow analysis of
securities and/or the ability of UnionBanCal Corporation to hold such securities to maturity.
The aggregate amount of unrealized losses at March 31, 2006 that we determined to be temporary was
¥71,528 million.
Nonmarketable equity securities. Nonmarketable equity securities are equity securities of companies that
are not publicly traded or are thinly traded. Such securities are primarily held at cost less other than temporary
impairment if applicable. For the securities carried at cost, we consider factors such as the credit standing of
issuers and the extent of decline in net assets of issuers to determine whether the decline is other than temporary.
When we determine that the decline is other than temporary, nonmarketable equity securities are written down to
our share of the amount of the issuer’s net assets, which approximates fair value. When the decline is other than
50
temporary, certain nonmarketable equity securities issued by public companies, such as preferred stock
convertible to marketable common stock in the future, are written down to fair value estimated by commonly-
accepted valuation models, such as option pricing models based on a number of factors, including the quoted
market price of the underlying marketable common stock, volatility and dividend payments as appropriate.
The markets for equity securities and debt securities are inherently volatile, and the values of both types of
securities have fluctuated significantly in recent years. Accordingly, our assessment of potential impairment
involves risks and uncertainties depending on market conditions that are global or regional in nature and the
condition of specific issuers or industries, as well as management’s subjective assessment of the estimated future
performance of investments. If we later conclude that a decline is other than temporary, the impairment loss may
significantly affect our operating results and financial condition in future periods.
Valuation of Deferred Tax Assets
A valuation allowance for deferred tax assets is recognized if, based on the weight of available evidence, it
is more likely than not that some portion or all of the deferred tax assets will not be realized. All available
evidence, both positive and negative, is considered to determine whether, based on the weight of that evidence, a
valuation allowance is needed. Future realization of the tax benefit of existing deductible temporary differences
or carryforwards ultimately depends on the existence of sufficient taxable income in future periods.
In determining a valuation allowance, we perform a review of future taxable income (exclusive of reversing
temporary differences and carryforwards) and future reversals of existing taxable temporary differences. Future
taxable income is developed from forecasted operating results, based on recent historical trends and approved
business plans, the eligible carryforward periods and other relevant factors. For certain subsidiaries where strong
negative evidence exists, such as the existence of significant amounts of operating loss carryforwards, cumulative
losses and the expiration of unused operating loss carryforwards in recent years, a valuation allowance is
recognized against the deferred tax assets to the extent that it is more likely than not that they will not be realized.
Among other factors, forecasted operating results, which serve as the basis of our estimation of future
taxable income, have a significant effect on the amount of the valuation allowance. In developing forecasted
operating results, we assume that our operating performance is stable for certain entities where strong positive
evidence exists, including core earnings based on past performance over a certain period of time. The actual
results may be adversely affected by unexpected or sudden changes in interest rates as well as an increase in
credit-related expenses due to the deterioration of economic conditions in Japan and material declines in the
Japanese stock market to the extent that such impacts exceed our original forecast. In addition, near-term taxable
income is also influential on the amount of the expiration of unused operating loss carryforwards since tax
regulations permit net operating losses to be deducted for a predetermined period generally no longer than seven
years. At March 31, 2006, we had operating loss carryforwards of ¥4,036.8 billion, the majority of which will
expire by March 31, 2010.
Because the establishment of the valuation allowance is an inherently uncertain process involving estimates
as discussed above, the currently established allowance may not be sufficient. If the estimated allowance is not
sufficient, we will incur additional deferred tax expenses, which could materially affect our operating results and
financial condition in future periods.
Accounting for Goodwill and Intangible Assets
US GAAP requires us to test goodwill for impairment at least annually, or more frequently if events or
changes in circumstances indicate that goodwill may be impaired, using a two-step process that begins with an
estimation of the fair value of a reporting unit of our business, which is to be compared with the carrying amount
of the unit, to identify potential impairment of goodwill. A reporting unit is an operating segment or component
of an operating segment that constitutes a business for which discrete financial information is available and is
regularly reviewed by management. The fair value of a reporting unit is defined as the amount at which the unit
51
as a whole could be bought or sold in a current transaction between willing parties. Since an observable quoted
market price for a reporting unit is not always available, the fair value of the reporting units are determined using
a combination of valuation techniques consistent with the income approach and market approach. In the income
approach, discounted cash flows were calculated by taking the net present value based on each reporting unit’s
internal forecasts. Cash flows were discounted using a discount rate approximating the weighted average cost of
capital after making adjustments for risks inherent in the cash flows. In the market approach, analysis using
market-based trading and transaction multiples was used. If the carrying amount of a reporting unit exceeds its
estimated fair value, the second step of the goodwill impairment test is performed to measure the amount of
impairment loss recorded in income. This test requires comparison of the implied fair value of the unit’s goodwill
with the carrying amount of that goodwill. The estimate of the implied fair value of the reporting unit’s goodwill
requires us to allocate the fair value of a reporting unit to all of the assets and liabilities of that reporting unit,
including unrecognized intangible assets, if any, since the implied fair value is determined as the excess of the
fair value of a reporting unit over the net amounts assigned to its assets and liabilities in the allocation.
Accordingly, the second step of the impairment test also requires an estimate of the fair value of individual assets
and liabilities, including any unrecognized intangible assets that belong to that unit.
In connection with our merger with UFJ Holdings, we recorded goodwill of ¥1,733.1 billion, and goodwill
was not impaired as of March 31, 2006, nor was any goodwill written off during the fiscal year ended March 31,
2006. See note 2 to our consolidated financial statements for more information on the goodwill acquired in
connection with the merger with UFJ Holdings, and note 10 to our consolidated financial statements for more
information on goodwill by major business segments.
Intangible assets are amortized over their estimated useful life unless they have indefinite useful lives.
Amortization for intangible assets is computed in a manner that best reflects the economic benefits of the
intangible assets. Intangible assets having indefinite useful lives are subject to annual impairment tests. An
impairment exists if the carrying value of an indefinite-lived asset exceeds its fair value. For other intangible
assets subject to amortization, an impairment is recognized if the carrying amount exceeds the fair value of the
intangible asset.
Accrued Severance Indemnities and Pension Liabilities
We have defined benefit retirement plans, including lump-sum severance indemnities and pension plans,
which cover substantially all of our employees. Severance indemnities and pension costs are calculated based
upon a number of actuarial assumptions, including discount rates, expected long-term rates of return on our plan
assets and rates of increase in future compensation levels. In accordance with US GAAP, actual results that differ
from the assumptions are accumulated and amortized over future periods, and affect our recognized net periodic
pension costs and accrued severance indemnities and pension obligations in future periods. We had an
unrecognized net actuarial gain for domestic severance indemnities and pension plans of ¥58.7 billion at
March 31, 2006. Differences in actual experience or changes in assumptions may affect our financial condition
and operating results in future periods.
The discount rates for the domestic plans are set to reflect the interest rates of high-quality fixed-rate
instruments with maturities that correspond to the timing of future benefit payments.
In developing our assumptions for expected long-term rates of return, we refer to the historical average
returns earned by the plan assets and the rates of return expected to be available for reinvestment of existing plan
assets, which reflect recent changes in trends and economic conditions, including market price. We also evaluate
input from our actuaries, including their reviews of asset class return expectations.
Valuation of Financial Instruments with No Available Market Prices
Fair values for the substantial majority of our portfolio of financial instruments, including available-for-sale
and held-to-maturity securities, trading accounts and derivatives, with no available market prices are determined
based upon externally verifiable model inputs and quoted prices. All financial models, which are used for
52
independent risk monitoring, must be validated and periodically reviewed by qualified personnel independent of
the area that created the model. The fair value of derivatives is determined based upon liquid market prices
evidenced by exchange-traded prices, broker-dealer quotations or prices of other transactions with similarly rated
counterparties. If available, quoted market prices provide the best indication of value. If quoted market prices are
not available for fixed maturity securities and derivatives, we discount expected cash flows using market interest
rates commensurate with the credit quality and maturity of the investment. Alternatively, we may use matrix or
model pricing to determine an appropriate fair value. In determining fair values, we consider various factors,
including time value, volatility factors and underlying options, warrants and derivatives.
The estimated fair values of financial instruments without quoted market prices were as follows:
At March 31,
2005
2006
(in billions)
Financial assets:
Trading account assets, excluding derivatives . . . . . . . . . . . . . . . . .
Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial instruments, net
¥ 5,268
25,385
34
¥ 6,790
40,343
—
Financial liabilities:
Trading account liabilities, excluding derivatives . . . . . . . . . . . . . .
Obligations to return securities received as collateral
. . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial instruments, net
7
3,015
—
119
3,946
219
A significant portion of trading account assets and liabilities, excluding derivatives, investment securities
and obligations to return securities received as collateral consists of Japanese national government and agency
bonds, and foreign government and official institutions bonds, for which prices are actively quoted among
brokers and are readily available but are not publicly reported and therefore are not considered quoted market
prices. Additionally, a substantial portion of derivative financial instruments are comprised of over-the-counter
interest rate and currency swaps and options. Estimates of fair value of these derivative transactions are
determined using quantitative models with multiple market inputs, which can be validated through external
sources, including brokers and market transactions with third parties.
Accounting Changes
Variable Interest Entities—In January 2003, the Financial Accounting Standards Board, or the FASB,
issued FASB Interpretation, or FIN, No. 46, “Consolidation of Variable Interest Entities, an interpretation of
ARB No. 51.” FIN No. 46 addresses consolidation by business enterprises of variable interest entities, or VIEs.
The consolidation requirements of FIN No. 46 applied immediately to VIEs created after January 31, 2003. We
have applied, as required, FIN No. 46 to all VIEs created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning after June 15, 2003, which has been
amended by the FASB as described below.
In December 2003, the FASB issued FIN No. 46 (revised December 2003), “Consolidation of Variable
Interest Entities, an interpretation of ARB No. 51,” or FIN No. 46R. FIN No. 46R modified FIN No. 46 in certain
respects, including the scope exception, the definition of VIEs, and other factors that effect the determination of
VIEs and primary beneficiaries that must consolidate VIEs. FIN No. 46R, as written, applies to VIEs created
before February 1, 2003 no later than the end of the first reporting period that ends after March 15, 2004, and to
all special purpose entities no later than the first reporting period that ends after December 15, 2003. Subsequent
to the issuance of FIN No. 46R, the Chief Accountant of the U.S. Securities and Exchange Commission, or SEC,
stated the SEC staff’s position in a letter to the American Institute of Certified Public Accountants, or AICPA,
dated March 3, 2004, that the SEC staff did not object to the conclusion that FIN No. 46R should not be required
to be applied at a date earlier than the original FIN No. 46 and that foreign private issuers would be required to
53
apply FIN No. 46R at various dates depending on the entity’s year-end and the frequency of interim reporting. In
accordance with the letter, we adopted FIN No. 46R on April 1, 2004, except for certain investment companies,
for which the effective date of FIN No. 46R was deferred. Under FIN No. 46R, any difference between the net
amount added to the balance sheet and the amount of any previously recognized interest in the VIE is recognized
as a cumulative effect of a change in accounting principle. The cumulative effect of the change in accounting
principle was to decrease net income by ¥977 million for the fiscal year ended March 31, 2005. See note 27 to
our consolidated financial statements for further discussion of VIEs in which we hold variable interests.
Accounting for Certain Loans and Debt Securities Acquired in a Transfer—In December 2003, the AICPA
issued Statement of Position 03-3, “Accounting for Certain Loans or Debt Securities Acquired in a Transfer,” or
SOP 03-3, which supersedes AICPA Practice Bulletin 6, “Amortization of Discounts on Certain Acquired Loans”
and addresses accounting for differences between contractual cash flows and cash flows expected to be collected
from an investor’s initial investment in loans or debt securities acquired in a transfer if those differences are
attributable, at least, in part, to credit quality. SOP 03-3 requires acquired impaired loans for which it is probable
that the investor will be unable to collect all contractually required payments receivable to be recorded at the
present value of amounts expected to be received and prohibits carrying over or creation of valuation allowances
in the initial accounting for these loans. SOP 03-3 also limits accretable yield to the excess of the investor’s
estimate of undiscounted cash flows over the investor’s initial investment in the loan and prohibits the
recognition of the non-accretable difference. Subsequent increases in cash flows expected to be collected
generally should be recognized prospectively through adjustment of the loan’s yield over its remaining life while
any decreases in such cash flows should be recognized as impairments. SOP 03-3 also provides guidance with
regard to presentation and disclosures. SOP 03-3 was effective for loans and debt securities acquired in fiscal
years beginning after December 15, 2004. Effective April 1, 2005, we adopted SOP 03-3 for loans and debt
securities acquired subsequent to March 31, 2005, including those due to the merger. See note 7 to our
consolidated financial statements for disclosures of acquired loans within the scope of SOP 03-3. We did not
acquire any material debt securities covered by SOP 03-3 during the fiscal year ended March 31, 2006.
Accounting for Conditional Asset Retirement Obligations—In March 2005, the FASB issued FIN No. 47,
“Accounting for Conditional Asset Retirement Obligations—an interpretation of FASB Statement No. 143.” FIN
No. 47 clarifies that the term “conditional asset retirement obligation” as used in SFAS No. 143, “Accounting for
Asset Retirement Obligations” refers to a legal obligation to perform an asset retirement activity in which the
timing and (or) method of settlement are conditional on a future event that may or may not be within the control
of the entity. The obligation to perform the asset retirement activity is unconditional even though uncertainty
exists about the timing and (or) method of settlement. SFAS No. 143 acknowledges that in some cases, sufficient
information may not be available to reasonably estimate the fair value of an asset retirement obligation. FIN No.
47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an
asset retirement obligation. FIN No. 47 is effective no later than the end of fiscal years ending after December
15, 2005. Effective March 31, 2006, we adopted FIN No. 47 to existing asset retirement obligations associated
with commitments to return property subject to operating leases to its original condition upon lease termination.
The cumulative effect of the change in accounting principle was to decrease net income by ¥9,662 million. This
adjustment represents the cumulative depreciation and accretion that would have been recognized through the
date of adoption of FIN No. 47 had the statement applied to our existing asset retirement obligations at the time
they were initially incurred.
54
Had the asset retirement obligations been accounted for under this Interpretation at the inception of
operating leases requiring restoration, our net income and net income per share would have been the pro forma
amounts indicated in the following table:
Reported net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cumulative effect of a change in accounting principle related to
adoption of FIN No. 47, net of taxes:
Fiscal years ended March 31,
2004
2005
2006
¥
823,002
(in millions)
¥ 415,155
¥ 363,511
Reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
672
—
667
9,662
516
Pro forma net income, after cumulative effect of a change in
accounting principle related to adoption of FIN No. 47, net of
taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic earnings per common share—net income available to common
shareholders:
Reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings per common share—net income available to common
shareholders:
¥
822,330
¥ 414,488
¥ 372,657
¥128,350.88
128,350.77
(in Yen)
¥62,717.21
62,717.11
¥19,313.78
19,314.91
Reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
125,033.96
125,033.85
62,476.76
62,476.66
18,951.87
18,953.00
Impairment of Securities Investments—In November 2003, the FASB Emerging Issues Task Force, or the
EITF, reached a consensus on Issue No. 03-1, “The Meaning of Other-Than-Temporary Impairment and Its
Application to Certain Investments,” or EITF 03-1. EITF 03-1 requires certain additional quantitative and
qualitative disclosures in addition to the disclosures already required by SFAS No. 115, “Accounting for Certain
Investments in Debt and Equity Securities”. The new disclosure requirements apply to financial statements for
the fiscal years ending after December 15, 2003. See note 6 to our consolidated financial statements for the
required disclosures. In March 2004, the EITF also reached a consensus on additional accounting guidance for
other than temporary impairments, which requires an evaluation and recognition of other than temporary
impairment by a three-step impairment test. The guidance should be applied for reporting periods beginning after
June 15, 2004. On September 30, 2004, FASB Staff Position EITF Issue 03-1-1, “The Meaning of Other-Than-
Temporary Impairment and Its Application to Certain Investments” delayed the effective date for the
measurement and recognition guidance contained in paragraphs 10 through 20 of EITF 03-1. In November 2005,
the FASB staff issued an FSP on SFAS No. 115 and No. 124, “The Meaning of Other-Than-Temporary
Impairment and Its Application to Certain Investments” to provide implementation guidance related to this topic.
See Recently Issued Accounting Pronouncements for our evaluation of the effect of the measurement and
recognition provision of the FSP.
Transfer to the Japanese Government of the Substitutional Portion of Employee Pension Fund Liabilities—
In January 2003, the EITF reached a consensus on Issue No. 03-2, “Accounting for the Transfer to the Japanese
Government of the Substitutional Portion of Employee Pension Fund Liabilities,” or EITF 03-2, which was
ratified by the FASB in February 2003. EITF 03-2 addresses accounting for a transfer to the Japanese
government of a substitutional portion of an employee pension fund and requires employers to account for the
entire separation process of the substitutional portion from an entire plan upon completion of the transfer to the
government of the substitutional portion of the benefit obligation and related plan assets as the culmination of a
series of steps in a single settlement transaction. It also requires that the difference between the fair value of the
obligation and the assets required to be transferred to the government, if any, should be accounted for as a
subsidy from the government, separately from gain or loss on settlement of the substitutional portion of the
obligation, upon completion of the transfer.
55
In June 2003, ex-BTM submitted to the government an application to transfer the obligation to pay benefits
for future employee service related to the substitutional portion and the application was approved in August
2003. In August 2004, ex-BTM made another application for transfer to the government of the remaining
substitutional portion and the application was approved in November 2004. The substitutional obligation and
related plan assets were transferred to a government agency in March 2005 and ex-BTM was released from
paying the substitutional portion of the benefits to its employees. The completion of the transfer to the Japanese
Government of the substitutional portion of the employee pension plan constituted a settlement of such plan.
However, since there remains a defined benefit plan and the settlement occurred subsequent to December 31,
2004 (the measurement date of such plan), we recognized net gains of ¥34,965 million as a result of the transfer /
settlement for the fiscal year ended March 31, 2006. See note 18 for further discussion.
Recently Issued Accounting Pronouncements
Share-Based Payment—In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based
Payment,” or SFAS No. 123R, which replaces SFAS No. 123, “Accounting for Stock-Based Compensation,” and
supersedes Accounting Principles Board Opinion, or APB, No. 25, “Accounting for Stock Issued to Employees.”
In March 2005, the SEC issued Staff Accounting Bulletin, or SAB, No. 107, which provides interpretive
guidance on SFAS No. 123R. SFAS No. 123 preferred a fair-value-based method of accounting for share-based
payment transactions with employees, but it permitted the option of continuing to apply the intrinsic-value-based
measurement method in APB No. 25, as long as the footnotes to the financial statements disclosed what net
income would have been had the preferable fair-value-based method been used. SFAS No. 123R eliminates the
alternative to use the intrinsic value method of accounting and requires entities to recognize the costs of share-
based payment transactions with employees based on the grant-date fair value of those awards over the period
during which an employee is required to provide service in exchange for the award. SFAS No. 123R is effective
as of the beginning of the fiscal year or interim period beginning after June 15, 2005. We adopted SFAS
No. 123R on April 1, 2006 under the modified prospective method, which is expected, based upon current
projections, to result in an increase in non-interest expense of approximately ¥2 billion for the fiscal year ending
March 31, 2007. See note 1 to our consolidated financial statements for the pro forma information as if the fair
value based method had been applied to all awards in accordance with SFAS No. 123.
Exchanges of Nonmonetary Assets—In December 2004, the FASB issued SFAS No. 153, “Exchanges of
Nonmonetary Assets, an amendment of APB Opinion No. 29.” The guidance in APB No. 29, “Accounting for
Nonmonetary Transactions,” is based on the principle that exchanges of nonmonetary assets should be measured
based on the fair value of the assets exchanged. The guidance in APB No. 29, however, included certain
exceptions to that principle. SFAS No. 153 amends APB No. 29 to eliminate the exception for nonmonetary
exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary
assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future
cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is
effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005, with earlier
adoption permitted. We have not completed the study of what effect SFAS No. 153 will have on our financial
position and results of operations.
Accounting Changes and Error Corrections—In May 2005, the FASB issued SFAS No. 154, “Accounting
Changes and Error Corrections—a replacement of APB Opinion No. 20 and FASB Statement No. 3.” SFAS
No. 154 replaces APB No. 20, “Accounting Changes,” and SFAS No. 3, “Reporting Accounting Changes in
Interim Financial Statements,” and changes the requirements for the accounting for and reporting of a change in
accounting principle. SFAS No. 154 applies to all voluntary changes in accounting principle. SFAS No. 154 also
applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement
does not include specific transition provisions. SFAS No. 154 is effective for accounting changes and corrections
of errors made in fiscal years beginning after December 15, 2005, with earlier adoption permitted. Accordingly,
we cannot reasonably estimate the ultimate impact of SFAS No. 154.
56
The Meaning of Other Than Temporary Impairment and Its Application to Certain Investments—In
November 2005, the FASB staff issued an FSP on SFAS No. 115 and No. 124. This FSP addresses the
determination as to when an investment is considered impaired, whether that impairment is other than temporary,
and the measurement of an impairment loss. This FSP also includes accounting considerations subsequent to the
recognition of an other than temporary impairment and requires certain disclosures about unrealized losses that
have not been recognized as other than temporary impairments. The guidance in this FSP is applicable for certain
investments such as debt and equity securities that are within the scope of SFAS No. 115 and equity securities
that are not subject to the scope of SFAS No. 115 and not accounted for under the equity method pursuant to
APB No. 18, “The Equity Method of Accounting for Investments in Common Stock,” and related interpretations.
This FSP nullifies the requirements of paragraphs 10-18 of EITF 03-1 and supersedes EITF Topic No. D-44,
“Recognition of Other-Than-Temporary Impairment upon the Planned Sale of a Security Whose Cost Exceeds
Fair Value.” This FSP carries forward the requirements of paragraphs 8 and 9 of EITF 03-1 with respect to cost-
method investments, and carries forward the disclosure requirements included in paragraphs 21 and 22 of EITF
03-1. Also the guidance in this FSP amends SFAS No. 115, SFAS No. 124, “Accounting for Certain Investments
Held by Not-for-Profit Organizations,” and APB No. 18. The guidance in this FSP shall be applied to reporting
periods beginning after December 15, 2005, with earlier application permitted. We have not completed the study
of what effect the FSP will have on our financial position and results of operations.
Accounting for Certain Hybrid Financial Instruments—In February 2006, the FASB issued SFAS No. 155,
“Accounting for Certain Hybrid Financial Instruments.” SFAS No. 155 amends SFAS No. 133, “Accounting for
Derivative Instruments and Hedging Activities,” and SFAS No. 140, “Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities” and resolves issues addressed in SFAS No. 133
Implementation Issue D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.”
SFAS No. 155 permits fair value remeasurement for any hybrid financial instrument that contains an embedded
derivative that otherwise would require bifurcation and clarifies which interest-only strips and principal-only
strips are not subject to the requirements of SFAS No. 133. SFAS No. 155 establishes a requirement to evaluate
interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid
financial instruments that contain an embedded derivative requiring bifurcation. SFAS No. 155 also clarifies that
concentrations of credit risk in the form of subordination are not embedded derivatives and amends SFAS
No. 140 to eliminate the prohibition on a qualifying special purpose entity from holding a derivative financial
instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155
is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that
begins after September 15, 2006. We have not completed the study of what effect SFAS No. 155 will have on our
financial position and results of operations.
Accounting for Servicing of Financial Assets—In March 2006, the FASB issued SFAS No. 156,
“Accounting for Servicing of Financial Assets.” SFAS No. 156 amends SFAS No. 140 with respect to the
accounting for separately recognized servicing assets and servicing liabilities. SFAS No. 156 requires an entity to
recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset
by entering into a servicing contract, and requires all separately recognized servicing assets and servicing
liabilities to be initially measured at fair value, if practicable. SFAS No. 156 permits an entity to choose either
the amortization method or the fair value measurement method for each class of separately recognized servicing
assets and servicing liabilities. SFAS No. 156 requires separate presentation of servicing assets and servicing
liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for
all separately recognized servicing assets and servicing liabilities. SFAS No. 156 is effective for the fiscal year
beginning after September 15, 2006. Earlier adoption is permitted. We have not completed the study of what
effect SFAS No. 156 will have on our financial position and results of operations.
Determining the Variability to Be Considered in Applying FIN No. 46R—In April 2006, the FASB staff
issued an FSP on FIN No. 46R-6, “Determining the Variability to Be Considered in Applying FASB
Interpretation No. 46(R).” This FSP states that the variability to be considered in applying FIN No. 46R shall be
based on an analysis of the design of the entity as outlined in the following two steps: (a) analyze the nature of
the risks in the entity, (b) determine the purpose for which the entity was created and determine the variability
57
(created by the risks identified in step (a)) the entity is designed to create and pass along to its interest holders.
For the purposes of this FSP, interest holders include all potential variable interest holders (including contractual,
ownership, or other pecuniary interests in the entity). After determining the variability to be considered, the
reporting enterprise can determine which interests are designed to absorb that variability. The FSP should be
applied prospectively to all entities (including newly created entities) with which an enterprise first becomes
involved, and to all entities previously required to be analyzed under FIN No. 46R when a reconsideration event
has occurred beginning the first day of the first reporting period beginning after June 15, 2006. Early application
is permitted for periods for which financial statements have not yet been issued. Retrospective application to the
date of the initial application of FIN No. 46R is permitted but not required. If retrospective application is elected,
it must be completed no later than the end of the first annual reporting period ending after July 15, 2006. We
have not completed the study of what effect the FSP will have on our financial position and results of operations.
Uncertainty in Income Taxes—In June 2006, the FASB issued FIN No. 48, “Accounting for Uncertainty in
Income Taxes.” FIN No. 48 requires recognition of a tax benefit to the extent of management’s best estimate of
the impact of a tax position, provided it is more likely than not that the tax position will be sustained upon
examination, including resolution of any related appeals or litigation processes, based on the technical merits of
the position. FIN No. 48 also provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition. FIN No. 48 is effective for fiscal years beginning after
December 15, 2006. We have not completed the study of what effect FIN No. 48 will have on our financial
position and results of operations.
Fair Value Measurements—In September 2006, the FASB issued SFAS No. 157, “Fair Value
Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally
accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies
under other accounting pronouncements that require or permit fair value measurements, the FASB having
previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute.
Accordingly, SFAS No. 157 does not require any new fair value measurements. Under SFAS No. 157, fair value
refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants in the market in which the reporting entity transacts. SFAS No. 157 clarifies the
principle that fair value should be based on the assumptions market participants would use when pricing the asset
or liability. In support of this principle, SFAS No. 157 establishes a fair value hierarchy that prioritizes the
information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted
prices in active markets and the lowest priority to unobservable data, for example, the reporting entity’s own
data. Under SFAS No. 157, fair value measurements would be separately disclosed by level within the fair value
hierarchy. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November
15, 2007, and interim periods within those fiscal years, with early adoption permitted. We have not completed
the study of what effect SFAS No. 157 will have on our financial position and results of operations.
58
Results of Operations
The following table sets forth a summary of our results of operations for the fiscal years ended March 31,
2004, 2005 and 2006:
As discussed in “Recent Developments—Sale of UnionBanCal’s International Correspondent Banking
Business,” certain figures in prior fiscal years were reclassified to discontinued operations to conform to the
presentation for the fiscal year ended March 31, 2006.
Fiscal years ended March 31,
2004
2005
2006
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥1,417.9
425.2
(in billions)
¥1,438.7
469.6
¥2,530.7
882.1
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
992.7
969.1
1,648.6
Provision (credit) for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(114.4)
1,298.7
1,229.4
108.3
986.8
1,129.2
110.2
1,067.4
2,076.1
Income from continuing operations before income tax expense and cumulative
effect of a change in accounting principle . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,176.4
355.3
718.4
303.8
529.7
165.5
Income from continuing operations before cumulative effect of a change in
accounting principle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations—net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cumulative effect of a change in accounting principle, net of tax . . . . . . . . . . . .
821.1
1.9
—
414.6
1.5
(0.9)
364.2
9.0
(9.7)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 823.0
¥ 415.2
¥ 363.5
We reported ¥363.5 billion of net income for the fiscal year ended March 31, 2006, compared to ¥415.2
billion of net income for the fiscal year ended March 31, 2005. Our basic earnings per common share (net income
available to common shareholders) for the fiscal year ended March 31, 2006 was ¥19,313.78, compared with an
earnings per share of ¥62,717.21 for the fiscal year ended March 31, 2005. Income from continuing operations
before income tax expense and cumulative effect of a change in accounting principle for the fiscal year ended
March 31, 2006 was ¥529.7 billion, compared with ¥718.4 billion for the fiscal year ended March 31, 2005.
Due to our merger with UFJ Holdings on October 1, 2005, the results for the fiscal year ended March 31,
2006 reflect six months of results for MTFG prior to the merger and six months of results for MUFG after the
merger, while the results for the fiscal years ended March 31, 2004 and 2005 reflect the results of MTFG only.
The merger with UFJ Holdings was the major factor in the changes in many of the items in our consolidated
statement of income as well as our consolidated balance sheet for the fiscal year ended March 31, 2006.
Net Interest Income
Net interest income is a function of:
•
•
•
•
the amount of interest-earning assets;
the general level of interest rates;
the so-called “spread,” or the difference between the rate of interest earned on interest-earning assets
and the rate of interest paid on interest-bearing liabilities; and
the proportion of interest-earning assets financed by non-interest-bearing liabilities and equity.
Our net interest income for the fiscal years ended March 31, 2004, 2005 and 2006 were not materially
affected by gains or losses resulting from derivative financial instruments used for hedging purposes.
59
The following is a summary of the interest rate spread for the fiscal years ended March 31, 2004, 2005 and
2006:
Fiscal years ended March 31,
2004
2005
2006
Average
balance
Average
rate
Average
balance
Average
rate
Average
balance
Average
rate
(in billions, except percentages)
Interest-earning assets:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . .
¥67,520.7
23,132.8
1.06% ¥76,424.5
22,857.6
3.04
0.96% ¥104,942.8
30,442.5
3.07
Total
. . . . . . . . . . . . . . . . . . . . . . . .
¥90,653.5
1.56% ¥99,282.1
1.45% ¥135,385.3
1.30%
3.85
1.87%
Financed by:
Interest-bearing funds:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . .
¥70,151.2
14,709.1
0.31% ¥77,195.3
15,031.5
1.41
0.30% ¥ 98,788.9
19,331.3
1.58
0.37%
2.65
. . . . . . . . . . . . . . . . . . . . . . . .
Non-interest-bearing funds . . . . . . . . . . . . . . .
Total
84,860.3
0.50
5,793.2 —
92,226.8
0.51
7,055.3 —
118,120.2
17,265.1 —
0.75
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥90,653.5
0.46% ¥99,282.1
0.47% ¥135,385.3
0.65%
Spread on:
Interest-bearing funds . . . . . . . . . . . . . . .
Total funds . . . . . . . . . . . . . . . . . . . . . . .
1.06%
1.10%
0.94%
0.98%
1.12%
1.22%
Fiscal Year Ended March 31, 2006 Compared to Fiscal Year Ended March 31, 2005
Net interest income for the fiscal year ended March 31, 2006 was ¥1,648.6 billion, an increase of ¥679.5
billion, from ¥969.1 billion for the fiscal year ended March 31, 2005. This increase was mainly due to the merger
with UFJ Holdings on October 1, 2005. For the fiscal year ended March 31, 2006, interest rates in the United States
and Europe generally increased. The increase in foreign interest rates also contributed to the increase in our net
interest income, as the effect of higher foreign interest rates had a larger contributory effect on our interest income
compared to our interest expense, partly due to the fact that our foreign interest-earning assets’ average balance of
¥30,442.5 billion is much larger than the average balance of our foreign interest-bearing liabilities of ¥19,331.3
billion.
The average interest rate spread increased, showing an increase of 18 basis points from 0.94% for the fiscal
year ended March 31, 2005 to 1.12% for the fiscal year ended March 31, 2006.
Net interest income as a percentage of average total funds also increased, showing an increase of 24 basis
points from 0.98% for the fiscal year ended March 31, 2005 to 1.22% for the fiscal year ended March 31, 2006.
Average interest-earning assets for the fiscal year ended March 31, 2006 were ¥135,385.3 billion, an
increase of ¥36,103.2 billion, from ¥99,282.1 billion for the fiscal year ended March 31, 2005. The increase was
primarily attributable to an increase of ¥19,073.1 billion in domestic loans, and an increase of ¥8,302.6 billion in
domestic investment securities, which were mainly due to the merger with UFJ Holdings.
Average interest-bearing liabilities for the fiscal year ended March 31, 2006 were ¥118,120.2 billion, an
increase of ¥25,893.4 billion, from ¥92,226.8 billion for the fiscal year ended March 31, 2005. The increase was
also primarily attributable to the merger with UFJ Holdings, as domestic interest-bearing liabilities increased by
¥21,593.6 billion after we acquired the domestic deposit base of UFJ Holdings.
Fiscal Year Ended March 31, 2005 Compared to Fiscal Year Ended March 31, 2004
Net interest income for the fiscal year ended March 31, 2005 was ¥969.1 billion, a decrease of ¥23.6 billion,
from ¥992.7 billion for the fiscal year ended March 31, 2004. This decrease was due primarily to the decline in
the average interest rate on domestic interest earning assets and the increase in average rate of foreign interest-
60
bearing funds. In addition, a decrease in the average balance of foreign investment securities which earn
relatively higher yields, contributed to the decrease in net interest income.
The average interest rate spread decreased 12 basis points from 1.06% for the fiscal year ended March 31,
2004 to 0.94% for the fiscal year ended March 31, 2005. This decrease was due primarily to the increase in
average interest rate of foreign interest-bearing funds, reflecting the rise in interest rates on foreign deposits as
interest rates in foreign markets such as the United States rose, and also due to the decline in average interest rate
of domestic investment securities and domestic loans. The decline in average interest rate of domestic investment
securities was mainly due to the increase in our holdings of Japanese government bonds, as the interest rates on
Japanese government bonds are generally lower compared to other domestic investment securities reflecting the
low risk. The decline in average interest rate of domestic loans was mainly due to the reduction of loans with
relatively high interest rates, and due to increased competition in lending to large corporations and in retail
housing loans, which negatively affected the interest rate spread of our loans.
Net interest income as a percentage of average total funds decreased 12 basis points from 1.10% for the
fiscal year ended March 31, 2004 to 0.98% for the fiscal year ended March 31, 2005.
Average interest-earning assets for the fiscal year ended March 31, 2005 were ¥99,282.1 billion, an increase
of ¥8,628.6 billion, from ¥90,653.5 billion for the fiscal year ended March 31, 2004. The increase was primarily
attributable to an increase of ¥6,988.7 billion in domestic investment securities, which reflected an increase in
our holdings of Japanese government bonds, and an increase of ¥2,054.9 billion in domestic loans. The increase
in domestic loans was primarily due to an increase in loans to industries such as manufacturing, real estate,
wholesale and retail, and other industries, reflecting the consolidation of certain VIEs in accordance with FIN
No. 46R. These increases were partially offset by a decrease of ¥690.0 billion in foreign investment securities
reflecting the decrease in our holdings of US treasury bonds.
Average interest-bearing liabilities for the fiscal year ended March 31, 2005 were ¥92,226.8 billion, an
increase of ¥7,366.5 billion, from ¥84,860.3 billion for the fiscal year ended March 31, 2004. The increase in
average interest-bearing liabilities primarily reflected an increase of ¥5,874.0 billion in domestic other short-term
borrowings and trading account liabilities, reflecting an increase of funding from the Bank of Japan in connection
with our daily money market operations, and an increase in commercial paper issued by VIEs consolidated in
accordance with FIN No. 46R.
Provision (Credit) for Credit Losses
Provision (credit) for credit losses are charged to operations to maintain the allowance for credit losses at a
level deemed appropriate by management. For a description of the approach and methodology used to establish
the allowance for credit losses, see “Item 5.B. Liquidity and Capital Resources—Financial Condition—
Allowance for Credit Losses, Nonperforming and Past Due Loans.”
Fiscal Year Ended March 31, 2006 Compared to Fiscal Year Ended March 31, 2005
Provision for credit losses for the fiscal year ended March 31, 2006 was ¥110.2 billion, an increase of ¥1.9
billion from ¥108.3 billion for the fiscal year ended March 31, 2005. Our loan portfolio and allowance for credit
losses were favorably affected by the upgrades of many borrowers’ credit ratings resulting from improvements in
their business performance mainly attributable to the general recovery in the Japanese economy, as well as upgrades
of credit ratings of borrowers to whom we had large exposures who made progress in their restructuring plans.
However, most of the foregoing favorable impact on the quality of our loan portfolio was not reflected in
our provision for credit losses in the fiscal year ended March 31, 2006, because any subsequent increases in the
expected cash flows from impaired loans acquired in the merger with UFJ Holdings were not accounted for as
reversals of the allowance for credit losses but rather as adjustments to accretable yields under SOP 03-3. On the
other hand, the favorable impact on the quality of these loans was reflected in the increase in interest income and
the gains on sales of loans included in non-interest income.
For a further discussion of the adoption of SOP 03-3, see “Basis of Financial Statements and Summary of
Significant Accounting Policies—Accounting Changes” in note 1 to our consolidated financial statements, and
61
for the allowance for credit losses, see “Item 5.B. Liquidity and Capital Resources—Financial Condition—
Allowance for Credit Losses, Nonperforming and Past Due Loans.”
Fiscal Year Ended March 31, 2005 Compared to Fiscal Year Ended March 31, 2004
For the fiscal year ended March 31, 2005, a provision for credit losses of ¥108.3 billion was recorded. In
contrast, for the fiscal year ended March 31, 2004, a reversal of the allowance for credit losses of ¥114.4 billion
was recorded. Although reversals of the allowance for credit losses were recorded for both March 31, 2004 and
2005 due to improvements in our loan portfolio as evidenced by the reduction in our nonperforming loans, for the
fiscal year ended March 31, 2005, the additional provisions recognized as a result of downgrades of several
borrowers to which we extended relatively large amounts of loans were greater than the reversals recognized.
Non-Interest Income
The following table is a summary of our non-interest income for the fiscal years ended March 31, 2004,
2005 and 2006:
Fees and commissions:
¥
Trust fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fees on funds transfer and service charges for collections . . . . . . .
Fees and commissions on international business . . . . . . . . . . . . . . .
Fees and commissions on credit card business . . . . . . . . . . . . . . . .
Service charges on deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fees and commissions on securities business . . . . . . . . . . . . . . . . .
Fees on real estate business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Insurance commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fees and commissions on stock transfer agency services . . . . . . . .
Guarantee fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fees on investment funds business . . . . . . . . . . . . . . . . . . . . . . . . .
Other fees and commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange gains (losses)—net
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account profits—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment securities gains—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in earnings of equity method investees . . . . . . . . . . . . . . . . . . . .
Refund of the local taxes by the Tokyo Metropolitan Government . . . . .
Government grant for transfer of substitutional portion of Employees’
Pension Fund Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gains on sales of loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fiscal years ended March 31,
2004
2005
2006
(in billions)
90.0
57.6
47.1
61.0
35.6
79.9
20.5
22.6
17.4
18.3
7.5
107.2
564.7
413.8
103.9
117.4
5.2
42.0
—
0.3
51.4
¥102.8
60.2
45.1
62.2
36.5
104.5
31.4
36.0
20.1
19.4
11.7
111.2
¥ 121.4
105.5
62.2
110.1
35.9
145.2
45.8
48.5
39.4
53.1
65.9
200.3
641.1
1,033.3
(47.2)
62.1
198.0
26.3
—
—
0.6
105.9
(322.4)
16.4
89.9
22.3
—
103.0
34.8
90.1
Total non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥1,298.7
¥986.8
¥1,067.4
Net foreign exchange gains (losses) primarily include net gains (losses) on currency derivative instruments
entered into for trading purposes and transaction gains (losses) on the translation into Japanese yen of monetary
assets and liabilities denominated in foreign currencies. The transaction gains (losses) on the translation into
Japanese yen fluctuate from period to period depending upon the spot rates at the end of each fiscal year. This is
primarily because the transaction gains (losses) on translation of securities available for sale, such as bonds
denominated in foreign currencies, are not included in current earnings, but are reflected in other changes in
equity from nonowner sources, while in principle all transaction gains (losses) on translation of monetary
liabilities denominated in foreign currencies are included in current earnings.
62
Net trading account profits primarily include net gains (losses) on trading securities and interest rate
derivative instruments entered into for trading purposes. Trading account assets or liabilities are carried at fair
value and any changes in the value of trading account assets or liabilities, including interest rate derivatives, are
recorded in net trading account profits. Derivative instruments for trading purposes also include those used as
hedges of net exposures rather than for specifically identified assets or liabilities, which do not meet the specific
criteria for hedge accounting.
Net investment securities gains primarily include net gains on sales of marketable securities, particularly
marketable equity securities. In addition, impairment losses are recognized as an offset of net investment securities
gains when management concludes that declines in fair value of investment securities are other than temporary.
Fiscal Year Ended March 31, 2006 Compared to Fiscal Year Ended March 31, 2005
Non-interest income for the fiscal year ended March 31, 2006 was ¥1,067.4 billion, an increase of ¥80.6
billion, from ¥986.8 billion for the fiscal year ended March 31, 2005. This increase was primarily due to an
increase in fees and commissions of ¥392.2 billion, resulting from the merger with UFJ Holdings. This increase
was partially offset by the increase in foreign exchange losses of ¥275.2 billion.
Regarding factors other than the merger, fees and commissions for the fiscal year ended March 31, 2006
increased from our securities business due mainly to the improvement in the Japanese stock market, and
increased fees related to the real estate business and sales of investment and insurance products to retail
customers.
Net foreign exchange losses for the fiscal year ended March 31, 2006 were ¥322.4 billion, compared to net
foreign exchange losses of ¥47.2 billion for the fiscal year ended March 31, 2005. The increase in foreign
exchange losses was due mainly to the larger depreciation of the yen against foreign currencies in the fiscal year
ended March 31, 2006, compared to the fiscal year ended March 31, 2005. For reference, the noon buying rate
expressed in Japanese yen per $1.00 was ¥104.18 at March 31, 2004, ¥107.22 at March 31, 2005, and ¥117.48 at
March 31 2006. This increase in net foreign exchange losses primarily reflected an increase in transaction losses
on translation of monetary liabilities denominated in foreign currencies. All transaction gains or losses on
translation of monetary liabilities denominated in foreign currencies are included in current earnings. However,
the transaction gains or losses on translation of securities available for sale, such as bonds denominated in foreign
currencies, are not included in current earnings but are reflected in other changes in equity from nonowner
sources. As we maintain monetary liabilities denominated in foreign currencies for our asset liability
management, net foreign exchange gains (losses) fluctuate with the appreciation (depreciation) of the yen.
Net trading account profits of ¥16.4 billion were recorded for the fiscal year ended March 31, 2006,
compared to net trading account profits of ¥62.1 billion for the fiscal year ended March 31, 2005. The net trading
account profits for the fiscal years ended March 31, 2005 and 2006 consisted of the following:
Net profits (losses) on derivative instruments, primarily interest-rate futures, swaps
and options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net profits on trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net trading account profits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fiscal years ended March 31,
2005
2006
(in billions)
¥ 6.4
55.7
¥62.1
¥(347.1)
363.5
¥ 16.4
The net losses on derivative instruments, primarily interest-rate futures, swaps and options mainly reflected
losses due to the rise in interest rates. These losses were partially offset by the increase in profits on trading
securities, caused by an increase in profits from trading of debt and equity securities at MUS, and trading account
profits from gains in investment trusts.
63
Net investment securities gains for the fiscal year ended March 31, 2006 were ¥89.9 billion, a decrease of
¥108.1 billion, from ¥198.0 billion for the fiscal year ended March 31, 2005. Major components of net
investment securities gains for the fiscal years ended March 31, 2005 and 2006 are summarized below:
Fiscal years ended March 31,
2005
2006
(in billions)
Net gains on sales of marketable equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment losses on marketable equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . .
Other (primarily impairment losses on Japanese government bonds)
¥246.0
(17.9)
(30.1)
Net investment securities gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥198.0
¥ 196.7
(5.2)
(101.6)
¥ 89.9
The decrease in net investment securities gains for the fiscal year ended March 31, 2006 mainly reflected
the increase in losses on debt securities, primarily Japanese government bonds, compared to the previous fiscal
year, as long-term interest rates in Japan, such as the yield on ten-year Japanese government bonds climbed from
approximately 1.3% in April 2005 to approximately 1.8% in March 2006.
Equity in earnings of equity method investees for the fiscal year ended March 31, 2006 were ¥22.3 billion, a
decrease of ¥4.0 billion, from ¥26.3 billion for the fiscal year ended March 31, 2005. The decrease was mainly
due to the impairment losses on our equity holdings of an affiliate in the consumer lending business, which was
partially offset by increases of affiliates due to the merger with UFJ Holdings.
Government grant for transfer of substitutional portion of Employees’ Pension Fund Plans amounted to ¥103.0
billion, as the difference between the accumulated benefit obligations settled and the assets transferred to the Japanese
government as a government grant for transfer of the substitutional portion of Employee’s Pension Fund Plans.
Fiscal Year Ended March 31, 2005 Compared to Fiscal Year Ended March 31, 2004
Non-interest income for the fiscal year ended March 31, 2005 was ¥986.8 billion, a decrease of ¥311.9
billion, from ¥1,298.7 billion for the fiscal year ended March 31, 2004. This decrease was primarily attributable
to a decrease in net foreign exchange gains of ¥460.9 billion and a decrease in net trading account profits of
¥41.8 billion. These decreases were partially offset by an increase in net investment securities gains of ¥80.6
billion and an increase in fees and commissions of ¥76.4 billion.
Fees and commissions for the fiscal year ended March 31, 2005 increased ¥76.4 billion from the previous fiscal
year. This increase primarily reflected an increase in fees and commissions on securities business as well as other fees
and commissions. Fees and commissions on securities business increased ¥24.6 billion from the previous fiscal year
primarily due to an increase in commissions in brokerage, underwriting and distribution at Mitsubishi Securities, which
were in line with the increased trading volume of the Japanese stock markets during the same period and the increase
in fees related to securitization business at Mitsubishi Securities. Other fees and commissions increased ¥4.0 billion
from the previous fiscal year, as fees related to the sales of investment products and fees in investment banking
businesses, such as arrangement of syndicated loans, increased at our subsidiary banks.
Net foreign exchange losses for the fiscal year ended March 31, 2005 were ¥47.2 billion, compared to net
foreign exchange gains of ¥413.7 billion for the fiscal year ended March 31, 2004. The decrease in foreign
exchange gains was due to the depreciation of the yen against foreign currencies in the fiscal year ended
March 31, 2005, compared to an appreciation of the yen in the fiscal year ended March 31, 2004. This decrease
in net foreign exchange gains primarily reflected a decrease in transaction gains on translation of monetary
liabilities denominated in foreign currencies. All transaction gains or losses on translation of monetary liabilities
denominated in foreign currencies are included in current earnings. However, the transaction gains or losses on
translation of securities available for sale, such as bonds denominated in foreign currencies, are not included in
current earnings but are reflected in other changes in equity from nonowner sources. As we maintain monetary
liabilities denominated in foreign currencies for our asset liability management, net foreign exchange gains
(losses) fluctuate with the appreciation (depreciation) of the yen.
64
Net trading account profits for the fiscal year ended March 31, 2005 were ¥62.1 billion, a decrease of ¥41.8
billion, or 40.3%, from ¥103.9 billion for the fiscal year ended March 31, 2004. The net trading account profits
for the fiscal years ended March 31, 2004 and 2005 consisted of the following:
Net profits (losses) on derivative instruments, primarily interest-rate futures, swaps and
options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net profits on trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net trading account profits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fiscal years ended March 31,
2004
2005
(in billions)
¥ (2.0)
105.9
¥103.9
¥ 6.4
55.7
¥62.1
The decrease in net profits on trading securities primarily reflected the decrease in profits of trading in debt
and equity securities at Mitsubishi Securities compared to the previous fiscal year.
Net investment securities gains for the fiscal year ended March 31, 2005 were ¥198.0 billion, an increase of
¥80.6 billion, from a gain of ¥117.4 billion for the fiscal year ended March 31, 2004. Major components of net
investment securities gains for the fiscal years ended March 31, 2004 and 2005 are summarized below:
Fiscal years ended March 31,
2004
2005
(in billions)
Net gains on sales of marketable equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment losses on marketable equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 371.2
(15.4)
(238.4)
Net investment securities gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 117.4
¥246.0
(17.9)
(30.1)
¥198.0
The increase in net investment securities gains for the fiscal year ended March 31, 2005 mainly reflected a
decrease in losses on debt securities compared to the previous fiscal year, which in turn was primarily a result of
smaller impairment losses on Japanese government bonds, as long-term interest rates in Japan remained
relatively low and stable compared to the previous fiscal year. This improvement was partially offset by the
decrease in net gains on sales of marketable equity securities and impairment losses on equity securities which
are not classified as marketable equity securities, such as preferred stocks.
We had a ¥21.1 billion increase in equity in earnings of equity method investees mainly due to our increased
shareholdings in ACOM, which also reported improved results for the fiscal year ended March 31, 2005.
Other non-interest income increased by ¥54.5 billion reflecting, among other items, a ¥10.1 billion gain on
the sale of a merchant card portfolio at UnionBanCal Corporation and ¥10.0 billion in net gains on sales of
premises and equipment.
Non-Interest Expense
The following table shows a summary of our non-interest expense for the fiscal years ended March 31,
2004, 2005 and 2006:
Fiscal years ended March 31,
2004
2005
2006
Salaries and employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Occupancy expenses—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fees and commission expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Insurance premiums, including deposit insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interest in income of consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-interest expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 503.5
120.0
80.3
63.4
54.4
40.9
27.0
339.9
(in billions)
¥ 473.1
116.3
87.2
69.3
57.0
36.7
27.4
262.2
¥ 746.4
187.3
218.4
179.6
89.7
157.2
44.4
453.1
Total non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥1,229.4
¥1,129.2
¥2,076.1
65
Fiscal Year Ended March 31, 2006 Compared to Fiscal Year Ended March 31, 2005
Non-interest expense for the fiscal year ended March 31, 2006 was ¥2,076.1 billion, an increase of ¥946.9
billion from the previous fiscal year. This increase was primarily due to the merger with UFJ Holdings, which
increased most types of expenses, especially salaries and employee benefits and other non-interest expenses. Other
factors which contributed to the increase in non-interest expenses include a ¥120.5 billion increase in minority
interest in income of consolidated subsidiaries due to an increase of income resulting from the improvement in the
Japanese stock market and increased profits at UNBC. The transfer to the Japanese government of the substitutional
portion of employees’ pension fund plans also increased salaries and employee benefits by ¥68.0 billion.
Fiscal Year Ended March 31, 2005 Compared to Fiscal Year Ended March 31, 2004
Non-interest expense for the fiscal year ended March 31, 2005 was ¥1,129.2 billion, a decrease of ¥100.2
billion from the previous fiscal year. This decrease was primarily due to a ¥77.7 billion decrease in other
non-interest expenses, principally reflecting a decrease in the provision for off-balance-sheet credit instruments
caused by the decrease in off-balance-sheet exposure.
In addition, a decrease of ¥30.4 billion in salaries and employee benefits contributed to the decrease in
non-interest expense. The decrease in salaries and employee benefits was primarily due to a decrease in the net
periodic pension cost. The reduction in the net periodic pension cost was primarily the result of lower
amortization charges, reflecting a decrease in the unrecognized net actuarial loss at the beginning of the fiscal
years ended March 31, 2004 and 2005. The increase in the expected rates of return on plan assets also contributed
to the decrease in the net periodic pension cost.
Income Tax Expense
The following table presents a summary of our income tax expense:
Fiscal years ended March 31,
2004
2005
2006
(in billions, except percentages)
Income from continuing operations before income tax expense and cumulative
effect of a change in accounting principle . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Normal effective statutory tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥1,176.4
¥ 355.3
¥718.4
¥303.8
¥529.7
¥165.5
30.2 %
39.9 %
42.3%
40.6%
31.2%
40.6%
In September 2002, we applied to the tax authorities for approval to file our national income tax returns
based on the consolidated corporate-tax system starting from the fiscal year ended March 31, 2003, and received
the approval in March 2003. The consolidated corporate-tax system allowed companies to base tax payments on
the combined profits or losses of a parent company and its wholly-owned domestic subsidiaries, and required us
to pay, for the fiscal years ended March 31, 2003 and 2004, a surcharge tax of 2.0% of taxable income in addition
to the national corporate income tax rate of 30.0% applied to separate tax return filers.
In February 2005, our application to suspend the consolidated corporate-tax system was approved by the
Japanese tax authorities. We filed our tax returns under the consolidated corporate-tax system for the fiscal year
ended March 31, 2005.
In addition, under the new local tax laws which were enacted in March 2003 for the fiscal years beginning
after March 31, 2004, new uniform local taxes became effective. These new rules introduce value-added taxes
and replace part of the existing local taxes based on income. The new local taxes are computed based on three
components: (a) amount of profit, (b) amount of value-added (total payroll, net interest paid or received, net rent
paid and income before use of net operating losses) and (c) amount of total paid-in capital. The taxes are
computed by adding together the totals of each of the three components which are calculated separately.
66
Reconciling items between the combined normal effective statutory tax rates and the effective income tax
rates for the fiscal years ended March 31, 2004, 2005 and 2006 are summarized as follows:
Combined normal effective statutory tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase (decrease) in taxes resulting from:
Fiscal years ended March 31,
2004
2005
2006
39.9% 40.6%
40.6%
Nondeductible expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends from foreign subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign tax credit and payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Higher (lower) tax rates applicable to income of subsidiaries . . . . . . . . . . . .
Foreign tax assessment (refund) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Enacted change in tax rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realization of previously unrecognized tax effects of subsidiaries . . . . . . . .
Nontaxable dividends received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax expense on capital transactions by a subsidiary . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other—net
0.1
0.7
0.5
0.1
(0.1)
1.2
(12.6)
(0.3)
(1.2)
(0.6)
—
2.5
0.4
1.1
1.6
(0.8)
—
1.6
(2.6)
—
(0.1)
(1.2)
—
1.7
0.7
1.6
1.4
(6.9)
—
9.5
0.2
—
(16.5)
(1.7)
4.4
(2.1)
Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30.2% 42.3%
31.2%
The effective income tax rate of 31.2% for the fiscal year ended March 31, 2006 was 9.4 percentage points
lower than the normal effective statutory tax rate of 40.6%. This lower tax rate primarily reflected realization of
previously unrecognized tax effects in conjunction with the liquidation of certain subsidiaries and recognition of
tax benefits through reorganization of business within the group, which were partly offset by certain items
including minority interests and tax expense on capital transactions by a subsidiary.
The effective income tax rate of 42.3% for the fiscal year ended March 31, 2005 was 1.7 percentage points
higher than the normal effective statutory tax rate of 40.6%. The 2.6 percentage point decrease due to the change
in valuation allowance was offset by certain increases, including reconciliations related to minority interests,
dividends from foreign subsidiaries and foreign tax credit and payments.
The effective income tax rate of 30.2% for the fiscal year ended March 31, 2004 was 9.7 percentage points
lower than the normal effective statutory tax rate of 39.9%. This lower tax rate primarily reflected a decrease in
the valuation allowance against deferred tax assets which accounted for 12.6 percentage points of the difference.
The valuation allowance decreased ¥184.9 billion from ¥318.7 billion at March 31, 2003, to ¥133.8 billion at
March 31, 2004, as a result of achieving taxable income for the fiscal year in excess of the amount previously
projected at March 31, 2003 and improved realizability of future tax benefits based on increased expected taxable
income in future periods.
Business Segment Analysis
We measure the performance of each of our business segments primarily in terms of “operating profit”.
Operating profit and other segment information are based on the financial information prepared in accordance
with Japanese GAAP as adjusted in accordance with internal management accounting rules and practices and are
not consistent with our consolidated financial statements prepared on the basis of US GAAP. For example,
operating profit does not reflect items such as a part of provisions (credit) for credit losses, foreign exchange
gains (losses) and equity investment securities gains (losses).
We implemented an integrated business group system, which currently integrates the operations of BTMU,
MUTB and MUS and other subsidiaries in the following three areas—Retail, Corporate, and Trust Assets. This
integrated business group system is intended to enhance synergies by promoting more effective and efficient
67
collaboration between our subsidiaries. Under this system, as the holding company, we formulate strategy for the
group on an integrated basis, which is then executed by the subsidiaries. Through this system, we aim to reduce
overlapping of functions within the group, thereby increasing efficiency and realizing the benefits of group
resources and scale of operations. Moreover, through greater integration of our shared expertise in banking, trust
and securities businesses, we aim to deliver a more diverse but integrated lineup of products and services for our
customers.
Effective April 1, 2005, we have changed the classification of our business segments and included UNBC as
a part of the Integrated Corporate Banking Business Group. We have also introduced a unified core deposit
concept when measuring the performance of each business segment and made minor changes in the management
accounting method. The unified core deposit concept takes into account that, a portion of the Japanese yen short-
term deposits of our customers’ can be deemed as a long-term source of funding from an interest risk
management perceptive, and therefore the interest rate spread gained from the long-term funds should be
allocated to the relevant business segments.
Effective October 1, 2005, we have changed the name of the Treasury business segment to Global Markets,
in line with the name of the business segment in our subsidiary banks. The operations that constitute Global
Markets have not been changed.
Operations that are not covered by the integrated business group system are classified under Global Markets
and Other.
The following is a brief explanation of our business segments:
Integrated Retail Banking Business Group—Covers all domestic retail businesses, including commercial
banking, trust banking and securities businesses. This business group integrates the retail business of BTMU,
MUTB and MUS and other subsidiaries as well as retail product development, promotion and marketing in a single
management structure. At the same time, the business group has developed and implemented MUFG Plaza, a
one-stop, comprehensive financial services concept that provides integrated banking, trust and securities services.
Integrated Corporate Banking Business Group—Covers all domestic and overseas corporate businesses,
including commercial banking, investment banking, trust banking and securities businesses as well as UNBC.
UNBC consists of BTMU subsidiaries in California, UnionBanCal Corporation and Union Bank of California,
N.A. Through the integration of these business lines, diverse financial products and services are provided to our
corporate clients. The business group has clarified strategic domains, sales channels and methods to match the
different growth stages and financial needs of our corporate customers. Regarding UNBC, as of March 31, 2006,
BTMU owned 63% of UnionBanCal Corporation, a public company listed on the New York Stock Exchange.
UnionBanCal is a U.S. commercial bank holding company. Union Bank of California, N.A., UnionBanCal’s
bank subsidiary, is one of the largest commercial banks in California based on total assets and total deposits.
UNBC provides a wide range of financial services to consumers, small businesses, middle market companies and
major corporations, primarily in California, Oregon and Washington but also nationally and internationally.
Integrated Trust Assets Business Group—Covers asset management and administration services for
products such as pension trusts and security trusts by integrating the trust banking expertise of MUTB and the
global network of BTMU. The business group provides a full range of services to corporate and other pension
funds, including stable and secure pension fund management and administration, advice on pension schemes, and
payment of benefits to scheme members.
Global Markets—Global Markets consists of the treasury operations of BTMU, MUTB and MUS. Global
Markets also conducts asset liability management and liquidity management and provides various financial
operations such as money markets and foreign exchange operations and securities investments.
Other—Other mainly consists of the corporate center of MUFG, BTMU and MUTB. The elimination of
duplicated amounts of net revenue among business segments is also reflected in Other.
68
The presentation for the fiscal year ended March 31, 2004 and 2005 has been reclassified to conform to the
new basis of segmentation and managerial accounting, including the method of inter-segment allocation, for the
fiscal year ended March 31, 2006.
Integrated
Retail
Banking
Business
Group
Integrated Corporate Banking Business Group
Overseas
Domestic
Other than
UNBC
UNBC
Overseas
total
Total
Integrated
Trust
Assets
Business
Group
Global
Markets Other
Total
(in billions)
Fiscal year ended
March 31, 2004
Net revenue . . . . . . . . . .
Operating expenses . . . .
¥411.6
312.8
¥ 656.1
266.2
¥147.2
107.6
¥253.5
150.9
¥400.7
258.5
¥1,056.8
524.7
¥ 56.7
47.9
¥321.7
42.9
¥ (23.4) ¥1,823.4
1,012.5
84.2
Operating profit (loss) . .
¥ 98.8
¥ 389.9
¥ 39.6
¥102.6
¥142.2
¥ 532.1
¥
8.8
¥278.8
¥(107.6) ¥ 810.9
Fiscal year ended
March 31, 2005
Net revenue . . . . . . . . . .
Operating expenses . . . .
¥454.8
323.7
¥ 684.2
267.6
¥146.2
102.2
¥274.9
158.8
¥421.1
261.0
¥1,105.3
528.6
¥ 59.9
46.6
¥285.0
38.9
¥
(8.7) ¥1,896.3
1,029.1
91.3
Operating profit (loss) . .
¥131.1
¥ 416.6
¥ 44.0
¥116.1
¥160.1
¥ 576.7
¥ 13.3
¥246.1
¥(100.0) ¥ 867.2
Fiscal year ended
March 31, 2006
Net revenue . . . . . . . . . .
Operating expenses . . . .
¥887.5
576.9
¥1,107.4
428.1
¥214.6
136.3
¥350.3
202.3
¥564.9
338.6
¥1,672.3
766.7
¥108.7
73.9
¥315.7
43.8
¥ (15.2) ¥2,969.0
1,602.8
141.5
Operating profit (loss) . .
¥310.6
¥ 679.3
¥ 78.3
¥148.0
¥226.3
¥ 905.6
¥ 34.8
¥271.9
¥(156.7) ¥1,366.2
Fiscal Year Ended March 31, 2006 Compared to Fiscal Year Ended March 31, 2005
Net revenue of the Integrated Retail Banking Business Group increased ¥432.7 billion, from ¥454.8 billion
for the fiscal year ended March 31, 2005 to ¥887.5 billion for the fiscal year ended March 31, 2006. Net revenue
of the Integrated Retail Banking Business Group mainly consists of revenue from commercial banking operations
such as deposits and lending operations, and fees related to the sales of investment products to retail customers,
as well as fees of subsidiaries within the Integrated Retail Banking Business Group. The increase in net revenue
was mainly due to the merger with UFJ Holdings, as UFJ Holdings’ large domestic retail customer base
increased net fees, as well as revenue from the deposits and consumer finance businesses, including those of UFJ
NICOS. Other factors which increased net revenue are increases in fee income from investment trusts and
securities intermediary business.
Operating expenses of the Integrated Retail Banking Business Group increased ¥253.2 billion, from ¥323.7
billion for the fiscal year ended March 31, 2005 to ¥576.9 billion for the fiscal year ended March 31, 2006. The
merger with UFJ Holdings, along with an increase in general expenses due to the expansion of our consumer
finance business, increased our operating expenses.
Operating profit of the Integrated Retail Banking Business Group increased ¥179.5 billion from ¥131.1
billion for the fiscal year ended March 31, 2005 to ¥310.6 billion for the fiscal year ended March 31, 2006. This
increase was mainly due to the increase in net revenue, as stated above.
Net revenue of the Integrated Corporate Banking Business Group increased ¥567.0 billion, from ¥1,105.3
billion for the fiscal year ended March 31, 2005 to ¥1,672.3 billion for the fiscal year ended March 31, 2006. Net
revenue of the Integrated Corporate Banking Business Group mainly consists of revenue from lending and other
commercial banking operations, investment banking and trust banking businesses to corporate clients, as well as
fees of subsidiaries within the Integrated Corporate Banking Business Group. The increase in net revenue was
due mainly to increased net revenue in domestic businesses, resulting from the merger with UFJ Holdings.
69
With regard to the domestic businesses, net revenue of ¥1,107.4 billion, an increase of ¥423.2 billion, was
recorded for the fiscal year ended March 31, 2006. This increase was mainly due to the merger with UFJ
Holdings, which had a large customer base in domestic businesses. Other factors which increased net revenue
include fees related to foreign exchange transactions such as currency options, and fees related to investment
banking businesses. The increase in fees in the investment banking business, reflects an increase in fees from
sales of derivative products, an increase in fees from arrangement of syndicated loans, and an increase in fees
from real estate securization transactions.
With regard to the overseas businesses, net revenue of ¥564.9 billion, an increase of ¥143.8 billion, was
recorded for the fiscal year ended March 31, 2006. This increase was also mainly due to the merger with UFJ
Holdings, which had a large customer base in overseas businesses mainly consisting of loans to Japanese
corporate clients situated outside Japan. Other factors which increased net revenue include the increase in net
revenue at UNBC. At UNBC, the increase in loans and deposits in California, the increase in net interest
margins, and profits from the sale of its international correspondent banking operations contributed to the
increase in net revenue. In addition, the depreciation of the Japanese yen against the US dollar compared to the
previous fiscal period increased the UNBC revenue included in our consolidated results.
Operating expenses of the Integrated Corporate Banking Business Group increased ¥238.1 billion, from
¥528.6 billion for the fiscal year ended March 31, 2005 to ¥766.7 billion for the fiscal year ended March 31,
2006. The merger with UFJ Holdings was the primary factor for this increase.
Operating profit of the Integrated Corporate Banking Business Group increased ¥328.9 billion, from ¥576.7
billion for the fiscal year ended March 31, 2005 to ¥905.6 billion for the fiscal year ended March 31, 2006. This
increase was due mainly to the increase in net revenue as stated above.
Net revenue of the Integrated Trust Assets Business Group increased ¥48.8 billion, from ¥59.9 billion for
the fiscal year ended March 31, 2005 to ¥108.7 billion for the fiscal year ended March 31, 2006. Net revenue of
the Integrated Trust Assets Business Group mainly consists of fees from asset management and administration
services for products such as pension trusts and security trusts. The increase in net revenue was mainly due to the
merger with UFJ Holdings, which had a large trust asset business. Other factors which increased net revenue
include increase in revenue from our asset management and administration services due to increased business in
investment trusts, as well as increased revenue from our global custodian services due to the increase in assets
under custody.
Operating expenses of the Integrated Trust Assets Business Group increased ¥27.3 billion, from ¥46.6
billion for the fiscal year ended March 31, 2005 to ¥73.9 billion for the fiscal year ended March 31, 2006. The
merger with UFJ Holdings, along with the increase in operating expenses relating to our trust assets
administration services and custody services, were factors that increased operating expenses.
Operating profit of the Integrated Trust Assets Business Group increased ¥21.5 billion, from ¥13.3 billion
for the fiscal year ended March 31, 2005 to ¥34.8 billion for the fiscal year ended March 31, 2006. This increase
was due mainly to the increase in net revenue as stated above.
Net revenue of Global Markets increased ¥30.7 billion, from ¥285.0 billion for the fiscal year ended
March 31, 2005 to ¥315.7 billion for the fiscal year ended March 31, 2006. The increase in net revenue was
mainly due to the merger with UFJ Holdings, which had a large treasury operation. Other factors which increased
net revenue include increased revenue from our foreign exchange currency option sales. These increases were
partially offset by the increase in funding costs caused by the rise in foreign short-term interest rates.
70
Fiscal Year Ended March 31, 2005 Compared to Fiscal Year Ended March 31, 2004
Net revenue of the Integrated Retail Banking Business Group increased ¥43.2 billion, from ¥411.6 billion
for the fiscal year ended March 31, 2004 to ¥454.8 billion for the fiscal year ended March 31, 2005. Net revenue
of the Integrated Retail Banking Business Group mainly consists of revenue from commercial banking operations
such as deposits and lending operations, and fees related to the sales of investment products to retail customers,
as well as fees of subsidiaries belonging to the Integrated Retail Banking Business Group. The increase in net
revenue was mainly due to an increase in net fees, reflecting an increase of ¥24.0 billion in fees on sales of
annuity and investment trusts, an increase of ¥14.0 billion in revenue from deposits, and an increase of ¥5.2
billion in revenue from consumer finance.
Operating expenses of the Integrated Retail Banking Business Group increased ¥10.9 billion, from ¥312.8
billion for the fiscal year ended March 31, 2004 to ¥323.7 billion for the fiscal year ended March 31, 2005. This
increase was mainly due to an increase of ¥3.9 billion in general expenses due to the expansion of our consumer
finance business, and an increase of ¥3.5 billion in advertisement and general publicity expenses relating to our
sales of investment products to retail customers.
Operating profit of the Integrated Retail Banking Business Group increased ¥32.3 billion, from ¥98.8 billion
for the fiscal year ended March 31, 2004 to ¥131.1 billion for the fiscal year ended March 31, 2005. This increase
was mainly due to an increase in net revenue, as explained above.
Net revenue of the Integrated Corporate Banking Business Group increased ¥48.5 billion, from ¥1,056.8
billion for the fiscal year ended March 31, 2004 to ¥1,105.3 billion for the fiscal year ended March 31, 2005. Net
revenue of the Integrated Corporate Banking Business Group mainly consists of revenue from lending and other
commercial banking operations, investment banking and trust banking businesses to corporate clients, as well as
fees of subsidiaries belonging to the Integrated Corporate Banking Business Group. The increase in net revenue
was due mainly to improved net revenue in domestic businesses and at UNBC.
With regard to the domestic businesses, net revenue of ¥684.2 billion, an increase of ¥28.1 billion, was
recorded for the fiscal year ended March 31, 2005. This increase was mainly due to an increase in fees in the
investment banking business of ¥36.0 billion, reflecting an increase in fees from sales of derivative products,
arrangement of syndicated loans, and real estate securization transactions. Fees from foreign exchange
transactions also increased by ¥7.6 billion. These increases were partially offset by a decrease in net interest
income of ¥13.9 billion, reflecting the decrease in nonperforming loan assets and in profits of our subsidiaries of
¥8.6 billion, mainly reflecting lower trading profits at our securities subsidiary.
With regard to the overseas businesses including UNBC, net revenue of ¥421.1 billion, an increase of ¥20.4
billion, was recorded for the fiscal year ended March 31, 2005. This increase was mainly due to an increase in
non-interest income at UNBC, such as service charges on deposit accounts and an increase in net interest income,
which was favorably influenced by higher earning asset volumes and strong deposit growth. Gains on sales of the
merchant card portfolio as well as gains on the sale of real property also contributed to the increase in net
revenue. In overseas businesses other than UNBC, net revenue decreased by ¥1.0 billion mainly due to a
decrease in interest income from corporate lending to non-Japanese corporate clients, reflecting weak loan
demand. This decrease was partially offset by an increase in fees in the investment banking business of ¥4.0
billion, reflecting the increase in fees from sales of derivative products and leasing transactions, and an increase
in interest income from deposits due to an increase in volume of settlement accounts and the positive effects of a
higher interest rate environment in overseas financial markets.
Operating expenses of the Integrated Corporate Banking Business Group increased ¥3.9 billion, from
¥524.7 billion for the fiscal year ended March 31, 2004 to ¥528.6 billion for the fiscal year ended March 31,
2005. This increase was due to an increase of ¥7.9 billion at UNBC and an increase of ¥1.4 billion in domestic
businesses reflecting higher nonpersonnel expenses, which was partially offset by a decrease of ¥5.4 billion in
overseas businesses other than UNBC mainly reflecting lower personnel expenses.
71
Operating profit of the Integrated Corporate Banking Business Group increased ¥44.6 billion, from ¥532.1
billion for the fiscal year ended March 31, 2004 to ¥576.7 billion for the fiscal year ended March 31, 2005. This
increase was due mainly to the increase in fees in net revenue as stated above.
Net revenue of the Integrated Trust Asset Business Group increased ¥3.2 billion, from ¥56.7 billion for the
fiscal year ended March 31, 2004 to ¥59.9 billion for the fiscal year ended March 31, 2005. Net revenue of the
Integrated Trust Assets Business Group mainly consists of fees from asset management and administration
services for products such as pension trusts and security trusts. The increase in net revenue was due mainly to a
¥0.3 billion increase in revenue from our asset management services and a ¥3.2 billion increase in administration
services. The increase in asset management services primarily reflected increased revenue from sales of new
investment trust products in our asset management subsidiaries. The increase in administration services primarily
reflected an increase in investment trust fee income due to the increase in investment trust assets and the increase
in assets under global custody.
Operating expenses of the Integrated Trust Asset Business Group decreased ¥1.3 billion, from ¥47.9 billion
for the fiscal year ended March 31, 2004 to ¥46.6 billion for the fiscal year ended March 31, 2005. This decrease
was mainly due to a decrease in expenses in asset management services at the trust bank.
Operating profit of the Integrated Trust Asset Business Group increased ¥4.5 billion, from ¥8.8 billion for
the fiscal year ended March 31, 2004 to ¥13.3 billion for the fiscal year ended March 31, 2005. This increase
reflected a ¥1.3 billion increase in operating profit of asset management services and a ¥2.4 billion increase in
operating profit of asset administration services.
Net revenue of Global Markets decreased ¥36.7 billion, from ¥321.7 billion for the fiscal year ended
March 31, 2004 to ¥285.0 billion for the fiscal year ended March 31, 2005. This decrease was mainly due to a
decrease in other income, which primarily reflected a loss in hedging operations on foreign currency interest rate
operations. This decrease was partially offset by increases in trading profits on Japanese yen denominated bonds,
alternative investments and Japanese yen money market operations, as well as an increase in fees on loan trusts.
72
Geographic Segment Analysis
The following table sets forth our total revenue, income from continuing operations before income tax
expense and cumulative effect of a change in accounting principle and net income on a geographic basis, based
principally on the domicile of activities for the fiscal years ended March 31, 2004, 2005 and 2006:
Fiscal years ended March 31,
2004
2005
2006
(in billions)
Total revenue (interest income and non-interest income):
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥1,651.9
¥1,610.1
¥2,520.0
Foreign:
United States of America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asia/Oceania excluding Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other areas* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
575.1
277.2
64.8
147.6
Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,064.7
487.7
153.1
96.8
77.8
815.4
594.5
194.3
176.1
113.1
1,078.0
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥2,716.6
¥2,425.5
¥3,598.0
Income from continuing operations before income tax expense and cumulative
effect of a change in accounting principle:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 711.1
¥ 289.7
¥ 325.7
Foreign:
United States of America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asia/Oceania excluding Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other areas* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
166.4
183.1
43.2
72.6
465.3
236.7
49.6
84.7
57.7
428.7
55.0
26.8
62.3
59.9
204.0
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥1,176.4
¥ 718.4
¥ 529.7
Net income:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 464.2
¥ 110.0
¥ 197.4
Foreign:
United States of America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asia/Oceania excluding Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other areas* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
158.3
120.8
26.5
53.2
358.8
180.5
24.2
61.7
38.8
305.2
39.7
23.4
54.0
49.0
166.1
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 823.0
¥ 415.2
¥ 363.5
*
Other areas primarily include Canada, Latin America and the Caribbean.
Fiscal Year Ended March 31, 2006 Compared to Fiscal Year Ended March 31, 2005
Domestic net income for the fiscal year ended March 31, 2006 was ¥197.4 billion, compared to ¥110.0
billion for the fiscal year ended March 31, 2005. This increase primarily reflected the increase in net interest
income due to the merger with UFJ Holdings.
Foreign net income for the fiscal year ended March 31, 2006 was ¥166.1 billion, compared to ¥305.2 billion
for the fiscal year ended March 31, 2005. This decrease primarily reflected the decline in net income in the
United States of America.
73
Fiscal Year Ended March 31, 2005 Compared to Fiscal Year Ended March 31, 2004
Domestic net income for the fiscal year ended March 31, 2005 was ¥110.0 billion, compared to ¥464.2
billion for the fiscal year ended March 31, 2004. This decline primarily reflected a decrease in non-interest
income due to a decrease in foreign exchange gains and an increase in the provision for credit losses compared to
the previous fiscal year.
Foreign net income for the fiscal year ended March 31, 2005 was ¥305.2 billion, compared to ¥358.8 billion
for the fiscal year ended March 31, 2004. This decrease primarily reflected a decline in net income in Europe, which
was partially offset by increases in the Asia/Oceania region (excluding Japan) and in the United States of America.
Effect of Change in Exchange Rates on Foreign Currency Translation
Fiscal Year Ended March 31, 2006 Compared to Fiscal Year Ended March 31, 2005
The average exchange rate for the fiscal year ended March 31, 2006 was ¥113.31 per $1.00, compared to the
prior fiscal year’s average exchange rate of ¥107.55 per $1.00. The average exchange rate for the conversion of
the US dollar financial statements of some of our foreign subsidiaries for the fiscal year ended December 31,
2005 was ¥110.21 per $1.00, compared to the average exchange rate for the fiscal year ended December 31, 2004
of ¥108.24 per $1.00.
The change in the average exchange rate of the yen against the US dollar and other foreign currencies had
the effect of increasing total revenue by approximately ¥68 billion, net interest income by approximately ¥21
billion and income before income taxes by approximately ¥20 billion, respectively, for the fiscal year ended
March 31, 2006.
Fiscal Year Ended March 31, 2005 Compared to Fiscal Year Ended March 31, 2004
The average exchange rate for the fiscal year ended March 31, 2005 was ¥107.55 per $1.00, compared to the
prior fiscal year’s average exchange rate of ¥113.07 per $1.00. The average exchange rate for the conversion of
the US dollar financial statements of some of our foreign subsidiaries for the fiscal year ended December 31,
2004 was ¥108.24 per $1.00, compared to the average exchange rate for the fiscal year ended December 31, 2003
of ¥115.98 per $1.00.
The change in the average exchange rate of the yen against the US dollar and other foreign currencies had
the effect of decreasing total revenue by approximately ¥39 billion, net interest income by approximately ¥18
billion and income before income taxes by approximately ¥15 billion, respectively, for the fiscal year ended
March 31, 2005.
74
B. Liquidity and Capital Resources
Financial Condition
Total Assets
Our total assets at March 31, 2006 were ¥186.22 trillion, representing an increase of ¥77.80 trillion, from
¥108.42 trillion at March 31, 2005. This increase was due primarily to the merger with UFJ Holdings, which had
a large asset base, with total assets of ¥82.04 trillion as of September 30, 2005 before the merger with us. The
increase in total assets reflected an increase of ¥44.33 trillion in net loans, and an increase of ¥19.02 trillion in
total investment securities.
We have allocated a substantial portion of our assets to international activities. As a result, reported amounts
are affected by changes in the value of the yen against the US dollar and other foreign currencies. Foreign assets
are denominated primarily in US dollars. The following table shows our total assets at March 31, 2005 and 2006
by geographic region based principally on the domicile of the obligors:
At March 31,
2005
2006
(in trillions)
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 84.41
¥152.05
Foreign:
United States of America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asia/Oceania excluding Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other areas* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12.33
5.97
3.47
2.24
24.01
16.65
9.48
5.24
2.80
34.17
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥108.42
¥186.22
*
Other areas primarily include Canada, Latin America and the Caribbean.
Total assets in Japan increased by ¥67.64 trillion mainly due to UFJ Holdings’ large asset base in Japan.
At March 31, 2006, the noon buying rate of the Federal Reserve Bank of New York was ¥117.48 per $1.00,
as compared with ¥107.22 per $1.00 at March 31, 2005. The yen equivalent amount of foreign currency
denominated assets and liabilities increases as the relevant exchange rate indicating the yen value per one foreign
currency unit becomes higher, evidencing a “weaker” yen, and decreases as the relevant exchange rate indicating
the yen value per one foreign currency unit becomes lower, evidencing a “stronger” yen. The depreciation of the
yen against the US dollar and other foreign currencies during the fiscal year ended March 31, 2006 increased the
yen value of our total assets by approximately ¥3.47 trillion. See “Item 3.A. Key Information—Selected
Financial Data—Exchange Rate Information.”
75
Loan Portfolio
The following table sets forth our loans outstanding by domicile and type of industry of borrower, before
deduction of allowance for credit losses, at March 31, 2005 and 2006, based on classification by industry
segment as defined by the Bank of Japan for regulatory reporting purposes, which is not necessarily based on use
of proceeds:
At March 31,
2005
2006
(in billions)
Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Communication and information services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other industries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer
¥ 6,475.4
974.1
5,266.5
3,621.7
5,228.3
3,691.9
784.3
6,783.2
8,162.1
¥10,796.6
1,968.4
8,616.6
6,154.3
9,532.8
5,798.1
1,182.5
12,171.0
23,727.8
Total domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40,987.5
79,948.1
Foreign:
Governments and official institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial and industrial
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
212.7
917.4
8,521.7
283.4
325.1
1,152.6
13,403.0
666.7
Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,935.2
15,547.4
Unearned income, unamortized premium—net and deferred loan fees—net . . . . . . . . . . .
(18.7)
11.3
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥50,904.0
¥95,506.8
Domestic loans within the “consumer” category in the above table include loans to individuals who utilize
loan proceeds to finance their proprietor activities and not for their personal financing needs.
Manufacturing Construction
Real
estate Services
March 31, 2005 . . .
March 31, 2006 . . .
¥23.0
¥17.2
¥16.2
¥13.9
¥543.0 ¥193.4
¥425.9 ¥160.8
Wholesale
and
retail
Banks and
other
financial
institutions
Communication
and
information
service
Total
included
in
Consumer
Other
industries
(in billions)
¥39.8
¥30.9
¥1.1
¥1.0
¥3.7
¥3.0
¥7.8
¥6.3
¥828.0
¥659.0
Loans are our primary use of funds. The average loan balance accounted for 51.1% of total interest-earning
assets for the fiscal year ended March 31, 2005 and 53.9% for the fiscal year ended March 31, 2006.
At March 31, 2006, our total loans were ¥95.51 trillion, representing an increase of ¥44.61 trillion, or
87.6%, from ¥50.90 trillion at March 31, 2005. This increase was primarily due to the merger with UFJ
Holdings. For reference, loans extended by UFJ Holdings were ¥41.91 trillion at March 31, 2005 and ¥42.40
trillion at September 30, 2005. Before the addition of unearned income, unamortized premiums—net and
deferred loan fees-net, our loan balance at March 31, 2006 consisted of ¥79.95 trillion of domestic loans and
¥15.55 trillion of foreign loans while the loan balance at March 31, 2005 consisted of ¥40.99 trillion of domestic
loans and ¥9.94 trillion of foreign loans.
Domestic loans increased ¥38.96 trillion and foreign loans increased ¥5.61 trillion compared to the previous
fiscal year. For reference, domestic loans extended by UFJ Holdings were ¥39.33 trillion at March 31, 2005 and
76
¥39.77 trillion at September 30, 2005. Foreign loans extended by UFJ Holdings were ¥2.60 trillion at March 31,
2005 and ¥2.65 trillion at September 30, 2005. Regarding foreign loans, loans to non-Japanese companies
increased steadily.
Analyzing the change of domestic loans by industry segments, domestic loans increased in all segments
primarily due to the merger with UFJ Holdings, and the largest increase was seen in consumer loans. The main
reason for the increase in consumer loans was the larger consumer loan portfolio formerly held by UFJ Holdings,
including subsidiaries such as UFJ NICOS, a consumer finance company, as compared to that of MTFG.
As for foreign loans, loans also increased in all segments, especially in the commercial and industrial
segments. Loans to non-Japanese corporate customers in the United States of America and Europe increased.
Allowance for Credit Losses, Nonperforming and Past Due Loans
The following table shows a summary of the changes in the allowance for credit losses for the fiscal years
ended March 31, 2004, 2005 and 2006:
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions resulting from the merger with UFJ Holdings(1)
. . . . . . . . . . . . . . . . . .
Provision (credit) for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Charge-offs:
Year ended March 31,
2004
2005
2006
¥1,360.1
—
(114.4)
(in billions)
¥ 888.1
—
108.3
¥ 739.9
287.5
110.2
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(294.2)
(83.7)
(217.5)
(80.4)
(153.6)
(11.2)
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(377.9)
(297.9)
(164.8)
Recoveries:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17.3
23.7
41.0
22.1
15.2
37.3
11.4
17.2
28.6
Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(336.9)
(20.7)
(260.6)
4.1
(136.2)
10.8
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 888.1
¥ 739.9
¥1,012.2
Notes:
(1) Additions resulting from the merger with UFJ Holdings represent the valuation allowance for acquired loans outside the scope of
SOP 03-3. The allowance for credit losses on loans within the scope of SOP 03-3 was not carried over.
(2) “Others” principally include foreign currency translation and discontinued operations adjustments.
Provision for credit losses for the fiscal year ended March 31, 2006 was ¥110.2 billion, an increase of ¥1.9
billion from ¥108.3 billion for the fiscal year ended March 31, 2005. Our loan portfolio and allowance for credit
losses were favorably affected by the upgrades of many borrowers’ credit ratings resulting from improvements in
their business performance mainly attributable to the general recovery in the Japanese economy, as well as
upgrades of credit ratings of borrowers to whom we had large exposures who made progress in their restructuring
plans.
However, most of the foregoing favorable impact on the quality of our loan portfolio was not reflected in
our provision for credit losses in the fiscal year ended March 31, 2006, because any subsequent increases in the
expected cash flows from impaired loans acquired in the merger with UFJ Holdings were not accounted for as
reversals of the allowance for credit losses but rather as adjustments to accretable yields under SOP 03-3. On the
other hand, the favorable impact on the quality of these loans was reflected in the increase in interest income and
the gains on sales of loans included in non-interest income.
77
For a further discussion of the adoption of SOP 03-3, see “Basis of Financial Statements and Summary of
Significant Accounting Policies—Accounting Changes” in note 1 to our consolidated financial statements.
The ratio of a provision for credit losses of ¥110.2 billion is 0.15% to the average loan balance of ¥72.92
trillion and 0.08% to the total interest-earning assets of ¥135.39 trillion.
Charge-offs for the fiscal year ended March 31, 2006 were ¥164.8 billion, a decrease of ¥133.1 billion, or
44.7%, from ¥297.9 billion for the fiscal year ended March 31, 2005.
Charge-offs have decreased for the last two fiscal years, from ¥377.9 billion for the fiscal year ended March
31, 2004, to ¥297.9 billion for the fiscal year ended March 31, 2005 and ¥164.8 billion for the fiscal year ended
March 31, 2006, reflecting the general recovery of businesses in Japan.
The following table presents comparative data in relation to the principal amount of nonperforming loans
sold and additional provision for credit losses (reversal of allowance):
Principal
amount of
loans(1)
Allowance for
credit losses(2)
Loans,
net of
allowance
(in billions)
Additional
provision for
credit losses
(reversal of
allowance)
For the fiscal year ended March 31, 2004 . . . . . . . . . . . . . . . . . .
For the fiscal year ended March 31, 2005 . . . . . . . . . . . . . . . . . .
For the fiscal year ended March 31, 2006 . . . . . . . . . . . . . . . . . .
¥315.9
101.7
108.1
¥133.2
40.5
38.7
¥182.7
61.2
69.4
¥(10.2)
(15.5)
(13.4)
Notes:
(1) Represents principal amount after the deduction of charge-offs made before the sales of nonperforming loans.
(2) Represents allowance for credit losses at the latest balance-sheet date.
Through the sale of nonperforming loans to third parties, additional provisions or gains may arise from
factors such as a change in the credit quality of the borrowers or the value of the underlying collateral subsequent
to the prior reporting date, and the risk appetite and investment policy of the purchasers. Along with a reduction
of nonperforming loans, conditions surrounding the sales of loans have improved in recent years.
Due to the inherent uncertainty of factors that may affect negotiated prices which reflect the borrowers’
financial condition and the value of underlying collateral, the results during the reported periods are not
necessarily indicative of the results that we may record in the future.
In connection with the sale of loans including performing loans, we recorded gains of ¥8.7 billion, ¥15.4
billion and ¥47.1 billion for the fiscal years ended March 31, 2004, 2005 and 2006, respectively.
The following table summarizes the allowance for credit losses by component at March 31, 2004, 2005 and
2006:
Allocated allowance:
At March 31,
2004
2005
2006
(in billions)
Specific—specifically identified problem loans . . . . . . . . . . . . . . . . . . . . . . . . .
Large groups of smaller balance homogeneous loans . . . . . . . . . . . . . . . . . . . . .
Loans exposed to specific country risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Formula—substandard, special mention and other loans . . . . . . . . . . . . . . . . . .
Unallocated allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥563.6
38.8
6.1
261.1
18.5
¥460.4
37.4
0.1
233.4
8.6
¥ 441.4
152.3
0.1
410.7
7.7
Total allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥888.1
¥739.9
¥1,012.2
78
Allowance Policy
Our credit rating system is closely linked to the risk grading standards set by the Japanese regulatory
authorities for asset evaluation and assessment, and is used as a basis for establishing the allowance for credit
losses and charge-offs. The categorization is based on conditions that may affect the ability of borrowers to
service their debt, such as current financial condition and results of operations, historical payment experience,
credit documentation, other public information and current trends. For a discussion of our credit rating system,
see “Item 11. Quantitative and Qualitative Disclosures about Credit, Market and Other Risk—Credit Risk
Management—Credit Rating System.”
Change in total allowance and provision for credit losses
At March 31, 2006, the total allowance for credit losses was ¥1,012.2 billion, representing 1.06% of our
total loan portfolio or 49.51% of our total nonaccrual and restructured loans and accruing loans contractually past
due 90 days or more. At March 31, 2005, the total allowance for credit losses was ¥739.9 billion, representing
1.45% of our total loan portfolio or 57.57% of our total nonaccrual and restructured loans and accruing loans
contractually past due 90 days or more.
The total allowance at March 31, 2006 increased ¥272.3 billion compared to the previous year mainly due to
the merger with UFJ Holdings, which resulted in an additional allowance of ¥287.5 billion. Apart from this
factor, other components of the total allowance remained relatively unchanged. The proportion of the allowance
for credit losses to the total loan portfolio actually decreased, as the merger with UFJ Holdings led to an increase
in total loans.
The proportion of the allowance for credit losses to nonaccrual and restructured loans and accruing loans
contractually past due 90 days or more has decreased mainly due to the fact that the impaired loans of UFJ
Holdings were offset by the allocated allowance through the application of SOP 03-3.
During the fiscal years ended March 31, 2004, 2005 and 2006, there were no significant additions to the
allowance for credit losses resulting from directives, advice or counsel from governmental or regulatory bodies.
Provision for credit losses for the fiscal year ended March 31, 2006 was ¥110.2 billion, an increase of ¥1.9
billion from ¥108.3 billion for the fiscal year ended March 31, 2005. Our loan portfolio and allowance for credit
losses were favorably affected by the upgrades of many borrowers’ credit ratings resulting from improvements in
their business performance mainly attributable to the general recovery in the Japanese economy, as well as
upgrades of credit ratings of borrowers to whom we had large exposures who made progress in their restructuring
plans.
However, most of the foregoing favorable impact on the quality of our loan portfolio was not reflected in
our provision for credit losses in the fiscal year ended March 31, 2006, because any subsequent increases in the
expected cash flows from impaired loans acquired in the merger with UFJ Holdings were not accounted for as
reversals of the allowance for credit losses but rather as adjustments to accretable yields under SOP 03-3. On the
other hand, the favorable impact on the quality of these loans was reflected in the increase in interest income and
the gains on sales of loans included in non-interest income.
For a further discussion of the adoption of SOP 03-3, see “Basis of Financial Statements and Summary of
Significant Accounting Policies—Accounting Changes” in note 1 to our consolidated financial statements.
Allocated allowance for specifically identified problem loans
The allocated credit loss allowance for specifically identified problem loans represents the allowance
against impaired loans called for in SFAS No. 114, “Accounting by Creditors for Impairment of a Loan.”
Impaired loans primarily include nonaccrual loans and restructured loans. We generally discontinue accrual of
interest income on loans when substantial doubt exists as to the full and timely collection of either principal or
interest, or when principal or interest is contractually past due one month or more with respect to loans of our
79
domestic banking subsidiaries, including BTMU and MUTB, and 90 days or more with respect to loans of certain
foreign banking subsidiaries. Loans are classified as restructured loans when we grant a concession to the
borrowers for economic or legal reasons related to the borrowers’ financial difficulties.
Detailed reviews of impaired loans are performed after a borrower’s annual or semi-annual financial
statements first become available. In addition, as part of an ongoing credit review process, our credit officers
monitor changes in all customers’ creditworthiness, including bankruptcy, past due principal or interest,
downgrading of external credit rating, declining stock price, business restructuring and other events, and reassess
borrowers’ ratings in response to such events. This credit monitoring process form an integral part of our overall
control process. An impaired loan is evaluated individually 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 at the annual and semi-annual fiscal year end, if the loan is collateral-dependent at a balance-sheet date.
The following table summarizes nonaccrual and restructured loans, and accruing loans that are contractually
past due 90 days or more as to principal or interest payments, at March 31, 2004, 2005 and 2006:
At March 31,
2004
2005
2006
(in billions, except percentages)
Nonaccrual loans:
Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Communication and information services . . . . . . . . . . . . . . . . . . . . . . . . .
Other industries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥
Total domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥
175.7
59.0
154.8
73.0
108.5
21.4
5.1
39.8
141.8
779.1
303.9
Total nonaccrual loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,083.0
Restructured loans:
Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Communication and information services . . . . . . . . . . . . . . . . . . . . . . . . .
Other industries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total restructured loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accruing loans contractually past due 90 days or more:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total accruing loans contractually past due 90 days or more . . . . . . . . . . . . . .
88.7
41.2
131.0
87.5
149.3
1.6
4.7
12.4
61.0
577.4
55.0
632.4
14.7
0.9
15.6
113.9
47.8
122.0
169.6
85.7
4.3
11.8
22.3
119.2
696.6
124.3
820.9
30.8
54.1
116.1
36.6
87.3
0.3
3.6
48.0
54.2
431.0
23.2
454.2
9.2
0.9
10.1
¥
126.9
37.7
162.8
60.7
128.6
15.8
12.8
29.2
360.7
935.2
74.6
1,009.8
50.9
30.8
149.7
58.4
379.9
0.1
8.2
157.4
101.8
937.2
74.7
1,011.9
21.9
1.1
23.0
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 1,731.0
¥ 1,285.2
¥ 2,044.7
Total loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥48,357.7
¥50,904.0
¥95,506.8
Nonaccrual and restructured loans, and accruing loans contractually past due 90 days or
more as a percentage of total loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.58%
2.52%
2.14%
80
Domestic nonaccrual loans and restructured loans within the “consumer” category in the above table include
loans to individuals who utilize loan proceeds to finance their proprietor activities and not for their personal
financing needs.
Manufacturing Construction
Real
estate Services
Wholesale
and
retail
Banks and
other
financial
institutions
Communication
and
information
services
Total
included
in
Consumer
Other
industries
(in billions)
March 31, 2005
Nonaccrual loans . . . . . . .
Restructured loans . . . . . .
March 31, 2006
Nonaccrual loans . . . . . . .
Restructured loans . . . . . .
¥1.3
1.2
¥1.1
0.3
¥1.0
0.3
¥0.8
0.1
¥43.3
19.2
¥13.7
2.9
¥27.9
14.4
¥ 9.7
1.3
¥3.2
1.9
¥1.6
0.9
¥—
—
¥—
—
¥0.2
—
¥0.2
—
¥0.5
—
¥0.3
—
¥63.2
25.5
¥41.6
17.0
We have been actively making efforts to reduce our nonperforming loans. These efforts have been made to
improve the quality of our own loan assets, which conforms to the policy to decrease nonperforming loans under
the program for financial revival announced by the Japanese government in October 2002. Nonaccrual and
restructured loans, and accruing loans contractually past due 90 days or more increased ¥759.5 billion from
March 31, 2005, to ¥2,044.7 billion at March 31, 2006, primarily due to the merger with UFJ Holdings. For
reference, the nonperforming loans formerly held by UFJ Holdings were ¥2,326.9 billion at March 31, 2005 and
¥2,225.9 billion at September 30, 2005. In contrast, the percentage of nonperforming loans to the total loans
decreased to 2.14% at March 31, 2006 from 2.52% at March 31, 2005.
Total nonaccrual loans were ¥1,009.8 billion at March 31, 2006, an increase of ¥188.9 billion, or 23.0%,
from ¥820.9 billion at March 31, 2005. Domestic nonaccrual loans increased ¥238.6 billion while foreign
nonaccrual loans decreased ¥49.7 billion. Domestic nonaccrual loans increased due to the merger with UFJ
Holdings. These increases were partially offset by the decrease caused by upgrades of many borrowers’ credit
ratings which were driven by the improved business performance or sales of loans. Foreign nonaccrual loans
decreased primarily due to upgrades in credit ratings through the turnaround of the business performance of
borrowers to whom we had large exposures, as a result of progress in their restructuring plans. The decrease was
partially offset by the increases due to the merger with UFJ Holdings.
Analyzing by industry segments, nonaccrual loans increased in a number of industry segments due to the
merger with UFJ Holdings, including ¥241.5 billion in consumer, ¥42.9 billion in wholesale and retail, and
¥40.8 billion in real estate, while nonaccrual loans decreased ¥108.9 billion in services. Regarding the services
industry segment, the merger with UFJ Holdings had less of an impact on the increase of nonaccrual loans
compared to the positive impact caused by upgrades of credit ratings due to the improved business performance
of borrowers to whom we had large exposures, as a result of progress in their restructuring plans.
Total restructured loans were ¥1,011.9 billion at March 31, 2006, an increase of ¥557.7 billion, or 122.8%,
from ¥454.2 billion at March 31, 2005. Domestic restructured loans increased ¥506.2 billion and foreign
restructured loans increased ¥51.5 billion. These increases were mainly due to the merger with UFJ Holdings.
Analyzing by industry segments, restructured loans increased in most industry segments, particularly in
wholesale and retail by ¥292.6 billion. This increase was mainly attributable to the addition of loans to borrowers
for which UFJ Holdings had extended relatively large amounts in this industry segment. Other industries increased
by ¥109.4 billion mainly because loans to borrowers to whom we had large exposures which were booked as
nonaccrual loans at March 31, 2005 were upgraded due to the progress of their restructuring plans and instead were
booked as restructured loans at March 31, 2006.
81
The following table summarizes the balances of impaired loans and related impairment allowances at
March 31, 2004, 2005 and 2006, excluding smaller-balance homogeneous loans:
2004
At March 31,
2005
2006
Loan
balance
Impairment
allowance
Loan
balance
Impairment
allowance
Loan
balance
Impairment
allowance
(in billions)
Requiring an impairment allowance . . . . . . . . ¥1,405.7
183.1
Not requiring an impairment allowance . . . . .
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,588.8
¥563.6
—
¥563.6
¥1,042.0
147.3
¥1,189.3
¥460.4
—
¥460.4
¥1,205.6
254.0
¥1,459.6
¥441.4
—
¥441.4
Percentage of the allocated allowance to total
impaired loans . . . . . . . . . . . . . . . . . . . . . . .
35.5%
38.7%
30.2%
In addition to impaired loans presented in the above table, there were loans held for sale that were impaired
of ¥12.6 billion, ¥15.3 billion and ¥0.2 billion at March 31, 2004, 2005 and 2006, respectively.
Impaired loans increased ¥270.3 billion, or 22.7%, from ¥1,189.3 billion at March 31, 2005 to ¥1,459.6
billion at March 31, 2006. This increase was primarily due to the merger with UFJ Holdings.
The percentage of the allocated allowance to total impaired loans at March 31, 2006 was 30.2%, a decrease
of 8.5 percentage points from 38.7% at March 31, 2005. This decrease was mainly due to the overall
improvement of the credit quality of the nonaccrual loans portfolio, and the upgrade of large borrowers which
were formerly classified as nonaccrual loans. The upgrades of large borrowers also led to the decrease in the
proportion of nonaccrual loans as compared to the balance of total impaired loans.
Based upon a review of borrowers’ financial status, from time to time each of our banking subsidiaries
grants various concessions (modification of loan terms) to troubled borrowers at the borrowers’ request,
including reductions in the stated interest rates or the principal amount of loans, and extensions of the maturity
date. According to the policies of each of our banking subsidiaries, such modifications are made to mitigate the
near-term burden of the borrowers and to better match the payment terms with the borrowers’ expected future
cash flows or, in cooperation with other creditors, to reduce the overall debt burden of the borrowers so that they
may normalize their operations, in each case to improve the likelihood that the loans will be repaid in accordance
with the revised terms. The nature and amount of the concessions depend on the particular financial condition of
each borrower. In principle, however, each of our banking subsidiaries do not modify the terms of loans to
borrowers that are considered “Likely to Become Bankrupt,” “Virtually Bankrupt” or “Bankrupt” because in
these cases there is little likelihood that the modification of loan terms would enhance recovery of the loans.
Allocated allowance for large groups of smaller-balance homogeneous loans
The allocated credit loss allowance for large groups of smaller-balance homogeneous loans is focused on
loss experience for the pool rather than on an analysis of individual loans. Large groups of smaller-balance
homogeneous loans primarily consist of first mortgage housing loans to individuals. The allowance for groups of
performing loans is based on historical loss experience over a period. In determining the level of the allowance
for delinquent groups of loans, we classify groups of homogeneous loans based on the risk rating and/or the
number of delinquencies. We determine the credit loss allowance for delinquent groups of loans based on the
probability of insolvency by the number of actual delinquencies and actual loss experience. The loss experience
is usually determined by reviewing the historical loss rate. The allocated credit loss allowance for large groups of
smaller-balance homogeneous loans was ¥152.3 billion at March 31, 2006, an increase of ¥114.9 billion from
82
¥37.4 billion at March 31, 2005. This increase was mainly attributable to the allowance of ¥118.9 billion
acquired in the merger with UFJ Holdings. The allowance allocated for the loans made by our subsidiaries in the
consumer finance sector and mortgage guarantee sector comprised a large portion of the ¥118.9 billion.
Allocated allowance for country risk exposure
The allocated credit loss allowance for country risk exposure is based on an estimate of probable losses
relating to the exposure to countries that we identify as having a high degree of transfer risk. The countries
applicable to the allowance for country risk exposure are decided based on a country risk grading system used to
assess and rate the transfer risk to individual countries. The allowance is generally determined based on a
function of default probability and expected recovery ratios, taking external credit ratings into account. The
allocated allowance for country risk exposure was approximately ¥0.1 billion at March 31, 2005 and 2006.
The following is a summary of cross-border outstandings to counterparties in major Asian and Latin
American countries at March 31, 2005 and 2006:
Hong Kong . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
People’s Republic of China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Singapore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
South Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thailand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Malaysia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Indonesia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Philippines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Brazil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
At March 31,
2005
2006
(in billions)
¥358.3
288.7
291.4
256.3
235.3
109.2
36.6
44.4
72.0
47.4
¥554.7
512.6
457.6
301.5
291.9
213.8
132.7
58.4
137.4
89.3
We record allocated allowance for country risk exposure for specific countries, but not necessarily for all of
the countries above.
Through the merger with UFJ Holdings, cross-border outstandings to Asia and Latin America have
increased. Our cross-border outstandings to countries such as Singapore and Indonesia have also increased due to
their stable economies.
Formula allowance for substandard, special mention and unclassified loans
The formula allowance is calculated by applying estimated loss factors to outstanding substandard, special
mention and unclassified loans. In evaluating the inherent loss for these loans, we rely on a statistical analysis
that incorporates a percentage of total loans based on historical loss experience.
Each of our banking subsidiaries has computed the formula allowance based on estimated credit losses using
a methodology defined by the credit rating system. Estimated losses inherent in the loan portfolio at the balance
sheet date are calculated by multiplying the default ratio by the nonrecoverable ratio (determined as a
complement of the recovery ratio). The default ratio is determined by each credit risk rating, taking into account
the historical number of defaults of borrowers within each credit risk rating divided by the total number of
borrowers within that credit risk rating existing at the beginning of the three-year observation period. The
recovery ratio is mainly determined by the historical experience of collections against loans in default.
UnionBanCal Corporation, our largest overseas subsidiary, calculates the formula allowance by applying
loss factors to outstanding loans and certain unused commitments, in each case based on the internal risk grade of
83
such loans, leases and commitments. Changes in risk grades affect the amount of the formula allowance. Loss
factors are based on their historical loss experience and may be adjusted for significant factors that, in
management’s judgment, affect the collectibility of the portfolio as of the evaluation date. Loss factors are
developed in the following ways:
•
•
loss factors for individually graded credits are derived from a migration model that tracks historical
losses over a period, which we believe captures the inherent losses in our loan portfolio; and
pooled loan loss factors (not individually graded loans) are based on expected net charge-offs. Pooled
loans are loans that are homogeneous in nature, such as consumer installment, home equity, residential
mortgage loans and certain small commercial and commercial real estate loans.
Though there are a few technical differences in the methodology used for the allowance for credit losses as
mentioned above, we examine overall sufficiency of the formula allowance periodically by back-test comparison
with the actual loss experience subsequent to the balance sheet date.
The formula allowance increased ¥177.3 billion from ¥233.4 billion at March 31, 2005 to ¥410.7 billion at
March 31, 2006. This increase was mainly attributable to the allowance of ¥168.6 billion acquired in the merger
with UFJ Holdings.
Unallocated allowance
The unallocated allowance is based on management’s evaluation of conditions that are not directly reflected
in the determination of the formula and specific allowances. The evaluation of the inherent loss with respect to
these conditions is subject to a higher degree of uncertainty because they may not be identified with specific
problem credits or portfolio segments. The conditions evaluated in connection with the unallocated allowance
include the following, which were considered to exist at the balance sheet date:
•
•
•
•
•
•
•
•
•
general economic and business conditions affecting our key lending areas;
credit quality trends (including trends in nonperforming loans expected to result from existing
conditions);
collateral values;
loan volumes and concentrations;
specific industry conditions within portfolio segments;
recent loss experience in particular segments of the portfolio;
duration of the current economic cycle;
bank regulatory examination results; and
findings of internal credit examination.
Executive management reviews these conditions quarterly in discussion with our senior credit officers. To
the extent that any of these conditions is evidenced by a specifically identifiable problem credit or portfolio
segment as of the evaluation date, management’s estimate of the effect of such conditions may be reflected as a
specific allowance, applicable to such credit or portfolio segment. Where any of these conditions is not evidenced
by a specifically identifiable problem credit or portfolio segment as of the evaluation date, management’s
evaluation of the probable loss related to such condition is reflected in the unallocated allowance.
The unallocated allowance decreased ¥0.9 billion from ¥8.6 billion at March 31, 2005 to ¥7.7 billion at
March 31, 2006. This decrease resulted mainly from management’s assessment of economic and specific
industry conditions.
84
Allowance for Off-balance-sheet Credit Instruments
In addition to the allowance for credit losses on the loan portfolio, we maintain an allowance for credit
losses on off-balance-sheet credit instruments, including commitments to extend credit, a variety of guarantees
and standby letters of credit. This allowance is included in other liabilities. With regard to the specific allocated
allowance for specifically identified credit exposure and the allocated formula allowance, we apply the same
methodology that we use in determining the allowance for loan credit losses. The allowance for credit losses on
off-balance-sheet credit instruments was ¥102.3 billion at March 31, 2006, an increase of ¥32.8 billion, or 47.2%,
from ¥69.5 billion at March 31, 2005. This increase was mainly due to the merger with UFJ Holdings.
Investment Portfolio
Our investment securities are primarily comprised of marketable equity securities and Japanese government
and Japanese government agency bonds, which are mostly classified as available-for-sale securities. We also
hold Japanese government bonds which are classified as securities being held to maturity.
Historically, we have held equity securities of some of our customers for strategic purposes, in particular to
maintain long-term relationships with these customers. However, we have been reducing the aggregate value of
our equity securities because we believe that, from a risk management perspective, it is important to reduce the
price fluctuation risk in our equity portfolio. As of March 31, 2006, the aggregate value of our marketable equity
securities under Japanese GAAP satisfies the requirements of the legislation forbidding banks from holding
equity securities in excess of their Tier I capital after September 30, 2006.
Investment securities increased ¥19.02 trillion, from ¥29.79 trillion at March 31, 2005 to ¥48.81 trillion at
March 31, 2006 due primarily to the merger with UFJ Holdings, as UFJ Holdings also had a large holding of
investment securities, ¥20.36 trillion as of September 30, 2005, before the merger with us. Factors which increased
investment securities other than the merger include the increase in accumulated net unrealized gains on marketable
equity securities, due to the improvement in the Japanese stock market. These increases were partially offset by the
¥0.70 trillion preferred shares of UFJ Bank being converted into common shares of BTMU and then eliminated in
consolidation at March 31, 2006, although they were recognized as investment securities at March 31, 2005.
The following table shows information as to the value of our investment securities available for sale and
being held to maturity at March 31, 2005 and 2006:
At March 31,
2005
2006
Amortized
cost
Estimated
fair value
Net
unrealized
gains
Amortized
cost
Estimated
fair value
Net
unrealized
gains (losses)
(in billions)
¥22,463.7
2,333.4
¥22,604.3
3,953.6
¥ 140.6
1,620.2
¥36,737.2
4,852.9
¥36,939.1
8,546.8
¥ 201.9
3,693.9
¥24,797.1
¥26,557.9
¥1,760.8
¥41,590.1
¥45,485.9
¥3,895.8
¥ 2,191.3
¥ 2,213.6
¥
22.3
¥ 2,466.1
¥ 2,451.8
¥ (14.3)
Securities available for sale:
Debt securities, principally
Japanese government bonds
and corporate bonds . . . . . . . .
Marketable equity securities . . . .
Total securities available for
sale . . . . . . . . . . . . . . . . . .
Debt securities being held to maturity,
principally Japanese government
bonds . . . . . . . . . . . . . . . . . . . . . . . .
The amortized cost of securities being held to maturity increased ¥0.27 trillion as our treasury operations
increased holdings in Japanese government bonds for asset-liability management purposes, mainly due to the fact that
our balance of deposits exceeded our loans, and Japanese government bonds were a viable investment option for us.
85
The estimated fair value of available-for-sale securities increased ¥18.93 trillion from ¥26.56 trillion at
March 31, 2005 to ¥45.49 trillion at March 31, 2006, primarily due to the merger with UFJ Holdings, which
increased our investment in Japanese governments bonds, private placement debt securities and equity securities.
Other factors which increased the estimated fair value of our available-for-sale securities were mainly the result
of the rise in Japanese equity prices in general.
Net unrealized gains on available-for-sale securities included in the investment portfolio at March 31, 2005
and 2006 were ¥1.76 trillion and ¥3.90 trillion, respectively. These net unrealized gains related principally to
marketable equity securities.
Cash and Due from Banks
Cash and due from banks at March 31, 2006 was ¥6.24 trillion, an increase of ¥2.03 trillion from ¥4.21
trillion at March 31, 2005. The increase was primarily due to the merger with UFJ Holdings.
Interest-earning Deposits in Other Banks
Interest-earning deposits in other banks fluctuate significantly from day to day depending upon financial
market conditions. Interest-earning deposits in other banks at March 31, 2006 were ¥6.24 trillion, an increase of
¥1.72 trillion, from ¥4.52 trillion at March 31, 2005. This increase primarily reflected an increase in foreign
currency deposits.
Goodwill
Goodwill at March 31, 2006 was ¥1.84 trillion, an increase of ¥1.75 trillion from ¥0.09 trillion at March 31,
2005. The ¥1.73 trillion of goodwill relating to the merger with UFJ Holdings mainly contributed to the increase
in goodwill.
Deferred Tax Assets
Deferred tax assets increased ¥0.44 trillion, or 56.6%, from ¥0.77 trillion at March 31, 2005 to ¥1.21 trillion
at March 31, 2006. This increase was primarily due to the recognition of deferred tax assets for operating loss
carryforwards and the temporary differences between the assigned values and the tax bases of the assets acquired
and liabilities assumed in the purchase business combination with UFJ Holdings, which was partly offset by an
increase of deferred tax liabilities including those related to investment securities. The valuation allowance
significantly decreased as compared to that provided by UFJ Holdings and its subsidiaries as of September 30,
2005 as a result of our analysis based on all available evidence concerning the updated projection of future
taxable income of the combined entity.
Total Liabilities
At March 31, 2006, total liabilities were ¥176.55 trillion, an increase of ¥72.50 trillion from ¥104.05 trillion
at March 31, 2005. The increase was primarily due to the merger with UFJ Holdings, which also had a large
domestic customer deposit base. This increase primarily reflected increases of ¥55.50 trillion in total deposits and
¥7.91 trillion in long-term debt.
The depreciation of the yen against the US dollar and other foreign currencies during the fiscal year ended
March 31, 2006 increased the yen values for liabilities denominated in foreign currencies by approximately ¥3.11
trillion.
Deposits
Deposits are our primary source of funds. Total average deposits increased ¥27.93 trillion from ¥70.33
trillion for the fiscal year ended March 31, 2005 to ¥98.26 trillion for the fiscal year ended March 31, 2006. This
increase primarily reflected a ¥17.15 trillion increase in average domestic interest-bearing deposits primarily
resulting from the merger with UFJ Holdings.
86
Domestic deposits increased ¥52.03 trillion from ¥58.03 trillion at March 31, 2005 to ¥110.06 trillion at
March 31, 2006, while foreign deposits increased ¥3.47 trillion from ¥13.11 trillion at March 31, 2005 to ¥16.58
trillion at March 31, 2006.
Short-term Borrowings
We use short-term borrowings as a funding source and in our management of interest rate risk. For
management of interest rate risk, short-term borrowings are used in asset-liability management operations to
match interest rate risk exposure resulting from loans and other interest-earning assets and for managing funding
costs of various financial instruments at an appropriate level, based on our forecast of future interest rate levels.
Short-term borrowings consist of call money and funds purchased, payables under repurchase agreements,
payables under securities lending transactions, due to trust accounts and other short-term borrowings.
Short-term borrowings increased ¥5.34 trillion from ¥19.01 trillion at March 31, 2005 to ¥24.35 trillion at
March 31, 2006 due mainly to the merger with UFJ Holdings.
Long-term debt
Long-term debt at March 31, 2006 was ¥13.89 trillion, an increase of ¥7.91 trillion from ¥5.98 trillion at
March 31, 2005. This increase was primarily due to the merger with UFJ Holdings. Another factor which
contributed to the increase in long-term debt was an increase of subordinated loans made to BTMU by
unconsolidated special purpose companies using proceeds from non-dilutive, nonconvertible preferred securities
issued during the fiscal year ended March 31, 2006.
Severance Indemnities and Pension Liabilities
As discussed in “Item 5.A. Operating Results—Recent Developments—Transfer to the Japanese
Government of the Substitutional Portion of Employee Pension Fund Liabilities” and “Item 5.A. Operating
Results—Accounting Changes—Transfer to the Japanese Government of the Substitutional Portion of Employee
Pension Fund Liabilities,” in March 2005, the substitutional portion of the employee pension fund liabilities of
Bank of Tokyo-Mitsubishi was transferred to a government agency and Bank of Tokyo-Mitsubishi was released
from the obligation to pay the substitutional portion of the benefits to its employees. Although the completion of
the transfer constituted a settlement of such plan, since there remains a defined benefit plan and the settlement
occurred subsequent to December 31, 2004 (the measurement date of such plan), the impact of the transfer /
settlement of a pre-tax income of ¥35.0 billion was recognized in the fiscal year ended March 31, 2006. See note
18 to our consolidated financial statements for details of our defined benefit pension plans and the effect of the
transfer / settlement.
Sources of Funding and Liquidity
Our primary source of liquidity is from a large balance of deposits, mainly ordinary deposits, certificates of
deposit and time deposits. Time deposits have shown a historically high rollover rate among our corporate
customers and individual depositors. Due to the economic and financial environment in Japan, as well as our
relatively high financial standing in Japan, our deposits have steadily increased during recent years, and increased
significantly due to the merger with UFJ Holdings. As of March 31, 2006, our deposits of ¥126.64 trillion exceeded
our loans, net of allowance for credit losses of ¥94.49 trillion, by ¥32.15 trillion. These deposits provide us with a
sizable source of stable and low-cost funds. While approximately 50.3% of certificates of deposit and time deposits
mature within three months, we continuously monitor relevant interest rate characteristics of these funds and utilize
asset and liability management techniques to manage the possible impact of the rollovers on our net interest margin
and liquidity. Our average deposits, combined with average shareholders’ equity, funded 66.1% of our average total
assets of ¥159.35 trillion during the fiscal year ended March 31, 2006.
Most of the remaining funding was provided by short-term borrowings and long-term senior and
subordinated debt. Short-term borrowings consist of call money and funds purchased, payables under repurchase
agreements, payables under securities lending transactions, due to trust account and other short-term borrowings.
87
From time to time, we have issued long-term instruments such as straight bonds with mainly three to five years’
maturity. Liquidity may also be provided by the sale of financial assets, including securities available for sale,
trading account securities and loans. Additional liquidity may be provided by the maturity of loans.
Total Shareholders’ Equity
The following table presents a summary of our total shareholders’ equity at March 31, 2005 and 2006:
At March 31,
2005
2006
(in billions, except percentages)
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other changes in equity from nonowner sources, net of taxes . . . . . . .
Treasury stock, at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 247.1
1,084.7
1,080.5
1,567.5
396.6
(3.3)
¥ 247.1
1,084.7
5,566.9
1,664.2
1,880.2
(774.9)
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥4,373.1
¥9,668.2
Ratio of total shareholders’ equity to total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.03%
5.19%
Total shareholders’ equity increased ¥5,295.1 billion, from ¥4,373.1 billion at March 31, 2005 to ¥9,668.2
billion at March 31, 2006. The ratio of total shareholders’ equity to total assets also showed an increase of 1.16
percentage points from 4.03% at March 31, 2005 to 5.19% at March 31, 2006. The increase in total shareholders’
equity at March 31, 2006, and the resulting increase in the ratio to total assets, were principally attributable to an
increase of ¥4,486.4 billion in capital surplus mainly due to the issuance of new shares of common stock in the
merger with UFJ Holdings, and an increase of ¥1,483.6 billion in accumulated other changes in equity from
nonowner sources. These increases were partially offset by the increase in treasury stock, which reflected
repurchases of our own shares.
Due to our holdings of a large amount of marketable Japanese equity securities and the volatility of the
equity markets in Japan, changes in the fair value of marketable equity securities have significantly affected our
shareholders’ equity. The following table presents information relating to the accumulated net unrealized gains
before tax effect in respect of marketable equity securities classified as available for sale at March 31, 2005 and
2006:
Accumulated net unrealized gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated net unrealized gains to total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
At March 31,
2005
2006
(in billions, except percentages)
¥1,620.2
¥3,693.9
1.49%
1.98%
Capital Adequacy
We are subject to various regulatory capital requirements promulgated by the regulatory authorities of the
countries in which we operate. Failure to meet minimum capital requirements can initiate mandatory actions by
regulators that, if undertaken, could have a direct material effect on our consolidated financial statements.
We continually monitor our risk-adjusted capital ratio closely and manage our operations in consideration of
the capital ratio requirements. These ratios are affected not only by fluctuations in the value of our assets,
including our marketable securities and deferred tax assets, but also by fluctuations in the value of the yen
against the US dollar and other foreign currencies and by general price levels of Japanese equity securities.
88
Capital Requirements for Banking Institutions in Japan
A Japanese banking institution is subject to the minimum capital adequacy requirements both on a
consolidated basis and a stand-alone basis, and is required to maintain the minimum capital irrespective of
whether it operates independently or as a subsidiary under the control of another company. A bank holding
company is also subject to the minimum capital adequacy requirements on a consolidated basis. Under the
Financial Services Agency’s guidelines, capital is classified into three tiers, referred to as Tier I, Tier II and Tier
III. Our Tier I capital generally consists of shareholders’ equity items, including common stock, non-cumulative
preferred stock, capital surplus, minority interests and retained earnings (which includes deferred tax assets), but
recorded goodwill and other items, such as treasury stock, are deducted from Tier I capital. Our Tier II generally
consists of general reserves for credit losses up to 1.25% of risk-weighted assets, 45% of the unrealized gains on
investment securities available for sale, 45% of the land revaluation excess, the balance of perpetual subordinated
debt and the balance of subordinated term debt with an original maturity of over five years subject to certain
limitations, up to 50% of Tier I capital. Our Tier III capital consists of short-term subordinated debt with an
original maturity of at least two years, subject to certain limitations. At least 50% of the minimum capital
requirements must be maintained in the form of Tier I capital.
Under the Japanese regulatory capital requirements, our consolidated capital components, including Tier I,
Tier II and Tier III and risk-weighted assets are calculated from our consolidated financial statements prepared
under Japanese GAAP. Also, each of the consolidated and stand-alone capital components of our banking
subsidiaries in Japan is calculated from consolidated and non-consolidated financial statements prepared under
Japanese GAAP, respectively.
For a detailed discussion of the capital adequacy guidelines adopted by the Financial Service Agency and
proposed amendments, see “Item 4.B. Information on the Company—Business Overview—Supervision and
Regulation—Japan—Capital Adequacy.”
Capital Requirements for Banking Institutions in the United States
In the United States, UnionBanCal Corporation and its banking subsidiary, Union Bank of California, N.A.,
our largest subsidiaries operating outside Japan, are subject to various regulatory capital requirements
administered by U.S. Federal banking agencies, including minimum capital requirements. Under capital
adequacy guidelines and the regulatory framework for prompt corrective action, they must meet specific capital
guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as
calculated under U.S. regulatory accounting practices. Their capital amounts and prompt corrective action
classification are also subject to qualitative judgments by the regulators about components, risk weightings and
other factors.
For a detailed discussion of the capital adequacy guidelines applicable to our U.S. bank subsidiaries, see
“Item 4.B. Information on the Company—Business Overview—Supervision and Regulation—United States—
Bank Capital Requirements and Capital Distributions.”
Capital Requirements for Securities Firms in Japan and Overseas
We have securities subsidiaries in Japan and overseas, which are also subject to regulatory capital
requirements. In Japan, the Securities and Exchange Law of Japan and related ordinance require securities firms to
maintain a minimum capital ratio of 120% calculated by as a percentage of capital accounts less certain illiquid
assets, as determined in accordance with Japanese GAAP, against amounts equivalent to market, counterparty credit
and operations risks. Specific guidelines are issued as a ministerial ordinance which detail the definition of essential
components of the capital ratios, including capital, illiquid assets deductions, risks and related measures. Failure to
maintain a minimum capital ratio will trigger mandatory regulatory actions. A capital ratio of less than 140% will
call for regulatory reporting and a capital ratio of 100% or less may lead to a suspension of all or part of the business
for a period of time and cancellation of registration. Overseas securities subsidiaries are subject to the relevant
regulatory capital requirements of the countries or jurisdictions in which they operate.
89
Mitsubishi UFJ Financial Group Ratios
The table below presents our consolidated risk-based capital, risk-adjusted assets and risk-based capital
ratios at March 31, 2005 and 2006 (underlying figures are calculated in accordance with Japanese banking
regulations based on information derived from our consolidated financial statements prepared in accordance with
Japanese GAAP, as required by the Financial Services Agency):
At March 31,
2005
2006
Minimum capital
ratios required
(in billions, except percentages)
Capital components:
Tier I capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tier II capital includable as qualifying capital
. . . . . . . . .
Tier III capital includable as qualifying capital . . . . . . . . .
Deductions from total qualifying capital . . . . . . . . . . . . . .
Total risk-based capital . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 4,286.8
3,250.9
—
915.1
¥ 6,622.6
¥
7,501.7
6,293.7
—
335.0
¥ 13,460.4
Risk-weighted assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital ratios:
Tier I capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥56,270.6
¥110,292.7
7.62%
11.76
6.80%
12.20
4.00%
8.00
Our Tier I ratio decreased 0.82 percentage points from 7.62% at March 31, 2005 to 6.80% at March 31,
2006. This decrease reflected, among other things, the merger with UFJ Holdings and the increase of treasury
stock resulting from repurchases of our own shares which was completed in connection with the repayment of
public funds originally received by UFJ Holdings from the RCC. The increase in our retained earnings under
Japanese GAAP and our issuance of non-dilutive preferred securities during the fiscal year ended March 31,
2006 partially offset this decrease. Our total risk-based capital ratio increased 0.44 percentage points from
11.76% at March 31, 2005 to 12.20% at March 31, 2006 mainly due to an increase in unrealized gains from our
securities holdings
Capital Ratios of Our Major Subsidiary Banks in Japan
The table below presents the risk-based capital ratios of BTMU and MUTB at March 31, 2005 and 2006
(underlying figures are calculated in accordance with Japanese banking regulations based on information derived
from their consolidated and non-consolidated financial statements prepared in accordance with Japanese GAAP,
as required by the Financial Services Agency):
At March 31,
2005
2006
Minimum capital
ratios required
Consolidated capital ratios:
BTMU
Tier I capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.86% 7.05%
11.83
12.48
4.00%
8.00
MUTB
Tier I capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.87
12.72
8.80
13.06
Stand-alone capital ratios:
BTMU
Tier I capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.78
12.22
7.47
13.29
MUTB
Tier I capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.76
12.68
8.40
12.65
4.00
8.00
4.00
8.00
4.00
8.00
At March 31, 2006, management believes that our subsidiary banks were in compliance with all capital
adequacy requirements to which they are subject.
90
Capital Ratios of Subsidiary Banks in the United States
The table below presents the risk-based capital ratios of UnionBanCal Corporation and Union Bank of
California, both subsidiaries of BTMU, at December 31, 2004 and 2005:
At December 31,
2004
2005
Minimum capital
ratios required
Ratios OCC requires
to be “well-capitalized”
UnionBanCal Corporation:
Tier I capital (to risk-weighted assets) . . . . . . .
Tier I capital (to quarterly average assets)* . . .
Total capital (to risk-weighted assets) . . . . . . . .
9.71% 9.17%
8.09
12.17
8.39
11.10
Union Bank of California:
Tier I capital (to risk-weighted assets) . . . . . . .
Tier I capital (to quarterly average assets)* . . .
Total capital (to risk-weighted assets) . . . . . . . .
9.29% 9.62%
7.72
10.57
8.78
10.59
4.00%
4.00
8.00
4.00%
4.00
8.00
—
—
—
6.00%
5.00
10.00
*
Excludes certain intangible assets
Management believes that, as of December 31, 2005 and June 30, 2006, UnionBanCal Corporation and
Union Bank of California met all capital adequacy requirements to which they are subject.
As of December 31, 2005, the Office of the Comptroller of the Currency (OCC) categorized Union Bank of
California as “well-capitalized.” To be categorized as “well capitalized,” Union Bank of California must
maintain minimum total risk-based, Tier I risk-based and Tier I leverage ratios as set forth in the table. There are
no conditions or events since that notification that management believes have changed Union Bank of
California’s category.
Capital Adequacy Ratio of Mitsubishi UFJ Securities
At March 31, 2006, Mitsubishi UFJ Securities’ capital accounts, less certain illiquid assets, of ¥680.4
billion, were 564.1% of total amounts equivalent to market, counterparty credit and operations risks.
Off-balance-sheet Arrangements
In the normal course of our business, we engage in several types of off-balance-sheet arrangements to meet
the financing needs of our customers, including various types of guarantees, commitments to extend credit and
commercial letters of credit. The following table summarizes these commitments at March 31, 2006:
Amount of commitment expiration by period
Less than
1 year
1-5
years
Over
5 years
Total
(in billions)
Guarantees:
Standby letters of credit and financial guarantees . . . . . . . . . . . . .
Performance guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Guarantees for the repayment of trust principal . . . . . . . . . . . . . . .
Liabilities of trust account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 2,346
1,238
15,034
333
3,478
232
¥ 1,530
610
11,237
2,106
136
—
¥1,830
52
3,374
17
672
11
Total guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22,661
15,619
5,956
Other off-balance-sheet instruments:
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments to extend credit
Commercial letters of credit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45,027
805
7
11,296
14
12
Total other off-balance-sheet instruments . . . . . . . . . . . . . . . .
45,839
11,322
2,040
—
10
2,050
¥ 5,706
1,900
29,645
2,456
4,286
243
44,236
58,363
819
29
59,211
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥68,500
¥26,941 ¥8,006
¥103,447
91
See note 26 to our consolidated financial statements for a description of the nature of our guarantees and
other off-balance-sheet instruments.
The contractual amounts of these guarantees and other off-balance-sheet instruments represent the amounts
at risk should the contracts be fully drawn upon with a subsequent default by our customer and a decline in the
value of the underlying collateral. Because many of these commitments expire without being drawn upon, the
total contractual or notional amounts of these commitments do not necessarily represent our future cash
requirements. At March 31, 2006, approximately 66% of these commitments will expire within one year, 26%
from one year to five years and 8% after five years. Such risks are monitored and managed as a part of our risk
management system as set forth in “Item 11. Quantitative and Qualitative Disclosures about Credit, Market and
Other Risk.” In addition, in accordance with SFAS No. 5, we evaluate off-balance-sheet arrangement in the
manner described in note 1 to our consolidated financial statements.
In the aggregate, the income generated from fees and commissions is one of our most important sources of
revenue. Such income amounted to ¥1,033.3 billion during the fiscal year ended March 31, 2006, accounting for
approximately 97% of our non-interest income which amounted to ¥1,067.4 billion for the fiscal year. However,
the fees generated specifically from off-balance-sheet arrangements are not a dominant source of our fees and
commissions.
Some of our off-balance-sheet arrangements are related to activities of special purpose entities, most of
which are VIEs. As set out in “Item 5.A. Operating Results—Accounting Changes—Variable Interest Entities,”
we adopted FIN No. 46R at April 1, 2004. As a result, we have consolidated all VIEs in which we are deemed to
be the primary beneficiary including those created before February 1, 2003.
The following table presents, by type of VIE, the total assets of non-consolidated VIEs and the maximum
exposures to non-consolidated VIEs at March 31, 2005 and 2006:
Non-Consolidated VIEs
2005
2006
Assets
Maximum
exposure
Assets
Maximum
exposure
Asset-backed commercial paper conduits . . . . . . . . . . . . . . . . . . .
Securitization conduits of client properties . . . . . . . . . . . . . . . . .
Investment funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Special purpose entities created for structured financing . . . . . . .
Repackaged instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥
381.4
1,574.8
30,152.3
16,419.8
34,851.6
6,156.3
¥
56.5
618.8
869.3
1,134.3
883.2
849.1
5,880.0
2,539.7
61,263.0
22,692.7
120,316.6
5,419.4
¥ 536.3
822.6
1,766.1
1,695.7
1,645.6
881.3
(in billions)
¥
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥89,536.2
¥4,411.2
¥218,111.4
¥7,347.6
Off-balance sheet arrangements include the following types of special purpose entities:
Asset-backed Commercial Paper Conduits
We administer several multi-seller finance entities (primarily commercial paper conduits) that purchase
financial assets, primarily pools of receivables, from third-party customers. The assets purchased by these
conduits are generally funded by issuing commercial paper to and/or by borrowings from us or third parties.
While customers basically continue to service the transferred trade receivables, we underwrite, distribute, make a
market in commercial paper issued by the conduits, and also provide liquidity and credit support facilities to the
entities.
Securitization Conduits of Client Properties
We administer several conduits that acquire client assets, primarily real estate, from third-party customers
(“property sellers”) with the property sellers continuing to use the acquired real estate through lease-back
92
agreements. The equity of the conduits is provided by the property sellers but such equity holders have no ability
to make decisions about the activities of the conduits. Thus, we consider those conduits to be VIEs. The assets
acquired by these conduits are generally funded by borrowings from us or third parties. We determined we are
not the primary beneficiary of any of these conduits.
Investment Funds
We hold investments in various investment funds that collectively invest in equity and debt securities
including listed Japanese securities and investment grade bonds, and, to a limited extent, securities and other
interests issued by companies in a start-up or restructuring stage. Such investment funds are managed by
investment advisory companies or fund management companies that make investment decisions and administer
the funds.
We not only manage the composition of investment trust funds but also play a major role in composing
venture capital funds. We generally do not have significant variable interests through composing these type of
funds.
We occasionally sell assets such as nonperforming loans to these funds, in particular the Corporate
Recovery Fund, when we believe that such sale may improve our asset quality.
Corporate Recovery Fund. We have non-controlling equity interests in corporate recovery funds whose
principal business purpose is to generate profits by investing in companies in the process of restructuring and
then, typically, selling these investments after the companies complete their restructurings. Such funds purchase
nonperforming loans from us or others and in some cases acquire majority ownership in the borrower companies
by means of a debt-for-equity swap. Our non-voting interests in these funds amounted to ¥29.5 billion at
March 31, 2005 and ¥47.4 billion at March 31, 2006, respectively. In addition, at March 31, 2006, we had
commitments to make additional contributions of up to ¥20.5 billion to these funds.
We sold to corporate recovery funds nonperforming loans with an aggregate net book value of ¥4.2 billion
for ¥1.9 billion during the fiscal year ended March 31, 2005 and an aggregate net book value of ¥4.1 billion for
¥1.3 billion during the fiscal year ended March 31, 2006. For a detailed discussion on additional provisions for
credit losses associated with the sale of such loans, see “—Financial Condition—Allowance for Credit Losses,
Nonperforming and Past Due Loans.”
Venture Capital Fund. We own non-controlling equity interests in investment funds managed by fund
management companies who have discretionary investment powers. These funds seek to invest in start-up
companies or companies that are rapidly developing. We made contributions to these funds amounting to ¥415.6
billion at March 31, 2006. At March 31, 2006, in accordance with the applicable limited partnership agreements,
we had commitments to make additional contributions of up to ¥129.2 billion when required by the fund
management companies.
Investment Trust. We purchase the share units of investment trusts as mid- to long-term investments.
These investment trusts are managed by investment advisory companies with the objective of investing in a
diversified portfolio consisting of equity and debt securities, primarily shares of Japanese public companies.
Generally, we are not obligated to invest in or extend funds by purchasing additional share units and our
off-balance-sheet exposures or commitments relating to this type of special purpose entity were not material.
Special Purpose Entities Created for Structured Financing
We extend non-recourse asset-backed loans to special purpose entities, which hold beneficial interests in
real properties, to provide financing for special purpose projects including real estate development and natural
resource development managed by third parties.
93
We generally act as a member of a lending group and do not have any equity investment in the entities,
which is typically provided by project owners. For most of these financings, the equity provided by the project
owners is of sufficient level to absorb expected losses, while expected returns to the owners are arranged to be
the most significant among all returns. Accordingly, we determined that we are not the primary beneficiary of
most of these entities. However, in transactions with entities whose investments at risk are exceptionally thin,
where we provide most of the financing, we are ultimately required to consolidate this type of entity.
Repackaged Instruments
We have two types of relationships with special purpose entities that repackage financial instruments to
create new financial instruments.
We provide repackaged instruments with features that meet customers’ needs and preferences through
special purpose entities. We purchase financial instruments such as bonds and transfer them to special purpose
entities which then issue new instruments. The special purpose entities may enter into derivative transactions
including interest rate and currency swaps with us or other financial institutions to modify the cash flows of the
underlying financial instruments. We underwrite and market the new instruments issued by the special purpose
entities to our customers.
We also invest in repackaged instruments arranged and issued by third parties.
Trust Arrangements
We offer a variety of asset management and administration services under trust arrangements including
securities investment trusts, pension trusts and trusts used as securitization vehicles. Although in limited cases we
may assume risks through guarantees or certain protections as provided in the agreements or relevant legislation,
we have determined that we will not absorb a majority of expected losses in connection with such trust
arrangements. In a typical trust arrangement, however, we manage and administer assets on behalf of the
customers in an agency, fiduciary and trust capacity and do not assume risks associated with the entrusted assets.
Customers receive and absorb expected returns and losses on the performance and operations of trust assets
under our management. Accordingly, we determined that we are generally not a primary beneficiary to any trust
arrangements under management as our interests in the trust arrangements are insignificant in most cases. Fees
on trust products that we offer for the fiscal years ended March 31, 2005 and 2006 were ¥102.8 billion and
¥121.4 billion, respectively.
See notes 16, 26 and 29 to our consolidated financial statements for further details.
Other Type of VIEs
We are also a party to other types of VIEs including special purpose entities created to hold assets on our
behalf as an intermediary.
We identified borrowers that were determined to be VIEs due to an insufficient level of equity. We
determined that we are not the primary beneficiary of most of these borrowers because of our limited exposure as
a lender to such borrowers. Such borrowers engage in diverse business activities of various sizes in industries
such as manufacturing, distribution, construction and real estate development, independently from us.
94
Contractual Cash Obligations
In the normal course of our business, we enter into contractual agreements whereby we commit to future
purchases of products or services from unaffiliated parties. The following table shows a summary of our
contractual cash obligations at March 31, 2006:
Payments due by period
Less than
1 year
1-3 years
3-5 years
(in billions)
Over
5 years
Total
Contractual cash obligations:
Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥40,878
1,680
54
42
10
¥ 8,818
3,052
116
67
14
¥3,244
2,483
33
50
17
¥ 406
6,464
8
48
81
¥53,346
13,679
211
207
122
Total* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥42,664
¥12,067
¥5,827
¥7,007
¥67,565
*
The total amount of expected future pension payments is not included in the above table or the total amount
of commitments outstanding at March 31, 2006 as such amount is not currently determinable. We expect to
contribute approximately ¥58.7 billion to the pension plans of domestic subsidiaries and approximately
¥14.2 billion to the pension plans of subsidiaries in the United States of America for the fiscal year ending
March 31, 2007.
Purchase obligations include any legally binding contractual obligations that require us to spend more than
¥100 million annually under the contract. Purchase obligations in the table primarily include commitments to
make investments into corporate recovery or private equity investment funds.
Non-exchange Traded Contracts Accounted for at Fair Value
The use of non-exchange traded or over-the-counter contracts provides us with the ability to adapt to the
varied requirements of a wide customer base while mitigating market risks. Non-exchange traded contracts are
accounted for at fair value, which is generally based on pricing models or quoted market prices for instruments
with similar characteristics. Gains or losses on non-exchange traded contracts are included in “Trading account
profits—net” in our consolidated statements of income. These contracts consist primarily of crude oil commodity
contracts. The following table summarizes the changes in fair value of non-exchange traded contracts for the
fiscal years ended March 31, 2005 and 2006:
Net fair value of contracts outstandings at beginning of fiscal year . . . . . . . . . . . . . .
Changes attributable to contracts realized or otherwise settled during the fiscal
year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of new contracts when entered into during the fiscal year . . . . . . . . . . . . .
. . . . . . . . .
Other changes in fair value, principally revaluation at end of fiscal year
Fiscal years ended March 31,
2005
2006
(in millions)
¥12,054
¥29,823
(5,375)
(29)
23,173
(9,117)
983
49,114
Net fair value of contracts outstandings at end of fiscal year . . . . . . . . . . . . . . . . . . .
¥29,823
¥70,803
During the fiscal years ended March 31, 2005 and 2006, the fair value of non-exchange traded contracts
increased primarily due to an increase in the fair value of oil commodity contracts indexed to the WTI crude oil
prices, reflecting political factors in the Middle East and other factors.
95
The following table summarizes the maturities of non-exchange traded contracts at March 31, 2006:
Net fair value of contracts—unrealized gains
Prices actively quoted
Prices based on models and
other valuation methods
(in millions)
Maturity less than 1 year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maturity less than 3 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maturity less than 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maturity 5 years or more . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥14,857
23,786
16,506
13,447
¥68,596
¥ 678
222
116
1,191
¥2,207
C. Research and Development, Patents and Licenses, etc.
Not applicable.
D. Trend Information
See the discussions under Items 5.A. and 5.B. of this Annual Report.
E. Off-balance-sheet Arrangements
See the discussion under “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital
Resources.”
F. Tabular Disclosure of Contractual Obligations
See the discussion under “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital
Resources.”
G. Safe Harbor
See the discussion under “Forward-Looking Statements.”
96
Item 6.
Directors, Senior Management and Employees.
A. Directors and Senior Management
The following table sets forth the members of our board of directors as of July 31, 2006, together with their
respective dates of birth and positions.
Name
Date of Birth
Position at MUFG
Previous or Current Position
Ryosuke Tamakoshi
July 10, 1947
Chairman
Deputy Chairman of BTMU
Haruya Uehara
July 25, 1946
Deputy Chairman and Chief
President of MUTB
Audit Officer
Nobuo Kuroyanagi December 18, 1941 Director, President and Chief
President of BTMU
Executive Officer
Katsunori Nagayasu April 6, 1947
Director and Deputy President
Deputy President of BTMU
Hajime Sugizaki
April 3, 1945
Yoshihiro Watanabe July 26, 1947
Senior Managing Director and
Chief Financial Officer
Senior Managing Director and
Chief Risk Management
Officer
Director of BTMU
Director of MUS
Toshihide Mizuno
April 19, 1950
Senior Managing Director and
Director of MUTB
Chief Planning Officer
Shintaro Yasuda
December 23, 1946 Director
Hirohisa Aoki
July 11, 1949
Fumiyuki Akikusa
October 9, 1949
Director
Director
Kinya Okauchi
September 10, 1951 Director
Nobuyuki Hirano
October 23, 1951
Director
Iwao Okijima
December 27, 1934 Director
Akio Harada
November 3, 1939 Director
Deputy President of MUTB
President & COO of MUS
Deputy President of MUS
Senior Managing Director of
MUTB
Managing Director of BTMU
Senior Advisor to the Board of
Hino Motors
Attorney-at-law
Takuma Otoshi
October 17, 1948
Director
President of IBM Japan, Ltd.
The following is a brief biography of each of our directors:
Ryosuke Tamakoshi has been a director and the chairman of the board of directors since October 2005. He
has also been the deputy chairman of BTMU since January 2006. He served as the president and chief executive
officer of UFJ Holdings from June 2004 to September 2005 and as the chairman of UFJ Bank from May 2004 to
December 2005. He served as a deputy president of UFJ Bank from May 2002 to May 2004, and as a senior
executive officer of UFJ Bank from January 2002 to May 2002. Mr. Tamakoshi served as a senior executive
officer of The Sanwa Bank, Limited from June 1999 to January 2002, and as a director of Sanwa Bank from June
1997 to June 1999.
Haruya Uehara has been a director, the deputy chairman of the board of directors and chief audit officer
since October 2005. He has also been the president of MUTB since October 2005. He served as a director, the
chairman and co-chief executive officer of MTFG from June 2004 to September 2005. He served as the president
of Mitsubishi Trust Bank from April 2004 to September 2005 and served as a deputy president of Mitsubishi
Trust Bank from June 2002 to April 2004. He served as a senior managing director of Mitsubishi Trust Bank
from June 2001 to June 2002 and served as a managing director of Mitsubishi Trust Bank from June 1998 to June
2001. Mr. Uehara served as a director of Mitsubishi Trust Bank from June 1996 to June 1998.
97
Nobuo Kuroyanagi has been a director, the president and chief executive officer since October 2005. He has
also been the president of BTMU since January 2006. He served as the president and chief executive officer of
MTFG from June 2004 to December 2005 and as a director of MTFG from June 2003 to December 2005. He
served as the president of Bank of Tokyo-Mitsubishi from June 2004 to December 2005 and as a deputy
president of Bank of Tokyo-Mitsubishi from June 2002 to June 2004. He served as a managing director of Bank
of Tokyo-Mitsubishi from June 1996 to June 2002, during which period he also served as a board member from
June 1996 to June 2001. Mr. Kuroyanagi served as a director of Bank of Tokyo-Mitsubishi from June 1992 to
June 1996.
Katsunori Nagayasu has been a director and deputy president since June 2006. He has also been a deputy
president of BTMU since January 2006. He served as a managing officer from October 2005 to December 2005.
He served as a managing officer of MTFG from April 2004 to September 2005 and as a director of MTFG from
April 2001 to June 2004. He served as a deputy president of Bank of Tokyo-Mitsubishi from May 2005 to
December 2005 and as a senior managing director of Bank of Tokyo-Mitsubishi from January 2005 to May 2005.
He served as a managing director of Bank of Tokyo-Mitsubishi from June 2002 to January 2005. He served as a
managing director of Nippon Trust Bank from June 2000 to September 2001, then as a managing director of
Mitsubishi Trust Bank from October 2001 to June 2002 after the merger of Nippon Trust Bank into Mitsubishi
Trust Bank. Mr. Nagayasu served as a director of Bank of Tokyo-Mitsubishi from June 1997 to June 2000.
Hajime Sugizaki has been a senior managing director and chief financial officer since October 2005. He has
also been a director of BTMU since January 2006. He served as a senior managing director of MTFG from April
2004 to September 2005 and as a director of MTFG from April 2001 to March 2004. He served as a senior
managing director of Mitsubishi Trust Bank from June 2001 to March 2004 and as a managing director of
Mitsubishi Trust Bank from June 1999 to June 2001. Mr. Sugizaki served as a director of Mitsubishi Trust Bank
from June 1997 to June 1999.
Yoshihiro Watanabe has been a senior managing director and chief risk management officer since October
2005. He has also been a director of MUS since June 2006. He served as a senior managing director of MTFG
and as a director of Mitsubishi Trust Bank from June 2005 to September 2005 and served as a managing officer
of MTFG from April 2004 to May 2005. He served as a senior managing director of Bank of Tokyo-Mitsubishi
from January 2005 to June 2005 and as a managing director of Bank of Tokyo-Mitsubishi from May 2001 to
January 2005, during which period he also served as a board member from June 2004 to June 2005 and from
May 2001 to June 2001. Mr. Watanabe served as a director of Bank of Tokyo-Mitsubishi from June 1997 to May
2001.
Toshihide Mizuno has served as a senior managing director and chief planning officer since October 2005.
He has also been a director of MUTB since October 2005. He served as a director and senior executive officer of
UFJ Holdings from June 2002 to September 2005. He served as a director of UFJ Trust Bank from May 2004 to
September 2005. He served as a director of UFJ Bank from June 2002 to October 2004, during which period he
also served as a senior executive officer of UFJ Bank from May 2004 to July 2004. He served as a senior
executive officer of UFJ Holdings from May 2002 to June 2002 and as an executive officer of UFJ Bank from
January 2002 to May 2002. Mr. Mizuno served as an executive officer of Sanwa Bank from May 2000 to January
2002.
Shintaro Yasuda has been a director since October 2005. He has also been as a deputy president of MUTB
since October 2005. He served as a director of UFJ Holdings from June 2004 to September 2005 and served as
the president of UFJ Trust Bank from May 2004 to September 2005. He served as a deputy president of UFJ
Trust Bank from May 2003 to May 2004, and served as a director and senior executive officer of UFJ Trust Bank
from January 2002 to May 2003. He served as a senior executive officer of UFJ Holdings from April 2001 to
January 2002 and as a managing director of Toyo Trust and Banking Company, Limited, or Toyo Trust Bank,
from June 2000 to March 2001. He served as a senior executive officer of Toyo Trust Bank from May 2000 to
June 2000 and as an executive officer of Toyo Trust Bank from June 1999 to May 2000. Mr. Yasuda served as a
director of Toyo Trust Bank from June 1998 to June 1999.
98
Hirohisa Aoki has been a director since October 2005. He has also been the president & COO of MUS since
June 2006. He served as a director and principal executive officer of MUS from October 2005 to June 2006 and
served as a director and senior executive officer of UFJ Tsubasa Securities from June 2004 to September 2005.
He served as a senior executive officer of UFJ Tsubasa Securities from June 2002 to June 2004, and as a senior
executive officer of UFJ Capital Markets Securities Co., Ltd. from January 2002 to May 2002. Mr. Aoki served
as a senior executive officer of The Tokai Bank, Limited from April 2000 to January 2002 and served as an
executive officer of Tokai Bank from June 1998 to April 2000.
Fumiyuki Akikusa has been a director since June 2006. He has also been a deputy president of MUS since
June 2006. He served as a director and principal executive officer of MUS from October 2005 to June 2006 and
served as a senior managing director and principal executive officer of Mitsubishi Securities from June 2005 to
September 2005. He served as a managing officer of MTFG from May 2004 to May 2005. He served as a
managing director of Bank of Tokyo-Mitsubishi from June 2004 to June 2005 and served as a managing officer
of Bank of Tokyo-Mitsubishi from May 2003 to June 2004. Mr. Akikusa served as a director of Bank of
Tokyo-Mitsubishi from June 2000 to May 2003, during which period he served as a board member from June
2000 to June 2001.
Kinya Okauchi has been a director since October 2005. He has also been a senior managing director of
MUTB since October 2005. He served as a director of MTFG from June 2004 to September 2005 and served as a
senior managing director of Mitsubishi Trust Bank from June 2005 to September 2005. He served as a managing
director of Mitsubishi Trust Bank from April 2003 to June 2005. He has been a board member of Mitsubishi
Trust Bank from March 2004 to September 2005. Mr. Okauchi served as a non-board member director of
Mitsubishi Trust Bank from June 2001 to April 2003.
Nobuyuki Hirano has been a director since October 2005. He has also been a managing director of BTMU
since January 2006. He served as a director of MTFG from June 2005 to September 2005 and served as an
executive officer of MTFG from July 2004 to June 2005. He served as a board member of Bank of Tokyo
Mitsubishi from June 2005 to December 2005, and as a managing director of Bank of Tokyo-Mitsubishi from
May 2005 to December 2005. Mr. Hirano served as a non-board member managing director of Bank of Tokyo-
Mitsubishi from May 2005 to June 2005 and as a non-board member director of Bank of Tokyo-Mitsubishi from
June 2001 to May 2005.
Iwao Okijima has been a director since October 2005. He served as a director of UFJ Holdings from June
2004 to September 2005. He has also been a senior advisor to the board of Hino Motors, Ltd., or Hino Motors,
since June 2004, and an advisor of Toyota Motor Corporation, or Toyota, since July 2002. He served as the
chairman of the board and representative director of Hino Motors from June 2000 to June 2004, and as the
chairman of Koito Manufacturing Co., Ltd., from June 1999 to June 2003. He served as a director of Hino
Motors from June 1999 to June 2000, and as a senior adviser to the board of Toyota from June 1999 to July 2002.
He served as a vice president of Toyota from August 1995 to June 1999, and as a senior managing director of
Toyota from September 1992 to August 1995. Mr. Okijima served as a managing director of Toyota from
September 1990 to September 1992, and as a director from September 1985 to September 1990.
Akio Harada has been a director since June 2006. He has been an attorney-at-law at Hironaka Law Office
since October 2004. He served as the prosecutor general of the Tokyo High Prosecutors’ Office from July 2001
to June 2004 and as the chief prosecutor of the same office from December 1999 to July 2001. He served as the
administrative vice minister of the Ministry of Justice from June 1998 to December 1999 and as the director
general of the Criminal Affairs Bureau, Ministry of Justice from January 1996 to June 1998. He served as the
deputy vice minister of the Ministry of Justice from December 1993 to January 1996 and as the chief public
prosecutor of the Morioka District Public Prosecutor Office from April 1992 to December 1993. Mr. Harada
served as a general manager of the personnel division of the Minister’s Secretariat, Ministry of Justice from April
1988 to April 1992.
99
Takuma Otoshi has been a director since October 2005. He served as a director of MTFG from June 2004 to
September 2005. He has also been the president of IBM Japan, Ltd. since December 1999. Mr. Otoshi served as a
managing director of IBM Japan, Ltd. from March 1997 to December 1999 and as a director of IBM Japan, Ltd.
from March 1994 to March 1997.
The following table sets forth our corporate auditors as of July 31, 2006, together with their respective dates
of birth and positions.
Name
Date of Birth
Position at MUFG
Previous or Current Position
Setsuo Uno
April 29, 1942
Haruo Matsuki
April 25, 1948
Corporate Auditor
(Full-Time)
Corporate Auditor
(Full-Time)
Former Senior Managing Director of MTFG
Former Corporate Auditor (Full-Time) of
UFJ Trust Bank Limited
Takeo Imai
January 29, 1942
Corporate Auditor Attorney-at-law
Tsutomu Takasuka February 11, 1942
Corporate Auditor Professor, Department of Business
Administration, Bunkyo Gakuin University;
Former Partner at Tohmatsu & Co.; Full-time
Corporate Auditor of BTMU
Kunie Okamoto
September 11, 1944 Corporate Auditor President of Nippon Life Insurance Company
The following is a brief biography of each of our corporate auditors:
Setsuo Uno has been a corporate auditor (full-time) since October 2005. He served as a corporate auditor
(full-time) of MTFG from June 2003 to September 2005 and as a senior managing director of MTFG from April
2001 to June 2003. He served as a corporate auditor of Bank of Tokyo-Mitsubishi from June 2003 to June 2005
and as a managing director of Bank of Tokyo-Mitsubishi from May 1997 to April 2001. Mr. Uno served as a
director of Bank of Tokyo-Mitsubishi from June 1992 to May 1997.
Haruo Matsuki has served as a corporate auditor (full-time) since October 2005. He served as a corporate
auditor (full-time) of UFJ Bank from June 2005 to December 2005 and as a corporate auditor of UFJ Holdings
and UFJ Trust Bank from June 2005 to September 2005. He served as a senior executive officer of UFJ Trust
Bank from January 2002 to June 2005, during which period he also served as a director of UFJ Trust Bank from
January 2002 to September 2004. He served as a senior managing director of Toyo Trust Bank from June 2001 to
January 2002, and as a senior executive officer of Toyo Trust Bank from March 2001 to June 2001. Mr. Matsuki
served as an executive officer of Toyo Trust Bank from June 1999 to March 2001.
Takeo Imai has been a corporate auditor since October 2005. He has also been a corporate auditor of MUS
since October 2005. He served as a corporate auditor of MTFG from April 2001 to September 2005. He served as
a corporate auditor of Mitsubishi Securities from September 2002 to September 2005. Mr. Imai has been a
partner at the law firm Miyake, Imai & Ikeda since January 1972.
Tsutomu Takasuka has been a corporate auditor since October 2005. He has also been a full-time corporate
auditor of BTMU since January 2006. He served as a corporate auditor of MTFG from June 2005 to September
2005 and served as a full-time corporate auditor of Bank of Tokyo-Mitsubishi from October 2004 to December
2005. He has been a professor at Bunkyo Gakuin University since April 2004. He was a partner at Tohmatsu &
Co. from February 1990 to September 2002, and at Mita Audit Corporation from June 1985 to February 1990.
Kunie Okamoto has been a corporate auditor since October 2005. He served as a corporate auditor of UFJ
Holdings from June 2005 to September 2005. He has also been the president of Nippon Life Insurance Company,
or Nippon Life, since April 2005 and served as a senior managing director of Nippon Life from March 2002 to
April 2005. He served as a managing director of Nippon Life from March 1999 to March 2002. Mr. Okamoto
served as a director of Nippon Life from July 1995 to March 1999.
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The following table sets forth our executive officers as of July 31, 2006, together with their respective dates
of birth and positions.
Name
Date of Birth
Position at MUFG
Previous or Current Position
Takamune Okihara
July 11, 1951
Managing Officer,
Group Head of Integrated
Corporate Banking Business
Group
Toshio Goto
March 8, 1952
Managing Officer,
Group Head of Integrated
Trust Assets Business Group
Tetsuya Wada
March 1, 1954
Managing Officer,
Group Head of Integrated
Retail Banking Business Group
Norimichi Kanari
December 4, 1946 Managing Officer,
Deputy Group Head of
Integrated Corporate
Banking Business Group
Noriaki Hanamizu
September 11, 1947 Managing Officer,
Deputy Group Head of
Integrated Corporate
Banking Business Group
Hajime Mita
December 15, 1950 Managing Officer,
Deputy Group Head of
Integrated Retail Banking
Business Group
Akira Naito
September 20, 1951 Managing Officer,
Deputy Group Head of
Integrated Trust Assets
Business Group
Kyota Omori
March 14, 1948
Managing Officer,
in charge of overseeing
corporate-governance
matters in the U.S.
Ryusaburo Harasawa
January 30, 1951
Managing Officer,
in charge of Operations &
Systems Planning Division
Deputy President of BTMU,
Chief Executive of Corporate
Banking Business Unit
Senior Managing Director of
MUTB, Chief Executive of
Trust Assets Business Unit
Managing Director of BTMU,
Chief Executive of Retail
Banking Business Unit
Deputy President of BTMU,
Chief Executive of Global
Business Unit
Deputy President of MUTB,
Chief Executive of Corporate
Business Unit
Managing Director of MUTB,
Chief Executive of Retail
Banking Business Unit
Managing Executive Officer of
BTMU, Group Head of
Investment Banking Group
Managing Executive Officer of
BTMU, Chief Executive
Officer for the Americas
Managing Director of BTMU,
Chief Executive of Operations
and Systems Unit
Kazuhiro Shimanuki
July 25, 1952
Executive Officer,
Former Executive Officer of
General Manager of Internal
Audit Division
UFJ Holdings
Takehiko Nemoto
August 20, 1953
Executive Officer,
General Manager of
Operations & Systems
Planning Division
Yukiharu Kiho
February 27, 1954
Executive Officer,
General Manager of
Corporate Business
Development Division No.1
of Integrated Corporate
Banking Business Group
101
Executive Officer of BTMU,
General Manager of Systems
Division
Executive Officer of BTMU,
General Manager of
Corporate Banking Business
Promotion Division No.1
Name
Date of Birth
Position at MUFG
Previous or Current Position
Toshiaki Kajiura
April 8, 1953
Executive Officer,
General Manager of Trust
Business Planning Division,
and Co-General Manager of
Corporate Business
Planning Division and
Corporate Business
Development Division No.1
of Integrated Corporate
Banking Business Group
Akira Kamiya
September 6, 1953
Executive Officer,
General Manager of Global
Planning Division of
Integrated Corporate
Banking Business Group
Yoshitsugu Yokogoshi November 16, 1953 Executive Officer,
General Manager of Retail
Business Development
Division of Integrated
Retail Banking Business Group
Takashi Kimura
September 1, 1954
Executive Officer,
General Manager of
Corporate Business
Planning Division and Co-
General Manager of Trust
Business Planning Division
of Integrated Corporate
Banking Business Group
Takeshi Ogasawara
August 1, 1953
Executive Officer,
General Manager of Corporate
Risk Management Division
Mitsuo Imai
May 15, 1954
Executive Officer,
General Manager of
Consumer Finance Planning
Division
Takashi Morisaki
January 1, 1955
Executive Officer,
General Manager of
Investment Banking
Planning Division of
Integrated Corporate
Banking Business Group
Hidekazu Fukumoto
November 6, 1955
Executive Officer,
General Manager of
Corporate Business
Development Division No.2
of Integrated Corporate
Banking Business Group
Kaoru Wachi
December 9, 1955
Executive Officer,
General Manager of Asset
Management and
Administration Planning
Division of Integrated Trust
Assets Business Group
102
Executive Officer of MUTB,
General Manager of
Corporate Business Planning
and Development Division
Executive Officer of BTMU,
General Manager of Global
Planning Division
Executive Officer of BTMU,
General Manager of Retail
Banking Promotion Division
Executive Officer of BTMU,
General Manager of
Corporate Business Planning
Division
Executive Officer of BTMU,
General Manager of
Corporate Risk Management
Division
Executive Officer of BTMU,
General Manager of
Consumer Finance Division
Executive Officer of BTMU,
General Manager of
Investment Banking Planning
Division
Executive Officer of BTMU,
General Manager of
Corporate Banking Business
Promotion Division No.2
Executive Officer of MUTB,
General Manager of Trust
Assets Planning Division
Name
Date of Birth
Position at MUFG
Previous or Current Position
Shunichi Nakajima February 7, 1955
Executive Officer,
General Manager of Securities
General Manager of
Securities Intermediary
Division of Integrated Retail
Banking Business Group
Intermediary Business
Division of BTMU
Takashi Oyamada
November 2, 1955
Executive Officer,
General Manager of
Corporate Planning Division,
and Deputy General Manager
of Financial Planning
Division and Co-General
Manager of Corporate Risk
Management Division
Hatsuhito Kaneko
November 2, 1956
Executive Officer,
General Manager of Retail
Trust Business Planning
Division of Integrated
Retail Banking Business Group
Tadachiyo Osada
October 26, 1956
Executive Officer,
General Manager of Retail
Business Planning Division of
Integrated Retail Banking
Business Group
Takami Onodera
April 4, 1957
Executive Officer,
General Manager of Credit &
Investment Management
Division
Kazuaki Kido
September 26, 1951 Executive Officer,
Co-General Manager of
Corporate Risk Management
Division
Taihei Yuki
October 3, 1952
Executive Officer,
Co-General Manager of
Corporate Planning Division
Masaaki Tanaka
April 1, 1953
Executive Officer,
Co-General Manager of
Corporate Planning Division
Juichi Nishimura
August 22, 1953
Executive Officer,
Co-General Manager of
Compliance Division
Takashi Kawasaki
September 14, 1955 Executive Officer,
Co-General Manager of
Operations & Systems
Planning Division
Executive Officer of BTMU,
General Manager of Corporate
Planning Division
Executive Officer of MUTB,
General Manager of Retail
Banking Planning and
Development Division
Executive Officer of BTMU,
General Manager of Retail
Banking Planning Division
Executive Officer of BTMU,
General Manager of Credit
Policy & Planning Division
Executive Officer of MUTB,
General Manager of Corporate
Risk Management Division
Managing Executive Officer of
MUTB, General Manager of
Corporate Planning Division
Executive Officer of BTMU,
General Manager of Corporate
Planning Division
Executive Officer of MUTB,
General Manager of
Compliance & Legal Division
Executive officer of MUTB,
General Manager of Systems
Planning Division
Hidenobu Fujii
November 29, 1955 Executive Officer,
Executive Officer of BTMU,
Co-General Manager of
Operations & Systems
Planning Division
General Manager of
Operations Planning Division,
and Customer Security
Protection Office
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Name
Date of Birth
Position at MUFG
Previous or Current Position
Toshikazu Nakanishi May 17, 1952
Executive Officer,
Executive officer of MUTB,
Co-General Manager of
Trust Business Planning
Division of Integrated
Corporate Banking Business
Group
General Manager of
Corporate Agency Division
and Corporate Agency
Business Promotion Division
Tomoo Masuda
March 21, 1953
Executive Officer,
Managing Executive Officer of
Co-General Manager of
Asset Management and
Administration Planning
Division of Integrated Trust
Assets Business Group
MUTB, Deputy Chief
Executive of Trust Assets
Business Unit
Masayoshi Nakamura November 10, 1954 Executive Officer,
Yoshiaki Masuda
December 6, 1954
Securities/Investment
Banking Business Strategy
of Integrated Corporate
Banking Business Group
Executive Officer in charge of
branches in Central Japan,
Co-General Manager of
Retail Business
Development Division of
Integrated Retail Banking
Business Group
Director & Senior Executive
Officer of MUS, Head of
Global Investment Banking
Business Unit
Executive Officer of BTMU, in
charge of branches in Central
Japan
Shigenobu Tokuoka
September 17, 1955 Executive Officer in charge of
branches in Western Japan,
Integrated Retail Banking
Business Group
Executive Officer of BTMU, in
charge of branches in Western
Japan
Yuya Saijo
November 11, 1955 Executive Officer,
Executive officer of MUTB,
Co-General Manager of
Asset Management and
Administration Planning
Division of Integrated Trust
Assets Business Group
General Manager of
Investment Research &
Planning Division
Mikiyasu Hiroi
September 21, 1955 Executive Officer,
Executive Officer of BTMU,
Co-General Manager of
Securities Intermediary
Division of Integrated Retail
Banking Business Group
General Manager of
Securities Intermediary
Business Division
The following is a brief biography of each of our managing officers:
Takamune Okihara has been a managing officer and group head of the Integrated Corporate Banking
Business Group since October 2005. He has also been a deputy president of BTMU and chief executive of the
Corporate Banking Business Unit since January 2006. He served as a director of UFJ Holdings from June 2004 to
September 2005 and served as the president and CEO of UFJ Bank from May 2004 to December 2005. He served
as a senior executive officer of UFJ Bank from May 2003 to May 2004 and as an executive officer of UFJ Bank
from January 2002 to May 2003. Mr. Okihara served as an executive officer of Sanwa Bank from March 2001 to
January 2002.
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Toshio Goto has been a managing officer and group head of the Integrated Trust Assets Business Group
since October 2005. He has also been a senior managing director of MUTB since June 2006 and the chief
executive of the Trust Assets Business Unit of MUTB since October 2005. He served as a managing director of
MUTB from October 2005 to June 2006. He served as a managing officer of MTFG from April 2004 to
September 2005. Mr. Goto served as a managing director of Mitsubishi Trust Bank from March 2004 to
September 2005 and as a non-board member director of Mitsubishi Trust Bank from June 2002 to March 2004.
Tetsuya Wada has been a managing officer and group head of the Integrated Retail Banking Business Group
since May 2006. He has also been the chief executive of the Retail Banking Business Unit of BTMU since May
2006, and has been a managing director of BTMU since June 2006. He served as a managing executive officer of
BTMU from May 2006 to June 2006. He served as an executive officer of MUFG from October 2005 to May
2006 and served as an executive officer of MTFG from April 2004 to September 2005. He served as an executive
officer of BTMU from January 2006 to May 2006. Mr. Wada served as a non-board member director of Bank of
Tokyo-Mitsubishi from June 2003 to December 2005.
Norimichi Kanari has been a managing officer and deputy group head of the Integrated Corporate Banking
Business Group since October 2005. He has also been a deputy president and the chief executive of the Global
Business Unit of BTMU since January 2006. He served as a managing officer of MTFG from May 2005 to
September 2005 and served as a deputy president of Bank of Tokyo-Mitsubishi from May 2005 to December
2005. He served as a senior managing director of Bank of Tokyo-Mitsubishi from January 2005 to May 2005 and
as a managing director of Bank of Tokyo-Mitsubishi from June 2001 to January 2005. He served as the chief
executive of the UNBC Business Unit of Bank of Tokyo-Mitsubishi, and as the president and chief executive
officer of UnionBancal Corporation and Union Bank of California, N.A. from July 2001 to May 2005.
Mr. Kanari served as a director of Bank of Tokyo-Mitsubishi from June 1997 to June 2001.
Noriaki Hanamizu has been a managing officer and deputy group head of the Integrated Corporate Banking
Business Group since October 2005. He has also been a deputy president of MUTB since June 2006 and the chief
executive of the Corporate Business Unit of MUTB since October 2005. He served as a senior managing director
of MUTB from October 2005 to June 2006. He served as a managing officer of MTFG from April 2004 to
September 2005 and as a senior managing director of Mitsubishi Trust Bank from March 2004 to September
2005. Mr. Hanamizu served as a non-board member managing director of Mitsubishi Trust Bank from June 2001
to March 2004 and as a director of Mitsubishi Trust Bank from June 1998 to June 2001.
Hajime Mita has been a managing officer and deputy group head of the Integrated Retail Banking Business
Group since October 2005 . He has also been a managing director and the chief executive of the Retail Banking
Business Unit of MUTB since October 2005. He served as a managing officer of MTFG and as a managing
director of Mitsubishi Trust Bank from June 2005 to September 2005. Mr. Mita served as an executive officer of
MTFG from April 2004 to June 2005 and served as a non-board member director of Mitsubishi Trust Bank from
June 2003 to June 2005.
Akira Naito has been a managing officer and deputy group head of the Integrated Trust Assets Business
Group since October 2005. He has also been a managing executive officer and group head of the Investment
Banking Group of BTMU since January 2006. He served as a managing officer of MTFG from May 2005 to
September 2005 and served as a non-board member managing director of Bank of Tokyo-Mitsubishi from May
2005 to December 2005. Mr. Naito served as a non-board member director of Bank of Tokyo-Mitsubishi from
June 2001 to May 2005.
Kyota Omori has been a managing officer in charge of overseeing corporate-governance matters in the U.S.
since October 2005. He has also been a managing executive officer and the chief executive officer for the
Americas of BTMU since January 2006. He served as a managing officer in charge of overseeing corporate-
governance matters in the U.S. of MTFG from June 2005 to September 2005 and served as a non-board member
managing director and the chief executive officer for the Americas of Bank of Tokyo-Mitsubishi from May 2004
to December 2005. He served as a managing director of Bank of Tokyo-Mitsubishi from May 2003 to May 2004,
105
during which period he served as a board member from June 2003 to May 2004. Mr. Omori served as a director
of Bank of Tokyo-Mitsubishi from May 2001 to May 2003, and as a board member from June 1999 to June
2001.
Ryusaburo Harasawa has been a managing officer in charge of the Operations & Systems Planning Division
since April 2006. He has also been a managing director and the chief executive of the Operations and Systems
Unit of BTMU since January 2006. He served as a managing director of Bank of Tokyo-Mitsubishi from May
2005 to December 2005, during which period he served as a board member from June 2005 to December 2005.
Mr. Harasawa served as a non-board member director of Bank of Tokyo-Mitsubishi from June 2001 to May
2005.
The board of directors, executive officers and corporate auditors may be contacted through our headquarters
at Mitsubishi UFJ Financial Group, Inc., 7-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-8330, Japan.
All directors and corporate auditors were elected at a general meeting of shareholders. All executive officers
were appointed by resolution of the board of directors. The regular term of office of a director is one year from
the date of election and that of an executive officer is one year from the date of assumption of office. The regular
term of office of a corporate auditor is four years from the date of assumption of office. Directors and corporate
auditors may serve their terms until the close of the annual general meeting of shareholders held in the last year
of their terms, and executive officers may serve their terms until the close of the first board of directors meeting
held after the annual general meeting of shareholders. Directors, executive officers and corporate auditors may
serve any number of consecutive terms. There is no regular term of office for other corporate officers. None of
our directors is party to a service contract with MUFG or any of its subsidiaries that provides for benefits upon
termination of employment.
B. Compensation
The aggregate amount of remuneration, including bonuses but excluding retirement allowances, paid by
MUFG and its subsidiaries during the year ended March 31, 2006 to our directors and corporate auditors was
¥363 million and ¥63 million, respectively.
In accordance with customary Japanese practice, when a director or corporate auditor retires, a proposal to
pay a retirement allowance is submitted at the annual ordinary general meeting of shareholders for approval.
After the shareholders’ approval is obtained, the retirement allowance for a director or corporate auditor is fixed
by the board of directors or by consultation among the corporate auditors in accordance with our internal
regulations and practice and generally reflects the position of the director or corporate auditor at the time of
retirement, the length of his service as a director or corporate auditor and his contribution to our performance.
MUFG does not set aside reserves for any such retirement payments for directors and corporate auditors. The
aggregate amount of allowance paid by MUFG and its subsidiaries during the fiscal year ended March 31, 2006
to our directors and corporate auditors who have retired was ¥62 million and ¥97 million, respectively.
MUFG has not implemented a stock option plan. UNBC, a subsidiary, has a stock-based compensation plan.
MUFG does not have a pension foundation, although both BTMU and MUTB have a pension foundation.
106
As of July 31, 2006, our directors, corporate auditors and senior management held the following numbers of
shares of our common stock:
Directors
Number of Shares
Registered
Ryosuke Tamakoshi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Haruya Uehara . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nobuo Kuroyanagi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Katsunori Nagayasu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hajime Sugizaki . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yoshihiro Watanabe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Toshihide Mizuno . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shintaro Yasuda . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hirohisa Aoki . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fumiyuki Akikusa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kinya Okauchi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nobuyuki Hirano . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Iwao Okijima . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Akio Harada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Takuma Otoshi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
15
28
5
12
27
14
11
9
10
8
15
3
—
3
Corporate Auditors
Setsuo Uno . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Haruo Matsuki
Takeo Imai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tsutomu Takasuka . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kunie Okamoto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Managing Officers
Number of Shares
Registered
25
7
—
—
—
Number of Shares
Registered
Takamune Okihara . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Toshio Goto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tetsuya Wada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Norimichi Kanari . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noriaki Hanamizu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hajime Mita . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Akira Naito . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kyota Omori . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ryusaburo Harasawa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
8
1
37
14
2
6
10
10
C. Board Practices
Our articles of incorporation provide for a board of directors of not more than twenty members and not more
than seven corporate auditors. Our corporate officers are responsible for executing our business operations, and
our directors oversee these officers and set our fundamental strategies.
We currently have fifteen directors. Our board of directors has ultimate responsibility for the administration
of our affairs. By resolution our board of directors is empowered to appoint representative directors from the
directors who may represent us severally. Our board of directors may also appoint a chairman, deputy chairmen,
a president, deputy presidents, senior managing directors and managing directors from their members by
resolution. Deputy presidents assist the president, and senior managing directors and managing directors assist
the president and deputy presidents, if any, in the management of our day-by-day operations.
Under the Company Law, an outside director is defined as a person who has not served as an executive
director, executive officer, manager or any other type of employee of the company or any of its subsidiaries prior
107
to his or her appointment. The Company Law permits two types of governance systems for large companies. The
first system is for companies with audit, nomination and compensation committees and other is for companies
with corporate auditors. If a company has corporate auditors, it is not obligated to have any outside directors.
Although we have adopted a board of corporate auditors, we have three outside directors as part of our efforts to
further enhance corporate governance.
Under the Company Law, the approval of the board of directors is required if any director wishes to engage
in any business that is in competition with us. Additionally, no director may vote on a proposal, arrangement or
contract in which that director is deemed to be materially interested.
Neither the Company Law nor our articles of incorporation contain special provisions as to the borrowing
power exercisable by a director, the retirement age of our directors and corporate auditors or a requirement of our
directors and corporate auditors to hold any shares of our capital stock.
The Company Law requires a resolution of the board of directors for a company to acquire or dispose of
material assets, to borrow substantial amounts of money, to employ or discharge executive officers and other
important employees, and to establish, change or abolish branch offices or other material corporate organizations,
to float bonds, to establish internal control systems, and to exempt a director from liability to the company.
Under the Company Law and our articles of incorporation, by resolution of the board of directors we may
exempt our directors and corporate auditors from liabilities arising in connection with their failure to execute
their duties, within the limits stipulated by applicable laws and regulations. In addition, we have entered into a
liability limitation agreement with each outside director and outside corporate auditor which limits the maximum
amount of their liability to the company arising in connection with a failure to execute their duties to the greater
of either ¥10 million or the aggregate sum of the amounts prescribed in item 1 of Article 425 of the Company
Law and Article 113 and 114 of the Company Law Enforcement Regulations.
We currently have five corporate auditors, including three outside corporate auditors (as defined below).
Our corporate auditors, who are not required to be certified public accountants, have various statutory duties,
including principally:
•
•
•
the examination of the financial statements, business reports, proposals and other documents which our
board of directors prepares and submits to a general meeting of shareholders;
the examination of our directors’ administration of our affairs; and
the preparation and submission of a report on their examination to a general meeting of shareholders.
Our corporate auditors are obligated to attend meetings of our board of directors, and to make statements at
the meetings if they deem necessary, although they are not entitled to vote at the meetings. Our corporate
auditors comprise the board of corporate auditors, which determines matters relating to the performance of
audits. The Company Law of Japan provides that there may not be less than three corporate auditors, and at least
half of the corporate auditors must be outside corporate auditors. An outside corporate auditor is defined as a
person who has not served as a director, account assistant, executive officer, manager or any other type of
employee of the company or any of its subsidiaries prior to his on her appointment. One or more of the corporate
auditors must be designated by the board of corporate auditors to serve on a full-time basis.
In accordance with the Company Law, we have elected to adopt a corporation governance system based on
corporate auditors. If a company has corporate auditors, it is not obligated to have any audit, nomination and
compensation committees. In an effort to further enhance our corporate governance, however, we have
voluntarily established our internal audit and compliance committee, nomination committee and compensation
committee to support our board of directors.
Internal Audit and Compliance Committee. The internal audit and compliance committee, a majority of
which is comprised of outside directors and specialists, deliberates important matters relating to internal audits,
108
internal control of financial information, financial audits, compliance, corporate risk management, and other
internal control systems. This committee makes reports and proposals to the board of directors about important
matters for deliberation and necessary improvement measures. We aim to enhance the effectiveness of internal
audit functions by utilizing the external view points provided by the internal audit and compliance committee
members. The chairman of the internal audit and compliance committee is Iwao Okijima, who is an outside
director. The other members of this committee are Akio Harada, an outside director, Kouji Tajika, a certified
public accountant, Yoshinari Tsutsumi, attorney-at-law, and Haruya Uehara, deputy chairman of the board of
directors and the chief audit officer. The internal audit and compliance committee met six times from October
2005 to March 2006.
Nomination Committee. The nomination committee, a majority of which is comprised of outside directors,
deliberates matters relating to the appointment and dismissal of our directors and the directors of our subsidiaries.
This committee makes reports and proposals to the board about important matters for deliberation. The chairman
of the nomination committee is Iwao Okijima. The other members of this committee are Akio Harada, Takuma
Otoshi, an outside director, and Nobuo Kuroyangi, president and CEO. The nomination committee met on May
15, 2006.
Compensation Committee. The compensation committee, a majority of which is comprised of outside
directors, deliberates matters relating to the compensation framework of our directors and the directors of our
subsidiaries, as well as the compensation of our top management and the presidents of our subsidiaries. This
committee also makes reports and proposals to the board of directors about important matters for deliberation and
necessary improvement measures. The chairman of the compensation committee is Takuma Otoshi, who is an
outside director. The other member of this committee are Iwao Okijima, Akio Harada and Nobuo Kuroyangi. The
compensation committee met four times from October 2005 to March 2006.
For additional information on our board practices, see “Item 6.A. Directors and Senior Management.”
Summary of Significant Differences in Corporate Governance Practices between MUFG and U.S.
Companies Listed on the New York Stock Exchange
The NYSE allows NYSE-listed companies that are foreign private issuers, such as MUFG, with certain
exceptions, to follow home-country practices in lieu of the corporate governance practices followed by U.S.
companies pursuant to the NYSE’s Listed Company Manual. The following sections summarize the significant
differences between MUFG’s corporate governance practices and those followed by U.S. listed companies under
the NYSE’s Listed Company Manual.
1. A NYSE-listed U.S. company must have a majority of directors that meet the independence requirements
under Section 303A of the NYSE’s Listed Company Manual.
Under the Company Law, an “outside director” is defined as a director who has not served as an executive
director, executive officer, manager or any other type of employee of the relevant company or any of its
subsidiaries prior to his or her appointment.
As of August 31 2006, MUFG has three outside directors as members of its board of directors. For
companies employing the corporate auditor system such as MUFG, the task of overseeing the management of the
company is assigned to the corporate auditors as well as the board of directors. At least half of the corporate
auditors are required to be an “outside corporate auditor” as defined below.
For MUFG and other large Japanese companies employing a corporate governance system based on a board
of corporate auditors, the Company Law has no independence or similar requirement with respect to directors.
2. A NYSE-listed U.S. company must have an audit committee composed entirely of independent directors.
109
Under the Company Law, MUFG and other Japanese companies (excluding companies with management
committees established pursuant to the Company Law) are not obliged to establish an audit committee.
As discussed above, MUFG employs a corporate auditor system as stipulated by the Company Law.
Accordingly, MUFG has established a board of corporate auditors consisting of corporate auditors with a
statutory duty to audit MUFG director’s performance of their professional duties and to review and report on the
manner and results of the audit of MUFG’s financial statements, for the benefit of the MUFG’s shareholders.
The Company Law requires companies employing the corporate auditor system, including MUFG, to elect
at least three corporate auditors through a resolution adopted at a general meeting of shareholders. At least half of
the corporate auditors must be an “outside corporate auditor,” which is defined as a corporate auditor who has not
served as a director, account assistant, executive officer, manager, or any other employee of the relevant
company or any of its subsidiaries.
As of August 31 2006, MUFG had five corporate auditors, three of whom are outside corporate auditors.
3. A NYSE-listed U.S. company must have a compensation committee composed entirely of independent
directors.
Under the Company Law, MUFG and other Japanese companies (excluding companies with management
committees established pursuant to the Company Law) are not obliged to establish a compensation committee.
The maximum aggregate amounts of compensation for MUFG’s directors and corporate auditors are
approved at MUFG’s general meeting of shareholders. The amount and allocation of compensation for each
MUFG director are then proposed to, and voted upon by, the board of directors. The amount and allocation of
compensation for each MUFG corporate auditor are determined through discussions and agreement among
MUFG’s corporate auditors.
4. A NYSE-listed U.S. company must have a nominating or corporate governance committee composed
entirely of independent directors.
Under the Company Law, MUFG and other Japanese companies (excluding companies with management
committees established pursuant to the Company Law) are not obliged to establish a nominating or corporate
governance committee.
MUFG’s directors are elected or dismissed at MUFG’s general meeting of shareholders in accordance with
the relevant provisions of the Company Law and MUFG’s articles of incorporation. MUFG’s corporate auditors
are also elected or dismissed at MUFG’s general meeting of shareholders. A proposal by MUFG’s board of
directors to elect a corporate auditor needs the consent of its board of corporate auditors. MUFG’s board of
corporate auditors is empowered to adopt a resolution requesting that MUFG’s directors submit a proposal for
election of a corporate auditor to MUFG’s general meeting of shareholders.
The corporate auditors have the right to state their opinion concerning the election or dismissal of a
corporate auditor at MUFG’s general meeting of shareholders.
5. A NYSE-listed U.S. company must obtain shareholder approval with respect to any equity compensation
plan.
Under the Company Law, a public company seeking to issue “stock acquisition rights” (granting the holder
thereof the right to acquire from the issuer shares of its stock at a prescribed price) must obtain the approval of its
board of directors, not its shareholders.
110
When stock acquisition rights are issued under terms and conditions that are especially favorable to the
recipients thereof, such issuance must be approved by a “special resolution” of a general meeting of shareholders.
Under MUFG’s articles of incorporation, the quorum for a special resolution is at least one-third of the total
outstanding voting rights, and the approval of at least two-thirds of the voting rights represented at the relevant
general meeting of shareholders of MUFG is required to pass a special resolution.
6. A NYSE-listed U.S. company must adopt and disclose Corporate Governance Guidelines and a Code of
Business Conduct and Ethics, and it must also disclose any exemptions granted to directors or executives.
Under the Company Law, the Securities and Exchange Law of Japan and applicable stock exchange rules,
Japanese companies, including MUFG, are not obliged to adopt and disclose corporate governance guidelines
and a code of business conduct and ethics for directors, officers and employees. In order to further enhance its
disclosure, MUFG has decided to disclose the details of its corporate governance in its Annual Securities Report
and related disclosure reports.
MUFG has also adopted a code of ethics, compliance rules and a compliance manual which it believes are
compliant with the requirements for a Code of Ethics as set forth under Section 406 of the Sarbanes-Oxley Act.
MUFG has disclosed the relevant sections of its code of ethics, compliance rules and compliance manual as an
exhibit to this Annual Report. No exemptions from MUFG’s code of ethics, compliance rules and compliance
manual have been granted to its directors or executives during that period.
7. A NYSE-listed U.S. company must hold regularly scheduled executive sessions where participants are
limited to non-management directors.
Under the Company Law, Japanese corporations are not obliged to hold executive sessions where
participants are limited to non-management directors. Such executive sessions are also not required under
MUFG’s internal corporate governance rules.
111
D. Employees
As of March 31, 2006, we had approximately 80,000 employees, compared to approximately 43,900 as of
March 31, 2005 and 43,600 as of March 31, 2004. In addition, as of March 31, 2006, we had approximately
40,100 part-time and temporary employees. The following tables show the percentages of our employees in our
different business units and geographically, as of March 31, 2006. Most of our employees are members of our
employee’s union, which negotiates on behalf of employees in relation to remuneration and working conditions.
Business unit
Bank of Tokyo-Mitsubishi UFJ:
Retail Banking Business Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate Banking Business Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Global Business Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Global Markets Unit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operations and Systems Unit
Corporate Center / Independent Divisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27%
13
22
2
8
4
Mitsubishi UFJ Trust and Banking Corporation:
Trust-Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trust Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Global Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Administration and subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mitsubishi UFJ Securities:
Sales Marketing Business Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Global Investment Banking Business Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Global Markets Business Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International Business Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate Center and Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
2
1
1
3
5
1
1
1
2
2
100%
Location
Bank of Tokyo-Mitsubishi UFJ:
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asia/Oceania excluding Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other areas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53%
15
1
6
1
Mitsubishi UFJ Trust and Banking Corporation:
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asia/Oceania excluding Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mitsubishi UFJ Securities:
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asia/Oceania excluding Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
0
0
0
8
0
1
0
2
100%
E. Share Ownership
The information required by this item is set forth in “Item 6.B. Compensation.”
112
Item 7. Major Shareholders and Related Party Transactions.
A. Major Shareholders
Common Stock
As of March 31, 2006, we had 265,782 registered shareholders of our common stock. The ten largest
holders of our common stock appearing on the register of shareholders as of March 31, 2006, and the number and
the percentage of such shares held by them, were as follows:
Name
Number of shares
held
Percentage of
total shares in issue
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japan Trustee Services Bank, Ltd.(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Master Trust Bank of Japan, Ltd.(1)
Hero & Co.(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nippon Life Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State Street Bank and Trust Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Chase Manhattan Bank, N.A. London . . . . . . . . . . . . . . . . . . . . . . . . . . .
State Street Bank and Trust Company 505103 . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Meiji Yasuda Life Insurance Company(3)
Toyota Motor Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mitsubishi Heavy Industries, Ltd.(4)
522,305
464,745
308,517
211,852
203,719
201,800
178,517
175,000
120,850
118,740
5.09%
4.53
3.01
2.06
1.98
1.96
1.74
1.70
1.17
1.15
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,506,046
24.45%
Includes the shares held in trust accounts, which do not disclose the names of beneficiaries.
(1)
(2) An owner of record for our American depositary shares.
(3) These shares are those held in a pension trust account with Master Trust Bank of Japan, Ltd. for the benefit
of retirement plans with voting rights retained by Meiji Yasuda Life Insurance Company.
(4) These shares are those held in a pension trust account with Master Trust Bank of Japan, Ltd. for the benefit
of retirement plans with voting rights retained by Mitsubishi Heavy Industries, Ltd.
As of March 31, 2006, 278 shares, representing less than 0.01% of our outstanding common stock, were
held by our directors and corporate auditors.
As of March 31, 2006, 1,518,452 shares, representing 14.81% of our outstanding common stock, were
owned by 306 U.S. shareholders of record who are resident in the United States, one of whom is the ADR
depository’s nominee holding 308,517 shares, or 3.01%, of our issued common stock.
Preferred Shares
Between October 2005 and June 2006, we redeemed a total of 182,300 class 8 preferred shares, 150,000
class 9 preferred shares, 150,000 class 10 preferred shares, and 86,800 class 12 preferred shares.
The shareholders of our preferred shares, which are non-voting, appearing on the register of shareholders as
of August 31, 2006, and the number and the percentage of such shares held by them, were as follows:
First series class 3 preferred shares
Name
Number of shares
held
Percentage of
total shares in issue
Meiji Yasuda Life Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . .
Tokio Marine & Nichido Fire Insurance Co., Ltd. . . . . . . . . . . . . . . . . . .
Nippon Life Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40,000
40,000
20,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100,000
40%
40
20
100%
113
Class 8 preferred shares
Name
The Norinchukin Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Class 11 preferred shares
Name
Number of shares
held
Percentage of
total shares in issue
17,700
17,700
100%
100%
Number of shares
held
Percentage of
total shares in issue
UFJ Trustee Services PVT. (Bermuda) Limited as the trustee of UFJ
International Finance (Bermuda) Trust
. . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
1
100%
100%
Class 12 preferred shares
Name
Number of shares
held
Percentage of
total shares in issue
Nippon Life Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Meiji Yasuda Life Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . .
The Norinchukin Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taiyo Life Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Daido Life Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45,400
22,800
22,400
11,300
11,300
40.10%
20.14
19.78
9.98
9.98
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
113,200
100.00%
B. Related Party Transactions
We and our subsidiary banks had, and expect to have in the future, banking transactions and other
transactions in the ordinary course of business with our related parties. Although for the fiscal year ended
March 31, 2006, such transactions included, but were not limited to, call money, loans, electronic data
processing, leases and management of properties, those transactions were immaterial and were made at
prevailing market rates, terms and conditions and do not involve more than the normal risk of collectibility or
present other unfavorable features.
None of our directors or executive officers or corporate auditors, and none of the close members of their
respective families, has had any transactions or has any presently proposed transactions that are material or any
transactions that are unusual in their nature or conditions, involving goods, services or tangible or intangible
assets, to which we were, are or will be a party.
No loans have been made to our directors or executive officers or corporate auditors other than in the
normal course of business, on normal commercial terms and conditions. In addition, since July 2002, no loans
have been made to our directors or executive officers or corporate auditors other than as permitted under
Section 13(k) of the U.S. Securities Exchange Act and Rule 13k-1 promulgated thereunder.
No family relationship exists among any of our directors or executive officers or corporate auditors. No
arrangement or understanding exists between any of our directors, executive officers or corporate auditors and
any other person pursuant to which any director, executive officer or corporate auditor was elected to their
position at MUFG.
C.
Interests of Experts and Counsel
Not applicable.
114
Item 8.
Financial Information.
A. Consolidated Statements and Other Financial Information
The information required by this item is set forth in our consolidated financial statements starting on page
F-1 of this Annual Report and in “Selected Statistical Data” starting on page A-1 of this Annual Report.
Legal Proceedings
From time to time, we are involved in various litigation matters. Based on our current knowledge and
consultation with legal counsel, we believe the current litigation matters, when ultimately determined, will not
have a material adverse effect on our results of operations and financial position.
Distributions
Our board of directors submits a recommendation for an annual dividend for our shareholders’ approval at
the ordinary general meeting of shareholders customarily held in June of each year. The annual dividend is
usually distributed immediately following shareholders’ approval to holders of record at the end of the preceding
fiscal year. In addition to annual dividends, we may make cash distributions by way of interim dividends to
shareholders of record as of September 30 of each year from our retained earnings as of the end of the preceding
fiscal year by resolution of our board of directors. On June 29, 2006, we paid year-end dividends in the amount
of ¥4,000 per share of common stock for the fiscal year ended March 31, 2006.
See “Item 10.B. Memorandum and Articles of Association” for additional information on our dividends
policy.
Under the Japanese foreign exchange regulations currently in effect, dividends paid on shares held by
non-residents of Japan may be converted into any foreign currency and repatriated abroad. Under the terms of the
deposit agreement pursuant to which ADSs are issued, the depositary is required, to the extent that in its
judgment it can convert Japanese yen on a reasonable basis into US dollars and transfer the resulting US dollars
to the United States, to convert all cash dividends that it receives in respect of deposited shares into US dollars
and to distribute the amount received, after deduction of any applicable withholding taxes, to the holders of
ADSs. See “Item 10.D. Additional Information—Exchange Controls—Foreign Exchange and Foreign Trade
Law.”
B. Significant Changes
Other than as described in this Annual Report, no significant changes have occurred since the date of our
consolidated financial statements included in this Annual Report.
115
Item 9.
The Offer and Listing.
A. Offer and Listing Details
Market Price Information
The following table shows, for the periods indicated, the reported high and low sale prices for shares of our
common stock on the Tokyo Stock Exchange and of the ADSs on the NYSE.
Fiscal year ended March 31, 2002 . . . . . . . . . . . . . . . . . . . . . .
Fiscal year ended March 31, 2003 . . . . . . . . . . . . . . . . . . . . . .
Fiscal year ended March 31, 2004 . . . . . . . . . . . . . . . . . . . . . .
Fiscal year ended March 31, 2005
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth quarter
Fiscal year ended March 31, 2006
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth quarter
Fiscal year ending March 31, 2007
March . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
April . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
May . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
July . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
August
September (through September 26) . . . . . . . . . . . . . . . . .
Price per share on the TSE Price per ADS on the NYSE
High
Low
High
Low
(yen)
(US$)
¥1,350,000
1,060,000
1,080,000
¥ 688,000
438,000
351,000
$11.27
8.31
10.11
$ 5.15
3.65
2.98
1,110,000
1,230,000
1,040,000
1,060,000
954,000
1,530,000
1,700,000
1,810,000
1,810,000
1,950,000
1,850,000
1,600,000
1,650,000
1,660,000
1,630,000
800,000
889,000
858,000
924,000
873,000
905,000
1,320,000
1,460,000
1,640,000
1,780,000
1,470,000
1,370,000
1,510,000
1,530,000
1,410,000
10.40
10.40
10.24
10.26
8.88
13.05
14.48
15.54
15.54
16.33
16.75
14.13
14.37
14.28
13.91
7.12
8.11
8.02
8.61
8.16
7.95
11.67
12.80
13.81
15.19
12.94
12.15
12.79
13.29
12.17
B. Plan of Distribution
Not applicable.
C. Markets
The primary market for our common stock is the Tokyo Stock Exchange, or the TSE. Our common stock is
also listed on the Osaka Securities Exchange in Japan. ADSs, each representing one one-thousandth of a share of
common stock, are quoted on the NYSE under the symbol, “MTU.”
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
116
Item 10. Additional Information.
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
Our Corporate Purpose
Article 2 of our articles of incorporation provide that our corporate purpose is to carry on the following
businesses:
•
•
administration of management of banks, trust banks, specialized securities companies, insurance
companies or other companies which we may own as our subsidiaries under the Japanese Banking Law;
and
any other business incidental to the foregoing businesses mentioned in the preceding clause.
Board of Directors
For discussion of the provisions of our articles of incorporation as they apply to our directors, see “Item 6.C.
Directors, Senior Management and Employees—Board Practices.”
Common Stock
We summarize below the material provisions of our articles of incorporation, our share handling regulations
and the Company Law (Law No. 86 of 2005) as they relate to joint stock companies, also known as kabushiki
kaisha. Because it is a summary, this discussion should be read together with our articles of incorporation and
share handling regulations, which have been filed as exhibits to this Annual Report.
General
A joint stock company is a legal entity incorporated under the Company Law. The investment and rights of
the shareholders of a joint stock company are represented by shares of stock in the company and shareholders’
liability is limited to the amount of the subscription for the shares.
Our authorized common share capital as of June 29, 2006 was 33,000,000 shares of common stock with no
par value. As of March 31, 2006, a total of 10,247,851.61 shares of common stock (including 506,509 shares of
common stock held by us and our consolidated subsidiaries as treasury stock) were issued. Each of the shares
issued and outstanding was fully paid and non-assessable. As of June 29, 2006, we were authorized to issue
1,306,601 shares of preferred stock, including 120,000 class 3 preferred shares, 400,000 shares of each of the
first to fourth series of class 5 preferred shares (provided the aggregate number of shares authorized to be issued
with respect to the four series of class 5 preferred shares does not exceed 400,000 shares), 200,000 shares of each
of the first to fourth series of class 6 preferred shares (provided the aggregate number of shares authorized to be
issued with respect to the four series of class 6 preferred shares does not exceed 200,000 shares), 200,000 shares
of each of the first to fourth series of class 7 preferred shares (provided the aggregate number of shares
authorized to be issued with respect to the four series of class 7 preferred shares does not exceed 200,000 shares),
27,000 class 8 preferred shares, 79,700 class 9 preferred shares, 150,000 class 10 preferred shares, one class 11
preferred share and 129,900 class 12 preferred shares. As of March 31, 2006, we had 100,000 class 3 preferred
shares, 27,000 class 8 preferred shares, 79,700 class 9 preferred shares, 150,000 class 10 preferred shares, one
class 11 preferred share and 175,300 class 12 preferred shares issued and outstanding. On April 27, 2006, 45,400
class 12 preferred shares were converted into 57,035.18 shares of common stock. On May 23, 2006, we acquired
9,300 class 8 preferred shares and 89,357 class 10 preferred shares at the request of the shareholder of such
preferred shares, and in return issued 16,474 shares and 163,165 shares of common stock, respectively.
Furthermore, on June 8, 2006, we acquired 79,700 class 9 preferred shares, 60,643 class 10 preferred shares and
16,700 class 12 preferred shares at the request of the shareholder of such preferred shares, and in return issued
145,532 shares, 110,734 shares and 20,979 shares of common stock, respectively.
117
We may issue shares from our authorized but unissued share capital following a resolution to that effect by
our board of directors. An increase in our authorized share capital is only possible by amendment of our articles
of incorporation, which generally requires shareholders’ approval.
Under the Company Law and our articles of incorporation, shares are transferable by delivery of share
certificates. In order to assert shareholders’ rights against us, a shareholder must have its name and address
registered on our register of shareholders, in accordance with the Company Law. The registered holder of
deposited shares underlying the ADSs is the depositary for the ADSs, or its nominee. Accordingly, holders of
ADSs will not be able to assert shareholders’ rights other than as provided in the agreement among us, the
depositary and the holders of the ADSs.
A holder of shares may choose, at its discretion, to participate in the central clearing system for share
certificates under the Law Concerning Central Securities Depository and Book-Entry Transfer of Stock
Certificates and Other Securities of Japan. Participating shareholders must deposit certificates representing the
shares to be included in this clearing system with the Japan Securities Depository Center, Inc. If a holder is not a
participating institution in the Japan Securities Depository Center, it must participate through a participating
institution, such as a securities company or bank having a clearing account with the Japan Securities Depository
Center. All shares deposited with the Japan Securities Depository Center will be registered in the name of the
Japan Securities Depository Center on our register of shareholders. Each participating shareholder will in turn be
registered on our register of beneficial shareholders and be treated in the same way as shareholders registered on
our register of shareholders. Delivery of share certificates is not required to transfer deposited shares. Entry of
the share transfer in the books maintained by the Japan Securities Depository Center for participating institutions,
or in the books maintained by a participating institution for its customers, has the same effect as delivery of share
certificates. This central clearing system is intended to reduce paperwork required in connection with transfers of
shares. Beneficial owners may at any time withdraw their shares from deposit and receive share certificates.
A new law to establish a new central clearing system for shares of listed companies and to eliminate the
issuance and use of certificates for such shares was promulgated in June 2004 and the relevant part of the law will
come into effect within five years of the date of the promulgation. On the effective date, a new central clearing
system will be established and the shares of all Japanese companies listed on any Japanese stock exchange will be
subject to the new central clearing system. On the same day, all existing share certificates for such shares will
become null and void, and companies will not be required to collect those share certificates from shareholders. The
transfer of such shares will be effected through entry in the books maintained under the new central clearing system.
Dividends
Dividends are distributed in proportion to the number of shares owned by each shareholder on the record
date for the dividend. Dividends for each financial period may be distributed following shareholders’ approval at
an ordinary general meeting of shareholders.
Payment of dividends on common stock is subject to the preferential dividend rights of holders of preferred
stock.
Under the Banking Law and our articles of incorporation, our financial accounts are closed on March 31 of
each year, and dividends, if any, are paid to shareholders of record as of March 31 following shareholders’
approval at an ordinary general meeting of shareholders. In addition to year-end dividends, our board of directors
may by resolution declare an interim cash dividend to shareholders of record as of September 30 of each year.
Under the Company Law, distribution of dividends will take the form of distribution of surplus (as defined
below). We will be permitted to make distributions of surplus to our shareholders any number of times per fiscal
year pursuant to resolutions of our general meetings of shareholders, subject to certain limitations described
below. Distributions of surplus will be required in principle to be authorized by a resolution of a general meeting
of shareholders. Distributions of surplus would, however, be permitted to be made pursuant to a resolution of our
board of directors if:
(a) our articles of incorporation so provide (our articles of incorporation currently contain no such
provisions);
118
(b)
(c)
the normal term of office of our directors is one year; and
certain conditions concerning our non-consolidated annual financial statements and certain documents
for the latest fiscal year as required by an ordinance of the Ministry of Justice are satisfied.
In an exception to the above rule, even if the requirements described in (a) through (c) are not met, we are
permitted to make distributions of surplus in cash to our shareholders by resolutions of the board of directors
once per fiscal year as mentioned above concerning the interim cash dividend.
Under the Company Law, distributions of surplus may be made in cash or in kind in proportion to the
number of shares of common stock held by each shareholder. A resolution of a general meeting of shareholders
or our board of directors authorizing a distribution of surplus must specify the kind and aggregate book value of
the assets to be distributed, the manner of allocation of such assets to shareholders, and the effective date of the
distribution. If a distribution of surplus is to be made in kind, we may, pursuant to a resolution of a general
meeting of shareholders or (as the case may be) our board of directors, grant to our shareholders the right to
require us to make such distribution in cash instead of in kind. If no such right is granted to shareholders, the
relevant distribution of surplus must be approved by a special resolution of a general meeting of shareholders
(see the description of a “special resolution” in “—Voting Rights”).
Under the Company Law, we may make distribution of surplus to the extent that the aggregate book value
of the assets to be distributed to shareholders does not exceed the distributable amount (as defined below) as of
the effective date of such distribution of surplus. The amount of surplus (the “surplus”) at any given time shall be
the amount of our assets and the book value of our treasury stock after subtracting the amounts of items
(1) through (5) below as they appear on our non-consolidated balance sheet as of the end of our last fiscal year,
and after reflecting the changes in our surplus after the end of our last fiscal year, by adding the amounts of items
(6), (7) and (8) below and/or subtracting the amounts of items (9), (10) and (11) below:
(1) our liabilities;
(2) our stated capital;
(3) our additional paid-in capital;
(4) our accumulated legal reserve;
(5) other amounts as are set out in an ordinance of the Ministry of Justice;
(6)
(7)
(8)
(if we transferred our treasury stock after the end of the last fiscal year) the transfer price of our
treasury stock after subtracting the book value thereof;
(if we decreased our stated capital after the end of the last fiscal year) the amount of decrease in our
stated capital (excluding the amount transferred to additional paid-in capital or legal reserve);
(if we decreased our additional paid-in capital or legal reserve after the end of the last fiscal year) the
amount of decrease in our additional paid-in capital or legal reserve (excluding the amount transferred
to stated capital);
(9)
(if we cancelled our treasury stock after the end of the last fiscal year) the book value of the cancelled
treasury stock;
(10) (if we distributed surplus to shareholders after the end of the last fiscal year) the amount of the assets
distributed to shareholders by way of such distribution of surplus; and
(11) other amounts as are set out in an ordinance of the Ministry of Justice.
A distributable amount (the “distributable amount”) at any given time shall be the aggregate amount of
(a) the surplus, (b) the amount of profit as recorded for the period after the end of our last fiscal year until the
date of an extraordinary settlement of account (if any) as is set out in an ordinance of the Ministry of Justice and
(c) the transfer price of our treasury stock in the same period, after subtracting the amounts of the following
items:
(1)
the book value of our treasury stock;
119
(2)
(3)
(if we transferred our treasury stock after the end of the last fiscal year) the transfer price of our
treasury stock;
the losses recorded for the period after the end of our last fiscal year until the date of an extraordinary
settlement of account (if any) as are set out in an ordinance of the Ministry of Justice; and
(4) other amounts as are set out in an ordinance of the Ministry of Justice.
In Japan, the “ex-dividend” date and the record date for any dividends precede the date of determination of
the amount of the dividend to be paid. The market price of shares generally becomes ex-dividend on the third
business day prior to the record date. Under our articles of incorporation, we are not obligated to pay any
dividends which are left unclaimed for a period of five years after the date on which they first became payable.
Capital and Reserves
Under the Company Law, we may reduce our additional paid-in capital or legal reserve (without limitation
as to the amount of such reduction) as mentioned in the preceding paragraph, generally by resolution of a general
meeting of shareholders and, if so resolved in the same resolution, may account for the whole or any part of the
amount of such reduction as stated capital. We may also reduce our stated capital generally by special resolution
of a general meeting of shareholder and, if so resolved in the same resolution, may account for the whole or any
part of the amount of such reduction as additional paid-in capital or legal reserve. Conversely, we may reduce our
surplus and increase either (i) stated capital or (ii) additional paid-in capital and/or legal reserve by the same
amount, in either case by resolution of a general meeting of shareholders.
Stock Splits
Stock splits of our outstanding stock may be effected at any time by resolution of the board of directors.
When a stock split is to be effected, we may increase the amount of the authorized share capital to cover the
stock split by amending our articles of incorporation by resolution of the board of directors without approval by
special resolution of the general meeting of shareholders, unless more than one class of stock is issued and
outstanding. Shareholders will not be required to exchange stock certificates for new stock certificates, but
certificates representing the additional stock resulting from the stock split will be issued to shareholders. We
must give public notice of the stock split, specifying a record date at least two weeks prior to the record date.
Fractional Shares
The Company Law abolished the fractional share system. We may adopt a unit share system by amending
our articles of incorporation as described in the first paragraph under “—Unit Share (tan-gen kabu) System,” but
we continue to use the fractional share system pursuant to the Law regarding Development etc. of Relative Law
Accompanying the Enforcement of the Company Law. Fractional shares will carry no voting rights, but the
holders of fractional shares will have the right to receive dividends and interim dividends, if any, on their
fractional shares. No certificates for fractional shares will be issued and therefore fractional shares will not
normally be transferable. However, the registered holders of fractional shares may at any time require us to
purchase the fractional shares at the shares’ current market price. Also, registered holders of fractional shares
may require us to sell them a number of fractional shares, of which number, when combined with the number
already held by such holder, shall become one share; provided that such request is met only when we own the
necessary number of our shares.
Unit Share (tan-gen kabu) System
Currently, we do not use the unit share (tan-gen kabu) system which was introduced on October 1, 2001.
However, we may use the unit share system by amending our articles of incorporation, which requires
shareholders’ approval. Under the Company Law, if a unit share system is adopted by us simultaneously with a
free allotment of shares and fractions less than one share to all classes of shareholders and fractional
shareholders, the relevant amendment to our articles of incorporation may be authorized by a special resolution
120
of the general meeting of shareholders without the approval of class shareholders, provided that, among other
things, following such amendment, the number of shares comprising a unit shall be the number obtained by
(a) dividing the aggregate number of allotted shares and fractions less than one share by the number of shares
outstanding immediately prior to the effective date of such free allotment, and (b) adding one. Under the unit
share system, a company may provide in its articles of incorporation that a unit comprises a specified number of
shares that may not exceed 1,000 shares. The number of shares comprising a unit may vary for different classes
of stock. A company may provide in its articles of incorporation that the company will not, as a general rule,
issue certificates representing a number of shares less than a unit, in which case any fraction of a unit for which
no share certificate is issued will not be transferable. Under the unit share system, one unit of shares has one
voting right. A holder of less than one unit of shares has no voting right. If the articles of incorporation so
provide, the holders of shares constituting less than a full unit will not have shareholder rights except for those
specified in the Company Law or an ordinance of the Ministry of Justice. If the unit share system is adopted,
shareholders may require the company to purchase shares constituting less than a unit at the current market price.
The board of directors may reduce the number of shares constituting a unit or cease to use the unit share system
by amendments to the articles of incorporation without shareholders’ approval even though amendments to the
articles of incorporation generally require a special resolution of the general meeting of shareholders.
General Meeting of Shareholders
The ordinary general meeting of our shareholders is usually held in June of each year in Tokyo. In addition,
we may hold an extraordinary general meeting of shareholders whenever necessary by giving at least two weeks’
advance notice to shareholders. The record date for ordinary general meetings of our shareholders is March 31.
Any shareholder holding at least 300 voting rights or 1% of the total number of voting rights for six
consecutive months or longer may propose a matter to be considered at a general meeting of shareholders by
submitting a written request to a director at least eight weeks prior to the date of the meeting. The number of
minimum voting rights, minimum percentage and time period necessary for exercising the minority shareholders
rights described above may be decreased or shortened if our articles of incorporation so provide.
Voting Rights
A shareholder generally has one voting right for each whole share. The common shares stated below are not
entitled to voting rights and such common shares are not counted in the number of shares when determining
whether a quorum exists:
•
•
•
treasury shares;
shares held by a company in which we, we and our subsidiaries or our subsidiaries owns 25% or more of
the total voting rights; and
shares issued after the record date as a result of conversion of convertible stock, exercise of stock
acquisition rights, conversion of convertible stock and fractional shareholders becoming a shareholder
of a whole share.
On the other hand, holders of certain class of shares shall be entitled to voting rights at the ratio of one
voting right for one preferred share under certain conditions provided for by relevant laws or regulations, or our
articles of incorporation. For example, when a proposal to pay the full amount of preferential dividends on any
class of preferred shares in compliance with the terms of such preferred shares is not included in the agenda of
the relevant shareholders meeting. See “—Preferred Stock.”
Under our articles of incorporation, except as otherwise provided by law or by other provisions of our
articles of incorporation, a resolution can be adopted at a shareholders’ meeting by the holders of a majority of
the voting rights represented at the meeting. The Company Law and our articles of incorporation require a
quorum of not less than one-third of the total number of voting rights for election of our directors and corporate
auditors.
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The Company Law and our articles of incorporation provide that a quorum of not less than one-third of
outstanding voting rights, excluding those owned by our subsidiaries and affiliates of which we own, directly or
indirectly, 25 percent or more, must be present at a shareholders’ meeting to approve specified corporate actions,
such as:
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•
•
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•
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the amendment of our articles of incorporation, except in some limited cases;
the repurchase of our own stock from a specific shareholder other than our subsidiary;
the consolidation of shares;
the offering to persons other than shareholders of stock at a specially favorable price, or of stock
acquisition rights or bonds or notes with stock acquisition rights with specially favorable conditions;
the removal of a director who was elected by cumulative voting or corporate auditor;
the exemption from liability of a director or corporate auditor, with certain exceptions;
a reduction in stated capital with certain exceptions in which a shareholders’ resolution is not required;
a distribution of in-kind dividends which meets certain requirements;
the transfer of the whole or an important part of our business;
the acquisition of the whole business of another company, except in some limited circumstances;
a dissolution, merger or consolidation, except for certain types of mergers;
a stock-for-stock exchange (kabushiki-kokan) or stock-for-stock transfer (kabushiki-iten), except in
some limited circumstances; and
a corporate split, except in some limited circumstances.
A special resolution representing at least two-thirds of the voting rights represented at the meeting is
required to approve these actions.
There is no cumulative voting for the election of directors or corporate auditors.
Subscription Rights
Holders of shares have no preemptive rights under our articles of incorporation. Under the Company Law,
however, our board of directors may determine that shareholders be given subscription rights in connection with
a particular issue of new shares. In this case, these subscription rights must be given on uniform terms to all
shareholders, and if a specified record date is set, it must be announced in a public notice at least two weeks prior
to the record date. A notification to each individual shareholder must also be given at least two weeks prior to the
subscription date.
Under the Company Law, rights to subscribe for new shares may not be transferred; however, we may allot
stock acquisition rights to shareholders without consideration, and such rights will be transferable.
Stock Acquisition Rights
We may issue stock acquisition rights (shinkabu yoyakuken), which in the United States are often in the
form of warrants, or bonds with stock acquisition rights that cannot be detached (shinkabu yoyakuken-tsuki
shasai), which in the United States are often in the form of convertible bonds or bonds with non-detachable
warrants. Except where the issuance would be on “specially favorable” conditions, the issuance of stock
acquisition rights or bonds with stock acquisition rights may be authorized by a resolution of our board of
directors. Upon exercise of the stock acquisition rights, the holder of such rights may acquire shares by paying
the applicable exercise price or, if so determined by a resolution of our board of directors, by making a substitute
payment, such as having the convertible bonds redeemed for no cash in lieu of the exercise price.
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Liquidation Rights
Upon our liquidation, the assets remaining after payment of all debts, liquidation expenses, taxes and
preferred distributions to holders of shares of our preferred stock will be distributed among the holders of our
common stock in proportion to the number of shares they own.
Transfer Agent
MUTB is the transfer agent for our common stock. The office of MUTB for this purpose is located at 4-5,
Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-8212, Japan. MUTB maintains our register of shareholders and
our register of lost share certificates, and records transfers of ownership upon presentation of share certificates.
Reports to Shareholders
We furnish to our shareholders notices, in Japanese, of shareholders’ meetings, annual business reports,
including our financial statements, and notices of resolutions adopted at our shareholders’ meetings.
Record Dates
As stated above, March 31 is the record date for the payment of annual dividends, if any, and the
determination of shareholders entitled to vote at ordinary general meetings of our shareholders. September 30 is
the record date for the payment of interim dividends, if any. In addition, by a resolution of our board of directors
and after giving at least two weeks’ prior public notice, we may at any time set a record date in order to
determine the shareholders who are entitled to the rights pertaining to our shares.
Repurchase of Our Shares
We may repurchase our own shares:
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through the Tokyo Stock Exchange or other stock exchanges on which our shares are listed, if
authorized by a resolution of a general meeting of shareholders or our board of directors;
by way of a tender offer, if authorized by a resolution of a general meeting of shareholders or our board
of directors;
from a specific party, if authorized by a special resolution of a general meeting of shareholders and we
give notices to shareholders prior to such general meeting, in general;
from all shareholders of a specific class of shares offering to sell their shares, if authorized by a
resolution of a general meeting of shareholders or our board of directors and we give a public notice or
notices to all of the shareholders (if we repurchase any class of preferred shares, notices to all
shareholders of the relevant class of preferred shares.); or
•
from our subsidiaries, if authorized by a resolution of the board of directors.
When the repurchase is made by us from a specific party, as authorized by a special resolution of a general
meeting of shareholders, any shareholder may make a demand to a director, five days or more prior to the
relevant shareholders’ meeting, that we also repurchase the shares held by that shareholder. However, no such
right will be available if the shares have a market price, and if the purchase price does not exceed the then market
price calculated in a manner set forth in an ordinance of the Ministry of Justice.
Repurchase of our own shares described above must satisfy various specified requirements. In general, the
same restriction on the distributable amount as described in the seventh paragraph under “—Common Stock—
Dividends.” are applicable to the repurchase of our own shares, so the total amount of the repurchase price may
not exceed the distributable amount.
We may hold our own shares so repurchased without restrictions. In addition, we may cancel or dispose of
our repurchased shares by a resolution of our board of directors. As of March 31, 2006, we (excluding our
subsidiaries) owned 503,124 treasury shares.
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Preferred Stock
The following is a summary of information concerning the shares of our preferred stock, including brief
summaries of the relevant provisions of our articles of incorporation, the share handling regulations and the
Company Law as currently in effect. The detailed rights of our preferred shares are set out in our articles of
incorporation and the resolutions of our board of directors relating to the issuance of the relevant stock.
General
As of March 31, 2006, we were authorized under our articles of incorporation to issue nine classes of
preferred stock totaling 1,620,008 shares of preferred stock, including 120,000 class 3 preferred shares, 400,000
class 5 preferred shares, 200,000 class 6 preferred shares, 200,000 class 7 preferred shares, 200,000 class 8
preferred shares, 150,000 class 9 preferred shares, 150,000 class 10 preferred shares, 8 class 11 preferred shares
and 200,000 class 12 preferred shares. Following the amendment of our articles of incorporation, as of June 29,
2006, we were authorized to issue nine classes of preferred stock totaling 1,306,601 shares of preferred stock,
including 120,000 class 3 preferred shares, 400,000 shares of each of the first to fourth series of class 5 preferred
shares (provided the aggregate number of shares authorized to be issued with respect to the four series of class 5
preferred shares does not exceed 400,000 shares), 200,000 shares of each of the first to fourth series of class 6
preferred shares (provided the aggregate number of shares authorized to be issued with respect to the four series
of class 6 preferred shares does not exceed 200,000 shares), 200,000 shares of each of the first to fourth series of
class 7 preferred shares (provided the aggregate number of shares authorized to be issued with respect to the four
series of class 7 preferred shares does not exceed 200,000 shares), 27,000 class 8 preferred shares, 79,700 class 9
preferred shares, 150,000 class 10 preferred shares, one class 11 preferred share and 129,900 class 12 preferred
shares. Our preferred shares have equal preference over shares of common stock in respect of dividend
entitlements and distribution upon our liquidation, but holders of the preferred shares are not entitled to vote at
general meetings of shareholders, subject to the exceptions provided under our articles of incorporation. As of
March 31, 2006, 100,000 shares of class 3 preferred shares, 27,000 class 8 preferred shares, 79,700 class 9
preferred shares, 150,000 class 10 preferred shares, one class 11 preferred share and 175,300 class 12 preferred
shares were outstanding, but there were no class 5 through 7 preferred shares outstanding. On April 27, 2006,
45,400 class 12 preferred shares were converted into 57,035.18 shares of common stock. On May 23, 2006, we
acquired 9,300 class 8 preferred shares and 89,357 class 10 preferred shares at the request of the shareholder of
such preferred shares, and in return issued 16,474 shares and 163,165 shares of common stock, respectively.
Furthermore, on June 8, 2006, we acquired 79,700 class 9 preferred shares, 60,643 class 10 preferred shares and
16,700 class 12 preferred shares at the request of the shareholder of such preferred shares, and in return issued
145,532 shares, 110,734 shares and 20,979 shares of common stock, respectively. We may, at any time,
following necessary authorization as described in the first paragraph under “Repurchase of Our Shares,” purchase
and cancel, at fair value, any shares of preferred stock outstanding out of the distributable amount.
Class 3 and class 5 preferred shareholders are not entitled to request acquisition of their preferred shares in
exchange for our common stock but we may acquire class 3 and class 5 preferred shares at our discretion
pursuant to the terms and conditions provided by our articles of incorporation and the resolution of our board of
directors. We may acquire shares of class 3 preferred shares at ¥2,500,000 per share, in whole or in part, on or
after February 18, 2010. The provisions for acquisition of class 5 preferred shares will be determined by the
board of directors at the time of issuance of class 5 preferred shares. When issued, any holder of class 6 and class
7 preferred shares may request acquisition of such preferred shares in exchange for our common stock during the
period determined by resolution of the board of directors adopted at the time of issuance of such preferred shares.
Any class 6 preferred shares or class 7 preferred shares for which no request for acquisition in exchange for
common stock is made during such period will be mandatorily acquired on the day immediately following the
last day of such period (the “Mandatory Acquisition Date”) in the number obtained by dividing an amount
equivalent to the subscription price per each relevant preferred share by the average daily closing price of our
common stock as reported by the Tokyo Stock Exchange for the 30 trading days commencing on the 45th trading
day prior to the Mandatory Acquisition Date. Any holder of class 8 preferred shares through class 12 preferred
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shares may request acquisition of the relevant preferred shares in exchange for our common stock during the
period as provided for in Attachments 1 through 5 of our Articles of Incorporation. Any of class 8 preferred
shares through class 12 preferred shares for which no request for acquisition in exchange for common stock is
made during such period will be mandatorily acquired on the Mandatory Acquisition Date in the number
obtained by dividing an amount equivalent to the subscription price per each relevant preferred share by the
average daily closing price of our common stock as reported by the Tokyo Stock Exchange for the 30 trading
days commencing on the 45th trading day prior to the Mandatory Acquisition Date.
Preferred Dividends
In priority to the payment of dividends to holders of our common stock, the amount of preferred dividends
payable each fiscal year for each class of our preferred stock is set forth below.
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class 3 preferred shares: ¥60,000 per share as set by the resolution of our board of directors dated
January 27, 2005 pursuant to our articles of incorporation
class 5 preferred shares: to be set by resolution of our board of directors at the time of issuance, up to a
maximum of ¥250,000 per share
class 6 preferred shares: to be set by resolution of our board of directors at the time of issuance, up to a
maximum of ¥125,000 per share
class 7 preferred shares: to be set by resolution of our board of directors at the time of issuance, up to a
maximum of ¥125,000 per share
class 8 preferred shares: ¥15,900 per share
class 9 preferred shares: ¥18,600 per share
class 10 preferred shares: ¥19,400 per share
class 11 preferred shares: ¥5,300 per share
class 12 preferred shares: ¥11,500 per share
In the event that our board of directors decides to pay an interim dividend to record holders of our common
stock as of September 30 of any year, we will, in priority to the payment of that interim dividend, pay a preferred
interim dividend in the amount specified in our Articles of Incorporation to record holders of our preferred stock
as of September 30 of the same time. The amount of any preferred interim dividend will be deducted from the
preferred dividend payable on the relevant class of our preferred stock for the same fiscal year.
No preferred dividend will be paid on any of our preferred stock converted into our common stock for the
period from the date following the record date for the preferred dividend or preferred interim dividend last
preceding the relevant conversion date to the relevant conversion date, but the common stock issued upon
conversion will be entitled to receive any dividend payable to holders of record of common stock upon the next
succeeding record date for common stock dividends.
No payment of dividends on our preferred stock or any other shares can be made unless we have a sufficient
distributable amount and a resolution to distribute such distributable amount is obtained at the relevant ordinary
general meeting of shareholders, in the case of annual preferred dividends, or at the board of directors, in the case
of preferred interim dividends.
Dividends on our preferred stock are non-cumulative. If the full amount of any dividend is not declared on
our preferred stock in respect of any fiscal year, holders of our preferred stock do not have any right to receive
dividends in respect of the deficiency in any subsequent fiscal year, and we will have no obligation to pay the
deficiency or to pay any interest regardless of whether or not dividends are paid in respect of any subsequent
fiscal year. The holders of our preferred stock are not entitled to any further dividends or other participation in or
distribution of our profits.
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Liquidation Rights
In the event of our voluntary or involuntary liquidation, record holders of our preferred stock are entitled,
equally in rank as among themselves, to receive before any distribution out of our residual assets is made to
holders of our common stock, a distribution out of our residual assets of:
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¥2,500,000 per share of class 3 preferred shares,
¥2,500,000 per share of class 5 preferred shares,
¥2,500,000 per share of class 6 preferred shares,
¥2,500,000 per share of class 7 preferred shares,
¥3,000,000 per share of class 8 preferred shares,
¥2,000,000 per share of class 9 preferred shares,
¥2,000,000 per share of class 10 preferred shares,
¥1,000,000 per share of class 11 preferred shares, and
¥1,000,000 per share of class 12 preferred shares.
The holders of our preferred stock are not entitled to any further dividends or other participation in or
distribution of our residual assets upon our liquidation.
Voting Rights
No holder of our preferred stock has the right to receive notice of, or to vote at, a general meeting of
shareholders, except as otherwise specifically provided under our articles of incorporation or other applicable
law. Under our articles of incorporation, holders of our preferred stock will be entitled to receive notice of, and
have one voting right per preferred share at, our general meetings of shareholders:
•
•
from the commencement of our ordinary general meeting of shareholders if an agenda for approval to
declare a preferred dividend is not submitted to such meeting; or
from the close of any ordinary general meeting of shareholders if a proposed resolution to declare a
preferred dividend is not approved at such meeting.
In each case, holders of our preferred stock will be entitled to receive notice of and vote at the relevant
general meetings of shareholders unless and until such time as a resolution of an ordinary general meeting of
shareholders declaring a preferred dividend is passed.
American Depositary Shares
The Bank of New York will issue the American depositary receipts, or ADRs. Each ADR will represent
ownership interests in American depositary shares, or ADSs. Each ADS represents one thousandth of a share of
our common stock. Each ADS is held by BTMU, acting as custodian, at its principal office in Tokyo, on behalf
of The Bank of New York, acting as depositary. Each ADS will also represent securities, cash or other property
deposited with The Bank of New York but not distributed to ADS holders. The Bank of New York’s corporate
trust office is located at 101 Barclay Street, New York, New York 10286 and its principal executive office is
located at One Wall Street, New York, New York 10286.
You may hold ADSs either directly or indirectly through your broker or other financial institution. If you
hold ADSs directly, you are an ADS holder. This description assumes you hold your ADSs directly. If you hold
the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the
rights of ADS holders described in this section. You should consult with your broker or financial institution to
find out what those procedures are.
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The Bank of New York will actually be the registered holder of the common stock, so you will have to rely
on it to exercise your rights as a shareholder. Our obligations and the obligations of The Bank of New York are
set out in a deposit agreement among us, The Bank of New York and you, as an ADS holder. The deposit
agreement and the ADSs are governed by New York law.
The following is a summary of the material terms of the deposit agreement. Because it is a summary, it does
not contain all the information that may be important to you. For more complete information, you should read the
entire deposit agreement and the form of ADR.
Share Dividends and Other Distributions
The Bank of New York has agreed to pay to you the cash dividends or other distributions it or the custodian
receives on shares of common stock or other deposited securities, after deducting its fees and expenses. You will
receive these distributions in proportion to the number of shares your ADSs represent.
Cash. The Bank of New York will convert any cash dividend or other cash distribution we pay on our
common stock into US dollars, if it can do so on a reasonable basis and can transfer the US dollars to the United
States. If that is not possible or if any approval from the Japanese government is needed and cannot be obtained,
the deposit agreement allows The Bank of New York to distribute the yen only to those ADS holders to whom it
is possible to do so. The Bank of New York will hold the yen it cannot convert for the account of the ADS
holders who have not been paid. It will not invest the yen and it will not be liable for any interest.
Before making a distribution, any withholding taxes that must be paid under Japanese law will be deducted.
See “—Taxation—Japanese Taxation.” The Bank of New York will distribute only whole US dollars and cents
and will round fractional cents to the nearest whole cent. If the relevant exchange rates fluctuate during a time
when The Bank of New York cannot convert the Japanese currency, you may lose some or all of the value of the
distribution.
Shares. The Bank of New York may distribute new ADSs representing any shares we may distribute as a
dividend or free distribution, if we furnish The Bank of New York promptly with satisfactory evidence that it is
legal to do so. The Bank of New York will only distribute whole ADSs. It will sell shares which would require it
to issue a fractional ADS and distribute the net proceeds in the same way as it distributes cash dividends. If The
Bank of New York does not distribute additional ADSs, each ADS will also represent the new shares.
Rights to receive additional shares.
If we offer holders of our common stock any rights to subscribe for
additional shares of common stock or any other rights, The Bank of New York may, after consultation with us,
make those rights available to you. We must first instruct The Bank of New York to do so and furnish it with
satisfactory evidence that it is legal to do so. If we do not furnish this evidence and/or do not give these
instructions, and The Bank of New York decides that it is practical to sell the rights, The Bank of New York will
sell the rights and distribute the proceeds in the same way as it distributes cash dividends. The Bank of New York
may allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.
If The Bank of New York makes rights available to you, upon instruction from you it will exercise the rights
and purchase the shares on your behalf. The Bank of New York will then deposit the shares and issue ADSs to
you. It will only exercise the rights if you pay it the exercise price and any other charges the rights require you to
pay.
U.S. securities laws may restrict the sale, deposit, cancellation and transfer of the ADSs issued after the
exercise of the rights. For example, you may not be able to trade the ADSs freely in the United States. In this
case, The Bank of New York may issue the ADSs under a separate restricted deposit agreement which will
contain the same provisions as the deposit agreement, except for changes needed to put the restrictions in place.
The Bank of New York will not offer you rights unless those rights and the securities to which the rights relate
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are either exempt from registration or have been registered under the U.S. Securities Act with respect to a
distribution to you. We will have no obligation to register under the Securities Act those rights or the securities to
which they relate.
Other distributions. The Bank of New York will send to you anything else we distribute on deposited
securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, The
Bank of New York has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the
same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also
represent the newly distributed property.
The Bank of New York is not responsible if it decides that it is unlawful or impractical to make a
distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other
securities under the Securities Act. We also have no obligation to take any other action to permit the distribution
of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions
we make on our shares or any value for them if it is illegal or impractical for us or The Bank of New York to
make them available to you.
Deposit, Withdrawal and Cancellation
The Bank of New York will issue ADSs if you or your broker deposits shares or evidence of rights to
receive shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as
stamp taxes or stock transfer taxes or fees, The Bank of New York will register the appropriate number of ADSs
in the names you request and will deliver the ADSs at its corporate trust office to the persons you request.
In certain circumstances, subject to the provisions of the deposit agreement, The Bank of New York may
issue ADSs before the deposit of the underlying shares. This is called a pre-release of ADSs. A pre-release is
closed out as soon as the underlying shares are delivered to the depositary. The depositary may receive ADSs
instead of the shares to close out a pre-release. The depositary may pre-release ADSs only on the following
conditions:
• Before or at the time of the pre-release, the person to whom the pre-release is made must represent to
the depositary in writing that it or its customer, as the case may be, owns the shares to be deposited;
•
•
The pre-release must be fully collateralized with cash or collateral that the depositary considers
appropriate;
The depositary must be able to close out the pre-release on not more than five business days’ notice.
The pre-release will be subject to whatever indemnities and credit regulations that the depositary considers
appropriate. In addition, the depositary will limit the number of ADSs that may be outstanding at any time as a
result of a pre-release.
You may turn in your ADSs at the Corporate Trust Office of The Bank of New York’s office. Upon
payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees,
The Bank of New York will deliver (1) the underlying shares to an account designated by you and (2) any other
deposited securities underlying the ADS at the office of the custodian. Or, at your request, risk and expense, The
Bank of New York will deliver the deposited securities at its Corporate Trust Office.
The ADSs may only be presented for cancellation and release of the underlying shares of common stock or
other deposited securities in multiples of 1,000 ADSs. Holders of ADRs evidencing less than 1,000 ADSs will
not be entitled to delivery of any underlying shares or other deposited securities unless such ADRs, together with
other ADRs presented by the same holder at the same time, represent in the aggregate at least 1,000 ADSs. If any
ADSs are surrendered but not cancelled pursuant to the preceding sentence, The Bank of New York will execute
and deliver an ADR or ADRs evidencing the balance of ADSs not so cancelled to the person or persons
surrendering the same.
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Voting Rights
If you are an ADS holder on a record date fixed by The Bank of New York, you may instruct The Bank of
New York to vote the shares underlying your ADSs at a meeting of our shareholders in accordance with the
procedures set forth in the deposit agreement.
The Bank of New York will notify you of the upcoming meeting and arrange to deliver our voting materials
to you. The notice shall contain (a) such information as is contained in such notice of meeting, (b) a statement
that as of the close of business on a specified record date you will be entitled, subject to any applicable provision
of Japanese law and our Articles of Incorporation, to instruct The Bank of New York as to the exercise of the
voting rights, if any, pertaining to the amount of shares or other deposited securities represented by your ADSs,
and (c) a brief statement as to the manner in which such instructions may be given, including an express
indication that instructions may be given to The Bank of New York to give a discretionary proxy to a person
designated by us. Upon your written request, received on or before the date established by The Bank of New
York for such purpose, The Bank of New York shall endeavor in so far as practicable to vote or cause to be voted
the amount of shares or other deposited securities represented by your ADSs in accordance with the instructions
set forth in your request. So long as Japanese law provides that votes may only be cast with respect to one or
more whole shares or other deposited securities, The Bank of New York will aggregate voting instructions to the
extent such instructions are the same and vote such whole shares or other deposited securities in accordance with
your instructions. If, after aggregation of all instructions to vote received by The Bank of New York, any portion
of the aggregated instructions constitutes instructions with respect to less than a whole share or other deposited
securities, The Bank of New York will not vote or cause to be voted the shares or other deposited securities to
which such portion of the instructions apply. The Bank of New York will not vote or attempt to exercise the right
to vote that attaches to the shares or other deposited securities, other than in accordance with the instructions of
the ADS holders. If no instructions are received by The Bank of New York from you with respect to any of the
deposited securities represented by your ADSs on or before the date established by The Bank of New York for
such purpose, The Bank of New York shall deem you to have instructed The Bank of New York to give a
discretionary proxy to a person designated by us with respect to such deposited securities and The Bank of New
York shall give a discretionary proxy to a person designated by us to vote such deposited securities, provided that
no such instruction shall be given with respect to any matter as to which we inform The Bank of New York (and
we have agreed to provide such information as promptly as practicable in writing) that (1) we do not wish such
proxy given, (2) substantial opposition exists or (3) such matter materially and adversely affects the rights of
holders of shares.
We cannot assure you that you will receive the voting materials in time to ensure that you can instruct The
Bank of New York to vote your shares. In addition, The Bank of New York is not responsible for failing to carry
out voting instructions or for the manner of carrying out voting instructions as long as it has acted in good faith.
This means that you may not be able to exercise your right to vote and there may be nothing you can do if your
shares are not voted as you requested.
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Fees and Expenses
ADR holders must pay:
For:
$5.00 (or less) per 100 ADSs (or portion thereof) . . . . . . Each issuance of an ADS, including as a result of a
distribution of shares or rights or other property
Each cancellation of an ADS, including if the
agreement terminates
$0.02 (or less) per ADSs . . . . . . . . . . . . . . . . . . . . . . . . . To the extent permitted by securities exchange on
which the ADSs may be listed for trading any cash
payment
Registration or transfer fees . . . . . . . . . . . . . . . . . . . . . . . Transfer and registration of shares on the share
register of the foreign registrar from your name to the
name of The Bank of New York or its agent when
you deposit or withdraw shares
Expenses of The Bank of New York . . . . . . . . . . . . . . . . Conversion of foreign currency to US dollars cable,
telex and facsimile transmission expenses
Taxes and other governmental charges The Bank of
New York or BTMU, as custodian, have to pay on
any ADS or share underlying an ADS, for example,
stock transfer taxes, stamp duty or withholding
taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . As necessary
Payment of Taxes
You will be responsible for any taxes or other governmental charges payable on your ADSs or on the
deposited securities underlying your ADSs. The Bank of New York may refuse to transfer your ADSs or allow
you to withdraw the deposited securities underlying your ADSs until those taxes or other charges are paid. It may
apply payments owed to you or sell deposited securities underlying your ADSs to pay any taxes owed and you
will remain liable for any deficiency. If it sells deposited securities, it will, if appropriate, reduce the number of
ADSs to reflect the sale and pay to you any property remaining after it has paid the taxes.
Reclassifications, Recapitalizations and Mergers
If we:
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•
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then,
(1)
reclassify, split up or consolidate any of our shares or the deposited securities,
recapitalize, reorganize, merge, liquidate, consolidate or sell all or substantially all of our assets or take
any similar action, or
distribute securities on the shares that are not distributed to you,
the cash, shares or other securities received by The Bank of New York will become deposited securities
and each ADS will automatically represent its equal share of the new deposited securities unless
additional ADSs are issued; and
(2) The Bank of New York may, and will if we request, issue new ADSs or ask you to surrender your
outstanding ADSs in exchange for new ADSs, identifying the new deposited securities.
Amendment and Termination
We may agree with The Bank of New York to amend the deposit agreement and the ADSs without your
consent for any reason. If the amendment adds or increases fees or charges, except for taxes and other
governmental charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other such
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expenses, or prejudices an important right of ADS holders, it will only become effective three months after The
Bank of New York notifies you of the amendment. At the time an amendment becomes effective, you are
considered, by continuing to hold your ADS, to agree to the amendment and to be bound by the ADSs and the
deposit agreement as amended. However, no amendment will impair your right to receive the deposited securities
in exchange for your ADSs.
The Bank of New York will terminate the deposit agreement if we ask it to do so, in which case it must
notify you at least 30 days before termination. The Bank of New York may also terminate the deposit agreement
if The Bank of New York has told us that it would like to resign and we have not appointed a new depositary
bank within 60 days.
If any ADSs remain outstanding after termination, The Bank of New York will stop registering the transfers
of ADSs, will stop distributing dividends to ADS holders and will not give any further notices or do anything
else under the deposit agreement other than:
(1) collect dividends and distributions on the deposited securities,
(2)
sell rights and other property offered to holders of deposited securities, and
(3) deliver shares and other deposited securities in exchange for ADSs surrendered to The Bank of New
York.
At any time after one year following termination, The Bank of New York may sell any remaining deposited
securities. After that, The Bank of New York will hold the money it received on the sale, as well as any other
cash it is holding under the deposit agreement for the pro rata benefit of the ADS holders that have not
surrendered their ADSs. It will not invest the money and has no liability for interest. The Bank of New York’s
only obligations will be to account for the money and other cash and with respect to indemnification and to retain
depositary documents. After termination, our only obligations will be with respect to indemnification and to pay
certain amounts to The Bank of New York.
Limitations on Obligations and Liability to ADS Holders
The deposit agreement expressly limits our obligations and the obligations of The Bank of New York. It
also limits our liability and the liability of The Bank of New York. We and The Bank of New York:
•
•
•
•
are only obligated to take the actions specifically set forth in the deposit agreement without negligence
or bad faith;
are not liable if either is prevented or delayed by law, any provision of our Articles of Incorporation or
circumstances beyond their control from performing their obligations under the deposit agreement;
are not liable if either exercises or fails to exercise discretion permitted under the deposit agreement;
have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the
deposit agreement on your behalf or on behalf of any other party unless indemnified to their satisfaction;
and
• may rely upon any advice of or information from legal counsel, accountants, any person depositing
shares, any ADS holder or any other person believed in good faith to be competent to give them that
advice or information.
In the deposit agreement, we and The Bank of New York agree to indemnify each other for liabilities arising
out of acts performed or omitted by the other party in accordance with the deposit agreement.
Requirements for Depositary Actions
Before The Bank of New York will issue or register transfer of an ADS, make a distribution on an ADS, or
permit withdrawal of shares, it may require:
•
payment of stock transfer or other taxes or other governmental charges and transfer or registration fees
charged by third parties for the transfer of any shares or other deposited securities,
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•
•
production of satisfactory proof of the identity and genuineness of any signature or other information it
deems necessary, and
compliance with regulations it may establish, from time to time, consistent with the deposit agreement,
including presentation of transfer documents.
The Bank of New York may refuse to deliver, transfer, or register transfers of ADSs generally when its
transfer books are closed, when our transfer books are closed or at any time if it or we think it advisable to do so.
You have the right to cancel your ADSs and withdraw the underlying shares at any time except:
• when temporary delays arise because: (1) The Bank of New York has closed its transfer books or we
have closed our transfer books; (2) the transfer of shares is blocked to permit voting at a shareholders’
meeting; or (3) we are paying a dividend on the shares;
• when you or other ADS holders seeking to withdraw shares owe money to pay fees, taxes and similar
charges; or
• when it is necessary to prohibit withdrawals in order to comply with any laws or governmental
regulations that apply to ADSs or to the withdrawal of shares or other deposited securities.
This right of withdrawal may not be limited by any other provision of the deposit agreement.
Reports and Other Communications
The Bank of New York will make available for your inspection at its corporate trust office any reports and
communications, including any proxy soliciting material, that it receives from us, if those reports and
communications are both (a) received by The Bank of New York as the holder of the deposited securities and
(b) made generally available by us to the holders of the deposited securities. If we ask it to, The Bank of New
York will also send you copies of those reports it receives from us.
Inspection of Transfer Books
The Bank of New York will keep books for the registration and transfer of ADSs, which will be open for
your inspection at all reasonable times. You will only have the right to inspect those books if the inspection is for
the purpose of communicating with other owners of ADSs in connection with our business or a matter related to
the deposit agreement or the ADSs.
C. Material Contracts
Other than as described in this Annual Report, all contracts entered into by us since our establishment on
April 2, 2001 were entered into in the ordinary course of business.
D. Exchange Controls
Foreign Exchange and Foreign Trade Law
The Foreign Exchange and Foreign Trade Law of Japan and the cabinet orders and ministerial ordinances
incidental thereto, collectively known as the Foreign Exchange Law, set forth, among other matters, the
regulations relating to the receipt by non-residents of Japan of payment with respect to shares to be issued by us
and the acquisition and holding of shares by non-residents of Japan and foreign investors, both as defined below.
It also applies in some cases to the acquisition and holding of our shares or ADSs representing such shares
acquired and held by non-residents of Japan and by foreign investors. Generally, the Foreign Exchange Law
currently in effect does not affect the right of a non-resident of Japan to purchase or sell an ADR outside Japan
for non-Japanese currency.
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“Non-residents of Japan” are defined as individuals who are not resident in Japan and corporations whose
principal offices are located outside Japan. Generally, the branches and offices of non-resident corporations
which are located in Japan are regarded as residents of Japan while the branches and offices of Japanese
corporations located outside Japan are regarded as non-residents of Japan.
“Foreign investors” are defined as:
•
•
•
•
individuals not resident in Japan;
corporations which are organized under the laws of foreign countries or whose principal offices are
located outside Japan;
corporations of which 50% or more of the shares are held by individuals not resident of Japan and
corporations which are organized under the laws of foreign countries or whose principal offices are
located outside Japan; and
corporations, a majority of officers (or a majority of officers having the power of representation) of
which are non-resident individuals.
Dividends and Proceeds of Sales
Under the Foreign Exchange Law, dividends paid on, and the proceeds of sales in Japan of, shares held by
non-residents of Japan may in general be converted into any foreign currency and repatriated abroad. The
acquisition of our shares by non-residents by way of a stock split is not subject to any notification or reporting
requirements.
Acquisition of Shares
In general, a non-resident who acquires shares from a resident of Japan is not subject to any prior filing
requirement, although the Foreign Exchange Law empowers the Minister of Finance of Japan to require a prior
approval for any such acquisition in certain limited circumstances.
If a foreign investor acquires our shares, and, together with parties who have a special relationship with that
foreign investor, holds 10% or more of our issued shares as a result of such acquisition, the foreign investor must
file a report of such acquisition with the Minister of Finance and any other competent Minister within 15 days
from and including the date of such acquisition. In certain limited circumstances, however, a prior notification of
such acquisition must be filed with the Minister of Finance and any other competent Minister, who may modify
or prohibit the proposed acquisition.
Deposit and Withdrawal under American Depositary Facility
The deposit of shares with us, in our capacity as custodian and agent for the depositary, in Tokyo, the
issuance of ADSs by the depositary to a non-resident of Japan in respect of the deposit and the withdrawal of the
underlying shares upon the surrender of the ADSs are not subject to any of the formalities or restrictions referred
to above. However, where as a result of a deposit or withdrawal the aggregate number of shares held by the
depositary, including shares deposited with us as custodian for the depositary, or the holder surrendering ADSs,
as the case may be, would be 10% or more of the total outstanding shares, a report will be required, and in
specified circumstances, a prior notification may be required, as noted above.
Reporting of Substantial Shareholdings
The Securities and Exchange Law of Japan requires any person who has become, beneficially and solely or
jointly, a holder of more than 5% of the total issued shares of capital stock of a company listed on any Japanese
stock exchange or whose shares are traded on the over-the-counter market in Japan to file with the director of a
competent finance bureau within 5 business days a report concerning such shareholdings.
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A similar report must also be filed in respect of any subsequent change of 1% or more in any such holding
ratio or any change in material matters set out in reports previously filed, with certain exceptions. For this
purpose, share issuable to such person upon exchange of exchangeable securities, conversion of convertible
securities or exercise of share subscription warrants or stock acquisition rights (including those incorporated in
bonds with stock acquisition rights) are taken into account in determining both the number of shares held by such
holder and the issuer’s total issued shares of capital stock. Copies of such report must also be furnished to the
issuer of such shares and all Japanese stock exchanges on which the shares are listed or (in the case of shares
traded over-the-counter) the Japan Securities Dealers Association.
E. Taxation
Japanese Taxation
The following sets forth the material Japanese tax consequences to owners of shares or ADSs who are
non-resident individuals or non-Japanese corporations without a permanent establishment in Japan to which the
relevant income is attributable, which we refer to as “non-resident holders” in this section. The statements
regarding Japanese tax laws below are based on the laws in force and as interpreted by the Japanese taxation
authorities as at the date of this Annual Report and are subject to changes in the applicable Japanese laws, double
taxation treaties, conventions or agreements or interpretations thereof occurring after that date. This summary is
not exhaustive of all possible tax considerations that may apply to a particular investor, and potential investors
are advised to satisfy themselves as to the overall tax consequences of the acquisition, ownership and disposition
of shares or ADSs, including specifically the tax consequences under Japanese law, the laws of the jurisdiction of
which they are resident and any tax treaty between Japan and their country of residence, by consulting their own
tax advisers.
For the purpose of Japanese tax law and the Tax Convention (as defined below), a U.S. holder of ADSs will
be treated as the owner of the shares underlying the ADSs evidenced by the ADRs.
Generally, a non-resident holder of shares or ADSs is subject to Japanese withholding tax on dividends paid
by us. In the absence of any applicable tax treaty, convention or agreement reducing the maximum rate of
withholding tax, the rate of Japanese withholding tax applicable to dividends paid by us to non-resident holders is
7% for dividends to be paid on or before March 31, 2008 pursuant to Japanese tax law. After such date, the
maximum withholding rate for U.S. holders (as defined below), which is generally set at 10% of the gross
amount distributed, shall be applicable pursuant to the Tax Convention (as defined below).
On March 30, 2004, the Convention between the Government of the United States of America and Japan for
the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income (the
“Tax Convention”), has been signed to replace its predecessor, which was signed on March 8, 1971 (the “Prior
Treaty”). The Tax Convention establishes the maximum rate of Japanese withholding tax which may be imposed
on dividends paid to a United States resident not having a permanent establishment in Japan. Under the Tax
Convention, the maximum withholding rate for U.S. holders (as defined below) is generally set at 10% of the
gross amount distributed. However, the maximum rate is 5% of the gross amount distributed if the recipient is a
corporation and owns directly or indirectly, on the date on which entitlement to the dividends is determined, at
least 10% of the voting shares of the paying corporation. Furthermore, the amount distributed shall not be taxed
if the recipient is (i) a pension fund which is a United States resident, provided that such dividends are not
derived from the carrying on of a business, directly or indirectly, by such pension fund or (ii) a parent company
with a controlling interest in the paying company. In situations where an Eligible U.S. holder (as defined below)
would be entitled to greater benefits under the Prior Treaty than under the Tax Convention, at the election of such
Eligible U.S. holder, the Prior Treaty shall continue to have effect for a period of twelve months after the relevant
provisions of the Tax Convention would otherwise have gone into effect. U.S. holders (as defined below) are
urged to consult their own tax advisors with respect to their eligibility for benefits under the Prior Treaty and the
Tax Convention.
Japanese tax law provides in general that if the Japanese statutory rate is lower than the maximum rate
applicable under tax treaties, conventions or agreements, the Japanese statutory rate shall be applicable. The rate
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of Japanese withholding tax applicable to dividends paid by us to non-resident holders is 7% for dividends to be
paid on or before March 31, 2008 and 15% thereafter, except for dividends paid to any individual non-resident
holder who holds 5% or more of our issued shares for which the applicable rate is 20%.
Non-resident holders of shares who are entitled to a reduced rate of Japanese withholding tax on payments
of dividends on the shares or ADSs by us are required to submit an Application Form for the Income Tax
Convention regarding Relief from Japanese Income Tax on Dividends in advance through us to the relevant tax
authority before the payment of dividends. A standing proxy for non-resident holders may provide this
application service for the non-resident holders. Non-resident holders who do not submit an application in
advance will generally be entitled to claim a refund from the relevant Japanese tax authority of withholding taxes
withheld in excess of the rate of an applicable tax treaty.
Gains derived from the sale or other disposition of shares or ADSs within or outside Japan by a non-resident
holder are not, in general, subject to Japanese income or corporation taxes or other Japanese taxes.
Any deposits or withdrawals of shares by a non-resident holder in exchange for ADSs are not subject to
Japanese income or corporation tax.
Japanese inheritance and gift taxes, at progressive rates, may be payable by an individual who has acquired
shares or ADSs as legatee, heir or donee, even if none of the individual, the decedent or the donor is a Japanese
resident.
U.S. Taxation
The following sets forth the material United States federal income tax consequences of the ownership of
shares and ADSs by a U.S. holder, as defined below. This summary is based on United States federal income tax
laws, including the United States Internal Revenue Code of 1986, or the Code, its legislative history, existing and
proposed Treasury regulations thereunder, published rulings and court decisions, and on the Tax Convention, all
of which are subject to change, possibly with retroactive effect.
The following summary is not a complete analysis or description of all potential United States federal
income tax consequences to a particular U.S. holder. It does not address all United States federal income tax
considerations that may be relevant to all categories of potential purchasers, certain of which (such as banks or
other financial institutions, insurance companies, dealers in securities, tax-exempt entities, non-U.S. persons,
persons holding a share or an ADS as part of a “straddle,” “hedge,” conversion or integrated transaction, holders
whose “functional currency” is not the US dollar, holders liable for alternative minimum tax and holders of 10%
or more of our voting shares) are subject to special tax treatment. This summary does not address any foreign,
state, local or other tax consequences of investments in our shares or ADSs.
This summary addresses only shares or ADSs that are held as capital assets within the meaning of Section
1221 of the Code.
As used herein, a “U.S. holder” is a beneficial owner of shares or ADSs, as the case may be, that is, for U.S.
federal income tax purposes:
•
•
•
•
a citizen or resident of the United States,
a corporation or other entity taxable as a corporation created or organized under the laws of the United
States or any political subdivision thereof,
an estate, the income of which is subject to U.S. federal income tax regardless of its source, or
a trust
•
•
the administration of which is subject to the supervision of a court within the United States and the
control of one or more United States persons as described in Section 7701(a)(30) of the Code; or
that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a
United States person.
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An “Eligible U.S. holder” is a U.S. holder that:
•
•
•
is a resident of the United States for purposes of the Prior Treaty or the Tax Convention, as applicable
from time to time,
does not maintain a permanent establishment or fixed base in Japan to which the shares or ADSs are
attributable and through which the U.S. holder carries on or has carried on business (or, in the case of an
individual, performs or has performed independent personal services), and
is otherwise eligible for benefits under the Prior Treaty or the Tax Convention, as applicable, with
respect to income and gain derived in connection with the shares or ADSs.
A “Non-U.S. holder” is any beneficial holder of shares or ADSs that is not a U.S. holder.
If a partnership holds shares or ADSs, the tax treatment of a partner will generally depend on the status of
the partner and the activities of the partnership. If you are a partner of a partnership holding shares or ADSs, you
should consult your tax advisor.
We urge U.S. holders to consult their own tax advisors concerning the United States federal, state and local
and other tax consequences to them of the purchase, ownership and disposition of shares or ADSs.
This summary is based in part on representations by the depositary and assumes that each obligation under
the deposit agreement and any related agreement will be performed in accordance with their respective terms.
For United States federal income tax purposes, holders of ADSs will be treated as the owners of the shares
represented by the ADSs. The U.S. Treasury has expressed concerns that parties to whom ADSs are pre-released
may be taking actions that are inconsistent with the claiming of foreign tax credits by U.S. holders of ADSs.
Accordingly, the discussion on the creditability of Japanese taxes described below could be affected by future
actions that may be taken by the U.S. Treasury.
Special adverse United States federal income tax rules apply if a U.S. holder holds shares or ADSs of a
company that is treated as a “passive foreign investment company” (a “PFIC”) for any taxable year during which
the U.S. holder held shares or ADSs. Based upon proposed Treasury regulations which are not yet in effect but
are proposed to become effective for taxable years beginning after December 31, 1994 or, for electing taxpayers,
for taxable years beginning after December 31, 1986, and upon certain management estimates, we do not expect
MUFG to be a PFIC for United States federal income tax purposes in the current year or in future years.
However, there can be no assurance that the described proposed regulations will be finalized in their current
form, and the determination of whether MUFG is a PFIC is based upon, among other things, the composition of
our income and assets and the value of our assets from time to time. U.S. holders should consult their own tax
advisors as to the potential application of the PFIC rules to their ownership and disposition of shares or ADSs.
Taxation of Dividends
U.S. holders will include the gross amount of any distribution received with respect to shares or ADSs
(before reduction for Japanese withholding taxes), to the extent paid out of the current or accumulated earnings
and profits (as determined for United States federal income tax purposes) of MUFG, as ordinary income in their
gross income. The amount of distribution of property other than cash will be the fair market value of such
property on the date of the distribution. Dividends received by a U.S. holder will not be eligible for the
“dividends-received deduction” allowed to United States corporations in respect of dividends received from other
United States corporations. To the extent that an amount received by a U.S. holder exceeds such holder’s
allocable share of our current earnings and profits, such excess will be applied first to reduce such holder’s tax
basis in its shares or ADSs, thereby increasing the amount of gain or decreasing the amount of loss recognized on
a subsequent disposition of the shares or ADSs. Then, to the extent such distribution exceeds such U.S. holder’s
tax basis, such excess will be treated as capital gain. The amount of the dividend will be the US dollar value of
the Japanese yen payments received. This value will be determined at the spot Japanese yen/US dollar rate on the
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date the dividend is received by the depositary in the case of U.S. holders of ADSs, or by the shareholder in the
case of U.S. holders of shares, regardless of whether the dividend payment is in fact converted into US dollars at
that time. If the Japanese yen received as a dividend are not converted into US dollars on the date of receipt, a
U.S. holder will have basis in such Japanese yen equal to their US dollar value on the date of receipt, and any
foreign currency gains or losses resulting from the conversion of the Japanese yen will generally be treated as
U.S. source ordinary income or loss.
Subject to certain limitations, the Japanese tax withheld will be creditable against the U.S. holder’s United
States federal income tax liability or may be claimed as a deduction from the U.S. holder’s federal adjusted gross
income provided that the U.S. holder elects to deduct all foreign taxes paid on the same taxable year. For foreign
tax credit limitation purposes, the dividend will be income from sources outside the United States. The limitation
on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this
purpose, dividends we pay will constitute “passive income” or, in the case of certain U.S. holders, “financial
services income.” The rules governing U.S. foreign tax credits are very complex and U.S. holders should consult
their tax advisors regarding the availability of foreign tax credits under their particular circumstances.
The Jobs and Growth Tax Relief Reconciliation Act of 2003 (the “Act”) affects the taxation of dividends.
The Act eliminates the tax rate difference between “qualified dividends” and capital gains for United States
individual investors. Qualified dividends include dividends received from both domestic corporations and
“qualified foreign corporations.” Qualified foreign corporations include those corporations eligible for the
benefits of a comprehensive income tax treaty with the U.S.; both the Prior Treaty and the Tax Convention are
such treaties. Dividends received by U.S. investors from a foreign corporation that was a PFIC in either the
taxable year of the distribution or the preceding taxable year are not qualified dividends. We believe that MUFG
is a qualified foreign corporation and that dividends received by U.S. investors with respect to shares or ADSs of
MUFG will be qualified dividends. Note that these provisions do not affect dividends received by Non-U.S.
holders.
Taxation of Capital Gains
Upon a sale or other disposition of shares or ADSs, a U.S. holder will recognize gain or loss in an amount
equal to the difference between the US dollar value of the amount realized and the U.S. holder’s tax basis,
determined in US dollars, in such shares or ADSs. Such gain or loss will be capital gain or loss and will be long-
term capital gain or loss if the U.S. holder’s holding period for such shares or ADSs exceeds one year. A U.S.
holder’s adjusted tax basis in its shares or ADSs will generally be the cost to the holder of such shares or ADSs.
Any such gain or loss realized by a U.S. holder upon disposal of the shares or ADSs will generally be income or
loss from sources within the United States for foreign tax credit limitation purposes.
Any deposits and/or withdrawals of shares made with respect to ADSs are not subject to United States
federal income tax.
Information Reporting and Backup Withholding
Dividends paid on shares or ADSs to a U.S. holder, or proceeds from a U.S. holder’s sale or other
disposition of shares or ADS, may be subject to information reporting requirements. Those dividends or proceeds
from sale or disposition may also be subject to backup withholding unless the U.S. holder:
•
•
is a corporation or comes within some other categories of exempt recipients, and, when required,
demonstrates this fact, or
provides a correct taxpayer identification number on a properly completed U.S. Internal Revenue
Service Form W-9 or substitute form, certifies that the U.S. holder is not subject to backup withholding,
and otherwise complies with applicable requirements of the backup withholding rules.
Any amount withheld under these rules will be creditable against the U.S. holder’s United States federal
income tax liability or refundable to the extent that it exceeds such liability if the U.S. holder provides the
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required information to the Internal Revenue Service. If a U.S. holder is required to and does not provide a
correct taxpayer identification number, the U.S. holder may be subject to penalties imposed by the Internal
Revenue Service. All holders should consult their tax advisors as to their qualification for the exemption from
backup withholding and the procedure for obtaining an exemption.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
We file periodic reports and other information with the SEC. You may read and copy any document that we
file 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 operation of its public reference rooms. 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 our SEC reports and
other information at the New York Stock Exchange, Inc., 11 Wall Street, New York, New York 10005. Some of
this information may also be found on our website at http://www.mufg.jp.
I. Subsidiary Information
Please refer to discussion under “Item 4.C. Information on the Company—Organizational Structure.”
Item 11. Quantitative and Qualitative Disclosures about Credit, Market and Other Risk.
Numerous changes in MUFG’s business environment have resulted from the deregulation and globalization
of finance, and the advancement of information technology. MUFG aims to be a global and comprehensive
financial group encompassing leading Japanese players in commercial and trust banking, and securities. Risk
management plays an increasingly important role as the risks faced by financial groups such as MUFG increase
in scope and variety.
MUFG identifies various risks arising from businesses based on uniform criteria, and implements integrated
risk management to ensure a stronger financial condition and to maximize shareholder value. Based on this
policy, MUFG identifies, measures, controls and monitors a wide variety of risks so as to achieve a stable
balance between earnings and risks. We enforce the risk management to create an appropriate capital structure
and to achieve optimal allocation of resources.
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Risk Classification
At the holding company level, MUFG broadly classifies and defines risk factors faced by the group. Group
companies perform more detailed risk management based on their respective operations.
Type of Risk
Credit Risk
Market Risk
Liquidity Risk
Definition
The risk of financial losses in credit assets (including off-balance sheet
instruments) caused by deterioration in the credit conditions of our counterparty.
This category includes country risk.
Market risk is the risk of financial losses where the value of our assets and
liabilities could be adversely affected by changes in market variables such as
interest rates, securities prices or foreign exchange rates. Market liquidity risk is
the risk of financial losses caused by the inability to secure market transactions at
the required volume or price levels as the result of market turbulence or a lack of
trading liquidity.
The risk of incurring losses if a poor financial position at a group company
hampers the ability to meet funding requirements, or necessitates fund procurement
at interest rates markedly higher than normal.
Operational Risk
The risk of losses resulting from inadequate or failed internal processes, people or
systems, or caused by external events.
• Operations Risk
The risk of losses caused by accidents, or by neglect or deliberate misconduct on
the part of executives or employees.
•
Information Asset
Risk
The risk of losses caused by the loss, alteration, falsification, wrongful use or
unauthorized disclosure of information, or to the destruction, interruption,
malfunction or improper use of information systems.
Risk Management System
MUFG has adopted an integrated risk management framework and promotes close cooperation among the
holding company and group companies. The holding company and major group companies each appoint chief
risk management officers and establish independent risk management divisions. At risk management committees,
our management members discuss and dynamically manage various types of risks from both qualitative and
quantitative perspectives. The Board of Directors determines risk management policies for various types of risk
based on the discussions held by these committees.
The holding company seeks to enhance group-wide risk identification; to integrate and improve the group’s
risk management framework and related methods; to maintain asset quality; and to eliminate concentrations of
specific risks. Group-wide risk management policy is determined at the holding company level, and each group
company implements and improves its own risk management framework. BTMU and MUTB have deliberated
plans to upgrade risk management systems in line with the requirements for major banks stipulated by the
Financial Services Agency of Japan (FSA) and have been constructing advanced risk management systems
compliant with the Basel II framework.
Business Continuity Management
Based on a clear critical response rationale and associated decision-making criteria, MUFG has developed
systems to ensure that operations are not interrupted or can be restored to normal quickly in the event of a natural
disaster or system failure, to minimize any disruption to customers and markets. A crisis management team
within the holding company is the central coordinating body in the event of any emergency. Based on
information collected from crisis management personnel at the major subsidiaries, this central body would assess
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the overall impact of a crisis on the group’s business and establish task forces that could implement all
countermeasures to restore full operations. MUFG has business continuity plans to maintain continuous
operational viability in the event of natural disasters, system failures and other types of emergencies. Regular
training drills are conducted to upgrade the practical effectiveness of these systems.
Credit Risk Management
Credit risk is the risk of losses due to deterioration in the financial condition of a borrower.
MUFG has established risk management systems to maintain asset quality, manage credit risk exposure and
achieve earnings commensurate with risk.
Our major subsidiary banks apply a uniform credit rating system for asset evaluation and assessment as well
as the quantitative measurement of credit risk. This system also underpins management of loan pricing and credit
portfolios.
Our major subsidiary banks continually seek to upgrade credit portfolio management (CPM) expertise to
achieve improved risk-adjusted return, based on the group’s credit portfolio status and flexible response
capability to economic and other external changes.
Credit Risk Management System
The credit portfolios of our major subsidiary banks are monitored and assessed on a regular basis to
maintain and improve asset quality. Uniform credit ratings as well as asset evaluation and assessment systems are
used to ensure timely and proper evaluation of all credit risks. Under the MUFG credit risk management
framework, each major subsidiary bank manages its respective credit risk on a consolidated and global basis,
while the holding company oversees and manages credit risk on an overall group-wide basis. The holding
company also convenes regular committee meetings to monitor credit risk management at major subsidiary banks
and to issue guidance where necessary.
At each major subsidiary bank, we have in place a system of checks and balances in which a credit
administration section that is independent of the business promotion sections screens individual transactions and
manages the extensions of credit. At the management level, regular meetings of credit and investment
management committees and related deliberative bodies ensure full discussion of important matters related to
credit risk management. Besides such checks and balances and internal oversight systems, credit examination
functions also undertake credit testing and evaluation to ensure appropriate credit risk management.
Management Framework for Major Subsidiary Banks
Board of Directors/Executive Committee
Credit & Investment Management Committee
/ related deliberative bodies
Monitoring by MUFG
Credit & Investment
Management Committee
Decisions regarding important matters
Delegation of authority
Discussion of important
matters
Transaction report
Credit administration
functions
Quantitative risk
monitoring
Regular report
Credit risk
management functions
Credit screening
and management
Business promotion
functions
Credit testing and evaluation
Credit examination functions
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Credit Rating System
Our major subsidiary banks introduced a unified criteria, an integrated credit rating system to evaluate credit
risk. This rating system underpins credit risk management across MUFG. The system classifies borrowers into 15
grades using probability of default rates as a common criterion, an approach that conforms to Basel II and is also
consistent with the borrower grades used in asset evaluation and assessment. We believe this credit rating system
is an objective framework that also incorporates timely market factors such as share prices and external ratings
where appropriate.
Country risk is evaluated and managed under a separate system. Our major subsidiary banks assign uniform
ratings for countries. These ratings are reviewed periodically to take into account relevant political and economic
factors, including foreign currency availability.
Definition of MUFG Borrower rating
Borrower
rating
1-2
3-5
6-8
9
Definition
Borrower capacity to meet financial obligations deemed high and stable
Borrower capacity to meet financial obligations deemed free of problems
Borrower capacity to meet short-term financial obligations deemed free of problems
Borrower capacity to meet financial obligations deemed slightly insufficient
10-12
Close monitoring of borrower required due to one or more of following conditions:
[1] Borrower who has problems meeting financial obligations (e.g. principal repayments or interest payments in arrears)
[2] Borrower whose business performance is poor or unsteady, or in an unfavorable financial condition
[3] Borrower who has problems with loan conditions (e.g. interest rates have been reduced or deferred)
10
11
12
13
14
15
Causes for concern identified in borrower’s business management necessitate ongoing monitoring, despite only minor
problems or significant ongoing improvement
Emergence of serious causes for concern in borrower’s business management signal need for caution in debt repayment due to
major problems or requiring protracted resolution
Borrower applicable to the definition of rating 10 or 11 and holds restructured loan, or borrower with loan contractually past
due 90 days or more due to particular reasons, such as an inheritance-related issue
Borrower where losses are expected due to major debt repayment problems (that is, although not yet bankrupt, borrower
deemed likely to become bankrupt due to financial difficulties and failure to make significant progress with restructuring
plans)
Although not legally or officially bankrupt, borrower in virtual bankruptcy due to serious financial difficulties, without any
realistic prospect of business recovery
Borrower legally or officially bankrupt and subject to specific procedures, such as legal liquidation/business suspension/
winding up of business/private liquidation
Asset Evaluation and Assessment System
The asset evaluation and assessment system classifies assets according to the probability of collection and
the risk of any impairment in value, based on the borrower grades consistent with the borrower ratings and status
of collateral or guarantees. The system enables MUFG to conduct write-offs and allocate allowances against any
credits in a timely and adequate manner.
Quantitative Analysis of Credit Risk
MUFG manages credit risk using a quantitative model to measure risks based on data such as credit amount,
probability of default and estimated recovery rates. This model also takes into account the correlation between
borrowers.
141
Portfolio Management
MUFG aims to achieve and maintain levels of earnings commensurate with credit risk exposure. Products
are priced to take into account expected losses, based on internal credit ratings.
Our major subsidiary banks assess and monitor loan amounts and credit exposure by credit rating, industry
and region. Portfolios are appropriately managed to limit concentrations of risk in specific categories by
establishing large exposure guideline.
To manage country risk, our major subsidiary banks have established specific credit ceilings by country.
These ceilings are reviewed when there is any material change in a country’s credit standing, in addition to
regular review.
Continuous CPM Improvement
Reflecting the growth in global markets for securitized products and credit derivatives, our major subsidiary
banks actively seek to supplement conventional CPM techniques with advanced methods based on the use of
such market-based instruments.
Through credit risk quantification and portfolio management, MUFG aims to improve the risk-return profile
of the group’s credit portfolio using financial markets to rebalance credit portfolios in a dynamic and active
manner, based on an accurate assessment of credit risk.
Credit Portfolio Management (CPM) Framework
Implementation of Basel II
Portfolio management
Risk quantification
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Quantitative monitoring of credit risk
Portfolio risk concentration checks
Market-based advanced CPM
Risk-based earnings management
Risk-based pricing management
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Asset evaluation and
assessment
Appropriate write-offs and
allowance
Risk Management of Strategic Equity Portfolio
Strategic equity investment risk is the risk of losses caused by a decline in the prices of equity investments
of MUFG.
Our major subsidiary banks use quantitative analysis to manage the risks associated with the portfolio of
equities held for strategic purposes. According to internal calculations, the market value of our strategically-held
listed stocks as of March 31, 2006 was subject to a variation of approximately ¥4.0 billion per point of movement
in the TOPIX index.
MUFG seeks to manage and reduce strategic equity portfolio risk based on such types of simulation. The
aim is to keep this risk at appropriate levels compared with Tier I capital while generating returns commensurate
with the degree of risk exposure.
142
Market Risk Management
Market risk is the risk that the value of our assets and liabilities could be adversely affected by changes in
market variables such as interest rates, securities prices, or foreign exchange rates.
Management of market risk at MUFG aims to control related risk exposure across the group while ensuring
that earnings are commensurate with levels of risk.
Market Risk Management System
Through its market risk management system, MUFG monitors overall market risk and coordinates important
matters at the holding company level, while major subsidiaries manage the market risks related to their own
trading and non-trading activities on a global consolidated basis.
At each of the major subsidiaries, checks and balances are maintained through a system in which back and
middle offices operate independently from front offices. In addition, ALM Committee, ALM Council Meetings and
Risk Management Meetings are held at BTMU, MUTB and MUS, respectively, every month to review important
matters related to market risk and control.
Major subsidiaries have established quantitative limits relating to market risk based on their allocated
economic capital. In addition, in order to keep losses within predetermined limits, major subsidiaries have
established stop-loss rules which set limits for the maximum amount of losses arising from market activities.
Management System at Major Subsidiaries
Board of Directors / Executive Committee
ALM Committee / ALM Council / Risk Management Meeting
Delegation of
authority
Trading result report
Report
Front Office
Quantitative risk monitoring
Confirmation of contracts and agreements
Middle Office
(Market risk management
departments)
Back Office
Market Risk Management and Control
At the holding company, VaR and other indicators of market risk exposure across the group, as well as
major subsidiaries’ control over their quantitative limits for market risk and stop loss are monitored, and reported
to the chief risk management officer on a daily basis. Various risk profiles are analyzed and evaluated through
stress tests and other means, and findings are reported to the executive committee and the corporate risk
management committee of the holding company.
The major subsidiaries set the quantitative limits for market risk and stop loss and their middle offices
monitor these limits on a daily basis. The middle office of the holding company monitors our major subsidiaries’
control over their limits and reports to its chief risk management officer on a daily basis as well. We also monitor
total loss levels on a consolidated basis.
143
In addition, with respect to the operation of each of the business units, each of the major subsidiaries
manages the market risks relating to our assets and liabilities, such as interest rate risk and exchange rate risk, by
entering into various hedging transactions using marketable securities and derivatives, including futures, options
and swaps. For a detailed discussion of the financial instruments employed as part of our risk management
strategy, see note 25 to our consolidated financial statements.
Market Risk Measurement Model
Market risks consist of general risks and specific risks. General market risks result from changes in entire
markets, while specific risks relate to changes in the prices of individual stocks and bonds which are independent
of the overall direction of the market.
To measure general market risks, MUFG uses the VaR method which estimates changes in the market value
of portfolios within a certain period by statistically analyzing past market data. MUFG uses VaR to monitor
market risks quantitatively on a daily basis, taking into account risk diversification effects among all of our
portfolios.
MUFG uses a historical simulation (HS) model in VaR risk calculation. Our VaR is based on 10-day
holding period, with a 99% confidence interval based on an observation period consisting of the preceding 701
business days. The HS model assumes that historical changes in market value are representative of future
changes and involves fewer assumptions about the distribution of portfolio losses than parameter-based
methodologies. Accordingly, it is capable of capturing certain statistically infrequent movements, e.g., a fat tail
and accounts for the characteristics of instruments with non-linear behavior.
The internal market risk model used by the holding company and the major subsidiaries has been verified by
external auditors as meeting the qualitative and quantitative criteria set forth in Section B of the January 1996
Amendment to the Capital Accord to Incorporate Market Risks and the Japanese Banking Law. We use the
historical simulation model to calculate our capital adequacy ratios.
MUFG also conducts stress testing and backtesting. Some market situations are extremely difficult to
predict and some events are statistically very infrequent. Stress testing uses scenarios that estimate the amount of
loss likely to be incurred by a portfolio in such situations or as a result of such events. Backtesting is a method
that verifies the reliability of risk-calculation models by retrospectively comparing estimates of risk with the
gains and losses produced by actual market movements.
Summaries of Market Risks (Fiscal Year Ended March 2006)
Trading activities
The VaR for MUFG’s total trading activities in the fiscal year ended March 31, 2006 are divided into three
separate periods to reflect the merger of the holding companies and trust banks in October 2005 and the merger
of the two commercial banks in January 2006. The former MTFG and UFJ group companies used different risk
measurement methods, and the pre-merger figures are based on these respective approaches. Hence, valid
year-on-year VaR comparisons can only be made between MUFG and surviving entities from MTFG.
The total amount of VaR for MUFG as of March 31, 2006 was ¥3.81 billion, of which the major component
was exposure to interest-rate risk (¥3.65 billion). Compared to the VaR for MTFG at March 31, 2005, although
overall market risk was lower and yen interest-rate risk exposure was significantly lower, exposures to US dollar
interest-rate risk and foreign exchange risk were both higher.
The average daily VaR (MUFG) in January–March 2006 (¥4.13 billion) was slightly higher compared to
that of MTFG in the year ended March 2005 (¥3.64 billion). This reflected an increase in interest-rate risk and
foreign exchange risk which was partially offset by a decrease in equity-related risk.
144
VaR for Trading Activities
Billions of Yen
April 1, 2004—March 31, 2005
Average Maximum Minimum Mar 31, 2005
MTFG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commodities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diversification Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
UFJ Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
UFJ Trust Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 3.64
3.08
2.36
1.01
1.49
0.79
0.05
(1.77)
1.5
0
¥12.77
13.02
12.24
2.24
2.73
3.11
0.13
—
3.5
0
¥1.87
1.27
0.66
0.45
0.32
0.51
0.02
—
0.5
0
¥ 6.06
6.83
6.47
0.78
0.38
0.51
0.04
(1.69)
2.4
0
Billions of Yen
April 1, 2005—Sep 30, 2005
Average Maximum Minimum Sep 30, 2005
MTFG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commodities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diversification Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
UFJ Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
UFJ Trust Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 7.69
7.76
6.99
0.70
1.16
0.55
0.11
(1.89)
2.5
0
¥15.39
15.14
14.39
1.77
2.46
4.04
0.25
—
3.2
0
¥2.53
2.17
1.24
0.25
0.20
0.23
0.01
—
1.5
0
¥ 4.11
4.04
3.36
0.50
0.94
0.25
0.12
(1.24)
1.8
0
Billions of Yen
October 1, 2005—December 31, 2005
Average Maximum Minimum Dec 31, 2005
MUFG (excluding UFJ Bank) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commodities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diversification Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 3.53
2.60
1.69
0.71
2.71
0.42
0.19
(2.38)
UFJ Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.2
¥ 5.36
4.11
3.48
1.20
4.62
1.07
0.36
—
1.9
¥2.25
2.00
1.02
0.39
0.99
0.27
0.12
—
0.6
¥ 2.29
2.11
1.38
1.03
1.86
0.27
0.13
(2.08)
0.7
January 1, 2006—March 31, 2006
Average Maximum Minimum Mar 31, 2006
MUFG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commodities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diversification Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 4.13
3.64
2.72
0.90
1.83
0.50
0.12
(1.97)
¥ 5.40
5.71
5.51
1.75
3.72
2.10
0.16
—
¥3.45
2.63
1.71
0.49
0.74
0.24
0.07
—
¥ 3.81
3.65
2.51
1.35
0.74
0.45
0.07
(1.10)
Billions of Yen
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Assumption for VaR calculations:
MTFG/MUFG
UFJ Bank
Historical simulation method
Holding period: 10 days
Confidence interval: 99%
Observation period: 701 business days
Historical simulation method
Holding period: 1 day
Confidence interval: 99%
Observation period: 750 trading days
UFJ Trust Bank Variance-covariance method
Holding period: 1 day
Confidence interval: 99%
Observation period: 2 years
Note: The maximum and minimum VaR overall and for various risk categories were taken from different days.
A simple summation of VaR by risk category is not equal to total VaR due to the effect of diversification.
The average daily VaR by quarter in the fiscal year ended March 31, 2006 was as follows.
Quarter
Daily average VaR
April—June 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
July—September 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
October—December 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
January—March 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 7.94 billion
¥ 7.45 billion
¥ 3.53 billion
¥ 4.13 billion
Note: These figures above were adjusted in order to facilitate the changes caused by the mergers of the holding
companies and of the trust banks in October 2005 as well as the merger of the two commercial banks in
January 2006.
The quantitative market risk figures from trading activities tend to fluctuate widely due to the market
sensitive nature of trading business. During the fiscal year ended March 31, 2006, the revenue from our trading
activities has been relatively stable, keeping positive numbers in 227 days out of 259 trading days in the period.
During the same period, there were 60 days with positive revenue exceeding ¥1 billion and 4 days with negative
revenue exceeding minus ¥1 billion.
Non-trading Activities
VaR for MUFG’s total non-trading activities as of March 31, 2006, excluding market risks related to our
strategic equity portfolio and measured using the same standard as used for trading activities, was ¥212.0 billion.
Market risks related to interest-rate risk equaled ¥188.4 billion. Equities-related risks equaled ¥99.6 billion.
Compared to the VaR for MTFG at March 31, 2005, the increase in overall market risk was ¥78.1 billion. Market
risks related to interest-rate risk rose by ¥60.4 billion. Equities-related risks rose by ¥44.8 billion.
Based on a simple summation of the figures across risk categories, interest rate risks accounted for
approximately 63% of our total non-trading activity market risks, consisting of interest-rate risk, foreign
exchange rate risk, equities risk and commodities risk.
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The average daily interest rate VaR by quarter in the fiscal year ended March 31,2006 was as follows.
Quarter
April—June 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
July—September 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
October—December 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
January—March 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Daily average VaR
¥ 151.43 billion
¥ 155.40 billion
¥ 170.65 billion
¥ 219.53 billion
Note: These figures above were adjusted in order to facilitate the changes caused by the mergers of the holding
companies and of the trust banks in October 2005 as well as the merger of the two commercial banks in
January 2006.
Comparing the proportion of each currency’s interest rate VaR to the total interest rate VaR as of March 31,
2006 against that of March 31, 2005, there were a 9% increase in Japanese yen from 39% to 48%, a decrease in
US dollar from 44% to 43%, and also a decrease in Euro from 16% to 8%.
Backtesting
We conduct backtesting in which estimated quantitative risks are compared with actual realized and
unrealized losses to verify the accuracy of our VaR measurement model. Actual losses never exceeded VaR in
our backtesting of trading days in the fiscal year ended March 31, 2006. This means that our VaR model
provided reasonably accurate measurements during the fiscal year ended March 31, 2006.
Stress Testing
We calculate, on a daily basis, the hypothetical losses of our current positions in each market sector,
applying the worst ten-day volatility recorded during the observation period of 701 business days. As of
March 31, 2006, the hypothetical losses calculated with this stress scenario were ¥4.5 billion in our trading
position and ¥246.3 billion in our non-trading position, compared to ¥4.9 billion and ¥157.6 billion, respectively,
as of March 31, 2005.
Capital Charges for Market Risk
The market risk regulations stipulated in the Basel Capital Accord require us to include the effects of market
risk in calculating capital adequacy ratios. Holding company and both subsidiary banks use an internal model
approach to calculate general market risk, and a standardized approach to calculate specific risk. In applying the
internal model approach, we are required to meet qualitative and quantitative criteria. Internal and external
examinations have demonstrated that our systems have been able to meet these strict requirements.
Liquidity Risk Management
Liquidity risk is the risk of incurring losses if a poor financial position at a group company hampers the
ability to meet funding requirements, or necessitates fund procurement at interest rates markedly higher than
normal.
Major subsidiaries maintain appropriate liquidity in both Japanese yen and foreign currencies. Major
subsidiaries manage the daily funding mechanism and the funding sources, such as liquidity gap, liquidity-
supplying products such as commitment lines and buffer assets.
In relation to its total liquidity risk, MUFG has established the following categories to assess group-wide
liquidity risks: Normal, With-Concern, and Critical. The front offices and risk management offices of our major
subsidiaries exchange information and data on cash flows even at the Normal stage. At higher alert stages, we
centralize information about liquidity risk and group-wide responses. We have also established a system for
liaison and consultation on funding in preparation for emergencies, such as natural disasters, wars and terrorist
attacks.
147
Operational Risk Management
Operational risk is the risk of losses caused by defective internal controls or by external factors.
Operational risk refers to the risk of losses caused either by internal factors (defective, inadequate or
erroneous operational systems or processes), systems failure or external factors such as a natural disaster or other
major emergency. The term includes a broad range of risks that could lead to losses, including operations risk,
information asset risk, legal and compliance risk, and tangible asset risk. As an inherent part of business
activities, such risks affect not only financial institutions but also other enterprises. Many examples of these risks
have come to light in the media in recent years. The Basel II international capital framework requires banks to
charge operational risks to capital, underlining the need to build and develop systems to manage such risk.
For appropriate operational risk identification, assessment and measurement, as well as monitoring and
control, we are developing a risk management system that includes loss data collection and monitoring, control
self-assessment (CSA), and measurement of operational risk.
Group subsidiaries have established internal standards on loss data collection and monitoring. Efforts are
focused on ensuring accurate assessment of the status of operational risk-related losses and the implementation of
appropriate countermeasures, while also building up databases on loss events.
MUFG has introduced CSA to promote internal self-improvement for any operational problems or related
risks discovered, depending on the gravity of the relevant issue. The CSA approach involves functional
representatives identifying problems or risks regarding individual internal processes to enable evaluation of the
impact and management status of risk-related issues. Measures to make improvements are then developed to
address any significant problems thus identified. In this way, CSA aims to strengthen autonomous risk
management capabilities through the work of the functional representatives.
Development of risk quantification methods involves not only actual loss data but constructed data based on
assessments of internal and external business environments as well as internal risk control status.
Operations Risk Management
Operations risk refers to the risk of losses that are attributable to the actions of executives or employees,
whether accidental or the result of neglect or deliberate misconduct. MUFG companies offer a wide range of
financial services, ranging from commercial banking products such as deposits, exchange services and loans to
trust and related services covering pensions, securities, real estate and securitization, as well as transfer agent
services. Cognizant of the potentially significant impact that operations risk-related events could have in terms
both of economic losses and damage to MUFG’s reputation, our major subsidiary banks are developing
management systems to create and apply appropriate operations risk-related controls.
Senior management receives regular reports on the status of MUFG businesses from an operations risk
management perspective. MUFG works to promote the sharing within the group of information and expertise
concerning any operational incidents and the measures implemented to prevent any reoccurrence.
Specific ongoing measures to reduce operations risk include the development of databases to manage,
analyze and prevent the reoccurrence of related loss events; efforts to tighten controls over administrative
procedures and related operating authority, while striving to improve human resources management; investments
in systems to boost the efficiency of administrative operations; and programs to expand and upgrade internal
auditing and operational guidance systems. Efforts to upgrade the management of operations risk continue with
the aim of providing MUFG customers with a variety of high-quality services.
Information Asset Risk Management
Information asset risk refers to the risk of losses caused by the loss or unauthorized disclosure of
information or by systems failure. In order to fulfill proper handling of information and prevent loss or
148
unauthorized disclosure of information, our major subsidiary banks are developing systems to manage and
reduce such risks through the appointment of managers with specific responsibilities for information security
issues, the establishment of internal rules and procedures, training courses targeting all staff and the
implementation of measures to ensure stable IT systems control. MUFG has also formulated the Personal
Information Protection Policy as the basis for ongoing programs to protect the confidentiality of personal
information.
Systems planning, development and operations include extensive testing phases to ensure that systems are
designed to help prevent failures while providing sufficient safeguards for the security of personal information.
The status of the development of any mission-critical IT systems is reported regularly through senior
management channels. MUFG has invested in systems for emergency countermeasures and has also built
extensive redundancy into the group’s IT infrastructure to minimize damage in the event of any system failure.
Emergency drills help to increase staff preparedness. With the aim of preventing any reoccurrence, MUFG also
works to promote sharing of information within the group related to the causes of any loss or unauthorized
disclosure of information or system failure.
Compliance
Basic Policy
An internal code of ethics outlines the behavior expected of executives and employees of MUFG group
companies to maintain full legal and regulatory compliance.
Ethical Framework
We, the directors and employees of MUFG, will comply with this Ethical Framework and Code of Conduct
as the basis of our daily work, seeking to put into practice the management philosophy of our global
comprehensive financial group and to build a corporate culture in which we act with integrity and fairness.
1. Establishment of trust
We will remain keenly aware of the group’s social responsibilities and public mission and will exercise care
and responsibility in the handling of customer and other information.
By conducting sound and appropriate business operations and disclosing corporate information in a timely
and appropriate manner we will seek to establish enduring public trust in the group.
2. Putting customers first
We will always consider our customers, and through close communication will endeavor to satisfy them and
gain their support by providing financial services that best meet their needs.
3. Strict observance of laws, regulations and internal rules
We will strictly observe applicable laws, regulations and internal rules, and will conduct our business in a
fair and trustworthy manner that conforms to societal norms. As a global comprehensive financial group we will
also respect internationally accepted standards.
4. Respect for human rights and the environment
We will respect the character and individuality of others, work to maintain harmony with society, and place
due importance on the protection of the global environment that belongs to all mankind.
5. Disavowal of anti-social elements
We will stand resolutely against any anti-social elements that threaten public order and safety.
149
Compliance Framework
Management and coordination of compliance-related matters is the responsibility of separate compliance
management divisions established at the holding company, BTMU, MUTB, and MUS. Each division formulates,
revises and oversees implementation of programs to ensure compliance with applicable laws, regulations and
internal rules.
Compilation, publication, revision and dissemination of compliance manuals form a major part of these
programs. The compliance management divisions also organize training courses and other activities to promote
greater internal awareness of compliance-related issues. The board of directors and executive committee of each
company receive regular reports concerning the status of compliance activities.
Each of the four companies listed above has also established an internal audit and compliance committee
where members from outside MUFG form a majority. To bolster the overall compliance framework, BTMU,
MUTB, and MUS have each established a compliance committee as an internal deliberative body to discuss key
related matters.
Note: BTMU also has a compliance special committee composed entirely of members from outside MUFG that
reports to its audit committee.
Holding Company (MUFG)
Board of Corporate Auditors
Board of Directors
Internal Audit and Compliance
Committee
Executive Committee
Internal reporting system
Compliance Management Division
(Coordinates compliance issues)
Consultation
and report
Guidance
and advice
Bank of Tokyo-Mitsubishi UFJ
Mitsubishi UFJ Trust and Banking
Mitsubishi UFJ Securities
Other Subsidiaries
Group Companies
Internal Reporting System and Accounting Auditing Hotline
The holding company, BTMU, MUTB, and MUS have established internal reporting systems that aim to
identify compliance issues early so that any problems can be quickly rectified. This system includes an
independent external compliance hotline.
In addition to these internal reporting systems, the holding company has also established an accounting
auditing hotline that provides a means to report any problems related to MUFG accounting.
Accounting Auditing Hotline
MUFG has set up an accounting auditing hotline to be used to make reports related to instances of improper
practices (violations of laws and regulations) and inappropriate practices, or of practices raising questions about
150
such impropriety or inappropriateness, regarding accounting and internal control or audits related to accounting
in Group companies. The reporting process works as follows, and may be carried out via letter or e-mail.
Hokusei Law Office
Address : Kojimachi 4-3-4, Chiyoda-ku, Tokyo
e-mail : MUFG-accounting-audit-hotline@hokusei-law.com
When reporting information please pay attention to the following :
•
Please include the name of the company concerned, and provide detailed information with respect to the
matter. Without detailed factual information there is a limit to how much our investigations can achieve.
• Anonymous information will be accepted.
• No information regarding the identity of the informant will be passed on to third parties without the
approval of the informant themselves. However, this excludes instances where disclosure is legally
mandated, or to the extent that the information is necessary for surveys or reports, when data may be
passed on following the removal of the informant’s name.
•
•
Please submit reports in either Japanese or English.
If the informant wishes, we will endeavor to report back to the informant on the response taken within a
reasonable period of time following the receipt of specific information, but cannot promise to do so in
all instances.
Internal Audit
The Role of Internal Audit
Internal audit functions within MUFG seek to provide independent verification of the adequacy and
effectiveness of internal control systems. This includes monitoring the status of risk management and compliance
systems, which are critical to the maintenance of sound and appropriate business operations. Internal audit results
are reported to senior management. An additional role for internal audit is to make suggestions to help improve
or rectify any issues or specific problems that are identified.
Group Internal Audit Framework
The board of directors at the holding company level has instituted MUFG’s internal audit policy to define
the mission, goals, function and organizational position of internal audits. Separate divisions have been created
within the holding company and the major group subsidiaries (the Internal Audit Division at the holding
company, the Internal Audit & Credit Examination Division at BTMU and the Audit Division at MUTB, and the
Internal Audit Division and Inspections Division at MUS) to conduct internal audits based on this policy. These
divisions perform the core internal audit functions of the group. Through close cooperation and collaboration
between the divisions in each of the four companies, these internal audit divisions provide coverage for the entire
group and also support the board of directors in monitoring and overseeing all MUFG operations.
The boards of directors of BTMU, MUTB and MUS have also formulated separate internal audit policies
consistent with MUFG’s internal audit policy. This arrangement ensures that a consistent and integrated internal
audit framework applies to all MUFG operations, including subsidiaries of the major group subsidiaries.
In addition to having primary responsibility for initiating and preparing plans and proposals related to
internal audits of the entire group, the Internal Audit Division at the holding company monitors, and as
necessary, guides, advises and administers the internal audit divisions of subsidiaries and affiliated companies.
The internal audit divisions within the major subsidiaries conduct audits of the respective head office and branch
151
operations of these companies. In addition, each of these three divisions undertakes direct audits of their
respective subsidiaries, and monitors and oversees the separate internal audit functions established within them.
This helps to evaluate and verify the adequacy and effectiveness of internal controls within MUFG on a
consolidated basis.
Implementing Efficient and Effective Internal Audits
To ensure that internal audit processes use available resources with optimal efficiency and effectiveness, the
internal audit divisions implement risk-focused internal audits in which the nature and magnitude of the
associated risks are considered in determining audit priorities and the frequency and depth of internal audit
activities. The internal audit divisions ensure that audit personnel attend key meetings, collect important internal
control documents and access databases to facilitate efficient off-site monitoring.
Measures to Enhance Internal Audit Independence and Supervision by the Boards of Directors
To strengthen the respective boards of directors’ monitoring and supervision of operational execution status
and to enhance the independence of the internal audit divisions, the holding company, BTMU, MUTB and MUS
have established internal audit and compliance committees that are chaired by external directors. These
committees receive direct reports from the internal audit divisions on important internal audit-related matters,
including the results of all internal audits and internal auditing plans requiring board approval. The deliberations
of the audit committees concerning such matters are then reported to the respective boards of directors. This
structure enhances the independence of internal audit functions from functions responsible for business
execution.
Item 12. Description of Securities Other than Equity Securities.
Not applicable.
152
Item 13. Defaults, Dividend Arrearages and Delinquencies.
None.
PART II
Item 14. Material Modifications of the Rights of Security Holders and Use of Proceeds.
None.
Item 15. Controls and Procedures.
An evaluation was carried out under the supervision and with the participation of our management,
including the Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, of the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this Annual Report. In connection with
that evaluation, our CEO and CFO considered the issues identified by our independent registered public
accounting firm as more fully discussed below, and concluded that our disclosure controls and procedures were
ineffective as of March 31, 2006, the end of our latest fiscal year, solely for the reasons described below.
For purposes of our SEC reporting obligations, we prepare our US GAAP consolidated financial
information by converting our statutory financial statements, which are prepared in accordance with Japanese
GAAP, into US GAAP by recording adjusting entries, utilizing information collected within or outside of our
organization. During the fiscal year ended March 31, 2006, we completed the business combination with the
UFJ group. The business combination increased the complexity and volume of our business and resulted in
significant changes in our organization. These changes have, in turn, made the US GAAP conversion processes
more difficult and triggered more errors in the initial US GAAP adjusting journal entries for the fiscal year ended
March 31, 2006 than in prior reporting periods, resulting in the aggregate amount of erroneous initial entries to
reach a material level. Deloitte Touche Tohmatsu, our independent registered public accounting firm, reported to
our Board of Corporate Auditors and management that they had identified errors in the initial US GAAP
adjusting journal entries and concluded that those errors indicate material weaknesses in control activities, risk
assessment, and monitoring activities in the US GAAP conversion processes. Management performed additional
review procedures with respect to the US GAAP adjusting journal entries after Deloitte Touche Tohmatsu
initially identified the errors, and reflected the results of such procedures in our consolidated financial statements
prior to their inclusion in this Annual Report. In addition, we continued to conduct our follow-up inspection
efforts until the timing of this filing so as to reduce errors in the adjusting journal entries. However, management
assessed by itself the auditor’s findings in connection with the errors in the initial US GAAP adjusting journal
entries and concluded that there were material weaknesses in our internal control over financial reporting with
respect to the US GAAP conversion processes. We are in the process of adopting and implementing remedial
measures designed to address these issues by allocating additional resources to, conducting further risk
assessments for and increasing the level of review and oversight over, our US GAAP financial reporting. We
expect to have the material remedial measures in place by March 2007 to address the issues identified by Deloitte
Touche Tohmatsu.
Although Deloitte Touche Tohmatsu reported certain material weaknesses in our internal control over
financial reporting under US GAAP, Deloitte Touche Tohmatsu has expressed an unqualified opinion in its
report included in this Annual Report with respect to our consolidated financial statements as of March 31, 2005
and 2006 and for fiscal years ended March 31, 2004, 2005, and 2006.
During the period covered by this Annual Report, we have one notable change in internal controls that could
materially affect, or is reasonably likely to materially affect, the internal controls. After the merger with the UFJ
group, we expanded and applied our existing internal controls over financial reporting to those of UFJ group’s
businesses and operations that were integrated in the merger. Some operations that are still in the integration
process will continue to utilize two different operational flows with different internal controls until the
completion of the full-scale systems integration currently expected in 2008.
153
Item 16A. Audit Committee Financial Expert.
Our board of corporate auditors has determined that Mr. Tsutomu Takasuka is an “audit committee financial
expert” as defined in Item 16A of Form 20-F. Mr. Takasuka, a corporate auditor, has spent most of his business
career auditing Japanese corporations as a certified public accountant and has been a professor at Bunkyo
University since April 2004.
Item 16B. Code of Ethics.
We have adopted a code of ethics, which constitutes internal rules named ethical framework and code of
conduct, compliance rules and a compliance manual, each of which applies to our principal executive officer,
principal financial officer, principal accounting officer and persons performing similar functions.
Our compliance rules set forth the necessity of adherence to our ethical framework and code of conduct by our
directors, executive officers and employees. These rules also set forth the roles and responsibilities of our
employees, compliance officers, Compliance Division and others in the event of a breach of the compliance rules.
Our compliance manual was created to identify, and to promote compliance by our directors, executive
officers and employees with, the relevant laws and regulations in conjunction with our ethical framework and
code of conduct and compliance rules. This manual also sets forth the procedures regarding the handling of
conflicts of interest for our directors and the promotion of conduct that meets our ethical framework and code of
conduct and compliance rules for employees.
A copy of the sections of our ethical framework and code of conduct, compliance rules, compliance manual,
and rules of employment relating to the “code of ethics” (as defined in paragraph (b) of Item 16B. of Form 20-F)
is attached as Exhibit (11) to this Annual Report. Though the above internal rules were enacted in October 2005
due to the merger with UFJ Holdings, the contents are materially the same as the code of ethics adopted by
MTFG prior to the merger. No waivers of the ethical framework and code of conduct, compliance rules,
compliance manual and rules of employment have been granted to our principal executive officer, principal
financial officer, principal accounting officer, directors and corporate auditors, during the fiscal year ended
March 31, 2006.
Item 16C. Principal Accountant Fees and Services.
Fees and Services of Deloitte Touche Tohmatsu
The aggregate fees billed by Deloitte Touche Tohmatsu, our independent auditor, for the fiscal years ended
March 31, 2005 and 2006 are presented in the following table:
Audit fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Audit-related fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All other fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2005
2006
(in millions)
¥2,029
1,685
168
111
¥3,666
570
202
314
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥3,993
¥4,752
The description of our fees billed for each categories described above is as follows:
Audit fees—Audit fees are primarily for annual audit of our financial statements, review of our semi-annual
condensed financial statements, statutory audit of our financial statements and audits of our subsidiary financial
statements. Audit fees for the fiscal year ended March 31, 2005 also include fees billed for issuance of consent
letters on our registration statements on Form F-4 in connection with the management integration with the UFJ
group. Audit fees for the fiscal year ended March 31, 2006 increased due to the expansion in our scale of
business resulting from the merger with UFJ Holdings.
154
Audit-related fees—Audit-related fees primarily include accounting consultations, agreed upon procedures
on internal controls, employee benefit plan audit and advisory services relating to the implementation of Section
404 of the Sarbanes-Oxley Act. Audit-related fees for the fiscal year ended March 31, 2005 also include due
diligence services related to the management integration with the UFJ group. Audit-related fees decreased for the
fiscal year ended March 31, 2006.
Tax fees—Tax fees relate primarily to tax compliance, including assistance with preparation of tax return
filings, tax advisory and tax planning services.
All other fees—All other fees primarily include agreed upon procedures related to advice on operational risk
management, and to operational audits of our overseas branches.
Pre-Approval Policies and Procedures for Services by Deloitte Touche Tohmatsu
Our board of corporate auditors performs the pre-approval function required by applicable SEC rules and
regulations. Effective May 1, 2003, our board of corporate auditors has established pre-approval policies and
procedures that MUFG and its subsidiaries must follow before engaging Deloitte Touche Tohmatsu to perform
audit and permitted non-audit services.
When MUFG or a subsidiary intends to engage Deloitte Touche Tohmatsu to perform audit and permitted
non-audit services, it must make an application for pre-approval on either a periodic or case-by-case basis.
•
Periodic application is an application for pre-approval made each fiscal year for services that are
expected to be provided by Deloitte Touche Tohmatsu during the next fiscal year.
• Case-by-case application is an application for pre-approval made on a case-by-case basis for services to
be provided by Deloitte Touche Tohmatsu that are not otherwise covered by the relevant periodic
application.
Pre-approval is resolved in principle by our board of corporate auditors prior to engagement, although if
necessary a full-time corporate auditor may consider any case-by-case application for pre-approval on behalf of
the board of corporate auditors prior to the next scheduled board meeting. Such decisions made individually by a
full-time corporate auditor are reported to and ratified by the board of corporate auditors as appropriate at the
next scheduled board meeting.
For the fiscal year ended March 31, 2005, approximately 0.02% of total audit-related fees, 4.3% of total tax
fees and 3.8% of total all other fees were approved by the board of corporate auditors pursuant to Regulation S-X
2-01(c)(7)(ii)(c). For the fiscal year ended March 31, 2006, approximately 0.4% of total tax fees and 0.6% of
total all other fees were approved by the board of corporate auditors pursuant to Regulation S-X 2-01(c)(7)(ii)(c).
Item 16D. Exemptions From the Listing Standards for Audit Committees.
In reliance upon the general exemption contained in Rule 10A-3(c)(3) under the U.S. Securities Exchange
Act of 1934, MUFG does not have an audit committee. Rule 10A-3 provides an exemption from the NYSE’s
listing standards relating to audit committees for foreign companies like MUFG that have a board of corporate
auditors established pursuant to applicable Japanese law and its articles of incorporation. MUFG’s reliance on
Rule 10A-3(c)(3) does not, in its opinion, materially adversely affect the ability of its board of corporate auditors
to act independently and to satisfy the other requirements of Rule 10A-3.
155
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
Issuer Purchases of Common Shares:
Total Number of
Shares Purchased
Average Price
Paid per Share (¥)
April 1 to April 30, 2005 . . . . . . . . . . . . . . . . . .
May 1 to May 31, 2005 . . . . . . . . . . . . . . . . . . .
June 1 to June 30, 2005 . . . . . . . . . . . . . . . . . . .
July 1 to July 31, 2005 . . . . . . . . . . . . . . . . . . .
August 1 to August 31, 2005 . . . . . . . . . . . . . .
September 1 to September 30, 2005 . . . . . . . . .
October 1 to October 31, 2005 . . . . . . . . . . . . .
November 1 to November 30, 2005 . . . . . . . . .
December 1 to December 31, 2005 . . . . . . . . . .
January 1 to January 31, 2006 . . . . . . . . . . . . . .
February 1 to February 28, 2006 . . . . . . . . . . . .
March 1 to March 31, 2006 . . . . . . . . . . . . . . . .
43.38
28.13
50.36
80.33
143.37
148.69
257,263.69
1,167.85
121,959.06
867.29
848.71
120,775.74
936,940.76
903,595.81
926,011.52
933,556.21
1,052,239.17
1,159,503.67
1,400,054.92
1,544,238.22
1,628,857.42
1,583,361.27
1,650,586.42
1,749,658.33
Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
Maximum
Number of
Shares that
May Yet Be
Purchased
Under the
Plans or
Programs
—
—
—
—
—
—
—
—
—
—
—
—
256,159.00
262,500.00
—
—
117,969.00
128,834.00
—
—
—
—
120,000.00
120,000.00
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
503,376.60
1,540,083.49
494,128.00
511,334.00
We have not made any purchases of our shares other than the above for the fiscal year ended March 31, 2006.
Notes:
1. A total of 9,248.6 shares were purchased other than through a publicly announced plan or program during
the fiscal year ended March 31, 2006, due to our purchase of fractional shares from registered holders of
fractional shares at the current market price of those shares.
2. During the fiscal year ended March 31, 2006, the following share repurchase plans or programs were
publicly announced.
Name of plan
Date of
announcement
Amount/Shares
Approved
Repurchase of own shares through
October 4, 2005
ToSTNeT-2
Same as above
December 6, 2005
Same as above
February 28, 2006
Up to 262,500 shares
Up to ¥367.5 billion
Up to 128,834 shares
Up to ¥210 billion
Up to 120,000 shares
Up to ¥210 billion
Expiration date
October 5, 2005
December 7, 2005
March 1, 2006
156
Item 17. Financial Statements.
In lieu of responding to this item, we have responded to Item 18 of this Annual Report.
PART III
Item 18. Financial Statements.
The information required by this item is set forth in our consolidated financial statements starting on page
F-1 of this Annual Report.
Item 19. Exhibits.
Exhibit
Description
1(a)
1(b)
1(c)
1(d)
2(a)
2(b)
2(c)
4(a)
Articles of Incorporation of Mitsubishi UFJ Financial Group, Inc., as amended on June 29, 2006.
(English Translation)
Corporation Meetings Regulations of Mitsubishi UFJ Financial Group, Inc., as amended on July 31,
2006. (English Translation)
Board of Directors Regulations of Mitsubishi UFJ Financial Group, Inc., as amended on July 29,
2006. (English Translation)
Share Handling Regulations of Mitsubishi UFJ Financial Group, Inc., as amended on June 29, 2006.
(English Translation)
Form of stock certificates.
Form of American Depositary Receipt.
Form of Deposit Agreement, amended and restated as of December 22, 2004, among Mitsubishi
Tokyo Financial Group, Inc. (subsequently renamed Mitsubishi UFJ Financial Group, Inc.), The Bank
of New York and the holders from time to time of American Depositary Receipts issued thereunder.
Integration Agreement, dated February 18, 2005, and the amendment thereto, dated April 20, 2005,
among Mitsubishi Tokyo Financial Group, Inc., The Bank of Tokyo-Mitsubishi, Ltd., The Mitsubishi
Trust and Banking Corporation, Mitsubishi Securities Co., Ltd., UFJ Holdings, Inc., UFJ Bank
Limited, UFJ Trust Bank Limited and UFJ Tsubasa Securities Co., Ltd. (English Translation)*
4(b) Merger Agreement, dated April 20, 2005, between Mitsubishi Tokyo Financial Group, Inc., and UFJ
Holdings, Inc. (English Translation)**
8
11
12
13
Subsidiaries of the Company—see “Item 4.C. Information on the Company—Organizational
Structure.”
Ethical framework and code of conduct, compliance rules, compliance manual of Mitsubishi UFJ
Financial Group, Inc. applicable to its directors and managing officers, including its principal
executive officer, principal financial officer, principal accounting officer or controller, or persons
performing similar functions. (English translation of relevant sections)
Certifications required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR
240.15d-14(a)).
Certifications required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR
240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C.
1350).
15
Consent of Auditors.
*
**
Incorporated by reference from Annex A to the final Prospectus filed pursuant to Rule 424(b)(3) and
relating to the Registration Statement on Form F-4 (Reg. No. 333-123136).
Incorporated by reference from Annex B to the final Prospectus filed pursuant to Rule 424(b)(3) and
relating to the Registration Statement on Form F-4 (Reg. No. 333-123136).
157
SELECTED STATISTICAL DATA
Due to close integration of our foreign and domestic activities, it is difficult to make a precise determination
of the assets, liabilities, income and expenses of our foreign operations. The foreign operations as presented
include the business conducted by overseas subsidiaries and branches, and the international business conducted
by the several international banking related divisions headquartered in Japan. Our management believes that the
results appropriately represent our domestic and foreign activities.
During the fiscal year ended March 31, 2003, the Bank of Japan changed its industry segment loan
classification. Such change primarily includes the introduction of a new “Communication and information
services” category. Due to the introduction of the new category, certain businesses previously included in
“Manufacturing,” “Services” and “Other” industries were reclassified into “Communication and information
services.” This change is expected to provide a more suitable and detailed description of the loan portfolio. In
response to the change, we modified our loan reporting system. For comparative purposes, we provide the loan
information by industry segment as of March 31, 2003, 2004, 2005 and 2006, including III. Loan Portfolio and
IV. Summary of Loan Loss Experience, based on both the old and new industry segment classifications.
On October 1, 2005, Mitsubishi Tokyo Financial Group, Inc., or MTFG, merged with UFJ Holdings, Inc., or
UFJ Holdings, with MTFG being the surviving entity. Upon consummation of the merger, MTFG changed its
name to Mitsubishi UFJ Financial Group, Inc., or MUFG. The merger was accounted for under the purchase
method of accounting, and the assets and liabilities of ex-UFJ Holdings and its subsidiaries were recorded at fair
value as of October 1, 2005. Therefore, numbers as of and for the fiscal years ended March 31, 2002, 2003, 2004
and 2005 reflect the financial position and results of ex-MTFG and its subsidiaries, or the ex-MTFG Group, only.
Numbers as of March 31, 2006 reflect the financial position of MUFG and its subsidiaries, or the MUFG Group,
while numbers for the fiscal year ended March 31, 2006 comprised the results of the ex-MTFG Group for the six
months ended September 30, 2005 and the results of the MUFG Group from October 1, 2005 to March 31, 2006.
See note 2 to our consolidated financial statements for more information.
In the fiscal year ended March 31, 2006, the international correspondent banking operations of
UnionBanCal Corporation, our U.S. subsidiary, were discontinued and certain figures in prior fiscal years were
reclassified to discontinued operations to conform to the presentation for the fiscal year ended March 31, 2006.
A-1
I. Distribution of Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential
Average Balance Sheets, Interest and Average Rates
The following table shows our average balances, interest and average interest rates for the fiscal years ended
March 31, 2004, 2005 and 2006. Average balances are generally based on a daily average while a month-end
average is used for certain average balances when it is not practicable to obtain applicable daily averages. The
average balances determined by such methods are considered to be representative of our operations.
Fiscal years ended March 31,
2004
2005
2006
Average
balance
Interest
income
Average
rate
Average
balance
Interest
income
Average
rate
Average
balance
Interest
income
Average
rate
(in millions, except percentages)
Assets:
Interest-earning assets:
Interest-earning deposits in
other banks:
Domestic . . . . . . . . . . . . . ¥
Foreign . . . . . . . . . . . . . .
314,527 ¥
2,781,890
4,070
43,595
1.29% ¥
1.57
Total
. . . . . . . . . . . . . .
3,096,417
47,665
1.54
Call loans, funds sold, and
receivables under resale
agreements and securities
borrowing transactions:
Domestic . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . .
3,436,564
2,392,079
Total
. . . . . . . . . . . . . .
5,828,643
Trading account assets:
Domestic . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . .
5,455,464
555,837
Total
. . . . . . . . . . . . . .
6,011,301
Investment securities(1):
Domestic . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . .
18,989,235
7,951,162
Total
. . . . . . . . . . . . . .
26,940,397
Loans(2):
Domestic . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . .
39,324,856
9,451,881
Total
. . . . . . . . . . . . . .
48,776,737
3,130
38,145
41,275
23,005
5,446
28,451
111,761
270,497
382,258
572,123
346,130
918,253
Total interest-earning assets:
Domestic . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . .
67,520,646
23,132,849
714,089
703,813
Total
. . . . . . . . . . . . . .
90,653,495
1,417,902
0.09
1.59
0.71
0.42
0.98
0.47
0.59
3.40
1.42
1.45
3.66
1.88
1.06
3.04
1.56
311,260 ¥
3,032,139
3,343,399
6,113
60,150
1.96% ¥
1.98
465,293 ¥
4,269,326
6,559
140,013
1.41%
3.28
66,263
1.98
4,734,619
146,572
3.10
3,578,564
2,476,391
6,054,955
5,177,032
687,253
5,864,285
25,977,919
7,261,113
33,239,032
41,379,763
9,400,709
50,780,472
3,284
48,694
51,978
25,780
5,049
30,829
125,080
245,486
370,566
577,078
341,987
919,065
76,424,538
22,857,605
737,335
701,366
99,282,143
1,438,701
0.09
1.97
0.86
0.50
0.73
0.53
0.48
3.38
1.11
1.39
3.64
1.81
0.96
3.07
1.45
4,369,464
3,016,957
7,386,421
5,374,674
1,931,499
7,306,173
10,399
73,190
83,589
41,808
15,596
57,404
34,280,534
8,760,844
43,041,378
182,490
332,580
515,070
60,452,898
12,463,840
1,118,072
609,975
72,916,738
1,728,047
104,942,863
30,442,466
1,359,328
1,171,354
135,385,329
2,530,682
0.24
2.43
1.13
0.78
0.81
0.79
0.53
3.80
1.20
1.85
4.89
2.37
1.30
3.85
1.87
Non-interest-earning assets:
Cash and due from banks . .
Other non-interest-earning
assets . . . . . . . . . . . . . . . .
Allowance for credit
4,207,610
8,936,399
losses . . . . . . . . . . . . . . . .
(1,210,945)
Total non-interest-
earning assets . . . . .
11,933,064
Total assets from
discontinued operations . .
241,291
Total assets . . . . . . . . . . . . . . . ¥102,827,850
4,652,675
7,516,846
(846,055)
11,323,466
223,797
¥110,829,406
7,672,359
17,259,898
(1,178,954)
23,753,303
209,137
¥159,347,769
Notes:
(1) Tax-exempt income of tax-exempt investment securities has not been calculated on a tax equivalent basis because the effect of such
calculation would not be material.
(2) Average balances on loans outstanding include all nonaccrual and restructured loans. See “III. Loan Portfolio.” The amortized portion of
net loan origination fees (costs) is included in interest income on loans, representing an adjustment to the yields with insignificant impact.
A-2
Fiscal years ended March 31,
2004
2005
2006
Average
balance
Interest
expense
Average
rate
Average
balance
Interest
expense
Average
rate
Average
balance
Interest
expense
Average
rate
(in millions, except percentages)
Liabilities and shareholders’
equity:
Interest-bearing liabilities:
Deposits:
Domestic . . . . . . . . . . . . . . . ¥ 52,741,521 ¥ 67,115
110,410
Foreign . . . . . . . . . . . . . . . .
8,768,479
0.13% ¥ 53,201,971 ¥ 74,960
144,783
9,625,636
1.26
0.14% ¥ 70,349,797 ¥ 131,127
318,271
1.50
11,868,158
0.19%
2.68
Total
. . . . . . . . . . . . . . . .
61,510,000
177,525
Debentures—Domestic . . . . . .
498,518
4,035
0.29
0.81
62,827,607
219,743
68,296
351
0.35
0.51
82,217,955
449,398
0.55
—
—
—
Call money, funds purchased,
and payables under
repurchase agreements and
securities lending
transactions:
Domestic . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . .
6,729,173
4,199,303
Total
. . . . . . . . . . . . . . . .
10,928,476
Due to trust account—
20,792
62,814
83,606
0.31
1.50
0.77
7,565,432
3,143,399
10,708,831
31,005
50,187
81,192
0.41
1.60
0.76
8,185,487
3,239,643
87,839
81,124
11,425,130
168,963
1.07
2.50
1.48
Domestic . . . . . . . . . . . . . . .
1,326,313
4,950
0.37
1,349,118
3,887
0.29
2,099,745
5,091
0.24
Other short-term borrowings
and trading account
liabilities:
Domestic . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . .
4,536,380
558,812
Total
. . . . . . . . . . . . . . . .
5,095,192
26,997
7,284
34,281
Long-term debt:
Domestic . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . .
4,319,231
1,182,522
93,891
26,874
Total
. . . . . . . . . . . . . . . .
5,501,753
120,765
Total interest-bearing liabilities:
Domestic . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . .
70,151,136
14,709,116
217,780
207,382
Total
. . . . . . . . . . . . . . . .
84,860,252
425,162
0.60
1.30
0.67
2.17
2.27
2.20
0.31
1.41
0.50
Non-interest-bearing
liabilities . . . . . . . . . . . . . . . . .
14,483,997
Total liabilities from
discontinued operations . . . .
193,818
Total shareholders’ equity . . . .
3,289,783
Total liabilities and
10,410,410
1,318,950
11,729,360
29,826
24,215
54,041
4,600,095
943,511
91,519
18,873
5,543,606
110,392
77,195,322
15,031,496
231,548
238,058
92,226,818
469,606
0.29
1.84
0.46
1.99
2.00
1.99
0.30
1.58
0.51
14,510,485
212,059
3,880,044
0.42
3.20
0.82
1.37
2.25
1.59
0.37
2.65
0.75
10,810,548
1,822,046
45,625
58,329
12,632,594
103,954
100,626
54,037
154,663
370,308
511,761
882,069
7,343,305
2,401,456
9,744,761
98,788,882
19,331,303
118,120,185
33,967,457
153,217
7,106,910
shareholders’ equity . . . . . . . ¥102,827,850
¥110,829,406
¥159,347,769
Net interest income and
interest rate spread . . . . . . . .
Net interest income as a
percentage of total interest-
earning assets . . . . . . . . . . . . .
¥992,740
1.06%
¥969,095
0.94%
¥1,648,613
1.12%
1.10%
0.98%
1.22%
The percentage of total average assets attributable to foreign activities was 27.0%, 23.7% and 22.5%,
respectively, for the fiscal years ended March 31, 2004, 2005 and 2006.
The percentage of total average liabilities attributable to foreign activities was 27.8%, 24.6% and 23.2%,
respectively, for the fiscal years ended March 31, 2004, 2005 and 2006.
A-3
Analysis of Net Interest Income
The following table shows changes in our net interest income between changes in volume and changes in
rate for the fiscal year ended March 31, 2005 compared to the fiscal year ended March 31, 2004 and the fiscal
year ended March 31, 2006 compared to the fiscal year ended March 31, 2005.
Fiscal year ended March 31, 2004
versus
fiscal year ended March 31, 2005
Fiscal year ended March 31, 2005
versus
fiscal year ended March 31, 2006
Increase (decrease)
due to changes in
Increase (decrease)
due to changes in
Volume(1)
Rate(1)
Net change
Volume(1)
Rate(1)
Net change
(in millions)
Interest income:
Interest-earning deposits in other
banks:
Domestic . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . .
¥
(42) ¥ 2,085
12,370
4,185
¥ 2,043
16,555
Total . . . . . . . . . . . . . . .
4,143
14,455
18,598
¥
2,171
30,706
32,877
¥ (1,725)
49,157
¥
47,432
446
79,863
80,309
Call loans, funds sold, and
receivables under resale
agreements and securities
borrowing transactions:
Domestic . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . .
130
1,386
1,516
24
9,163
9,187
Trading account assets:
Domestic . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . .
(1,174)
965
3,949
(1,362)
Total . . . . . . . . . . . . . . .
(209)
2,587
154
10,549
10,703
2,775
(397)
2,378
Investment securities(2):
Domestic . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . .
33,650
(23,466)
(20,331)
(1,545)
13,319
(25,011)
Total . . . . . . . . . . . . . . .
10,184
(21,876)
(11,692)
867
11,829
12,696
1,019
10,000
11,019
43,150
54,609
97,759
6,248
12,667
18,915
15,009
547
15,556
14,260
32,485
46,745
Loans:
Domestic . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . .
28,658
(1,867)
(23,703)
(2,276)
4,955
(4,143)
316,800
130,114
224,194
137,874
Total . . . . . . . . . . . . . . .
26,791
(25,979)
812
446,914
362,068
7,115
24,496
31,611
16,028
10,547
26,575
57,410
87,094
144,504
540,994
267,988
808,982
Total interest income:
Domestic . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . .
61,222
(18,797)
(37,976)
16,350
23,246
(2,447)
364,007
237,258
257,986
232,730
621,993
469,988
Total
. . . . . . . . . . . . . .
¥ 42,425
¥(21,626)
¥ 20,799
¥601,265
¥490,716
¥1,091,981
Notes:
(1) Rate/volume variance is allocated based on the percentage relationship of changes in volume and changes in rate to the total “net
change.”
(2) Tax-exempt income of tax-exempt investment securities has not been calculated on a tax equivalent basis because the effect of such
calculation would not be material.
A-4
Fiscal year ended March 31, 2004
versus
fiscal year ended March 31, 2005
Fiscal year ended March 31, 2005
versus
fiscal year ended March 31, 2006
Increase (decrease)
due to changes in
Increase (decrease)
due to changes in
Volume(1)
Rate(1)
Net change
Volume(1)
Rate(1)
Net change
(in millions)
Interest expense:
Deposits:
Domestic . . . . . . . . . . . . . . . . . ¥
Foreign . . . . . . . . . . . . . . . . . .
591 ¥ 7,254
22,878
11,495
¥ 7,845
34,373
¥
28,058
39,787
¥ 28,109
133,701
¥ 56,167
173,488
Total
. . . . . . . . . . . . . . . .
12,086
30,132
42,218
67,845
161,810
229,655
Debentures—Domestic . . . . . . . . . .
(3,376)
(308)
(3,684)
(351)
—
(351)
Call money, funds purchased, and
payables under repurchase
agreements and securities
lending transactions:
Domestic . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . .
2,816
(15,794)
7,397
3,167
Total
. . . . . . . . . . . . . . . .
(12,978)
10,564
Due to trust account—Domestic . . .
66
(1,129)
Other short-term borrowings and
trading account liabilities:
Domestic . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . .
16,829
13,021
(14,000)
3,910
Total
. . . . . . . . . . . . . . . .
29,850
(10,090)
10,213
(12,627)
(2,414)
(1,063)
2,829
16,931
19,760
Long-term debt:
Domestic . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . .
5,588
(5,204)
(7,960)
(2,797)
(2,372)
(8,001)
Total
. . . . . . . . . . . . . . . .
384
(10,757)
(10,373)
Total interest expense:
2,739
1,581
4,320
1,820
1,187
11,565
12,752
37,590
32,534
70,124
54,095
29,356
83,451
(616)
14,612
22,549
37,161
(28,483)
2,630
(25,853)
56,834
30,937
87,771
1,204
15,799
34,114
49,913
9,107
35,164
44,271
Domestic . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . .
22,514
3,518
(8,746)
27,158
13,768
30,676
71,043
85,467
67,717
188,236
138,760
273,703
Total . . . . . . . . . . . . . . . . ¥ 26,032 ¥ 18,412
¥ 44,444
¥156,510
¥255,953
¥412,463
Net interest income:
Domestic . . . . . . . . . . . . . . . . . ¥ 38,708 ¥(29,230)
(10,808)
Foreign . . . . . . . . . . . . . . . . . .
(22,315)
¥ 9,478
(33,123)
¥292,964
151,791
¥190,269
44,494
¥483,233
196,285
Total . . . . . . . . . . . . . . . . ¥ 16,393 ¥(40,038)
¥(23,645)
¥444,755
¥234,763
¥679,518
Note:
(1) Rate/volume variance is allocated based on the percentage relationship of changes in volume and changes in rate to the total “net
change.”
A-5
II.
Investment Portfolio
The following table shows information as to the value of our investment securities available for sale and
being held to maturity at March 31, 2004, 2005 and 2006:
2004
Amortized
cost
Estimated
fair value
Net
unrealized
gains
(losses)
At March 31,
2005
Amortized
cost
Estimated
fair value
(in millions)
2006
Net
unrealized
gains
(losses)
Amortized
cost
Estimated
fair value
Net
unrealized
gains
(losses)
Securities available for sale:
Domestic:
Japanese national government
and Japanese government
agency bonds . . . . . . . . . . . . . ¥14,651,000 ¥14,676,714 ¥
Corporate bonds . . . . . . . . . . . . .
Marketable equity securities . . .
Other securities . . . . . . . . . . . . .
1,355,202
2,177,964
581,848
1,357,784
3,831,528
584,837
25,714 ¥13,888,039 ¥13,946,412 ¥
2,582
1,653,564
2,989
1,725,628
3,782,435
521,813
1,717,312
2,182,825
519,327
8,316
1,599,610
2,486
58,373 ¥23,890,095 ¥23,893,620 ¥
4,674,585
4,548,901
671,549
4,701,834
8,171,512
671,603
3,525
27,249
3,622,611
54
Total domestic . . . . . . . . . . . .
18,766,014
20,450,863
1,684,849
18,307,503
19,976,288
1,668,785
33,785,130
37,438,569
3,653,439
Foreign:
U.S. Treasury and other U.S.
government agencies
bonds . . . . . . . . . . . . . . . . . . .
Other governments and official
institutions bonds . . . . . . . . . .
Mortgage-backed securities . . . .
Other securities . . . . . . . . . . . . .
2,861,664
2,855,529
(6,135)
909,464
898,813
(10,651)
1,040,708
1,045,140
4,432
1,642,737
1,157,197
1,459,841
1,668,420
1,153,570
1,501,190
25,683
(3,627)
41,349
1,463,311
2,106,233
2,010,551
1,498,627
2,111,164
2,073,044
35,316
4,931
62,493
1,067,327
2,568,924
3,128,028
1,086,497
2,633,772
3,281,931
19,170
64,848
153,903
Total foreign . . . . . . . . . . . . .
7,121,439
7,178,709
57,270
6,489,559
6,581,648
92,089
7,804,987
8,047,340
242,353
Total . . . . . . . . . . . . . . . . . . ¥25,887,453 ¥27,629,572 ¥1,742,119 ¥24,797,062 ¥26,557,936 ¥1,760,874 ¥41,590,117 ¥45,485,909 ¥3,895,792
Securities being held to maturity:
Domestic:
Japanese national government
and Japanese government
agency bonds . . . . . . . . . . . . . ¥ 1,050,931 ¥ 1,053,611 ¥
Other securities . . . . . . . . . . . . .
109,881
113,227
2,680 ¥ 2,038,450 ¥ 2,056,528 ¥
3,346
96,067
92,363
18,078 ¥ 2,281,211 ¥ 2,265,653 ¥ (15,558)
898
3,704
110,614
109,716
Total domestic . . . . . . . . . . . .
1,160,812
1,166,838
6,026
2,130,813
2,152,595
21,782
2,390,927
2,376,267
(14,660)
Foreign:
U.S. Treasury and other U.S.
government agencies
bonds . . . . . . . . . . . . . . . . . . .
Other governments and official
institutions bonds . . . . . . . . . .
Other securities . . . . . . . . . . . . .
Total foreign . . . . . . . . . . . . .
5,584
5,584
32,577
51,786
89,947
33,551
51,928
91,063
—
974
142
1,116
14,134
14,209
9,846
36,523
60,503
9,957
36,824
60,990
75
111
301
487
15,154
15,467
5,079
54,914
75,147
4,992
55,031
75,490
313
(87)
117
343
Total . . . . . . . . . . . . . . . . . . ¥ 1,250,759 ¥ 1,257,901 ¥
7,142 ¥ 2,191,316 ¥ 2,213,585 ¥
22,269 ¥ 2,466,074 ¥ 2,451,757 ¥ (14,317)
Nonmarketable equity securities presented in Other investment securities in the consolidated financial
statements were primarily carried at costs of ¥200,557 million, ¥341,744 million and ¥794,305 million, at
March 31, 2004, 2005 and 2006, respectively. The corresponding estimated fair values at those dates were not
readily determinable. Investment securities held by certain subsidiaries subject to specialized industry accounting
principles in AICPA Guides presented in Other investment securities were carried at fair value of ¥68,664
million at March 31, 2006. In addition, in September 2004, we purchased ¥700,000 million in preferred shares
issued by ex-UFJ Bank. These preferred shares were carried at cost on our consolidated balance sheet at
March 31, 2005. The estimated fair value of the investment was not readily determinable at March 31, 2005. As a
result of the merger, these preferred shares were converted into common shares of BTMU and, accordingly, have
been eliminated in our consolidated balance sheet at March 31, 2006.
A-6
The following table presents the book values, maturities and weighted average yields of investment
securities available for sale and being held to maturity, excluding equity securities, at March 31, 2006. Weighted
average yields are calculated based on amortized cost. Yields on tax-exempt obligations have not been calculated
on a tax equivalent basis because the effect of such calculation would not be material:
Maturities within
one year
Maturities after
one year but
within five years
Maturities after
five years but
within ten years
Maturities after
ten years
Total
Amount Yield
Amount Yield
Amount Yield
Amount Yield
Amount Yield
(in millions, except percentages)
Securities available for sale:
Domestic:
Japanese national government
and Japanese government
agency bonds . . . . . . . . . . . . . ¥11,862,676 0.05% ¥ 9,055,120 0.67% ¥1,225,275 0.98% ¥1,750,549 1.11% ¥23,893,620 0.41%
Corporate bonds . . . . . . . . . . . . .
Other securities . . . . . . . . . . . . . .
488,957 0.75
254,052 0.80
3,201,187 0.68
171,772 1.34
968,993 0.68
157,909 1.01
42,697 0.95
87,870 0.82
4,701,834 0.69
671,603 0.99
Total domestic . . . . . . . . . . . . 12,605,685 0.09
12,428,079 0.68
2,352,177 0.86
1,881,116 1.09
29,267,057 0.47
Foreign:
U.S. Treasury and other U.S.
government agencies bonds . .
118,970 3.66
587,345 4.06
336,949 4.41
1,876 6.77
1,045,140 4.13
Other governments and official
institutions bonds . . . . . . . . . .
Mortgage-backed securities . . . .
Other securities . . . . . . . . . . . . . .
250,833 2.71
3,644 4.23
148,886 2.92
407,987 3.82
3,719 4.17
956,935 3.12
357,406 3.95
176,887 4.40
653,130 4.39
70,271 4.36
2,449,522 5.32
1,147,718 4.78
1,086,497 3.64
2,633,772 5.25
2,906,669 4.05
Total foreign . . . . . . . . . . . . . .
522,333 3.00
1,955,986 3.55
1,524,372 4.29
3,669,387 5.13
7,672,078 4.42
Total . . . . . . . . . . . . . . . . . . ¥13,128,018 0.21% ¥14,384,065 1.07% ¥3,876,549 2.21% ¥5,550,503 3.76% ¥36,939,135 1.29%
Securities being held to maturity:
Domestic:
Japanese national government
and Japanese government
agency bonds . . . . . . . . . . . . . ¥
Corporate bonds . . . . . . . . . . . . .
Other securities . . . . . . . . . . . . . .
7,186 2.60% ¥ 2,219,847 0.58% ¥
7,144 1.02
14,527 1.19
2,206 0.50
61,843 1.67
9,833 1.27% ¥
— —
22,999 1.28
44,345 1.01% ¥ 2,281,211 0.59%
997 1.60
— —
10,347 0.97
99,369 1.51
Total domestic . . . . . . . . . . . .
28,857 1.50
2,283,896 0.60
32,832 1.28
45,342 1.03
2,390,927 0.63
Foreign:
U.S. Treasury and other U.S.
government agencies bonds . .
10,729 2.26
— —
— —
4,425 6.67
15,154 3.55
Other governments and official
institutions bonds . . . . . . . . . .
Other securities . . . . . . . . . . . . . .
669 4.19
7,865 2.56
3,625 3.75
27,073 5.24
785 3.06
19,976 1.80
— —
— —
5,079 3.70
54,914 3.60
Total foreign . . . . . . . . . . . . . .
19,263 2.45
30,698 5.07
20,761 1.84
4,425 6.67
75,147 3.60
Total . . . . . . . . . . . . . . . . . . ¥
48,120 1.88% ¥ 2,314,594 0.66% ¥
53,593 1.50% ¥
49,767 1.53% ¥ 2,466,074 0.72%
Excluding U.S. Treasury and other U.S. government agencies bonds and Japanese national government
bonds, the following table sets forth the securities of individual issuers held in our investment securities portfolio
which exceeded 10% of our consolidated total shareholders’ equity at March 31, 2006.
Mortgage-backed securities issued by U.S. Federal National Mortgage Association . . . . . . . . . . . . . . . . . . . . . . . .
¥1,670,196
¥1,719,687
Amortized
cost
Estimated
fair value
(in millions)
A-7
III. Loan Portfolio
The following table shows our loans outstanding, before deduction of allowance for credit losses, by domicile and type
of industry of borrower at March 31 of each of the five fiscal years ended March 31, 2006. Classification of loans by industry
is based on the industry segment loan classification as defined by the Bank of Japan for regulatory reporting purposes and is
not necessarily based on use of proceeds:
2002
2003
At March 31,
2004
2005
2006
Old
classification
Old
classification
New
classification
Old
classification
New
classification
Old
classification
New
classification
Old
classification
New
classification
Domestic:
Manufacturing . . . ¥ 6,394,459
1,535,191
Construction . . . .
4,923,688
Real estate . . . . . .
4,549,692
Services . . . . . . . .
Wholesale and
retail . . . . . . . . .
5,983,958
¥ 6,119,502
1,277,407
4,297,718
5,062,035
¥ 6,034,347
1,277,407
4,298,146
4,953,830
¥ 6,073,182
1,010,439
4,584,882
4,630,528
¥ 6,000,095
1,010,439
4,585,299
4,344,833
¥ 6,541,504
974,060
5,266,097
3,887,649
¥ 6,475,361
974,060
5,266,553
3,621,673
¥11,226,079
1,968,386
8,615,686
6,226,076
¥10,796,610
1,968,386
8,616,597
6,154,336
5,634,752
5,458,337
5,149,173
4,998,952
5,374,042
5,228,318
9,899,809
9,532,843
(in millions)
Banks and other
financial
institutions(1)
Communication
. .
4,168,582
3,502,621
3,502,621
3,745,586
3,745,586
3,691,908
3,691,908
5,798,109
5,798,109
and information
services . . . . . .
Other
—
—
1,516,020
—
874,564
—
784,301
—
1,182,493
industries . . . . .
Consumer . . . . . . .
3,850,153
7,151,695
5,004,906
7,520,907
3,858,233
7,520,907
6,535,434
8,039,797
6,169,456
8,039,797(3)
7,090,189
8,162,062
6,783,275
12,486,224
8,162,062(3) 23,727,793
12,170,995
23,727,793(3)
Total
domestic . . . . 38,557,418
38,419,848
38,419,848
39,769,021
39,769,021
40,987,511
40,987,511
79,948,162
79,948,162
Foreign:
Governments and
official
institutions . . . .
326,086
235,093
235,093
183,117
183,117
212,750
212,750
325,037
325,037
Banks and other
financial
institutions(1)
Commercial and
industrial
. . . . .
Other . . . . . . . . . .
. .
680,449
928,059
928,059
1,043,904
1,043,904
917,409
917,409
1,152,596
1,152,596
9,570,576
998,955
8,240,484
506,511
8,240,484
506,511
7,073,373
316,841
7,073,373
316,841
8,521,650
283,374
8,521,650
283,374
13,403,032
666,721
13,403,032
666,721
Total foreign . . 11,576,066
9,910,147
9,910,147
8,617,235
8,617,235
9,935,183
9,935,183
15,547,386
15,547,386
Total . . . . . . . 50,133,484
48,329,995
48,329,995
48,386,256
48,386,256
50,922,694
50,922,694
95,495,548
95,495,548
Unearned income,
unamortized
premiums—net
and deferred loan
fees—net . . . . . . .
(42,350)
(40,999)
(40,999)
(28,538)
(28,538)
(18,678)
(18,678)
11,287
11,287
Total(2) . . . . . ¥50,091,134
¥48,288,996
¥48,288,996
¥48,357,718
¥48,357,718
¥50,904,016
¥50,904,016
¥95,506,835
¥95,506,835
Notes:
(1) Loans to the so-called non-bank finance companies are generally included in the “Banks and other financial institutions” category. Non-bank finance
companies are primarily engaged in consumer lending, factoring and credit card businesses.
(2) The above table includes loans held for sale of ¥3,178 million, ¥3,965 million, ¥12,893 million, ¥36,424 million and ¥41,904 million at March 31, 2002,
2003, 2004, 2005 and 2006, respectively.
(3) Domestic loans within the “consumer” category in the above table include loans to individuals who utilize loan proceeds to finance their proprietor
activities and not for their personal financing needs. During the fiscal year ended March 31, 2004, ex-BTM’s credit administration system was upgraded
A-8
and became able to present a precise breakdown of the balance of such consumer loans by the type of proprietor business. This
breakdown at March 31, 2004, 2005 and 2006 is presented below in accordance with our new classification:
Manufacturing Construction
Real
estate
Services
Wholesale
and
retail
Banks and
other
financial
institutions
Communication
and
information
services
Other
industries
Total
included
in
Consumer
March 31, 2004 . . . . . . . . . . . . . . .
March 31, 2005 . . . . . . . . . . . . . . .
March 31, 2006 . . . . . . . . . . . . . . .
¥28,229
¥23,023
¥17,212
¥19,283
¥16,157
¥13,925
(in millions)
¥738,377 ¥230,730 ¥52,253
¥542,969 ¥193,417 ¥39,806
¥425,929 ¥160,805 ¥30,937
¥1,200
¥1,126
¥ 947
¥4,121
¥3,681
¥2,968
¥10,620 ¥1,084,813
¥ 7,782 ¥ 827,961
¥ 6,257 ¥ 658,980
Since the system upgrade was effective during the fiscal year ended March 31, 2004, no equivalent information is obtainable for prior
fiscal year-end dates.
Maturities and Sensitivities of Loans to Changes in Interest Rates
The following table shows the maturities of our loan portfolio at March 31, 2006:
Old Classification
Domestic:
Maturity
One year or less One to five years Over five years
Total
(in millions)
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . ¥
Construction . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . .
Other industries . . . . . . . . . . . . . . . . . . . . . . .
Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Domestic . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,684,017
1,164,143
2,681,600
2,920,844
6,636,241
3,124,869
8,809,993
2,499,583
35,521,290
7,690,999
¥ 3,151,486
671,724
3,497,754
2,540,976
2,857,529
2,038,853
2,504,820
4,859,521
22,122,663
4,604,220
¥
390,576 ¥11,226,079
1,968,386
132,519
8,615,686
2,436,332
6,226,076
764,256
9,899,809
406,039
5,798,109
634,387
12,486,224
1,171,411
23,727,793
16,368,689
22,304,209
3,252,167
79,948,162
15,547,386
¥43,212,289
¥26,726,883
¥25,556,376 ¥95,495,548
New Classification
Domestic:
Maturity
One year or less One to five years Over five years
Total
(in millions)
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . ¥
Construction . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . .
Communication and information services . . . .
Other industries . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,424,705
1,164,143
2,682,389
2,795,248
6,462,064
3,124,869
759,699
8,608,590
2,499,583
¥ 3,003,272
671,724
3,497,876
2,582,140
2,692,808
2,038,853
381,114
2,395,355
4,859,521
¥
368,633 ¥10,796,610
1,968,386
132,519
8,616,597
2,436,332
6,154,336
776,948
9,532,843
377,971
5,798,109
634,387
1,182,493
41,680
12,170,995
1,167,050
23,727,793
16,368,689
Total Domestic . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . .
35,521,290
7,690,999
22,122,663
4,604,220
22,304,209
3,252,167
79,948,162
15,547,386
¥43,212,289
¥26,726,883
¥25,556,376 ¥95,495,548
A-9
The above loans due after one year which had predetermined interest rates and floating or adjustable interest rates at
March 31, 2006 are shown below.
Predetermined rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Floating or adjustable rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥19,702,459
24,724,413
(in millions)
¥2,845,777
5,010,610
¥22,548,236
29,735,023
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥44,426,872
¥7,856,387
¥52,283,259
Domestic
Foreign
Total
Nonaccrual, Past Due and Restructured Loans
We generally discontinue accrual of interest income on loans when substantial doubt exists as to the full and timely
collection of either principal or interest, or when principal or interest is contractually past due one month or more with
respect to loans of banking subsidiaries, including BTMU and MUTB, and 90 days or more with respect to loans of certain
foreign banking subsidiaries.
The following table shows the distribution of our nonaccrual loans, restructured loans and accruing loans which are
contractually past due 90 days or more as to principal or interest payments at March 31 of each of the five fiscal years ended
March 31, 2006, based on the domicile and type of industry of the borrowers:
2002
Old
classification
2003
2004
2005
2006
Old
classification
New
classification
Old
classification
New
classification
Old
classification
New
classification
Old
classification
New
classification
(in millions)
At March 31,
Nonaccrual loans:
Domestic:
Manufacturing . . . . . . . . . ¥ 142,572 ¥ 112,152 ¥ 111,107 ¥ 175,904 ¥ 175,691
59,031
Construction . . . . . . . . . .
154,776
Real estate . . . . . . . . . . . .
72,951
Services . . . . . . . . . . . . . .
Wholesale and retail
108,516
. . . .
Banks and other financial
institutions . . . . . . . . . .
149,918
266,408
87,492
224,468
59,031
154,776
68,085
118,058
213,491
841,414
214,877
251,061
149,918
266,408
85,602
238,986
21,367
21,367
17,794
58,568
17,794
¥ 114,115 ¥ 113,884
47,764
121,962
169,602
85,659
47,764
121,962
167,553
99,048
¥ 128,176
37,635
162,833
61,152
139,267
¥ 126,923
37,635
162,833
60,685
128,602
4,346
4,346
15,778
15,778
Communication and
information services . .
Other industries . . . . . . . .
. . . . . . . . . . . .
Consumer
—
39,687
166,333
—
54,330
150,989
14,081
53,922
150,989
Total domestic . . . . .
1,928,003
1,076,179
1,076,179
—
40,022
141,844
779,087
5,128
39,783
141,844(2)
779,087
—
22,582
119,229
696,599
11,829
22,324
119,229(2)
696,599
—
29,628
360,717
935,186
12,794
29,219
360,717(2)
935,186
Foreign:
Governments and official
institutions . . . . . . . . . .
Banks and other financial
institutions . . . . . . . . . .
Commercial and
3,341
9,119
industrial . . . . . . . . . . .
Other . . . . . . . . . . . . . . . .
226,054
7,059
Total foreign . . . . . .
245,573
1,747
8,387
271,090
56,156
337,380
1,747
877
877
466
466
52
52
8,387
87,162
87,162
45,091
45,091
38,796
38,796
271,090
56,156
337,380
153,387
62,521
303,947
153,387
62,521
303,947
54,913
23,835
54,913
23,835
124,305
124,305
30,387
5,413
74,648
30,387
5,413
74,648
Total
. . . . . . . . . . . . ¥2,173,576 ¥1,413,559 ¥1,413,559 ¥1,083,034 ¥1,083,034
¥ 820,904 ¥ 820,904
¥1,009,834
¥1,009,834
Restructured loans:
Domestic . . . . . . . . . . . . . . . . . ¥1,859,176 ¥1,212,832 ¥1,212,832 ¥ 577,348 ¥ 577,348
55,015
Foreign . . . . . . . . . . . . . . . . . .
109,190
106,236
106,236
55,015
¥ 431,036 ¥ 431,036
23,153
23,153
¥ 937,160
74,676
¥ 937,160
74,676
Total
. . . . . . . . . . . . ¥1,968,366 ¥1,319,068 ¥1,319,068 ¥ 632,363 ¥ 632,363
¥ 454,189 ¥ 454,189
¥1,011,836
¥1,011,836
Accruing loans contractually past
due 90 days or more:
Domestic . . . . . . . . . . . . . . . . . ¥
Foreign . . . . . . . . . . . . . . . . . .
20,276 ¥
2,764
17,533 ¥
2,866
17,533 ¥
2,866
14,696 ¥
900
14,696
900
Total
. . . . . . . . . . . . ¥
23,040 ¥
20,399 ¥
20,399 ¥
15,596 ¥
15,596
¥
¥
9,232 ¥
879
9,232
879
10,111 ¥
10,111
¥
¥
21,896
1,112
23,008
¥
¥
21,896
1,112
23,008
Total . . . . . . . . . . . . ¥4,164,982 ¥2,753,026 ¥2,753,026 ¥1,730,993 ¥1,730,993
¥1,285,204 ¥1,285,204
¥2,044,678
¥2,044,678
A-10
Notes:
(1) The above table does not include real estate acquired in full or partial satisfaction of debt and certain assets under the management of the
Cooperative Credit Purchasing Company which are recorded at estimated fair value less estimated cost to sell.
(2) Domestic nonaccrual loans within the “consumer” category in the above table include loans to individuals who utilize loan proceeds to
finance their proprietor activities and not for their personal financing needs. During the fiscal year ended March 31, 2004, ex-BTM’s
credit administration system was upgraded and became able to present a precise breakdown of the balance of such consumer loans by the
type of proprietor business. This breakdown at March 31, 2004, 2005 and 2006 is presented below in accordance with the new
classification:
Manufacturing Construction
Real
estate
Services
Wholesale
and retail
Banks and
other
financial
institutions
Communication
and
information
services
Other
industries
Total
included in
Consumer
March 31, 2004 . . . . . . . .
March 31, 2005 . . . . . . . .
March 31, 2006 . . . . . . . .
¥1,566
¥1,345
¥1,132
¥877
¥986
¥771
¥52,271 ¥14,203
¥43,334 ¥13,692
¥27,870 ¥ 9,654
(in millions)
¥5,765
¥3,185
¥1,614
¥21
¥18
¥16
¥264
¥219
¥240
¥ —
¥378
¥304
¥74,967
¥63,157
¥41,601
Since the system upgrade was effective during the fiscal year ended March 31, 2004, no equivalent information is obtainable for prior
fiscal year-end dates.
Gross interest income which would have been accrued at the original terms on domestic nonaccrual and
restructured loans outstanding during the fiscal year ended March 31, 2006 was approximately ¥62.3 billion, of
which ¥40.3 billion was included in the results of operations for the fiscal year. Gross interest income which
would have been accrued at the original terms on foreign nonaccrual and restructured loans outstanding for the
fiscal year ended March 31, 2006 was approximately ¥7.9 billion, of which ¥6.6 billion was included in the
results of operations for the fiscal year.
Foreign Loans Outstanding
We had no cross-border outstandings to borrowers in any foreign country which in total exceeded 0.75% of
consolidated total assets at March 31, 2004, 2005 and 2006. Cross-border outstandings are defined, for this
purpose, as loans (including accrued interest), acceptances, interest-earning deposits with other banks, other
interest-earning investments and any other monetary assets denominated in Japanese yen or other non-local
currencies. Material local currency loans outstanding which are neither hedged nor funded by local currency
borrowings are included in cross-border outstandings.
Guarantees of outstandings of borrowers of other countries are considered to be outstandings of the
guarantor. Loans made to, or deposits placed with, a branch of a foreign bank located outside the foreign bank’s
home country are considered to be loans to, or deposits with, the foreign bank. Outstandings of a country do not
include principal or interest amounts of which are supported by written, legally enforceable guarantees by
guarantors of other countries or the amounts of outstandings to the extent that they are secured by tangible, liquid
collateral held and realizable by BTMU, MUTB and their subsidiaries outside the country in which they operate.
In addition to credit risk, cross-border outstandings are subject to country risk that as a result of political or
economic conditions in a country, borrowers may be unable or unwilling to pay principal and interest according
to contractual terms. Other risks related to cross-border outstandings include the possibility of insufficient
foreign exchange and restrictions on its availability.
In order to manage country risk, we establish various risk management measures internally. Among other
things, we first regularly monitor economic conditions and other factors globally and assess country risk in each
country where we have cross-border exposure. For purposes of monitoring and controlling the amount of credit
exposed to country risk, we set a country limit, the maximum amount of credit exposure for an individual
country, in consideration of the level of country risk and our ability to bear such potential risk. We also
determine our credit policy for each country in accordance with our country risk level and our business plan with
regard to the country. Assessment of country risk, establishment of country limits, and determination of country
credit policies are subject to review and approval by our senior management and are updated periodically.
A-11
Exposure to East Asia
We maintain a substantial network of branches and subsidiaries in East Asia and the region has been an
important market for our financial services. Certain economies in this region are growing at a rapid pace and are
not always stable. Accordingly, we are exposed to country risk in this region to a greater extent than in developed
countries. In response to on-going and possible developments in the regional economy, we regularly reassess the
country risk of each country in the region, to adjust exposure levels, and to review and revise country credit
policies.
The following table represents our cross-border outstandings and unused commitments at March 31, 2005
and 2006, to certain East Asian countries:
At March 31,
2005
2006
Cross-border
outstandings
Unused
commitments
Cross-border
outstandings
Unused
commitments
(in billions)
Hong Kong . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
People’s Republic of China . . . . . . . . . . . . . . . . . . . . . . . .
Singapore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
South Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thailand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Malaysia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Indonesia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Philippines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥358.3
288.7
291.4
256.3
235.3
109.2
36.6
44.4
¥ —
—
2.8
4.8
1.0
—
—
—
¥554.7
512.6
457.6
301.5
291.9
213.8
132.7
58.4
¥105.8
5.3
38.6
5.2
7.5
0.4
2.7
0.5
Exposure to Latin America
Similar to the economies in East Asia, economic growth together with instability has been observed in the
Latin American region. The following is a summary of cross-border outstandings to counterparties in major Latin
American countries at March 31, 2005 and 2006:
At March 31,
2005
2006
(in billions)
Brazil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥72.0
47.4
0.9
¥137.4
89.3
0.8
Loan Concentrations
At March 31, 2006, there were no concentrations of loans to a single industry group of borrowers, as defined
by the Bank of Japan industry segment loan classifications, which exceeded 10% of our consolidated total loans,
except for loans in a category disclosed in the table of loans outstanding above.
Credit Risk Management
We have a credit rating system, under which borrowers and transactions are graded on a worldwide basis.
We calculate probability of default by statistical means and manage our credit portfolio based on this credit
rating system. For a detailed description of this system and other elements of our risk management structure, see
“Item 11. Quantitative and Qualitative Disclosures about Credit, Market and Other Risk—Credit Risk
Management.”
A-12
IV. Summary of Loan Loss Experience
The following table shows an analysis of our loan loss experience by type of borrowers’ business for each of the five
fiscal years ended March 31, 2006:
2002
2003
2004
2005
2006
Old
classification
Old
classification
New
classification
Old
classification
New
classification
Old
classification
New
classification
Old
classification
New
classification
(in millions, except percentages)
Fiscal years ended March 31,
Allowance for credit losses at
beginning of fiscal year . . . ¥1,716,984
¥1,735,180
¥1,735,180
¥1,360,136
¥1,360,136
¥888,120
¥888,120
¥ 739,872
¥ 739,872
Additions resulting from the
merger with UFJ
Holdings(1)
. . . . . . . . . . . . .
Provision (credit) for credit
—
—
—
—
—
—
—
287,516
287,516
losses . . . . . . . . . . . . . . . . .
599,016
437,972
437,972
(114,364)
(114,364)
108,338
108,338
110,167
110,167
Charge-offs:
Domestic:
Manufacturing . . . . . . . .
Construction . . . . . . . . . .
Real estate . . . . . . . . . . .
Services . . . . . . . . . . . . .
Wholesale and retail . . . .
Banks and other financial
institutions . . . . . . . . .
Communication and
information
services . . . . . . . . . . . .
Other industries . . . . . . .
Consumer . . . . . . . . . . . .
—
11,500
46,550
Total domestic . . . . . .
Total foreign . . . . . . . .
513,178
156,203
Total . . . . . . . . . . . . . .
669,381
Recoveries:
Domestic . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . .
42,112
23,261
65,373
Net charge-offs . . . . . . . . . . . .
. . . . . . . . . . . . . . . . .
Others(2)
604,008
23,188
Allowance for credit losses at
55,916
35,365
150,684
51,803
96,745
75,430
60,837
332,264
82,478
117,138
75,278
60,837
332,414
87,573
109,257
18,726
35,612
119,005
17,019
47,010
18,644
35,612
119,005
17,647
44,282
81,422
10,634
43,983
11,776
27,886
81,370
10,634
43,983
11,711
26,822
17,519
6,798
15,076
41,558
17,121
17,222
6,798
15,076
41,427
15,009
64,615
20,817
20,817
1,516
1,516
8,920
8,920
701
701
—
25,304
39,594
753,862
139,776
893,638
57,790
21,037
78,827
814,811
1,795
5,002
23,090
39,594
753,862
139,776
893,638
57,790
21,037
78,827
814,811
1,795
—
6,114
49,162
294,164
83,682
377,846
17,299
23,671
40,970
2,256
6,040
49,162(3)
294,164
83,682
—
6,535
26,343
217,499
80,440
377,846
297,939
17,299
23,671
40,970
22,063
15,254
37,317
336,876
(20,776)
336,876
(20,776)
260,622
4,036
1,312
6,404
26,343(3)
217,499
80,440
297,939
22,063
15,254
37,317
260,622
4,036
—
2,725
52,033
153,531
11,202
164,733
11,356
17,242
28,598
136,135
10,807
2,621
2,644
52,033(3)
153,531
11,202
164,733
11,356
17,242
28,598
136,135
10,807
end of fiscal year . . . . . . . . ¥1,735,180
¥1,360,136
¥1,360,136
¥ 888,120
¥ 888,120
¥739,872
¥739,872
¥1,012,227
¥1,012,227
Allowance for credit losses
applicable to foreign
activities:
Balance at beginning of
fiscal year . . . . . . . . . . . . ¥ 243,716
¥ 244,650
¥ 244,650
¥ 263,929
¥ 263,929
¥245,835
¥245,835
¥
91,701
¥
91,701
Balance at end of fiscal
year . . . . . . . . . . . . . . . . . ¥ 244,650
¥ 263,929
¥ 263,929
¥ 245,835
¥ 245,835
¥ 91,701
¥ 91,701
¥ 123,080
¥ 123,080
Provision (credit) for credit
losses . . . . . . . . . . . . . . . ¥ 127,952
¥ 151,783
¥ 151,783
¥
55,541
¥
55,541
¥ (91,903)
¥ (91,903)
¥
587
¥
587
Ratio of net charge-offs
during the fiscal year to
average loans outstanding
during the fiscal year . . . . .
1.24%
1.64%
1.64%
0.69%
0.69%
0.51%
0.51%
0.19%
0.19%
Notes:
(1) Additions resulting from the merger with UFJ Holdings represent the valuation allowance for acquired loans outside the scope of SOP 03-3. The
allowance for credit losses on loans within the scope of SOP 03-3 was not carried over.
(2) Others primarily include foreign exchange translation and discontinued operations adjustments.
A-13
(3) Charge-offs of domestic loans within the “consumer” category in the above table include charge-offs of loans to individuals who utilize
loan proceeds to finance their proprietor activities and not for their personal financing needs. During the fiscal year ended March 31,
2004, ex-BTM’s credit administration system was upgraded and became able to present a precise breakdown of charge-offs of such
consumer loans by the type of proprietor business. This breakdown for the fiscal years ended March 31, 2004, 2005 and 2006 is
presented below in accordance with the new classification:
Manufacturing Construction
Real
estate Services
Wholesale
and
retail
Banks and
other
financial
institutions
Communication
and
information
services
Total
included
in
Consumer
Other
industries
(in millions)
March 31, 2004 . . . . . . . . . . . . . . . .
March 31, 2005 . . . . . . . . . . . . . . . .
March 31, 2006 . . . . . . . . . . . . . . . .
¥39
¥—
¥19
¥—
¥—
¥—
¥9,481 ¥2,270
¥ 450 ¥ 137
¥1,835 ¥ 295
¥486
¥ —
¥388
¥—
¥—
¥—
¥—
¥—
¥—
¥12,384
¥108
¥ 64
651
¥
¥ — ¥ 2,537
Since the system upgrade was effective during the fiscal year ended March 31, 2004, no equivalent information is obtainable for prior
fiscal years.
The following table shows an allocation of our allowance for credit losses at March 31 of each of the five
fiscal years ended March 31, 2006:
2002
Old
classification
At March 31,
2003
2004
Old
classification
New
classification
Old
classification
New
classification
% of
loans in
each
category
to total
loans
% of
loans in
each
category
to total
loans
Amount
% of
loans in
each
category
to total
loans
% of
loans in
each
category
to total
loans
Amount
Amount
% of
loans in
each
category
to total
loans
Amount
Amount
(in millions, except percentages)
Domestic:
Manufacturing . . . . . . . . . . . ¥ 162,828
12.75% ¥ 143,262
12.66% ¥ 141,549
12.49% ¥124,735
12.55% ¥124,262
12.40%
Construction . . . . . . . . . . . . .
168,595
Real estate . . . . . . . . . . . . . .
541,093
Services . . . . . . . . . . . . . . . .
175,281
3.06
9.82
9.08
139,662
231,686
2.64
8.89
139,662
231,686
2.64
8.89
31,908
111,628
124,182
10.47
129,678
10.25
77,589
2.09
9.48
9.57
31,908
111,629
82,236
2.09
9.48
8.98
Wholesale and retail
. . . . . .
216,510
11.94
209,594
11.66
198,053
11.29
112,178
10.64
103,577
10.33
Banks and other financial
institutions . . . . . . . . . . . .
59,971
8.31
51,204
7.25
51,204
7.25
33,944
7.74
33,944
7.74
Communication and
information services . . . . .
—
—
—
—
Other industries . . . . . . . . . .
48,466
7.68
74,060
10.36
19,385
62,433
3.14
7.98
—
—
6,395
1.81
46,543
13.51
44,574
12.75
Consumer . . . . . . . . . . . . . . .
95,156
14.27
99,247
15.56
99,247
15.56
85,232
16.62
85,232(1) 16.62
Foreign:
Governments and official
institutions . . . . . . . . . . . .
33,304
0.65
2,298
0.49
2,298
0.49
1,428
0.38
1,428
0.38
Banks and other financial
institutions . . . . . . . . . . . .
Commercial and
industrial
. . . . . . . . . . . . .
6,847
1.36
6,366
1.92
6,366
1.92
60,064
2.16
60,064
2.16
189,332
19.09
216,058
17.05
216,058
17.05
148,887
14.62
148,887
14.62
Other . . . . . . . . . . . . . . . . . .
15,167
1.99
39,207
1.05
39,207
1.05
35,456
0.64
35,456
0.64
Unallocated . . . . . . . . . . . . . . .
22,630
—
23,310
—
23,310
—
18,528
—
18,528
—
Total . . . . . . . . . . . . . . . . . ¥1,735,180 100.00% ¥1,360,136 100.00% ¥1,360,136 100.00% ¥888,120 100.00% ¥888,120 100.00%
Allowance as a percentage of
loans . . . . . . . . . . . . . . . . . . .
Allowance as a percentage of
nonaccrual and restructured
loans and accruing loans
contractually past due 90
days or more . . . . . . . . . . . .
3.46%
2.82%
2.82%
1.84%
1.84%
41.66%
49.41%
49.41%
51.31%
51.31%
A-14
2005
2006
At March 31,
Old
classification
New
classification
Old
classification
New
classification
% of
loans in
each
category
to total
loans
Amount
% of
loans in
each
category
to total
loans
Amount
% of
loans in
each
category
to total
loans
Amount
% of
loans in
each
category
to total
loans
Amount
(in millions, except percentages)
Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . .
¥ 90,685
12.85% ¥ 90,319
12.72%
¥134,292
11.76% ¥ 130,655
11.31%
Construction . . . . . . . . . . . . . . . . . . . . . .
44,604
1.91
44,604
1.91
Real estate . . . . . . . . . . . . . . . . . . . . . . . .
89,878
10.34
89,882
10.34
Services . . . . . . . . . . . . . . . . . . . . . . . . . .
148,812
7.63
143,957
7.11
28,082
98,044
75,325
2.06
9.02
6.52
28,082
98,054
70,938
Wholesale and retail . . . . . . . . . . . . . . . .
100,398
10.55
93,619
10.27
139,220
10.36
132,380
Banks and other financial institutions . . .
22,225
7.25
22,225
7.25
51,493
6.07
51,493
2.06
9.02
6.44
9.98
6.07
Communication and information
services . . . . . . . . . . . . . . . . . . . . . . . .
—
—
13,586
1.54
Other industries . . . . . . . . . . . . . . . . . . . .
Consumer . . . . . . . . . . . . . . . . . . . . . . . .
62,468
80,484
13.93
16.03
60,878
13.32
80,484(1)
16.03
—
118,008
237,005
—
13.07
24.85
16,958
1.24
115,904
12.74
237,005(1)
24.85
Foreign:
Governments and official institutions . . .
193
Banks and other financial institutions . . .
10,840
0.42
1.80
193
10,840
0.42
1.80
1,227
13,680
0.34
1.21
1,227
13,680
0.34
1.21
Commercial and industrial . . . . . . . . . . .
70,101
16.73
70,101
16.73
104,443
14.04
104,443
14.04
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,567
Unallocated . . . . . . . . . . . . . . . . . . . . . . . . .
8,617
0.56
—
10,567
8,617
0.56
—
3,730
7,678
0.70
—
3,730
7,678
0.70
—
Total
. . . . . . . . . . . . . . . . . . . . . . . . . .
¥739,872
100.00% ¥739,872
100.00% ¥1,012,227
100.00% ¥1,012,227
100.00%
Allowance as a percentage of loans . . . . . .
1.45%
1.45%
1.06%
1.06%
Allowance as a percentage of nonaccrual
and restructured loans and accruing
loans contractually past due 90 days or
more . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57.57%
57.57%
49.51%
49.51%
Note:
(1) The credit loss allowance for domestic loans within the “consumer” category in the above table include the credit loss allowance for
loans to individuals who utilize loan proceeds to finance their proprietor activities and not for their personal financing needs. During the
fiscal year ended March 31, 2004, ex-BTM’s credit administration system was upgraded and became able to present a precise breakdown
of the balance of the credit loss allowance for such consumer loans by the type of proprietor business. This breakdown at March 31,
2004, 2005 and 2006 is presented below in accordance with the new classification:
Manufacturing Construction
Real
estate Services
Wholesale
and
retail
Banks and
other
financial
institutions
Communication
and
information
services
Total
included
in
Consumer
Other
industries
(in millions)
March 31, 2004 . . . . . . . . . . . . . . . .
March 31, 2005 . . . . . . . . . . . . . . . .
March 31, 2006 . . . . . . . . . . . . . . . .
¥292
¥211
¥ 79
¥196
¥146
¥ 60
¥7,671 ¥2,371
¥4,962 ¥1,769
¥1,893 ¥ 715
¥554
¥363
¥139
¥13
¥12
¥ 7
¥42
¥35
¥13
¥104
¥ 70
¥ 26
¥11,243
¥ 7,568
¥ 2,932
Since the system upgrade was effective during the fiscal year ended March 31, 2004, no equivalent information is obtainable for prior
fiscal year-end dates.
While the allowance for credit losses contains amounts allocated to components of specifically identified
loans as well as a group on portfolio of loans, the allowance for credit losses is available for credit losses in the
entire loan portfolio and the allocations shown above are not intended to be restricted to the specific loan
category. Accordingly, as the evaluation of credit risks changes, allocations of the allowance will be changed to
reflect current conditions and various other factors.
A-15
V. Deposits
The following table shows the average amount of, and the average rate paid on, the following deposit
categories for the fiscal years ended March 31, 2004, 2005 and 2006:
2004
Fiscal years ended March 31,
2005
2006
Average
amount
Average
rate
Average
amount
Average
rate
Average
amount
Average
rate
(in millions, except percentages)
Domestic offices:
Non-interest-bearing demand deposits . . . .
. . . . . .
Interest-bearing demand deposits(1)
Deposits at notice(1) . . . . . . . . . . . . . . . . . . .
Time deposits . . . . . . . . . . . . . . . . . . . . . . .
Certificates of deposit . . . . . . . . . . . . . . . . .
¥ 4,557,564
23,616,838
1,697,565
24,344,515
3,082,603
—% ¥ 4,887,253
25,048,645
1,376,466
24,048,365
2,728,495
0.02
0.60
0.22
0.02
—% ¥13,194,012
32,965,194
1,649,625
32,137,422
3,597,556
0.02
0.74
0.25
0.02
—%
0.03
1.44
0.30
0.02
Foreign offices, principally from banks located
in foreign countries:
Non-interest-bearing demand deposits . . . .
Interest-bearing deposits, principally time
2,269,975
—
2,613,352
—
2,847,005
—
deposits and certificates of deposit . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . .
8,768,479
¥68,337,539
1.26
9,625,636
¥70,328,212
1.50
11,868,158
¥98,258,972
2.68
Note:
(1) The average amount of, and the average rate paid on the following deposits categories for the fiscal year ended March 31, 2005 have
been restated as follows:
2005
As previously reported
As restated
Average
amount
Average
rate
Average
amount
Average
rate
(in millions, except percentages)
Domestic offices:
Interest-bearing demand deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits at notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥25,065,022
1,360,089
0.02% ¥25,048,645
1,376,466
0.72%
0.02%
0.74%
Deposits at notice represent interest-bearing demand deposits which require the depositor to give two or
more days notice in advance of withdrawal.
The average amounts of total deposits by foreign depositors included in domestic offices for the fiscal years
ended March 31, 2004, 2005 and 2006 were ¥945,755 million, ¥705,937 million and ¥634,514 million,
respectively.
At March 31, 2006, the balance and remaining maturities of time deposits and certificates of deposit issued
by domestic offices in amounts of ¥10 million (approximately US$85 thousand at the Federal Reserve Bank of
New York’s noon buying rate on March 31, 2006) or more and total foreign deposits issued in amounts of
US$100,000 or more are shown in the following table.
Time
deposits
Certificates of
deposit
(in millions)
Total
Domestic offices:
Three months or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Over three months through six months . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Over six months through twelve months . . . . . . . . . . . . . . . . . . . . . . . . . . .
Over twelve months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 7,278,512
3,112,382
3,279,457
4,215,039
¥17,885,390
¥4,166,455
576,040
90,960
33,180
¥4,866,635
Foreign offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥11,444,967
3,688,422
3,370,417
4,248,219
¥22,752,025
¥ 8,252,109
A-16
Note:
The balance and remaining maturities of time deposits issued by domestic offices in amounts of ¥10 million or more at March 31, 2005
have been restated as follows:
Three months or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Over three months through six months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Over six months through twelve months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Over twelve months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 5,881,299
2,169,510
2,270,874
2,483,332
¥ 5,881,064
2,169,022
2,270,341
2,457,198
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥12,805,015
¥12,777,625
As previously
reported
As restated
(in millions)
VI. Short-Term Borrowings
The following table shows certain additional information with respect to our short-term borrowings for the
fiscal years ended March 31, 2004, 2005 and 2006:
Call money, funds purchased, and payables under repurchase
agreements and securities lending transactions:
Average balance outstanding during the fiscal year . . . . . . . .
Maximum balance outstanding at any month-end during the
fiscal year
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average interest rate during the fiscal year . . . . . . .
Weighted average interest rate on balance at end of fiscal
year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to trust account:
Average balance outstanding during the fiscal year . . . . . . . .
Maximum balance outstanding at any month-end during the
fiscal year
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average interest rate during the fiscal year . . . . . . .
Weighted average interest rate on balance at end of fiscal
year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other short-term borrowings:
Average balance outstanding during the fiscal year . . . . . . . .
Maximum balance outstanding at any month-end during the
fiscal year
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average interest rate during the fiscal year . . . . . . .
Weighted average interest rate on balance at end of fiscal
year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fiscal years ended March 31,
2004
2005
2006
(in millions, except percentages)
¥10,928,476
¥10,708,831
¥11,425,130
12,891,989
9,397,338
11,923,247
7,057,526
13,502,158
11,384,527
0.77%
0.65%
0.76%
1.11%
1.48%
1.33%
¥ 1,326,313
¥ 1,349,118
¥ 2,099,745
1,403,734
1,380,269
1,411,055
1,231,050
3,438,160
2,427,932
0.37%
0.30%
0.29%
0.28%
0.24%
0.19%
¥ 3,727,461
¥ 9,413,280
¥11,828,663
5,663,067
5,663,067
12,380,021
10,724,775
16,059,642
10,534,378
0.40%
0.12%
0.24%
0.24%
0.54%
0.68%
A-17
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets as of March 31, 2005 and 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Income for the Fiscal Years ended March 31, 2004, 2005 and 2006 . . . . . . . . .
Consolidated Statements of Changes in Equity from Nonowner Sources for the Fiscal Years ended
Page
F-2
F-3
F-4
March 31, 2004, 2005 and 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-5
Consolidated Statements of Shareholders’ Equity for the Fiscal Years ended March 31, 2004, 2005
and 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for the Fiscal Years ended March 31, 2004, 2005 and 2006 . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-6
F-7
F-8
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Mitsubishi UFJ Financial Group, Inc.
(Formerly, Mitsubishi Tokyo Financial Group, Inc.)
(Kabushiki Kaisha Mitsubishi UFJ Financial Group
(Formerly, Kabushiki Kaisha Mitsubishi Tokyo Financial Group)):
We have audited the accompanying consolidated balance sheets of Mitsubishi UFJ Financial Group, Inc.
(Kabushiki Kaisha Mitsubishi UFJ Financial Group) (“MUFG”) (formerly, Mitsubishi Tokyo Financial Group,
Inc. (Kabushiki Kaisha Mitsubishi Tokyo Financial Group) (“MTFG”)) and subsidiaries (together, the “MUFG
Group”) as of March 31, 2005 and 2006, and the related consolidated statements of income, changes in equity
from nonowner sources, shareholders’ equity, and cash flows for each of the three years in the period ended
March 31, 2006 (all expressed in Japanese Yen). These financial statements are the responsibility of MUFG’s
management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. MUFG is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration
of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the MUFG Group’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial
position of the MUFG Group as of March 31, 2005 and 2006, and the results of their operations and their cash
flows for each of the three years in the period ended March 31, 2006, in conformity with accounting principles
generally accepted in the United States of America.
As discussed in Note 2 to the consolidated financial statements, on October 1, 2005, MTFG merged with
UFJ Holdings, Inc. and was renamed MUFG.
As discussed in the respective footnotes to the consolidated financial statements, the balances and
components of the investment in direct financing leases as of March 31, 2005 in Note 7, the balances of domestic
time deposits issued in the amount of ¥10 million or more as of March 31, 2005 in Note 13, the components of
other short-term borrowings as of March 31, 2005 in Note 17 and the balances of trading account assets and
liabilities related to foreign activities as of March 31, 2005 in Note 31 have been restated.
As discussed in Note 1 to the consolidated financial statements, MUFG changed its method of accounting
for variable interest entities in the fiscal year ended March 31, 2005 and its method of accounting for conditional
asset retirement obligations in the fiscal year ended March 31, 2006.
/s/ Deloitte Touche Tohmatsu
DELOITTE TOUCHE TOHMATSU
Tokyo, Japan
September 26, 2006
F-2
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2005 AND 2006
ASSETS
Cash and due from banks (Note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-earning deposits in other banks (Note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Call loans and funds sold (Note 15) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables under resale agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables under securities borrowing transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account assets (including assets pledged that secured parties are permitted to sell or repledge of ¥2,289,234 million in
2005 and ¥3,970,820 million in 2006) (Notes 5 and 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment securities (Notes 6 and 12):
2005
2006
(in millions)
¥
4,206,498
4,520,270
1,147,786
976,281
5,230,242
¥
6,235,278
6,240,654
2,026,293
1,379,985
5,142,074
7,705,965
10,728,023
Securities available for sale—carried at estimated fair value (including assets pledged that secured parties are permitted to
sell or repledge of ¥2,330,160 million in 2005 and ¥3,525,681 million in 2006) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Securities being held to maturity—carried at amortized cost (including assets pledged that secured parties are permitted to
sell or repledge of ¥286,049 million in 2006) (estimated fair value of ¥2,213,585 million in 2005 and ¥2,451,757 million
in 2006)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Preferred stock investment in ex-UFJ Bank Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26,557,936
45,485,909
2,191,316
700,000
341,744
2,466,074
—
862,969
Total investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29,790,996
48,814,952
Loans, net of unearned income, unamortized premiums and deferred loan fees (including assets pledged that secured parties are
permitted to sell or repledge of ¥947,648 million in 2005 and ¥3,020,451 million in 2006) (Notes 7 and 12) . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for credit losses (Notes 7 and 8)
50,904,016
(739,872)
95,506,835
(1,012,227)
Net loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50,164,144
94,494,608
Premises and equipment—net (Note 9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customers’ acceptance liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets—net (Notes 2 and 10)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill (Notes 2 and 10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets (Note 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets (including assets pledged that secured parties are permitted to sell or repledge of ¥5,904 million in 2006) (Notes 7,
12, 18 and 19) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assets of discontinued operations to be disposed or sold (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
568,806
144,232
39,971
253,230
85,834
773,827
2,603,678
210,340
1,173,577
241,331
94,719
1,504,495
1,843,948
1,211,431
4,963,566
124,513
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥108,422,100
¥186,219,447
Deposits (Notes 12 and 13):
Domestic offices:
LIABILITIES AND SHAREHOLDERS’ EQUITY
Non-interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥
7,025,570
51,007,526
¥ 20,079,575
89,985,274
Overseas offices:
Non-interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Call money and funds purchased (Notes 12 and 15) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under repurchase agreements (Note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under securities lending transactions (Note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to trust account (Note 16) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other short-term borrowings (Notes 12 and 17) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account liabilities (Note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Obligations to return securities received as collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bank acceptances outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt (Notes 12 and 17) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities (Notes 11, 18 and 19) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities of discontinued operations to be extinguished or assumed (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,770,141
10,339,862
71,143,099
1,521,057
3,612,094
1,924,375
1,231,050
10,724,775
1,958,921
3,025,817
39,971
109,926
5,981,747
2,616,408
159,763
3,263,873
13,311,209
126,639,931
2,273,754
5,289,754
3,821,019
2,427,932
10,534,378
3,022,151
3,946,381
94,719
172,129
13,889,525
4,320,859
118,762
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
104,049,003
176,551,294
Commitments and contingent liabilities (Notes 26 and 28)
Shareholders’ equity (Note 23):
Capital stock (Notes 20 and 21) :
Preferred stock—aggregate liquidation preference of ¥372,100 million in 2005 and ¥965,701 million in 2006, with no
stated value (Note 36)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock—authorized, 33,000,000 shares; issued, 6,545,353 shares in 2005 and 10,247,852 shares in 2006, with no
stated value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital surplus (Note 21) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings (Notes 22 and 36):
Appropriated for legal reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unappropriated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other changes in equity from nonowner sources, net of taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock, at cost—6,802 common shares in 2005 and 506,509 common shares in 2006 . . . . . . . . . . . . . . . . . . . . . . . . . .
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
247,100
247,100
1,084,708
1,080,463
239,571
1,327,894
396,582
(3,221)
4,373,097
1,084,708
5,566,894
239,571
1,424,634
1,880,215
(774,969)
9,668,153
Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥108,422,100
¥186,219,447
See the accompanying notes to Consolidated Financial Statements.
F-3
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE FISCAL YEARS ENDED MARCH 31, 2004, 2005 AND 2006
Interest income:
Loans, including fees (Note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits in other banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment securities:
Interest
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Call loans and funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables under resale agreements and securities borrowing transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2004
2005
2006
(in millions)
¥
918,253
47,665
¥ 919,065
66,263
¥1,728,047
146,572
341,051
41,207
28,451
5,384
35,891
330,386
40,180
30,829
6,398
45,580
463,602
51,468
57,404
19,271
64,318
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,417,902
1,438,701
2,530,682
Interest expense:
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debentures (Note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Call money and funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under repurchase agreements and securities lending transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to trust account
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other short-term borrowings and trading account liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
177,525
4,035
9,563
74,043
4,950
34,281
120,765
425,162
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (credit) for credit losses (Notes 7 and 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
992,740
(114,364)
219,743
351
7,111
74,081
3,887
54,041
110,392
469,606
969,095
108,338
449,398
—
7,445
161,518
5,091
103,954
154,663
882,069
1,648,613
110,167
Net interest income after provision (credit) for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,107,104
860,757
1,538,446
Non-interest income:
Fees and commissions (Note 29) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange gains (losses)—net (Note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account profits—net (Note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment securities gains—net (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in earnings of equity method investees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Refund of the local taxes by the Tokyo Metropolitan Government (Note 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Government grant for transfer of substitutional portion of Employees’ Pension Fund Plans (Note 18)
. . . . . . . .
Gains on sales of loans (Note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
564,705
413,742
103,901
117,354
5,213
41,989
—
321
51,440
641,091
(47,164)
62,052
198,006
26,272
—
—
608
105,945
1,033,275
(322,355)
16,423
89,861
22,258
—
103,001
34,831
90,058
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,298,665
986,810
1,067,352
Non-interest expense:
Salaries and employee benefits (Note 18) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Occupancy expenses—net (Notes 9 and 28) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fees and commission expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of intangible assets (Note 10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Insurance premiums, including deposit insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interest in income of consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-interest expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
503,455
120,024
80,252
63,395
54,378
40,922
27,032
339,947
473,136
116,338
87,190
69,300
56,952
36,701
27,402
262,154
746,372
187,324
218,428
179,543
89,697
157,222
44,420
453,119
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,229,405
1,129,173
2,076,125
Income from continuing operations before income tax expense and cumulative effect of a change in
accounting principle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense (Note 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations before cumulative effect of a change in accounting principle . . . . . . .
Income from discontinued operations—net (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cumulative effect of a change in accounting principle, net of tax (Notes 1 and 27) . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income allocable to preferred shareholders:
Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Beneficial conversion feature (Note 20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income available to common shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts per share (Notes 22 and 24):
Basic earnings per common share—income from continuing operations available to common shareholders
before cumulative effect of a change in accounting principle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic earnings per common share—net income available to common shareholders . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings per common share—income from continuing operations available to common shareholders
before cumulative effect of a change in accounting principle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings per common share—net income available to common shareholders . . . . . . . . . . . . . . . . . . . . . .
1,176,364
355,308
821,056
1,946
—
718,394
303,755
414,639
1,493
(977)
529,673
165,473
364,200
8,973
(9,662)
823,002
¥ 415,155
¥ 363,511
7,981
—
¥
6,837
—
¥
5,386
201,283
815,021
¥ 408,318
¥ 156,842
(in Yen)
¥
¥
¥
¥128,044.42
128,350.88
¥62,637.96
62,717.21
¥19,398.62
19,313.78
124,735.34
125,033.96
62,397.57
62,476.76
19,036.71
18,951.87
See the accompanying notes to Consolidated Financial Statements.
F-4
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FROM NONOWNER SOURCES
FOR THE FISCAL YEARS ENDED MARCH 31, 2004, 2005 AND 2006
Gains (Losses)
before income
tax expense
(benefit)
Income tax
(expense)
benefit
(in millions)
Fiscal year ended March 31, 2004:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other changes in equity from nonowner sources:
Net unrealized holding gains on investment securities available for sale . . .
Reclassification adjustment for gains included in net income . . . . . . . . . . .
¥ 824,150
(138,371)
¥(338,099)
54,917
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
685,779
(283,182)
Net unrealized gains on derivatives qualifying for cash flow hedges . . . . . .
Reclassification adjustment for gains included in net income . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,286
(9,227)
(4,941)
(1,740)
3,529
1,789
Gains (Losses)
net of income
tax expense
(benefit)
¥ 823,002
486,051
(83,454)
402,597
2,546
(5,698)
(3,152)
Minimum pension liability adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . .
167,510
(46,395)
121,115
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification adjustment for losses included in net income . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(38,877)
9,839
(29,038)
5,062
(467)
4,595
Total changes in equity from nonowner sources . . . . . . . . . . . . . . . . . . . . . . . . . .
Fiscal year ended March 31, 2005:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other changes in equity from nonowner sources:
Net unrealized holding gains on investment securities available for sale . . .
Reclassification adjustment for gains included in net income . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 258,757
(251,898)
6,859
¥(105,199)
102,597
(2,602)
Net unrealized gains on derivatives qualifying for cash flow hedges . . . . . .
Reclassification adjustment for gains included in net income . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minimum pension liability adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification adjustment for losses included in net income . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
328
(847)
(519)
18,379
(6,091)
9,980
3,889
(126)
324
198
(6,830)
(6,933)
(578)
(7,511)
Total changes in equity from nonowner sources . . . . . . . . . . . . . . . . . . . . . . . . . .
Fiscal year ended March 31, 2006:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other changes in equity from nonowner sources:
(33,815)
9,372
(24,443)
¥1,319,119
¥ 415,155
153,558
(149,301)
4,257
202
(523)
(321)
11,549
(13,024)
9,402
(3,622)
¥ 427,018
¥ 363,511
Net unrealized holding gains on investment securities available for sale . . .
Reclassification adjustment for gains included in net income . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥2,226,284
(72,705)
2,153,579
¥(905,855)
28,657
(877,198)
1,320,429
(44,048)
1,276,381
Net unrealized losses on derivatives qualifying for cash flow hedges . . . . .
Reclassification adjustment for gains included in net income . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,342)
(441)
(2,783)
896
169
1,065
(1,446)
(272)
(1,718)
Minimum pension liability adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . .
218,905
(92,890)
126,015
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification adjustment for gains included in net income . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97,545
(7,804)
89,741
(5,634)
(1,152)
(6,786)
Total changes in equity from nonowner sources . . . . . . . . . . . . . . . . . . . . . . . . . .
91,911
(8,956)
82,955
¥1,847,144
See the accompanying notes to Consolidated Financial Statements.
F-5
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
FOR THE FISCAL YEARS ENDED MARCH 31, 2004, 2005 AND 2006
2004
2005
2006
(in millions)
Preferred stock (Note 20):
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Conversion of Class 2 preferred stock to common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of new shares of Class 3 preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 222,100
(85,000)
—
¥ 137,100
(15,000)
125,000
¥ 247,100
—
—
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 137,100
¥ 247,100
¥ 247,100
Common stock (Note 21):
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of new shares of common stock by conversion of Class 2 preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 984,708
85,000
¥1,069,708
15,000
¥1,084,708
—
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥1,069,708
¥1,084,708
¥1,084,708
Capital surplus (Note 21):
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of new shares of Class 3 preferred stock (Note 20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of new shares of common stock in exchange for the shares of Diamond Computer Service Co., Ltd. (Note 4) . . . . . . . . .
Redemption of Class 1 preferred stock (Note 20)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Merger with UFJ Holdings, Inc. (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of beneficial conversion feature of preferred stock (Note 20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gains (losses) on sales of shares of treasury stock, net of taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥1,058,611
—
—
—
—
—
(674)
(37)
¥1,057,900
123,951
20,974
(122,100)
—
—
(219)
(43)
¥1,080,463
—
—
(122,100)
4,403,225
201,283
2,677
1,346
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥1,057,900
¥1,080,463
¥5,566,894
Retained earnings appropriated for legal reserve (Note 22):
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfer from unappropriated retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 237,474
2,097
¥ 239,571
—
¥ 239,571
—
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 239,571
¥ 239,571
¥ 239,571
Unappropriated retained earnings (Note 22):
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 170,408
823,002
¥ 958,416
415,155
¥1,327,894
363,511
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
993,410
1,373,571
1,691,405
Deduction:
Cash dividends:
Common share—¥4,000.00 in 2004, ¥6,000.00 in 2005 and ¥9,000.00 in 2006 per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Preferred share (Class 1)—¥82,500.00 in 2004, ¥82,500.00 in 2005 and ¥41,250.00 in 2006 per share . . . . . . . . . . . . . . . . . .
Preferred share (Class 2)—¥16,200.00 in 2004 and ¥8,100.00 in 2005 per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Preferred share (Class 3)—¥37,069.00 in 2006 per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfer to retained earnings appropriated for legal reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of beneficial conversion feature of preferred stock (Note 20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred compensation-restricted stock awards of UnionBanCal Corporation (Note 33) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(24,916)
(6,716)
(1,265)
—
(2,097)
—
—
(34,994)
(38,840)
(6,716)
(121)
—
—
—
—
(45,677)
(58,855)
(1,679)
—
(3,707)
—
(201,283)
(1,247)
(266,771)
Balance at end of fiscal year (Note 36) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 958,416
¥1,327,894
¥1,424,634
Accumulated other changes in equity from nonowner sources, net of taxes:
Net unrealized gains on investment securities available for sale (Note 6):
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change during the fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 323,265
402,597
¥ 725,862
4,257
¥ 730,119
1,276,381
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 725,862
¥ 730,119
¥2,006,500
Net unrealized gains (losses) on derivatives qualifying for cash flow hedges (Note 25):
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change during the fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥
¥
4,523
(3,152)
1,371
¥
¥
1,371
(321)
1,050
¥
¥
1,050
(1,718)
(668)
Minimum pension liability adjustments (Note 18):
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change during the fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ (263,143)
121,115
¥ (142,028)
11,549
¥ (130,479)
126,015
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ (142,028)
¥ (130,479)
¥
(4,464)
Foreign currency translation adjustments:
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change during the fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ (176,043)
(24,443)
¥ (200,486)
(3,622)
¥ (204,108)
82,955
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ (200,486)
¥ (204,108)
¥ (121,153)
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 384,719
¥ 396,582
¥1,880,215
Treasury stock:
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of shares of treasury stock (Note 21) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales of shares of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase resulting from merger with UFJ Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net decrease (increase) resulting from changes in voting interests in its consolidated subsidiaries and affiliated companies . . . . . .
¥
¥
(3,275)
(467)
1,081
—
218
(2,443)
(921)
836
—
(693)
¥
(3,221)
(775,242)
4,243
(868)
119
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥
(2,443)
¥
(3,221)
¥ (774,969)
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥3,844,971
¥4,373,097
¥9,668,153
See the accompanying notes to Consolidated Financial Statements.
F-6
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FISCAL YEARS ENDED MARCH 31, 2004, 2005 AND 2006
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by operating activities:
Income from discontinued operations—net (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (credit) for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Government grant for transfer of substitutional portion of Employees’ Pension Fund plans (Note 18) . . . . . . . . . . . . . . . . . . .
Investment securities gains—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange losses (gains)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for deferred income tax expense
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease (increase) in trading account assets, excluding foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase (decrease) in trading account liabilities, excluding foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease in accrued interest receivable and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase (decrease) in accrued interest payable and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net decrease in accrued income taxes and increase in income tax receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other—net
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows from investing activities:
Proceeds from sales of investment securities available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from maturities of investment securities available for sale
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of investment securities available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from maturities of investment securities being held to maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of investment securities being held to maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of other investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of preferred stock investment in ex-UFJ Bank Limited (Note 6)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of common stock investment in ACOM Co., LTD. (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of other investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net increase in loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net decrease (increase) in interest-earning deposits in other banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net decrease (increase) in call loans, funds sold, and receivables under resale agreements
and securities borrowing transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital expenditures for premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash acquired by the merger with UFJ Holdings, Inc.—net (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash acquired due to increase of consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other—net
2004
2005
2006
(in millions)
¥
823,002
¥
415,155
¥
363,511
(1,946)
119,032
(114,364)
—
(117,354)
(486,898)
308,542
(430,353)
440,857
17,699
(28,195)
(8,877)
96,526
617,671
29,334,674
15,361,761
(47,106,706)
59,790
(1,051,591)
36,239
—
—
(115,637)
(1,240,290)
260,128
(4,380,801)
38,441
(51,965)
—
—
(267,380)
(1,493)
116,348
108,338
—
(198,006)
75,287
234,555
(586,923)
76,059
2,623
12,198
(24,775)
(21,803)
207,563
38,786,642
34,964,164
(72,931,671)
61,741
(1,004,347)
24,865
(700,000)
(137,877)
(218,728)
(177,347)
(873,275)
582,119
16,365
(44,015)
—
—
(170,484)
(8,973)
260,825
110,167
(103,001)
(89,861)
222,977
67,261
958,487
(1,267,996)
15,616
(29,197)
(163,365)
17,635
354,086
47,801,160
35,712,110
(79,944,570)
42,264
(241,001)
132,838
—
—
(53,240)
(1,231,764)
(500,026)
876,349
43,255
(82,390)
5,509,837
203,363
(12,923)
Net cash provided by (used in) investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(9,123,337)
(1,821,848)
8,255,262
Cash flows from financing activities:
Net increase in deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease in debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net increase (decrease) in call money, funds purchased, and payables under repurchase
agreements and securities lending transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net decrease in due to trust account
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net increase (decrease) in other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of new shares of preferred stock, net of stock issue expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of preferred stock issued by a subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments for redemption of preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments to acquire treasury stock (Note 21) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid to minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other—net
4,061,827
(370,103)
338,173
(21,349)
2,833,091
1,300,373
(712,984)
—
—
—
942
(467)
(32,840)
(8,646)
14,407
1,081,464
(265,957)
(2,457,990)
(149,219)
3,820,971
1,438,251
(894,480)
248,951
—
(122,100)
1,164
(921)
(45,648)
(11,490)
86,396
696,735
—
(168,928)
(702,246)
(6,628,777)
3,314,680
(2,122,116)
—
108,250
(122,100)
7,832
(775,242)
(64,220)
(62,435)
(82,154)
Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,402,424
2,729,392
(6,600,721)
Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(73,372)
(6,637)
20,283
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of fiscal year (including cash and cash equivalents identified as discontinued
operations of ¥23,599 million in 2004, ¥10,752 million in 2005 and ¥13,939 million in 2006) . . . . . . . . . . . . . . . . . . . . . . . . .
(1,176,614)
1,108,470
2,028,910
4,288,581
3,111,967
4,220,437
Cash and cash equivalents at end of fiscal year (including cash and cash equivalents identified as discontinued operations
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
of ¥10,752 million in 2004, ¥13,939 million in 2005 and ¥14,069 million in 2006)
¥ 3,111,967
¥ 4,220,437
¥ 6,249,347
Supplemental disclosure of cash flow information:
Cash paid during the fiscal year for:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest
Income taxes, net of refunds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash investing activities:
Available-for-sale securities transferred to held-to-maturity category (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketable equity securities transferred to employee retirement benefit trusts (Note 18)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of new shares of common stock in exchange for the shares of Diamond Computer Service Co., Ltd. (Note 4) . . . . . . . . .
Obtaining assets by entering into capital lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Merger with UFJ Holdings, Inc. by stock-for-stock exchanges (Note 2):
Non-cash assets acquired at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities assumed at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash financing activities:
Stocks issued in connection with the merger with UFJ Holdings, Inc. (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥
454,540
58,833
¥
453,532
95,477
¥
913,783
254,588
78,343
87,586
—
3,882
—
—
—
—
—
—
20,974
8,232
—
—
—
—
—
—
—
27,158
78,619,706
79,804,419
(1,184,713)
4,403,225
See the accompanying notes to Consolidated Financial Statements.
F-7
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Description of Business
Mitsubishi UFJ Financial Group, Inc. (“MUFG”) and its subsidiaries (together, the “MUFG Group”)
conduct domestic and international financial business through The Bank of Tokyo-Mitsubishi UFJ, Ltd.
(“BTMU”), Mitsubishi UFJ Trust and Banking Corporation (“MUTB”) and Mitsubishi UFJ Securities Co., Ltd.
(“MUS”), the principal subsidiaries of MUFG. BTMU is a major commercial banking institution, providing a
broad range of financial services from its network of branches, offices and subsidiaries in Japan and around the
world. MUTB is a trust banking subsidiary whose primary business encompasses banking, asset management and
administration, fiduciary and agency services, and real estate services. MUS provides securities and investment
banking services, such as mergers and acquisitions, derivatives, corporate advisory and securitizations. See Note
30 for more information by business segment.
On October 1, 2005, Mitsubishi Tokyo Financial Group, Inc. (“MTFG”), the parent company of The Bank
of Tokyo-Mitsubishi, Ltd. (“BTM”), Mitsubishi Trust and Banking Corporation (“Mitsubishi Trust”) and
Mitsubishi Securities Co., Ltd. (“Mitsubishi Securities”), merged with UFJ Holdings, Inc. (“UFJ Holdings”), the
parent company of UFJ Bank Limited (“UFJ Bank”), UFJ Trust Bank Limited (“UFJ Trust”) and UFJ Tsubasa
Securities Co., Ltd. (“UFJ Tsubasa Securities”), with MTFG being the surviving entity and MTFG renamed
MUFG. The merger was accounted for under the purchase method of accounting, and the assets and liabilities of
UFJ Holdings and its subsidiaries (the “ex-UFJ Holdings Group”) were recorded at fair value as of October 1,
2005. The results of operations of the ex-UFJ Holdings Group have been included in the accompanying
consolidated financial statements since October 1, 2005. Unless otherwise mentioned, numbers as of March 31,
2005 and for the fiscal years ended March 31, 2004 and 2005 reflect the financial position and results of
ex-MTFG and its subsidiaries (the “ex-MTFG Group”) only. Numbers as of March 31, 2006 reflect the financial
position of the MUFG Group while numbers for the fiscal year ended March 31, 2006 comprised the results of
the ex-MTFG Group for the six months ended September 30, 2005 and the results of the MUFG Group from
October 1, 2005 to March 31, 2006. See Note 2 for further discussion of the merger.
Basis of Financial Statements
The accompanying consolidated financial statements are stated in Japanese yen, the currency of the country
in which MUFG is incorporated and principally operates. The accompanying consolidated financial statements
have been prepared on the basis of accounting principles generally accepted in the United States of America
(“US GAAP”). In certain respects, the accompanying consolidated financial statements reflect adjustments which
are not included in the consolidated financial statements issued by MUFG and certain of its subsidiaries in
accordance with applicable statutory requirements and accounting practices in their respective countries of
incorporation. The major adjustments include those relating to (1) investment securities, (2) derivative financial
instruments, (3) allowance for credit losses, (4) income taxes, (5) consolidation, (6) premises and equipment,
(7) transfer of financial assets, (8) accrued severance indemnities and pension liabilities, (9) goodwill and other
intangible assets and (10) lease transactions.
Fiscal periods of certain subsidiaries, which ended on or after December 31, and MUFG’s fiscal year, which
ended on March 31, have been treated as coterminous. For the fiscal years ended March 31, 2004, 2005 and
2006, the effect of recording intervening events for the three-month periods ended March 31 on MUFG’s
proportionate equity in net income of subsidiaries with fiscal periods ending on December 31, would have
resulted in an increase of ¥2.64 billion, a decrease of ¥0.94 billion and an increase of ¥8.63 billion, respectively,
to net income. No intervening events occurred during each of the three-month periods ended March 31, 2004,
F-8
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
2005 and 2006 which, if recorded, would have had effects of more than 1% of consolidated total assets, loans,
total liabilities, deposits or total shareholders’ equity as of March 31, 2004, 2005 and 2006.
Use of Estimates
The preparation of consolidated financial statements in conformity with US GAAP requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates. Material
estimates that are particularly susceptible to significant change in the near term primarily relate to the allowance
for credit losses on loans and off-balance-sheet credit instruments, deferred tax assets, financial instruments with
no available market prices, goodwill, investment securities and accrued severance indemnities and pension
liabilities.
Summary of Significant Accounting Policies
Significant accounting policies applied in the accompanying consolidated financial statements are
summarized below:
Consolidation—The consolidated financial statements include the accounts of MUFG and its subsidiaries
over which control is exercised through either majority ownership of voting stock and/or other means, including,
but not limited to, the possession of the power to direct or cause the direction of the management and policies of
entities. In situations in which the MUFG Group has less than 100% but greater than 50% of ownership in
entities, such entities are consolidated and minority interests are also recorded in Other liabilities. Intercompany
items have been eliminated. Investments in affiliated companies (companies over which the MUFG Group has
the ability to exercise significant influence) are accounted for by the equity method of accounting and are
reported in Other assets. The MUFG Group’s equity interests in the earnings of these equity investees and gains
or losses realized on disposition of such investments are reported in Equity in earnings of equity method
investees.
Variable interest entities are consolidated when the MUFG Group has a variable interest that will absorb a
majority of the entity’s expected losses, receive a majority of the entity’s expected returns, or both. See
Accounting Changes—Variable Interest Entities and Note 27.
Assets that the MUFG Group holds in an agency, fiduciary or trust capacity are not assets of the MUFG
Group and, accordingly, are not included in the accompanying consolidated balance sheets.
Cash Flows—For the purposes of reporting cash flows, cash and cash equivalents are defined as those
amounts included in the consolidated balance sheets under the caption Cash and due from banks with original
maturities of 90 days or less. Cash flows from qualified hedging activities are classified in the same category as
the items being hedged.
Translation of Foreign Currency Financial Statements and Foreign Currency Transactions—Financial
statements of overseas entities are translated into Japanese yen using the respective fiscal year-end exchange
rates for assets and liabilities. Income and expense items are translated at average rates of exchange for the
respective fiscal periods.
Except for overseas entities located in highly inflationary economies, foreign currency translation gains and
losses related to the financial statements of overseas entities of the MUFG Group, net of related income tax
effects, are credited or charged directly to Foreign currency translation adjustments, a component of accumulated
other changes in equity from nonowner sources. Tax effects of gains and losses on foreign currency translation of
F-9
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
financial statements of overseas entities are not recognized unless it is apparent that the temporary differences
will reverse in the foreseeable future. If applicable, foreign exchange translation gains and losses pertaining to
entities located in highly inflationary economies are recorded in Foreign exchange gains (losses)—net, as
appropriate. For these entities, premises and equipment and the related depreciation and amortization thereof are
translated at exchange rates prevailing at dates of acquisition.
Foreign currency denominated assets and liabilities are translated into the functional currencies of the
individual entities included in consolidation at the respective fiscal year-end foreign exchange rates. Foreign
currency denominated income and expenses are translated using average rates of exchange for the respective
fiscal periods. Gains and losses from such translation are included in Foreign exchange gains (losses)—net, as
appropriate.
Repurchase Agreements, Securities Lending and Other Secured Financing Transactions—Securities sold
with agreements to repurchase (“repurchase agreements”), securities purchased with agreements to resell (“resale
agreements”) and securities lending and borrowing transactions are accounted for as sales of securities with
related off-balance-sheet forward repurchase commitments or purchases of securities with related off-balance-
sheet forward resale commitments, if they meet the relevant conditions for the surrender of control as provided
by Statement of Financial Accounting Standards (“SFAS”) No. 140, “Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities, a replacement of FASB Statement No. 125.” If the
conditions are not met, the transactions are treated as secured financing or lending.
Collateral—For secured lending transactions, including resale agreements, securities borrowing
transactions, commercial lending and derivative transactions, the MUFG Group, as a secured party, generally has
the right to require the counterparties to provide collateral, including letters of credit, cash, securities and other
financial assets. For most securities lending transactions, the MUFG Group maintains strict levels of
collateralization governed by daily mark-to-market analysis. Financial assets pledged as collateral are generally
negotiable financial instruments and are permitted to be sold or repledged by secured parties. If the MUFG
Group sells these financial assets received as collateral, it recognizes the proceeds from the sale and its obligation
to return the collateral. For secured borrowing transactions, principally repurchase agreements and securities
lending transactions and derivative transactions, where the secured party has the right to sell or repledge financial
assets pledged as collateral, the MUFG Group separately discloses those financial assets pledged as collateral in
the consolidated balance sheets.
Trading Account Securities—Securities and money market instruments held in anticipation of short-term
market movements and for resale to customers are included in Trading account assets, and short trading positions
of these instruments are included in Trading account liabilities. Trading positions are carried at fair value on the
consolidated balance sheets and recorded on a trade date basis. Changes in the fair value of trading positions are
recognized currently in Trading account profits—net, as appropriate.
Investment Securities—Debt securities for which the MUFG Group has both the positive intent and ability to
hold to maturity are classified as Securities being held to maturity and carried at amortized cost. Debt securities
that the MUFG Group may not hold to maturity and marketable equity securities, other than those classified as
Trading account securities, are classified as Securities available for sale, and are carried at their fair values, with
unrealized gains and losses reported on a net-of-tax basis within accumulated other changes in equity from
nonowner sources, which is a component of shareholders’ equity. Other investment securities include
nonmarketable equity securities carried at their acquisition costs, and also securities held by subsidiaries that are
investment companies and brokers and dealers. Securities held by those subsidiaries are not within the scope of
SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities” and are subject to the
specialized industry accounting principles in AICPA Audit and Accounting Guides for “Investment Companies”
and “Brokers and Dealers in Securities” (the “AICPA Guides”) applicable for those subsidiaries. Securities of
F-10
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
those subsidiaries are carried at their fair values. The preferred stock investment in ex-UFJ Bank was separately
presented at cost in the consolidated balance sheet at March 31, 2005 and eliminated in consolidation at March
31, 2006.
Individual debt and equity securities are written down to fair value with the resulting losses charged to
operations when, in the opinion of management, a decline in estimated fair value below the cost of such
securities is other than temporary. Such impairment loss is included in Investment securities gains—net in the
consolidated statements of income. In determining other than temporary declines in fair value to be recognized as
an impairment loss on investment securities, the MUFG Group generally considers factors such as the financial
condition of the issuer, the extent of decline in fair value, and the length of time that the decline in fair value
below cost has existed. See Note 6 for a further discussion of other than temporary impairment. Interest and
dividends on investment securities are reported in Interest income. Dividends are recognized when the
shareholders’ right to receive the dividend is established. Gains and losses on disposition of investment securities
are computed using the average cost method and are recognized on the trade date.
Derivative Financial Instruments—The MUFG Group engages in derivative activities involving swaps,
forwards, futures and options, and other types of derivative contracts. Derivatives are used in trading activities to
generate trading revenues and fee income for its own account and to respond to the customers’ financial needs.
Derivatives are also used to manage its market risk exposures to fluctuations in interest and foreign exchange
rates, equity and commodity prices, and counterparty credit risk.
Derivatives entered into for trading purposes are carried at fair value and are reported as Trading account
assets or Trading account liabilities. Fair values are estimated based on market or broker-dealer quotes when
available. Valuation models such as present value and pricing models are applied to current market information
to estimate fair values when such quotes are not available. The MUFG Group defers trade date gains or losses on
derivatives where the fair values of those derivatives are not obtained from a quoted market price, supported by
comparison to other observable market transactions, or based upon a valuation technique incorporating
observable market data. The fair values of derivative contracts executed with the same counterparty under legally
enforceable master netting agreements are presented on a net basis. Changes in the fair value of such contracts
are recognized currently in Foreign exchange gains (losses)—net with respect to foreign exchange contracts and
in Trading account profits—net with respect to interest rate contracts and other types of contracts.
Embedded features that are not clearly and closely related to the host contracts and meet the definition of
derivatives are separated from the host contracts and measured at fair value unless the contracts embedding the
derivatives are measured at fair value in their entirety.
Derivatives are also used to manage exposures to fluctuations in interest and foreign exchange rates arising
from mismatches of asset and liability positions. Certain of those derivatives are designated by the MUFG Group
and qualify for hedge accounting. A derivative is designated as a hedging instrument at the inception of each
such hedge relationship and the MUFG Group documents, for such individual hedging relationships, the risk
management objective and strategy, including identifying the item being hedged, identifying the specific risk
being hedged and the method used to assess the hedge’s effectiveness. In order for a hedging relationship to
qualify for hedge accounting, the changes in the fair value of the derivative instruments must be highly effective
in achieving offsetting changes in fair values or variable cash flows of the hedged items attributable to the risk
being hedged. Any ineffectiveness, which arises during the hedging relationship, is recognized in Non-interest
income or expense in the period in which it arises. All qualifying hedging derivatives are valued at fair value and
included in Other assets or Other liabilities. For fair value hedges of interest-bearing assets or liabilities, the
change in the fair value of the hedged item and the hedging instruments is recognized in net interest income to
the extent that it is effective. For all other fair value hedges, the change in the fair value of the hedged item and
change in fair value of the derivative are recognized in non-interest income or expense. For cash flow hedges, the
F-11
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
unrealized changes in fair value to the extent effective are recognized in accumulated other changes in equity
from nonowner sources. Amounts realized on cash flow hedges related to variable rate loans are recognized in
net interest income in the period when the cash flow from the hedged item is realized. The fair value of cash flow
hedges related to forecasted transactions, if any, is recognized in non-interest income or expense in the period
when the forecasted transaction occurs. Any difference that arises from gains or losses on hedging derivatives
offsetting corresponding gains or losses on the hedged items, and gains and losses on derivatives attributable to
the risks excluded from the assessment of hedge effectiveness are currently recognized in non-interest income or
expense. Derivatives that do not qualify for hedge accounting are considered trading positions and are accounted
for as such.
Loans—Loans originated by the MUFG Group and the ex-MTFG Group (“originated loans”) are carried at
the principal amount outstanding, adjusted for unearned income and deferred net nonrefundable loan fees and
costs. Originated loans held and intended for dispositions or sales in secondary markets are transferred to the
held-for-sale classification and carried at the lower of cost or estimated fair value generally on an individual loan
basis. Loan origination fees, net of certain direct origination costs, are deferred and recognized over the
contractual life of the loan as an adjustment of yield using the method that approximates the interest method.
Interest income on loans that are not impaired is accrued and credited to interest income as it is earned. Unearned
income and discounts or premiums on purchased loans are deferred and recognized over the contractual lives of
the loans using a method that approximates the interest method when such purchased loans are outside the scope
of SOP 03-3.
Originated loans are considered impaired when, based on current information and events, it is probable that
the MUFG Group will be unable to collect the scheduled payments of principal or interest when due according to
the contractual terms of the loan agreement. Factors considered by management in determining impairment
include payment status, collateral value, and the probability of collecting scheduled principal and interest
payments when due. Originated loans that experience insignificant payment delays and payment shortfalls
generally are not classified as impaired. Management determines the significance of payment delays and
payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the
loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment
record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a
loan by loan basis by either 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.
Originated loans are generally placed on nonaccrual status when substantial doubt exists as to the full and
timely collection of either principal or interest, or when principal or interest is contractually past due one month
or more with respect to loans of domestic banking subsidiaries, including BTMU and MUTB, and 90 days or
more with respect to loans of certain foreign banking subsidiaries. A nonaccrual loan may be restored to an
accrual status when interest and principal payments become current and management expects that the borrower
will make future contractual payments as scheduled. When a loan is placed on nonaccrual status, interest accrued
but not received is generally reversed against interest income. Cash receipts on nonaccrual loans, for which the
ultimate collectibility of principal is uncertain, are applied as principal reductions; otherwise, such collections are
credited to income. The MUFG Group does not capitalize any accrued interest in the principal balances of
impaired loans at each balance sheet date.
Loan Securitization—The MUFG Group securitizes and services commercial and industrial loans in the
normal course of business. The MUFG Group accounts for a transfer of loans in a securitization transaction as a
sale if it meets relevant conditions for the surrender of control in accordance with SFAS No. 140. Otherwise, the
transfer is accounted for as a collateralized borrowing transaction. Interests in loans sold through a securitization
accounted for as a sale may be retained in the form of subordinated tranches or beneficial interests. These
F-12
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
retained interests are primarily recorded in Securities available for sale. The previous carrying amount of the
loans involved in the transfer is allocated between the loans sold and the retained interests based on their relative
fair values at the date of the securitization. Since quoted market prices are generally not available, the MUFG
Group usually estimates fair value of these retained interests based on the present value of future expected cash
flows by using modeling techniques that involve management’s best estimates of key assumptions, which may
include default rates, recovery rates, and discount rates. Retained interests that can contractually be prepaid or
otherwise settled in such a way that the MUFG Group would not recover substantially all of its investment are
accounted for as investment securities available for sale.
Allowance for Credit Losses—The MUFG Group maintains an allowance for credit losses to absorb
probable losses inherent in the loan portfolio. Actual credit losses (amounts deemed uncollectible, in whole or in
part), net of recoveries, are deducted from the allowance for credit losses, as net charge-offs, generally based on
detailed loan reviews and a credit assessment by management at each balance sheet date. The MUFG Group
generally applies its charge-off policy to all loans in its portfolio regardless of the type of borrower. A provision
for credit losses, which is a charge against earnings, is added to bring the allowance to a level which, in
management’s opinion, is adequate to absorb probable losses inherent in the credit portfolio.
A key element relating to the policies and discipline used in determining the allowance for credit losses is
the credit classification and the related borrower categorization process. The categorization is based on
conditions that may affect the ability of borrowers to service their debt, taking into consideration current
financial information, historical payment experience, credit documentation, public information, analyses of
relevant industry segments and current trends. In determining the appropriate level of the allowance, the MUFG
Group evaluates the probable loss by category of loan based on its type and characteristics.
The allowance for credit losses for non-homogeneous loans consists of an allocated allowance for
specifically identified problem loans, an allocated allowance for country risk exposure, a formula allowance and
an unallocated allowance. An allocated allowance is also established for large groups of smaller-balance
homogeneous loans. Non-homogeneous loans such as commercial loans are evaluated individually and the
allowance for such loans is comprised of specific, country risk, formula and unallocated allowances.
The credit loss allowance for individual customers represents the impairment allowance determined in
accordance with SFAS No. 114, “Accounting by Creditors for Impairment of a Loan.” The MUFG Group
measures the impairment of a loan, with the exception of large groups of smaller-balance homogeneous loans
that are collectively evaluated for impairment, based on the present value of expected future cash flows
discounted at the loan’s effective interest rate, or on the loan’s observable market price, or based on the fair value
of the collateral if the loan is collateral dependent, when it is probable that the MUFG Group will be unable to
collect all amounts due according to the contractual terms of the loan agreement. For certain subsidiaries, some
impaired loans are aggregated for the purpose of measuring impairment using historical loss factors. Generally,
the MUFG Group’s impaired loans include nonaccrual loans, restructured loans and other loans specifically
identified as impaired.
The credit loss allowance for country risk exposure is a country-specific allowance for substandard, special
mention and unclassified loans. The allowance is established to supplement the formula allowance for these
loans, based on an estimate of probable losses relating to the exposure to countries that are identified by
management to have a high degree of transfer risk. The measure is generally based on a function of default
probability and the recovery ratio with reference to external credit ratings. For the allowance for specifically
identified cross-border problem loans, the MUFG Group incorporates transfer risk in its determination of related
allowance for credit losses.
F-13
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The formula allowance is calculated for groups of loans collectively evaluated for impairments that cannot
be attributed to specific loans by applying loss factors to outstanding substandard, special mention and
unclassified loans. The evaluation of inherent loss for these loans involves a high degree of uncertainty,
subjectivity and judgment. In determining the formula allowance, the MUFG Group, therefore, relies on a
statistical analysis that incorporates historical loss factor percentages of total loans outstanding. Corresponding to
the periodic impairment identification and self-assessment process, the estimation of the formula allowance is
back-tested by comparing the allowance with the actual results subsequent to the balance sheet date. The results
of such back-testing are evaluated by management to determine whether the manner and level of formula
allowance need to be changed in subsequent years.
The unallocated allowance represents an estimate of additional losses inherent in the loan portfolio and is
composed of attribution factors, which are based upon management’s evaluation of various conditions that are
not directly or indirectly measured in the determination of the allocated allowance. The conditions evaluated in
connection with the unallocated allowance may include existing general economic and business conditions
affecting the key lending areas of the MUFG Group, credit quality trends, collateral values, loan volumes and
concentrations, seasoning of the loan portfolio, specific industry conditions within portfolio segments, recent loss
experience in particular segments of the portfolio, duration of the current business cycle, bank regulatory
examination results and findings of the MUFG Group’s internal credit examiners.
The credit loss allowance for large groups of smaller-balance homogeneous loans is focused on loss
experience for the pool rather than on a detailed analysis of individual loans. The allowance is determined
primarily based on probable net charge-offs and the probability of insolvency based on the number of
delinquencies.
Allowance for Off-Balance-Sheet Credit Instruments—The MUFG Group maintains an allowance for credit
losses on off-balance-sheet credit instruments, including commitments to extend credit, guarantees, standby
letters of credit and other financial instruments. The allowance is recorded as a liability in Other liabilities and
includes the specific allowance for specifically identified credit exposure and the allocated formula allowance.
With regard to the specific allowance for specifically identified credit exposure and allocated formula allowance,
the MUFG Group adopts the same methodology used in determining the allowance for loan credit losses.
Potential credit losses related to derivatives are considered in the fair valuation of the derivatives.
Net changes in the allowance for off-balance-sheet credit instruments are accounted for as Other
non-interest expenses.
Premises and Equipment—Premises and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation is charged to operations over the estimated useful lives of the related assets.
Leasehold improvements are depreciated over the terms of the respective leases or the estimated useful lives of
the improvements, whichever are shorter. Depreciation of premises and equipment is computed under the
declining-balance method with respect to premises and equipment of BTMU, MUTB and certain other
subsidiaries, and under the straight-line method with respect to premises and equipment of other subsidiaries, at
rates principally based on the following estimated useful lives:
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment and furniture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years
15 to 50
2 to 20
3 to 39
F-14
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Maintenance, repairs and minor improvements are charged to operations as incurred. Major improvements
are capitalized. Net gains or losses on dispositions of premises and equipment are included in Other non-interest
income or expense, as appropriate.
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable. Recoverability of an asset to be held and used is
measured by a comparison of the carrying amount to future undiscounted net cash flows expected to be generated
by the asset. If an asset is considered to be impaired, the impairment to be recognized is measured by the amount
by which the carrying amount of the asset exceeds the fair value. For purposes of recognition and measurement
of an impairment loss, a long-lived asset or assets are grouped with other assets and liabilities at the lowest level
with independent and identifiable cash flows. Assets to be disposed of by sale are reported at the lower of the
carrying amount or fair value less estimated cost to sell.
Asset retirement obligations related to restoration of certain leased properties upon lease termination are
recorded in Other liabilities with a corresponding increase in leasehold improvements. The amounts represent the
present value of expected future cash flows associated with returning such leased properties to original condition.
The difference between the gross and present value of expected future cash flows is accreted over the life of the
related leases as a non-interest expense.
Goodwill—The MUFG Group reports the excess of the cost of investments in subsidiaries over its share of
the fair value of net assets at the date of acquisition as Goodwill. Goodwill related to investments in equity
method investees is included in Other assets as a part of carrying amount of investments in equity method
investees.
Goodwill acquired in a business combination is not amortized but is subject to an annual impairment test.
Goodwill is recorded at a designated reporting unit level for the purpose of assessing impairment. A reporting
unit is an operating segment, or an identified business unit one level below an operating segment. An impairment
loss is recognized to the extent that the carrying amount of goodwill exceeds its implied fair value.
Intangible assets—Intangible assets consist of software, core deposit intangibles, customer relationships,
trade names and other intangible assets. These are amortized over their estimated useful lives unless they have
indefinite useful lives. Amortization of intangible assets is computed in a manner that best reflects the economic
benefits of the intangible assets as follows:
Useful lives
(years)
Amortization method
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Core deposit intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Straight-line
2 to 10
4 to 30 Declining-balance
14 to 27 Declining-balance
12 to 20
Straight-line
Intangible assets having indefinite useful lives, primarily certain trade names, are not amortized but are
subject to annual impairment tests. An impairment exists if the carrying value of an indefinite-lived intangible
asset exceeds its fair value. For other intangible assets subject to amortization, an impairment is recognized if the
carrying amount is not recoverable and the carrying amount exceeds the fair value of the intangible asset.
The MUFG Group capitalizes certain costs associated with the acquisition or development of internal-use
software. Costs subject to capitalization are salaries and employee benefits for employees who are directly
associated with and who devote time to the internal-use computer software project, to the extent of time spent
directly on the project. Once the software is ready for its intended use, the MUFG Group begins to amortize
capitalized costs on a straight-line basis.
F-15
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Accrued Severance and Pension Liabilities—BTMU, MUTB and certain other subsidiaries have defined
benefit retirement plans, including lump-sum severance indemnities plans. The liabilities related to the defined
benefit plans are computed and recognized based on actuarial computations. Unrecognized net actuarial gains
and losses that arise from differences between actual experiences and assumptions are generally amortized over
the average remaining service period of participating employees if it exceeds the corridor, which is defined as the
greater of 10% of plan assets or the projected benefit obligation. An excess of the accumulated benefit obligation
over the liability recognized in the consolidated balance sheets is accrued as the minimum liability, and a
corresponding intangible asset is recognized up to the amount equal to the total of unrecognized prior service
cost and unrecognized net obligation at transition. To the extent that the minimum liability exceeds the intangible
asset, it is recognized in accumulated other changes in equity from nonowner sources. The costs of the plans,
based on actuarial computations of current and future employee benefits, are charged to Salaries and employee
benefits.
Long-Term Debt—Premiums, discounts and issuance costs of long-term debt are amortized based on the
method that approximates the interest method over the terms of the long-term debt.
Obligations under Guarantees—The MUFG Group provides customers with a variety of guarantees and
similar arrangements, including standby letters of credit, financial and performance guarantees, credit
protections, and liquidity facilities. The MUFG Group recognizes guarantee fee income over the guarantee period
based on the contractual terms of the guarantee contracts. It is the MUFG Group’s dominant business practice to
receive a guarantee fee at the inception of the guarantee, which approximates market value of the guarantee and
is initially recorded as a liability, which is then recognized as guarantee fee income ratably over the guarantee
period.
Fees and Commissions—Revenue recognition of major components of fees and commissions is as follows:
‰
‰
‰
Fees on funds transfer and collection services and fees from investment banking services are generally
recognized as revenue when the related services are performed.
Fees from trade-related financing services are recognized over the period of the financing.
Trust fees are recognized on an accrual basis, generally based on the volume of trust assets under
management and/or the operating performance for the accounting period of each trust account. With
respect to trust accounts with guarantee of trust principal, trust fees are determined based on the profits
earned by individual trust account during the trust accounting period, less deductions, including
provision for reserve, impairment for individual investments and dividends paid to beneficiary
certificate holders. The trust fees for these trust accounts are accrued based on the amounts expected to
be earned during the accounting period of each trust account.
‰ Annual fees and royalty and other service charges related to credit card business are recorded on a
straight-line basis as services are provided.
‰
‰
‰
Interchange income from credit card business is recognized as billed.
Service charges on deposit accounts, and fees and commissions from other services are generally
recognized over the period that the service is provided.
Fees on guarantees are generally recognized over the contractual periods of the respective guarantees.
Amounts initially recorded as a liability corresponding to the obligations at fair value are generally
recognized as revenue over the terms of the guarantees as the MUFG Group is deemed to be released
from the risk under guarantees.
F-16
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Income Taxes—The provision for income taxes is determined using the asset and liability method of
accounting for income taxes. Under this method, deferred income taxes reflect the net tax effects of
(1) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes, and (2) operating loss and tax credit carryforwards. A valuation
allowance is recognized for any portion of the deferred tax assets where it is considered more likely than not that
it will not be realized. The provision for deferred taxes is based on the change in the net deferred tax asset or
liability from period to period.
Free Distributions of Common Shares—As permitted by the Commercial Code of Japan (the “Code”) and as
revised under the Company Law, Japanese companies, upon approval by the Board of Directors, may make a free
distribution of shares, in the form of a “stock split” as defined, to shareholders. In accordance with generally
accepted accounting practice in Japan, such distribution does not give rise to any change in capital stock or
capital surplus accounts. Common shares distributed are recorded as shares issued on the distribution date. See
Note 21.
Amounts per Common Share—Basic earnings per share (“EPS”) excludes dilutive effects of potential
common shares and is computed by dividing income available to common stock shareholders by the weighted
average number of common shares outstanding for the period, while diluted EPS gives effect to all dilutive
potential common shares that were outstanding during the period. See Note 24 for the computation of basic and
diluted EPS.
Treasury Stock—The MUFG Group presents its treasury stock, including shares of MUFG owned by its
subsidiaries and affiliated companies, as a reduction of shareholders’ equity on the consolidated balance sheets at
cost and accounts for treasury stock transactions under an average cost method. Gains (losses) on sales of
treasury stocks are charged to capital surplus.
Comprehensive Income (Loss)—The MUFG Group’s comprehensive income (loss) includes net income and
other changes in equity from nonowner sources. All changes in unrealized gains and losses on investment
securities available for sale, unrealized gains and losses on derivatives qualifying for cash flow hedges, minimum
pension liability adjustments and foreign currency translation adjustments constitute the MUFG Group’s changes
in equity from nonowner sources and are presented, with related income tax effects, in the consolidated
statements of changes in equity from nonowner sources.
Stock-Based Compensation—Two subsidiaries of MUFG have stock-based compensation plans, which are
described more fully in Note 33. As permitted by the provisions of SFAS No. 123 “Accounting for Stock-Based
Compensation,” they account for those employee stock-based compensation plans by the intrinsic value-based
method prescribed in Accounting Principles Board Opinions (“APB”) No. 25, “Accounting for Stock Issued to
Employees” and related interpretations. Under the intrinsic value-based method, compensation expense is
measured as the amount by which the quoted market price of these subsidiaries’ stock at the date of grant
exceeds the stock option exercise price. Non-employee stock-based compensation plans are accounted for at fair
value.
F-17
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Had the employee stock-based compensation plans been accounted for under the fair value method of SFAS
No. 123, the MUFG Group’s compensation expense, net income, and net income per share would have been the
pro forma amounts indicated in the following table:
Reported net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Add: Stock-based employee compensation expense (included in
reported net income, net of tax)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Stock-based employee compensation expense (determined under
fair value based method for all awards, net of tax) . . . . . . . . . . . . . . .
Pro forma net income, after stock-based employee compensation
Fiscal years ended March 31,
2004
2005
2006
¥
823,002
(in millions)
¥ 415,155
¥ 363,511
11
16
322
(1,976)
(1,677)
(1,688)
expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥
821,037
¥ 413,494
¥ 362,145
Basic earnings per common share—net income available to common
shareholders:
Reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings per common share—net income available to common
shareholders:
¥128,350.88
128,041.46
(in Yen)
¥62,717.21
62,462.09
¥19,313.78
19,145.56
Reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
125,033.96
124,732.42
62,476.76
62,221.87
18,951.87
18,783.65
Reclassifications
Certain reclassifications and format changes have been made to the consolidated financial statements for the
fiscal years ended March 31, 2004 and 2005 to conform to the presentation for the fiscal year ended March 31, 2006.
These reclassifications and format changes include 1) the presentation of “Gains on sales of loans” as a
separate line item in the consolidated statements of income, and 2) the presentation of “Net decrease in accrued
income taxes and increase in income tax receivables” and “Dividends paid to minority interests” as separate line
items in the consolidated statements of cash flows.
These reclassifications and format changes did not result in a change in previously reported net income,
shareholders’ equity or total assets.
Accounting Changes
Variable Interest Entities—In January 2003, the Financial Accounting Standards Board (the “FASB”)
issued FASB Interpretation (“FIN”) No. 46, “Consolidation of Variable Interest Entities, an interpretation of
ARB No. 51.” FIN No. 46 addresses consolidation by business enterprises of variable interest entities (“VIEs”).
The consolidation requirements of FIN No. 46 applied immediately to VIEs created after January 31, 2003. The
MUFG Group has applied, as required, FIN No. 46 to all VIEs created after January 31, 2003. The consolidation
requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003, which
has been amended by the FASB as described below.
In December 2003, the FASB issued FIN No. 46 (revised December 2003), “Consolidation of Variable
Interest Entities, an interpretation of ARB No. 51” (“FIN No. 46R”). FIN No. 46R modified FIN No. 46 in
F-18
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
certain respects, including the scope exception, the definition of VIEs, and other factors that effect the
determination of VIEs and primary beneficiaries that must consolidate VIEs. FIN No. 46R, as written, applies to
VIEs created before February 1, 2003 no later than the end of the first reporting period that ends after March 15,
2004, and to all special purpose entities no later than the first reporting period that ends after December 15, 2003.
Subsequent to the issuance of FIN No. 46R, the Chief Accountant of the U.S. Securities and Exchange
Commission (“SEC”) stated the SEC staff’s position in a letter to the American Institute of Certified Public
Accountants (“AICPA”) dated March 3, 2004, that the SEC staff did not object to the conclusion that FIN
No. 46R should not be required to be applied at a date earlier than the original FIN No. 46 and that foreign
private issuers would be required to apply FIN No. 46R at various dates depending on the entity’s year-end and
the frequency of interim reporting. In accordance with the letter, the MUFG Group adopted FIN No. 46R on
April 1, 2004, except for certain investment companies, for which the effective date of FIN No. 46R was
deferred. Under FIN No. 46R, any difference between the net amount added to the balance sheet and the amount
of any previously recognized interest in the VIE is recognized as a cumulative effect of a change in accounting
principle. The cumulative effect of the change in accounting principle was to decrease net income by ¥977
million for the fiscal year ended March 31, 2005. See Note 27 for further discussion of VIEs in which the MUFG
Group holds variable interests.
Accounting for Certain Loans and Debt Securities Acquired in a Transfer—In December 2003, the AICPA
issued Statement of Position (“SOP”) 03-3, “Accounting for Certain Loans or Debt Securities Acquired in a
Transfer” which supersedes AICPA Practice Bulletin 6, “Amortization of Discounts on Certain Acquired Loans”
and addresses accounting for differences between contractual cash flows and cash flows expected to be collected
from an investor’s initial investment in loans or debt securities acquired in a transfer if those differences are
attributable, at least, in part, to credit quality. SOP 03-3 requires acquired impaired loans for which it is probable
that the investor will be unable to collect all contractually required payments receivable to be recorded at the
present value of amounts expected to be received and prohibits carrying over or creation of valuation allowances
in the initial accounting for these loans. SOP 03-3 also limits accretable yield to the excess of the investor’s
estimate of undiscounted cash flows over the investor’s initial investment in the loan and prohibits the
recognition of the non-accretable difference. Subsequent increases in cash flows expected to be collected
generally should be recognized prospectively through adjustment of the loan’s yield over its remaining life while
any decreases in such cash flows should be recognized as impairments. SOP 03-3 also provides guidance with
regard to presentation and disclosures. SOP 03-3 was effective for loans and debt securities acquired in fiscal
years beginning after December 15, 2004. Effective April 1, 2005, the MUFG Group adopted SOP 03-3 for loans
and debt securities acquired subsequent to March 31, 2005, including those due to the merger. See Note 7 for
disclosures of acquired loans within the scope of SOP 03-3. The MUFG Group did not acquire any material debt
securities covered by SOP 03-3 during the fiscal year ended March 31, 2006.
Accounting for Conditional Asset Retirement Obligations—In March 2005, the FASB issued FIN No. 47,
“Accounting for Conditional Asset Retirement Obligations—an interpretation of FASB Statement No. 143.” FIN
No. 47 clarifies that the term “conditional asset retirement obligation” as used in SFAS No. 143, “Accounting for
Asset Retirement Obligations” refers to a legal obligation to perform an asset retirement activity in which the
timing and (or) method of settlement are conditional on a future event that may or may not be within the control
of the entity. The obligation to perform the asset retirement activity is unconditional even though uncertainty
exists about the timing and (or) method of settlement. SFAS No. 143 acknowledges that in some cases, sufficient
information may not be available to reasonably estimate the fair value of an asset retirement obligation. FIN
No. 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an
asset retirement obligation. FIN No. 47 is effective no later than the end of fiscal years ending after December
15, 2005. Effective March 31, 2006, the MUFG Group adopted FIN No. 47 to existing asset retirement
obligations associated with commitments to return property subject to operating leases to its original condition
F-19
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
upon lease termination. The cumulative effect of the change in accounting principle was to decrease net income
by ¥9,662 million. This adjustment represents the cumulative depreciation and accretion that would have been
recognized through the date of adoption of FIN No. 47 had the statement applied to the MUFG Group’s existing
asset retirement obligations at the time they were initially incurred.
Had the asset retirement obligations been accounted for under FIN No. 47 at the inception of operating
leases requiring restoration, the MUFG Group’s net income and net income per share would have been the pro
forma amounts indicated in the following table:
Reported net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cumulative effect of a change in accounting principle related to
adoption of FIN No. 47, net of taxes:
Fiscal years ended March 31,
2004
2005
2006
¥
823,002
(in millions)
¥ 415,155
¥ 363,511
Reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
672
—
667
9,662
516
Pro forma net income, after cumulative effect of a change in
accounting principle related to adoption of FIN No. 47, net of
taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic earnings per common share—net income available to common
shareholders:
Reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings per common share—net income available to common
shareholders:
¥
822,330
¥ 414,488
¥ 372,657
¥128,350.88
128,350.77
(in Yen)
¥62,717.21
62,717.11
¥19,313.78
19,314.91
Reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
125,033.96
125,033.85
62,476.76
62,476.66
18,951.87
18,953.00
Impairment of Securities Investments—In November 2003, the FASB Emerging Issues Task Force (the
“EITF”) reached a consensus on Issue No. 03-1, “The Meaning of Other-Than-Temporary Impairment and Its
Application to Certain Investments” (“EITF 03-1”). EITF 03-1 requires certain additional quantitative and
qualitative disclosures in addition to the disclosures already required by SFAS No. 115. The new disclosure
requirements apply to financial statements for the fiscal years ending after December 15, 2003. See Note 6 for
the required disclosures. In March 2004, the EITF also reached a consensus on additional accounting guidance
for other than temporary impairments, which requires an evaluation and recognition of other than temporary
impairment by a three-step impairment test. The guidance should be applied for reporting periods beginning after
June 15, 2004. On September 30, 2004, FASB Staff Position (“FSP”) EITF Issue 03-1-1, “The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments” delayed the effective date for the
measurement and recognition guidance contained in paragraphs 10 through 20 of EITF 03-1. In November 2005,
the FASB staff issued an FSP on SFAS No. 115 and No. 124, “The Meaning of Other-Than-Temporary
Impairment and Its Application to Certain Investments” to provide implementation guidance related to this topic.
See Recently Issued Accounting Pronouncements for the MUFG Group’s evaluation of the effect of the
measurement and recognition provision of the FSP.
Transfer to the Japanese Government of the Substitutional Portion of Employee Pension Fund Liabilities—
In January 2003, the EITF reached a consensus on Issue No. 03-2, “Accounting for the Transfer to the Japanese
F-20
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Government of the Substitutional Portion of Employee Pension Fund Liabilities” (“EITF 03-2”), which was
ratified by the FASB in February 2003. EITF 03-2 addresses accounting for a transfer to the Japanese
government of a substitutional portion of an employee pension fund and requires employers to account for the
entire separation process of the substitutional portion from an entire plan upon completion of the transfer to the
government of the substitutional portion of the benefit obligation and related plan assets as the culmination of a
series of steps in a single settlement transaction. It also requires that the difference between the fair value of the
obligation and the assets required to be transferred to the government, if any, should be accounted for as a
subsidy from the government, separately from gain or loss on settlement of the substitutional portion of the
obligation, upon completion of the transfer.
In June 2003, ex-BTM submitted to the government an application to transfer the obligation to pay benefits
for future employee service related to the substitutional portion and the application was approved in August
2003. In August 2004, ex-BTM made another application for transfer to the government of the remaining
substitutional portion and the application was approved in November 2004. The substitutional obligation and
related plan assets were transferred to a government agency in March 2005 and ex-BTM was released from
paying the substitutional portion of the benefits to its employees. The completion of the transfer to the Japanese
Government of the substitutional portion of the employee pension plan constituted a settlement of such plan.
However, since there remains a defined benefit plan and the settlement occurred subsequent to December 31,
2004 (the measurement date of such plan), the MUFG Group recognized net gains of ¥34,965 million as a result
of the transfer / settlement for the fiscal year ended March 31, 2006. See Note 18 for further discussion.
Recently Issued Accounting Pronouncements
Share-Based Payment—In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based
Payment” (“SFAS No. 123R”). SFAS No. 123R replaces SFAS No. 123, “Accounting for Stock-Based
Compensation,” and supersedes APB No. 25, “Accounting for Stock Issued to Employees.” In March 2005, the
SEC issued Staff Accounting Bulletin (“SAB”) No. 107, which provides interpretive guidance on SFAS
No. 123R. SFAS No. 123 preferred a fair-value-based method of accounting for share-based payment
transactions with employees, but it permitted the option of continuing to apply the intrinsic-value-based
measurement method in APB No. 25, as long as the footnotes to the financial statements disclosed what net
income would have been had the preferable fair-value-based method been used. SFAS No. 123R eliminates the
alternative to use the intrinsic value method of accounting and requires entities to recognize the costs of share-
based payment transactions with employees based on the grant-date fair value of those awards over the period
during which an employee is required to provide service in exchange for the award. SFAS No. 123R is effective
as of the beginning of the fiscal year or interim period beginning after June 15, 2005. The MUFG Group adopted
SFAS No. 123R on April 1, 2006 under the modified prospective method, which is expected, based upon current
projections, to result in an increase in non-interest expense of approximately ¥2 billion for the fiscal year ending
March 31, 2007. See Summary of Significant Accounting Policies—Stock-Based Compensation—for the pro
forma information as if the fair value based method had been applied to all awards in accordance with SFAS
No. 123.
Exchanges of Nonmonetary Assets—In December 2004, the FASB issued SFAS No. 153, “Exchanges of
Nonmonetary Assets, an amendment of APB Opinion No. 29.” The guidance in APB No. 29, “Accounting for
Nonmonetary Transactions,” is based on the principle that exchanges of nonmonetary assets should be measured
based on the fair value of the assets exchanged. The guidance in APB No. 29, however, included certain
exceptions to that principle. SFAS No. 153 amends APB No. 29 to eliminate the exception for nonmonetary
exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary
assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future
cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is
F-21
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005, with earlier
adoption permitted. The MUFG Group has not completed the study of what effect SFAS No. 153 will have on its
financial position and results of operations.
Accounting Changes and Error Corrections—In May 2005, the FASB issued SFAS No. 154, “Accounting
Changes and Error Corrections—a replacement of APB Opinion No. 20 and FASB Statement No. 3.” SFAS
No. 154 replaces APB No. 20, “Accounting Changes,” and SFAS No. 3, “Reporting Accounting Changes in
Interim Financial Statements,” and changes the requirements for the accounting for and reporting of a change in
accounting principle. SFAS No. 154 applies to all voluntary changes in accounting principles. SFAS No. 154
also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement
does not include specific transition provisions. SFAS No. 154 is effective for accounting changes and corrections
of errors made in fiscal years beginning after December 15, 2005, with earlier adoption permitted. Accordingly,
the MUFG Group cannot reasonably estimate the ultimate impact of SFAS No. 154.
The Meaning of Other Than Temporary Impairment and Its Application to Certain Investments—In November
2005, the FASB staff issued an FSP on SFAS No. 115 and No. 124. This FSP addresses the determination as to
when an investment is considered impaired, whether that impairment is other than temporary, and the measurement
of an impairment loss. This FSP also includes accounting considerations subsequent to the recognition of an other
than temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as
other than temporary impairments. The guidance in this FSP is applicable for certain investments such as debt and
equity securities that are within the scope of SFAS No. 115 and equity securities that are not subject to the scope of
SFAS No. 115 and not accounted for under the equity method pursuant to APB No. 18, “The Equity Method of
Accounting for Investments in Common Stock,” and related interpretations. This FSP nullifies the requirements of
paragraphs 10-18 of EITF 03-1 and supersedes EITF Topic No. D-44, “Recognition of Other-Than-Temporary
Impairment upon the Planned Sale of a Security Whose Cost Exceeds Fair Value.” This FSP carries forward the
requirements of paragraphs 8 and 9 of EITF 03-1 with respect to cost-method investments, and carries forward the
disclosure requirements included in paragraphs 21 and 22 of EITF 03-1. Also the guidance in this FSP amends
SFAS No. 115, SFAS No. 124, “Accounting for Certain Investments Held by Not-for-Profit Organizations,” and
APB No. 18. The guidance in this FSP shall be applied to reporting periods beginning after December 15, 2005,
with earlier application permitted. The MUFG Group has not completed the study of what effect the FSP will have
on its financial position and results of operations.
Accounting for Certain Hybrid Financial Instruments—In February 2006, the FASB issued SFAS No. 155,
“Accounting for Certain Hybrid Financial Instruments.” SFAS No. 155 amends SFAS No. 133, “Accounting for
Derivative Instruments and Hedging Activities,” and SFAS No. 140, “Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities” and resolves issues addressed in SFAS No. 133
Implementation Issue D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.”
SFAS No. 155 permits fair value remeasurement for any hybrid financial instrument that contains an embedded
derivative that otherwise would require bifurcation and clarifies which interest-only strips and principal-only
strips are not subject to the requirements of SFAS No. 133. SFAS No. 155 establishes a requirement to evaluate
interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid
financial instruments that contain an embedded derivative requiring bifurcation. SFAS No. 155 also clarifies that
concentrations of credit risk in the form of subordination are not embedded derivatives and amends SFAS
No. 140 to eliminate the prohibition on a qualifying special purpose entity from holding a derivative financial
instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155
is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that
begins after September 15, 2006. The MUFG Group has not completed the study of what effect SFAS No. 155
will have on its financial position and results of operations.
F-22
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Accounting for Servicing of Financial Assets—In March 2006, the FASB issued SFAS No. 156,
“Accounting for Servicing of Financial Assets.” SFAS No. 156 amends SFAS No. 140 with respect to the
accounting for separately recognized servicing assets and servicing liabilities. SFAS No. 156 requires an entity to
recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset
by entering into a servicing contract, and requires all separately recognized servicing assets and servicing
liabilities to be initially measured at fair value, if practicable. SFAS No. 156 permits an entity to choose either
the amortization method or the fair value measurement method for each class of separately recognized servicing
assets and servicing liabilities. SFAS No. 156 requires separate presentation of servicing assets and servicing
liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for
all separately recognized servicing assets and servicing liabilities. SFAS No. 156 is effective for the fiscal year
beginning after September 15, 2006. Earlier adoption is permitted. The MUFG Group has not completed the
study of what effect SFAS No. 156 will have on its financial position and results of operations.
Determining the Variability to Be Considered in Applying FIN No. 46R—In April 2006, the FASB staff
issued an FSP on FIN No. 46R-6, “Determining the Variability to Be Considered in Applying FASB
Interpretation No. 46(R).” This FSP states that the variability to be considered in applying FIN No. 46R shall be
based on an analysis of the design of the entity as outlined in the following two steps: (a) analyze the nature of
the risks in the entity, (b) determine the purpose for which the entity was created and determine the variability
(created by the risks identified in step (a)) the entity is designed to create and pass along to its interest holders.
For the purposes of this FSP, interest holders include all potential variable interest holders (including contractual,
ownership, or other pecuniary interests in the entity). After determining the variability to be considered, the
reporting enterprise can determine which interests are designed to absorb that variability. The FSP should be
applied prospectively to all entities (including newly created entities) with which an enterprise first becomes
involved, and to all entities previously required to be analyzed under FIN No. 46R when a reconsideration event
has occurred beginning the first day of the first reporting period beginning after June 15, 2006. Early application
is permitted for periods for which financial statements have not yet been issued. Retrospective application to the
date of the initial application of FIN No. 46R is permitted but not required. If retrospective application is elected,
it must be completed no later than the end of the first annual reporting period ending after July 15, 2006. The
MUFG Group has not completed the study of what effect the FSP will have on its financial position and results
of operations.
Uncertainty in Income Taxes—In June 2006, the FASB issued FIN No. 48, “Accounting for Uncertainty in
Income Taxes.” FIN No. 48 requires recognition of a tax benefit to the extent of management’s best estimate of
the impact of a tax position, provided it is more likely than not that the tax position will be sustained upon
examination, including resolution of any related appeals or litigation processes, based on the technical merits of
the position. FIN No. 48 also provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition. FIN No. 48 is effective for fiscal years beginning after
December 15, 2006. The MUFG Group has not completed the study of what effect FIN No. 48 will have on its
financial position and results of operations.
Fair Value Measurements—In September 2006, the FASB issued SFAS No. 157, “Fair Value
Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally
accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies
under other accounting pronouncements that require or permit fair value measurements, the FASB having
previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute.
Accordingly, SFAS No. 157 does not require any new fair value measurements. Under SFAS No. 157, fair value
refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants in the market in which the reporting entity transacts. SFAS No. 157 clarifies the
principle that fair value should be based on the assumptions market participants would use when pricing the asset
F-23
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
or liability. In support of this principle, SFAS No. 157 establishes a fair value hierarchy that prioritizes the
information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted
prices in active markets and the lowest priority to unobservable data, for example, the reporting entity’s own
data. Under SFAS No. 157, fair value measurements would be separately disclosed by level within the fair value
hierarchy. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November
15, 2007, and interim periods within those fiscal years, with early adoption permitted. The MUFG Group has not
completed the study of what effect SFAS No. 157 will have on its financial position and results of operations.
2. BUSINESS COMBINATION
Merger with UFJ Holdings
Pursuant to the merger agreement dated April 20, 2005 between MTFG and UFJ Holdings and their
respective subsidiaries, MTFG merged with UFJ Holdings on October 1, 2005 and was renamed MUFG.
Therefore, the results of the ex-UFJ Holdings Group operations have been included in the consolidated financial
statements subsequent to October 1, 2005.
The ex-UFJ Holdings Group was one of Japan’s leading providers of financial services with a competitive
domestic position in the Nagoya and Osaka areas, as well as a client base of small and medium-sized enterprises
and retail customers which compliments MTFG’s subsidiaries. These anticipated synergies contributed to a
purchase price that results in the recognition of goodwill.
As a result of the merger, MUFG is expected to be a leading comprehensive financial group that is
competitive on both a domestic and global basis, providing a broad range of financial products and services to
customers with increasingly diverse and sophisticated needs.
As provided for by the merger agreement, MTFG remained as the surviving entity of the merger. Each
outstanding share of common stock of UFJ Holdings was converted into 0.62 shares of common stock of MUFG.
Each outstanding share of Preferred Stock (Class II, IV, V, VI and VII) of UFJ was converted into one share of
Preferred Stock (Class 8, 9, 10, 11 and 12, respectively) of MUFG.
Purchase Price Allocation
The merger was accounted for under the purchase method of accounting in accordance with SFAS No. 141,
“Business Combinations”. The purchase price of the ex-UFJ Holdings Group amounted to ¥4,406,146 million as
described below, of which ¥4,403,225 million was recorded in capital surplus relating to merger with the ex-UFJ
Holdings Group, and direct acquisition costs of ¥2,921 million were included in the purchase price.
(in millions, except
number of shares,
exchange ratio and
per share amount)
Convertible preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥1,310,365(1)
Outstanding common stock of UFJ Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exchange ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MUFG common stock issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average closing market price of MTFG common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less costs of registration and issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Direct acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,183,379(2)
0.62
3,213,695
962,500
¥3,093,181(3)
(321)
2,921
Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥4,406,146
F-24
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Notes:
(1) The estimated fair value of the convertible preferred stock is derived from the present value of the cash dividends and principal payment
streams as well as any beneficial conversion features valued using a binomial option model.
(2) Treasury stock and parent’s common stock owned by subsidiaries and affiliated companies are excluded from the total number of shares
issued by UFJ Holdings.
(3) The estimated fair value of MUFG common stock is based on the average closing market price of MTFG common stock for the period
commencing two trading days prior to and ending two trading days after the merger ratio was agreed to and announced on February 18,
2005.
The purchase price of the ex-UFJ Holdings Group was allocated to the assets acquired and liabilities
assumed based on their estimated fair values as of October 1, 2005, as summarized below:
Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less (add):
Shareholders’ equity of the ex-UFJ Holdings Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The ex-UFJ Holdings Group’s goodwill and other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . .
Estimated adjustments to reflect assets acquired at fair value:
Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Premises and equipment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Estimated adjustments to reflect liabilities assumed at fair value:
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others
(in millions)
¥ 4,406,146
2,530,834
(2,927,411)
317,340
464,053
28,919
1,264,310
1,434,066
(29,892)
(604,920)
(6,077)
201,794
Total fair value of net assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,673,016
Goodwill
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 1,733,130
See Note 10 for the amount of goodwill by reportable segment.
F-25
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Condensed statement of net assets acquired
The following condensed statement of net assets acquired reflects the fair value of the assets and liabilities
of the ex-UFJ Holdings Group as of October 1, 2005:
Assets:
Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-earning deposits in other banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Call loans and funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables under resale agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables under securities borrowing transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Premises and equipment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customers’ acceptance liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(in millions)
¥ 5,590,859
901,936
192,152
1,732,212
1,882,198
4,021,283
21,236,870
41,838,613
590,729
42,752
1,264,310
1,733,130
1,461,499
1,722,022
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥84,210,565
Liabilities:
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Call money and funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under securities lending transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to trust account and other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bank acceptances outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥53,344,596
1,691,824
3,401,945
910,654
7,949,811
2,277,787
42,752
6,360,339
67,189
3,757,522
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79,804,419
Net assets acquired including goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 4,406,146
F-26
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Intangible assets acquired
The estimated useful lives of the intangible assets at October 1, 2005 are as follows:
Fair value
Weighted
average life
(in millions)
(in years)
Intangible assets subject to amortization:
Core deposit intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 576,100
340,401
160,826
33,655
820
Sub-total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,111,802
Intangible assets not subject to amortization:
Indefinite-lived customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Indefinite-lived trade names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sub-total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
126,427
17,682
8,399
152,508
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥1,264,310
18
20
5
19
8
17
Unaudited pro forma combined condensed statements of income
The following unaudited pro forma combined condensed statements of income present the results of
operations had the merger taken place at the beginning of each period:
Statements of income data:
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
For the fiscal year ended March 31,
2005
2006
(in millions, except per share data
and number of shares)
¥ 1,928,330
200,204
2,207,435
2,436,371
¥2,112,189
185,884
1,577,976
2,750,620
Income from continuing operations before income tax expense and
cumulative effect of a change in accounting principle . . . . . . . . . . . . . . . .
1,499,190
Income from discontinued operations—net . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cumulative effect of a change in accounting principles, net of tax . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,493
1,965
417,093
753,661
8,973
(9,662)
195,723
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 1,085,555
¥ 557,249
Amounts per share:
Basic earnings per common share—net income available to common
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥107,277.91
¥29,739.48
Diluted earnings per common share—net income available to common
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average common shares outstanding (in thousands) . . . . . . . . . . . .
Weighted average diluted common shares outstanding (in thousands) . . . . . .
98,032.62
9,679
10,989
27,624.29
11,311
12,585
F-27
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
3. DISCONTINUED OPERATIONS
During the fiscal year ended March 31, 2004, the MUFG Group completed the liquidation process of its
domestic mortgage securities subsidiary, The Diamond Mortgage Co., Ltd. (“DMC”). The dissolution was due to
the adverse business environment for the domestic mortgage securities business, whose results were reported as a
part of the Integrated Corporate Banking Business Group. In addition, during the fiscal year ended March 31,
2004, as a part of the MUFG Group’s efforts to streamline its securities business, MUS, whose results were also
reported as a part of the Integrated Corporate Banking Business Group, sold certain domestic subsidiaries to third
parties. BTMU also sold its securities subsidiary in Europe to third parties.
During the fiscal year ended March 31, 2006, UnionBanCal Corporation (“UNBC”), a U.S. subsidiary of
BTMU whose results were reported as a separate business segment, signed a definitive agreement to sell its
international correspondent banking operations to Wachovia Bank, N.A., effective October 6, 2005, and the
principal legal closing of the transaction took place on the same day. At the principal closing, no loans or other
assets were acquired by Wachovia Bank, N.A., and no liabilities were assumed. Subsequent to March 31, 2006,
all of UNBC’s offices designated for disposal were closed as of June 30, 2006. The remaining assets include
deposits with banks awaiting approval for repatriation of capital and unremitted profits and loans that are
maturing by January 2008. The remaining liabilities primarily consist of accrued expenses, which will be settled
when due.
The MUFG Group accounted for these transactions as discontinued operations in accordance with
SFAS No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets” and presented the results of
discontinued operations as a separate line item in the consolidated statements of income. In addition, assets to be
disposed or sold, accounted for at the lower of cost or fair value, and liabilities to be extinguished or assumed in
connection with discontinued operations were presented as separate assets and liabilities, respectively, in the
consolidated balance sheets.
Interest expense was attributed to discontinued operations based on average net assets. The amount of
interest expense allocated to discontinued operations for the fiscal years ended March 31, 2004, 2005 and 2006
was ¥348 million, ¥87 million and ¥1,708 million, respectively.
F-28
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
At March 31, 2005 and 2006, the assets and liabilities identified as discontinued operations were comprised
of the following:
Assets:
2005
2006
(in millions)
Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-earning deposits in other banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans, net of allowance for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customers’ acceptance liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 13,939
22,345
166,688
3,342
4,026
¥ 14,069
16,384
85,492
5,031
3,537
Assets of discontinued operations to be disposed or sold . . . . . . . . . . . . . . .
¥210,340
¥124,513
Liabilities:
Deposits—Overseas offices:
Non-interest bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 56,426
95,338
¥ 52,772
54,515
Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
151,764
107,287
Bank acceptances outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,342
4,657
5,031
6,444
Liabilities of discontinued operations to be extinguished or assumed . . . . .
¥159,763
¥118,762
The components of income from discontinued operations for the fiscal years ended March 31, 2004, 2005
and 2006 were as follows:
For the fiscal year ended March 31, 2004:
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 3,240
¥13,282
¥16,522
DMC and
Others
UNBC
Total
(in millions)
Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interest in income of consolidated subsidiaries . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 2,185
(2,026)
—
744
¥ 6,522
¥ 8,707
— (2,026)
1,482
3,253
1,482
2,509
Income (loss) from discontinued operations—net
. . . . . . . . . . . . . . . . . . . . .
¥ (585) ¥ 2,531
¥ 1,946
For the fiscal year ended March 31, 2005:
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥12,202
Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interest in income of consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 3,936
941
1,502
Income from discontinued operations—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 1,493
UNBC
(in millions)
F-29
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the fiscal year ended March 31, 2006:
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥14,141
Loss from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interest in income of consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ (2,563)
25,220
5,607
8,077
Income from discontinued operations—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 8,973
UNBC
(in millions)
4.
INVESTMENTS IN ACOM AND DCS
ACOM CO., LTD.
In April 2004, ex-MTFG acquired an additional 12.9% of the common shares of ACOM CO., LTD.
(“ACOM”), a consumer finance company in Japan, resulting in an aggregate ownership interest of 15.1% in
ACOM. Prior to the acquisition, the ex-MTFG Group held 2.2% of the common shares of ACOM and accounted
for the investment as available-for-sale securities. As a result of the additional investment and a change in the
ex-MTFG Group’s relationship with ACOM, including an increase in the ex-MTFG Group’s representation on
ACOM’s board of directors, the ex-MTFG Group obtained the ability to exercise significant influence over the
operations of ACOM and accounted for such investment under the equity method for the fiscal year ended
March 31, 2005. The equity method was applied in a manner consistent with the accounting for a step-by-step
acquisition of a subsidiary in accordance with APB No. 18.
Diamond Computer Service Co., Ltd.
During the fiscal year ended March 31, 2005, ex-MTFG acquired 100% of Diamond Computer Service Co.,
Ltd. (“DCS”), a former equity method investee of ex-BTM, which provides data processing and IT development
services, through a share exchange. 26,205 shares of ex-MTFG’s common stock were issued in exchange for all
of the outstanding shares of DCS’s common stock based on the exchange ratio of 0.00135 shares of ex-MTFG’s
common stock for each share of DCS’s common stock. Following the completion of the exchange offer, in
accordance with a business alliance between DCS and a third party, ex-MTFG sold 60% of its shares of DCS to
the third party. As a result, DCS became an equity method investee at March 31, 2005.
F-30
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
5. TRADING ACCOUNT ASSETS AND LIABILITIES
The following table shows trading account assets and liabilities, carried at estimated fair value, at March 31,
2005 and 2006. For trading derivative contracts executed under legally enforceable master netting agreements,
related assets and liabilities are bilaterally offset and reported net by each counterparty.
2005
2006
(in millions)
Trading account assets:
Trading securities:
Japanese government, prefectural and municipal bonds . . . . . . . . . . . . . . .
Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities, foreign governments bonds and other securities . . . . . . .
¥ 2,734,404
1,704,046
1,319,239
¥ 3,981,830
2,034,471
2,054,167
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,757,689
8,070,468
Trading derivative assets:
Interest rate contracts:
Forwards and futures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Swaps and swap-related products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,352
2,572,512
97,553
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,673,417
Foreign exchange contracts:
Forwards and futures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other contracts, mainly equity and credit-related contracts . . . . . . . . . . . . . .
Offsetting of derivatives with the same counterparty under master netting
590,466
260,309
105,375
956,150
56,532
12,262
3,551,856
128,782
3,692,900
594,448
388,002
275,689
1,258,139
236,186
agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,737,823)
(2,529,670)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 7,705,965
¥10,728,023
Trading account liabilities:
Trading securities sold, not yet purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading derivative liabilities:
Interest rate contracts:
¥
41,765
¥
159,607
Forwards and futures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Swaps and swap-related products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options written . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,904
2,486,692
97,940
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,589,536
Foreign exchange contracts:
Forwards and futures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options written . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other contracts, mainly equity and credit-related contracts . . . . . . . . . . . . . .
Offsetting of derivatives with the same counterparty under master netting
592,027
308,376
89,746
990,149
75,294
12,605
3,733,132
116,582
3,862,319
500,985
337,285
423,082
1,261,352
268,543
agreements
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,737,823)
(2,529,670)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 1,958,921
¥ 3,022,151
See Note 32 for the methodologies and assumptions used to estimate fair values.
F-31
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The MUFG Group performs trading activities through market-making, sales and arbitrage, while
maintaining risk levels within appropriate limits in accordance with its risk management policy. Net trading gains
(losses) for the fiscal years ended March 31, 2004, 2005 and 2006 were comprised of the following:
Interest rate and other derivative contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account securities, excluding derivatives . . . . . . . . . . . . . . . . . . . . . . .
2004
2005
2006
(in millions)
¥ (2,001) ¥ 6,415
55,637
105,902
¥(347,089)
363,512
Trading account profits (losses)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange derivative contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
103,901
68,505
62,052
(65,595)
16,423
39,461
Net trading gains (losses)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥172,406
¥ (3,543) ¥ 55,884
6.
INVESTMENT SECURITIES
The amortized costs and estimated fair values of investment securities available for sale and being held to
maturity at March 31, 2005 and 2006 were as follows:
2005
2006
Amortized
cost
Gross
unrealized
gains
Gross
unrealized
losses
Estimated
fair
value
Amortized
cost
Gross
unrealized
gains
Gross
unrealized
losses
Estimated
fair
value
(in millions)
Securities available for sale:
Debt securities:
Japanese national government
and Japanese government
agency bonds . . . . . . . . . . . . . ¥13,888,039 ¥
Japanese prefectural and
59,685
¥ 1,312
¥13,946,412 ¥23,890,095 ¥
5,747
¥ 2,222
¥23,893,620
municipal bonds . . . . . . . . . .
141,851
1,979
4
143,826
250,296
458
199
250,555
Foreign governments and
official institutions bonds . . .
Corporate bonds . . . . . . . . . . . .
Mortgage-backed securities . . .
Other debt securities . . . . . . . . .
Marketable equity securities . . . . .
2,372,775
2,904,577
2,152,105
1,004,336
2,333,379
44,760
53,704
16,345
5,939
1,620,853
20,095
4,715
10,978
4,609
678
2,397,440
2,953,566
2,157,472
1,005,666
3,953,554
2,108,035
6,990,122
2,666,587
832,094
4,852,888
34,284
114,092
83,614
11,098
3,701,247
10,682
14,218
18,745
1,321
7,361
2,131,637
7,089,996
2,731,456
841,871
8,546,774
Total
. . . . . . . . . . . . . . . . . . . . . . . . . ¥24,797,062 ¥1,803,265
¥42,391
¥26,557,936 ¥41,590,117 ¥3,950,540
¥54,748
¥45,485,909
Securities being held to maturity:
Debt securities:
Japanese national government
and Japanese government
agency bonds . . . . . . . . . . . . . ¥ 2,038,450 ¥
Japanese prefectural and
18,078
¥ — ¥ 2,056,528 ¥ 2,281,211 ¥
773
¥16,331
¥ 2,265,653
municipal bonds . . . . . . . . . .
91,366
3,704
Foreign governments and
official institutions bonds . . .
Corporate bonds . . . . . . . . . . . .
Other debt securities . . . . . . . . .
23,980
30,024
7,496
291
291
10
—
105
—
—
95,070
85,878
1,233
289
86,822
24,166
30,315
7,506
20,233
57,368
21,384
322
121
14
96
35
29
20,459
57,454
21,369
Total
. . . . . . . . . . . . . . . . . . . . . . . . . ¥ 2,191,316 ¥
22,374
¥
105
¥ 2,213,585 ¥ 2,466,074 ¥
2,463
¥16,780
¥ 2,451,757
Investment securities other than securities available for sale or being held to maturity (i.e., nonmarketable
equity securities presented in Other investment securities) were primarily carried at cost of ¥341,744 million and
¥794,305 million, at March 31, 2005 and 2006, respectively. The corresponding estimated fair values at those
F-32
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
dates were not readily determinable. In addition, in September 2004, the ex-MTFG Group purchased ¥700,000
million in preferred shares issued by ex-UFJ Bank. These preferred shares were carried at cost on the
consolidated balance sheet at March 31, 2005. As a result of the merger, these preferred shares were converted
into common shares of BTMU and, accordingly, have been eliminated in the consolidated balance sheet at March
31, 2006. The corresponding estimated fair values at those dates were not readily determinable. The MUFG
Group periodically monitors the status of each investee including the credit ratings and changes in the MUFG
Group’s share of net assets in the investees as compared with its shares at the time of investment, or utilizes
commonly-accepted valuation models for certain nonmarketable equity securities issued by public companies
which are convertible to marketable common stock in the future, to determine if impairment losses, if any, are to
be recognized on these nonmarketable securities. Investment securities held by certain subsidiaries subject to
specialized industry accounting principles in AICPA Guides presented in Other investment securities were
carried at fair value of ¥68,664 million at March 31, 2006.
See Note 32 for the methodologies and assumptions used to estimate the fair values.
The amortized cost and estimated fair values of debt securities being held to maturity and the estimated fair
values of debt securities available for sale at March 31, 2006 by contractual maturity are shown below. Expected
maturities may differ from contractual maturities because borrowers may have the right to call or prepay
obligations with or without penalties. Securities not due at a single maturity date and securities embedded with
call or prepayment options, such as mortgage-backed securities, are included in the table below based on their
original final maturities.
Held-to-maturity
Amortized
cost
Estimated
fair value
Available-
for-sale
Estimated
fair value
Due in one year or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due from one year to five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due from five years to ten years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due after ten years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥
48,120
2,314,594
53,593
49,767
(in millions)
48,256
¥
2,301,740
53,057
48,704
¥13,128,018
14,384,065
3,876,549
5,550,503
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥2,466,074
¥2,451,757
¥36,939,135
For the fiscal years ended March 31, 2004, 2005 and 2006, gross realized gains on those sales were
¥619,119 million, ¥429,583 million and ¥476,646 million, respectively, and gross realized losses on those sales
were ¥260,624 million, ¥138,737 million and ¥124,278 million, respectively. In September 2000, ex-BTM
changed its intent to hold securities originally classified as held-to-maturity and transferred such securities to the
available-for-sale category while ex-Mitsubishi Trust maintained its positive intent and ability to hold its
held-to-maturity securities without any sales or transfers of such securities during the fiscal year ended March 31,
2001. As a result of the transfer, unrealized gains on securities available for sale were recorded against
shareholders’ equity and were not significant. The ex-MTFG Group classified subsequent acquisitions of
securities as either available for sale or trading until the fiscal year ended March 31, 2003. On April 1, 2003, the
ex-MTFG Group reassessed the appropriateness of the classification of the securities which had been classified
as available for sale and reclassified ¥78,343 million of such securities into the held-to-maturity category. The
transfer did not have a material impact on its financial position or results of operations.
For the fiscal years ended March 31, 2004, 2005 and 2006, losses resulting from write-downs of investment
securities to reflect the decline in value considered to be other than temporary were ¥230,074 million, ¥106,929
million and ¥337,501 million, respectively, which were included in Investment securities gains—net in the
consolidated statements of income. The losses of ¥337,501 million for the fiscal year ended March 31, 2006
included losses of ¥194,561 million from Japanese national government bonds classified as available for sale.
F-33
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table shows the unrealized gross losses and estimated fair values of investment securities
available for sale and being held to maturity at March 31, 2005 and 2006, by length of time that individual
securities in each category have been in a continuous loss position:
At March 31, 2005
Securities available for sale:
Debt securities:
Japanese national government and
Less than 12 months
12 months or more
Total
Estimated
fair value
Unrealized
losses
Estimated
fair value
Unrealized
losses
Estimated
fair value
Unrealized
losses
Number of
securities
(in millions)
Japanese government agency bonds . . . ¥4,564,632
¥ 1,312
¥
— ¥ — ¥4,564,632
¥ 1,312
Japanese prefectural and municipal
bonds . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,535
4
—
—
1,535
4
Foreign governments and official
institutions bonds . . . . . . . . . . . . . . . . . .
Corporate bonds . . . . . . . . . . . . . . . . . . . . .
Mortgage-backed securities . . . . . . . . . . . .
Other debt securities . . . . . . . . . . . . . . . . .
Marketable equity securities . . . . . . . . . . . . . . .
1,254,178
521,505
597,893
490,931
19,845
17,104
4,715
7,066
3,844
678
110,091
—
207,208
11,049
—
2,991
—
3,912
765
—
1,364,269
521,505
805,101
501,980
19,845
20,095
4,715
10,978
4,609
678
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥7,450,519
¥34,723
¥328,348
¥7,668
¥7,778,867
¥42,391
Securities being held to maturities:
Debt securities:
Foreign governments and official
institutions bonds . . . . . . . . . . . . . . . . . . ¥
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥
6,148
6,148
¥
¥
105
105
¥
¥
— ¥ — ¥
— ¥ — ¥
6,148
6,148
¥
¥
105
105
41
1
244
379
247
72
10
994
3
3
At March 31, 2006
Securities available for sale:
Debt securities:
Japanese national government and
Less than 12 months
12 months or more
Total
Estimated
fair value
Unrealized
losses
Estimated
fair value
Unrealized
losses
Estimated
fair value
Unrealized
losses
Number of
securities
(in millions)
Japanese government agency bonds . . . ¥ 418,364
¥ 2,222
¥
— ¥ — ¥ 418,364
¥ 2,222
Japanese prefectural and municipal
bonds . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,874
199
—
—
8,874
199
Foreign governments and official
institutions bonds . . . . . . . . . . . . . . . . . .
Corporate bonds . . . . . . . . . . . . . . . . . . . . .
Mortgage-backed securities . . . . . . . . . . . .
Other debt securities . . . . . . . . . . . . . . . . .
Marketable equity securities . . . . . . . . . . . . . . .
700,593
904,160
526,075
287,761
123,488
9,638
14,218
6,883
729
7,299
46,502
—
321,353
19,144
100
1,044
—
11,862
592
62
747,095
904,160
847,428
306,905
123,588
10,682
14,218
18,745
1,321
7,361
50
20
204
577
329
254
146
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥2,969,315
¥41,188
¥387,099
¥13,560
¥3,356,414
¥54,748
1,580
Securities being held to maturity:
Debt securities:
Japanese national government and
Japanese government agency bonds . . . ¥2,146,344
¥16,331
¥
— ¥ — ¥2,146,344
¥16,331
Japanese prefectural and municipal
bonds . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,206
289
Foreign governments and official
institutions bonds . . . . . . . . . . . . . . . . . .
Corporate bonds . . . . . . . . . . . . . . . . . . . . .
Other debt securities . . . . . . . . . . . . . . . . .
14,654
10,545
13,350
96
35
29
—
—
—
—
—
—
—
—
25,206
289
14,654
10,545
13,350
96
35
29
19
72
20
23
30
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥2,210,099
¥16,780
¥
— ¥ — ¥2,210,099
¥16,780
164
F-34
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The MUFG Group has determined that unrealized losses on investments at March 31, 2005 and 2006 are
temporary based on its ability and positive intent to hold the investments for a period of time sufficient to allow
for any anticipated recovery and the results of its review conducted to identify and evaluate investments that have
indications of possible impairments. Impairment is evaluated considering various factors, and their relative
significance varies from case to case. The MUFG Group’s review includes, but is not limited to, consideration of
the following factors:
The length of time that fair value of the investment has been below cost—The MUFG Group generally
deems a continued decline of fair value below cost for six months or more to be other than temporary. Certain
securities held by BTMU, MUTB and certain other subsidiaries, which primarily consist of debt securities issued
by the Japanese national government and generally considered to be of minimal credit risk, were determined not
to be impaired in some cases, on the basis of the respective subsidiary’s ability and positive intent to hold such
securities to maturity. Certain securities held by UNBC, which primarily consist of debt securities backed by the
full faith and credit of the U.S. government and corporate asset-backed and debt securities, were determined not
to be impaired in some cases, on the basis of a cash flow analysis of such securities and/or UNBC’s ability to
hold such securities to maturity.
As shown in the table above, there were no material unrealized losses that have been in a continuous loss
position for 12 months or more, except for unrealized losses on certain foreign governments and official
institutions bonds, mortgage-backed securities, other debt securities and marketable equity securities held by
UNBC at March 31, 2006. Foreign governments and official institutions bonds in an unrealized loss position for
12 months or more were issued by one of the several Government-Sponsored Enterprises (“GSEs”). These
securities were issued with a stated interest rate and mature in less than three years. All of the unrealized losses
on these securities resulted from rising interest rates subsequent to purchase. Unrealized losses will decline as
interest rates fall below the purchased yield and as the securities approach maturity. Since UNBC has the ability
and positive intent to hold the securities until recovery of the carrying value, which could be maturity, the
unrealized loss is considered temporary. Mortgage-backed securities in an unrealized loss position for 12 months
or more are primarily securities guaranteed by a GSE. These securities are collateralized by residential mortgage
loans and may be prepaid at par prior to maturity. All of the unrealized losses on the mortgage-backed securities
resulted from rising interest rates subsequent to purchase. Because the likelihood of credit loss is remote, the
securities are excluded from the periodic evaluation of other than temporary impairment. Other debt securities in
an unrealized loss position for 12 months or more primarily consisted of collateralized loan obligations held by
UNBC. Unrealized losses on such securities arise from rising interest rates, widening credit spreads, credit
quality of the underlying collateral, and the market’s opinion of the performance of the fund managers. Based on
the cash flow analysis set out above, such unrealized losses are determined to be temporary in nature. Marketable
equity securities in an unrealized loss position for 12 months or more consist of securities traded on a national
exchange as part of the venture capital investment portfolio held by UNBC. The securities in the portfolio in an
unrealized loss position have suffered declines in share price due to lower earnings results. Since UNBC has the
positive intent and ability to hold these equity securities until recovery of the carry value, the unrealized loss is
considered temporary.
The extent to which the fair value of investments has been below cost as of the end of the reporting
period—The MUFG Group’s investment portfolio is exposed to volatile equity prices affected by many factors
including investors’ perspectives as to future economic factors and the issuers’ performance, as well as cyclical
market price fluctuation due to changes in market interest rates, foreign exchange rates, and changes in credit
spreads etc. In view of the diversity and volume of equity investments as well as the fact that the majority of
investments in debt securities are in high-grade fixed-rate bonds, including sovereign bonds, the MUFG Group
generally deems the decline of fair value below cost of 20% or more as a factor of an other than temporary
decline in fair value.
F-35
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The financial condition and near-term prospects of the issuer—The MUFG Group considers the financial
condition and near-term prospects of the issuer primarily based on the credit standing of the issuers as
determined by its credit rating system.
Exchange Traded Fund
For the fiscal year ended March 31, 2004, ex-BTM transferred marketable equity securities to an exchange
traded fund (“ETF”), sponsored by a third party securities firm. Ex-BTM concurrently entered into sales
agreements for marketable equity securities and purchase agreements for the fund units of the ETF with the
securities firm. Ex-BTM transferred its marketable equity securities to the securities firm with an aggregate cost
of ¥54,366 million for ¥76,385 million for the fiscal year ended March 31, 2004 and nil for the fiscal years ended
March 31, 2005 and 2006. The securities firm contributed these marketable equity securities and additional
securities purchased from the market to the ETF in order to link the ETF performance to the TOPIX (a composite
index of all stocks listed on the First Section of the Tokyo Stock Exchange (“TSE”)). Certificates issued by the
ETF (the “ETF certificates”) are linked to the TOPIX and have been listed on the TSE. Ex-BTM purchased the
ETF certificates at the fair value of ¥113,930 million for the fiscal year ended March 31, 2004 and nil for the
fiscal years ended March 31, 2005 and 2006, with an intention to sell them in the market or to the securities firm
in the near future.
The MUFG Group has accounted for the ETF certificates purchased from the securities firm as retained
interests in the marketable equity securities transferred to the securities firm. The MUFG Group has accounted
for the transfer of marketable equity securities as a sale when the MUFG Group received cash or financial
instruments other than the ETF certificates. The MUFG Group recognized gains of ¥89,581 million for the fiscal
year ended March 31, 2004 and nil for the fiscal years ended March 31, 2005 and 2006 on the sales of ETF
certificates. The MUFG Group held no ETF certificates at March 31, 2004, 2005 and 2006.
Banks’ Shareholdings Purchase Corporation
Under a law forbidding banks from holding marketable equity securities in excess of their Tier I capital after
September 30, 2006, the Banks’ Shareholdings Purchase Corporation (“BSPC”) was established in January 2002
in order to soften the impact on the stock market of sales of cross-shareholdings. BSPC began accepting share
offers from financial institutions on February 15, 2002. It has been funded by financial institutions, including
ex-BTM and ex-Mitsubishi Trust, which made initial contributions of ¥2,000 million (“preferred contributions”).
BSPC will be disbanded when it sells all shares that it purchased from financial institutions, or by March 31,
2017, at the latest.
BSPC has two accounts to purchase stock from financial institutions; the General Account and the Special
Account. In the General Account, each selling financial institution funds the amount of purchase by BSPC
without guarantees by the Japanese government, and the financial institution will assume any gains or losses on
sales by BSPC of the stocks. In the Special Account, each selling financial institution was required to make
contributions of 8% of the selling prices to BSPC for purchases made prior to the effective date of the
amendment to the above-mentioned law to fund any future losses (“subordinated contributions”). Effective in
August 2003, the requirement for subordinated contributions was eliminated under the amendment to the
legislation. The purchase amount in the Special Account is funded by borrowings guaranteed by the Japanese
government with a limit of ¥2.0 trillion. The cumulative net loss on sales of stocks in the Special Account, which
will not be determined and finalized before the liquidation of BSPC, will be compensated first by the
subordinated contributions, and then by the preferred contributions. If there is a remaining loss, the government,
as a guarantor, will be liable for the loss. On the other hand, if there is a cumulative net asset at the time of the
liquidation, the asset is first used to repay the preferred contributions and then to repay the subordinated
F-36
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
contributions. If any net assets remain after repayment of subordinated contributions, such net assets will be paid
out and the amounts will be determined based on the amounts of both contributions. Any remaining net assets in
excess of double the amount of the contributions will belong to the Japanese government.
At the establishment of BSPC in January 2002, ex-BTM and ex-Mitsubishi Trust collectively paid ¥2,000
million to BSPC as preferred contributions. At the time of the sales, ex-BTM and ex-Mitsubishi Trust made
subordinated contributions to the Special Account of ¥1,652 million and ¥183 million for the fiscal years ended
March 31, 2002 and 2003, respectively. For the fiscal year ended March 31, 2003, the ex-MTFG Group evaluated
its preferred contributions of ¥2,000 million and subordinated contributions of ¥1,835 million for impairment,
and recognized an impairment loss of ¥3,835 million. On October 1, 2005, the MUFG Group acquired, at fair
value, the preferred and subordinated contribution of the ex-UFJ Holdings Group to BSPC for ¥4,000 million and
¥10,616 million, respectively.
The MUFG Group sold marketable equity securities to BSPC with aggregate market values of ¥135,636
million, ¥112,400 million and ¥3,537 million, respectively, during the fiscal years ended March 31, 2004, 2005
and 2006. Also, BTMU and MUTB made loans to BSPC to fund its purchases of marketable equity securities.
Such loans to BSPC, which are guaranteed by the Japanese government, amounted to ¥7,398 million, ¥141,727
million and ¥25,300 million at March 31, 2004, 2005 and 2006, respectively.
The MUFG Group accounts for the transfers of marketable equity securities to the General Account, if any,
as secured borrowings. With respect to the transfers of marketable equity securities to the Special Account with
the requirement of subordinated contributions, if the fair value of the securities sold to the Special Account is
greater than 10% of the fair value of all securities held by the Special Account, the MUFG Group accounts for
the subordinated contributions as a partial retained interest in the sale. For all periods presented, the MUFG
Group had no sales of securities whose fair value was greater than 10% of the fair value of all securities held by
the Special Account. For the fiscal years ended March 31, 2004, 2005 and 2006, the MUFG Group recognized
gains of ¥27,797 million, ¥62,226 million and ¥769 million, respectively, on the sales of marketable equity
securities to the Special Account.
The Bank of Japan
The Bank of Japan began purchasing marketable equity securities at fair value from banks, including BTMU
and MUTB, from November 2002, aiming to enhance the stability of the Japanese financial system by reducing
the amount of marketable equity securities on the balance sheets of banks. Transfers of securities to the Bank of
Japan are sales transactions without transferors’ continuing involvement. BTMU and MUTB sold marketable
equity securities to the Bank of Japan with aggregate market values of ¥81,835 million for the fiscal year ended
March 31, 2004 and nil for the fiscal year ended March 31, 2005. In September 2004, the Bank of Japan ceased
purchasing marketable equity securities from banks.
Preferred Stock Investment in ex-UFJ Bank
In August 2004, four companies in the ex-MTFG Group concluded a basic agreement with four companies
in the ex-UFJ Holdings Group, regarding the management integration of the two groups. In September 2004,
ex-MTFG purchased preferred shares issued by ex-UFJ Bank of ¥700,000 million. These preferred shares were
carried at cost on the ex-MTFG Group’s consolidated balance sheet at March 31, 2005. The estimated fair value
of the investment was not readily determinable at March 31, 2005. As a result of the merger, these preferred
shares were converted into common shares of BTMU and, accordingly, have been eliminated in the MUFG
Group’s consolidated balance sheet at March 31, 2006.
F-37
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Debt-for-equity Swap
The MUFG Group restructured certain debt by entering into debt-for-equity swap transactions. As a result
of these debt-for-equity swap transactions, the MUFG Group’s loans to some borrowers, under standard terms
available to similarly situated corporate borrowers, were effectively converted into equity interests in the
borrowers, often in the form of preferred shares. The aggregate carrying amounts of debt swapped for equity, net
of allowance, for the fiscal years ended March 31, 2004, 2005 and 2006 were ¥59,448 million, ¥76,836 million
and ¥240 million, respectively. Such loans were often identified as impaired and, accordingly, the debt-for-equity
swap transactions did not materially affect the MUFG Group’s results of operations for the fiscal years ended
March 31, 2004, 2005 and 2006.
Equity interests acquired through a debt-for-equity swap transaction are accounted for as other investments
and carried at cost on the consolidated balance sheets, and reviewed for impairment periodically. Due to
regulatory and legal reasons, cash often changes hands between the parties to the debt-for-equity swap
transactions. In such cases, the debt-for-equity swap is classified as a cash transaction in the consolidated
statements of cash flows as a repayment of loans and purchases of other investment securities.
7. LOANS
Loans at March 31, 2005 and 2006, by domicile and type of industry of borrowers are summarized below:
Classification of loans by industry is based on the industry segment loan classification as defined by the
Bank of Japan.
Domestic:
2005
2006
(in millions)
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Communication and information services . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other industries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 6,475,361
974,060
5,266,553
3,621,673
5,228,318
3,691,908
784,301
6,783,275
8,162,062
¥ 10,796,610
1,968,386
8,616,597
6,154,336
9,532,843
5,798,109
1,182,493
12,170,995
23,727,793
Total domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40,987,511
79,948,162
Foreign:
Governments and official institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial and industrial
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
212,750
917,409
8,521,650
283,374
9,935,183
325,037
1,152,596
13,403,032
666,721
15,547,386
Unearned income, unamortized premiums—net and deferred loan fees—net . . . .
(18,678)
11,287
Total(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 50,904,016
¥ 95,506,835
Notes:
(1) The above table includes loans held for sale of ¥36,424 million and ¥41,904 million at March 31, 2005 and 2006, respectively.
F-38
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(2) Domestic loans within the “consumer” category in the above table include loans to individuals who utilize loan proceeds to finance their
proprietor activities and not for their personal financing needs. During the fiscal year ended March 31, 2004, ex-BTM’s credit
administration system was upgraded and became able to present a precise breakdown of the balance of such consumer loans by the type
of proprietor business. This breakdown at March 31, 2005 and 2006 is presented below:
Manufacturing Construction
Real
estate
Services
Wholesale
and
retail
Banks and
other
financial
institutions
Communication
and
information
services
Total
included
in
Consumer
Other
industries
March 31, 2005 . . . . . . . . . .
March 31, 2006 . . . . . . . . . .
¥23,023
¥17,212
¥16,157
¥13,925
(in millions)
¥542,969 ¥193,417 ¥39,806
¥425,929 ¥160,805 ¥30,937
¥1,126
¥ 947
¥3,681
¥2,968
¥7,782
¥6,257
¥827,961
¥658,980
Substantially all domestic loans are made under agreements which, as is customary in Japan, provide that a
bank may, under certain conditions, require the borrower to provide collateral (or additional collateral) or
guarantees with respect to the loans, and that the bank may treat any collateral, whether furnished as security for
loans or otherwise, as collateral for all indebtedness to the bank. At March 31, 2005 and 2006, such collateralized
loans originated by the MUFG Group, which were principally collateralized by real estate, marketable securities
and accounts receivable, amounted to ¥7,371,556 million and ¥11,346,054 million, respectively, which
represented 18% and 14%, respectively, of the total domestic loans at March 31, 2005 and 2006.
Nonaccrual and restructured loans were ¥1,275,093 million and ¥2,021,670 million at March 31, 2005 and
2006, respectively. Had interest on these loans been accrued pursuant to the original terms, gross interest income
on such loans for the fiscal years ended March 31, 2005 and 2006 would have been approximately ¥34.3 billion
and ¥70.2 billion, respectively, of which approximately ¥26.5 billion and ¥46.9 billion, respectively, were
included in interest income on loans in the accompanying consolidated statements of income. Accruing loans
contractually past due 90 days or more were ¥10,111 million and ¥23,008 million at March 31, 2005 and 2006,
respectively.
The MUFG Group provided commitments to extend credit to customers with restructured loans. The
amounts of such commitments were ¥20,045 million and ¥5,361 million at March 31, 2005 and 2006,
respectively. See Note 26 for further discussion of commitments to extend credit.
Impaired Loans
The MUFG Group’s impaired loans primarily include nonaccrual loans and restructured loans. A summary
of the recorded balances of impaired loans and related impairment allowance at March 31, 2005 and 2006 is
shown below:
2005
2006
Recorded
loan balance
Impairment
allowance
Recorded
loan balance
Impairment
allowance
(in millions)
Requiring an impairment allowance . . . . . . . . . . . . . . . . . . .
Not requiring an impairment allowance . . . . . . . . . . . . . . . . .
¥1,041,992
147,321
¥460,395
—
¥1,205,628
253,996
¥441,444
—
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥1,189,313
¥460,395
¥1,459,624
¥441,444
Note:
In addition to impaired loans presented in the above table, there were loans held for sale that were impaired of ¥15,327 million and
¥222 million at March 31, 2005 and 2006, respectively.
The average recorded investments in impaired loans were approximately ¥2,083 billion, ¥1,486 billion and
¥1,244 billion, respectively, for the fiscal years ended March 31, 2004, 2005 and 2006.
F-39
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the fiscal years ended March 31, 2004, 2005 and 2006, the MUFG Group recognized interest income of
approximately ¥38.2 billion, ¥30.9 billion and ¥25.8 billion, respectively, on impaired loans. Interest income on
nonaccrual loans was recognized on a cash basis when ultimate collectibility of principal was certain; otherwise,
cash receipts are applied as principal reductions. Interest income on accruing impaired loans, including
restructured loans, was recognized on an accrual basis to the extent that the collectibility of interest income was
reasonably certain based on management’s assessment.
Loans Acquired in a Transfer
In accordance with SOP 03-3, the details of which are discussed in Note 1—Accounting Changes, the
following table sets forth information primarily about loans of the ex-UFJ Holdings Group acquired in
connection with the merger, for which it is probable, at acquisition, that the MUFG Group will be unable to
collect all contractually required payments receivable.
Loans acquired during the fiscal year:
Contractually required payments receivable at acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows expected to be collected at acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of loans at acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accretable yield for loans within the scope of SOP 03-3:
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accretion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassifications from (to) nonaccretable difference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2006
(in millions)
¥3,506,033
1,505,303
1,395,774
¥
—
109,529
(206,321)
(34,765)
258,686
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 127,129
Loans within the scope of SOP 03-3:
Outstanding balance, beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding balance, end of fiscal year
Carrying amount, beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Carrying amount, end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥
—
2,029,191
—
897,657
For those loans within the scope of SOP 03-3 for which no yield has been accreted, the carrying amount at
the acquisition date for loans acquired during the fiscal year ended March 31, 2006 was ¥489,330 million and the
carrying amount of all loans at March 31, 2006 was ¥310,521 million. The additional provisions during the fiscal
year ended March 31, 2006 was ¥27,010 million, and as a result, the amount of allowance for credit losses was
¥27,010 million at March 31, 2006. The MUFG Group considered prepayments in the determination of
contractual cash flows and cash flows expected to be collected based on historical results.
Lease Receivable
As part of its financing activities, the MUFG Group enters into leasing arrangements with customers. The
MUFG Group’s leasing operations are performed through leasing subsidiaries and consist principally of direct
financing leases involving various types of data processing equipment, office equipment and transportation
equipment.
F-40
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
As of March 31, 2005 and 2006, the components of the investment in direct financing leases were as
follows:
Minimum lease payment receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Estimated residual values of leased property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less—unearned income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥578,370
38,179
(43,306)
¥1,085,897
42,183
(72,377)
Net investment in direct financing leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥573,243
¥1,055,703
Note:
(1) The balances and components of the investment in direct financing leases at March 31, 2005 have been restated as follows:
2005(1)
2006
(in millions)
Minimum lease payment receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Estimated residual values of leased property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less—unearned income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥539,180
29,509
(47,807)
¥578,370
38,179
(43,306)
Net investment in direct financing leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥520,882
¥573,243
Future minimum lease payment receivables under noncancelable leasing agreements as of March 31, 2006
were as follows:
As
previously
reported
As
restated
(in millions)
Direct
financing
leases
(in millions)
Fiscal year ending March 31:
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 301,884
227,716
189,729
129,797
83,082
153,689
Total minimum lease payment receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥1,085,897
Government-led Loan Restructuring Program
Under the legislation enacted by the Japanese Diet in June 1996, which incorporates the restructuring
program for the loans of seven failed housing-loan companies (the “Jusen”), the Deposit Insurance Corporation
(“DIC”) established a Housing Loan Administration Corporation ( “HLAC”) to collect and dispose of the loans
of the liquidated Jusen. In 1999, HLAC merged with the Resolution and Collection Bank Limited to create the
Resolution and Collection Corporation (“RCC”), which is wholly owned by the DIC.
Financial institutions, including the MUFG Group, waived the repayment of substantial amounts of the
loans to the Jusen and transferred the remaining balances to HLAC. Financial institutions were requested to make
loans to HLAC to finance its collection activities, and in the fiscal year ended March 31, 1997, the MUFG Group
F-41
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
made loans of ¥407,078 million with an original maturity term of 15 years. The 15-year term loans to HLAC,
which are guaranteed by the DIC under the legislation and the loan agreements, mature in 2011 and earn interest
at TIBOR (Tokyo Interbank Offered Rate) plus 0.125%. On October 1, 2005, the MUFG Group acquired, at fair
value, loans of the ex-UFJ Holdings Group to HLAC in connection with the merger with UFJ Holdings. During
the fiscal years ended March 31, 2005 and 2006, certain of these loans were repaid before maturity. At March 31,
2005 and 2006, outstanding loans to HLAC were ¥277,406 million and ¥265,213 million, respectively.
Under this restructuring program, a Financial Stabilization Fund (the “Special Fund”) was established
within the DIC, and the Bank of Japan and other financial institutions established another fund (the “New
Fund”). These funds are principally invested in Japanese government bonds. The MUFG Group made
non-interest-earning deposits of ¥176,089 million with the Special Fund and the New Fund in the fiscal year
ended March 31, 1997. On October 1, 2005, the MUFG Group acquired, at fair value, non-interest-earning
deposits of the ex-UFJ Holdings Group with the Special Fund and the New Fund. The deposit balances as of
March 31, 2005 and 2006, which are included in Other Assets, were ¥145,103 million and ¥351,705 million,
respectively, reflecting a present value discount and subsequent amortization of the discount during the period
until the expected maturity date. The non-interest-earning deposits with these funds are expected to mature in 15
years from the deposit dates, which coincides with the planned operational lifespan of HLAC.
It is uncertain what losses (so-called “stage two loss”), if any, may ultimately be incurred by RCC through
the collection of the Jusen loans during the 15-year term. If any such losses ultimately occur, the Japanese
government will be liable for half of such losses, and the investment income to be earned by the Special Fund
during the 15 years is to be used to cover the remaining half of the losses. The investment income to be earned by
the New Fund during the 15 years is to be used to compensate for a portion of the public funds used for the Jusen
restructuring.
At this time management believes all loans and deposits will be collectible according to their respective terms.
Sales of Loans
The MUFG Group originates various types of loans to corporate and individual customers in Japan and
overseas in the normal course of its business. The Financial Services Agency of Japan (the “FSA”) announced in
October 2002 that it will strive to reduce the aggregate ratio of nonperforming loans to total loans of major
Japanese banks, including MUFG’s domestic banking subsidiaries, by approximately half by March 31, 2005.
Pursuant to the FSA’s policy and in order to improve its loan quality, BTMU and MUTB actively disposed of
nonperforming loans. Most of such nonperforming loans were disposed of by sales to third party purchasers
including RCC without any continuing involvement. Management of BTMU and MUTB generally decide on
approvals for disposals after significant sales terms, including prices, are negotiated. As such, loans are disposed
of by sales shortly after the loans are transferred to the held-for-sale classification. For the fiscal year ended
March 31, 2003, the loss on sales of loans, which represents an additional provision for credit losses on such
decision, was ¥45,004 million. The gains on sales of loans were ¥8,678 million, ¥15,417 million and ¥47,083
million for the fiscal years ended March 31, 2004, 2005 and 2006, respectively. Such gains and losses are
included in the provision (credit) for credit losses and gains on sales of loans in the accompanying consolidated
statements of income.
Loan Securitization
The MUFG Group had no significant transfers of loans in securitization transactions accounted for as sales
for the fiscal years ended March 31, 2004 and 2006, and did not retain any significant interests associated with
loans transferred in securitizations at March 31, 2006. The MUFG Group securitized mortgage loans in the fiscal
F-42
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
year ended March 31, 2005. After securitizations of mortgage loans, the MUFG Group provides servicing and
advancing lines for the loans transferred to the trust. As a result of the securitization, the MUFG Group received
proceeds of ¥8,620 million and recognized gains of ¥154 million for the fiscal year ended March 31, 2005. The
MUFG Group did not possess any retained interests associated with the securitizations at March 31, 2005.
Related Party Loans
In some cases, the banking subsidiaries of MUFG make loans to related parties, including their directors and
executive officers, in the course of their normal commercial banking business. At March 31, 2005 and 2006,
outstanding loans to such related parties were not significant.
In the opinion of management, these related party loans were made on substantially the same terms,
including interest rates and collateral requirements, as those terms prevailing at the date these loans were made.
For the fiscal years ended March 31, 2004, 2005 and 2006, there were no loans to related parties that were
charged-off. Additionally, at March 31, 2005 and 2006, there were no loans to related parties that were impaired.
8. ALLOWANCE FOR CREDIT LOSSES
Changes in the allowance for credit losses for the fiscal years ended March 31, 2004, 2005 and 2006 are
shown below:
2004
2005
2006
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions resulting from the merger with UFJ Holdings(1)
. . . . . . . . . . . . .
Provision (credit) for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less—Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥1,360,136
—
(114,364)
377,846
40,970
(in millions)
¥888,120
—
108,338
297,939
37,317
¥ 739,872
287,516
110,167
164,733
28,598
Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others(2)
336,876
(20,776)
260,622
4,036
136,135
10,807
Balance at end of fiscal year
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 888,120
¥739,872
¥1,012,227
Notes:
(1) Additions resulting from the merger with UFJ Holdings represent the valuation allowance for acquired loans outside the scope of
SOP 03-3. The allowance for credit losses on loans within the scope of SOP 03-3 was not carried over.
(2) Others principally include foreign exchange translation and discontinued operations adjustments.
As explained in Note 7, nonperforming loans were actively disposed of by sales during recent years. The
allocated allowance for credit losses for such loans was removed from the allowance for credit losses and
transferred to the valuation allowance for loans held for sale upon a decision to sell. Net charge-offs in the above
table include the decrease in the allowance for credit losses due to loan disposal activity amounting to ¥124.6
billion, ¥25.1 billion and ¥25.9 billion for the fiscal years ended March 31, 2004, 2005 and 2006, respectively.
F-43
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
9. PREMISES AND EQUIPMENT
Premises and equipment at March 31, 2005 and 2006 consisted of the following:
2005
2006
(in millions)
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment and furniture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 170,834
415,606
440,258
229,938
2,923
¥ 471,184
576,899
565,857
308,905
6,703
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,259,559
690,753
1,929,548
755,971
Premises and equipment—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 568,806
¥1,173,577
Premises and equipment include capitalized leases, principally related to data processing equipment, which
amounted to ¥46,707 million and ¥117,283 million at March 31, 2005 and 2006, respectively. Accumulated
depreciation on such capitalized leases at March 31, 2005 and 2006 amounted to ¥31,261 million and ¥42,515
million, respectively.
Depreciation expense of premises and equipment for the fiscal years ended March 31, 2004, 2005 and 2006
was ¥55,637 million, ¥47,048 million and ¥81,282 million, respectively.
In March 1999, ex-BTM sold a 50% undivided interest in its head office building and land (including
structure and equipment) for ¥91,500 million and a 50% undivided interest in its main office building and land
(including structure and equipment) for ¥9,100 million to a real estate company. At the same time, ex-BTM
entered an agreement to lease back the 50% undivided interest in the buildings sold from the buyer over a period
of 7 years. BTMU has accounted for these transactions as financing arrangements, and recorded the total
proceeds of ¥100,600 million as a financing obligation.
In August 2005, ex-BTM bought back a 50% undivided interest in these office buildings and land for
¥111,597 million. The buy back resulted in an extinguishment of debt of ¥103,731 million, which included the
finance obligation for the 50% of any improvements that was paid by the real estate company, and loss on
extinguishment of liabilities of ¥7,866 million. The repurchase was undertaken to increase the stability and
flexibility of the property as the office buildings and land are expected to function as a significant piece of the
infrastructure for BTMU.
Before the merger, ex-UFJ Bank 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. Ex-UFJ
Bank either provided nonrecourse financings to the buyers for the sales proceeds or invested in the equities of the
buyers. As a result, ex-UFJ Bank was considered to have continuing involvement with the properties. For
accounting and reporting purposes, these transactions were accounted for under the financing method with the
sales proceeds recognized as a financing obligation. The properties were reported on the consolidated balance
sheets and depreciated. Upon the merger with UFJ Holdings at October 1, 2005, the MUFG Group recorded the
properties at fair value. At March 31, 2006, the financing obligation was ¥81,003 million.
For the fiscal years ended March 31, 2004, 2005 and 2006, the MUFG Group recognized ¥5,822 million,
¥1,591 million and ¥7,201 million, respectively, of impairment losses for long-lived assets, primarily domestic
F-44
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
real estate which was either formerly used for its domestic banking operations and is no longer used or real estate
that is being used where recovery of carrying amount is doubtful. In addition, ¥8,661 million, ¥2,612 million and
¥1,941 million of impairment losses were recognized for real estate held for sale for the fiscal years ended
March 31, 2004, 2005 and 2006, respectively. These losses are included in Other non-interest expenses. In
computing the amount of impairment losses, fair value was determined primarily based on market prices, if
available, or the estimated price based on an appraisal.
10. GOODWILL AND OTHER INTANGIBLE ASSETS
The MUFG Group applied SFAS No. 142 which requires that goodwill be tested for impairment at least
annually. Further, SFAS No. 142 requires that intangible assets with finite useful lives continue to be amortized
over their useful lives while intangible assets with indefinite lives are subject to impairment testing at least
annually.
Goodwill
As discussed in Note 30, effective October 1, 2005, the MUFG Group integrated the operations of the
former UFJ Holdings into its integrated business group system. The changes in the carrying amount of goodwill
during the fiscal year ended March 31, 2005 were originally described in accordance with former business
segments, but have been reclassified to conform to the new basis of segmentation for the fiscal year ended
March 31, 2006.
Integrated
Retail
Banking
Business
Group
Integrated Corporate Banking Business Group
Overseas
Domestic
Other than
UNBC
UNBC
Overseas
Total
Total
(in millions)
Integrated
Trust
Business
Group
Global
Markets
Total
For the fiscal year ended
March 31, 2005
Balance at March 31, 2004 . . . . . . ¥
Goodwill acquired during the
fiscal year
. . . . . . . . . . . . . . . . .
Goodwill written off related to
decrease in shareholdings . . . . .
Foreign currency translation
adjustments and other . . . . . . . .
70
¥ 15,078
¥
— ¥26,807 ¥ 26,807 ¥
41,885
¥14,735
¥ — ¥
56,690
—
(70)
—
—
—
—
— 31,105
31,105
31,105
—
—
—
—
— (1,891)
(1,891)
(1,891)
—
—
—
—
—
—
31,105
(70)
(1,891)
Balance at March 31, 2005 . . . . . . ¥
— ¥ 15,078
¥
— ¥56,021 ¥ 56,021 ¥
71,099
¥14,735
¥ — ¥
85,834
For the fiscal year ended
March 31, 2006
Balance at March 31, 2005 . . . . . . ¥
Goodwill acquired during the
— ¥ 15,078
¥
— ¥56,021 ¥ 56,021 ¥
71,099
¥14,735
¥ — ¥
85,834
fiscal year
. . . . . . . . . . . . . . . . .
741,006
837,608
148,613
14,313
162,926
1,000,534
7,792
2,300
1,751,632
Foreign currency translation
adjustments and other . . . . . . . .
—
(128)
—
6,610
6,610
6,482
—
—
6,482
Balance at March 31, 2006 . . . . . . ¥741,006
¥852,558
¥148,613
¥76,944 ¥225,557 ¥1,078,115
¥22,527
¥2,300
¥1,843,948
Notes:
(1) See Note 30 for the business segment information of the MUFG Group.
(2) See Note 2 for the goodwill acquired in connection with the merger with UFJ Holdings.
F-45
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Other Intangible Assets
The table below presents the gross carrying amount, accumulated amortization and net carrying amount, in
total and by major class of intangible assets at March 31, 2005 and 2006:
2005
Gross
carrying
amount
Accumulated
amortization
Net
carrying
amount
Gross
carrying
amount
(in millions)
2006
Accumulated
amortization
Net
carrying
amount
Intangible assets subject to
amortization:
Software . . . . . . . . . . . . . . . .
Core deposit intangibles . . . .
Customer relationships . . . . .
Trade names . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . .
Total
¥480,111
7,006
—
—
10,723
¥497,840
¥243,201
3,113
—
—
6,610
¥252,924
¥236,910
3,893
—
—
4,113
244,916
¥ 856,988
589,035
341,863
33,990
12,832
¥1,834,708
¥404,629
49,439
24,409
890
8,395
¥487,762
¥ 452,359
539,596
317,454
33,100
4,437
1,346,946
Intangible assets recorded in
connection with the additional
minimum pension liabilities
under SFAS No. 87 (See
Note 18) . . . . . . . . . . . . . . . . . . .
Intangible assets not subject to
amortization:
Indefinite-lived customer
relationships . . . . . . . . . . .
Indefinite-lived trade
names . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . .
Total
. . . . . . . . . . . . . . .
3,846
—
—
4,468
4,468
Total
. . . . . . . . . . . . . . . . . . . . . . .
¥253,230
1,985
126,427
17,682
11,455
155,564
¥1,504,495
Intangible assets subject to amortization acquired during the fiscal year ended March 31, 2006 amounted to
¥1,281,702 million, which primarily consisted of ¥323,765 million of software, ¥581,096 million of core deposit
intangibles, ¥341,863 million of customer relationships and ¥33,990 million of trade names. The weighted
average amortization periods for these assets are 5 years, 18 years, 20 years and 19 years, respectively. There is
no significant residual value estimated for these assets.
Intangible assets not subject to amortization acquired during the fiscal year ended March 31, 2006 amounted
to ¥155,277 million, which primarily consisted of ¥126,427 million of indefinite-lived customer relationships and
¥17,682 million of indefinite-lived trade names.
See Note 2 for disclosures of acquired intangible assets in connection with the merger with UFJ Holdings.
For the fiscal years ended March 31, 2004, 2005 and 2006, the MUFG Group recognized ¥215 million,
¥2,216 million and ¥251 million, respectively, of impairment losses for intangible assets not subject to
amortization, which primarily consisted of leasehold and telephone subscription rights, whose carrying amount
exceeded their fair value. These losses are included in Other non-interest expenses. In computing the amount of
impairment losses, fair value was determined primarily based on market prices, if available, or the estimated
price based on an appraisal.
F-46
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The estimated aggregate amortization expense for intangible assets for the next five years is as follows:
Fiscal year ending March 31:
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥261,271
217,969
178,642
140,721
108,523
(in millions)
11.
INCOME TAXES
The detail of current and deferred income tax expense (benefit) for the fiscal years ended March 31, 2004,
2005 and 2006 was as follows:
2004
2005
2006
(in millions)
Current:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,225
42,541
46,766
¥ 12,209
56,991
¥
69,200
41,279
56,933
98,212
Deferred:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
292,357
16,185
227,100
7,455
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
308,542
234,555
Income tax expense from continuing operations . . . . . . . . . . . . . . . . . . . . . .
Income tax expense from discontinued operations . . . . . . . . . . . . . . . . . . . . .
Income tax benefit from cumulative effect of a change in accounting
355,308
3,253
303,755
1,502
70,942
(3,681)
67,261
165,473
8,077
principle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
(6,605)
Income tax expense (benefit) reported in shareholders’ equity relating to:
Investment securities available for sale . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivatives qualifying for cash flow hedges . . . . . . . . . . . . . . . . . . . . . .
Minimum pension liability adjustments . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . .
283,182
(1,789)
46,395
(4,595)
2,602
(198)
6,830
7,511
877,198
(1,065)
92,890
6,786
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
323,193
16,745
975,809
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥681,754
¥322,002
¥1,142,754
Income taxes in Japan applicable to the MUFG Group are imposed by the national, prefectural and
municipal governments, and in the aggregate resulted in a normal effective statutory rate of approximately
39.9%, 40.6% and 40.6%, respectively, for the fiscal years ended March 31, 2004, 2005 and 2006. Foreign
subsidiaries are subject to income taxes of the countries in which they operate.
Consolidated Corporate Tax
In March 2003, ex-MTFG’s application to file its tax returns under the consolidated corporate-tax system
was approved by the Japanese tax authorities, and the consolidated corporate-tax system became effective for the
F-47
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
fiscal year ended March 31, 2003. The consolidated corporate-tax system allowed companies to base tax
payments on the combined profits or losses of a parent company and its wholly owned domestic subsidiaries.
Due to the adoption of the consolidated corporate-tax system, the ex-MTFG Group was required to pay, for the
fiscal years ended March 31, 2003 and 2004, a surcharge tax of 2.0% of taxable income in addition to the
national corporate income tax rate.
In February 2005, ex-MTFG’s application to suspend the consolidated corporate-tax system was approved
by the Japanese tax authorities. The ex-MTFG Group filed, for the fiscal year ended March 31, 2005, its tax
returns under the consolidated corporate-tax system. Due to the suspension of the consolidated corporate-tax
system, deferred income taxes had been calculated separately based on temporary differences as of March 31,
2005 and future taxable income at each company.
Bank Tax
On March 30, 2000, the Tokyo Metropolitan Assembly passed a new tax rule that changed the basis on
which it taxes large banks conducting business in Tokyo. Ex-BTM and ex-Mitsubishi Trust had been subject to
the new rule. The new rule required large banks to pay a 3.0% local tax on their gross operating income derived
from their Tokyo operations for a period of five fiscal years commencing April 1, 2000.
On May 30, 2000, the Osaka Prefectural Assembly also passed a new tax rule that is substantially the same
as the rule approved by the Tokyo Metropolitan Assembly. The new rule required large banks to pay a 3.0% local
tax on their gross operating income derived from Osaka operations for a period of five fiscal years commencing
April 1, 2001.
The banks subject to the new tax rule, including ex-BTM and ex-Mitsubishi Trust, filed a complaint in
October 2000 with the Tokyo District Court, calling for nullification of the new tax, which they claimed, unfairly
targets banks. On March 26, 2002, the Tokyo District Court rejected the new tax enacted by the Tokyo
Metropolitan Assembly. The court ordered the Tokyo Metropolitan Government to refund ¥72.4 billion in tax
payments to 18 major banks and to pay an additional ¥1.8 billion in compensation.
On March 29, 2002, the Metropolitan Government lodged an appeal at the Tokyo High Court. Following the
decision of the Tokyo District Court, 16 major banks filed a lawsuit on April 4, 2002 with the Osaka District
Court against the Osaka Prefectural Government, seeking to nullify the new tax rule. In response to the lawsuit,
on May 30, 2002, the Osaka Prefectural Government enacted a revised tax rule that changed the taxation for the
fiscal year ended March 31, 2002 and the fiscal years subject to the new tax rule. Under the revised tax rule, for
the fiscal years ended March 31, 2002 and 2003, large banks became subject to local taxes based on the lower of
the 3.0% local tax on their gross operating income or the local tax computed based on net income.
On January 30, 2003, the Tokyo High Court also rejected the new tax rule and ordered the Tokyo
Metropolitan Government to refund tax payments that the banks had paid over the past two years, which
represents the difference between the 3.0% tax on the gross operating profits paid by the banks and the amount
computed based on net income under the former rule. The order included the refund of ¥30.4 billion to ex-BTM
and ex-Mitsubishi Trust. However, the Tokyo High Court reversed the lower court on the issue of additional
compensation. The Tokyo Metropolitan Government appealed this decision to the Supreme Court of Japan.
On October 8, 2003, ex-BTM and ex-Mitsubishi Trust made a settlement-at-court with the Tokyo
Metropolitan Government and the Tokyo Governor and withdrew their complaints regarding the Tokyo
Metropolitan Government’s tax on large banks. The settlement included (a) a revision of the applicable tax rate
to 0.9% from 3.0%, effective retroactive to the date of the enactment of the local tax in the fiscal year ended
F-48
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
March 31, 2001 and (b) a refund representing the difference between the amount already paid by the banks and
the amount computed based on the newly enacted rate plus accrued interest. On October 7, 2003, the ex-MTFG
Group received a tax refund plus accrued interest amounting to ¥41,989 million.
In March 2003, the Japanese government amended the local tax law. Under the amended local tax law, a
corporation size-based enterprise tax was effective, which superseded the current enterprise tax, including the
local taxes levied by the Tokyo Metropolitan Government and Osaka Prefectural Government, from the fiscal
year ended March 31, 2005. As a result, the normal effective statutory tax rate for the fiscal year ended March
31, 2005 used in calculating the future expected tax effects of temporary differences as of March 31, 2003 was
approximately 40.5%.
In October 2003, the Tokyo Metropolitan Government and the Osaka Prefectural Government enacted a
surcharge tax on the enterprise tax under the local tax law amended in March 2003. As a result, the normal
effective statutory tax rate increased approximately 0.1% to approximately 40.6% effective for the fiscal year
ended March 31, 2005. The change in tax rate, used in calculating the future expected tax effects of temporary
differences, resulted in a decrease of ¥3,410 million in income tax expense for the fiscal year ended March 31,
2004.
Merger
Under the Japanese corporate tax law, the merger between ex-MTFG and ex-UFJ Holdings as well as those
between their principal subsidiaries, including banks, trust banks, and securities companies, were treated as a tax
qualified merger, and the tax basis of assets and liabilities and the operating loss carryforwards of ex-UFJ
Holdings and its principal subsidiaries were carried forward in the combined entities’ income tax returns. As a
result, the tax items comprising MUFG’s deferred tax assets and liabilities have significantly increased at March
31, 2006 as compared to those at March 31, 2005.
A reconciliation of the effective income tax rate reflected in the accompanying consolidated statements of
income to the combined normal effective statutory tax rate for the fiscal years ended March 31, 2004, 2005 and
2006 was as follows:
Combined normal effective statutory tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase (decrease) in taxes resulting from:
2004
2005
2006
39.9% 40.6% 40.6%
Nondeductible expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends from foreign subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign tax credit and payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Higher (lower) tax rates applicable to income of subsidiaries . . . . . . . . . . . . . . . . .
Foreign tax assessment (refund) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Enacted change in tax rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realization of previously unrecognized tax effects of subsidiaries . . . . . . . . . . . . .
Nontaxable dividends received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax expense on capital transactions by a subsidiary . . . . . . . . . . . . . . . . . . . . . . . . .
Other—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.1
0.7
0.5
0.1
(0.1)
1.2
(12.6)
(0.3)
(1.2)
(0.6)
—
2.5
0.4
1.1
1.6
(0.8)
—
1.6
(2.6)
—
(0.1)
(1.2)
—
1.7
0.7
1.6
1.4
(6.9)
—
9.5
0.2
—
(16.5)
(1.7)
4.4
(2.1)
Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30.2% 42.3% 31.2%
F-49
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Deferred tax assets and liabilities are computed for each tax jurisdiction using current enacted tax rates
applicable to periods when the temporary differences are expected to reverse. The tax effects of the items
comprising the MUFG Group’s net deferred tax assets at March 31, 2005 and 2006 were as follows:
2005
2006
(in millions)
Deferred tax assets:
Allowance for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued severance indemnities and pension liabilities . . . . . . . . . . . . . . . . . . . . . .
Accrued liabilities and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sale-and-leaseback transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 418,641
532,166
—
99,635
116,066
39,384
31,656
(112,955)
¥ 693,399
1,641,837
121,111
55,552
352,261
49,253
202,346
(431,619)
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,124,593
2,684,140
Deferred tax liabilities:
Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment and auto leasing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
292,151
—
89,623
43,468
1,048,356
430,550
67,702
87,205
Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
425,242
1,633,813
Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 699,351
¥1,050,327
Note:
(1) At October 1, 2005, ¥337 billion of the valuation allowance related to gross deferred tax assets was attributable to the merger with UFJ
Holdings. Future recognition of the tax attributes associated with these gross deferred tax assets would result in tax benefits being
allocated to reduce goodwill or other noncurrent intangible assets.
The valuation allowance was provided primarily against deferred tax assets recorded at the MUFG Group’s
domestic subsidiaries with operating loss carryforwards. The amount of the valuation allowance is determined
based on review of future taxable income (exclusive of reversing temporary differences and carryforwards) and
future reversals of existing taxable temporary differences. Future taxable income is developed from forecasted
operating results, based on recent historical trends and approved business plans, the eligible carryforward periods
and other relevant factors. For certain subsidiaries where strong negative evidence exists, such as the existence of
significant amounts of operating loss carryforwards, cumulative losses and the expiration of unused operating
loss carryforwards in recent years, a valuation allowance was recognized against the deferred tax assets as of
March 31, 2005 and 2006 to the extent that it is more likely than not that they will not be realized. The net
changes in the valuation allowance for deferred tax assets were a decrease of ¥20,848 million and an increase of
¥318,664 million for the fiscal years ended March 31, 2005 and 2006, respectively. The decrease for the fiscal
year ended March 31, 2005 primarily reflected the realization of such operating loss carryforwards of certain
subsidiaries corresponding to better-than-expected taxable income before deducting carryforwards, and the
increase for the fiscal year ended March 31, 2006 primarily reflected an increase in the numbers of subsidiaries
for which a valuation allowance was recognized against the deferred tax assets as a result of the merger with UFJ
Holdings.
F-50
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
At March 31, 2006, the MUFG Group had operating loss carryforwards of ¥4,036,796 million and tax credit
carryforwards of ¥1,165 million for tax purposes. Such carryforwards, if not utilized, are scheduled to expire as
follows:
Operating loss
carryforwards
Tax credit
carryforwards
(in millions)
Fiscal year ending March 31:
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 and thereafter
No definite expiration date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥
2,837
—
62,745
2,275,163
209,683
1,141,113
325,407
19,848
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥4,036,796
¥ —
—
—
—
—
—
599
566
¥1,165
In March 2004, the Japanese government extended the period for operating loss carryforwards from 5 years
to 7 years under the corporate tax law. This applied retroactively to operating loss carryforwards since fiscal
years beginning on or after April 1, 2001.
Income taxes are not provided on undistributed earnings of foreign subsidiaries, which are considered to be
indefinitely reinvested in the operations of such subsidiaries. At March 31, 2006, such undistributed earnings of
foreign subsidiaries amounted to approximately ¥319 billion. Determination of the amount of unrecognized
deferred tax liabilities with respect to these undistributed earnings is not practicable because of the complexity
associated with its hypothetical calculation including foreign withholding taxes and foreign tax credits. MUFG
has neither plans nor the intention of disposing of investments in foreign subsidiaries and, accordingly, does not
expect to record capital gains or losses, or otherwise monetize its foreign subsidiaries’ undistributed earnings.
Rather, MUFG will receive a return on investments in foreign subsidiaries by way of dividends.
Income from continuing operations before income tax expense and cumulative effect of a change in
accounting principle for the fiscal years ended March 31, 2004, 2005 and 2006 was as follows:
Domestic income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 920,256
256,108
(in millions)
¥555,980
162,414
¥346,567
183,106
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥1,176,364
¥718,394
¥529,673
2004
2005
2006
F-51
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
12. PLEDGED ASSETS AND COLLATERAL
Pledged Assets
At March 31, 2006, assets mortgaged, pledged, or otherwise subject to lien were as follows:
Due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(in millions)
¥
18
3,970,966
6,392,244
7,904,440
84,281
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥18,351,949
The above pledged assets are classified by type of liabilities to which they relate as follows:
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Call money and funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under repurchase agreements and securities lending transactions . . . . . . . . . . . . . . . . . . . .
Other short-term borrowings and long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(in millions)
¥
343,615
1,302,514
7,192,725
9,508,260
4,835
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥18,351,949
In addition, at March 31, 2006, certain investment securities, principally Japanese national government and
Japanese government agency bonds, and other assets aggregating ¥13,588,630 million were pledged as collateral
for acting as a collection agent of public funds, for settlement of exchange at the Bank of Japan and Tokyo
Bankers Association, for derivative transactions and for certain other purposes.
Under Japanese law, Japanese banks are required to maintain certain minimum reserves on deposit with the
Bank of Japan based on the amount of deposit balances and certain other factors. There are similar reserve
deposit requirements for foreign offices engaged in banking businesses in foreign countries. At March 31, 2005
and 2006, the reserve funds maintained by the MUFG Group, which are included in Cash and due from banks
and Interest-earning deposits in other banks, were ¥3,126,141 million and ¥4,265,954 million, respectively.
Average reserves during the fiscal years ended March 31, 2005 and 2006 were ¥3,745,640 million and
¥5,300,571 million, respectively.
Collateral
The MUFG Group accepts and provides financial assets as collateral for transactions, principally
commercial loans, repurchase agreements and securities lending transactions, call money, and derivatives.
Financial assets eligible for such collateral include, among others, marketable equity securities, trade and note
receivables and certificates of deposit.
Secured parties, including creditors and counterparties to certain transactions with the MUFG Group, may
sell or repledge financial assets provided as collateral. Certain contracts, however, may not be specific about the
secured party’s right to sell or repledge collateral under the applicable statutes and, therefore, whether or not the
secured party is permitted to sell or repledge collateral would differ depending on the interpretations of specific
F-52
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
provisions of the existing statutes, contract or certain market practices. If the MUFG Group determines, based on
available information, that a financial asset provided as collateral might not be sold or repledged by the secured
parties, such collateral is not separately reported in the consolidated balance sheets. If a secured party is
permitted to sell or repledge financial assets provided as collateral by contract or custom under the existing
statutes, the MUFG Group reports such pledged financial assets separately on the face of the consolidated
balance sheets. At March 31, 2006, the MUFG Group pledged ¥20,996 billion of assets that may not be sold or
repledged by the secured parties.
Certain banking subsidiaries accept collateral for commercial loans and certain banking transactions under a
standardized agreement with customers, which provides that these banking subsidiaries may require the
customers to provide collateral or guarantees with respect to the loans and other banking transactions. Financial
assets pledged as collateral are generally negotiable and transferable instruments, and such negotiability and
transferability is authorized by applicable legislation. In principle, Japanese legislation permits these banking
subsidiaries to repledge financial assets accepted as collateral unless otherwise prohibited by contract or relevant
statutes. Nevertheless, the MUFG Group did not sell or repledge nor does it plan to sell or repledge such
collateral accepted in connection with commercial loans before a debtor’s default or other credit events specified
in the agreements as it is not customary within the banking industry in Japan to dispose of collateral before a
debtor’s default and other specified credit events. Derivative agreements commonly used in the marketplace do
not prohibit a secured party’s disposition of financial assets received as collateral, and in resale agreements and
securities borrowing transactions, securities accepted as collateral may be sold or repledged by the secured
parties. At March 31, 2005 and 2006, the fair value of the collateral accepted by the MUFG Group that is
permitted to be sold or repledged was approximately ¥11,777 billion and ¥13,160 billion, respectively, of which
approximately ¥5,560 billion and ¥4,503 billion, respectively, was sold or repledged. The amount includes the
collateral that may be repledged under the current Japanese legislation but the MUFG Group does not dispose of
before the counterparties’ default in accordance with the customary practice within the Japanese banking
industry.
13. DEPOSITS
The balances of time deposits, including certificates of deposit (“CDs”), issued in amounts of ¥10 million
(approximately US$85 thousand at the Federal Reserve Bank of New York’s noon buying rate on March 31,
2006) or more with respect to domestic deposits and issued in amounts of US$100,000 or more with respect to
foreign deposits were ¥14,743,535 million and ¥7,236,237 million, respectively, at March 31, 2005, and
¥22,752,025 million and ¥8,252,109 million, respectively, at March 31, 2006.
(Note: The balances of time deposits, including CDs, issued in amounts of ¥10 million or more with respect to domestic deposits at
March 31, 2005 have been restated from ¥14,770,925 million to ¥14,743,535 million.)
The maturity information at March 31, 2006 for domestic and foreign time deposits, including CDs, is
summarized as follows:
Due in one year or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due after one year through two years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due after two years through three years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due after three years through four years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due after four years through five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due after five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥31,169,226
4,438,802
4,233,844
1,300,930
1,875,909
365,620
¥9,708,348
105,074
40,661
53,567
13,341
40,687
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥43,384,331
¥9,961,678
Domestic
Foreign
(in millions)
F-53
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
14. DEBENTURES
In Japan, certain banks, including ex-BTM, were authorized to issue discount and coupon debentures in the
domestic market under applicable banking laws. The Bank of Tokyo, Ltd., which merged with The Mitsubishi
Bank, Limited to create ex-BTM, was authorized to issue such debentures and, after the merger in 1996, ex-BTM
was also permitted to issue discount and coupon debentures in the domestic market through March 2002 under
the Law concerning the Merger and Conversion of Financial Institutions of Japan.
All of the remaining debentures of ¥265,957 million at March 31, 2004 matured in the fiscal year ended
March 31, 2005.
15. CALL LOANS AND FUNDS SOLD, AND CALL MONEY AND FUNDS PURCHASED
A summary of funds transactions for the fiscal years ended March 31, 2004, 2005 and 2006 is as follows:
Average balance during the fiscal year:
Call money and funds purchased . . . . . . . . . . . .
Call loans and funds sold . . . . . . . . . . . . . . . . . .
Net funds purchased position . . . . . . . . . . . . . . . . . . .
Call money and funds purchased:
Outstanding at end of fiscal year:
Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal range of maturities . . . . . . . . . . .
Weighted average interest rate . . . . . . . . . .
Maximum balance at any month-end during the
fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average interest rate paid during the
fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2004
2005
2006
(in millions, except percentages)
¥
¥
2,492,308
585,506
1,906,802
¥
¥
2,230,340
827,111
1,403,229
¥
¥
2,566,249
1,313,166
1,253,083
2,871,851
¥
1 day to 30 days
¥
1,521,057
1 day to 30 days
2,273,754
¥
1 day to 30 days
0.26%
0.40%
0.51%
¥
4,437,982
¥
3,048,831
¥
3,623,400
0.40%
0.32%
0.29%
Average balances are generally based on a daily average while a month-end average is used for certain
average balances when it is not practicable to obtain applicable daily averages.
16. DUE TO TRUST ACCOUNT
MUTB holds assets on behalf of its customers in an agent, fiduciary or trust capacity. Such trust account
assets are not the MUFG Group’s proprietary assets and are managed and accounted for separately.
However, excess cash funds of individual trust accounts are often placed with MUTB which manages the
funds together with its own funds in its proprietary account. Due to trust account reflects a temporary placement
of the excess funds from individual trust accounts and, in view of the MUFG Group’s funding, due to trust
account is similar to short-term funding, including demand deposits and other overnight funds purchased. The
balance changes in response to the day-to-day changes in the excess funds placed by the trust accounts. A
summary of due to trust account transactions for the fiscal years ended March 31, 2004, 2005 and 2006 is as
follows:
2004
2005
2006
Average balance outstanding during the fiscal year . . . . . . . . . . . . . .
Maximum balance at any month-end during the fiscal year . . . . . . . .
Weighted average interest rate during the fiscal year . . . . . . . . . . . . .
F-54
(in millions, except percentages)
¥1,349,118
1,411,055
¥2,099,745
3,438,160
¥1,326,313
1,403,734
0.37%
0.29%
0.24%
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
17. SHORT-TERM BORROWINGS AND LONG-TERM DEBT
At March 31, 2005 and 2006, the MUFG Group had unused lines of credit for short-term financing
amounting to ¥5,379,102 million and ¥11,280,010 million, respectively. The amounts principally consist of the
lines of collateralized intraday overdrafts without interest charges and collateralized overnight loans on bills at
the official discount rate granted by the Bank of Japan, which are used to cover shortages in the Bank of Japan
account and to meet liquidity needs. The MUFG Group may borrow from the Bank of Japan on demand up to the
total amount of collateral eligible for credit extension.
Other short-term borrowings at March 31, 2005 and 2006 were comprised of the following:
2005
2006
(in millions, except percentages)
Domestic offices:
. . . . .
Loans on notes and acceptances transferred with recourse (rediscount)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial paper(1)
Borrowings from financial institutions(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 7,665,600
1,580,380
348,780
71,713
¥ 7,208,579
1,145,931
424,575
188,948
Total domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,666,473
8,968,033
Foreign offices:
Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
929,818
128,590
Total foreign offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,058,408
1,273,869
292,509
1,566,378
Total
Less unamortized discount
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,724,881
106
10,534,411
33
Other short-term borrowings—net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥10,724,775
¥10,534,378
Weighted average interest rate on outstanding balance at end of fiscal year . . . . . .
0.24%
0.68%
Note:
(1) The balances of commercial paper and borrowings from financial institutions included in domestic offices at March 31, 2005 have been
restated from ¥1,490,900 million and ¥438,260 million to ¥1,580,380 million and ¥348,780 million, respectively.
A summary of other short-term borrowing transactions for the fiscal years ended March 31, 2004, 2005 and
2006 is as follows:
2004
2005
2006
¥3,727,461
5,663,067
(in millions, except percentages)
¥ 9,413,280
12,380,021
¥11,828,663
16,059,642
0.40%
0.24%
0.54%
Average balance outstanding during the fiscal year . . . . . . . . . . . .
Maximum balance at any month-end during the fiscal year . . . . . .
Weighted average interest rate during the fiscal year . . . . . . . . . . .
F-55
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Long-term debt (with original maturities of more than one year) at March 31, 2005 and 2006 was comprised
of the following:
MUFG:
2005
2006
(in millions)
Obligations under capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥
Unsubordinated debt:
— ¥
7
Fixed rate bonds, payable in Japanese yen, due 2007-2011, principally 0.31%-1.21% . . . . . . . . . . . . . . . .
Floating rate bonds, payable in Japanese yen, due 2008, principally 1.68% . . . . . . . . . . . . . . . . . . . . . . . .
200,000
—
Subordinated debt:
Floating rate bonds, payable in United States dollars, no stated maturity, 6.25% . . . . . . . . . . . . . . . . . . . .
Floating rate bonds, payable in Euro, no stated maturity, 4.75% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Floating rate bonds, payable in Japanese yen, no stated maturity, principally 2.42%-2.78% . . . . . . . . . . . .
—
—
—
650,000
50,000
587
714
25,836
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
200,000
727,144
BTMU:
Obligations under capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥
Obligation under sale-and-leaseback transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsubordinated debt:
22,457 ¥
103,658
175,107
81,003
Insurance companies and other institutions, maturing serially through 2012, principally 3.13%-3.67% . . .
Fixed rate bonds, payable in Great Britain pound, due 2006, principally 3.15% . . . . . . . . . . . . . . . . . . . . .
Fixed rate bonds, payable in Japanese yen, due 2006-2022, principally 0.22%-2.69% . . . . . . . . . . . . . . . .
Fixed rate borrowings, payable in Japanese yen, due 2006-2031, principally 0.00%-7.30% . . . . . . . . . . . .
Fixed rate borrowings, payable in Philippine peso, due 2009, principally 8.82% . . . . . . . . . . . . . . . . . . . .
Fixed rate borrowings, payable in Thai baht, due 2009-2013, principally 4.10%-5.65% . . . . . . . . . . . . . . .
Fixed rate borrowings, payable in United States dollars, due 2009-2018, principally 0.64%-0.75% . . . . . .
Adjustable rate borrowings, payable in United States dollars, due 2006-2011, principally
2.94%-4.72% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Floating rate borrowings, payable in United States dollars, due 2007-2008, principally 4.16%-4.63% . . .
Subordinated debt:
Insurance companies and other institutions, due 2006-2010, principally 0.16%-0.51% . . . . . . . . . . . . . . .
Fixed rate bonds, payable in United States dollars, due 2010-2011, principally 7.40%-8.40% . . . . . . . . . .
Fixed rate borrowings, payable in United States dollars, due 2008-2013, principally 6.76%-8.98% . . . . . .
Fixed rate bonds, payable in Japanese yen, due 2006-2020, principally 1.13%-7.74% . . . . . . . . . . . . . . . .
Fixed rate borrowings, payable in Japanese yen, due 2006-2016, principally 1.63%-6.20% . . . . . . . . . . . .
Adjustable rate borrowings, payable in United States dollars, due 2006 , principally 2.90% . . . . . . . . . . .
Adjustable rate bonds, payable in Japanese yen, due 2011-2012, principally 0.60%-1.05% . . . . . . . . . . . .
Adjustable rate borrowings, payable in Japanese yen, due 2006-2021, principally 0.16%-2.02% . . . . . . . .
Adjustable rate borrowings, payable in Chinese yuan, due 2006, 2.80% . . . . . . . . . . . . . . . . . . . . . . . . . . .
Floating rate bonds, payable in Euro, due 2015, principally 3.50% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Floating rate bonds, payable in Japanese yen, due 2011-2013, principally 0.71%-1.27% . . . . . . . . . . . . . .
Floating rate borrowings, payable in Japanese yen, due 2006-2035, principally 0.07%-4.03% . . . . . . . . . .
Floating rate borrowings, payable in United States dollars, due 2015-2016, principally 5.05%-6.25% . . .
Floating rate borrowings, payable in Euro, due 2015-2016, principally 2.70%-4.75% . . . . . . . . . . . . . . . .
120,617
—
1,881,845
—
—
—
—
—
—
9,000
214,684
—
390,000
399,266
—
33,000
184,500
259
—
—
509,308
32,217
41,661
36,048
2,002
2,649,092
36,842
580
3,684
18,856
2,057
84,570
5,000
495,290
580,304
519,822
585,285
293
31,700
206,500
—
142,810
81,000
1,619,369
376,844
227,068
Obligations under loan securitization transaction accounted for as secured borrowings, due 2006-2043,
principally 0.28%-2.17% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
480,969
2,045,116
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,423,441
10,006,242
MUTB:
Obligations under capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥
Unsubordinated debt:
172 ¥
1,596
Insurance companies and other institutions, maturing serially through 2016, principally 0.25%-5.79% . . .
71,298
62,329
Subordinated debt:
Fixed rate borrowings, payable in Japanese yen, due 2006-2016, principally 1.25%-4.60% . . . . . . . . . . . .
Adjustable rate borrowings, payable in Japanese yen, no stated maturity, principally 2.35%-3.15% . . . . .
Adjustable rate borrowings, payable in Japanese yen, due 2011-2020, principally 0.72%-4.00% . . . . . . . .
Floating rate borrowings, payable in Japanese yen, due 2006, principally 0.91% . . . . . . . . . . . . . . . . . . . .
Perpetual Bonds payable in Japanese yen, principally 0.76%-2.17% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed rate bonds, payable in Japanese yen, due 2010-2014, principally 1.95%-2.70% . . . . . . . . . . . . . . . .
Adjustable rate bonds, payable in Japanese yen, due 2011-2016, principally 0.34%-2.45% . . . . . . . . . . . .
100,200
20,300
87,200
20,000
117,400
60,000
126,400
Obligations under loan securitization transaction accounted for as secured borrowings, due 2006-2016,
principally 0.4% - 5.79% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,473
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
616,443
110,658
2,900
49,000
10,000
107,100
59,367
182,700
124,945
710,595
F-56
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
2005
2006
(in millions)
Other subsidiaries:
Unsubordinated debt:
Insurance companies and other institutions, due 2006-2013, principally 0.46%-11.62% . . . . . . . . . . . .
0.25% Convertible Bonds due 2014, payable in Japanese yen(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed rate bonds and notes, payable in United States dollars, due 2006-2023, principally
0.00%-10.00% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed rate bonds and notes, payable in Japanese yen, due 2006-2036, principally 0.00%-10.50% . . . . .
Fixed rate bonds and notes, payable in Euro, due 2006-2010, principally 2.87%-6.25% . . . . . . . . . . . .
Fixed rate bonds and notes, payable in Indonesian rupiah, due 2007, principally 19.00% . . . . . . . . . . .
Adjustable rate bonds and notes, payable in United States dollars, due 2011 , principally 4.78% . . . . .
Adjustable rate bonds and notes, payable in Japanese yen, due 2005-2006, principally
¥
45,138
49,165
¥
442,021
45,422
44,438
188,316
—
—
7,441
48,508
671,731
949
576
3,294
1.58%-2.20% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,390
—
Floating rate bonds and notes, payable in United States dollars, due 2006-2016, principally
2.60%-9.02% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Floating rate bonds and notes, payable in Japanese yen, due 2006-2030, principally 0.00%-5.00% . . . .
Floating rate bonds and notes, payable in Euro, due 2008, 1.55% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Floating rate bonds and notes, payable in Thai baht, due 2006-2010, principally 0.09%-1.36% . . . . . .
Floating rate bonds and notes, payable in Hong Kong dollars, due 2011, principally 0.88% . . . . . . . . .
Obligations under capital leases and other miscellaneous debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other institutions, due 2006-2009, principally 0.19%-1.85% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,564
250,549
708
—
—
6,035
—
65,745
495,390
99
964
714
34,395
37,343
Total unsubordinated debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
599,744
1,847,151
Subordinated debt:
Insurance companies and other institutions, due 2006-2014 , principally 0.16%-2.60% . . . . . . . . . . . . .
Fixed rate bonds and notes, payable in United States dollars, due 2009-2030, principally
4.08%-10.88% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed rate bonds and notes, payable in Japanese yen, due 2006-2015, principally 0.55%-4.85% . . . . . .
Floating rate bonds and notes, payable in United States dollars, due 2006-2016, principally
5.12-7.35% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Floating rate bonds and notes, payable in Japanese yen, due 2007-2010, principally 0.44%-1.00% . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other miscellaneous debt
13,745
19,462
50,875
16,052
1,560
59,887
—
50,693
24,263
11,852
173,774
153
280,197
Total subordinated debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
142,119
Obligations under loan securitization transaction accounted for as secured borrowings, due 2008,
principally 1.66% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
318,196
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
741,863
2,445,544
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥5,981,747
¥13,889,525
Notes:
(1) Adjustable rate debts are debts where interest rates are reset in accordance with the terms of the debt agreements, and floating rate debts
are debts where interest rates are repriced in accordance with movements of market indices.
(2) 0.25% convertible bonds due 2014 are convertible into common stock of MUS.
BTMU, MUTB and certain other subsidiaries entered into interest rate and currency swaps for certain debt
in order to manage exposure to interest rate and currency exchange rate movements. As a result of these swap
arrangements, the effective interest rates may differ from the coupon rates reflected in the above table. The
interest rates for the adjustable and floating rate debt shown in the above table are those in effect at March 31,
2005 and 2006. Certain interest rates are determined by formulas and may be subject to certain minimum and
maximum rates. Floating and adjustable rate debt agreements may provide for interest rate floors to prevent
negative interest payments (i.e., receipts).
Certain debt agreements permit BTMU, MUTB and some other subsidiaries to redeem the related debt, in
whole or in part, prior to maturity at the option of the issuer on terms specified in the respective agreements.
F-57
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following is a summary of maturities of long-term debt subsequent to March 31, 2006:
MUFG
BTMU
MUTB
Other
subsidiaries
Total
(in millions)
Fiscal year ending March 31:
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 and thereafter . . . . . . . . . . . . . . . . .
¥
7
150,000
220,000
100,000
230,000
27,137
¥ 1,249,217
868,020
982,462
637,547
929,489
5,339,507
¥ 42,026
15,788
6,945
21,360
71,470
553,006
¥ 442,364
571,724
352,972
264,028
261,999
552,457
¥ 1,733,614
1,605,532
1,562,379
1,022,935
1,492,958
6,472,107
Total
. . . . . . . . . . . . . . . . . . . . . . . .
¥727,144
¥10,006,242
¥710,595
¥2,445,544
¥13,889,525
18. SEVERANCE INDEMNITIES AND PENSION PLANS
All employees of MUFG are loaned from its domestic subsidiaries. The employees are subject to severance
indemnities and pension plans of each of these subsidiaries as described below, and included in the calculation of
benefit costs and liabilities of these subsidiaries.
Domestic Subsidiaries
Effective October 1, 2005, the ex-MTFG Group assumed the obligations of the ex-UFJ Holdings Group’s
severance indemnities and pension plans for financial accounting purposes. These plans were similar to those of
the ex-MTFG Group. On January 1, 2006, BTMU integrated severance indemnities and pension plans of
ex-BTM and ex-UFJ Bank and established new plans, while MUTB had not integrated the plans of ex-Mitsubishi
Trust and ex-UFJ Trust at March 31, 2006.
BTMU, MUTB and certain other domestic subsidiaries have severance indemnities plans under which their
employees in Japan, other than those who are directors, are entitled, under most circumstances, upon mandatory
retirement at normal retirement age or earlier termination of employment, to lump-sum severance indemnities.
Under the severance indemnities plans, benefit payments in the form of lump-sum cash payment without
allowing a benefit payee an option to receive annuity payments, upon mandatory retirement at normal retirement
age or earlier termination of employment, are provided. When a benefit is paid in a single payment to a benefit
payee under the plans, the payment represents final relief of the obligation.
BTMU, MUTB and certain other domestic subsidiaries also have funded contributory and non-contributory
defined benefit pension plans (private plans) which cover substantially all of their employees in Japan and
provide for lifetime annuity payments commencing at age 65 based on eligible compensation at the time of
severance, years of service and other factors.
Ex-BTM had Employees’ Pension Fund plans (“EPF”s), which were contributory defined benefit pension
plans established under the Japanese Welfare Pension Insurance Law (“JWPIL”). These plans were composed of
(a) substitutional portion based on the pay-related part of the old-age pension benefits prescribed by JWPIL
(similar to social security benefits in the United States) and (b) a corporate portion based on a contributory
defined benefit pension arrangement established at the discretion. BTMU and certain domestic subsidiaries with
an EPF and their employees were exempted from contributions to Japanese Pension Insurance (“JPI”) that would
otherwise be required if they had not elected to fund the substitutional portion of the benefit through an EPF
arrangement. The EPF, in turn, had paid both the corporate and substitutional pension benefits to retired
F-58
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
beneficiaries out of its plan assets. Benefits of the substitutional portion had been based on a standard
remuneration schedule as determined by the JWPIL, but the benefits of the corporate portion had been based on a
formula determined by each employer/EPF. Pension benefits and plan assets applicable to the substitutional
portion had been included with the corporate portion in the determination of net periodic costs and funded status.
In June 2001, JWPIL was amended to permit each employer/EPF’s to separate the substitutional portion
from its EPF’s and transfer the obligation and related assets to the government. The separation process occurred
in several phases.
In June 2003, ex-BTM submitted to the government an application to transfer the obligation to pay benefits
for future employee service related to the substitutional portion and the application was approved in August
2003. In August 2004, ex-BTM made another application for transfer to the government of the remaining
substitutional portion and the application was approved in November 2004. To complete the separation process,
the substitutional obligation and related plan assets were transferred to a government agency on March 28, 2005.
In accordance with EITF 03-2, the details of which are discussed in Note 1—Accounting Changes, ex-BTM
recognized (1) the difference of ¥103,001 million between the accumulated benefit obligations settled and the
assets transferred to the Japanese Government as a government grant for transfer of the substitutional portion of
EPF’s, (2) the proportionate amount of the net unrealized loss of ¥69,257 million for the substitutional portion as
settlement loss, and (3) the difference of ¥1,221 million between the projected benefit obligations and the
accumulated benefit obligations related to the substitutional portion, as gain on derecognition of previously
accrued salary progression for the fiscal year ended March 31, 2006.
The remaining portion of the EPF (that is, the corporate portion) continued to exist as a Corporate Defined
Benefit Pension plan (“CDBP”), although, from a legal or regulatory perspective, the EPF is deemed to have
been dissolved and a CDBP is deemed newly established when the separation process completed. Subsequent to
the separation process, ex-BTM transferred the remaining corporate portion of the EPF into a CDBP. On October
1, 2005, ex-BTM assumed ex-UFJ Bank’s non-contributory CDBP for financial accounting purposes, while ex-
BTM’s CDBP was a contributory plan at that time. On January 1, 2006, BTMU integrated the pension plans of
both banks and established a new non-contributory pension plan. The integration resulted in the change of the
amounts of benefits earned based on employees’ services rendered in prior fiscal periods. The plan amendment
will be accounted for in the fiscal year ending March 31, 2007, since the plan amendment occurred after
BTMU’s measurement date of December 31. The plan amendment is not expected to have a materially adverse
impact on the MUFG Group’s results of operations and financial position.
At March 31, 2006, MUTB and certain other domestic subsidiaries have EPFs which are comprised of
substitutional portion and corporate portion.
BTMU and MUTB also have closed Tax-Qualified Pension Plans (“closed TQPPs”), funded contributory
and non-contributory defined benefit pension plans, providing benefits to certain retired employees, excluding
directors, in Japan, based on eligible compensation at the time of severance, years of service and other factors.
F-59
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Net periodic cost of the severance indemnities and pension plans for the fiscal years ended March 31, 2004,
2005 and 2006 included the following components:
2004
2005
2006
Service cost—benefits earned during the fiscal year . . . . . . . . . . . . . . . . . . . . . .
Interest costs on projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of unrecognized net obligation at transition . . . . . . . . . . . . . . . . .
Amortization of unrecognized prior service cost . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on derecognition of previously accrued salary progression . . . . . . . . . . . .
(in millions, except percentages)
¥ 21,474
21,997
(31,206)
2,498
(1,047)
21,742
3,047
—
¥ 25,486
20,126
(18,547)
3,943
(1,047)
34,873
4,292
—
¥ 27,545
25,319
(37,916)
2,157
(1,091)
15,700
68,940
(1,221)
Net periodic benefit cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 69,126
¥ 38,505
¥ 99,433
Weighted-average assumptions used:
Discount rates in determining expense . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount rates in determining benefit obligation . . . . . . . . . . . . . . . . . . . . .
Rates of increase in future compensation level for determining expense . .
Rates of increase in future compensation level for determining benefit
obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected rates of return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.88%
2.10
2.96
3.12
2.67
2.10%
2.19
3.12
3.21
3.45
2.17%(1)
2.12
3.29(1)
2.95
3.37(1)
Note:
(1) Weighted-average assumptions used in determining expenses for the fiscal year ended March 31, 2006 in the above table are for the
ex-MTFG Group only. These assumptions used for the ex-UFJ Holdings Group, related to expenses recognized since October 1, 2005,
were as follows:
Discount rates in determining expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rates of increase in future compensation level for determining expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected rates of return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2006
2.13%
4.60
2.75
F-60
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table sets forth the combined funded status and amounts recognized in the accompanying
consolidated balance sheets at March 31, 2005 and 2006 for the plans of BTMU, MUTB and certain other domestic
subsidiaries. BTMU and some of its domestic subsidiaries have measured plan assets and benefit obligations at
December 31 for the purpose of financial statements, whereas MUTB has used March 31 for the measurement date.
Accordingly, funded status and amounts recognized in the table below shows the combined amounts of those
presented in the consolidated financial statements of these subsidiaries.
2005
2006
Severance
indemnities
plans and non-
contributory
pension plans
Contributory
pension
plans
Total
Severance
indemnities
plans and non-
contributory
pension plans
Contributory
pension
plans
Total
(in millions)
¥ 881,017
12,863
18,513
1,404
—
¥1,058,072
21,474
21,997
1,404
—
¥ 173,652
13,613
7,461
—
(8,786)
¥ 905,802
13,932
17,858
1,777
—
¥1,079,454
27,545
25,319
1,777
(8,786)
Change in benefit obligation:
Benefit obligation at beginning of fiscal
year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . .
Plan participants’ contributions . . . . . . . . .
Amendments . . . . . . . . . . . . . . . . . . . . . . . .
Acquisitions in connection with the merger
with UFJ Holdings . . . . . . . . . . . . . . . . .
Actuarial loss . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . .
Separation . . . . . . . . . . . . . . . . . . . . . . . . . .
Lump-sum payment . . . . . . . . . . . . . . . . . .
¥177,055
8,611
3,484
—
—
—
892
(3,160)
—
(13,230)
—
16,719
(24,714)
—
—
—
17,611
(27,874)
—
(13,230)
Benefit obligation at end of fiscal year . . . . . .
173,652
905,802
1,079,454
Change in plan assets:
Fair value of plan assets at beginning of fiscal
year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual return on plan assets . . . . . . . . . . . .
Acquisitions in connection with the merger
with UFJ Holdings . . . . . . . . . . . . . . . . .
Employer contributions . . . . . . . . . . . . . . .
Plan participants’ contributions . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . .
Separation . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of plan assets at end of fiscal
116,254
7,429
—
5,099
—
(3,160)
—
780,459
33,332
—
30,338
1,404
(24,714)
—
896,713
40,761
—
35,437
1,404
(27,874)
—
717,336
3,382
(11,322)
—
(13,585)
881,751
125,622
136,762
753,336
13,820
—
(11,322)
—
132,754
14,124
(24,462)
(198,528)
—
850,090
17,506
(35,784)
(198,528)
(13,585)
863,257
1,745,008
820,819
229,787
137,875
22,456
1,777
(24,462)
(94,306)
946,441
366,549
891,211
36,276
1,777
(35,784)
(94,306)
year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
125,622
820,819
946,441
1,018,218
1,093,946
2,112,164
Reconciliation of funded status:
Funded status . . . . . . . . . . . . . . . . . . . . . . .
Reclassification(1) . . . . . . . . . . . . . . . . . . . .
Contributions to or benefits paid from plan
assets during three months ended
March 31, 2005 and 2006 . . . . . . . . . . . .
Unrecognized net actuarial loss (gain) . . . .
Unrecognized prior service cost . . . . . . . . .
Unrecognized net obligation at
transition . . . . . . . . . . . . . . . . . . . . . . . . .
(48,030)
—
(84,983)
—
(133,013)
—
136,467
45,837
230,689
(45,837)
367,156
—
3,035
39,406
(358)
2,675
297,614
(26,541)
5,710
337,020
(26,899)
13,157
(4,634)
(30,322)
—
(54,103)
(4,271)
13,157
(58,737)
(34,593)
31
4,851
4,882
665
2,061
2,726
Net amount recognized . . . . . . . . . . . . . . . .
¥ (5,916)
¥ 193,616
¥ 187,700
¥ 161,170
¥ 128,539
¥ 289,709
Amounts recognized in the consolidated
balance sheets:
Prepaid benefit cost
. . . . . . . . . . . . . . . . . .
Accrued benefit cost . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . .
Accumulated other changes in equity from
nonowner sources . . . . . . . . . . . . . . . . . .
¥ 11,488
(40,963)
2,840
¥ 110,167
(119,780)
916
¥ 121,655
(160,743)
3,756
¥ 206,452
(48,954)
1,760
¥ 136,618
(8,079)
—
¥ 343,070
(57,033)
1,760
20,719
202,313
223,032
1,912
—
1,912
Net amount recognized . . . . . . . . . . . . . . . .
¥ (5,916)
¥ 193,616
¥ 187,700
¥ 161,170
¥ 128,539
¥ 289,709
Note:
(1) Reclassification is due to the integration of pension plans of ex-BTM and ex-UFJ Bank on January 1, 2006, and the resulting change of
ex-BTM’s contributory pension plan into a non-contributory pension plan established by a new bank.
F-61
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The aggregated accumulated benefit obligations of these plans were ¥1,021,427 million and ¥1,674,805
million, respectively, at March 31, 2005 and 2006. The severance indemnities plans generally employ a multi-
variable, non-linear formula based upon compensation at the time of severance, rank and years of service.
Employees with service in excess of one year are qualified to receive lump-sum severance indemnities.
The projected benefit obligations, accumulated benefit obligations and fair value of plan assets for the plans
of BTMU and MUTB and certain domestic subsidiaries with accumulated benefit obligations in excess of plan
assets were ¥821,355 million, ¥783,591 million and ¥617,138 million, respectively at March 31, 2005 and
¥166,624 million, ¥157,673 million and ¥121,092 million, respectively at March 31, 2006.
Pension plans are not fully integrated among subsidiaries of the MUFG Group and plan assets are managed
separately by each plan.
BTMU
Asset allocation
The asset allocation of BTMU’s contributory pension plan, which is a plan of ex-BTM, at December 31,
2004 and 2005 by asset category, was as follows:
Contributory pension plan assets at
December 31,
Asset category
EPF/CDBP assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fund for corporate portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japanese equity securities(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japanese debt securities(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
General account of life insurance companies(3)
Non-Japanese equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Japanese debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japanese short-term monetary assets(5) . . . . . . . . . . . . . . . . . . . . . . . . . .
Assets retained in employee retirement benefit trust . . . . . . . . . . . . . . . . . . . . . . .
Japanese equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fund for substitutional portion(4)
2004
88.52%
70.38
18.86
28.61
11.06
6.66
4.96
0.23
18.14
18.14
11.48
11.48
2005
80.52%
80.52
21.59
27.46
11.11
12.79
7.20
0.37
—
—
19.48
19.48
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.00%
100.00%
Notes:
(1)
(2)
Japanese equity securities include the MUFG Group’s common stock in the amounts of ¥1,436 million (0.27% of plan assets) and ¥3,481
million (0.67% of plan assets) at December 31, 2004 and 2005, respectively.
Japanese debt securities include the MUFG Group’s debt securities in the amounts of ¥220 million (0.04% of plan assets) and ¥1,644
million (0.31% of plan assets) at December 31, 2004 and 2005, respectively.
(3) “General account of life insurance companies” is a contract with life insurance companies that guarantees a return of approximately
1.22% (from April 2005 to March 2006), which is mainly invested in assets with low market risk such as Japanese debt securities. In
terms of pension plan asset allocation, BTMU regards the general account in the same category as Japanese debt securities, because it is
generally believed that there is a high degree of correlation between their performances. BTMU carefully monitors life insurance
companies by credit rating and other assessments.
(4) As a result of the transfer of the substitutional portion of EPF liabilities, there were no plan assets related to the substitutional portion at
December 31, 2005.
Included bank deposit for benefit payments at December 31, 2004.
(5)
F-62
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The asset allocation of BTMU’s non-contributory pension plan, which is a plan of ex-UFJ Bank, at
December 31, 2005 by asset category, was as follows:
Asset category
Non-contributory
pension plan assets at
December 31, 2005
CDBP assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japanese equity securities(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japanese debt securities(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General account of life insurance companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Japanese equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Japanese debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assets retained in employee retirement benefit trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japanese equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78.83%
27.39
24.96
1.25
16.45
7.80
0.98
21.17
21.17
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.00%
Notes:
(1)
(2)
Japanese equity securities include the MUFG Group’s common stock in the amounts of ¥6,169 million (0.91% of plan assets) at
December 31, 2005.
Japanese debt securities include the MUFG Group’s debt securities in the amounts of ¥635 million (0.09% of plan assets) at December
31, 2005.
The asset allocations of other plans, which are BTMU’s severance indemnities plans and TQPPs, and
severance indemnities and pension plans of certain domestic subsidiaries, were as follows:
Asset category
Asset ratio at December 31,
2004
2005
Japanese equity securities(1)(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japanese debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Japanese equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Japanese debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74.00%
16.94
0.60
0.26
8.20
84.29%
7.93
3.99
2.22
1.57
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.00% 100.00%
Notes:
(1) BTMU’s severance indemnities plan assets are an employee retirement benefit trust invested in Japanese equity securities.
(2)
Japanese equity securities include the MUFG Group’s common stock in the amounts of ¥39 million (1.26% of plan assets) at December
31, 2005.
F-63
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Investment policies
BTMU’s target asset allocation for funds of pension plans at December 31, 2005 was as follows:
Asset category
Target asset
allocation at
December 31, 2005
Japanese equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japanese debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Japanese equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Japanese debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24.9%
48.7
17.2
9.2
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.0%
The target asset allocation in the above table is based on a weighted-average allocation of ex-BTM and ex-
UFJ Bank at December 31, 2005. In March 2006, BTMU, as a new bank, revised its target asset allocation for
CDBP as follows:
Asset category
Japanese equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japanese debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Japanese equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Japanese debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Target asset
allocation
21.0%
51.0
19.0
9.0
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.0%
BTMU regards that the purpose of pension plan investments is to achieve assured benefits and stable
contributions through proper risk control and return maximization. BTMU attaches a great deal of importance to
the long-term performance of its pension plan investments to achieve assured benefits. BTMU fixes the long-
term asset allocation, which will be maintained for approximately five years, for efficient long-term investment
return. The long-term asset allocation is based on optimal portfolios, which are estimated by expected return and
risk according to each asset class, while considering BTMU’s risk tolerance.
As a general rule, BTMU reviews its investment policies approximately every five years. Additionally, a
review is made in the following situations: large fluctuations in pension plan liabilities caused by modifications
of pension plans, or changes in the market environment. BTMU carefully examines investment in alternative
assets, such as derivatives or hedge funds, while considering BTMU’s investment administration structure.
BTMU controls risk on its pension plan portfolio by standard deviation analysis. Additionally, BTMU requires
and checks that investment companies tracks errors in each asset class within a designated range.
BTMU regards that the purpose of employee retirement benefit trust investment is to achieve assured
benefits by contribution of assets to the trust. Employee retirement benefit trust assets are invested in Japanese
equity securities. This asset allocation will be held for the medium term, but it is undecided whether it will be
held in the long term.
BTMU’s severance indemnities plan consists of an employee retirement benefit trust. The trust’s purpose
and basic policy is described above. BTMU’s TQPPs has closed and there are no more new beneficiaries.
Therefore, to achieve assured benefit, the fund is invested in assets with low market risk.
F-64
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Basis and procedure for estimating long-term return of each asset class
The expected long-term return on the fund for the pension plan is 3.5% for each asset class. BTMU
estimates the expected rate of return on plan assets using a forward-looking building block approach. In this
approach, the rate of return for each component of the plan assets is derived from both long-term historical
performance and forward-looking return expectations based on future prospects of the economy and capital
markets. The expected rate of return on plan assets is the average of the expected rates of return weighted by
portfolio allocation.
The expected rate of return on the employee retirement benefit trust is estimated as 0.93% based on the
expected dividend yield on Japanese equity securities. Expected capital return is not taken into account, because
the long-term asset allocation is undecided.
BTMU’s severance indemnities plan consists of an employee retirement benefit trust. The trust’s expected
return is as described above.
The expected rate of return on closed TQPPs is estimated as 2.32% based on the performance over the last
three fiscal years.
Cash flows
BTMU and certain other domestic subsidiaries expect to contribute approximately ¥40.8 billion to pension
plans in the fiscal year ending March 31, 2007 based upon their current funded status and expected asset return
assumptions.
Estimated future benefit payments
The following table presents benefit payments expected to be paid, which include the effect of expected
future service for the fiscal years indicated:
Expected benefits
(in millions)
Fiscal year ending March 31:
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter (2012-2016) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 60,932
61,599
63,062
63,975
64,545
330,114
The expected benefits in the above table are the total of ex-BTM’s plan and ex-UFJ Bank’s plan at
December 31, 2005. The expected benefits based on BTMU’s new plan established in January 2006 are as
follows:
Fiscal year ending March 31:
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter (2012-2016) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 61,148
61,789
63,237
64,123
64,639
328,110
Expected benefits
(in millions)
F-65
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
MUTB
Asset allocation
The asset allocations of MUTB’s severance indemnities plans, contributory pension plans and
non-contributory pension plans are as follows:
Asset category
Japanese equity securities(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japanese debt securities(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Japanese equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Japanese debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others(3)
Asset ratio at
March 31,
2005
2006
58.7%
13.4
8.0
12.7
1.9
5.3
58.3%
10.3
7.6
9.1
1.0
13.7
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.0% 100.0%
Notes:
(1)
(2)
Japanese equity securities include the MUFG Group’s common stock in the amounts of ¥407 million (0.12% of total plan assets) and
¥7,547 million (1.19% of total plan assets) at March 31, 2005 and 2006, respectively.
Japanese debt securities include the MUFG Group’s debt securities in the amounts of ¥6 million (0.002% of total plan assets) and ¥90
million (0.01% of total plan assets) at March 31, 2005 and 2006, respectively.
(3) Others mainly include short term deposits, short term money market products, and short term investment products.
Investment policies
MUTB’s target asset allocation for funds is as follows:
Asset category
Japanese equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japanese debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Japanese equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Japanese debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Target asset
allocation
56.6%
14.3
8.0
8.7
12.4
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.0%
The investment policy for the pension plan assets is based on an asset liability strategy which is intended to
maintain adequate liquidity for benefit payments and achieve long-term returns on asset allocation. MUTB does
not rebalance its pension plan assets periodically. MUTB rebalances the allocation of pension plan assets only
when it is necessary to adjust the gap between the actual return and the short-term return target.
Plan assets are well diversified to reduce exposure to risks and the diversification of countries and
currencies are taken into account in investing in foreign assets. Furthermore, MUTB’s investment strategy is
intended to avoid speculative investments, such as investing in derivative instruments.
F-66
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Basis and procedure for estimating long-term return of each asset class
The expected rate of return on plan assets is based on a building-block methodology, which calculates the
total rate of return of plan by aggregating the weighted rate of return of each plan asset.
MUTB determined the expected rate of return for each asset class as below:
‰
‰
Japanese equity securities: the rate for Japanese debt securities plus a premium for the risk associated
with Japanese equity securities
Japanese debt securities: economic growth rate of Japan
‰ Non-Japanese equity securities: the rate for non-Japanese debt securities plus a premium for the risk
associated with non-Japanese equity securities
‰ Non-Japanese debt securities: global economic growth rate
‰ Others: the rate for Japanese debt securities minus interest rate spread
Cash flows
MUTB expects to contribute approximately ¥14.1 billion to pension plans in the fiscal year ending
March 31, 2007 based upon their current funded status and expected asset return assumptions.
Estimated future benefit payments
The following table presents benefit payments expected to be paid, which include the effect of expected
future service for the fiscal years indicated:
Fiscal year ending March 31:
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter (2012-2016) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥13,118
13,935
14,542
14,990
15,627
86,469
Expected benefits
(in millions)
MUS
Asset allocation
The asset allocations of MUS’s non-contributory pension plans are as follows:
Asset category
Asset ratio at
March 31, 2006
Japanese equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japanese debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others(1)
33.1%
34.5
32.4
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.0%
Note:
(1) Others mainly include investment pension trusts, which primarily invest into non-Japanese debt and equity securities.
F-67
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Investment policies
MUS’s investment policies are to achieve a stable increase in the pension plan assets in the medium and
long terms. Investment policies are determined by each third-party asset management company based on
discretionary investment management agreements and MUS does not designate specific target allocation of plan
assets. However, when the performance is unfavorable due to negative change in the market environment or
other factors, MUS would review the allocation of pension plan assets appropriately, such as increasing the ratio
of debt securities with relatively low risk.
Basis and procedure for estimating long-term of each asset class
MUS looks to long-term interest rate to determine the expected long-term rate of return on plan assets based
on its analysis of the historical performance and current financial market condition.
Cash flows
MUS expects to contribute approximately ¥3.8 billion to pension plans in the fiscal year ending March 31,
2007 based upon their current funded status and expected asset return assumptions.
Estimated future benefit payments
The following table presents benefit payments expected to be paid, which include the effect of expected
future service for the fiscal years indicated:
Expected benefits
(in millions)
Fiscal year ending March 31:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter (2012-2016) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥1,368
1,577
1,677
1,713
1,750
9,764
In accordance with BTMU’s, MUTB’s and certain domestic subsidiaries’ employment practices, certain
early-terminated employees are entitled to special lump-sum termination benefits. The amounts charged to
operations for such early termination benefits for the fiscal years ended March 31, 2004, 2005 and 2006 were
¥12,536 million and ¥10,081 million and ¥13,916 million, respectively.
During the fiscal year ended March 31, 2004, MUTB entered into retirement benefit trust agreements with a
domestic trust bank and contributed marketable equity securities with a fair value of ¥87,586 million to the trusts
designated to pay benefits for their severance indemnities plans and contributory pension plans. The contributions
were accounted for as sales with an aggregate gain of ¥14,452 million recognized for the fiscal year then ended.
Such contributions were accounted for as sales because the transfer met the sale accounting criteria of SFAS
No. 140, and the securities placed into the trust were qualified as plan assets as defined by SFAS No. 87.
Foreign Offices and Subsidiaries
Foreign offices and subsidiaries also have defined contribution plans and/or defined benefit plans. The cost
of such plans charged to operations for the fiscal years ended March 31, 2004, 2005 and 2006 were ¥8,285
million, ¥9,025 million, and ¥11,586 million, respectively, including ¥3,635 million, ¥3,500 million, and ¥4,044
million, respectively, for defined contribution plans.
F-68
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Foreign offices and subsidiaries have postemployment and/or postretirement plans for eligible employees
and retirees. The costs charged to operations for the fiscal years ended March 31, 2004, 2005 and 2006 were
¥3,164 million, ¥2,409 million and ¥2,291 million, respectively.
Certain of MUFG’s subsidiaries in the United States of America maintain employees’ retirement plans,
which are qualified retirement plans covering substantially all of the employees of such subsidiaries. The plans
are non-contributory defined benefit plans, which provide benefits upon retirement based on years of service and
average compensation. The plans are funded on a current basis in compliance with the requirement of the
Employee Retirement Income Security Act of the United States of America. These subsidiaries also provide
certain post employment benefits and postretirement benefits other than pensions for employees. Plan assets are
generally invested in U.S. government securities, corporate bonds and mutual funds.
The net periodic cost of the employees’ retirement and other benefit plans of certain offices and subsidiaries
in the United States of America for the fiscal years ended March 31, 2004, 2005 and 2006 include the following
components:
2004
2005
2006
Service cost—benefits earned during the fiscal year . . . . . . . . . . . . . . . . . . . . . .
Interest costs on projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of unrecognized net obligation at transition . . . . . . . . . . . . . . . . .
Amortization of unrecognized prior service cost . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(in millions, except percentages)
¥ 5,321
7,465
(10,626)
292
1
2,468
¥ 6,322
8,205
(12,448)
231
41
3,465
¥ 5,060
7,567
(9,769)
307
(89)
1,866
Net periodic benefit cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 4,942
¥ 4,921
¥ 5,816
Weighted-average assumptions used:
Discount rates in determining expense . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount rates in determining benefit obligation . . . . . . . . . . . . . . . . . . . . .
Rates of increase in future compensation level for determining
expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rates of increase in future compensation level for determining benefit
obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected rates of return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.79%
6.23
6.23%
5.77
5.77%
5.47
4.90
5.03
8.24
5.03
4.48
8.27
4.48
4.66
8.26
The following tables present the assumed weighted-average medical benefits cost trend rates for certain
offices and subsidiaries in the United States of America, which are used to measure the expected cost of benefits
at year-end, and the effect of a one-percentage-point change in the assumed medical benefits cost trend rate:
Health care cost trend rate assumed for next year . . . . . .
Rate to which cost trend rate is assumed to decline (the
ultimate trend rate) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year the rate reaches the ultimate trend rate . . . . . . . . . .
Postretirement welfare benefits Other postretirement benefits
Years ended December 31,
Years ended December 31,
2004
9.00%
5.50%
2009
2005
8.00%
5.50%
2009
2004
7.25%
5.00%
2008
2005
8.93%
5.00%
2011
F-69
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Postretirement welfare benefits
Other postretirement benefits
One-percentage-
point increase
One-percentage-
point decrease
One-percentage-
point increase
One-percentage-
point decrease
(in millions)
Effect on total of service and interest cost
components . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect on postretirement benefit obligation . . .
¥ 63
551
¥ (51)
(461)
¥ 256
1,954
¥ (211)
(1,657)
The following table sets forth the funded status and amounts recognized in the accompanying consolidated
balance sheets at March 31, 2005 and 2006 for the employees’ retirement and other benefit plans of certain
offices and subsidiaries in the United States of America:
2005
2006
(in millions)
Change in benefit obligation:
Benefit obligation at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan participants’ contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Divestitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥120,452
5,321
7,465
265
(339)
—
9,965
(4,909)
(3,560)
¥134,660
6,322
8,205
288
(201)
(26)
11,458
(5,030)
19,032
Benefit obligation at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
134,660
174,708
Change in plan assets:
Fair value of plan assets at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan participants’ contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
115,483
13,737
13,029
265
(4,909)
(3,746)
133,859
11,619
23,206
288
(5,030)
19,703
Fair value of plan assets at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
133,859
183,645
Reconciliation of funded status:
Funded status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized prior service cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized net obligation at transition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(801)
40,187
(316)
1,771
8,937
54,892
(527)
1,691
Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 40,841
¥ 64,993
Amounts recognized in the consolidated balance sheets:
Prepaid benefit cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued benefit cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other changes in equity from nonowner sources . . . . . . . . . . . . . .
¥ 44,318
(3,917)
90
350
¥ 68,372
(5,468)
88
2,001
Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 40,841
¥ 64,993
The aggregated accumulated benefit obligations of these plans were ¥104,405 million and ¥134,576 million,
respectively, at March 31, 2005 and 2006.
F-70
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The projected benefit obligations, accumulated benefit obligations and fair value of plan assets for the plans
of certain offices and subsidiaries in the United States of America with accumulated benefit obligations in excess
of plan assets were ¥9,179 million, ¥8,745 million and ¥6,286 million, respectively at March 31, 2005 and
¥11,455 million, ¥10,843 million and ¥8,194 million, respectively at March 31, 2006.
UNBC provides additional retirement benefits to eligible employees through several unfunded Executive
Supplemental Benefit Plans (“ESBPs”). The accrued benefit cost for the ESBPs included in Other liabilities in
the consolidated balance sheets was ¥4,492 million and ¥6,463 million at March 31, 2005 and 2006, respectively.
Expense relating to the ESBPs for the fiscal years ended March 31, 2004, 2005 and 2006 was ¥31 million, ¥443
million and ¥587 million, respectively. The accrued benefit cost included additional minimum liability, of which
¥170 million and ¥137 million were also recognized as intangible assets at March 31, 2005 and 2006,
respectively. The additional minimum liability recognized in excess of the unrecognized prior service costs,
amounting to ¥657 million, ¥1,129 million and ¥2,012 million at March 31, 2004, 2005 and 2006, respectively,
were reported in accumulated other changes in equity in nonowner sources.
Asset allocation
The asset allocations of certain offices and subsidiaries in the United States of America in severance
indemnities plans, contributory pension plans and non-contributory pension plans are as follows:
Asset category
Asset ratio at December 31,
2004
2005
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71.20%
28.43
0.37
68.11%
29.69
2.20
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.00% 100.00%
Investment policies
Target asset allocation for funds of certain offices and subsidiaries in the United States of America is as
follows:
Asset category
Target asset
allocation
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69.2%
30.8
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.0%
The investment objective for pension plans of certain offices and subsidiaries in the United States of
America is to optimize total return within reasonable and prudent levels of risk. The plans’ asset allocation
strategy is the principal determinant in achieving expected investment returns on the plans’ assets. Actual asset
allocations may fluctuate within acceptable ranges due to market value variability. If market fluctuations cause
an asset class to fall outside of its strategic asset allocation range, the portfolio will be rebalanced as appropriate.
Plan asset performance is compared against established indices and peer groups to evaluate whether the risk
associated with the portfolio is appropriate for the level of return.
Basis and procedure for estimating long-term return of each asset class
Certain offices and subsidiaries in the United States of America periodically reconsider the expected long-
term rate of return for plan assets. They evaluate the investment return volatility of different asset classes and
compare the liability structure of their plan to those of other companies, while considering their funding policy to
F-71
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
maintain a funded status sufficient to meet participants’ benefit obligations, and reduce long-term funding
requirements and pension costs. Based on this information, certain offices and subsidiaries in the United States of
America update the expected long-term rate of return.
Cash flows
Certain offices and subsidiaries in the United States of America expect to contribute approximately ¥14.2
billion to pension plans in the fiscal year ending March 31, 2007 based upon their current funded status and
expected asset return assumptions.
Estimated future benefit payments
The following table presents benefit payments expected to be paid, which include the effect of expected
future service for the fiscal years indicated:
Expected benefits
(in millions)
Fiscal year ending March 31:
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter (2012-2016) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 5,886
6,267
6,773
7,395
7,938
49,222
19. OTHER ASSETS AND LIABILITIES
Major components of other assets and liabilities at March 31, 2005 and 2006 were as follows:
2005
2006
(in millions)
Other assets:
Accounts receivable:
Receivables from brokers, dealers and customers for securities
transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in equity method investees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-interest-earning deposits with the Special Fund and the New Fund (See
Note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid benefit cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total
¥ 538,880
304,767
361,898
¥ 872,531
919,627
602,400
145,103
166,718
1,086,312
¥2,603,678
351,705
412,663
1,804,640
¥4,963,566
Other liabilities:
Accounts payable:
Payables to brokers, dealers and customers for securities transactions . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for off-balance-sheet credit instruments . . . . . . . . . . . . . . . . . . . . . . . .
Accrued benefit cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Guarantees and indemnifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total
¥ 614,444
488,704
74,476
69,506
184,200
437,620
29,364
718,094
¥2,616,408
¥ 578,212
939,797
161,104
102,298
82,793
1,066,992
95,851
1,293,812
¥4,320,859
F-72
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Investments in equity method investees include marketable equity securities carried at ¥183,447 million and
¥312,342 million, respectively, at March 31, 2005 and 2006. Corresponding aggregated market values were
¥209,365 million and ¥389,852 million, respectively.
The MUFG Group periodically evaluates whether a loss in value of investments in equity method investees
is other than temporary. As a result of evaluations, the MUFG Group did not record impairment losses for the
fiscal years ended March 31, 2004 and 2005. The MUFG Group recognized an other than temporary decline in
the value of an investment and recorded an impairment loss related to an affiliated consumer finance company of
¥14,985 million for the fiscal year ended March 31, 2006. The impairment loss is included in Equity in earnings
of equity method investees in the consolidated statements of income.
20. PREFERRED STOCK
Pursuant to the Articles of Incorporation, MUFG was originally authorized to issue 120,000 shares of Class
3 Preferred Stock, 400,000 shares of Class 5 Preferred Stock, 200,000 shares of Class 6 Preferred Stock, 200,000
shares of Class 7 Preferred Stock, 200,000 shares of Class 8 Preferred Stock, 150,000 shares of Class 9 Preferred
Stock, 150,000 shares of Class 10 Preferred Stock, 8 shares of Class 11 Preferred Stock and 200,000 shares of
Class 12 Preferred Stock, without par value.
For the fiscal year ended March 31, 2005, 15,000 shares of Class 2 Preferred Stock were converted into
43,048 shares of common stock at the option of the shareholders and there was no Class 2 Preferred Stock
outstanding at March 31, 2005. For the fiscal year ended March 31, 2006, ex-MTFG redeemed 40,700 shares of
Class 1 Preferred Stock and there was no Class 1 Preferred Stock outstanding at March 31, 2006.
All classes of preferred stock to be issued are non-voting and have equal preference with MUFG’s common
stock for the payment of dividends and the distribution of assets in the event of a liquidation or dissolution of
MUFG. They are all non-cumulative and non-participating with respect to dividend payments. Shareholders of
Class 3, Class 8, Class 9, Class 10, Class 11 and Class 12 Preferred Stock receive a liquidation distribution at
¥2,500 thousand, ¥3,000 thousand, ¥2,000 thousand, ¥2,000 thousand, ¥1,000 thousand and ¥1,000 thousand per
share, respectively, and do not have the right to participate in any further liquidation distributions.
Preferred stock issued and outstanding at March 31, 2004, 2005 and 2006 was as follows:
Outstanding at
March 31, 2004 Net change
Outstanding at
March 31, 2005 Net change
Outstanding at
March 31, 2006
(number of shares)
Preferred stock:
Class 1 . . . . . . . . . . . . . . . . . . . . . . . .
Class 2 . . . . . . . . . . . . . . . . . . . . . . . .
Class 3 . . . . . . . . . . . . . . . . . . . . . . . .
Class 8 . . . . . . . . . . . . . . . . . . . . . . . .
Class 9 . . . . . . . . . . . . . . . . . . . . . . . .
Class 10 . . . . . . . . . . . . . . . . . . . . . . .
Class 11 . . . . . . . . . . . . . . . . . . . . . . .
Class 12 . . . . . . . . . . . . . . . . . . . . . . .
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
81,400
15,000
—
—
—
—
—
—
96,400
(40,700)
(15,000)
100,000
—
—
—
—
—
44,300
40,700
—
100,000
—
—
—
—
—
140,700
(40,700)
—
—
27,000
79,700
150,000
1
175,300
391,301
—
—
100,000
27,000
79,700
150,000
1
175,300
532,001
None of Class 5, 6 and 7 Preferred Stock have been issued.
F-73
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Par value at
Par value at
March 31, 2004 Net Change
March 31, 2005 Net Change
Par value at
March 31, 2006
Preferred stock:
Class 1 . . . . . . . . . . . . . . . . . . . . . . .
Class 2 . . . . . . . . . . . . . . . . . . . . . . .
Class 3 . . . . . . . . . . . . . . . . . . . . . . .
Class 8 . . . . . . . . . . . . . . . . . . . . . . .
Class 9 . . . . . . . . . . . . . . . . . . . . . . .
Class 10 . . . . . . . . . . . . . . . . . . . . . .
Class 11 . . . . . . . . . . . . . . . . . . . . . .
Class 12 . . . . . . . . . . . . . . . . . . . . . .
¥244,200
30,000
—
—
—
—
—
—
¥(122,100)
(30,000)
250,000
—
—
—
—
—
(in millions)
¥122,100
—
250,000
—
—
—
—
—
¥(122,100)
—
—
81,000
159,400
300,000
1
175,300
¥
—
—
250,000
81,000
159,400
300,000
1
175,300
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥274,200
¥ 97,900
¥372,100
¥ 593,601
¥965,701
The portion of proceeds from the sale of shares that is designated as capital stock is determined by
resolution of the Board of Directors of MUFG; however, at least 50% of the issue price of newly issued shares is
required to be designated as capital stock under the Commercial Code of Japan (the “Code”) and as revised under
the Company Law. Proceeds in excess of amounts designated as capital stock are designated as capital surplus.
Class 8 through 12 Preferred Stock were issued in exchange for ex-UFJ Holdings’ preferred stocks, so that the all
amounts were designated as capital surplus.
Convertible preferred stock contains a beneficial conversion feature if the effective conversion price (either
initially or after being reset) for a share of common stock upon conversion is less than the market price of a share
of common stock when the preferred stock was issued. MUFG accounts for the beneficial conversion features of
its preferred stock under the recognition and measurement principles of EITF Issue No. 98-5, “Accounting for
Convertible Securities with Beneficial Conversions Features or Contingently Adjustable Conversion Ratios” and
EITF Issue No. 00-27, “Application of EITF Issue No. 98-5 to Certain Convertible Instruments. ”
Beneficial conversion feature discounts are measured as the excess of the market price of a share of
common stock when the preferred stock is issued over the initial or reset preferred stock conversion price per
share of common stock. Beneficial conversion feature discounts are charged to capital surplus when recognized
and amortized to retained earnings, as non-cash preferred dividends using the effective yield method. Initial
beneficial conversion feature discounts are amortized over the period from the issuance date of the preferred
stock to the mandatory conversion date. Contingent beneficial conversion feature discounts are recognized when
the reset conversion price is determinable and amortized over the period from the conversion price reset date to
the mandatory conversion date. Any unamortized beneficial conversion feature discount remaining when
preferred stock is converted at the option of the holder before the mandatory conversion date is immediately
charged to retained earnings as a non-cash preferred dividend.
F-74
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The change in the unamortized discount arising from beneficial conversion features of the preferred stock
during the fiscal years ended March 2006 is as follows:
Balance at March 31, 2005 . . . . . . . . . . . . .
Addition on initial conversion price/
ratio reset . . . . . . . . . . . . . . . . . . . . .
Amortization to retained earnings . . . .
Charged to retained earnings on
Class 8
Class 9
Class 10
Class 11
Class 12
Total
—
(in millions)
—
—
—
—
—
¥102,702
(2,261)
¥139,267
(8,166)
¥138,780
¥ 1
(15,338) —
¥104,693
(8,480)
¥ 485,443
(34,245)
conversion of preferred stock . . . . .
(88,838)
(65,270)
—
Balance at March 31, 2006 . . . . . . . . . . . . .
¥ 11,603
¥ 65,831
¥123,442
—
¥ 1
(12,930)
(167,038)
¥ 83,283
¥ 284,160
Class 3 Preferred Stock
Class 3 Preferred Stock is redeemable at the option of MUFG. At the time of issuance, the Board of
Directors determines an issue price, an annual dividend (not to exceed ¥250,000 per share), and redemption
terms, including a redemption price. No shares of the Class 3 Preferred Stock were issued and outstanding at
March 31, 2004.
On February 17, 2005, ex-MTFG issued 100,000 shares of Class 3 Preferred Stock at ¥2.5 million per share,
the aggregate amount of the issue price being ¥250.0 billion. Class 3 Preferred Stock was issued by means of a
third party allocation to Meiji Yasuda Life Insurance Company, Tokio Marine & Nichido Fire Insurance Co.,
Ltd. and Nippon Life Insurance Company. The preferred stock does not have voting rights at any general
meetings of shareholders, unless otherwise provided by applicable laws and regulations. Preferred dividends are
set to be ¥60,000 per share annually, except that the preferred dividend on the Class 3 Preferred Stock for the
fiscal year ended March 31, 2005 was ¥7,069 per share.
Class 8 Preferred Stock
On October 1, 2005, MUFG issued 200,000 shares of Class 8 Preferred Stock in exchange for Class II
Preferred Stock of ex-UFJ Holdings at an exchange ratio of 1 share of MUFG’s Class 8 Preferred Stock for each
1 shares of ex-UFJ Holdings’ Class II Preferred Stock.
On October 4, 2005, 69,300 shares of Class 8 Preferred Stock were converted into 122,763.51 shares of
common stock for the repayment of the public fund.
On December 6, 2005, 51,900 shares of Class 8 Preferred Stock were converted into 91,939.77 shares of
common stock for the repayment of the public fund.
On February 28, 2006, 51,800 shares of Class 8 Preferred Stock were converted into 91,762.63 shares of
common stock for the repayment of the public fund.
Class 8 preferred stockholders are entitled to receive annual non-cumulative dividends of ¥15,900 per share
with priority over common stockholders.
Class 8 Preferred Stock is convertible into fully paid shares of MUFG common stock at the election of
holders from and including the day of establishment of MUFG to and including July 31, 2008, except during
F-75
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
certain excluded periods, at an initial conversion price of ¥1,693,500 per share of common stock, subject to anti-
dilution adjustments. The conversion price is subject to reset annually on August 1 from 2006 to 2007 to the
average market price of the common stock for the 30 trading day period beginning 45 trading days prior to each
reset date, multiplied by 1.025, but not less than ¥1,693,500 per share. All Class 8 Preferred Stock outstanding on
August 1, 2008 will be mandatorily converted into shares of common stock at a conversion ratio of ¥3,000,000
divided by the higher of the average market price of the common stock for the 30 trading day period beginning
45 trading days prior to August 1, 2008 or ¥1,209,700.
An aggregate initial beneficial conversion feature discount of ¥102,702 million is being amortized through
August 1, 2008.
Class 9 Preferred Stock
On October 1, 2005, MUFG issued 150,000 shares of Class 9 Preferred Stock in exchange for Class IV
Preferred Stock of ex-UFJ Holdings at an exchange ratio of 1 share of MUFG’s Class 9 Preferred Stock for each
1 shares of ex-UFJ Holdings’ Class IV Preferred Stock.
On October 4, 2005, 57,850 shares of Class 9 Preferred Stock were converted into 127,096.45 shares of
common stock for the repayment of public funds.
On February 28, 2006, 12,450 shares of Class 9 Preferred Stock were converted into 22,733.70 shares of
common stock for the repayment of public funds.
Class 9 preferred stockholders are entitled to receive annual non-cumulative dividends of ¥18,600 per share
with priority over common stockholders.
Class 9 Preferred Stock is convertible into fully paid shares of MUFG common stock at the election of
holders from and including the day of establishment of MUFG to and including March 30, 2009, except during
certain excluded periods, at an initial conversion ratio of 2.197 shares of common stock per preferred stock,
subject to anti-dilution adjustments. The conversion ratio is subject to reset annually on October 5 from 2005 to
2008 to ¥2,000,000 divided by the average market price of the common stock for the 30 trading day period
beginning 45 trading days prior to each reset date multiplied by 1.035, but not more than 2.197. All Class 9
Preferred Stock outstanding on March 31, 2009 will be mandatorily converted into common stock at a conversion
ratio of ¥2,000,000 divided by the higher of the average market price of the common stock for the 30 trading day
period beginning 45 trading days prior to March 31, 2009 or ¥910,500.
The conversion ratio for the Class 9 Preferred Stock was reset on October 5, 2005 to 1.826 shares of
common stock per share of preferred stock, giving rise to an aggregate initial beneficial conversion feature
discount of ¥139,267 million, which is being amortized through March 31, 2009.
Class 10 Preferred Stock
On October 1, 2005, MUFG issued 150,000 shares of Class 10 Preferred Stock in exchange for Class V
Preferred Stock of ex-UFJ Holdings at an exchange ratio of 1 share of MUFG’s Class 10 Preferred Stock for each
1 shares of ex-UFJ Holdings’ Class V Preferred Stock.
Class 10 preferred stockholders are entitled to receive annual non-cumulative dividends of ¥19,400 per
share with priority over common stockholders.
F-76
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Class 10 Preferred Stock is convertible into fully paid shares of MUFG common stock at the election of
holders from and including the day of establishment of MUFG to and including March 30, 2009, except during
certain excluded periods, at an initial conversion ratio of 2.197 shares of common stock per share of preferred
stock, subject to anti-dilution adjustments. The conversion ratio is subject to reset annually on October 5 from
2005 to 2008 to ¥2,000,000 divided by the average market price of the common stock for the 30 trading day
period beginning 45 trading days prior to each reset date multiplied by 1.035, but not more than 2.197. All Class
10 Preferred Stock outstanding on March 31, 2009 will be mandatorily converted into common stock at a
conversion ratio of ¥2,000,000 divided by the higher of the average market price of the common stock for the 30
trading day period beginning 45 trading days prior to March 31, 2009 or ¥910,500.
The conversion ratio for the Class 10 Preferred Stock was reset on October 5, 2005 to 1.826 shares of
common stock per share of preferred stock, giving rise to an aggregate contingent beneficial conversion feature
discount of ¥138,780 million, which is being amortized through March 31, 2009.
Class 11 Preferred Stock
On October 1, 2005, MUFG issued 1 share of Class 11 Preferred Stock in exchange for Class VI Preferred
Stock of ex-UFJ Holdings at an exchange ratio of 1 share of MUFG’s Class 11 Preferred Stock for each 1 shares
of ex-UFJ Holdings’ Class VI Preferred Stock.
Class 11 preferred stockholders are entitled to receive annual non-cumulative dividends of ¥5,300 per share
with priority over common stockholders.
Class 11 Preferred Stock is convertible into fully paid shares of MUFG common stock at the election of
holders from and including the day of establishment of MUFG to and including July 31, 2014, except during
certain excluded periods, at an initial conversion price of ¥918,700 per share of common stock, subject to anti-
dilution adjustments. The conversion price was subject to reset annually on July 15 from 2006 to 2013 to the
average market price of the common stock for the 30 trading day period beginning 45 trading days prior to each
reset date, if the average market price were less than the conversion price prior to the reset, but not less than
¥918,700 per share. All Class 11 Preferred Stock outstanding on August 1, 2014 will be mandatorily converted
into shares of common stock at a conversion ratio of ¥1,000,000 divided by the higher of the average market
price of the common stock for the 30 trading day period beginning 45 trading days prior to August 1, 2014 or
¥802,600.
An aggregate initial beneficial conversion feature discount of ¥1 million is being amortized through
August 1, 2014.
Class 12 Preferred Stock
On October 1, 2005, MUFG issued 200,000 shares of Class 12 Preferred Stock in exchange for Class VII
Preferred Stock of ex-UFJ Holdings at an exchange ratio of 1 share of MUFG’s Class 12 Preferred Stock for each
1 shares of ex-UFJ Holdings’ Class VII Preferred Stock.
On December 6, 2005, 24,700 shares of Class 12 Preferred Stock were converted into 31,030.15 shares of
common stock for the repayment of the public fund.
Class 12 preferred stockholders are entitled to receive annual non-cumulative dividends of ¥11,500 per
share with priority over common stockholders.
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MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Class 12 Preferred Stock is convertible into fully paid shares of MUFG common stock at the election of
holders from and including the day of establishment of MUFG to and including July 31, 2009, except during
certain excluded periods, at an initial conversion price of ¥796,000 per share of common stock, subject to anti-
dilution adjustments. The conversion price was subject to reset annually on June 15 from 2006 to 2008 to the
average market price of the common stock for the 30 trading day period beginning 45 trading days prior to each
reset date, if the average market price were less than the conversion price prior to the reset, but not less than
¥796,000 per share. All Class 12 Preferred Stock outstanding on August 1, 2009 will be mandatorily converted
into shares of common stock at a conversion ratio of ¥1,000,000 divided by the higher of the average market
price of the common stock for the 30 trading day period beginning 45 trading days prior to August 1, 2009 or
¥795,200.
An aggregate initial beneficial conversion feature discount of ¥104,693 million is being amortized through
August 1, 2009.
See Note 36 for further information.
21. COMMON STOCK AND CAPITAL SURPLUS
The changes in the number of issued shares of common stock during the fiscal years ended March 31, 2004,
2005 and 2006 were as follows:
2004
2005
2006
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of new shares of common stock by merger . . . . . . . . . . . . . . . . . .
Issuance of new shares of common stock in exchange for the shares of
6,232,162
—
(shares)
6,476,100
6,545,353
— 3,215,172
Diamond Computer Service Co., Ltd. (Note 4)
. . . . . . . . . . . . . . . . . . . .
—
26,205
Issuance of new shares of common stock by conversion of Class 2
Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
243,938
43,048
Issuance of new shares of common stock by conversion of Class 8
Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of new shares of common stock by conversion of Class 9
Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of new shares of common stock by conversion of Class 12
Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
—
—
—
—
306,466
149,831
31,030
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,476,100
6,545,353
10,247,852
On May 1, 2006, a new company law (“the Company Law”) became effective. The Company Law reformed
and replaced the Code with various revisions that, for the most part, are applicable to events or transactions
occurring on or after May 1, 2006 and for the fiscal years ending on or after May 1, 2006. The enactment of the
Company Law is not expected to have a material impact on the MUFG Group’s financial position and results of
operations.
Under the Code and the Company Law, issuances of common stock, including conversions of bonds and
notes, are required to be credited to the common stock account for at least 50% of the proceeds and to the legal
capital surplus account (“legal capital surplus”) for the remaining amounts.
The Code and the Company Law permits Japanese companies, upon approval by the Board of Directors, to
issue shares in the form of a “stock split,” as defined in the Code (see Note 1). Also, the Code prior to April 1,
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MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
1991 permitted Japanese companies to issue free share distributions. BTMU and MUTB from time to time made
free share distributions. These free distributions usually were from 5% to 10% of outstanding common stock and
publicly-owned corporations in the United States issuing shares in similar transactions would be required to
account for them as stock dividends as of the shareholders’ record date by reducing retained earnings and
increasing the appropriate capital accounts by an amount equal to the fair value of the shares issued. The
application of such United States accounting practice to the cumulative free distributions made by BTMU and
MUTB at March 31, 2006, would have increased capital accounts by ¥1,910,106 million with a corresponding
decrease in unappropriated retained earnings. MUFG did not issue shares in the form of a “stock split” in any of
three fiscal years ended March 31, 2006.
The Code permits, upon approval of the Board of Directors, the transfer of amounts from the legal capital
surplus to the capital stock account. The Company Law permits that common stock, legal reserve, additional
paid-in capital, and other capital surplus and retained earnings can be transferred among these accounts under
certain conditions upon the approval of a shareholders’ meeting.
Treasury Stock
The Code, as amended effective on October 1, 2001 (the “Code Amendments”), and the Company Law
permit Japanese companies to effect purchases of their own shares pursuant to a resolution by the shareholders at
an annual general meeting until the conclusion of the following ordinary general meeting of shareholders, and to
hold such shares as its treasury shares indefinitely regardless of purpose. However, the Code and the Company
Law require the amount of treasury stock purchased be within the amount of retained earnings available for
dividends. Disposition of treasury stock is subject to the approval of the Board of Directors and is to follow the
procedures similar to a public offering of shares for subscription. Prior to the amendment, in principle,
reacquisition of treasury shares was prohibited with the exception of reacquisition for retirement and certain
limited purposes, as specified by the Code. Any treasury shares were required to be disposed of in the near term.
Ex-UFJ Holdings was a recipient of public funds from the Resolution and Collection Corporation (“RCC”),
a Japanese government entity. These public funds were injected in the form of a preferred stock investment and
UFJ preferred stock was exchanged as part of the merger for newly issued preferred stock of MUFG.
Related to the repayment of public funds received, the RCC converted certain preferred stock held into
common stock. Subsequent to the conversions, the RCC sold these shares of common stock in the open market.
Primarily in response to the sales by the RCC, MUFG repurchased a total of ¥760,912 million its common stock
from the market on October 5, 2005, December 7, 2005 and March 1, 2006.
Parent Company Shares Held by Subsidiaries and Affiliated Companies
At March 31, 2006, certain subsidiaries and affiliated companies owned shares of common stock of MUFG.
Such shares are included in treasury stock in the consolidated balance sheets and deducted from the MUFG
Group’s shareholders’ equity.
22. RETAINED EARNINGS, LEGAL RESERVE AND DIVIDENDS
In addition to the Code and the Company Law, Japanese banks, including BTMU and MUTB, are required
to comply with the Banking Law of Japan (the “Banking Law”).
Legal Reserve Set Aside as Appropriation of Retained Earnings and Legal Capital Surplus
Under the Code Amendments and the Company Law
The Code Amendments and the Company Law provide that an amount at least equal to 10% of the
aggregate amount of cash dividends and certain appropriations of retained earnings associated with cash outlays
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MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
applicable to each period shall be appropriated and set aside as a legal reserve until the aggregate amount of legal
reserve set aside as an appropriation of retained earnings and the legal capital surplus equals 25% of stated
capital as defined in the Code.
Prior to the Code Amendments, the Code provided that an amount at least equal to 10% of the aggregate
amount of cash dividends and certain appropriations of retained earnings associated with cash outlays applicable
to each period shall be appropriated and set aside as a legal reserve until such reserve equals 25% of common
stock. The retained earnings so appropriated may be used to eliminate or reduce a deficit by resolution of the
shareholders or may be transferred to capital stock by resolution of the Board of Directors.
Under the Banking Law
In line with the Code Amendments, on June 29, 2001, amendments to the Banking Law (the “Banking Law
Amendments”) were promulgated and became effective on October 1, 2001. The Banking Law Amendments
provide that an amount at least equal to 20% of the aggregate amount of cash dividends and certain
appropriations of retained earnings associated with cash outlays applicable to each fiscal period shall be
appropriated and set aside as a legal reserve until the aggregate amount of legal reserve set aside as appropriation
of retained earnings and the legal capital surplus equals 100% of stated capital as defined in the Code.
Prior to the Banking Law Amendments, the Banking Law provided that an amount at least equal to 20% of
the aggregate amount of cash dividends and certain appropriations of retained earnings associated with cash
outlays applicable to each fiscal period shall be appropriated and set aside as a legal reserve until such reserve
equals 100% of stated capital as defined in the Code. The retained earnings so appropriated may be used to
eliminate or reduce a deficit by resolution of the shareholders or may be transferred to capital stock by resolution
of the Board of Directors.
Transfer of Legal Reserve
Under the Code Amendments
Under the Code Amendments, Japanese companies, including MUFG, were permitted, pursuant to a
resolution by the shareholders at a general meeting, to make legal reserve set aside as appropriation of retained
earnings and legal capital surplus available for dividends until the aggregate amount of the legal reserve and legal
capital surplus equals 25% of stated capital as defined in the Code, which were formerly permitted only to reduce
deficit and to transfer to stated capital as defined in the Code.
Under the Banking Law Amendments Effective October 1, 2001
Effective October 1, 2001, under the Banking Law Amendments, Japanese banks, including BTMU and
MUTB, were permitted, pursuant to a resolution by the shareholders at a general meeting, to make legal reserve
set aside as an appropriation of retained earnings and legal capital surplus available for dividends until the
aggregate amount of the legal reserve and legal capital surplus equals 100% of stated capital as defined in the
Code.
Enactments of the Company Law and the Amendments of Banking Law Effective May 1, 2006
Effective May 1, 2006, under the Company Law, Japanese companies, including MUFG, BTMU and
MUTB, are permitted, primarily pursuant to a resolution by the shareholders at a general meeting, to transfer
legal capital surplus and legal reserve to stated capital and/or retained earnings without limitations of thresholds,
thereby effectively removing the thresholds provided for in the Code and Banking Law Amendments at the
company’s discretion.
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MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Unappropriated Retained Earnings and Dividends
Under the Code and the Company Law, the amount available for dividends is based on the amount recorded
in MUFG’s general books of account maintained in accordance with accounting principles generally accepted in
Japan (“Japanese GAAP”). The adjustments included in the accompanying consolidated financial statements but
not recorded in MUFG’s general books of account as explained in Note 1 have no effect on the determination of
retained earnings available for dividends under the Code and the Company Law. In addition to the provision that
requires an appropriation for legal reserve as described above, the Code, the Company Law and the Banking Law
impose certain limitations on the amount available for dividends. Under the Banking Law, MUFG, BTMU and
MUTB have to meet the minimum capital adequacy requirements and distributions of retained earnings of
MUFG, BTMU and MUTB, which are otherwise distributable to shareholders, are restricted in order to maintain
the minimum 4.0% Tier I capital for capital adequacy purpose.
Ex-MTFG was established on April 2, 2001 with common stock of ¥924,400 million, preferred stock of
¥222,100 million, legal capital surplus of ¥2,838,693 million and no retained earnings in accordance with the
Code and Japanese GAAP.
On October 1, 2005, MUFG started with common stock and preferred stock of ¥1,383,052 million, legal
capital surplus of ¥3,577,570 million and retained earnings of ¥757,458 million in accordance with the Code and
Japanese GAAP.
MUFG’s amount available for dividends, at March 31, 2006, was ¥1,151,976 million, which is based on the
amount recorded in MUFG’s general books of account under Japanese GAAP.
Annual dividends, including those for preferred stock, are approved by the shareholders at an annual general
meeting held subsequent to the fiscal year to which the dividends are applicable. In addition, a semi-annual
interim dividend payment may be made by resolution of the Board of Directors, subject to limitations imposed by
the Code, the Company Law and the Banking Law.
In the accompanying consolidated statements of shareholders’ equity, dividends and appropriations to legal
reserve shown for each fiscal year represent dividends approved and paid during the fiscal year and the related
appropriation to legal reserve.
23. REGULATORY CAPITAL REQUIREMENTS
Japan
MUFG, BTMU, MUTB and MUS are subject to various regulatory capital requirements promulgated by the
regulatory authorities of the countries in which they operate. Failure to meet minimum capital requirements will
initiate certain mandatory actions by regulators that, if undertaken, could have a direct material effect on
MUFG’s consolidated financial statements.
In Japan, MUFG, BTMU, and MUTB are subject to regulatory capital requirements promulgated by the
FSA in accordance with the provisions of the Banking Law and related regulations. A banking institution is
subject to the minimum capital adequacy requirements both on a consolidated basis and a stand-alone basis, and
is required to maintain the minimum capital irrespective of whether it operates independently or as a subsidiary
under the control of another company. When a bank holding company manages operations of its banking
subsidiaries, it is required to maintain the minimum capital adequacy ratio on a consolidated basis in the same
manner as its subsidiary banks. The FSA provides two sets of capital adequacy guidelines. One is a set of
guidelines applicable to Japanese banks and bank holding companies with foreign offices conducting
international operations, as defined, and the other is applicable to Japanese banks and bank holding companies
that are not engaged in international operations.
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MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Under the capital adequacy guidelines applicable to a Japanese banking institution with international
operations conducted by foreign offices, a minimum capital ratio of 8.0% is required. The capital adequacy
guidelines adopt the approach of risk-weighted capital measure based on the framework developed and proposed
by the Basel Committee on Banking Supervision of the Bank for International Settlements and involve
quantitative credit measures of the assets and certain off-balance-sheet items as calculated under Japanese
GAAP. The MUFG Group’s proprietary assets do not include trust assets under management and administration
in a capacity of agent or fiduciary and, accordingly trust account assets are generally not included in the capital
measure. However, guarantees for trust principal are counted as off-balance-sheet items requiring a capital
charge in accordance with the capital adequacy guidelines. Also, a banking institution engaged in certain
qualified trading activities, as defined, is required to calculate an additional capital charge for market risk using
either the institution’s own internal risk measurement model or a standardized process proposed and defined by
the Bank for International Settlements. Capital is classified into three tiers, referred to as Tier I, Tier II and Tier
III. Tier I generally consists of shareholders’ equity (including common stock, preferred stock, capital surplus,
minority interests and retained earnings) less any recorded goodwill. Tier II generally consists of general reserves
for credit losses up to 1.25% of risk-weighted assets, 45% of the unrealized gains on investment securities
available for sale, 45% of the land revaluation excess, the balance of perpetual subordinated debt and the balance
of subordinated term debt with an original maturity of over five years subject to some limitations, up to 50% of
Tier I capital. Preferred stocks are includable in Tier I capital unless the preferred stocks have a fixed maturity, in
which case, such preferred stocks will be components of Tier II capital. Tier III capital generally consists of
short-term subordinated debt with an original maturity of at least two years, subject to certain limitations. At least
50% of the minimum capital requirements must be maintained in the form of Tier I capital.
If a banking institution is not engaged in international operations conducted by foreign offices, it is subject
to the other set of capital adequacy requirements with a minimum capital ratio of 4.0%. Such guidelines
incorporate measures of risk under the risk-weighted approach similar to the guidelines applicable to banking
institutions with international operations. Qualifying capital is classified into Tier I and Tier II capital.
The Banking Law and related regulations require that one of three categories be assigned to banks and bank
holding companies, based on its risk-adjusted capital adequacy ratio if the bank fails to meet the minimum target
capital adequacy ratio. These categories indicate capital deterioration, which may be subject to certain prompt
corrective action by the FSA.
MUFG, BTMU and MUTB have international operations conducted by foreign offices, as defined, and are
subject to the 8.0% capital adequacy requirement. For the purpose of calculating the additional charge for market
risk, MUFG, BTMU and MUTB have adopted the internal risk measurement model approach for general market
risk calculations.
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MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The risk-adjusted capital amounts and ratios of MUFG, BTMU and MUTB presented in the following table
are based on amounts calculated in accordance with Japanese GAAP as required by the FSA:
Actual
For capital
adequacy purposes
Amount
Ratio
Amount
Ratio
(in millions, except percentages)
Consolidated:
At March 31, 2005:
Total capital (to risk-weighted assets):
MUFG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BTMU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MUTB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 6,622,635
5,520,653
1,258,291
11.76% ¥4,501,646
3,733,030
11.83
791,014
12.72
8.00%
8.00
8.00
Tier I capital (to risk-weighted assets):
MUFG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BTMU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MUTB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,286,766
3,199,568
877,181
7.62
6.86
8.87
2,250,823
1,866,515
395,507
4.00
4.00
4.00
At March 31, 2006:
Total capital (to risk-weighted assets):
MUFG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BTMU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MUTB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥13,460,397
11,921,426
1,766,970
12.20% ¥8,823,415
7,641,656
12.48
1,082,714
13.06
8.00%
8.00
8.00
Tier I capital (to risk-weighted assets):
MUFG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BTMU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MUTB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,501,681
6,735,315
1,191,301
6.80
7.05
8.80
4,411,707
3,820,828
541,357
4.00
4.00
4.00
Stand-alone:
At March 31, 2005:
Total capital (to risk-weighted assets):
BTMU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MUTB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 4,925,209
1,242,356
12.22% ¥3,224,668
783,799
12.68
8.00%
8.00
Tier I capital (to risk-weighted assets):
BTMU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MUTB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,733,885
858,439
6.78
8.76
1,612,334
391,899
4.00
4.00
At March 31, 2006:
Total capital (to risk-weighted assets):
BTMU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MUTB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥11,170,768
1,720,201
13.29% ¥6,725,417
1,087,552
12.65
8.00%
8.00
Tier I capital (to risk-weighted assets):
BTMU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MUTB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,282,137
1,142,115
7.47
8.40
3,362,708
543,776
4.00
4.00
MUS and other securities subsidiaries in Japan and overseas are also subject to regulatory capital
requirements of the countries or jurisdictions in which they operate. In Japan, the Securities and Exchange Law
and related ordinance require securities firms to maintain a minimum capital ratio of 120% calculated as a
percentage of capital accounts less certain fixed assets, as determined in accordance with Japanese GAAP,
against amounts equivalent to market, counterparty credit and operations risks. Specific guidelines are issued as a
ministerial ordinance which details the definition of essential components of the capital ratios, including capital,
deductible fixed asset items and risks, and related measures. Failure to maintain a minimum capital ratio will
F-83
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
trigger mandatory regulatory actions. A capital ratio of less than 140% will call for regulatory reporting and a
capital ratio of 100% or less may lead to a suspension of all or part of the business for a period of time and
cancellation of a license.
At March 31, 2005 and 2006, MUS’s capital accounts less certain fixed assets of ¥415,827 million and
¥680,368 million, were 406.7% and 564.1% of the total amounts equivalent to market, counterparty credit and
operations risks.
Management believes, as of March 31, 2006, that MUFG, BTMU, MUTB and other regulated securities
subsidiaries met all capital adequacy requirements to which they are subject.
United States of America
In the United States of America, UNBC and its banking subsidiary Union Bank of California, N.A.
(“UBOC”), BTMU’s largest subsidiaries operating outside Japan, are subject to various regulatory capital
requirements administered by U.S. Federal banking agencies, including minimum capital requirements. Under
the capital adequacy guidelines and the regulatory framework for prompt corrective action, UNBC and UBOC
must meet specific capital guidelines that involve quantitative measures of UNBC’s and UBOC’s assets,
liabilities, and certain off-balance-sheet items as calculated under U.S. regulatory accounting practices. UNBC’s
and UBOC’s capital amounts and UBOC’s prompt corrective action classification are also subject to qualitative
judgments by the regulators about components, risk weightings and other factors.
Quantitative measures established by regulation to ensure capital adequacy require UNBC and UBOC to
maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the
regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to quarterly average assets (as
defined).
UNBC’s and the UBOC’s actual capital amounts and ratios are presented as follows:
Actual
For capital
adequacy purposes
Amount
Ratio
Amount
Ratio
(in millions, except percentages)
UNBC:
At December 31, 2004:
Total capital (to risk-weighted assets)
. . . . . . . . . . . . . . . . . . . . . . .
Tier I capital (to risk-weighted assets) . . . . . . . . . . . . . . . . . . . . . . .
Tier I capital (to quarterly average assets) . . . . . . . . . . . . . . . . . . . .
$4,786
3,818
3,818
12.17% $3,146
1,573
9.71
1,887
8.09
At December 31, 2005:
. . . . . . . . . . . . . . . . . . . . . . .
Total capital (to risk-weighted assets)
Tier I capital (to risk-weighted assets) . . . . . . . . . . . . . . . . . . . . . . .
Tier I capital (to quarterly average assets) . . . . . . . . . . . . . . . . . . . .
$5,055
4,178
4,178
11.10% $3,643
1,822
9.17
1,992
8.39
8.00%
4.00
4.00
8.00%
4.00
4.00
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MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Actual
For capital
adequacy
purposes
Ratios OCC
requires to be
“well capitalized”
Amount
Ratio
Amount Ratio
Amount
Ratio
(in millions, except percentages)
UBOC:
At December 31, 2004:
Total capital (to risk-weighted assets) . . . . . . . . .
Tier I capital (to risk-weighted assets) . . . . . . . . .
Tier I capital (to quarterly average assets) . . . . . .
$4,091
3,598
3,598
10.57% $3,097
1,548
9.29
1,864
7.72
8.00% $3,871
2,323
4.00
2,329
4.00
10.00%
6.00
5.00
At December 31, 2005:
Total capital (to risk-weighted assets) . . . . . . . . .
Tier I capital (to risk-weighted assets) . . . . . . . . .
Tier I capital (to quarterly average assets) . . . . . .
$4,749
4,315
4,315
10.59% $3,588
1,794
9.62
1,965
8.78
8.00% $4,485
2,691
4.00
2,456
4.00
10.00%
6.00
5.00
Management believes, as of December 31, 2005, that UNBC and UBOC met all capital adequacy
requirements to which they are subject.
As of December 31, 2004 and 2005, the most recent notification from the U.S. Office of the Comptroller of
the Currency (“OCC”) categorized UBOC as “well capitalized” under the regulatory framework for prompt
corrective action. To be categorized as “well capitalized,” UBOC must maintain minimum total risk-based, Tier I
risk-based, and Tier I leverage ratios as set forth in the table. There are no conditions or events since that
notification that management believes have changed UBOC’s category.
Introduction of Basel II Framework
The Basel Committee on Banking Supervision of the Bank for International Settlements sets BIS guidelines
that prescribe capital adequacy standards for all internationally active banks.
In June 2004, “International Convergence of Capital Measurement and Capital Standards: A Revised
Framework” called Basel II was released. Basel II has three core elements, or pillars, requiring (1) minimum
regulatory capital; (2) the self-regulation of financial institutions based on supervisory review; and (3) market
discipline through the disclosure of information. Basel II is based on the belief that these three pillars will
collectively ensure the stability and soundness of financial systems, and also reflects the nature of risks at each
bank more closely. These amendments do not change the minimum capital requirements applicable to
internationally active banks.
Basel II will be applied to Japanese banks, including MUFG, BTMU and MUTB, beginning in April 2007.
The MUFG Group is currently preparing for the implementation of Basel II by April 2007.
F-85
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
24. EARNINGS PER COMMON SHARE
Reconciliations of net income and weighted average number of common shares outstanding used for the
computation of basic earnings per common share to the adjusted amounts for the computation of diluted earnings
per common share for the fiscal years ended March 31, 2004, 2005 and 2006 are as follows:
2004
2005
2006
(in millions)
Income (Numerator):
Income from continuing operations before cumulative effect of a change in
accounting principle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations—net . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cumulative effect of a change in accounting principle, net of tax . . . . . . . . . .
¥821,056
1,946
—
¥414,639
1,493
(977)
¥ 364,200
8,973
(9,662)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income allocable to preferred shareholders:
823,002
415,155
363,511
Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Beneficial conversion feature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7,981)
—
(6,837)
(5,386)
— (201,283)
Income available to common shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . .
815,021
408,318
156,842
Effect of dilutive instruments:
Convertible preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Convertible debt—MUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock options—MUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock options—UNBC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . .
Convertible preferred stock—UFJ NICOS Co., Ltd.
1,265
(939)
(8)
(554)
—
121
(418)
(5)
(894)
—
—
(981)
(8)
(1,081)
(869)
Income available to common shareholders and assumed conversions . . . . . . .
¥814,785
¥407,122
¥ 153,903
Shares (Denominator):
Weighted average common shares outstanding . . . . . . . . . . . . . . . . . . . . . . . .
Effect of dilutive instruments:
Convertible preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average common shares for diluted computation . . . . . . . . . . . . . . .
2004
2005
2006
(thousands of shares)
6,350
6,510
8,121
167
6,517
6
6,516
—
8,121
F-86
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Amounts per share:
Basic earnings per common share:
2004
2005
(in yen)
2006
Income from continuing operations available to common
shareholders before cumulative effect of a change in
accounting principle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥128,044.42
¥62,637.96
¥19,398.62
Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . .
306.46
229.32
1,104.95
Income available to common shareholders before cumulative
effect of a change in accounting principle . . . . . . . . . . . . . . . . .
Cumulative effect of a change in accounting principle . . . . . . . . . .
128,350.88
—
62,867.28
(150.07)
20,503.57
(1,189.79)
Net income available to common shareholders . . . . . . . . . . . . . . .
¥128,350.88
¥62,717.21
¥19,313.78
Diluted earnings per common share:
Income from continuing operations available to common
shareholders before cumulative effect of a change in
accounting principle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . .
Income available to common shareholders before cumulative
¥124,735.34
298.62
¥62,397.57
229.12
¥19,036.71
1,104.95
effect of a change in accounting principle . . . . . . . . . . . . . . . . .
. . . . . . . . .
Cumulative effect of a change in accounting principle.
125,033.96
—
62,626.69
(149.93)
20,141.66
(1,189.79)
Net income available to common shareholders . . . . . . . . . . . . . . .
¥125,033.96
¥62,476.76
¥18,951.87
For the fiscal year ended March 31, 2004, Class 2 Preferred Stock, convertible securities and stock options
issued by the subsidiaries that could potentially dilute earnings per common share in the future were included in
the computation of diluted earnings per common share. The convertible securities were 1 1⁄4% Convertible Bonds
due 2013 and 1⁄4% Convertible Bonds due 2014 issued by MUS. The stock options were based on the stock-
based compensation plans of MUS and UNBC. Certain stock options issued by MUS and UNBC were not
included in the computation of diluted earnings per common share due to their antidilutive effects.
For the fiscal year ended March 31, 2005, Class 2 Preferred Stock, 1⁄4% Convertible Bonds due 2014 issued
by MUS and stock options issued by MUS and UNBC that could potentially dilute earnings per common share in
the future were included in the computation of diluted earnings per common share. Certain stock options issued
by MUS and UNBC were not included in the computation of diluted earnings per common share due to their
antidilutive effects.
For the fiscal year ended March 31, 2006, Class 11 Preferred Stock, convertible preferred stock issued by
UFJ NICOS Co., Ltd., 1⁄4% Convertible Bonds due 2014 issued by MUS and stock options issued by MUS and
UNBC that could potentially dilute earnings per common share in the future were included in the computation of
diluted earnings per common share. Class 8, Class 9, Class 10, and Class 12 Preferred Stocks, convertible
preferred stock issued by The Senshu Bank, Ltd., and certain stock options issued by MUS and UNBC could
potentially dilute earnings per common share but were not included in the computation of diluted earnings per
common share due to their antidilutive effects.
In computing the number of the potentially dilutive common shares for the fiscal year ended March 31, 2004,
Class 2 Preferred Stock has been based on the conversion price at March 31, 2004 (i.e., ¥696,898.5). For the fiscal
year ended March 31, 2005, Class 2 Preferred Stock has been based on the conversion price at the date of
conversion of the Class 2 Preferred Stock into common stock (i.e., ¥971,415.0). For the fiscal year ended March 31,
2006, Class 11 Preferred Stock has been based on the conversion price at March 31, 2006 (i.e., ¥918,700.0).
F-87
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
25. DERIVATIVE FINANCIAL INSTRUMENTS
The MUFG Group uses various derivative financial instruments both for trading purposes and for purposes
other than trading (primarily risk management purposes) in the normal course of business to meet the financial
needs of its customers, as a source of revenue and to manage its exposures to a variety of risks. The MUFG
Group is a party to derivatives, including swaps, forwards, options and other types of derivatives, dealing
primarily with market risk associated with interest rate, foreign currency, equity and commodity prices, and
credit risk associated with counterparty’s nonperformance of transactions.
Market risk is the possibility that future changes in market indices make the financial instruments less
valuable. Credit risk is the possibility that a loss may result from a counterparty’s failure to perform according to
the terms and conditions of the contract, which may exceed the value of underlying collateral. To reduce credit
risk, the MUFG Group may require collateral or guaranties based on a case-by-case assessment of
creditworthiness of each customer and evaluation of the instrument. The MUFG Group also uses master netting
agreements in order to mitigate overall counterparty credit risk.
Trading Activities
The MUFG Group’s trading activities include dealing and other activities measured at fair value with gains
and losses recognized currently in earnings. As part of its trading activities, the MUFG Group offers a variety of
derivative financial instruments and debt instruments for managing interest rate and foreign exchange risk to its
domestic and foreign corporate and financial institution customers. The MUFG Group also enters into other types
of derivative transactions, including equity and credit-related contracts, for its own account.
Risk Management Activities
As part of its risk management activities, the MUFG Group uses certain derivative financial instruments to
manage its interest rate and currency exposures. The MUFG Group maintains an overall interest rate risk
management strategy that incorporates the use of interest rate contracts to minimize significant unplanned
fluctuations in earnings that are caused by interest rate volatility. The MUFG Group’s goal is to manage interest
rate sensitivity so that movements in interest rates do not adversely affect net interest income. As a result of
interest rate fluctuations, hedged fixed-rate assets and liabilities appreciate or depreciate in market value. Gains
or losses on the derivative instruments that are linked to the hedged fixed-rate assets and liabilities are expected
to substantially offset this unrealized appreciation or depreciation. Interest income and interest expense on
hedged variable-rate assets and liabilities, respectively, increase or decrease as a result of interest rate
fluctuations. Gains and losses on the derivative instruments that are linked to these hedged assets and liabilities
are expected to substantially offset this variability in earnings.
The MUFG Group enters into interest rate swaps and other contracts as part of its interest rate risk
management strategy primarily to alter the interest rate sensitivity of its loans, investment securities and deposit
liabilities. The MUFG Group’s principal objectives in risk management include asset and liability management.
Asset and liability management is viewed as one of the methods for the MUFG Group to manage its interest rate
exposures on interest-bearing assets and liabilities. Interest rate contracts, which are generally non-leveraged
generic interest rate and basis swaps, options and futures, allow the MUFG Group to effectively manage its
interest rate risk position. Option contracts primarily consist of caps, floors, swaptions and options on index
futures. Futures contracts used for asset and liability management activities are primarily index futures providing
for cash payments based upon the movement of an underlying rate index. The MUFG Group enters into forward
exchange contracts, currency swaps and other contracts in response to currency exposures resulting from
on-balance-sheet assets and liabilities denominated in foreign currencies in order to limit the net foreign
exchange position by currency to an appropriate level.
F-88
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The risk management activities reduce the MUFG Group’s risk exposures economically, however,
derivatives used for risk management activities often fail to meet certain conditions to qualify for hedge
accounting and the MUFG Group accounts for such derivatives as trading positions.
For the fiscal years ended March 31, 2005 and 2006, except for derivative transactions conducted by certain
foreign subsidiaries, the MUFG Group accounted for derivatives held for risk management purposes as trading
positions and measured them at fair value.
Embedded Derivatives
Features embedded in other non-derivative hybrid contracts are separated from the host contracts and
measured at fair value when they are not clearly and closely related to the host contracts and meet the definition
of a derivative. The change in the fair value of such an embedded derivative is recognized currently in earnings,
unless it qualifies as a hedge. The fair value of the embedded derivative is presented in the consolidated balance
sheets. The MUFG Group accounts for credit-linked notes as host contracts with embedded derivatives and
measures the entire contracts at fair value.
UNBC
Derivative positions are integral components of UNBC’s designated asset and liability management
activities. UNBC uses interest rate derivatives to manage the sensitivity of UNBC’s net interest income to
changes in interest rates. These instruments are used to manage interest rate risk relating to specified groups of
assets and liabilities, primarily LIBOR-based commercial loans, certificates of deposit, medium-term notes and
subordinated debt.
Cash Flow Hedges
Hedging Strategies for Variable Rate Loans and Certificates of Deposit
UNBC engages in several types of cash flow hedging strategies for which the hedged transactions are
forecasted future loan interest payments, and the hedged risk is the variability in those payments due to changes
in the designated benchmark rate, e.g., U.S. dollar LIBOR. In these strategies, the hedging instruments are
matched with groups of variable rate loans such that the tenor of the variable rate loans and that of the hedging
instrument are identical. Cash flow hedging strategies include the utilization of purchased floor, cap, corridor
options and interest rate swaps. At December 31, 2005, the weighted average remaining life of the currently
active (excluding any forward positions) cash flow hedges was approximately 1.4 years.
UNBC uses purchased interest rate floors to hedge the variable cash flows associated with 1-month LIBOR
or 3-month LIBOR indexed loans. Payments received under the floor contract offset the decline in loan interest
income caused by the relevant LIBOR index falling below the floor’s strike rate.
UNBC uses interest rate floor corridors to hedge the variable cash flows associated with 1-month LIBOR or
3-month LIBOR indexed loans. Net payments to be received under the floor corridor contracts offset the decline
in loan interest income caused by the relevant LIBOR index falling below the corridor’s upper strike rate, but
only to the extent the index falls to the lower strike rate. The corridor will not provide protection from declines in
the relevant LIBOR index to the extent it falls below the corridor’s lower strike rate.
UNBC uses interest rate collars to hedge the variable cash flows associated with 1-month LIBOR or
3-month LIBOR indexed loans. Net payments to be received under the collar contract offset the decline in loan
F-89
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
interest income caused by the relevant LIBOR index falling below the collar’s floor strike rate while net
payments to be paid will reduce the increase in loan interest income caused by the LIBOR index rising above the
collar’s cap strike rate.
UNBC uses interest rate swaps to hedge the variable cash flows associated with 1-month LIBOR or 3-month
LIBOR indexed loans. Payments to be received (or paid) under the swap contract will offset the fluctuations in
loan interest income caused by changes in the relevant LIBOR index. As such, these instruments hedge all
fluctuations in the loans’ interest income caused by changes in the relevant LIBOR index.
UNBC uses purchased interest rate caps to hedge the variable interest cash flows associated with the
forecasted issuance and rollover of short-term, fixed rate, time deposits (“TD”). In these hedging relationships,
UNBC hedges the LIBOR component of the TD rates, which is either 3-month LIBOR or 6-month LIBOR, based
on the TDs’ original term to maturity, which reflects their repricing frequency. Net payments to be received
under the cap contract offset the increase in interest expense caused by the relevant LIBOR index rising above
the cap’s strike rate.
UNBC uses interest rate cap corridors to hedge the variable cash flows associated with the forecasted
issuance and rollover of short-term, fixed rate, TDs. In these hedging relationships, UNBC hedges the LIBOR
component of the TD rates, either 1-month LIBOR, 3-month LIBOR, or 6-month LIBOR, based on the original
term to maturity of the TDs, which reflects their repricing frequency. Net payments to be received under the cap
corridor contract offset the increase in deposit interest expense caused by the relevant LIBOR index rising above
the corridor’s lower strike rate, but only to the extent the index rises to the upper strike rate. The corridor will not
provide protection from increases in the relevant LIBOR index to the extent it rises above the corridor’s upper
strike rate.
Hedging transactions are structured at inception so that the notional amounts of the hedge are matched with
an equal principal amount of loans or TDs, the index and repricing frequencies of the hedge matches those of the
loans or TDs, and the period in which the designated hedged cash flows occurs is equal to the term of the hedge.
As such, most of the ineffectiveness in the hedging relationship results from the mismatch between the timing of
reset dates on the hedge versus those of the loans or TDs. For the years ended December 31, 2003, 2004 and
2005, UNBC recognized a net gain of ¥104 million, a net loss of ¥195 million, and a net loss of ¥11 million,
respectively due to ineffectiveness. All ineffectivness is recognized in Other non-interest expense.
For cash flow hedges, based upon amounts included in accumulated other changes in equity from nonowner
sources at March 31, 2006, the MUFG Group expects to realize approximately ¥4 billion in net interest income
for the fiscal year ending March 31 2007. This amount could differ from amounts actually realized due to
changes in interest rates and the addition of other hedges subsequent to March 31, 2006.
Fair Value Hedges
Hedging Strategy for “Marketpath” Certificates of Deposit
UNBC engages in a hedging strategy in which interest bearing CDs issued to customers, which are tied to
the changes in the Standard and Poor’s 500 index, are exchanged for a fixed rate of interest. UNBC accounts for
the embedded derivative in the CDs at fair value. A total return swap that encompasses the value of a series of
options that had individually hedged each CD is valued at fair value and any ineffectiveness resulting from the
hedge and the hedged item are recognized in Other non-interest expense.
F-90
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Hedging Strategy for Medium-Term Notes
UNBC engages in an interest rate hedging strategy in which an interest rate swap is associated with a
specified interest bearing liability, UNBC’s five-year, medium-term debt issuance, in order to convert the
liability from a fixed rate to a floating rate instrument. This strategy mitigates the changes in fair value of the
hedged liability caused by changes in the designated benchmark interest rate, U.S. dollar LIBOR.
The fair value hedging transaction for the medium-term notes was structured at inception to mirror all of the
provisions of the medium-term notes, which allows UNBC to assume that no ineffectiveness exists.
Hedging Strategy for Subordinated Debt
UNBC engages in an interest rate hedging strategy in which an interest rate swap is associated with a
specified interest bearing liability, UNBC’s ten-year, subordinated debt issuance, in order to convert the liability
from a fixed rate to a floating rate instrument. This strategy mitigates the changes in fair value of the hedged
liability caused by changes in the designated benchmark interest rate, U.S. dollar LIBOR.
The fair value hedging transaction for the subordinated debt was structured at inception to mirror all of the
provisions of the subordinated debt, which allows UNBC to assume that no ineffectiveness exists.
Other
UNBC uses To-Be-Announced (“TBA”) contracts to fix the price and yield of anticipated purchases or sales
of mortgage-backed securities that will be delivered at an agreed upon date. This strategy hedges the risk of
variability in the cash flows to be paid or received upon settlement of the TBA contract.
26. OBLIGATIONS UNDER GUARANTEES AND OTHER OFF-BALANCE-SHEET INSTRUMENTS
Obligations under Guarantees
The MUFG Group provides customers with a variety of guarantees and similar arrangements, including
standby letters of credit, financial and performance guarantees, credit protections, liquidity facilities, other
off-balance-sheet credit-related supports and similar instruments, in order to meet the customers’ financial and
business needs. The table below summarizes the contractual or notional amounts with regard to obligations under
guarantees and similar arrangements at March 31, 2005 and 2006. The contractual or notional amounts of these
instruments represent the maximum potential amounts of future payments without consideration of possible
recoveries under recourse provisions or from collateral held or pledged.
For certain types of derivatives, such as written interest rate options and written currency options, the
maximum potential future payments are unlimited. Accordingly, it is impracticable to estimate the maximum
potential amount of future payments. As such, the notional amounts of the related contracts, other than the
maximum potential payments, are included in the table.
The MUFG Group mitigates credit risk exposure resulting from guarantees by utilizing various techniques,
including collateralization in the form of cash, securities, and real properties based on management’s credit
assessment of the guaranteed parties and the related credit profile. In order to manage the credit risk exposure,
the MUFG Group also enters into sub-participation contracts with third parties who will fund a portion of the
credit facility and bear its share of the loss to be incurred in the event that the borrower fails to fulfill its
obligations. The following table includes unfunded commitments of ¥130.1 billion and ¥166.9 billion,
F-91
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
respectively, at March 31, 2005 and 2006, which are participated out to third parties. The contractual or notional
amounts summarized in the following table may not necessarily bear any direct relationship to the future actual
credit exposure, primarily because of those risk management techniques.
At March 31, 2005
Maximum
potential/
Contractual
or Notional
amount
Amount by expiration period
Less than
1 year
1-2
years
2-3
years
3-5
years
Over
5 years
Standby letters of credit and financial guarantees . .
Performance guarantees . . . . . . . . . . . . . . . . . . . . . .
Derivative instruments . . . . . . . . . . . . . . . . . . . . . . .
Guarantees for the repayment of trust principal . . . .
Liabilities of trust accounts . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 2,641
1,374
16,728
1,790
3,241
512
¥ 1,284
780
10,165
228
2,915
512
(in billions)
¥ 126
214
2,260
1,022
15
—
¥ 102
116
1,838
286
13
—
¥ 248
186
1,551
246
19
—
¥ 881
78
914
8
279
—
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥26,286
¥15,884
¥3,637
¥2,355
¥2,250
¥2,160
At March 31, 2006
Maximum
potential/
Contractual
or Notional
amount
Amount by expiration period
Less than
1 year
1-2
years
2-3
years
3-5
years
Over
5 years
Standby letters of credit and financial guarantees . .
Performance guarantees . . . . . . . . . . . . . . . . . . . . . .
Derivative instruments . . . . . . . . . . . . . . . . . . . . . . .
Guarantees for the repayment of trust principal . . . .
Liabilities of trust accounts . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 5,706
1,900
29,645
2,456
4,286
243
¥ 2,346
1,238
15,034
333
3,478
232
(in billions)
¥ 417
243
4,101
1,233
26
—
¥ 403
175
2,818
651
28
—
¥ 710
192
4,318
222
82
—
¥1,830
52
3,374
17
672
11
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥44,236
¥22,661
¥6,020
¥4,075
¥5,524
¥5,956
Nature of guarantee contracts
Standby letters of credit and financial guarantees generally include an obligation of an issuer or a designated
third party to guarantee the performance of the customer to the beneficiary under the terms of contracts such as
lending contracts and other similar financial transactions. The MUFG Group is required to make payments to the
guaranteed parties in the events that the customers fail to fulfill the obligations under the contracts. The
guarantees whose contractual maturities are over 5 years are mainly comprised of guarantees of housing loans.
Performance guarantees are the contracts that contingently require the MUFG Group to make payments to
the guaranteed party based on another party’s failure to perform under an obligating agreement, except financial
obligation. For example, performance guarantees include guarantees of completion of construction projects.
Derivative instruments that are deemed to be included within the definition of guarantees as prescribed in FIN
No. 45 include certain written options and credit default swaps. In order for the MUFG Group to determine if those
derivative instruments meet the definition of guarantees as prescribed in FIN No. 45, the MUFG Group has to track
whether the counterparties are actually exposed to the losses that will result from the adverse change in the
underlyings. Accordingly, the MUFG Group has disclosed information on all credit default swaps and certain
written options for which there is a possibility of meeting the definition of guarantees as prescribed in FIN No. 45,
regardless of whether the counterparties have assets or liabilities related to the underlyings of the derivatives.
F-92
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Guarantees for the repayment of trust principal include guarantees which the MUFG Group provides for the
repayment of principal of certain types of trust products, including certain jointly operated designated money in
trusts and loan trusts. The MUFG Group manages and administers trust assets in a capacity of agent or fiduciary
on behalf of its customers and trust assets are segregated from the assets of the MUFG Group, which keeps
separate records for the trust activities. The MUFG Group, in principle, does not assume any risks associated
with the trust assets under management, however, as permitted by applicable laws, the MUFG Group provides
guarantees for the repayment of principal of such trust products. At March 31, 2005 and 2006, the contract
amounts of such guarantees for repayment of trust principal were ¥1,790 billion and ¥2,456 billion, respectively.
The accounting methods used for the segregated records of trust activities are different from financial accounting
principles and practices. However, the MUFG Group follows an approach similar to those used for its own assets
to identify an impairment of an asset included in the trusts with guaranteed principal, with inherent variations
peculiar to trust accounting. Amounts of loans deemed to be impaired are written off directly and are charged to
the trust account profits earned during the trust accounting period. Write-downs of securities are also directly
charged to the trust account profits. The amounts of trust assets written-off in the segregated records were ¥3,313
million and ¥398 million, respectively, for the fiscal years ended March 31, 2005 and 2006. These amounts of
write-offs were reflected in the segregated records as deductions before net profits earned by trust accounts for
the accounting period. In addition, part of trust account profits are set aside as a reserve to absorb losses in the
trust asset portfolios in the segregated records in accordance with relevant legislation concerning the trust
business and/or trust agreements. Statutory reserves for loan trusts are established at a rate of 4.0% of the trust
fees up to the amounts of 0.5% of the trust principal in accordance with the legislation. Reserves for jointly
operated designated money in trusts are established at a rate of 0.3% of the balance of loans and other assets in
the trust account assets in accordance with the related trust agreement. The amounts of such reserves set aside in
the segregated records were ¥5,389 million and ¥6,423 million, respectively, at March 31, 2005 and 2006. The
MUFG Group is required to provide an allowance for off-balance-sheet instruments on such guarantees in the
financial statements only when aggregate losses on trust assets are judged to exceed the reserve and the profit
earned by the trust account, and the principal is deemed to be impaired. Management believes that the MUFG
Group will not incur any losses on the guarantees.
Liabilities of trust accounts represent the trustee’s potential responsibility for temporary payments to
creditors of liabilities of trust accounts making use of funds of the MUFG Group, except for the certain trust
agreements that have provisions limiting the MUFG Group’s responsibility as a trustee to the trust account
assets. A trust may incur external liabilities to finance its activities and obtain certain services during the terms of
the trust arrangement. While, in principle, any liabilities of a trust are payable by the trust account and its
beneficiaries, a trustee’s responsibility may be interpreted to encompass temporary payments for the trust
account liabilities when the trust account has insufficient liquidity available for such liabilities. At March 31,
2005 and 2006, there were liabilities of ¥3,241 billion and ¥4,286 billion, respectively, in the segregated records
of trust accounts including the amounts related to liabilities with provisions limiting trustee responsibility.
Liabilities of trust accounts principally included obligations to return collateral under security lending
transactions. The MUFG Group has experienced no significant losses on such responsibilities and its exposure to
the risk associated with the temporary payments is judged to be remote because trust account liabilities are
covered by the corresponding trust account assets generally; the MUFG Group continuously monitors the
liabilities of trust accounts and assesses the trust account’s ability to perform its obligations to prevent any
unfavorable outcomes; and the MUFG Group claims its recourse for its temporary payments against the trust
account assets and the beneficiaries.
Other includes contingent consideration agreements and security lending indemnifications. Contingent
consideration agreements provide guarantees on additional payments to acquired insurance agencies’
shareholders based on the agencies’ future performance in excess of established revenue and/or earnings before
interest, taxes, depreciation and amortization thresholds. Security lending indemnifications are the
F-93
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
indemnifications for institutional customers of securities lending transactions against counterparty default. All
lending transactions are collateralized, primarily by cash.
Carrying amount
At March 31, 2005 and 2006, the carrying amounts of the liabilities related to guarantees and similar
instruments set forth above were ¥221,523 million and ¥657,573 million, respectively, which are included in
Other liabilities and Trading account liabilities. In addition, Other liabilities also include an allowance for
off-balance-sheet instruments of ¥48,310 million and ¥73,148 million, respectively, related to these transactions.
Other Off-balance-sheet Instruments
In addition to obligations under guarantees set forth above, the MUFG Group issues other off-balance-sheet
instruments for purposes other than trading. Such off-balance-sheet instruments consist of lending-related
commitments, including commitments to extend credit and commercial letters of credit that the MUFG Group
provides to meet the financing needs of its customers. Once the MUFG Group issues these financial instruments,
the MUFG Group is required to extend credit to or make certain payments to the customers or beneficiaries
specified pursuant to the underlying contracts unless otherwise provided in the contracts. Since many of these
commitments expire without being drawn upon, the total commitment amounts do not necessarily represent
future cash requirements. At March 31, 2006, approximately 78% of these commitments will expire within one
year, 19% from one year to five years and 3% after five years. The table below summarizes the contractual
amounts with regard to these commitments at March 31, 2005 and 2006:
2005
2006
(in billions)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments to extend credit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial letters of credit
Commitments to make investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥27,813
458
27
¥58,363
819
29
Commitments to extend credit, which generally have fixed expiration dates or other termination clauses, are
legally binding agreements to lend to customers. Commitments are different from guarantees in that the
commitments are generally revocable or have provisions that enable the MUFG Group to avoid payments in the
event of violations of any conditions of the contracts and certain deterioration of the potential borrowers’
financial condition. Commitments to extend credit may expire without being drawn upon. Therefore, the total
commitment amounts do not necessarily represent future cash requirements.
Commercial letters of credit, used for facilitating trade transactions, are generally secured by underlying
goods. The MUFG Group continually monitors the type and amount of collateral and other security, and requires
counterparties to provide additional collateral or guarantors as necessary.
Commitments to make investments are legally binding contracts to make additional contributions to
corporate recovery or private equity investment funds in accordance with limited partnership agreements. Some
of these funds, in which the MUFG Group has significant variable interests, are described in Note 27.
Concentration of Credit Risk
Although the MUFG Group’s portfolio of financial instruments, including on-balance-sheet instruments, is
widely diversified along industry and geographic lines, a significant portion of the transactions with off-balance-
sheet risk are entered into with other financial institutions.
F-94
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
27. VARIABLE INTEREST ENTITIES
A variable interest entity (“VIE”) is defined as an entity with one or more of the following characteristics:
(1) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional
subordinated financial support from other parties, (2) the equity investors lack significant decision making ability
or do not absorb the expected losses or receive the expected residual returns or (3) the equity interests have
voting rights that are not proportionate to their economic interests, and the activities of the entity involve or are
conducted on behalf of an investor with a disproportionately small voting interest. Variable interests in a variable
interest entity are contractual, ownership, or other pecuniary interests in an entity that change with changes in the
fair value of the entity’s net assets exclusive of variable interests. An enterprise is required to consolidate a
variable interest entity if that enterprise has variable interest that will absorb a majority of the entity’s expected
losses, receive a majority of the entity’s expected returns, or both. An enterprise that consolidates a VIE is
referred to as the primary beneficiary.
In the normal course of its business, the MUFG Group has financial interests in various entities which may
be deemed to be variable interest entities such as asset-backed commercial paper conduits, securitization conduits
of client properties, various investment funds and special purpose entities created for structured financing.
The MUFG Group adopted FIN No. 46R on April 1, 2004, except for certain investment companies, for
which the effective date of FIN No. 46R is deferred. As a result, the MUFG Group has consolidated all VIEs in
which it is deemed to be the primary beneficiary including those created before February 1, 2003. The adoption
of FIN No. 46R resulted in a cumulative-effect adjustment reducing net income by ¥977 million for the fiscal
year ended March 31, 2005. See Note 1—Accounting Changes for more information.
The following table presents, by type of VIE, the total assets of consolidated and non-consolidated VIEs and
the maximum exposure to non-consolidated VIEs at March 31, 2005 and 2006:
Consolidated VIEs
2005
2006
(in millions)
Asset-backed commercial paper conduits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Securitization conduits of client properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Special purpose entities created for structured financing . . . . . . . . . . . . . . . . . . . . . . . .
Repackaged instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥3,300,661
—
1,013,323
18,758
153,575
180,863
¥4,922,025
3,251
1,556,908
20,079
190,408
524,508
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥4,667,180
¥7,217,179
Non-Consolidated VIEs
Asset-backed commercial paper conduits . . . . . . . . . . .
Securitization conduits of client properties . . . . . . . . . .
Investment funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Special purpose entities created for structured
financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repackaged instruments . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2005
2006
Assets
Maximum
exposure
Assets
Maximum
exposure
(in millions)
¥
¥
¥
381,418
1,574,760
30,152,347
56,470
618,788
869,320
5,879,982
2,539,689
61,263,030
¥ 536,325
822,556
1,766,131
16,419,757
34,851,630
6,156,283
1,134,358
883,166
849,062
22,692,746
120,316,571
5,419,392
1,695,641
1,645,600
881,331
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥89,536,195
¥4,411,164
¥218,111,410
¥7,347,584
F-95
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table presents the carrying amount of consolidated assets that corresponds to VIE obligations
at March 31, 2005 and 2006:
2005
2006
(in millions)
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 138,910
622,834
345,931
3,178,608
380,897
¥ 177,011
1,290,404
293,055
5,060,478
396,231
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥4,667,180
¥7,217,179
In addition, certain transfers of financial assets that did not qualify for sale accounting were made to
variable interest entities. The transferred assets, primarily consisting of performing loans, continued to be carried
as assets of the MUFG Group. Such assets amounted to ¥ 570,103 million and ¥ 2,798,538 million at March 31,
2005 and 2006, respectively.
A portion of the assets of consolidated VIEs presented in the table above were derived from transactions
between consolidated VIEs and the MUFG Group, the primary beneficiary, and were eliminated as intercompany
transactions. The eliminated amounts were ¥70,199 million of Cash and ¥2,031 million of other assets at
March 31, 2005, and ¥127,999 million of Cash, ¥2,225 million of Trading account assets, ¥2,900 million of
Investment securities, ¥199,979 million of Loans and ¥8,488 million of other assets at March 31, 2006.
In general, the creditors or beneficial interest holders of consolidated VIEs have recourse only to the assets
of those VIEs and do not have recourse to other assets of the MUFG Group, except where the MUFG Group
provides credit support as in the case of certain asset-backed commercial paper conduits.
Asset-backed Commercial Paper Conduits
The MUFG Group administers several multi-seller finance entities (primarily commercial paper conduits)
that purchase financial assets, primarily pools of receivables, from third-party customers. The assets purchased
by these conduits are generally funded by issuing commercial paper to and/or by borrowings from the MUFG
Group or third parties. While customers basically continue to service the transferred trade receivables, the MUFG
Group underwrites, distributes, makes a market in commercial paper issued by the conduits, and also provides
liquidity and credit support facilities to the entities.
In accordance with the consolidation requirements of FIN No. 46, the MUFG Group consolidated certain of
these multi-seller finance entities for the fiscal year ended March 31, 2004. The MUFG Group has subsequently
consolidated other multi-seller finance entities, where the MUFG Group is deemed to be the primary beneficiary,
including those created before February 1, 2003.
As a result of the consolidation of these entities on March 31, 2005, the MUFG Group’s consolidated total
assets, loans and commercial paper issued increased by ¥1,262,834 million, ¥2,424,527 million and ¥1,210,483
million, respectively, while the contractual or notional amounts of liquidity facilities and other off-balance-sheet
credit related support were decreased by ¥1,222,838 million primarily as a result of elimination of the
transactions within the MUFG Group.
The assets of certain consolidated asset-backed commercial paper conduits include variable interests in the
VIEs of which the consolidated asset-backed commercial paper conduits are not the primary beneficiaries. These
F-96
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
variable interests were ¥973,471 million and ¥1,389,839 million and the total assets of these non-consolidated
VIEs were ¥3,998,372 million and ¥13,065,251 million at March 31, 2005 and 2006, respectively.
Securitization Conduits of Client Properties
The MUFG Group administers several conduits that acquire client assets, such as real estate, from third-
party customers (“property sellers”) with the property sellers continuing to use the acquired real estate through
lease-back agreements. The equity of the conduits is provided by the property sellers but such equity holders
have no ability to make decisions about the activities of the conduits. Thus, the MUFG Group considers those
conduits to be VIEs. The assets acquired by these conduits are generally funded by borrowings from the MUFG
Group or third parties. The MUFG Group determined that it is not the primary beneficiary of any of these
conduits.
Investment Funds
The MUFG Group holds investments in various investment funds that collectively invest in equity and debt
securities including listed Japanese securities and investment grade bonds, and, to a limited extent, securities and
other interests issued by companies in a start-up or restructuring stage. Such investment funds are managed by
investment advisory companies or fund management companies that make investment decisions and administer
the funds.
The MUFG Group not only manages the composition of investment trust funds but also plays a major role
in composing venture capital funds. The MUFG Group generally does not have significant variable interests
through composing these type of funds.
Special Purpose Entities Created for Structured Financing
The MUFG Group extends non-recourse asset-backed loans to special purpose entities, which hold
beneficial interests in real properties, to provide financing for special purpose projects including real estate
development and natural resource development managed by third parties.
The MUFG Group generally acts as a member of a lending group and does not have any equity investment
in the entities, which is typically provided by project owners. For most of these financings, the equity provided
by the project owners is of sufficient level to absorb expected losses, while expected returns to the owners are
arranged to be the most significant among all returns. Accordingly, the MUFG Group determined that the MUFG
Group is not the primary beneficiary of most of these entities. However, in transactions with entities whose
investments at risk are exceptionally thin where the MUFG Group provides most of the financing, the MUFG
Group is ultimately required to consolidate this type of entity.
Repackaged Instruments
The MUFG Group has two types of relationships with special purpose entities that repackage financial
instruments to create new financial instruments.
The MUFG Group provides repackaged instruments with features that meet customers’ needs and
preferences through special purpose entities. The MUFG Group purchases financial instruments such as bonds
and transfers them to special purpose entities which then issue new instruments. The special purpose entities may
enter into derivative transactions including interest rate and currency swaps with the MUFG Group or other
financial institutions to modify the cash flows of the underlying financial instruments. The MUFG Group
underwrites and markets the new instruments issued by the special purpose entities to its customers.
F-97
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The MUFG Group also invests in repackaged instruments arranged and issued by third parties.
Financing Vehicle
UNBC deconsolidated UNBC Finance Trust I upon adoption of FIN No. 46 in UNBC’s fiscal year ended
December 31, 2003. Following the revisions introduced in FIN No. 46R, the MUFG Group deconsolidated three
financing vehicles, BTMU (Curacao) Holdings N.V., BTM Finance (Curacao) N.V. and MTBC Finance (Aruba)
A.E.C. since the three finance vehicles are conduits, deconsolidation did not have a material impact on the
MUFG Group’s results of operations or financial condition.
The MUFG Group has established several wholly owned funding vehicles to enhance the flexibility of its
capital management. Management has determined that the MUFG Group does not have significant variable
interests in these conduits which would require disclosure or consolidation.
Trust Arrangements
The MUFG Group offers a variety of asset management and administration services under trust
arrangements including securities investment trusts, pension trusts and trusts used as securitization vehicles.
Although in limited cases the MUFG Group may assume risks through guarantees or certain protections as
provided in the agreements or relevant legislation, the MUFG Group has determined that it will not absorb a
majority of expected losses in connection with such trust arrangements. In a typical trust arrangement, however,
the MUFG Group manages and administers assets on behalf of the customers in an agency, fiduciary and trust
capacity and does not assume risks associated with the entrusted assets. Customers receive and absorb expected
returns and losses on the performance and operations of trust assets under management of the MUFG Group.
Accordingly, the MUFG Group determined that it is generally not a primary beneficiary to any trust
arrangements under management as its interests in the trust arrangements are insignificant in most cases.
Other Type of VIEs
The MUFG Group is also a party to other types of VIEs including special purpose entities created to hold
assets on behalf of the MUFG Group as an intermediary.
The MUFG Group identified borrowers that were determined to be VIEs due to an insufficient level of
equity. The MUFG Group determined that the MUFG Group is not the primary beneficiary of most of these
borrowers because of its limited exposure as a lender to such borrowers. Such borrowers engage in diverse
business activities of various sizes in industries such as manufacturing, distribution, construction and real estate
development, independently from the MUFG Group.
28. COMMITMENTS AND CONTINGENT LIABILITIES
Lease Commitments
The MUFG Group leases certain technology system, office space and equipment under noncancelable
agreements expiring through the fiscal year 2046.
F-98
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Future minimum rental commitments for noncancelable leases at March 31, 2006 were as follows:
Capitalized
leases
Operating
leases
(in millions)
Fiscal year ending March 31:
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 57,011
49,187
70,354
21,367
13,577
8,869
¥ 41,873
36,166
31,512
28,867
21,158
47,813
Total minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
220,365
¥207,389
Amount representing interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(9,091)
Present value of minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥211,274
Total rental expense for the fiscal years ended March 31, 2004, 2005 and 2006 was ¥51,461 million,
¥50,064 million and ¥85,605 million, respectively.
Civil Suit Brought by The Sumitomo Trust & Banking Co., Ltd.
On May 21, 2004, ex-UFJ Holdings, ex-UFJ Bank, ex-UFJ Trust Bank (collectively, the “ex-UFJ
Companies”) and The Sumitomo Trust & Banking Co., Ltd. (“Sumitomo Trust”) entered into a basic agreement
to integrate and jointly operate their respective trust and custody businesses. On July 13, 2004, however, the
ex-UFJ Companies informed Sumitomo Trust of their decision to terminate this basic agreement.
In response, on July 16, 2004, Sumitomo Trust filed with the Tokyo District Court a motion for a
preliminary injunction to restrain the ex-UFJ Companies from entering into discussions with, and providing
information to, any third party with regards to a transfer of ex-UFJ Trust Bank’s operations. The Supreme Court
of Japan dismissed the motion for provisional relief on August 30, 2004.
On October 28, 2004, Sumitomo Trust filed a lawsuit in the Tokyo District Court against the ex-UFJ
Companies claiming that, under the basic agreement, it had exclusive rights to hold good-faith negotiations with
the ex-UFJ Companies regarding the integration of their respective trust and custody businesses. Sumitomo Trust
made an additional claim against the ex-UFJ Companies for damages in the amount of ¥100 billion on March 8,
2005.
On February 13, 2006, the Tokyo District Court rendered a judgment denying Sumitomo Trust’s claim for
damages. On February 24, 2006, Sumitomo Trust appealed the Tokyo District Court’s ruling to the Tokyo High
Court, seeking to overturn the dismissal of the damages claim for ¥100 billion and claiming additional damages
of ¥10 billion against the ex-UFJ Companies.
The next round of oral arguments before the Tokyo High Court is scheduled for October 2006 and the
outcome of the litigation is uncertain at this point.
Including the above, the MUFG Group is involved in various litigation matters. Management, based upon
their current knowledge and the results of consultation with counsel, makes appropriate levels of litigation
reserve. Management believes that the amounts of the MUFG Group’s liabilities, when ultimately determined,
will not have a material adverse effect on the MUFG Group’s results of operations and financial position.
F-99
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
29. FEES AND COMMISSIONS INCOME
Details of fees and commissions income for the fiscal years ended March 31, 2004, 2005 and 2006 were as
follows:
2004
2005
2006
Trust fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fees on funds transfer and service charges for collections . . . . . . . . . . . . . . . . . . . . . . . .
Fees and commissions on international business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fees and commissions on credit card business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service charges on deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fees and commissions on securities business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fees on real estate business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Insurance commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fees and commissions on stock transfer agency services . . . . . . . . . . . . . . . . . . . . . . . . .
Guarantee fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fees on investment funds business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other fees and commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 90,037
57,625
47,139
60,973
35,569
79,851
20,488
22,569
17,389
18,290
7,535
107,240
(in millions)
¥102,789
60,144
45,103
62,210
36,500
104,519
31,436
36,000
20,119
19,400
11,684
111,187
¥ 121,350
105,485
62,235
110,127
35,930
145,137
45,829
48,508
39,389
53,040
65,919
200,326
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥564,705
¥641,091
¥1,033,275
Trust fees consist primarily of fees earned by fiduciary asset management and administration services for
corporate pension plans, investment funds, etc. Fees on funds transfer and service charges for collection are
earned by providing settlement services such as domestic fund remittances and domestic collection services. Fees
and commissions on international business primarily consist of fees from international fund transfer and
collection services, and trade-related financing services. Fees and commissions on credit card business are
composed of interchange income, annual fees, royalty and other service charges from franchisees. Service
charges on deposits are fees charged for deposits such as checking account deposits. Fees and commissions on
securities business include underwriting, brokerage and advisory services and arrangement fees on
securitizations. Fees on real estate business primarily consist of fees from real estate agent services. Insurance
commissions are earned by acting as agent for insurance companies to sell insurance products. Fees and
commissions on stock transfer agency services consist of fees earned primarily by stock title transfers and agency
services for the calculation and payment of dividends. Guarantee fees are earned by providing guarantees on
residential mortgage loans. Fees on investment funds business primarily consist of management fees for
investment funds. Other fees and commissions include various arrangement fees and agent fees excluding the
fees mentioned above.
30. BUSINESS SEGMENTS
The business segment information, set forth below, is derived from the internal management reporting
system used by management to measure the performance of the MUFG Group’s business segments. Unlike
financial accounting, there is no authoritative body of guidance for management accounting. The business
segment information, set forth below, is based on the financial information prepared in accordance with Japanese
GAAP as adjusted in accordance with internal management accounting rules and practices. Accordingly, the
format and information is not consistent with the consolidated financial statements prepared on the basis of US
GAAP. A reconciliation is provided for the total amounts of segments’ total operating profit with income from
continuing operations before income tax expense and cumulative effect of a change in accounting principle under
US GAAP.
See Note 31 for financial information relating to the MUFG Group’s operations by geographic area. The
geographic financial information is consistent with the basis of the accompanying consolidated financial
statements.
F-100
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The ex-MTFG Group uses an integrated business group system, which integrated the operations of ex-BTM
and ex-Mitsubishi Trust into the following three areas—Retail, Corporate and Trust Assets resulting in a new
basis of segmentation. The integrated business group system was intended to create more synergies through more
effective and efficient collaboration between the ex-MTFG Group’s subsidiary banks. The MUFG Group
retained the integrated business group system after the merger. Under this integrated business group system, the
holding company formulates strategy for the group on an integrated basis, which is then executed by its
subsidiary banks. Through this system, MUFG aims to reduce overlapping of functions within the MUFG Group,
thereby increasing efficiency and realizing the benefits of its group resources and scale of operations. Moreover,
through a greater integration of MUFG’s shared expertise in the banking, trust and securities businesses, it aims
to deliver a more diverse but integrated lineup of products and services to customers.
Effective April 1, 2005, the MUFG Group changed the classification of its business segments and included
UNBC as a part of the Integrated Corporate Banking Business Group. The MUFG Group has also introduced a
unified core deposit concept when measuring the performance of each business segment and made minor changes
in its management accounting method. The unified core deposit concept takes into account that, based on
historical data, a portion of the Japanese yen short-term deposits to the MUFG Group can be deemed as a long-
term source of funding from an interest risk management perceptive, and therefore the interest rate spread gained
from the long-term funds should be allocated to the relevant business segments. The presentation for the fiscal
years ended March 31, 2004 and 2005 has been reclassified to conform to the new basis of segmentation and
managerial accounting, including the method of inter-segment allocation, for the fiscal year ended March 31,
2006.
Effective October 1, 2005, the MUFG Group changed the name of the Treasury business segment to Global
Markets, in line with the name of the business segment in the MUFG Group’s subsidiary banks. The operations
that constitute Global Markets have not been changed.
Integrated Retail Banking Business Group—Covers all domestic retail businesses, including commercial
banking, trust banking and securities businesses. This business group integrates the retail business of BTMU,
MUTB and MUS as well as retail product development, promotion and marketing in a single management
structure. Retail financial products and services are provided through MUFG Plaza, a new, one-stop,
comprehensive financial services channel and other domestic branches.
Integrated Corporate Banking Business Group—Covers all domestic and overseas corporate businesses,
including commercial banking, investment banking, trust banking and securities businesses as well as UNBC.
UNBC consists of BTMU’s subsidiaries in California, UnionBanCal Corporation and Union Bank of California,
N.A. Through the integration of these business lines, diverse financial products and services are provided to its
corporate clients. The business group has clarified strategic domains, sales channels and methods to match the
different growth stages and financial needs of its corporate customers. Regarding UNBC, as of March 31, 2006,
BTMU owned approximately 63% of UnionBanCal Corporation, a public company listed on the New York Stock
Exchange. UnionBanCal is a U.S. commercial bank holding company. Union Bank of California, N.A.,
UnionBanCal’s bank subsidiary, is one of the largest commercial banks in California based on total assets and
total deposits. UNBC provides a wide range of financial services to consumers, small businesses, middle market
companies and major corporations, primarily in California, Oregon and Washington but also nationally and
internationally.
Integrated Trust Assets Business Group—Covers asset management and administration services for
products such as pension trusts and security trusts by integrating the trust banking expertise of MUTB and the
international strengths of BTMU. The business group provides a full range of services to corporate and other
pension funds, including stable and secure pension fund management and administration, advice on pension
schemes, and payment of benefits to scheme members.
F-101
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Global Markets—Global Markets consists of the treasury business unit at BTMU, which conducts asset
liability management and liquidity management for BTMU, and the global markets business group at MUTB.
Global Markets provides various financial operations such as money markets and foreign exchange operations
and securities investments.
Other—Other mainly consists of the corporate center of MUFG, BTMU and MUTB. The elimination of
duplicated amounts of net revenue among business segments is also reflected in Other.
The financial performance derived from the internal management reporting system is summarized below.
Management does not use information on segments’ total assets to allocate resources and assess performance and
accordingly, business segment information on total assets is not presented. Management measures the
performance of the MUFG Group’s business segments primarily by “operating profit.”
Integrated
Retail
Banking
Business
Group
Integrated
Corporate Banking
Business
Group
Overseas
Other than
Domestic
UNBC UNBC
Overseas
total
Total
(in billions)
Integrated
Trust
Assets
Business
Group
Global
Markets Other
Total
¥ 411.6
288.9
210.2
58.8
19.9
¥ 656.1
522.8
306.5
133.7
82.6
¥147.2
109.4
60.3
35.6
13.5
¥253.5 ¥400.7 ¥1,056.8
632.2
366.8
169.3
96.1
— 109.4
— 60.3
— 35.6
— 13.5
¥ 56.7
43.0
1.0
42.0
—
¥321.7 ¥ (23.4) ¥1,823.4
(36.4) 1,244.4
316.7
817.2
10.7
228.5
278.1
(0.9)
8.9
149.1
(46.2)
79.3
Fiscal year ended March 31, 2004
Net revenue . . . . . . . . . . . . . . . . . . .
BTMU and MUTB: . . . . . . . . .
Net interest income . . . . . . .
Net fees . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . .
Other than BTMU and
MUTB* . . . . . . . . . . . . . . . .
Operating expenses . . . . . . . . . . .
122.7
312.8
133.3
266.2
37.8
107.6
253.5
150.9
291.3
258.5
424.6
524.7
13.7
47.9
5.0
42.9
13.0
84.2
579.0
1,012.5
Operating profit (loss) . . . . . . . . .
¥
98.8
¥ 389.9
¥ 39.6
¥102.6 ¥142.2 ¥ 532.1
¥
8.8
¥278.8 ¥(107.6) ¥ 810.9
Fiscal year ended March 31, 2005
Net revenue . . . . . . . . . . . . . . . . . . .
BTMU and MUTB: . . . . . . . . .
Net interest income . . . . . . .
Net fees . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . .
Other than BTMU and
¥ 454.8
317.4
209.7
79.2
28.5
¥ 684.2
562.0
306.1
157.1
98.8
¥146.2
113.3
56.7
36.8
19.8
¥274.9 ¥421.1 ¥1,105.3
675.3
362.8
193.9
118.6
— 113.3
— 56.7
— 36.8
— 19.8
¥ 59.9
43.8
0.4
43.3
0.1
¥285.0 ¥
280.8
231.8
15.8
33.2
(8.7) ¥1,896.3
(14.7) 1,302.6
796.2
(8.5)
339.5
7.3
166.9
(13.5)
MUTB* . . . . . . . . . . . . . . . .
Operating expenses . . . . . . . . . . .
137.4
323.7
122.2
267.6
32.9
102.2
274.9
158.8
307.8
261.0
430.0
528.6
16.1
46.6
4.2
38.9
6.0
91.3
593.7
1,029.1
Operating profit (loss) . . . . . . . . .
¥ 131.1
¥ 416.6
¥ 44.0
¥116.1 ¥160.1 ¥ 576.7
¥ 13.3
¥246.1 ¥(100.0) ¥ 867.2
Fiscal year ended March 31, 2006
Net revenue . . . . . . . . . . . . . . . . . . .
BTMU and MUTB: . . . . . . . . .
Net interest income . . . . . . .
Net fees . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . .
Other than BTMU and
MUTB* . . . . . . . . . . . . . . . .
Operating expenses . . . . . . . . . . .
¥887.5
518.4
330.6
137.1
50.7
369.1
576.9
¥1,107.4
903.4
416.8
298.3
188.3
¥214.6
165.5
88.7
49.3
27.5
¥350.3 ¥564.9 ¥1,672.3
1,068.9
505.5
347.6
215.8
— 165.5
— 88.7
— 49.3
— 27.5
¥108.7
63.0
1.9
61.3
(0.2)
¥315.7 ¥ (15.2) ¥2,969.0
(63.9) 1,897.1
310.7
1,128.3
32.9
257.4
520.4
(22.5)
(3.1)
248.4
(74.3)
56.4
204.0
428.1
49.1
136.3
350.3
202.3
399.4
338.6
603.4
766.7
45.7
73.9
5.0
43.8
48.7
141.5
1,071.9
1,602.8
Operating profit (loss) . . . . . . . . .
¥310.6
¥ 679.3
¥ 78.3
¥148.0 ¥226.3 ¥ 905.6
¥ 34.8
¥271.9 ¥(156.7) ¥1,366.2
* Includes MUFG and its subsidiaries other than BTMU and MUTB.
F-102
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Reconciliation
As set forth above, the measurement bases and the income and expenses items covered are very different
between the internal management reporting system and the accompanying consolidated statements of income.
Therefore, it is impracticable to present reconciliations of the business segments’ total information, other than
operating profit, to corresponding items in the accompanying consolidated statements of income.
A reconciliation of the operating profit under the internal management reporting system for the fiscal years
ended March 31, 2004, 2005 and 2006 above to income from continuing operations before income tax expense
and cumulative effect of a change in accounting principle shown on the consolidated statements of income is as
follows:
Operating profit: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trust fees adjusted for credit losses of trust assets . . . . . . . . . . . . . . . . . . . . . . . . .
Credit (provision) for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account losses—net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity investment securities gains—net
Debt investment securities losses—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange gains (losses)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations before income tax expense and cumulative effect
2004
2005
2006
(in billions)
¥ 867
(3)
(108)
(65)
175
(8)
(120)
(37)
17
¥ 811
(10)
114
(117)
342
(204)
355
(41)
(74)
¥1,366
(1)
(110)
(210)
160
(11)
(501)
(157)
(6)
of a change in accounting principle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥1,176
¥ 718
¥ 530
31. FOREIGN ACTIVITIES
Foreign operations include the business conducted by overseas offices, as well as international business
conducted from domestic offices, principally several international banking-related divisions of BTMU’s and
MUTB’s Head Office in Tokyo, and involve various transactions with debtors and customers residing outside
Japan. Close integration of the MUFG Group’s foreign and domestic activities makes precise estimates of the
amounts of assets, liabilities, income and expenses attributable to foreign operations difficult and necessarily
subjective. Assets, income and expenses attributable to foreign operations are allocated to geographical areas
based on the domicile of the debtors and customers.
F-103
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Generally, interest rates with respect to funds borrowed and loaned between domestic and foreign operations
are based on prevailing money market rates appropriate for the transactions. In general, the MUFG Group has
allocated all direct expenses and a proportionate share of general and administrative expenses to income derived
from foreign loans and other transactions by the MUFG Group’s foreign operations. The following table sets
forth estimated total assets at March 31, 2004, 2005 and 2006, and estimated total revenue, total expense, income
from continuing operations before income tax expense and cumulative effect of a change in accounting principle
and net income for the respective fiscal years then ended:
Domestic
Japan
United
States of
America
Foreign
Europe
Asia/Oceania
excluding Japan
Other
areas(1)
Total
(in millions)
Fiscal year ended March 31, 2004:
Total revenue(2)
. . . . . . . . . . . . . . . . . .
¥
1,651,947
¥
575,066
¥ 277,183
¥
64,819
¥ 147,552
¥
2,716,567
Total expense(3) . . . . . . . . . . . . . . . . . .
940,881
408,651
94,054
21,694
74,923
1,540,203
Income from continuing operations
before income tax expense and
cumulative effect of a change in
accounting principle . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . .
711,066
464,256
166,415
183,129
158,275
120,751
43,125
26,485
72,629
53,235
1,176,364
823,002
Total assets at end of fiscal year . . . . .
79,653,844
12,585,539
6,141,837
3,015,416
2,302,463
103,699,099
Fiscal year ended March 31, 2005:
Total revenue(2)
. . . . . . . . . . . . . . . . . .
¥
1,610,078
¥
487,691
¥ 153,145
¥
96,761
¥
77,836
¥
2,425,511
Total expense(3) . . . . . . . . . . . . . . . . . .
1,320,404
251,026
103,542
12,030
20,115
1,707,117
Income from continuing operations
before income tax expense and
cumulative effect of a change in
accounting principle . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . .
289,674
109,960
236,665
180,520
49,603
24,242
84,731
61,742
57,721
38,691
718,394
415,155
Total assets at end of fiscal year . . . . .
84,416,835
12,331,408
5,971,590
3,467,959
2,234,308
108,422,100
Fiscal year ended March 31, 2006:
Total revenue(2)
. . . . . . . . . . . . . . . . . .
¥
2,520,008
¥
594,532
¥ 194,340
¥ 176,080
¥ 113,074
¥
3,598,034
Total expense(3) . . . . . . . . . . . . . . . . . .
2,194,354
539,505
167,519
113,831
53,152
3,068,361
Income from continuing operations
before income tax expense and
cumulative effect of a change in
accounting principle . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . .
325,654
197,372
55,027
39,719
26,821
23,372
62,249
54,053
59,922
48,995
529,673
363,511
Total assets at end of fiscal year . . . . .
152,047,224
16,651,510
9,483,190
5,242,047
2,795,476
186,219,447
Notes:
(1) Other areas primarily include Canada, Latin America and the Caribbean.
(2) Total revenue is comprised of Interest income and Non-interest income.
(3) Total expense is comprised of Interest expense, Provision (credit) for credit losses and Non-interest expense.
F-104
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following is an analysis of certain asset and liability accounts related to foreign activities at March 31,
2005 and 2006:
2005
2006
(in millions)
Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-earning deposits in other banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥
284,388
3,616,334
¥
590,369
4,421,545
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 3,900,722
¥ 5,011,914
Trading account assets(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 1,516,467
¥ 2,191,940
Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 6,912,251
¥ 8,141,650
Loans—net of unearned income, unamortized premiums and deferred loan fees . . . . . . . . . . . . .
¥ 9,916,034
¥15,523,569
Deposits, principally time deposits and certificates of deposit by foreign banks . . . . . . . . . . . . . .
¥13,166,429
¥15,938,882
Funds borrowed:
Call money, funds purchased, and payables under repurchase agreements and securities
lending transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 1,281,825
1,058,411
858,387
¥
921,746
1,566,373
3,459,450
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 3,198,623
¥ 5,947,569
Trading account liabilities(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 1,064,516
¥ 1,306,223
Note:
(1) The balances of trading account assets and trading account liabilities related to foreign activities at March 31, 2005 have been restated
from ¥1,744,251 million and ¥1,624,449 million to ¥1,516,467 million and ¥1,064,516 million, respectively.
At March 31, 2005 and 2006, the MUFG Group had no cross-border outstandings, as defined in the
Securities Act Industry Guide 3 in any foreign country, which exceeded 0.75% of consolidated total assets.
32. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
Quoted market prices, when available, are used to estimate fair values of financial instruments. However,
quoted market prices are not available for a substantial portion of financial instruments and, therefore, fair values
for such financial instruments are estimated using discounted cash flow models or other valuation techniques.
Although management uses its best judgment in estimating fair values of financial instruments, estimation
methodologies and assumptions used to estimate fair values are inherently subjective. Accordingly, the estimates
presented herein are not necessarily indicative of net realizable or liquidation values. The use of different
estimation methodologies and/or market assumptions may have a significant effect on the estimated fair values.
F-105
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following is a summary of carrying amounts and estimated fair values of financial instruments at
March 31, 2005 and 2006:
Financial assets:
Cash, due from banks, call loans and funds sold, and receivables under
resale agreements and securities borrowing transactions . . . . . . . . . . .
Trading account assets, excluding derivatives . . . . . . . . . . . . . . . . . . . . . .
Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans, net of allowance for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial instruments:
2005
2006
Carrying
amount
Estimated
fair value
Carrying
amount
Estimated
fair value
(in billions)
¥16,082
5,758
28,930
50,164
2,414
¥16,082
5,758
29,016
50,352
2,414
¥ 21,024
8,070
48,604
94,495
4,640
¥ 21,024
8,070
48,985
94,837
4,640
Trading activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Activities qualifying for hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,949
2
1,949
2
2,658
—
2,658
—
Financial liabilities:
Non-interest-bearing deposits, call money and funds purchased, and
payables under repurchase agreements and securities lending
transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account liabilities, excluding derivatives . . . . . . . . . . . . . . . . . . .
Obligations to return securities received as collateral . . . . . . . . . . . . . . . .
Due to trust account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financial liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial instruments:
¥16,854
61,348
40
3,026
1,231
10,725
5,982
1,969
¥16,854
61,329
40
3,026
1,231
10,725
6,109
1,969
¥ 34,728
103,296
160
3,946
2,428
10,534
13,890
3,100
¥ 34,728
103,173
160
3,946
2,428
10,534
13,847
3,100
Trading activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Activities qualifying for hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,918
—
1,918
—
2,863
5
2,863
5
The methodologies and assumptions used to estimate the fair value of the financial instruments are
summarized below:
Cash, due from banks, call loans and funds sold, and receivables under resale agreements and securities
borrowing transactions—For cash, due from banks including interest-earning deposits, call loans and funds sold,
and receivables under resale agreements and securities borrowing transactions, the carrying amounts are a
reasonable estimate of the fair values because of their short-term nature and limited credit risk.
Trading account securities—Trading account securities and short trading positions of securities are carried
at fair value, which is principally based on quoted market prices, when available. If the quoted market prices are
not available, fair values are based on quoted market prices of comparable instruments.
Investment securities—The fair values of investment securities, where quoted market prices or secondary
market prices are available, are equal to such market prices. For investment securities, when quoted market prices or
secondary market prices are not available, the fair values are estimated using quoted market prices for similar
securities or based on appraised value as deemed appropriate by management. The fair values of investment
securities other than those classified as available for sale or being held to maturity (i.e., nonmarketable equity
securities) are not readily determinable as they do not have quoted market prices or secondary market prices
available. The fair values of certain nonmarketable equity securities, such as preferred stock convertible to
F-106
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
marketable common stock in the future, issued by public companies are determined by utilizing commonly-
accepted valuation models, such as option pricing models. It is not practicable to estimate the fair value of other
nonmarketable securities issued by nonpublic companies for which a quoted market price is not available.
Therefore, the above summary does not include the carrying amounts of such investment securities. The amounts
not included in the above summary are ¥861 billion and ¥211 billion at March 31, 2005 and 2006, respectively.
Loans—The fair values of loans are estimated for groups with similar characteristics, including type of
loan, credit quality and remaining maturity. In incorporating the credit risk factor, management concluded that
the allowance for credit losses adequately adjusts the related book values for credit risk. For floating- or
adjustable-rate loans, which mature or are repriced within a short period of time, the carrying values are
considered to be a reasonable estimate of fair values. For fixed-rate loans, market prices are not generally
available and the fair values are estimated by discounting the estimated future cash flows based on the contracted
maturity of the loans. The discount rates are based on the current market rates corresponding to the applicable
maturity. Where quoted market prices or estimated fair values are available, primarily for loans to refinancing
countries, loans held for dispositions or sales and certain other foreign loans, the fair values are based on such
market prices and estimated fair values, including secondary market prices. For nonperforming loans, the fair
values are generally determined on an individual basis by discounting the estimated future cash flows and may be
based on the appraisal value of underlying collateral as appropriate.
Other financial assets—The estimated fair values of other financial assets, which primarily include accrued
interest receivable, customers’ acceptance liabilities and accounts receivable, approximate their carrying
amounts. The above summary does not include the carrying amounts of investments in equity method investees
amounting to ¥362 billion and ¥602 billion at March 31, 2005 and 2006, respectively.
Derivative financial instruments—The estimated fair values of derivative financial instruments are the
amounts the MUFG Group would receive or pay to terminate the contracts at the balance-sheet date, taking into
account the current unrealized gains or losses on open contracts. They are based on market or dealer quotes when
available. Valuation models such as present value and option pricing models are applied to current market
information to estimate fair values when such quotes are not available.
Non-interest-bearing deposits, call money and funds purchased, payables under repurchase agreements
and securities lending transactions, and obligations to return securities received as collateral—The fair values
of non-interest-bearing deposits are equal to the amounts payable on demand. For call money and funds
purchased, payables under repurchase agreements and securities lending transactions and obligations to return
securities received as collateral, the carrying amounts are a reasonable estimate of the fair values because of their
short-term nature and limited credit risk.
Interest–bearing deposits—The fair values of demand deposits, deposits at notice, and certificates of
deposit maturing within a short period of time are the amounts payable on demand. Fair values of time deposits
and certificates of deposit maturing after a short period of time are estimated by discounting the estimated cash
flows using the rates currently offered for deposits of similar remaining maturities or the applicable current
market rates.
Due to trust account—For due to trust account, which represents a temporary placement of excess funds
from individual trust accounts managed by the trust banking subsidiary in their fiduciary and trust capacity, the
carrying amount is a reasonable estimate of the fair value since its nature is similar to short-term funding,
including demand deposits and other overnight funds purchased, in a manner that the balance changes in
response to the day-to-day changes in excess funds placed by the trust accounts.
F-107
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Other short-term borrowings—For most other short-term borrowings, the carrying amounts are a
reasonable estimate of the fair values because of their short-term nature. For certain borrowings, fair values are
estimated by discounting the estimated future cash flows using applicable current market interest rates or
comparable rates for similar instruments, which represent the MUFG Group’s cost to raise funds with a similar
remaining maturity.
Long-term debt—For certain unsubordinated and subordinated debt, the fair values are estimated based on
quoted market prices of the instruments. The fair values of other long-term debt are estimated using a discounted cash
flow model based on rates applicable to the MUFG Group for debt with similar terms and remaining maturities.
Other financial liabilities—The estimated fair values of other financial liabilities, which primarily include
accrued interest payable, bank acceptances, accounts payable and obligations under standby letters of credit and
guarantees, approximate their carrying amounts. The fair values of obligations under standby letters of credit and
guarantees are based on fees received or receivable by the MUFG Group.
The fair values of certain off-balance-sheet financial instruments held for purposes other than trading,
including commitments to extend credit and commercial letters of credit, are estimated using the fees currently
charged to enter into similar agreements, taking into account the remaining terms of the agreements and the
credit quality. The aggregate fair value of such instruments at March 31, 2005 and 2006 was not material.
The fair value estimates presented herein are based on pertinent information available to management at
March 31, 2005 and 2006. These amounts have not been comprehensively revalued since that date and, therefore,
current estimates of fair values may have changed significantly from the amounts presented herein.
33. STOCK-BASED COMPENSATION
Two subsidiaries of MUFG, MUS and UNBC, have several stock-based compensation plans.
MUS
Under the Code and the Company Law, companies are permitted to purchase their own shares in the market
in order to implement a stock option plan when approved by the shareholders.
Pursuant to resolutions approved at the general shareholders’ meetings, MUS offers stock option plans
which provide directors, executive officers, eligible employees and certain other persons with options to purchase
shares (at the respective exercise prices stipulated in each plan) as follows:
Date of approval at the shareholders’ meeting
Exercise period
June 29, 2000 . . . . . . . . . . . . . . . . . . . . . . . . . .
June 28, 2001 . . . . . . . . . . . . . . . . . . . . . . . . . .
June 29, 2005(1)
July 1, 2002 to June 30, 2005
July 1, 2003 to June 30, 2006
. . . . . . . . . . . . . . . . . . . . . . . . September 20, 2005 to March 31, 2006
Shares
2,057,000
2,272,000
1,992,060
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,321,060
Note:
(1)
In connection with the merger of MTFG with UFJ Holdings, MUS converted all outstanding ex-UFJ Tsubasa Securities employee stock-
based awards at the merger date, and those awards became exercisable for or based upon MUS common stock. The number of awards
converted and the exercise prices of those awards were adjusted to take into account the merger exchange ratio of 0.42 for the securities
companies.
F-108
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The plans provide for the granting of stock options having an exercise price not less than the market value of
MUS’s common stock on the date of grant. The following table presents the stock option transactions for the
fiscal years ended March 31, 2004, 2005 and 2006:
2004
2005
2006
Number of
shares
Weighted-average
exercise price
Number of
shares
Weighted-average
exercise price
Number of
shares
Weighted-average
exercise price
Options outstanding,
beginning of fiscal
year . . . . . . . . . . . . . . . . . 5,512,000
Ex-UFJ Tsubasa
Securities
—
Conversion . . . . . . .
(831,000)
Exercised . . . . . . . . . .
Forfeited . . . . . . . . . . . (1,528,000)
Options outstanding, end of
¥1,278
3,153,000
¥1,260
2,827,000
¥1,311
—
812
1,568
—
(326,000)
—
—
812
—
1,992,060
(2,437,140)
(2,071,920)
1,412
1,266
1,244
fiscal year . . . . . . . . . . . . 3,153,000
¥1,260
2,827,000
¥1,311
310,000
¥ 812
Options exercisable, end of
fiscal year . . . . . . . . . . . . 3,153,000
¥1,260
2,827,000
¥1,311
310,000
¥ 812
The following table details the distribution of stock options outstanding at March 31, 2006:
Exercise price
Number outstanding
Remaining contractual life
Number exercisable
Options outstanding at March 31, 2006
Options exercisable at March 31, 2006
¥812
310,000
0.25 years
310,000
UNBC
UNBC has two management stock plans. The Year 2000 UnionBanCal Corporation Management Stock Plan
as amended (the “2000 Stock Plan”), and the UnionBanCal Corporation Management Stock Plan, restated
effective June 1, 1997 (the “1997 Stock Plan”), have 20.0 million and 6.6 million shares, respectively, of the
UNBC’s common stock authorized to be awarded to key employees and outside directors of UNBC at the
discretion of the Executive Compensation and Benefits Committee of the Board of Directors (the “Committee”).
Employees on rotational assignment from BTMU are not eligible for stock awards.
The Committee determines the term of each stock option grant, up to a maximum of ten years from the date
of grant. The exercise price of the options issued under the Stock Plans shall not be less than the fair market
value on the date the option is granted. Unvested restricted stock issued under the Stock Plans is accounted for as
a reduction to retained earnings. The value of the restricted shares at the date of grant is amortized to
compensation expense over its vesting period. All cancelled or forfeited options and restricted stock become
available for future grants.
F-109
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Under the 2000 Stock Plan, UNBC granted options to various key employees, including policy-making
officers in 2003, 2004 and 2005 and to non-employee directors in 2003 and 2004. Under both Stock Plans,
options granted to employees vest pro-rata on each anniversary of the grant date and become fully exercisable
three years from the grant date, provided that the employee has completed the specified continuous service
requirement. The options vest earlier if the employee dies, is permanently disabled, or retires under certain grant,
age, and service conditions or terminates employment under certain conditions. Options granted to non-employee
directors are fully vested on the grant date and exercisable 33 1⁄ 3 percent on each anniversary under the 1997
Stock Plan, and fully vested and exercisable on the grant date under the 2000 Stock Plan. The following is a
summary of stock option transactions under the Stock Plans.
Fiscal years ended December 31,
2003
2004
2005
Number of
shares
Weighted-average
exercise price
Number of
shares
Weighted-average
exercise price
Number of
shares
Weighted-average
exercise price
Options
outstanding,
beginning of
fiscal year . . . . .
Granted . . . . .
Exercised . . . .
Forfeited . . . .
Options
outstanding, end
of fiscal year . . .
Options
exercisable, end
of fiscal year . . .
8,515,469
2,517,023
(1,912,323)
(112,158)
$34.71
40.32
30.52
38.96
9,008,011
2,478,931
(1,917,818)
(86,788)
$37.12
52.84
33.68
42.87
9,482,336
1,222,230
(1,877,908)
(130,069)
$41.87
61.36
38.24
50.62
9,008,011
$37.12
9,482,336
$41.87
8,696,589
$45.26
3,845,520
$33.99
4,733,003
$36.49
5,349,873
$40.29
The weighted-average fair value of options granted was $12.92 during 2003, $16.55 during 2004 and $13.38
during 2005.
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing
model with the following weighted-average assumptions used for grants made in 2003, 2004 and 2005; risk-free
interest rates of 2.9 percent in 2003, 2.8 percent in 2004, and, as a result of refinements to the model, a range
from 3.4 percent to 4.3 percent for 1 to 7 year tenors in 2005; expected volatility of 43 percent in 2003,
40 percent in 2004, and 27 percent in 2005; expected lives of 5 years for 2003 and 2004 and 4.4 years for 2005;
and expected dividend yields of 2.8 percent in 2003, 2.4 percent in 2004, and 2.7 percent in 2005.
The following table summarizes information about stock options outstanding:
Range of exercise prices
$ 18.53-25.00
28.44-42.40
42.69-62.42
67.39-71.23
Options outstanding at December 31, 2005
Options exercisable at December 31, 2005
Weighted-average
remaining
contractual life
Weighted-average
exercise price
3.6 years
5.7 years
6.9 years
6.3 years
$22.99
35.50
51.37
69.29
Number
outstanding
43,619
3,367,718
5,196,022
89,230
8,696,589
Number
exercisable
43,619
2,700,942
2,598,147
7,165
5,349,873
Weighted-average
exercise price
$22.99
34.42
46.61
67.39
F-110
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In 2003, 2004 and 2005, UNBC also granted 6,000 shares, 16,000 shares, and 405,574 shares of restricted
stock with weighted average grant date fair values of $46.95, $61.50 and $64.13, respectively. There were no
restricted stock forfeitures in 2003 and 2004 and 6,085 shares were forfeited in 2005. There shares were granted
under the 2000 Stock Plan to key officers, including policy-making officers in years 2003, 2004 and 2005 and
non-employee directors in 2005. The awards of restricted stock vest pro-rata on each anniversary of the grant
date and become fully vested four years from the grant date for awards in 2003 and 2005 and three years from the
grant date for awards in 2004, provided that the employee has completed the specified continuous service
requirement. They vest earlier if the employee dies, is permanently and totally disabled, or retires under certain
grant, age and service conditions or terminates employment under certain conditions. The award of restricted
stock granted to existing non-employee directors in 2005 will vest in full in July 2006. The award granted to a
newly elected director in 2005 will vest as to two-thirds of the shares in November 2006 and the remaining
portion will vest in two equal installments in November 2007 and 2008, respectively. Restricted shareholders
have the right to vote their restricted shares and receive dividends.
At December 31, 2003, 2004 and 2005, 5,347,715 shares, 2,937,629 shares and 5,445,979 shares,
respectively, were available for future grants as either stock options or restricted stock under the 2000 Stock
Plan. The remaining shares under the 1997 Stock Plan are not available for future grants.
Effective January 1, 1997, UNBC established a Performance Share Plan. At the discretion of the Executive
Compensation and Benefits Committee, eligible participants may earn performance share awards to be redeemed
in cash and/or shares three years after the date of grant. Performance shares are linked to shareholder value in
two ways: (1) the market price of the UNBC’s common stock; and (2) return on equity, a performance measure
closely linked to value creation. Eligible participants generally receive grants of performance shares annually.
The plan was amended in 2004 increasing the total number of shares that can be granted under the plan to
2.6 million shares. There were 340,683 performance shares, 2,252,183 performance shares and 2,193,383
performance shares remaining for future awards as of December 31, 2003, 2004 and 2005, respectively. UNBC
granted 43,500 shares in 2003, 88,500 shares in 2004, and 78,000 shares in 2005. No performance shares were
forfeited in 2003, 2004, and 19,200 shares were forfeited in 2005. The value of a performance share is equal to
the average month-end closing price of the UNBC’s common stock for the final 6 months of the performance
period. All cancelled or forfeited performance shares become available for future grants. Expenses related to
these shares were $6.6 million in 2003, $4.8 million in 2004, and $9.4 million in 2005.
34. PARENT COMPANY ONLY FINANCIAL INFORMATION
Distributions of retained earnings of BTMU and MUTB are restricted in order to meet the minimum capital
adequacy requirements under the Banking Law. Also, retained earnings of these banking subsidiaries are
restricted, except for ¥1,180,904 million, in accordance with the statutory reserve requirements under the Code
and the Company Law at March 31, 2006 (see Notes 22 and 23).
F-111
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table presents the parent company only financial information of MUFG.
Condensed Balance Sheets
Assets:
2005
2006
(in millions)
Cash and interest-earning deposits with banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in subsidiaries and affiliated companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Preferred stock investment in ex-UFJ Bank Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥
62,285
4,389,305
700,000
62,388
¥
38,410
10,958,180
—
217,185
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥5,213,978
¥11,213,775
Liabilities and shareholders’ equity:
Short-term borrowings from subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt from subsidiaries and affiliated companies . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 322,100
300,000
200,000
18,781
¥
44,400
784,090
700,000
17,132
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
840,881
1,545,622
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,373,097
9,668,153
Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥5,213,978
¥11,213,775
Condensed Statements of Income
2004
2005
2006
(in millions)
Income:
Dividends from subsidiaries and affiliated companies . . . . . . . . . . . . . . . . . . . . . . .
Management fees from subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expense:
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense to subsidiaries and affiliated companies . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in undistributed net income (loss) of subsidiaries and affiliated companies . . . . .
Income before income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 64,549
4,773
4
30
69,356
4,418
—
—
203
4,621
758,342
823,077
75
¥823,002
¥214,948
7,630
2
319
222,899
5,922
6,021
511
335
12,789
208,087
418,197
3,042
¥415,155
¥1,015,637
11,674
1
16,329
1,043,641
9,675
13,905
3,486
5,273
32,339
(643,016)
368,286
4,775
¥ 363,511
F-112
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Condensed Statements of Cash Flows
Operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . .
Investing activities:
Proceeds from sales of stock investment in affiliated company . . . . .
Purchases of preferred stock investment in ex-UFJ Bank Limited . . .
Purchases of equity investments in subsidiaries and affiliated
company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net decrease (increase) in interest-earning deposits with banks . . . . .
Other—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing activities:
Net increase (decrease) in short-term borrowings from subsidiary . .
Proceeds from issuance of long-term debt to subsidiary and
affiliated companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of long-term debt
. . . . . . . . . . . . . . . . . . . . .
Repayment of long-term debt to subsidiary . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of new shares of preferred stock, net of
stock issue expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments for redemption of preferred stock . . . . . . . . . . . . . . . . . . . .
Payments to acquire treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . . .
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of fiscal year . . . . . . . . . . . . . . . .
Cash and cash equivalents at end of fiscal year . . . . . . . . . . . . . . . . . . . . .
—
—
(467)
(32,847)
(94)
(33,408)
2,739
1,532
4,271
¥
¥
2004
2005
2006
(in millions)
¥
¥ 823,002
(767,429)
55,573
415,155
(234,278)
180,877
¥ 363,511
480,264
843,775
—
—
14,836
(700,000)
14,251
—
—
(20,473)
1,047
(19,426)
(390,552)
(5,706)
(5,105)
(1,086,527)
(228,498)
25,488
41,467
(147,292)
—
—
—
—
322,100
(323,600)
300,000
200,000
—
230,800
450,000
(84,046)
249,472
(122,100)
(921)
(45,649)
1,756
904,658
(992)
4,271
3,279
—
(122,100)
(775,242)
(64,220)
(6,462)
(694,870)
1,613
3,279
4,892
¥
35. ESTABLISHMENT OF SPECIAL PURPOSE COMPANIES FOR ISSUANCE OF NON-DILUTIVE
PREFERRED SECURITIES
In February 2006, MUFG established MUFG Capital Finance 1 Limited, MUFG Capital Finance 2 Limited
and MUFG Capital Finance 3 Limited, wholly owned funding vehicles in the Cayman Islands, for the issuance of
preferred securities to enhance the flexibility of its capital management.
On March 17, 2006, MUFG Capital Finance 1 Limited, MUFG Capital Finance 2 Limited and MUFG
Capital Finance 3 Limited issued $2,300,000,000 in 6.346% non-cumulative preferred securities, €750,000,000
in 4.850% non-cumulative preferred securities and ¥120,000,000,000 in 2.680% non-cumulative preferred
securities (collectively, the “Preferred Securities”), respectively. Total net proceeds before expenses were
approximately $4.17 billion. All of the ordinary shares of MUFG Capital Finance 1 Limited, MUFG Capital
Finance 2 Limited and MUFG Capital Finance 3 Limited are owned by MUFG. MUFG fully and unconditionally
guarantees the payment of dividends and payments on liquidation or redemption of the obligations under the
Preferred Securities.
F-113
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The Preferred Securities entitle holders to receive a non-cumulative preferential cash dividend starting on
July 25, 2006 and on January 25 and July 25 of each year thereafter. The finance subsidiaries will not be
obligated to pay dividends on the Preferred Securities upon the occurrence of certain events relating to the
financial condition of MUFG. From July 25, 2016, dividends on the Preferred Securities will be re-calculated at a
floating rate per annum.
The dollar-denominated and euro-denominated preferred securities are subject to redemption on any
dividend payment date on or after July 25, 2016, the yen-denominated preferred securities are subject to
redemption on any dividend payment date on or after July 25, 2011 and the Preferred Securities are subject to
redemption in whole (but not in part) at any time upon the occurrence of specified events, in each case at the
option of each of the finance subsidiaries and subject to necessary government approvals.
The Preferred Securities are non-dilutive and not convertible into MUFG’s common shares. The Preferred
Securities were accounted as part of MUFG’s Tier I capital at March 31, 2006 under its capital adequacy
requirements.
These funding vehicles are not consolidated in accordance with FIN No. 46R as more fully discussed in
Note 27. The funds raised through such funding vehicles are primarily loaned to the MUFG Group and presented
as Long-term debt in the consolidated balance sheet at March 31, 2006.
36. EVENTS SINCE MARCH 31, 2006
Approval of Dividends
On June 29, 2006, the shareholders approved the payment of cash dividends to the shareholders of record on
March 31, 2006, of ¥30,000 per share of Class 3 Preferred Stock, ¥15,900 per share of Class 8 Preferred Stock,
¥18,600 per share of Class 9 Preferred Stock, ¥19,400 per share of Class 10 Preferred Stock, ¥5,300 per share of
Class 11 Preferred Stock, ¥11,500 per share of Class 12 Preferred Stock, totaling ¥9,837 million, and ¥4,000 per
share of Common stock, totaling ¥38,979 million.
Complete Repayment of Public Funds
MUFG repaid ¥504,000 million of public funds injected into ex-UFJ Holdings in the form of preferred stock
acquired by the RCC as described below:
(1) On May 23, 2006, 9,300 shares of Class 8 and 89,357 shares of Class 10 Preferred Stock originally
issued by ex-UFJ Holdings and held by the RCC were converted into 179,639 shares of common stock. The
aggregate face amounts of the preferred stocks converted were ¥27,900 million and ¥178,714 million,
respectively. Subsequent to the conversions, MUFG purchased 179,639 shares of common stock and an
additional 7,923 shares of common stock as treasury stock for an aggregated amount of ¥286,970 million.
(2) On June 9, 2006, 79,700 shares of Class 9, 60,643 shares of Class 10 and 16,700 shares of Class 12
Preferred Stock originally issued by ex-UFJ Holdings and held by the RCC were converted into 277,245 shares
of common stock. The aggregate face amounts of the preferred stocks converted were ¥159,400 million,
¥121,286 million and ¥16,700 million, respectively. Subsequent to the conversions, these shares of common
stock were sold in the open market.
As a result, MUFG completed the repayment of all public funds received by the MUFG Group in
accordance with the Law Concerning Emergency Measures for the Early Strengthening of Financial Functions.
F-114
MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Concluded)
Conversion of Class 12 Preferred Stock
On April 27, 2006, 45,400 shares of Class 12 Preferred Stock were converted to common stock at ¥796,000
per share.
Basic agreement on proposed share exchange to make MUS a wholly-owned subsidiary
On August 29, 2006, MUFG and MUS signed a basic agreement to make MUS a wholly-owned subsidiary
of MUFG through a share exchange. MUFG is planning to sign a share exchange agreement around the middle of
November 2006 and to complete this transaction by March 31, 2007, after approval by MUS shareholders and the
relevant authorities.
* * * * *
F-115
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has
duly caused and authorized the undersigned to sign this Annual Report on its behalf.
Signature
MITSUBISHI UFJ FINANCIAL GROUP, INC.
By:
Name:
Title:
/s/ NOBUO KUROYANAGI
Nobuo Kuroyanagi
President and Chief Executive Officer
Date: September 28, 2006
Exhibit
1(a)
1(b)
1(c)
1(d)
2(a)
2(b)
2(c)
4(a)
EXHIBIT INDEX
Description
Articles of Incorporation of Mitsubishi UFJ Financial Group, Inc., as amended on June 29, 2006.
(English Translation)
Corporation Meetings Regulations of Mitsubishi UFJ Financial Group, Inc., as amended on July 31,
2006. (English Translation)
Board of Directors Regulations of Mitsubishi UFJ Financial Group, Inc., as amended on July 29,
2006. (English Translation)
Share Handling Regulations of Mitsubishi UFJ Financial Group, Inc., as amended on June 29, 2006.
(English Translation)
Form of stock certificates.
Form of American Depositary Receipt.
Form of Deposit Agreement, amended and restated as of December 22, 2004, among Mitsubishi
Tokyo Financial Group, Inc. (subsequently renamed Mitsubishi UFJ Financial Group, Inc.), The Bank
of New York and the holders from time to time of American Depositary Receipts issued thereunder.
Integration Agreement, dated February 18, 2005, and the amendment thereto, dated April 20, 2005,
among Mitsubishi Tokyo Financial Group, Inc., The Bank of Tokyo-Mitsubishi, Ltd., The Mitsubishi
Trust and Banking Corporation, Mitsubishi Securities Co., Ltd., UFJ Holdings, Inc., UFJ Bank
Limited, UFJ Trust Bank Limited and UFJ Tsubasa Securities Co., Ltd. (English Translation)*
4(b) Merger Agreement, dated April 20, 2005, between Mitsubishi Tokyo Financial Group, Inc., and UFJ
Holdings, Inc. (English Translation)**
8
11
12
13
Subsidiaries of the Company—see “Item 4.C. Information on the Company—Organizational
Structure.”
Ethical framework and code of conduct, compliance rules, compliance manual of Mitsubishi UFJ
Financial Group, Inc. applicable to its directors and managing officers, including its principal
executive officer, principal financial officer, principal accounting officer or controller, or persons
performing similar functions. (English translation of relevant sections)
Certifications required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR
240.15d-14(a)).
Certifications required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR
240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C.
1350).
15
Consent of Auditors.
*
**
Incorporated by reference from Annex A to the final Prospectus filed pursuant to Rule 424(b)(3) and
relating to the Registration Statement on Form F-4 (Reg. No. 333-123136).
Incorporated by reference from Annex B to the final Prospectus filed pursuant to Rule 424(b)(3) and
relating to the Registration Statement on Form F-4 (Reg. No. 333-123136).
Exhibit 1(a)
ARTICLES OF INCORPORATION
OF
MITSUBISHI UFJ FINANCIAL GROUP, INC.
CHAPTER I.
GENERAL PROVISIONS
(Trade Name)
Article 1.
The Company shall be called “Kabushiki Kaisha Mitsubishi UFJ Financial Group” and shall be called in
English “Mitsubishi UFJ Financial Group, Inc.” (hereinafter referred to as the “Company”).
(Purpose)
Article 2.
The purpose of the Company shall be to engage in the following businesses as a bank holding company:
1. Administration of management of banks, trust banks, specialized securities companies, insurance
companies or other companies which the Company may own as its subsidiaries under the Banking
Law; and
2. Any other businesses incidental to the foregoing businesses mentioned in the preceding item.
(Location of Head Office)
Article 3.
The Company shall have its head office in Chiyoda-ku, Tokyo.
(Organization)
Article 4.
The Company shall establish the following organizations in addition to general meeting of shareholders and
directors:
1. Board of Directors;
2. Corporate Auditors;
3. Board of Corporate Auditors; and
4. Accounting Auditor.
(Method of Public Notice)
Article 5.
Public notices of the Company shall be given in the manner of the publication in the Nihon Keizai Shimbun.
1
CHAPTER II.
SHARES
(Total Number of Shares Authorized to be Issued)
Article 6.
The aggregate number of shares authorized to be issued by the Company shall be thirty-four million three
hundred six thousand six hundred one (34,306,601) shares, and the aggregate number of each class shares
authorized to be issued shall be as set forth below; provided, however, that the aggregate number of shares
authorized to be issued with respect to the First to the Fourth Series of Class 5 Preferred Shares shall not exceed
four hundred thousand (400,000) in total, the aggregate number of shares authorized to be issued with respect to
the First to the Fourth Series of Class 6 Preferred Shares shall not exceed two hundred thousand (200,000) in
total, and the aggregate number of shares authorized to be issued with respect to the First to the Fourth Series of
Class 7 Preferred Shares shall not exceed two hundred thousand (200,000) in total.
Ordinary Shares:
thirty-three million (33,000,000) shares
Class 3 Preferred Shares:
one hundred twenty thousand (120,000) shares
The First Series of Class 5 Preferred Shares:
four hundred thousand (400,000) shares
The Second Series of Class 5 Preferred Shares:
four hundred thousand (400,000) shares
The Third Series of Class 5 Preferred Shares:
four hundred thousand (400,000) shares
The Fourth Series of Class 5 Preferred Shares:
four hundred thousand (400,000) shares
The First Series of Class 6 Preferred Shares:
two hundred thousand (200,000) shares
The Second Series of Class 6 Preferred Shares:
two hundred thousand (200,000) shares
The Third Series of Class 6 Preferred Shares:
two hundred thousand (200,000) shares
The Fourth Series of Class 6 Preferred Shares:
two hundred thousand (200,000) shares
The First Series of Class 7 Preferred Shares:
two hundred thousand (200,000) shares
The Second Series of Class 7 Preferred Shares:
two hundred thousand (200,000) shares
The Third Series of Class 7 Preferred Shares:
two hundred thousand (200,000) shares
The Fourth Series of Class 7 Preferred Shares:
two hundred thousand (200,000) shares
Class 8 Preferred Shares:
Class 9 Preferred Shares:
Class 10 Preferred Shares:
Class 11 Preferred Shares:
Class 12 Preferred Shares:
twenty-seven thousand (27,000) shares
seventy-nine thousand seven hundred (79,700) shares
one hundred fifty thousand (150,000) shares
one (1) share
one hundred twenty-nine thousand nine hundred
(129,900) shares
(Share Certificates)
Article 7.
The Company shall issue share certificates representing its issued shares.
2
(Record Date)
Article 8.
1.
2.
The Company shall deem the shareholders (including beneficial shareholders; the same shall apply
hereinafter) whose names have been entered or recorded in the latest register of shareholders (including the
register of beneficial shareholders; the same shall apply hereinafter) as of March 31 of each year to be the
shareholders who are entitled to exercise their rights at the ordinary general meeting of shareholders for the
relevant business year.
In addition to the above, whenever necessary, the Company may, upon giving prior public notice, fix a date
as a record date and may deem the shareholders or registered share pledgees whose names have been
entered or recorded in the latest register of shareholders as of such date, or the fractional shareholders whose
names have been entered or recorded in the latest ledger of fractional shares as of such date, as the
shareholders, the registered share pledgees or the fractional shareholders entitled to exercise their rights.
(Request for Sale of Fractional Shares)
Article 9.
1. A fractional shareholder may request that the Company sell to such fractional shareholder fractional shares
which shall become one (1) share if combined with the fractional shares already held by such fractional
shareholder.
2.
In case of a request provided for in the preceding paragraph, the Company may refuse the request if the
Company does not own fractional shares to be sold to such fractional shareholder.
(Transfer Agent)
Article 10.
1.
2.
3.
4.
The Company shall have a share transfer agent and a fractional share transfer agent.
The share transfer agent and the fractional share transfer agent and handling office thereof shall be
designated by resolution of the Board of Directors, and public notice thereof shall be given.
The establishment and retention of the register of shareholders, the register of stock acquisition rights and
the register of lost share certificates of the Company and any other businesses with respect to the register of
shareholders, the register of stock acquisition rights and the register of lost share certificates of the
Company shall be handled by the share transfer agent, not by the Company.
The establishment and retention of the ledger of fractional shares of the Company, the purchase of fractional
shares by the Company and the purchase of additional fractional shares by fractional shareholders, and any
other businesses with respect to fractional shares shall be handled by the fractional share transfer agent, not
by the Company.
(Share Handling Regulations)
Article 11.
1.
2.
The denomination of share certificates to be issued by the Company, the registration of transfers of shares,
the registration of pledges on shares, the entries or records in the register of beneficial shareholders and in
the register of lost share certificates as well as in the register of stock acquisition rights, and any other
handling with respect to shares and stock acquisition rights as well as the fees therefor shall be governed by
the Share Handling Regulations established by the Board of Directors.
The entries or records in the ledger of fractional shares with respect to fractional shares of the Company, the
purchase of fractional shares by the Company and the purchase of additional fractional shares by fractional
shareholders, and any other handling with respect to fractional shares as well as the fees therefor shall be
governed by the Share Handling Regulations established by the Board of Directors.
3
CHAPTER III
PREFERRED SHARES
(Preferred Dividends)
Article 12.
1.
The Company shall distribute cash dividends from surplus on Preferred Shares (hereinafter referred to as the
“Preferred Dividends”) in such respective amount as prescribed below to the holders of Preferred Shares
(hereinafter referred to as the “Preferred Shareholders”) or registered share pledgees who hold pledges over
Preferred Shares (hereinafter referred to as the “Registered Preferred Share Pledgees”), whose names have
been entered or recorded in the latest register of shareholders as of March 31 of each year, with priority over
the holders of Ordinary Shares (hereinafter referred to as the “Ordinary Shareholders”), registered share
pledgees who hold pledges over Ordinary Shares (hereinafter referred to as the “Registered Ordinary Share
Pledgees”) or holders of fractional Ordinary Shares (hereinafter referred to as the “Fractional Ordinary
Shareholders”); provided, however, that in the event that the Preferred Interim Dividends provided for in
Article 13 hereof have been paid in the relevant business year, the amount so paid shall be deducted
accordingly from the amount of the Preferred Dividends set forth below for each relevant class of Preferred
Shares.
Class 3 Preferred Shares:
The First to the Fourth Series of Class 5
Preferred Shares:
The First to the Fourth Series of Class 6
Preferred Shares:
The First to the Fourth Series of Class 7
Preferred Shares:
Class 8 Preferred Shares:
Class 9 Preferred Shares:
Class 10 Preferred Shares:
Class 11 Preferred Shares:
Class 12 Preferred Shares:
Amount to be determined by resolution of the Board of
Directors adopted at the time of issuance of the Class 3
Preferred Shares, up to two hundred fifty thousand
(250,000) yen per share per year
Amount to be determined by resolution of the Board of
Directors adopted at the time of issuance of the Class 5
Preferred Shares, up to two hundred fifty thousand
(250,000) yen per share per year
Amount to be determined by resolution of the Board of
Directors adopted at the time of issuance of the Class 6
Preferred Shares, up to one hundred twenty-five
thousand (125,000) yen per share per year
Amount to be determined by resolution of the Board of
Directors adopted at the time of issuance of the Class 7
Preferred Shares, up to one hundred twenty-five
thousand (125,000) yen per share per year
Fifteen thousand nine hundred (15,900)yen per share
per year
Eighteen thousand six hundred (18,600) yen per share
per year
Nineteen thousand four hundred (19,400) yen per
share per year
Five thousand three hundred (5,300) yen per share per
year
Eleven thousand five hundred (11,500) yen per share
per year
4
2.
3.
If the aggregate amount paid to a Preferred Shareholder or Registered Preferred Share Pledgee as cash
dividends from surplus in any particular business year is less than the prescribed amount of the relevant
Preferred Dividends, the unpaid amount shall not be carried over to nor cumulated in subsequent business
years.
The Company shall not distribute any dividends from surplus to any Preferred Shareholder or Registered
Preferred Share Pledgee in excess of the prescribed amount of the relevant Preferred Dividends except for
the distribution from surplus in the process of the corporate split (kyushu-bunkatsu) pursuant to Article 758,
Item 8 (b) or Article 760, Item 7 (b) of the Corporation Act, or the distribution from surplus in the process
of the corporate split (shinsetsu-bunkatsu) pursuant to Article 763, Item 12 (b) or Article 765 Paragraph 1,
Item 8 (b) of the said act.
(Preferred Interim Dividends)
Article 13.
In the event of payment of Interim Dividends provided for in Article 49 of these Articles (hereinafter
referred to as the “Preferred Interim Dividends”), the Company shall make a cash distribution from surplus in
such respective amount as prescribed below for each class of Preferred Shares to the Preferred Shareholders or
Registered Preferred Share Pledgees with priority over the Ordinary Shareholders, Registered Ordinary Share
Pledgees or Fractional Ordinary Shareholders.
Class 3 Preferred Shares:
The First to the Fourth Series of
Class 5 Preferred Shares:
The First to the Fourth Series of
Class 6 Preferred Shares:
The First to the Fourth Series of
Class 7 Preferred Shares:
Amount to be determined by resolution of the Board of Directors
adopted at the time of issuance of the Class 3 Preferred Shares, up
to one hundred twenty-five thousand (125,000) yen per share
Amount to be determined by resolution of the Board of Directors
adopted at the time of issuance of the Class 5 Preferred Shares, up
to one hundred twenty-five thousand (125,000) yen per share
Amount to be determined by resolution of the Board of Directors
adopted at the time of issuance of the Class 6 Preferred Shares, up
to sixty-two thousand five hundred (62,500) yen per share
Amount to be determined by resolution of the Board of Directors
adopted at the time of issuance of the Class 7 Preferred Shares, up
to sixty-two thousand five hundred (62,500) yen per share
Class 8 Preferred Shares:
Seven thousand nine hundred fifty (7,950) yen per share
Class 9 Preferred Shares:
Nine thousand three hundred (9,300) yen per share
Class 10 Preferred Shares:
Nine thousand seven hundred (9,700) yen per share
Class 11 Preferred Shares:
Two thousand six hundred fifty (2,650) yen per share
Class 12 Preferred Shares:
Five thousand seven hundred fifty (5,750) yen per share
5
(Distribution of Residual Assets)
Article 14.
1.
If the Company distributes its residual assets in cash upon liquidation, the Company shall pay cash to the
Preferred Shareholders or Registered Preferred Share Pledgees with priority over the Ordinary Shareholders,
Registered Ordinary Share Pledgees or Fractional Ordinary Shareholders in such respective amount as
prescribed below:
Class 3 Preferred Shares:
Two million five hundred thousand (2,500,000) yen per share
The First to the Fourth Series of
Class 5 Preferred Shares:
The First to the Fourth Series of
Class 6 Preferred Shares:
The First to the Fourth Series of
Class 7 Preferred Shares:
Two million five hundred thousand (2,500,000) yen per share
Two million five hundred thousand (2,500,000) yen per share
Two million five hundred thousand (2,500,000) yen per share
Class 8 Preferred Shares:
Three million (3,000,000) yen per share
Class 9 Preferred Shares:
Two million (2,000,000) yen per share
Class 10 Preferred Shares:
Two million (2,000,000) yen per share
Class 11 Preferred Shares:
One million (1,000,000) yen per share
Class 12 Preferred Shares:
One million (1,000,000) yen per share
2.
The Company shall not make a distribution of residual assets other than as provided for in the preceding
paragraph to the Preferred Shareholders or Registered Preferred Share Pledgees.
(Voting Rights)
Article 15.
Unless otherwise provided for by laws or regulations, the Preferred Shareholders shall not have voting rights
at any general meeting of shareholders; provided, however, that the Preferred Shareholders shall have voting
rights from (i) the commencement of an ordinary general meeting of shareholders in the event that no proposal
for declaration of the Preferred Dividends be paid to the Preferred Shareholders is submitted to such ordinary
general meeting of shareholders or (ii) the close of an ordinary general meeting of shareholders in the event that
such proposal is rejected at such ordinary general meeting of shareholders, until, in either case, a proposal for
declaration of the Preferred Dividends be paid to the Preferred Shareholders is approved at an ordinary general
meeting of shareholders.
(Consolidation or Split of Preferred Shares and Rights to Be Allotted Shares, etc.)
Article 16.
1. Unless otherwise provided for by laws or regulations, the Company shall not consolidate or split any
Preferred Shares.
2.
3.
The Company shall not grant the Preferred Shareholders any rights to be allotted shares or stock acquisition
rights.
The Company shall not grant the Preferred Shareholders any rights for the free allotment of shares or stock
acquisition rights.
6
(Provisions for Acquisition)
Article 17.
1.
In respect of Class 3 Preferred Shares, the First to the Fourth Series of Class 5 Preferred Shares and/or the
First to the Fourth Series of Class 6 Preferred Shares, the Company may, after issuance of the respective
Preferred Shares and after the lapse of the period designated by resolution of the Board of Directors adopted
at the time of the issuance of respective Preferred Shares, acquire such Preferred Shares, in whole or in part,
in exchange for the amount of cash as deemed appropriate as the acquisition price giving due consideration
to the prevailing market conditions, as determined by such resolution of the Board of Directors, on a certain
date as separately determined by the Company by a resolution of the Board of Directors after the issue of the
relevant Preferred Shares.
2.
Partial acquisition shall be effected pro rata or in lot.
(Right to Request Acquisition)
Article 18.
1. Any holder of the First to the Fourth Series of Class 6 or the First to the Fourth Series of Class 7 Preferred
Shares may request acquisition of such Preferred Shares during the period in which such Preferred
Shareholder is entitled to request acquisition as determined by resolution of the Board of Directors adopted
at the time of issuance of such Preferred Shares, in exchange for Ordinary Shares of the Company in the
number as is calculated by the formula designated by such resolution.
2. Any holder of Class 8 Preferred Shares through Class 12 Preferred Shares may request acquisition of the
relevant Preferred Shares during the period in which such Preferred Shareholder is entitled to request
acquisition as provided for in Attachments 1 through 5, in exchange for Ordinary Shares of the Company in
the number as is calculated by the formula provided for in such Attachments 1 through 5.
(Mandatory Acquisition)
Article 19.
1.
The Company shall mandatorily acquire any of the First to the Fourth Series of Class 6 Preferred Shares or
the First to the Fourth Series of Class 7 Preferred Shares for which no request for acquisition is made during
the period in which the holders of such Preferred Shares is entitled to request acquisition on the day
immediately following the last day of such period in exchange for Ordinary Shares in the number as is
obtained by dividing an amount equivalent to the subscription price per each relevant Preferred Share by the
average daily closing price (including closing bids or offered prices) of Ordinary Shares of the Company (in
regular trading) as reported by the Tokyo Stock Exchange for the thirty (30) consecutive trading days
(excluding a trading day or days on which no closing price or closing bid or offered price is reported)
commencing on the forty-fifth (45th) trading day prior to such date; provided, however, that such
calculation shall be made to the second decimal place denominated in yen, and rounded up to one decimal
place when the fraction beyond it is equal to or more than 0.05 yen, discarding amounts less than 0.05 yen.
If the relevant average price is less than the amount determined by resolution of the Board of Directors
adopted at the time of issuance of respective Preferred Shares, the relevant Preferred Shares shall be
acquired in exchange for Ordinary Shares in the number as is obtained by dividing an amount equivalent to
the subscription price per each relevant Preferred Shares by an amount so determined by such resolution of
the Board of Directors.
2.
The Company shall mandatorily acquire any of Class 8 Preferred Shares through Class 12 Preferred Shares
for which no request for acquisition is made during the period in which such Preferred Shareholder is
entitled to request for acquisition on the day immediately following the last day of such period in exchange
for Ordinary Shares in the number as is obtained by dividing an amount equivalent to the subscription price
per each relevant Preferred Share by the average daily closing price (including closing bids or offered
7
prices) of Ordinary Shares of the Company (in regular trading) as reported by the Tokyo Stock Exchange for
the thirty (30) consecutive trading days (excluding a trading day or days on which no closing price or
closing bid or offered price is reported) commencing on the forty-fifth (45th) trading day prior to such date;
provided, however, that such calculation shall be made to units of ten (10) denominated in Yen, and rounded
up to the nearest hundred (100) yen when the fraction is equal to or more than fifty (50) yen, discarding
amounts less than fifty (50) yen. If the relevant average price is less than such respective amount as set forth
below, the relevant Preferred Shares shall be acquired in exchange for Ordinary Shares in the number as is
obtained by dividing the amount equivalent to the subscription price per each relevant Preferred Share by
such respective amount as set forth below.
Class 8 Preferred Shares:
One million two hundred nine thousand seven hundred (1,209,700) yen
per share
Class 9 Preferred Shares:
Nine hundred ten thousand five hundred (910,500) yen per share
Class 10 Preferred Shares: Nine hundred ten thousand five hundred (910,500) yen per share
Class 11 Preferred Shares:
Eight hundred two thousand six hundred (802,600) yen per share
Class 12 Preferred Shares:
Seven hundred ninety-five thousand two hundred (795,200) yen per
share
3.
In respect of Class 8 Preferred Shares through Class 12 Preferred Shares, the amount equivalent to the
subscription price referred to in the preceding paragraph shall be such respective amount as prescribed
below.
Class 8 Preferred Shares:
Three million (3,000,000) yen per share
Class 9 Preferred Shares:
Two million (2,000,000) yen per share
Class 10 Preferred Shares:
Two million (2,000,000) yen per share
Class 11 Preferred Shares: One million (1,000,000) yen per share
Class 12 Preferred Shares: One million (1,000,000) yen per share
4.
In the calculation of the number of Ordinary Shares provided for in Paragraph 1 and Paragraph 2 of this
article, if any number less than one (1) share is yielded, such fractions shall be handled by the method
provided for in Article 234 of the Corporation Act.
(Order of Priority)
Article 20.
All classes of Preferred Shares shall rank pari passu with each other in respect of the payment of Preferred
Dividends and Preferred Interim Dividends and the distribution of residual assets.
(Prescription Period)
Article 21.
The provisions set forth in Article 50 of these Articles shall apply mutatis mutandis to the payment of
Preferred Dividends and Preferred Interim Dividends.
8
CHAPTER IV.
GENERAL MEETING OF SHAREHOLDERS
(Convocation)
Article 22.
1. An ordinary general meeting of shareholders shall be convened within three (3) months from the last day of
each business year.
2. An extraordinary general meeting of shareholders shall be convened whenever necessary.
(Chairman)
Article 23.
1.
2.
The President and Director of the Company shall act as chairman of general meetings of shareholders.
If the President and Director is unable to act as such, one of the other Directors shall act as chairman in
accordance with the order of priority previously determined by the Board of Directors.
(Disclosure via Internet and Deemed Delivery of Reference Documents, etc. for General Meetings of
Shareholders)
Article 24.
Upon convening a general meeting of shareholders, the Company may deem that the information required to
be described or indicated in the reference documents for the general meeting of shareholders, business reports,
financial statements and consolidated financial statements shall have been provided to the shareholders when
such information is disclosed, pursuant to the Ministry of Justice Ordinances, through a method that uses the
Internet.
(Method of Resolution)
Article 25.
1. Unless otherwise provided for by law or regulation or these Articles of Incorporation, resolutions of a
general meeting of shareholders shall be adopted by an affirmative vote of a majority of the voting rights of
the shareholders in attendance who are entitled to vote.
2. Resolutions of a general meeting of shareholders provided for in Article 309, Paragraph 2 of the Corporation
Act and resolutions of a general meeting of shareholders for which the method of resolution provided for in
the said Paragraph shall be applied mutatis mutandis pursuant to the Corporation Act and other laws and
regulations shall be adopted by an affirmative vote of two-thirds (2/3) or more of the voting rights of the
shareholders in attendance who hold in the aggregate not less than one-third (1/3) of the total number of
voting rights of all shareholders who are entitled to vote.
(Voting by Proxy)
Article 26.
1.
2.
Shareholders may exercise their voting rights at a general meeting of shareholders by appointing one
(1) proxy who is one (1) shareholder of the Company entitled to exercise its own voting rights at such
meeting.
In the case of the preceding paragraph, the shareholder or the proxy thereof shall submit to the Company a
document evidencing authority of the proxy to act as such at each general meeting of shareholders.
9
(Minutes)
Article 27.
The proceedings of general meetings of shareholders shall be stated or recorded in the minutes pursuant to
laws and regulations.
(General Meetings of Holders of Classes of Shares)
Article 28.
1.
2.
3.
The provisions of Articles 23, 24, 26 and 27 of these Articles shall apply mutatis mutandis to general
meetings of class shareholders.
The provisions of Article 25, Paragraph 1 of these Articles shall apply mutatis mutandis to the resolutions of
general meetings of class shareholders made pursuant to Article 324, Paragraph 1 of the Corporation Act.
The provisions of Article 25, Paragraph 2 of these Articles shall apply mutatis mutandis to the resolutions of
general meetings of class shareholders made pursuant to Article 324, Paragraph 2 of the Corporation Act.
CHAPTER V.
DIRECTORS AND BOARD OF DIRECTORS
(Number of Directors and Method of Election)
Article 29.
1.
The Company shall have not more than twenty (20) Directors, who shall be elected at a general meeting of
shareholders.
2. A resolution for the election of Directors shall be adopted at a general meeting of shareholders by an
affirmative vote of a majority of the voting rights of the shareholders in attendance who hold voting rights
representing in the aggregate one-third (1/3) or more of the total number of voting rights of all shareholders
who are entitled to vote.
3. Resolutions for the election of Directors shall not be made by cumulative voting.
(Term of Office)
Article 30.
The term of office of Directors shall expire at the close of the ordinary general meeting of shareholders held
in respect of the last business year ending one (1) year after their election.
(Representative Director and Directors with Executive Power)
Article 31.
1.
The Board of Directors shall, by resolution, elect Representative Director(s) from among the Directors.
2. Representative Directors shall severally represent the Company.
3.
4.
The Board of Directors shall, by resolution, appoint the President and Director.
The Board of Directors may, by resolution, appoint the Chairman and Director, several Deputy Chairman
and Directors, Deputy Presidents, Senior Managing Directors and Managing Directors.
10
(Board of Directors)
Article 32.
1.
The Board of Directors shall determine the management of the affairs of the Company and supervise the
performance of duties of Directors.
2. Unless otherwise provided for by laws and regulations, the Chairman and Director shall convene meetings
of the Board of Directors and act as chairman. If the Chairman and Director is unable to act as such, or if the
Board of Directors does not appoint the Chairman and Director by its resolution, one of the other Directors
shall act as Chairman and Director in accordance with the order of priority previously determined by the
Board of Directors.
3. Notice to convene a meeting of the Board of Directors shall be given to each Director and Corporate
Auditor at least three (3) days prior to the date of such meeting; provided, however, that the foregoing shall
not apply in cases of emergency.
4. Unless otherwise provided for by law or regulation, resolutions of a meeting of the Board of Directors shall
be adopted by an affirmative vote of a majority of the Directors present who constitute in number a majority
of all the Directors of the Company.
5. With respect to the matters to be resolved by the Board of Directors, the Company shall deem that such
matters were approved by a resolution of the Board of Directors when all the Directors express their
agreement in writing or by an electromagnetic device; provided, however, that this provision shall not apply
when any Corporate Auditor expresses his/her objection to such matters.
6.
The proceedings of meetings of the Board of Directors shall, pursuant to laws and regulations, be stated or
recorded in the minutes, to which the Directors and Corporate Auditors present shall put their names and
affix their seals or electronic signatures.
(Remuneration, etc. for Directors)
Article 33.
Remuneration, etc. for Directors shall be determined by resolution of general meeting of shareholders.
(Exemption from Liability of Directors)
Article 34.
In accordance with the provisions of Article 426, Paragraph 1 of the Corporation Act, the Company may, by
a resolution of the Board of Directors, exempt Directors (including former Directors) from their liabilities
provided for in Article 423, Paragraph 1 of the Corporation Act within the limits stipulated by laws and
regulations provided that such Director is bona fide and without gross negligence.
(Limited Liability Agreement with Outside Director)
Article 35.
Pursuant to the provisions of Article 427, Paragraph 1 of the Corporation Act, the Company may execute
agreements with Outside Directors, which limit the liability of such Outside Directors arising from any act
provided for in Article 423, Paragraph 1 of the Corporation Act; provided, however, that the limit of the liability
under such agreements shall be the greater of an amount determined in advance which shall not be less than
ten million (10,000,000) yen or the minimum liability amount prescribed by laws or regulations.
11
CHAPTER VI.
CORPORATE AUDITORS AND
BOARD OF CORPORATE AUDITORS
(Number of Corporate Auditors and Method of Election)
Article 36.
1.
The Company shall have not more than seven (7) Corporate Auditors, who shall be elected at a general
meeting of shareholders.
2. A resolution for the election of Corporate Auditors shall be adopted at a general meeting of shareholders by
an affirmative vote of a majority of the voting rights of the shareholders in attendance, who hold voting
rights representing in the aggregate one-third (1/3) or more of the total number of voting rights of all
shareholders who are entitled to vote.
(Term of Office)
Article 37.
The term of office of Corporate Auditors shall expire at the close of the ordinary general meeting of
shareholders held in respect of the last business year ending four (4) years after their election.
(Full-time Corporate Auditors)
Article 38.
The Board of Corporate Auditors shall appoint several full-time Corporate Auditors from among the
Corporate Auditors.
(Board of Corporate Auditors)
Article 39.
1.
The Board of Corporate Auditors shall have the authority provided for by law and regulation and also shall
determine matters concerning the performance of duties by Corporate Auditors; provided, however, that the
Board of Corporate Auditors shall not prevent the Corporate Auditors from exercising their power and
authority.
2. Notice to convene a meeting of the Board of Corporate Auditors shall be given to each Corporate Auditor at
least three (3) days prior to the date of such meeting; provided, however, that the foregoing shall not apply
in cases of emergency.
3. Unless otherwise provided for by law or regulation, resolutions of a meeting of the Board of Corporate
Auditors shall be adopted by an affirmative vote of a majority of the Corporate Auditors.
4.
The proceedings of meetings of the Board of Corporate Auditors shall be stated or recorded in the minutes
pursuant to laws and regulations, to which the Corporate Auditors present shall put their names and affix
their seals or electronic signatures.
(Remuneration, etc. for Corporate Auditors)
Article 40.
Remuneration, etc. for Corporate Auditors shall be determined by resolution of general meeting of
shareholders.
12
(Exemption from Liability of Corporate Auditors)
Article 41.
In accordance with the provisions of Article 426, Paragraph 1 of the Corporation Act, the Company may, by
a resolution of the Board of Auditors, exempt Corporate Auditors (including former Corporate Auditors) from
their liabilities provided for in Article 423, Paragraph 1 of the Corporation Act within the limits stipulated by
laws and regulations provided that such Corporate Auditor is bona fide and without gross negligence.
(Limited Liability Agreement with Outside Corporate Auditor)
Article 42.
Pursuant to the provisions of Article 427, Paragraph 1 of the Corporation Act, the Company may execute
agreements with Outside Corporate Auditors, limiting the liability of such Outside Corporate Auditors arising
from any act provided for in Article 423, Paragraph 1 of the Corporation Act; provided, however, that the limit of
the liability under such agreements shall be the greater of an amount determined in advance which shall not be
less than ten million (10,000,000) yen or the minimum liability amount prescribed by laws or regulations.
CHAPTER VII.
ACCOUNTING AUDITOR
(Method of Election)
Article 43.
The Accounting Auditor shall be elected at a general meeting of shareholders.
(Term of Office)
Article 44.
1.
2.
The term of office of the Accounting Auditor shall expire at the close of the ordinary general meeting of
shareholders held in respect of the last business year ending one (1) year after his/her assumption of office.
The Accounting Auditor shall be deemed to be reappointed at a general meeting of shareholders provided
that there is no resolution to the contrary.
(Remuneration, etc. for Accounting Auditor)
Article 45.
Remuneration, etc. for the Accounting Auditor shall be determined by the Representative Director with the
consent of the Board of Corporate Auditors.
CHAPTER VIII.
ACCOUNTS
(Business Year)
Article 46.
The business year of the Company shall commence on April 1 of each year and end on March 31 of the
following year.
13
(Acquisition of Own Shares)
Article 47.
Unless otherwise provided for by laws or regulations, the company may determine by a resolution of the
Board of Directors to acquire its own shares by obtaining consent of the shareholders as provided for in Article
459, Paragraph 1, Item 1 of the Corporation Law.
(Year-End Dividends)
Article 48.
The Company shall distribute cash dividends from surplus (referred to as the “Year-End Dividends” in these
Articles of Incorporation) to the shareholders or registered share pledgees whose names have been entered or
recorded in the latest register of shareholders as well as to the fractional shareholders whose names have been
entered or recorded in the latest ledger of fractional shares as of March 31 of each year.
(Interim Dividends)
Article 49.
By resolution of the Board of Directors, the Company may distribute cash dividends from surplus pursuant
to Article 454, Paragraph 5 of the Corporation Act (referred to as the “Interim Dividends” in these Articles of
Incorporation) to the shareholders or registered share pledgees whose names have been entered or recorded in the
latest register of shareholders as well as to the fractional shareholders whose names have been entered or
recorded in the latest ledger of fractional shares as of September 30 of each year.
(Prescription Period for Payment of Dividends)
Article 50.
In the event that the dividends from surplus are to be paid in cash, the Company shall be released from the
obligation to distribute dividends from surplus if such distribution has not been accepted after the lapse of five
(5) full years from the date of commencement of payment thereof. Year-End Dividends and Interim Dividends of
the Company shall bear no interest.
- End -
14
Date of Establishment
April 2, 2001
Date of Amendment
June 27, 2002
June 27, 2003
June 29, 2004
June 29, 2005
October 1, 2005 (However, the Amendments to Articles of 5, 11, 12 (except for the amendment to Article 12
changing the reference to Article 37 into that to Article 38), 13,17, 18 and 39 shall be effective
from October 3, 2005. )
June 29, 2006
15
(Attachment 1)
Request for Acquisition of Class 8 Preferred Shares
Any Class 8 Preferred Shareholder may request acquisition of Class 8 Preferred Shares during the period in
which such Preferred Shareholder is entitled to request acquisition as provided for in Paragraph 1 of this
Attachment, in exchange for Ordinary Shares of the Company in the number as is calculated by the formula
provided for in Paragraph 2 and 3 of this Attachment.
1.
Period during which Preferred Shareholders are Entitled to Request Acquisition
On and after the issuance date of the Class 8 Preferred Shares to and including July 31, 2008
2. Number of Ordinary Shares to be Delivered in Exchange for Acquisition
The number of the Ordinary Shares to be delivered in exchange for acquisition of Class 8 Preferred Shares
shall be as follows:
Number of the Ordinary
Shares to be delivered in
exchange for acquisition
=
Number of the Class 8
Preferred Shares requested for
acquisition by their holders
Acquisition price
x
3,000,000 yen
In the calculation of the number of the Ordinary Shares to be delivered in exchange for acquisition, it shall
be calculated to the third decimal place and such third decimal place shall be rounded up to the nearest
second decimal place. In the calculation of the number of Ordinary Shares provided for above, if any
number less than one (1) share is yielded, such fractions shall be handled by the method provided for in
Article 167, Paragraph 3 of the Corporation Act.
3. Acquisition Price and Other Conditions
a.
Initial Acquisition Price
The initial acquisition price shall be one million six hundred ninety-three thousand five hundred
(1,693,500) yen.
b. Reset of Acquisition Price
The acquisition price shall be reset on August 1, 2006 and August 1, 2007 (each, hereinafter referred to
as the “Reset Date”) to the amount obtained by multiplying the average daily closing price (including
closing bids or offered prices) of the Ordinary Shares of the Company (in regular trading) as reported
by the Tokyo Stock Exchange for the thirty (30) consecutive trading days (excluding a trading day or
days on which no closing price or closing bid or offered price is reported) commencing on the forty-
fifth (45th) trading day prior to the relevant Reset Date by 1.025 (calculated by rounding up to the
nearest hundred (100) yen when the fraction is equal to or more than fifty (50) yen, discarding amounts
less than fifty (50) yen); provided, however, that if the acquisition price so calculated is less than one
million six hundred ninety-three thousand and five hundred (1,693,500) yen (subject to any adjustment
in accordance with c. below) (hereinafter referred to as the “Acquisition Floor Price”), the acquisition
price shall be equal to the Acquisition Floor Price. If, during the above-described forty-five
(45) trading day period, any event has occurred which would require an adjustment in accordance with
c. below, the average price above shall be adjusted in a manner consistent with c. below.
c. Adjustment of Acquisition Price
(a) After the issuance of the Class 8 Preferred Shares, the acquisition price (including the Acquisition
Floor Price) will be adjusted in accordance with the following formula (hereinafter referred to as
the “Acquisition Price Adjustment Formula”) in the event any of the items set forth below occurs;
provided, however, that if the acquisition price when adjusted in accordance with the Acquisition
Price Adjustment Formula is less than one hundred thousand (100,000) yen, the acquisition price
after adjustment shall be one hundred thousand (100,000) yen.
16
Acquisition
price after
adjustment
=
Acquisition
price before
adjustment
x
Number of
Ordinary Shares
already issued
+
Number of Ordinary
Shares to be newly
issued or transferred
x
Subscription
price per share
Current market price per share
Number of Ordinary Shares
already issued
+
Number of Ordinary Shares to be newly
issued or transferred
(i)
In the event that the Company issues Ordinary Shares or transfers Ordinary Shares held by
the Company at a subscription price less than the current market price to be used in the
Acquisition Price Adjustment Formula (except for any acquisition of securities (interests)
which will be acquired by the Company in exchange for the Ordinary Shares or securities
(interests) which will be caused by the holder of such securities (interests) to be acquired by
the Company in exchange for the Ordinary Shares, or the exercise of stock acquisition
rights):
The acquisition price after adjustment shall become effective as of the date immediately
following the payment date or the last date of the payment period, or as of the date
immediately following the record date (if set) for the issuance or the transfer of such
Ordinary Shares to shareholders.
(ii)
In the event that the Company splits Ordinary Shares or conducts free allotment of Ordinary
Shares (including those in which the Company transfers its own shares):
The acquisition price after adjustment shall become effective as of the date immediately
following the record date set for the stock split or free allotment of such Ordinary Shares.
However, if the Board of Directors of the Company determines that the stock split or free
allotment of Ordinary Shares (including the cases in which the Company transfers its own
shares) thereby shall be effected by an increase of stated capital by virtue of the reduction of
the amount of surplus and the record date set for the stock split or free allotment of such
Ordinary Shares to shareholders falls on or prior to the date of the closing of the relevant
ordinary general meeting of shareholders held to approve the increase of the stated capital,
the acquisition price after adjustment shall become effective as of the date immediately
following the date on which the ordinary general meeting of shareholders approving such
increase is concluded.
(iii) In the event that the Company issues (including free allotment) securities (interests) which
will be acquired by the Company in exchange for the Ordinary Shares or the stock
acquisition rights to acquire Ordinary Shares, or securities (interests) which will be caused by
the holder of such securities (interests) to be acquired by the Company in exchange for the
Ordinary Shares, or the stock acquisition rights to acquire Ordinary Shares (including the
bonds with stock acquisition rights), in either case, at a price less than the current market
price to be applied to the Acquisition Price Adjustment Formula:
The acquisition price after adjustment shall become effective as of the date immediately
following the payment date or the last date of the payment period of such securities
(interests) or as of the date immediately following the record date (if set) for the issuance or
the issuance of such securities (interests) to shareholders, on the assumption that all such
securities (interests) are acquired or all the stock acquisition rights are exercised on the
payment date or the last date of the payment period of such securities (interests) or at the
close of the record date set for the issuance of such securities (interests), as the case may be.
(b)
In addition to the events set forth above, if an adjustment of the acquisition price (including the
Acquisition Floor Price) is required by virtue of any amalgamation or merger, capital reduction, or
consolidation of Ordinary Shares, etc., the acquisition price shall be adjusted to such price as the
Board of Directors of the Company determines appropriate.
17
(c) The “Current market price per share” in the Acquisition Price Adjustment Formula means the
average daily closing price (including closing bids or offered prices) of Ordinary Shares of the
Company (in regular trading) as reported by the Tokyo Stock Exchange for the thirty
(30) consecutive trading days (excluding a trading day or days on which no closing price or
closing bid or offered price is reported) commencing on the forty-fifth (45th) trading day prior to
the date on which the acquisition price after adjustment becomes effective (or, in the case as
provided for in the proviso of c. (a) (ii) above, the record date set for the stock split or free
allotment of Ordinary Shares to shareholders), calculated by rounding up to the nearest hundred
(100) yen when the fraction is equal to or more than fifty (50) yen, discarding amounts less than
fifty (50) yen.
If any of the events of adjustment of acquisition price as set forth in c. (a) or (b) above occurs
during the above forty-five (45) trading day period, the average price above shall be adjusted in a
manner consistent with c. (a) or (b) above.
(d) The “Acquisition price before adjustment” in the Acquisition Price Adjustment Formula means
the acquisition price in effect on the date immediately preceding the date on which the acquisition
price after adjustment becomes effective, and the “Number of Ordinary Shares already issued” in
the Acquisition Price Adjustment Formula means the number of Ordinary Shares of the Company
issued and outstanding (excluding the number of Ordinary Shares held by the Company) on the
record date (if set) for the issuance, transfer, stock split or free allotment to shareholders, or if
such date is not set, on the date one (1) calendar month prior to the date on which the acquisition
price after adjustment is to become effective.
(e) The “Subscription price per share” in the Acquisition Price Adjustment Formula means (1) in the
event that the Company issues or transfers Ordinary Shares with a subscription price less than the
current market price as set forth in c. (a) (i) above, such subscription price (in the event that
payment thereof is made by any consideration other than cash, the fair value of such
consideration), (2) in the event that the Company splits Ordinary Shares or conducts free allotment
of Ordinary Shares as set forth in c. (a) (ii) above (including those in which the Company transfers
its own shares), zero, and (3) in the event that the Company issues (including free allotment)
securities (interests) which will be acquired by the Company in exchange for the Ordinary Shares
or the stock acquisition rights to acquire Ordinary Shares, securities (interests) which will be
caused by the holder of such securities (interests) to be acquired by the Company in exchange for
the Ordinary Shares, or the stock acquisition rights to acquire Ordinary Shares (including the
bonds with stock acquisition rights) at a price less than the current market price as set forth in
c. (a) (iii) above, the relevant acquisition or exercise price.
(f) The result of the calculation by the Acquisition Price Adjustment Formula shall be rounded up to
the nearest hundred (100) yen when the fraction is equal to or more than fifty (50) yen, discarding
amounts less than fifty (50) yen.
(g)
In the event that the difference between the acquisition price after adjustment calculated by the
Acquisition Price Adjustment Formula and the acquisition price before adjustment is less than one
thousand (1,000) yen, no adjustment shall be made; provided, however, that if any event occurs
thereafter that would require adjustment of the acquisition price, when calculating the acquisition
price, such difference shall be deducted from the acquisition price before adjustment in the
Acquisition Price Adjustment Formula.
- End -
18
(Attachment 2)
Request for Acquisition of Class 9 Preferred Shares
Any Class 9 Preferred Shareholder may request acquisition of Class 9 Preferred Shares during the period in
which such Preferred Shareholder is entitled to request acquisition as provided for in Paragraph 1 of this
Attachment, in exchange for Ordinary Shares of the Company in the number as is calculated by the formula
provided for in Paragraph 2 and 3 of this Attachment.
1.
Period during which Preferred Shareholders are Entitled to Request Acquisition
On and after the issuance date of the Class 9 Preferred Shares to and including March 30, 2009
2. Number of Ordinary Shares to be Delivered in Exchange for Acquisition
The number of the Ordinary Shares to be delivered in exchange for acquisition of Class 9 Preferred Shares
shall be as follows:
Number of the Ordinary
Shares to be delivered in
exchange for acquisition
=
Number of the Class 9 Preferred
Shares requested for acquisition
by their holders
x Delivery Ratio
In the calculation of the number of the Ordinary Shares to be delivered in exchange for acquisition, it shall
be calculated to the third decimal place and such third decimal place shall be rounded up to the nearest
second decimal place. In the calculation of the number of Ordinary Shares provided for above, if any
number less than one (1) share is yielded, such fractions shall be handled by the method provided for in
Article 167, Paragraph 3 of the Corporation Act.
3. Delivery Ratio and Other Conditions
a.
Initial Delivery Ratio
Any Class 9 Preferred Shareholder may request acquisition of Class 9 Preferred Shares in exchange for
Ordinary Shares of the Company at the following delivery ratio per Class 9 Preferred Share (hereinafter
referred to as the “Initial Delivery Ratio”):
Initial Delivery Ratio = 2.197
b. Reset of Delivery Ratio
The Initial Delivery Ratio shall be reset on October 5 of each year from 2005 through and including
2008 (each, hereinafter referred to as the “Reset Date”) to such delivery ratio as calculated by the
following formula (hereinafter referred to as the “Delivery Ratio After Reset”). The Delivery Ratio
After Reset shall be calculated to the fourth decimal place and rounded up to the nearest third decimal
place when the fraction beyond it is equal to or more than 0.0005, discarding fractions less than 0.0005.
Delivery Ratio After Reset
=
2,000,000 yen
Current market price x 1.035
However, if any amount less than one thousand (1,000) yen is produced by the calculation of the
current market price multiplied by 1.035, such amount shall be rounded up to the nearest one thousand
(1,000) yen. If as a result of the above calculation the Delivery Ratio After Reset exceeds 2.197
(subject to any adjustment in accordance with c. below) (hereinafter referred to as the “Delivery
Ceiling Ratio”), the Delivery Ratio After Reset shall be the Delivery Ceiling Ratio. The “Current
market price” in the above formula shall be the average daily closing price (including closing bids or
offered prices) of the Ordinary Shares of the Company (in regular trading) as reported by the Tokyo
Stock Exchange for the thirty (30) consecutive trading days (excluding a trading day or days on which
no closing price or closing bid or offered price is reported) commencing on the forty-fifth
(45th) trading day prior to the relevant Reset Date, calculated by rounding up to the nearest hundred
(100) yen when the fraction is equal to or more than fifty (50) yen, discarding amounts less than fifty
(50) yen.
19
c. Adjustment of Delivery Ratio
(a) After the issuance of the Class 9 Preferred Shares, the delivery ratio as set forth in a. and b. above
will be adjusted in accordance with the following formula (hereinafter referred to as the “Delivery
Ratio Adjustment Formula”) in the event any of the items set forth below occurs; provided,
however, that if the delivery ratio calculated by the Delivery Ratio Adjustment Formula exceeds
forty (40), the delivery ratio after adjustment shall be forty (40). The delivery ratio after
adjustment shall be calculated to the fourth decimal place and rounded up to the nearest third
decimal place when the fraction beyond it is equal to or more than 0.0005, discarding fractions
less than 0.0005.
Delivery
ratio after
adjustment
=
Delivery
ratio before
adjustment
x
Number of Ordinary
Shares already issued
+
Number of Ordinary Shares to
be newly issued or transferred
Number of
Ordinary Shares
already issued
+
Number of Ordinary
Shares to be newly
issued or transferred
Subscription
price per share
x
Current market price
(i)
In the event that the Company issues Ordinary Shares or transfers Ordinary Shares held by
the Company at a subscription price less than the current market price to be used in the
Delivery Ratio Adjustment Formula (except for any acquisition of securities (interests) which
will be acquired by the Company in exchange for the Ordinary Shares or securities (interests)
which will be caused by the holder of such securities (interests) to be acquired by the
Company in exchange for the Ordinary Shares, or the exercise of stock acquisition rights):
The delivery ratio after adjustment shall become effective as of the date immediately
following the payment date or the last date of the payment period, or as of the date
immediately following the record date (if set) for the issuance or the transfer of such
Ordinary Shares to shareholders.
(ii)
In the event that the Company splits Ordinary Shares or conducts free allotment of Ordinary
Shares (including those in which the Company transfers its own shares):
The delivery ratio after adjustment shall become effective as of the date immediately
following the record date set for the stock split or free allotment of such Ordinary Shares.
However, if the Board of Directors of the Company determines that the stock split or free
allotment of Ordinary Shares (including the cases in which the Company transfers its own
shares) thereby shall be effected by an increase of stated capital by virtue of the reduction of
the amount of surplus and the record date set for the stock split or free allotment of such
Ordinary Shares to shareholders falls on or prior to the date of the closing of the relevant
ordinary general meeting of shareholders held to approve the increase of the stated capital,
the delivery ratio after adjustment shall become effective as of the date immediately
following the date on which the ordinary general meeting of shareholders approving such
increase is concluded.
(iii) In the event that the Company issues (including free allotment) securities (interests) which
will be acquired by the Company in exchange for the Ordinary Shares or the stock
acquisition rights to acquire Ordinary Shares, or securities (interests) which will be caused by
the holder of such securities (interests) to be acquired by the Company in exchange for the
Ordinary Shares, or the stock acquisition rights to acquire Ordinary Shares (including the
bonds with stock acquisition rights), in either case, at a price less than the current market
price to be applied to the Delivery Ratio Adjustment Formula:
The delivery ratio after adjustment shall become effective as of the date immediately
following the payment date or the last date of the payment period of such securities
20
(interests) or as of the date immediately following the record date (if set) for the issuance or
the issuance of such securities (interests) to shareholders, on the assumption that all such
securities (interests) are acquired or all the stock acquisition rights are exercised on the
payment date or the last date of the payment period of such securities (interests) or at the
close of the record date set for the issuance of such securities (interests), as the case may be.
(b)
In addition to the events set forth above, if an adjustment of the delivery ratio is required by virtue
of any amalgamation or merger, capital reduction, or consolidation of shares, etc., the delivery
ratio shall be adjusted to such ratio as the Board of Directors of the Company determines
appropriate.
(c) The “Current market price” in the Delivery Ratio Adjustment Formula means the average daily
closing price (including closing bids or offered prices) of Ordinary Shares of the Company (in
regular trading) as reported by the Tokyo Stock Exchange for the thirty (30) consecutive trading
days (excluding a trading day or days on which no closing price or closing bid or offered price is
reported) commencing on the forty-fifth (45th) trading day prior to the date on which the delivery
ratio after adjustment becomes effective (or, in the case as provided for in the proviso of c.
(a) (ii) above, the record date set for the stock split or free allotment of Ordinary Shares to
shareholders), calculated by rounding up to the nearest hundred (100) yen when the fraction is
equal to or more than fifty (50) yen, discarding amounts less than fifty (50) yen.
(d) The “Delivery ratio before adjustment” in the Delivery Ratio Adjustment Formula means the
delivery ratio in effect on the date immediately preceding the date on which the delivery ratio after
adjustment becomes effective, and the “Number of Ordinary Shares already issued” in the
Delivery Ratio Adjustment Formula means the number of shares of the Company issued and
outstanding (excluding the number of Ordinary Shares held by the Company) on the record date
(if set) for the issuance, transfer, stock split or free allotment to shareholders, or if such date is not
set, on the date one (1) calendar month prior to the date on which the delivery ratio after
adjustment is to become effective.
- End -
21
(Attachment 3)
Request for Acquisition of Class 10 Preferred Shares
Any Class 10 Preferred Shareholder may request acquisition of Class 10 Preferred Shares during the period
in which such Preferred Shareholder is entitled to request acquisition as provided for in Paragraph 1 of this
Attachment, in exchange for Ordinary Shares of the Company in the number as is calculated by the formula
provided for in Paragraph 2 and 3 of this Attachment.
1.
Period during which Preferred Shareholders are Entitled to Request Acquisition
On and after the issuance date of the Class 10 Preferred Shares to and including March 30, 2009
2. Number of Ordinary Shares to be Delivered in Exchange for Acquisition
The number of the Ordinary Shares to be delivered in exchange for acquisition of Class 10 Preferred Shares
shall be as follows:
Number of the Ordinary
Shares to be delivered
in exchange for acquisition
=
Number of the Class 10
Preferred Shares requested for
acquisition by their holders
x Delivery Ratio
In the calculation of the number of the Ordinary Shares to be delivered in exchange for acquisition, it shall
be calculated to the third decimal place and such third decimal place shall be rounded up to the nearest
second decimal place. In the calculation of the number of Ordinary Shares provided for above, if any
number less than one (1) share is yielded, such fractions shall be handled by the method provided for in
Article 167, Paragraph 3 of the Corporation Act.
3. Delivery Ratio and Other Conditions
a.
Initial Delivery Ratio
Any Class 10 Preferred Shareholder may request acquisition of Class 10 Preferred Shares in exchange
for Ordinary Shares of the Company at the following delivery ratio per Class 10 Preferred Share
(hereinafter referred to as the “Initial Delivery Ratio”):
Initial Delivery Ratio = 2.197
b. Reset of Delivery Ratio
The Initial Delivery Ratio shall be reset on October 5 of each year from 2005 through and including
2008 (each, hereinafter referred to as the “Reset Date”) to such delivery ratio as calculated by the
following formula (hereinafter referred to as the “Delivery Ratio After Reset”). The Delivery Ratio
After Reset shall be calculated to the fourth decimal place and rounded up to the nearest third decimal
place when the fraction beyond it is equal to or more than 0.0005, discarding fractions less than 0.0005.
Delivery Ratio After Reset
=
2,000,000 yen
Current market price x 1.035
However, if any amount less than one thousand (1,000) yen is produced by the calculation of the current
market price multiplied by 1.035, such amount shall be rounded up to the nearest one thousand (1,000) yen.
If as a result of the above calculation the Delivery Ratio After Reset exceeds 2.197 (subject to any
adjustment in accordance with c. below) (hereinafter referred to as the “Delivery Ceiling Ratio”), the
Delivery Ratio After Reset shall be the Delivery Ceiling Ratio. The “Current market price” in the above
formula shall be the average daily closing price (including closing bids or offered prices) of the Ordinary
Shares of the Company (in regular trading) as reported by the Tokyo Stock Exchange for the thirty
(30) consecutive trading days (excluding a trading day or days on which no closing price or closing bid or
offered price is reported) commencing on the forty-fifth (45th) trading day prior to the relevant Reset Date,
calculated by rounding up to the nearest hundred (100) yen when the fraction is equal to or more than fifty
(50) yen, discarding amounts less than fifty (50) yen.
22
c. Adjustment of Delivery Ratio
(a) After the issuance of the Class 10 Preferred Shares, the delivery ratio as set forth in a. and b. above will
be adjusted in accordance with the following formula (hereinafter referred to as the “Delivery Ratio
Adjustment Formula”) in the event any of the items set forth below occurs; provided, however, that if
the delivery ratio calculated by the Delivery Ratio Adjustment Formula exceeds forty (40), the delivery
ratio after adjustment shall be forty (40). The delivery ratio after adjustment shall be calculated to the
fourth decimal place and rounded up to the nearest third decimal place when the fraction beyond it is
equal to or more than 0.0005, discarding fractions less than 0.0005.
Delivery
ratio after
adjustment
=
Delivery
ratio before
adjustment
x
Number of Ordinary
Shares already issued
+
Number of Ordinary Shares
to be newly issued or transferred
Number of
Ordinary Shares
already issued
+
Number of Ordinary
Shares to be newly
issued or transferred
x
Subscription
price per share
Current market price
(i)
In the event that the Company issues Ordinary Shares or transfers Ordinary Shares held by the
Company at a subscription price less than the current market price to be used in the Delivery Ratio
Adjustment Formula (except for any acquisition of securities (interests) which will be acquired by
the Company in exchange for the Ordinary Shares or securities (interests) which will be caused by
the holder of such securities (interests) to be acquired by the Company in exchange for the
Ordinary Shares, or the exercise of stock acquisition rights):
The delivery ratio after adjustment shall become effective as of the date immediately following
the payment date or the last date of the payment period, or as of the date immediately following
the record date (if set) for the issuance or the transfer of such Ordinary Shares to shareholders.
(ii)
In the event that the Company splits Ordinary Shares or conducts free allotment of Ordinary
Shares (including those in which the Company transfers its own shares):
The delivery ratio after adjustment shall become effective as of the date immediately following
the record date set for the stock split or free allotment of such Ordinary Shares.
However, if the Board of Directors of the Company determines that the stock split or free
allotment of Ordinary Shares (including the cases in which the Company transfers its own shares)
thereby shall be effected by an increase of stated capital by virtue of the reduction of the amount
of surplus and the record date set for the stock split or free allotment of such Ordinary Shares to
shareholders falls on or prior to the date of the closing of the relevant ordinary general meeting of
shareholders held to approve the increase of the stated capital, the delivery ratio after adjustment
shall become effective as of the date immediately following the date on which the ordinary
general meeting of shareholders approving such increase is concluded.
(iii) In the event that the Company issues (including free allotment) securities (interests) which will be
acquired by the Company in exchange for the Ordinary Shares or the stock acquisition rights to
acquire Ordinary Shares, or securities (interests) which will be caused by the holder of such
securities (interests) to be acquired by the Company in exchange for the Ordinary Shares, or the
stock acquisition rights to acquire Ordinary Shares (including the bonds with stock acquisition
rights), in either case, at a price less than the current market price to be applied to the Delivery
Ratio Adjustment Formula:
The delivery ratio after adjustment shall become effective as of the date immediately following
the payment date or the last date of the payment period of such securities (interests) or as of the
date immediately following the record date (if set) for the issuance or the issuance of such
securities (interests) to shareholders, on the assumption that all such securities (interests) are
23
acquired or all the stock acquisition rights are exercised on the payment date or the last date of the
payment period of such securities (interests) or at the close of the record date set for the issuance
of such securities (interests), as the case may be.
(b)
In addition to the events set forth above, if an adjustment of the delivery ratio is required by virtue of
any amalgamation or merger, capital reduction, or consolidation of shares, etc., the delivery ratio shall
be adjusted to such ratio as the Board of Directors of the Company determines appropriate.
(c) The “Current market price” in the Delivery Ratio Adjustment Formula means the average daily closing
price (including closing bids or offered prices) of Ordinary Shares of the Company (in regular trading)
as reported by the Tokyo Stock Exchange for the thirty (30) consecutive trading days (excluding a
trading day or days on which no closing price or closing bid or offered price is reported) commencing
on the forty-fifth (45th) trading day prior to the date on which the delivery ratio after adjustment
becomes effective (or, in the case as provided for in the proviso of c. (a)(ii) above, the record date set
for the stock split or free allotment of Ordinary Shares to shareholders), calculated by rounding up to
the nearest hundred (100) yen when the fraction is equal to or more than fifty (50) yen, discarding
amounts less than fifty (50) yen.
(d) The “Delivery ratio before adjustment” in the Delivery Ratio Adjustment Formula means the delivery
ratio in effect on the date immediately preceding the date on which the delivery ratio after adjustment
becomes effective, and the “Number of Ordinary Shares already issued” in the Delivery Ratio
Adjustment Formula means the number of shares of the Company issued and outstanding (excluding
the number of Ordinary Shares held by the Company) on the record date (if set) for the issuance,
transfer, stock split or free allotment to shareholders, or if such date is not set, on the date one
(1) calendar month prior to the date on which the delivery ratio after adjustment is to become effective.
- End -
24
(Attachment 4)
Request for Acquisition of Class 11 Preferred Shares
Any Class 11 Preferred Shareholder may request acquisition of Class 11 Preferred Shares during the period
in which such Preferred Shareholder is entitled to request acquisition as provided for in Paragraph 1 of this
Attachment, in exchange for Ordinary Shares of the Company in the number as is calculated by the formula
provided for in Paragraph 2 and 3 of this Attachment.
1.
Period during which Preferred Shareholders are Entitled to Request Acquisition
On and after the issuance date of the Class 11 Preferred Shares to and including July 31, 2014
2. Number of Ordinary Shares to be Delivered in Exchange for Acquisition
The number of the Ordinary Shares to be delivered in exchange for acquisition of Class 11 Preferred Shares
shall be as follows:
Number of the Ordinary
Shares to be delivered in
exchange for acquisition
Number of the Class 11
Preferred Shares requested for
acquisition by their holders
=
x
1,000,000 yen
Acquisition price
In the calculation of the number of the Ordinary Shares to be delivered in exchange for acquisition, it shall
be calculated to the third decimal place and such third decimal place shall be rounded up to the nearest
second decimal place. In the calculation of the number of Ordinary Shares provided for above, if any
number less than one (1) share is yielded, such fractions shall be handled by the method provided for in
Article 167, Paragraph 3 of the Corporation Act.
3. Acquisition Price and Other Conditions
a.
Initial Acquisition Price
The initial acquisition price shall be nine hundred eighteen thousand seven hundred (918,700) yen.
b. Reset of Acquisition Price
If the average daily closing price (including closing bids or offered prices) of Ordinary Shares of the
Company (in regular trading) as reported by the Tokyo Stock Exchange (any fraction less than one
thousand (1,000) yen being rounded up to the nearest one thousand (1,000) yen) for thirty
(30) consecutive Trading Days (“Trading Day” means a day on which a closing price (including
closing bids or offered prices) (in regular trading) for the Ordinary Shares of the Company is reported
on the Tokyo Stock Exchange) (such thirty (30) Trading Day period shall hereinafter be referred to as
the “Reset Calculation Period”) ending on July 15 of each year from 2006 through and including 2013
(or, if any such day is not a Trading Day, the Trading Day immediately preceding such day) (each,
hereinafter referred to as the “Setting Date”) is at least one thousand (1,000) yen less than the
acquisition price effective as of the relevant Setting Date, the acquisition price shall, effective as of the
August 1 immediately following the relevant Setting Date (each, hereinafter referred to as the
“Effective Date”), be reset to the average daily closing price as calculated in the manner set forth
above.
However, if such amount so calculated is less than nine hundred eighteen thousand seven hundred
(918,700) yen (subject to any adjustment in accordance with c. below) (hereinafter referred to as the
“Acquisition Floor Price”), the acquisition price shall be equal to the Acquisition Floor Price. If, during
the Reset Calculation Period, any event has occurred which would require adjustment in accordance
with c. below, the average price above shall be adjusted in a manner consistent with c. below.
c. Adjustment of Acquisition Price
(a) After the issuance of the Class 11 Preferred Shares, the acquisition price (including the
Acquisition Floor Price) will be adjusted in accordance with the following formula (hereinafter
25
referred to as the “Acquisition Price Adjustment Formula”) in the event any of the items set forth
below occurs; provided, however, that if the acquisition price when adjusted in accordance with
the Acquisition Price Adjustment Formula is less than one hundred thousand (100,000) yen, the
acquisition price after adjustment shall be one hundred thousand (100,000) yen.
Acquisition
price after
adjustment
=
Acquisition
price before
adjustment
x
Number of
Ordinary Shares
already issued
+
Number of Ordinary
Shares to be newly
issued or transferred
x
Subscription
price per share
Current market price per share
Number of Ordinary Shares
already issued
+
Number of Ordinary Shares to be newly
issued or transferred
(i)
In the event that the Company issues Ordinary Shares or transfers Ordinary Shares held by the
Company at a subscription price less than the current market price to be used in the Acquisition
Price Adjustment Formula (except for any acquisition of securities (interests) which will be
acquired by the Company in exchange for the Ordinary Shares or securities (interests) which will
be caused by the holder of such securities (interests) to be acquired by the Company in exchange
for the Ordinary Shares, or the exercise of stock acquisition rights):
The acquisition price after adjustment shall become effective as of the date immediately following
the payment date or the last date of the payment period, or as of the date immediately following
the record date (if set) for the issuance or the transfer of such Ordinary Shares to shareholders.
(ii)
In the event that the Company splits Ordinary Shares or conducts free allotment of Ordinary
Shares (including those in which the Company transfers its own shares):
The acquisition price after adjustment shall become effective as of the date immediately following
the record date set for the stock split or free allotment of such Ordinary Shares.
However, if the Board of Directors of the Company determines that the stock split or free
allotment of Ordinary Shares (including the cases in which the Company transfers its own shares)
thereby shall be effected by an increase of stated capital by virtue of the reduction of the amount
of surplus and the record date set for the stock split or free allotment of such Ordinary Shares to
shareholders falls on or prior to the date of the closing of the relevant ordinary general meeting of
shareholders held to approve the increase of the stated capital, the acquisition price after
adjustment shall become effective as of the date immediately following the date on which the
ordinary general meeting of shareholders approving such increase is concluded.
(iii) In the event that the Company issues (including free allotment) securities (interests) which will be
acquired by the Company in exchange for the Ordinary Shares or the stock acquisition rights to
acquire Ordinary Shares, or securities (interests) which will be caused by the holder of such
securities (interests) to be acquired by the Company in exchange for the Ordinary Shares, or the
stock acquisition rights to acquire Ordinary Shares (including the bonds with stock acquisition
rights), in either case, at a price less than the current market price to be applied to the Acquisition
Price Adjustment Formula:
The acquisition price after adjustment shall become effective as of the date immediately following
the payment date or the last date of the payment period of such securities (interests) or as of the
date immediately following the record date (if set) for the issuance or the issuance of such
securities (interests) to shareholders, on the assumption that all such securities (interests) are
acquired or all the stock acquisition rights are exercised on the payment date or the last date of the
payment period of such securities (interests) or at the close of the record date set for the issuance
of such securities (interests), as the case may be.
(b)
In addition to the events set forth above, if an adjustment of the acquisition price (including the
Acquisition Floor Price) is required by virtue of any amalgamation or merger, capital reduction, or
26
consolidation of Ordinary Shares, etc., the acquisition price shall be adjusted to such price as the
Board of Directors of the Company determines appropriate.
(c) The “Current market price per share” in the Acquisition Price Adjustment Formula means the
average daily closing price (including closing bids or offered prices) of Ordinary Shares of the
Company (in regular trading) as reported by the Tokyo Stock Exchange for the thirty
(30) consecutive trading days (excluding a trading day or days on which no closing price or
closing bid or offered price is reported) commencing on the forty-fifth (45th) trading day prior to
the date on which the acquisition price after adjustment becomes effective (or, in the case as
provided for in the proviso of c.(a)(ii) above, the record date set for the stock split or free
allotment of Ordinary Shares to shareholders), calculated by rounding up to the nearest hundred
(100) yen when the fraction is equal to or more than fifty (50) yen, discarding amounts less than
fifty (50) yen.
If any of the events of adjustment of acquisition price as set forth in c.(a) or (b) above occurs
during the above forty-five (45) trading day period, the average price above shall be adjusted in a
manner consistent with c.(a) or (b) above.
(d) The “Acquisition price before adjustment” in the Acquisition Price Adjustment Formula means
the acquisition price in effect on the date immediately preceding the date on which the acquisition
price after adjustment becomes effective, and the “Number of Ordinary Shares already issued” in
the Acquisition Price Adjustment Formula means the number of Ordinary Shares of the Company
issued and outstanding (excluding the number of Ordinary Shares held by the Company) on the
record date (if set) for the issuance, transfer, stock split or free allotment to shareholders, or if
such date is not set, on the date one (1) calendar month prior to the date on which the acquisition
price after adjustment is to become effective.
(e) The “Subscription price per share” in the Acquisition Price Adjustment Formula means (1) in the
event that the Company issues or transfers Ordinary Shares with a subscription price less than the
current market price as set forth in c.(a)(i) above, such subscription price (in the event that
payment thereof is made by any consideration other than cash, the fair value of such
consideration), (2) in the event that the Company splits Ordinary Shares or conducts free allotment
of Ordinary Shares as set forth in c.(a)(ii) above (including those in which the Company transfers
its own shares), zero, and (3) in the event that the Company issues (including free allotment)
securities (interests) which will be acquired by the Company in exchange for the Ordinary Shares
or the stock acquisition rights to acquire Ordinary Shares, securities (interests) which will be
caused by the holder of such securities (interests) to be acquired by the Company in exchange for
the Ordinary Shares, or the stock acquisition rights to acquire Ordinary Shares (including the
bonds with stock acquisition rights) at a price less than the current market price as set forth in
c.(a)(iii) above, the relevant acquisition or exercise price.
(f) The result of the calculation by the Acquisition Price Adjustment Formula shall be rounded up to
the nearest hundred (100) yen when the fraction is equal to or more than fifty (50) yen, discarding
amounts less than fifty (50) yen.
(g)
In the event that the difference between the acquisition price after adjustment calculated by the
Acquisition Price Adjustment Formula and the acquisition price before adjustment is less than one
thousand (1,000) yen, no adjustment shall be made; provided, however, that if any event occurs
thereafter that would require adjustment of the acquisition price, when calculating the acquisition
price, such difference shall be deducted from the acquisition price before adjustment in the
Acquisition Price Adjustment Formula.
27
- End -
(Attachment 5)
Request for Acquisition of Class 12 Preferred Shares
Any Class 12 Preferred Shareholder may request acquisition of Class 12 Preferred Shares during the period
in which such Preferred Shareholder is entitled to request acquisition as provided for in Paragraph 1 of this
Attachment, in exchange for Ordinary Shares of the Company in the number as is calculated by the formula
provided for in Paragraph 2 and 3 of this Attachment.:
1.
Period during which Preferred Shareholders are Entitled to Request Acquisition
On and after the issuance date of the Class 12 Preferred Shares to and including July 31, 2009
2. Number of Ordinary Shares to be Delivered in Exchange for Acquisition
The number of the Ordinary Shares to be delivered in exchange for acquisition of Class 12 Preferred Shares
shall be as follows:
Number of the Ordinary
Shares to be delivered in
exchange for acquisition
Number of the Class 12
Preferred Shares requested for
acquisition by their holders
=
x
1,000,000 yen
Acquisition price
In the calculation of the number of the Ordinary Shares to be delivered in exchange for acquisition, it shall
be calculated to the third decimal place and such third decimal place shall be rounded up to the nearest
second decimal place. In the calculation of the number of Ordinary Shares provided for above, if any
number less than one (1) share is yielded, such fractions shall be handled by the method provided for in
Article 167, Paragraph 3 of the Corporation Act.
3. Acquisition Price and Other Conditions
a.
Initial Acquisition Price
The initial acquisition price shall be seven hundred ninety-six thousand (796,000) yen.
b. Reset of Acquisition Price
If the Average AQR Price (defined below) of Ordinary Shares of the Company as reported by the
Tokyo Stock Exchange for thirty (30) consecutive Trading Days (“Trading Day” means a day on which
the last sale price (in regular trading) for the Ordinary Shares of the Company is reported on the Tokyo
Stock Exchange) (such thirty Trading Day period shall hereinafter be referred to as the “Reset
Calculation Period”) ending on June 15 of each year from 2006 through and including 2008 (or, if any
such day is not a Trading Day, the Trading Day immediately preceding such day) (each, hereinafter
referred to as the “Setting Date”) is at least one thousand (1,000) yen less than the acquisition price
effective as of the relevant Setting Date, the acquisition price shall, effective as of June 30 immediately
following the relevant Setting Date (each, hereinafter referred to as the “Effective Date”), be reset to
the Average AQR Price as calculated in the manner set forth above.
However, if such amount so calculated is less than seven hundred ninety-six thousand (796,000) yen
(subject to any adjustment in accordance with c. below) (hereinafter referred to as the “Acquisition
Floor Price”), the acquisition price shall be equal to the Acquisition Floor Price.
The “Average AQR Price” of Ordinary Shares of the Company means the arithmetic mean (calculated
by the Company and any fraction less than one thousand (1,000) yen being rounded up to the nearest
one thousand (1,000) yen) of (x) the daily weighted average price of Ordinary Shares of the Company
as reported by the Tokyo Stock Exchange on each Trading Day during the Reset Calculation Period,
which weighted average price is announced on such page as designated by Bloomberg L.P. on its
screen entitled “JT Equity AQR” to show the weighted average price of Ordinary Shares of the
28
Company as reported by the Tokyo Stock Exchange, or such other page or service as may replace such
page (hereinafter collectively referred to as the “Reference Screen”), provided by Bloomberg L.P.
between 10:00 a.m. and 11:00 a.m. (London time), or (y) if the relevant Reference Screen is not
available in respect of any aforementioned Trading Day, the last sale price (in regular trading) of
Ordinary Shares of the Company as reported by the Tokyo Stock Exchange for that Trading Day, in
each case subject to any adjustment which becomes effective during the Reset Calculation Period in
accordance with c. below.
c. Adjustment of Acquisition Price
(a) After the issuance of the Class 12 Preferred Shares, the acquisition price (including the Acquisition
Floor Price) will be adjusted in accordance with the following formula (hereinafter referred to as the
“Acquisition Price Adjustment Formula”) in the event any of the items set forth below occurs;
provided, however, that if the acquisition price when adjusted in accordance with the Acquisition Price
Adjustment Formula is less than one hundred thousand (100,000) yen, the acquisition price after
adjustment shall be one hundred thousand (100,000) yen.
Acquisition
price after
adjustment
=
Acquisition
price before
adjustment
x
Number of
Ordinary Shares
already issued
+
Number of
Ordinary Shares
already issued
Number of Ordinary
Shares to be newly
issued or transferred
x
Subscription
price per share
Current market price per share
Number of Ordinary Shares to
be newly issued or transferred
+
(i)
In the event that the Company issues Ordinary Shares or transfers Ordinary Shares held by the
Company at a subscription price less than the current market price to be used in the Acquisition
Price Adjustment Formula (except for any acquisition of securities (interests) which will be
acquired by the Company in exchange for the Ordinary Shares or securities (interests) which will
be caused by the holder of such securities (interests) to be acquired by the Company in exchange
for the Ordinary Shares, or the exercise of stock acquisition rights):
The acquisition price after adjustment shall become effective as of the date immediately following
the payment date or the last date of the payment period, or as of the date immediately following
the record date (if set) for the issuance or the transfer of such Ordinary Shares to shareholders.
(ii)
In the event that the Company splits Ordinary Shares or conducts free allotment of Ordinary
Shares (including those in which the Company transfers its own shares):
The acquisition price after adjustment shall become effective as of the date immediately following
the record date set for the stock split or free allotment of such Ordinary Shares.
However, if the Board of Directors of the Company determines that the stock split or free
allotment of Ordinary Shares (including the cases in which the Company transfers its own shares)
thereby shall be effected by an increase of stated capital by virtue of the reduction of the amount
of surplus and the record date set for the stock split or free allotment of such Ordinary Shares to
shareholders falls on or prior to the date of the closing of the relevant ordinary general meeting of
shareholders held to approve the increase of the stated capital,
the acquisition price after
adjustment shall become effective as of the date immediately following the date on which the
ordinary general meeting of shareholders approving such increase is concluded.
(iii) In the event that the Company issues (including free allotment) securities (interests) which will be
acquired by the Company in exchange for the Ordinary Shares or the stock acquisition rights to
acquire Ordinary Shares, or securities (interests) which will be caused by the holder of such
securities (interests) to be acquired by the Company in exchange for the Ordinary Shares, or the
29
stock acquisition rights to acquire Ordinary Shares (including the bonds with stock acquisition
rights), in either case, at a price less than the current market price to be applied to the Acquisition
Price Adjustment Formula:
The acquisition price after adjustment shall become effective as of the date immediately following
the payment date or the last date of the payment period of such securities (interests) or as of the
date immediately following the record date (if set) for the issuance or the issuance of such
securities (interests) to shareholders, on the assumption that all such securities (interests) are
acquired or all the stock acquisition rights are exercised on the payment date or the last date of the
payment period of such securities (interests) or at the close of the record date set for the issuance
of such securities (interests), as the case may be.
(b)
In addition to the events set forth above, if an adjustment of the acquisition price (including the
Acquisition Floor Price) is required by virtue of any amalgamation or merger, capital reduction, or
consolidation of Ordinary Shares, etc., the acquisition price shall be adjusted to such price as the Board
of Directors of the Company determines appropriate.
(c) The “Current market price per share” in the Acquisition Price Adjustment Formula means the average
daily closing price (including closing bids or offered prices) of Ordinary Shares of the Company (in
regular trading) as reported by the Tokyo Stock Exchange for the thirty (30) consecutive trading days
(excluding a trading day or days on which no closing price or closing bid or offered price is reported)
commencing on the forty-fifth (45th) trading day prior to the date on which the acquisition price after
adjustment becomes effective (or, in the case as provided for in the proviso of c.(a)(ii) above, the
record date set for the stock split or free allotment of Ordinary Shares to shareholders), calculated by
rounding up to the nearest hundred (100) yen when the fraction is equal to or more than fifty (50) yen,
discarding amounts less than fifty (50) yen.
If any of the events of adjustment of acquisition price as set forth in c.(a) or (b) above occurs during the
above forty-five (45) trading day period, the average price above shall be adjusted in a manner
consistent with c.(a) or (b) above.
(d) The “Acquisition price before adjustment” in the Acquisition Price Adjustment Formula means the
acquisition price in effect on the date immediately preceding the date on which the acquisition price
after adjustment becomes effective, and the “Number of Ordinary Shares already issued” in the
Acquisition Price Adjustment Formula means the number of Ordinary Shares of the Company issued
and outstanding (excluding the number of Ordinary Shares held by the Company) on the record date (if
set) for the issuance, transfer, stock split or free allotment to shareholders, or if such date is not set, on
the date one (1) calendar month prior to the date on which the acquisition price after adjustment is to
become effective.
(e) The “Subscription price per share” in the Acquisition Price Adjustment Formula means (1) in the event
that the Company issues or transfers Ordinary Shares with a subscription price less than the current
market price as set forth in c.(a)(i) above, such subscription price (in the event that payment thereof is
made by any consideration other than cash, the fair value of such consideration), (2) in the event that
the Company splits Ordinary Shares or conducts free allotment of Ordinary Shares as set forth in
c.(a)(ii) above (including those in which the Company transfers its own shares), zero, and (3) in the
event that the Company issues (including free allotment) securities (interests) which will be acquired
by the Company in exchange for the Ordinary Shares or the stock acquisition rights to acquire Ordinary
Shares, securities (interests) which will be caused by the holder of such securities (interests) to be
acquired by the Company in exchange for the Ordinary Shares, or the stock acquisition rights to
acquire Ordinary Shares (including the bonds with stock acquisition rights) at a price less than the
current market price as set forth in c.(a)(iii) above, the relevant acquisition or exercise price.
(f) The result of the calculation by the Acquisition Price Adjustment Formula shall be rounded up to the
nearest hundred (100) yen when the fraction is equal to or more than fifty (50) yen, discarding amounts
less than fifty (50) yen.
30
(g)
In the event that the difference between the acquisition price after adjustment calculated by the
Acquisition Price Adjustment Formula and the acquisition price before adjustment is less than one
thousand (1,000) yen, no adjustment shall be made; provided, however, that if any event occurs
thereafter that would require adjustment of the acquisition price, when calculating the acquisition price,
such difference shall be deducted from the acquisition price before adjustment in the Acquisition Price
Adjustment Formula.
- End -
31
Exhibit 1(b)
[Translation]
CORPORATION MEETINGS REGULATIONS
I. General Provisions
Article 1.
(General Provisions)
1.
2.
The structure and operation of the Executive Committee as provided for in Article 11 of the Office
Organization Rules and those of the Committees as provided for in Article 12 of the Office Organization
Rules shall be governed by these Regulations.
The Corporate Policy Meeting is established to contribute to the discussions and decision making at the
Executive Committee. The organization and administration of the Corporate Policy Meeting shall be
governed by these Regulations.
Article 2.
(Amendment and Abolition)
The amendment to and abolition of these Regulations shall be determined by the Board of Directors.
II. Executive Committee
Article 3.
(Members and Attendees)
1.
2.
3.
The Executive Committee shall consist of all Representative Directors and Directors nominated by the
President & CEO of the Company (hereinafter referred to as the “Committee Members”).
The President & CEO may, if he/she deems necessary, require any of the Group Heads of the Integrated
Business Groups to attend meetings of the Executive Committee as members.
The President & CEO may, if he/she deems necessary, require any of the Directors other than the
Committee Members, the Executive Officers and the Directors of the relevant subsidiary of the Company,
etc. to attend meetings of the Executive Committee.
Article 4.
(President)
1.
2.
The President & CEO shall convene meetings of the Executive Committee and preside over such meeting.
If the President & CEO is prevented from so acting, one of the other members shall act as President & CEO
in accordance with the order of priority previously determined by the Executive Committee.
Article 5.
(Date of Meetings)
Meetings of the Executive Committee shall be held, in principle, once every two (2) weeks; provided,
however, that in case of need, such meetings shall be held from time to time.
Article 6.
(Matters to be Discussed and Determined)
1.
The Executive Committee shall, in principle, discuss and determine the following general important matters
concerning management of the Company pursuant to the basic policies determined by the Board of
Directors:
1) Matters to be submitted to the meeting of the Board of Directors;
2) Matters entrusted by the Board of Directors;
3) Execution policies concerning general management and control;
4) Adjustment of important matters concerning the subsidiaries of the Company, etc.;
5)
Important matters concerning administration and management of the subsidiaries of the Company, etc.;
1
6) Matters concerning establishment of, and amendment to and abolition of, rules;
7) Matters required to be submitted to the Executive Committee by provisions stipulated in various rules
and regulations; and
8) Any other matters which the President & CEO deems necessary.
2.
The matters to be discussed and determined set forth in the preceding paragraph shall be submitted by any
of the Committee Member(s) in control of such matters, or the Group Heads of the Integrated Business
Groups who attend meetings of the Executive Committee pursuant to Article 3, Paragraph 2 hereof, or the
Directors other than Committee Member(s) or Executive Officers who attend meetings of the Executive
Committee pursuant to Article 3, Paragraph 3 hereof.
Article 7.
(Method of Discussion and Determination)
1.
2.
The proceedings of a meeting of the Executive Committee shall be determined by the President & CEO with
the unanimous consent of all the Committee Members present thereat who shall constitute in number a
majority of the Committee Members.
If unanimous consent is not given by all the Committee Members present at such meeting, the President &
CEO shall determine the relevant item of business in consideration of their opinions upon consultation with
the Chairman or, in the event a Deputy Chairman is appointed, with the Chairman and the Deputy
Chairman.
Article 8.
(Discussion and Determination in Writing)
1. Notwithstanding the provisions of Article 6 hereof, in special circumstances, the circulation of a written
resolution drafted by the person making such proposal may be substituted for the holding of a meeting of the
Executive Committee.
2.
In the case of the preceding paragraph, the person making such proposal must report on such matters as
discussed and determined to the next Executive Committee.
Article 9.
(Emergency Treatment)
1.
2.
In case of emergency, such as a natural disaster, etc., and if there is no time for discussion at the Executive
Committee or for circulation of a written resolution, irrespective of the provisions set forth in Article 6
hereof, the President & CEO may take any and all expedient steps as may be necessary as an urgent matter.
In the case of the preceding paragraph, the President & CEO shall immediately report on such steps to the
Executive Committee.
Article 10.
(Report and Exchange of Information)
Each of the Committee Members, or the Group Heads of the Integrated Business Groups who attend
meetings of the Executive Committee pursuant to Article 3, Paragraph 2 hereof, or the Directors other than the
Committee Member(s) or the Executive Officers who attend meetings of the Executive Committee pursuant to
Article 3, Paragraph 3 hereof shall report on the state of the execution of business at meetings of the Executive
Committee according to the circumstances and also exchange general information with one another.
Article 11.
(Minutes)
The substance of the proceedings of meetings of the Executive Committee and the results thereof shall be
recorded in the minutes by the Corporate Administration Division, and the President & CEO shall affix his/her
name and seal to such minutes, which shall be kept at the head office of the Company for ten (10) years.
2
Article 12.
(Communication)
The matters resolved by the Executive Committee shall be rapidly communicated to the relevant Executive
Officers and General Managers, etc.
III. Committee
Article 13.
(Purpose and Matters to be Deliberated)
The Committee shall arrange, examine and deliberate the following matters upon a mandate given by the
President & CEO in order to contribute to the discussions and decision making of the Executive Committee:
1) Matters concerning management policies of the whole group;
2) Matters concerning management plans of the whole group;
3) Matters concerning risk management of the whole group;
4) Matters concerning adjustment of management and execution policies among the subsidiaries of the
Company; and
5) Any other specified matters necessary for deliberation by the Executive Committee.
Article 14.
(Establishment and Constitution)
1.
2.
The Executive Committee shall establish the Committee, which shall consist of several members appointed
by the President & CEO.
The President & CEO may appoint Directors with Executive Power, etc. of the subsidiaries of the Company
to be members as described in the preceding paragraph.
Article 15.
(Chairman)
1.
2.
3.
4.
5.
The Committee shall have a Chairman.
The Chairman of the Committee shall preside over the Committee.
The Committee may have a Vice-Chairman whenever necessary.
The President & CEO shall appoint a Chairman and a Vice-Chairman of the Committee from among its
members.
If the Chairman of the Committee is prevented from so acting, the Vice-Chairman or any other member
appointed by the President & CEO shall act on his/her behalf.
Article 16.
(Secretariat)
1.
2.
The Committee shall have a secretariat.
The secretariat shall be under the direction of the Chairman of the Committee and take charge of the
business concerning the Committee.
Article 17.
(Convocation)
The Chairman of the Committee shall convene the meetings of the Committee.
Article 18.
(Deliberation)
1.
The members of the Committee must attend meetings of the Committee themselves and perform careful and
active discussions from the viewpoint of the whole group for the purpose of speedy completion of the
deliberations by the Committee.
3
2.
3.
4.
If any member is absent from a meeting, he/she may, in advance, submit his/her written opinion to the
Chairman of the Committee.
The Committee may require the persons concerned to attend a meeting of the Committee and hear their
opinions thereat whenever necessary.
The Committee may require each Division or subsidiary of the Company, etc. to submit materials or to
make any other united efforts whenever necessary.
Article 19.
(Submission, Report)
1.
2.
3.
The Chairman of the Committee or the member of the Committee nominated by the Chairman shall from
time to time submit or report on important matters deliberated at the Committee to the Executive
Committee.
In making the reports set forth in the preceding paragraph the minority opinions must be also added thereto.
If a long time is required for the deliberation set forth in Paragraph 1 of this article, the Chairman of the
Committee or the member of the Committee nominated by the Chairman must make interim reports on the
progress of such deliberation according to the circumstances.
Article 20.
(Examination Meeting)
The Committee may have an examination meeting in order for smooth deliberation.
IV. Corporate Policy Meeting
Article 21.
(Purpose and Matters to be Deliberated)
The purpose of the Corporate Policy Meeting is to exchange views and discuss on the basic direction of
important matters with regard to the management and administration of the Company and the group on a
consolidated basis, for the contribution to the decision making at the Executive Committee.
Article 22.
(Constitution)
The Corporate Policy Meeting shall consist of the Committee Members, the relevant Directors, Executive
Officers and General Managers, and the Directors, etc. of the relevant subsidiaries of the Company.
Article 23.
(Date of Meetings)
The Corporate Policy Meeting shall be held in case of need from time to time.
Article 24.
(Secretariat)
The secretariat of the Corporate Policy Meeting shall be the Corporate Planning Division.
Supplemental Provision
These regulations shall become effective as from October 1, 2005.
Amendment History
July 31, 2006 Article 4, Paragraph 2 was amended.
4
Exhibit 1(c)
[Translation]
Article 1.
(Purpose)
REGULATIONS OF THE BOARD OF DIRECTORS
The purpose of these Regulations shall be to govern the Board of Directors of the Company appropriately
and smoothly.
Article 2.
(Amendment and Abolition)
The amendment and abolition of these Regulations shall be subject to a resolution of the Board of Directors.
Article 3.
(Organization)
1.
The Board of Directors shall be composed of all the Directors.
2. Corporate Auditors shall attend any meeting of the Board of Directors and express their opinions thereat, if
deemed necessary by such Corporate Auditors.
Article 4.
(Authority)
The Board of Directors shall determine the management of the affairs of the Company and supervise the
performance of duties of Directors.
Article 5.
(Meetings to be Held)
A meeting of the Board of Directors shall be held once every month in general. Provided, however, that in
cases of emergency, an extraordinary meeting of the Board of Directors may be held.
Article 6.
(Person Entitled to Convene Meetings)
1.
2.
3.
4.
The Chairman and Director shall convene meetings of the Board of Directors.
If the Chairman and Director is unable to act as such, or if the Board of Directors does not appoint the
Chairman and Director by its resolution, one of the other Directors shall act as Chairman and Director in
accordance with the order of priority previously determined by the Board of Directors.
From time to time, each Director may request to convene a meeting of the Board of Directors by submitting
to the person entitled to convene meetings a document stating the agenda to be submitted at the requested
meeting.
Each Corporate Auditor may request the convocation of a meeting of the Board of Directors pursuant to
laws and regulations.
Article 7.
(Notice of Convocation)
1. Notice to convene a meeting of the Board of Directors shall be given to each Director and each Corporate
Auditor at least three (3) days prior to the date of the meeting. Provided, however, that the foregoing shall
not apply in cases of emergency.
2.
If the unanimous consent of all of the Directors and Corporate Auditors is obtained, the meeting of the
Board of Directors may be held without taking the procedures for convening meetings.
1
Article 8.
(Chairman)
1.
2.
The Chairman and Director shall act as chairman of all meetings of the Board of Directors.
If the Chairman and Director is unable to act as such, or if the Board of Directors does not appoint the
Chairman and Director by its resolution, one of the other Directors shall act as Chairman and Director in
accordance with the order of priority previously determined by the Board of Directors.
Article 9.
(Resolution)
1. Unless otherwise provided for by law or regulation, resolutions of a meeting of the Board of Directors shall
be adopted by an affirmative vote of a majority of the Directors present who constitute in number a majority
of the Directors who are entitled to vote.
2. Any Director who has special interests in any matter to be resolved as set out in the preceding paragraph
may not participate in a resolution regarding such matter.
3.
In case that a Director proposes a matter to be resolved by the Board of Directors and then all of the
Directors who may participate in a resolution of such proposal unanimously consent to such proposal in
writing or electronically, the Board of Directors shall be deemed to have approved such proposal. Provided,
however, that this provision shall not apply when any Corporate Auditor expresses his/her objection to such
proposal.
Article 10.
(Matters to be Resolved)
The following matters shall be subject to the resolution of the Board of Directors.
I. Matters related to basic policy of management of the group of the Company
II. Matters provided for by laws and regulations and the Articles of Incorporation:
1. Matters related to the convocation of the General Meeting of Shareholders;
2. Matters related to approval of accounting documents and supplementary statements thereof;
3. Matters related to interim dividends;
4. Matters related to issuance or sale of shares;
5. Matters related to issuance of class shares authorized to be issued by the Articles of Incorporation;
6. Matters related to stock acquisition rights (Matters related to issuance or sale of stock acquisition rights
and free allotment of stock acquisition rights);
7. Matters related to acquisition of the Company’s own shares;
8. Matters related to cancellation of the Company’s own shares;
9. Matters related to splits of shares;
10. Matters related to free allotment of shares;
11. Matters related to establishment, amendment and abolition of the Share Handling Regulations;
12. Matters related to the share transfer agent, etc. and its handling office;
13. Matters related to bonds;
14. Matters related to the election of Representative Directors and Directors with Executive Power;
15. Matters related to the election of Executive Officers and Managing Officers;
16. Matters related to the approval of transactions conducted by Director(s) in competition with the
Company’s businesses and transactions conducted by Director(s) with the Company on his/her own
behalf;
2
17. Matters related to partial exemption from liabilities of Directors and Corporate Auditors;
18. Disposal and acquisition of material property;
19. Borrowings of large amounts;
20. Election and dismissal of important employees;
21. Establishment, relocation and abolition of important corporate organizations;
22. Matters related to the internal control system (Article 362, Paragraph 6 of the Corporation Act); and
23. Any other matters to be resolved at the Board of Directors pursuant to laws and regulations or the
Articles of Incorporation.
III. Matters related to the Nomination Committee, the Compensation Committee and the Internal Audit and
Compliance Committee
IV.
Important matters related to the administration of management of subsidiaries of the Company
V. Any other important matters
Article 11.
(Reports)
1. Directors shall report the state of the management of the affairs of the Company to the Board of Directors.
Provided, however, that the Representative Director may make reports on behalf of the Directors.
2. Any Director who has conducted a transaction in competition with the interests of the Company or a
transaction with the Company on his/her own behalf shall report the material facts of such transaction to the
Board of Directors.
3.
If any Director, Corporate Auditor or Accounting Auditor notifies all of the Directors and Corporate
Auditors of matters to be reported to the Board of Directors, such matters shall not be required to be
reported to the Board of Directors. Provided, however, that this provision shall not apply when any person
who is elected by the Representative Director(s) or by a resolution of the Board of Directors as a Director to
manage the affairs of the Company reports the state of the performance of his/her duties.
Article 12.
(Minutes)
The minutes shall be prepared in writing pursuant to laws and regulations and the Directors and Corporate
Auditors present shall put their names and affix their seals thereto; and the minutes shall be kept at the head
office for ten (10) years.
Supplemental Provisions
These regulations shall become effective as from October 1, 2005.
Amendment History
Amended as of May 1, 2006
Amended as of June 29, 2006
-End-
3
[Translation]
Exhibit 1(d)
SHARE HANDLING REGULATIONS
MITSUBISHI UFJ FINANCIAL GROUP, INC.
CHAPTER I. GENERAL PROVISIONS
Article 1.
(Purpose)
The denomination of share certificates of the Company and the handling with respect to shares, fractional
shares and stock acquisition rights, and fees therefor shall be governed by these Regulations in accordance with
Articles 11 of the Articles of Incorporation. Provided, however, that the handling of beneficial shareholders shall
be governed by the provisions as prescribed by Japan Securities Depository Center, Inc. (hereinafter referred to
as the “Center”) as well as by these Regulations.
Article 2.
(Share Transfer Agent)
The Company’s share transfer agent, its handling office and liaison offices shall be as follows:
Share Transfer Agent:
Handling Office:
Liaison Offices:
Mitsubishi UFJ Trust and Banking Corporation
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo
Mitsubishi UFJ Trust and Banking Corporation
Corporate Agency Division
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo
All branch offices in Japan of Mitsubishi
UFJ Trust and Banking Corporation
Article 3.
(Denomination of Share Certificates)
Share certificates to be issued by the Company shall be in three (3) denominations of one (1) share, ten
(10) shares and one hundred (100) shares. Provided, however, that a share certificate indicating any number of
shares other than those mentioned above may be issued, if necessary.
Article 4.
(Matters to be described in Share Certificates)
In addition to the matters provided by laws and regulations, the names of the shareholders, the issuance date
of the share certificates and the date of incorporation of the Company shall be described on the certificates issued
by the Company.
Article 5.
(Method of Making Requests, Notifications, Etc.)
1. All requests, notifications, applications or proposals pursuant to these Regulations shall be made in the form
prescribed by the Company, bearing the seal impressions notified pursuant to the provisions of Article 16
hereof.
2.
3.
In case any request, notification, application, or proposal as described in the preceding paragraph is made by
a proxy or requires consent of a protector (hosanin) or an assistant (hojonin), a document evidencing the
authority of such proxy; or such consent, respectively, shall be submitted.
In addition to the preceding paragraphs, in case the Company deems it necessary, certificates, etc. shall be
submitted related to any request, notification, application or proposal pursuant to these Regulations.
CHAPTER II. ENTRIES OR RECORDS, ETC. IN REGISTER OF SHAREHOLDERS
Article 6.
(Registration of Transfer)
1.
In case of a request for entries or records in the register of shareholders (hereinafter referred to as the
“Registration of Transfer”), a written request therefor shall be submitted together with the share certificates
concerned.
2
2.
3.
In case a request for the Registration of Transfer is made with respect to the shares acquired for any reason
other than assignment, such as inheritance, merger and others, a written request therefor shall be submitted
together with the share certificates concerned and a document evidencing the cause for such acquisition.
Provided, however, that in case no share certificates for such shares have been issued, the submission of
share certificates shall not be required.
The provisions of the preceding paragraph shall apply mutatis mutandis to the case of a request for entries or
records in the ledger of fractional shares with respect to the shares acquired for any reason other than
assignment.
Article 7. Deleted.
Article 8.
(In Case of Registration of Transfer Required Special Procedures by Laws and Regulations)
If any special procedure is required to be followed by laws and regulations in connection with transfer of
shares, a written request therefor and the share certificates concerned shall be submitted together with a
document evidencing the completion of such procedure.
Article 9.
(Entries or Records in Ledger of Stock Acquisition Rights)
In case of a request for entries or records in the register of stock acquisition rights, a written request therefor
shall be submitted.
CHAPTER III. REGISTER OF BENEFICIAL SHAREHOLDERS
Article 10.
(Entries or Records in Register of Beneficial Shareholders)
Entries or records in the register of beneficial shareholders shall be made pursuant to the notices concerning
the beneficial shareholder tendered by the Center and the beneficial shareholder’s form designated by the Center.
Article 11.
(Integration)
In case a shareholder entered or recorded in the register of shareholders and a beneficial shareholder entered
or recorded in the register of beneficial shareholders are identified as the same person according to the address
and name, the number of shares of each of such shareholders shall be integrated with respect to the exercise of
the shareholder’s rights in respect of the same class of share.
CHAPTER IV. PLEDGES AND TRUST
Article 12.
(Registration of Pledges, Transfer or Cancellation Thereof)
In case of a request for the registration of pledges on shares, transfer or cancellation thereof, a written
request therefor with the names and seals of both a pledgor and a pledgee affixed thereto shall be submitted
together with the share certificates concerned.
Article 13.
(Recordation of Shares Held in Trust or Cancellation Thereof)
In case of a request for the recordation of shares held in trust or cancellation thereof, a written request
therefor shall be submitted either by a trustor or a trustee together with the share certificates concerned.
3
CHAPTER V. NON-POSSESSION OF SHARE CERTIFICATES
Article 14.
(Application for Non-Possession of Share Certificates)
In case an application for non-possession of share certificates is made, a written application therefor shall be
submitted together with the share certificates concerned. Provided, however, that in case no share certificates
concerned have been issued, the submission of share certificates shall not be required.
Article 15.
(Request for Issuance of Share Certificates Placed in Non-Possession Status)
In case a shareholder who previously applied for non-possession of share certificates subsequently requests
the issuance of such share certificates, a written request therefor shall be submitted.
CHAPTER VI. NOTIFICATIONS
Article 16.
(Notification of Address, Name and Seal Impression)
1.
2.
Shareholders, beneficial shareholders and registered share pledgees or their statutory agents shall notify the
Company of their addresses, names and seal impressions. Provided, however, that foreigners may substitute
their specimen signatures for seal impressions.
In case of a change in the matters notified pursuant to the preceding paragraph, such change shall be
notified.
Article 17.
(Notification of Nonresident Shareholders, etc.)
1.
Shareholders, beneficial shareholders and registered share pledgees or their statutory agents residing in
foreign countries shall, in addition to the procedures set forth in the preceding article, either appoint their
standing proxies in Japan or designate their mailing addresses in Japan for receiving notices and notify the
Company thereof.
2.
The provisions of the preceding article shall apply mutatis mutandis to standing proxies.
Article 18.
(Representative of Corporation)
1.
2.
In case a shareholder, a beneficial shareholder or a registered share pledgee is a corporation, one
(1) representative of such corporation shall be notified.
In case of a change of the representative notified pursuant to the preceding paragraph, a written notification
thereof shall be submitted together with an extract copy of the commercial register.
Article 19.
(Representative of Co-owned Shares)
Shareholders or beneficial shareholders who co-own shares shall appoint one (1) representative on their
behalf and submit a notification thereof with the names and seals of all the co-owners affixed thereto. The same
shall apply to the case of any change in the representative.
Article 20.
(Representative of Unincorporated Association)
1.
2.
In case a shareholder, a beneficial shareholder or a registered share pledgee is an unincorporated
association, one (1) representative of such association shall be notified.
In case of a change of the representative notified pursuant to the preceding paragraph, a written notification
thereof shall be submitted.
4
Article 21.
and in Indication on Share Certificates)
(Change in Entries in Register of Shareholders and in Register of Beneficial Shareholders,
In case of any change in entries in the register of shareholders or in the register of beneficial shareholders,
and in indication on share certificates for any of the following reasons, a written notification thereof shall be
submitted together with the share certificates concerned and a document evidencing the relevant fact. Provided,
however, that in case no share certificates concerned have been issued and in case of any change in entries in the
register of beneficial shareholders, the submission of share certificates shall not be required.
(1) Change in family name or given name;
(2) Establishment of, alteration in, or removal of a person in parental authority, a guardian (koukennin) and
any other statutory agents;
(3) Change in trade name or corporate name; and
(4) Change in corporate organization.
Article 22.
(Method for Notifications by Beneficial Shareholders)
Any notification to be made by a beneficial shareholder or a statutory agent thereof as provided for in this
Chapter shall be made through a participant (hereinafter referred to as the “Participant”) in the Center. Provided,
however, that change of notified seal impression shall not required to be notified through the Participant.
Article 23.
(Method for Notifications concerning Holders of Stock Acquisition Rights)
In case of a change in the matters notified concerning a holder of stock acquisition rights, such change shall
be notified.
Article 24.
(Application of Provisions mutatis mutandis)
The provisions of Article 16 to Article 20 hereof and the provisions of Article 21 hereof shall respectively
apply mutatis mutandis to the fractional shareholders and to the ledger of fractional shares.
CHAPTER VII. REGISTRATION OF LOST SHARE CERTIFICATES
Article 25.
(Request for Registration of Lost Share Certificates)
A person who requests registration of the lost share certificates shall so request by submitting a written
request therefor in the form prescribed by the Company together with a document evidencing that such person
had possessed the share certificates with respect to the request for the registration of the lost share certificates
since the acquisition date entered in the register of shareholders and a document evidencing the fact of the lost
share certificates, and a document for identification of the requesting person. Provided, however, that in case the
person who requests the registration of the lost share certificates is a person who is entered or recorded in the
register of shareholders as a shareholder or a registered share pledgee of the shares with respect to such share
certificates (hereinafter referred to as the “Nominee”), a document evidencing the fact of having possessed the
share certificates and a document for identification shall not be required.
Article 26.
(Application for Cancellation by Registrant of Lost Share Certificates)
In case a registrant of lost share certificates applies for cancellation of the registration made pursuant to the
preceding article, a written application therefor in the form prescribed by the Company shall be submitted.
Article 27.
(Application for Cancellation by Person Possessing Share Certificates)
In case a person who possesses the share certificates for which registration of the lost share certificates is
made (excluding registrants of lost share certificates) applies for cancellation of such registration of the lost share
5
certificates, the application form therefor in the form prescribed by the Company shall be submitted together with
the share certificates concerned and a document for identification of the applicant. Provided, however, that in
case of the application by a Nominee, a document for identification of such Nominee shall not be required.
Article 28.
(Application of Notifications mutatis mutandis)
If a registrant of lost share certificates is not a Nominee, the provisions of Article 16 to Article 21 hereof
shall apply mutatis mutandis to the case of any change in the entries or records in the register of lost share
certificates.
CHAPTER VIII. REISSUANCE OF SHARE CERTIFICATES
Article 29.
(Reissuance due to Split or Consolidation of Share Certificates)
In case of a request for the reissuance of new share certificates due to split or consolidation of share
certificates, a written request therefor shall be submitted together with the share certificates concerned.
Article 30. Deleted.
Article 31.
(Reissuance due to Mutilation, Defacement or Completion of Columns for Entry)
In case of a request for the reissuance of share certificates due to mutilation or defacement, or filled-up of
columns for entry, a written request therefor shall be submitted together with the share certificates concerned.
Provided, however, that in case it is difficult to ascertain the authenticity of such share certificates, the
procedures for the registration of the lost share certificates shall be applied.
CHAPTER IX. PURCHASE OF FRACTIONAL SHARES
Article 32.
(Request for Purchase of Fractional Shares)
1.
In case a shareholder requests the Company to purchase fractional shares, a written request therefor shall be
submitted to the handling office or any of the liaison offices of the share transfer agent provided for in
Article 2 hereof.
2. Any shareholder who has requested the purchase of fractional shares by the Company as described in the
preceding paragraph may not revoke such request.
Article 33.
(Determination of Purchase Price)
The purchase price of fractional shares shall be the amount equivalent to the closing price per share of the
shares of the Company as reported by the Tokyo Stock Exchange on the day when a written request for purchase
reached the handling office or any of the liaison offices of the share transfer agent provided for in Article 2
hereof, multiplied by the ratio of such fractional shares to one (1) share. Provided, however, that if there is no
trading of the shares of the Company effected on such day or if such day falls on a day when the Tokyo Stock
Exchange is closed, the purchase price shall be the amount obtained by multiplying the first trading price per
share effected thereafter by the ratio of such fractional shares requested for purchase to one (1) share.
Article 34.
(Payment of Proceeds from Purchase)
1.
The Company shall pay to the shareholder who requested for purchase of fractional shares the amount
equivalent to the purchase price as calculated pursuant to the preceding article after deducting the handling
fees set forth in Article 52 hereof within six (6) business days from the day immediately following the day
6
on which the purchase price is determined unless the Company otherwise determines. Provided, however,
that if the purchase price reflects the right to receive dividends from surplus or shares arising from a stock
split, etc., such purchase price shall be paid by the record date.
2.
If applied by the shareholder who requested for purchase of fractional shares, the proceeds from purchase
may be paid by transfer to a bank account designated by him/her or by postal transfer cash payment. In such
cases, payment of the proceeds from purchase is deemed to be completed when the procedures for such
transfer or the procedures for dispatch of the postal transfer payment form are taken.
Article 35.
(Transfer of Title to Fractional Shares Purchased)
The title to the fractional shares for which a request for purchase is made shall be transferred to the
Company on the day when the procedures for the payment of the proceeds from purchase, as prescribed in the
preceding article, have been completed.
CHAPTER X. PURCHASE OF ADDITIONAL FRACTIONAL SHARES BY
FRACTIONAL SHAREHOLDERS
Article 36.
(Request for Purchase of Additional Fractional Shares by Fractional Shareholders)
1.
In case a shareholder makes a request for the Company to sell to such fractional shareholder fractional
shares held by the Company in the number as will constitute one (1) share when added to the fractional
shares held by such shareholder (hereinafter referred to as the “Request for Additional Purchase”), a written
request therefor in the form prescribed by the Company shall be submitted, together with the advance
payment as provided for in the following article.
2. Any shareholder who has made the Request for Additional Purchase as described in the preceding paragraph
may not revoke such request.
Article 37.
(Advance Payment)
The advance payment shall be the amount obtained by multiplying the closing price per share of shares of
the Company as reported by the Tokyo Stock Exchange on the business day immediately preceding the day on
which a written request for additional purchase is accepted at the handling office or any of the liaison offices of
the share transfer agent provided for in Article 2 hereof by the number of fractional shares requested for
additional purchase and multiplying the result by 1.3. Any fraction less than one thousand (1,000) yen resulting
therefrom shall be rounded up. Provided, however, that if there is no trading of the shares of the Company
effected on such day or if such day falls on a day when the Tokyo Stock Exchange is closed, the closing price
shall be deemed the amount equivalent to the closing price per share of shares of the Company of the trading
effected on the day immediately preceding such day.
Article 38.
(Restriction on Request for Additional Purchase)
If an aggregate number of fractional shares for which the Requests for Additional Purchase are made on the
same day exceeds the number of shares owned by the Company which shall be transferred, the Company shall
not transfer any fractional share for any of the Requests for Additional Purchase made on such day.
Article 39.
(Effective Date of Request for Additional Purchase)
Requests for Additional Purchase shall be deemed to be made on the day when a written request as
described in Article 36 hereof and the advance payment as described in Article 37 hereof are accepted at the
handling office or any of the liaison offices of the share transfer agent provided for in Article 2 hereof.
7
Article 40.
(Determination of Additional Purchase Price)
The additional purchase price of fractional shares shall be the amount equivalent to the closing price per
share of the shares of the Company as reported by the Tokyo Stock Exchange on the day when a written request
for additional purchase and the advance payment are accepted at the handling office or any of the liaison offices
of the share transfer agent provided for in Article 2 hereof, multiplied by the ratio of such fractional shares to one
(1) share. Provided, however, that if there is no trading of the shares of the Company effected on such day or if
such day falls on a day when the Tokyo Stock Exchange is closed, the additional purchase price shall be the
amount obtained by multiplying the first trading price per share effected thereafter by the ratio of such fractional
shares requested for additional purchase to one (1) share.
Article 41.
Additionally Purchased)
(Receipt of Proceeds from Additional Purchase and Transfer of Title to Fractional Shares
1.
The Company shall receive a total amount of the additional purchase price, the handling fees set forth in
Article 52 hereof and the consumption tax incurred in connection with such handling fees (hereinafter
referred to as the “Proceeds from Additional Purchase”) out of the advance payment within six (6) business
days from the day immediately following the day on which the additional purchase price has been
determined (in case a request for a payment of the deficiency pursuant to Article 43, Paragraph 1 hereof is
made, the day on which the deficiency has been paid.). Provided, however, that if the additional purchase
price reflects the right to receive dividends from surplus or shares arising from a stock split, etc., the
Proceeds from Additional Purchase shall be received by the record date.
2.
The title to the fractional shares which shall be transferred by the Company upon a Request for Additional
Purchase shall be transferred from the Company to the shareholder who made a Request for Additional
Purchase on the day when the Company receives the Proceeds from Additional Purchase.
Article 42.
(Clearing-off of Advance Payment)
1.
The Company shall, without delay, repay a surplus amount after the Proceeds from Additional Purchase
have been deducted from the advance payment to the shareholder who made such Request for Additional
Purchase, on and after the day when the title to such fractional shares is transferred as provided for in
Paragraph 2 of the preceding article.
2. No interest shall accrue on the advance payment.
Article 43.
(Handling of Deficit in Advance Payment)
1.
2.
3.
If the amount of the advance payment is deficient in the Proceeds from Additional Purchase, the Company
shall charge the deficit to the shareholder who made a Request for Additional Purchase.
In case no provisions of cash for the deficit have been made within five (5) business days from the day
immediately following the day on which it has been charged, the relevant Request for Additional Purchase
shall be deemed cancelled.
In case of the preceding paragraph, the Company shall, without delay, repay the advance payment to the
shareholder who made a Request for Additional Purchase.
Article 44.
(Delivery of Share Certificates)
The Company shall, without delay, issue share certificates for the shares which constitute one (1) share
following the Request for Additional Purchase and deliver such share certificates to the shareholder who made a
Request for Additional Purchase.
8
Article 45.
(Suspension of Acceptance of Request for Additional Purchase)
1.
2.
The Company shall suspend acceptance of Requests for Additional Purchase during the period from twelve
(12) business days reckoned from March 31 to March 31 of each year, and the period from twelve
(12) business days reckoned from September 30 to September 30 of each year.
In addition to the case provided for in the preceding paragraph, when the Company deems necessary, the
Company may suspend acceptance of Requests for Additional Purchase.
CHAPTER XI. PREFERRED SHARES
Article 46.
(Method for Request for Acquisition of Preferred Shares)
1.
2.
3.
In case of a request to the Company for acquisition of Class 6 Preferred Shares (the First to the Fourth
Series) through Class 12 Preferred Shares, in exchange for ordinary shares of the Company (hereinafter
referred to as the “Ordinary Shares”) in the number as is calculated by the formula set forth in Article 18 of
the Articles of Incorporation, a written request therefor set forth by the Company together with the share
certificates of the relevant Preferred Shares (hereinafter referred to as the “Preferred Share Certificates”)
shall be submitted to the handling office or any of the liaison offices of the share transfer agent provided for
in Article 2 hereof. Provided, however, that in case no Preferred Share Certificates concerned have been
issued, the submission of Preferred Share Certificates shall not be required.
In case a beneficial shareholder makes a request provided for in the preceding paragraph, such request shall
be made through the Participant and the Center.
The request provided for in Paragraph 1 of this article may not be cancelled after submitting the written
request therefor.
Article 47.
(Effect of Request for Acquisition of Preferred Shares)
The request set forth in the preceding article shall come into effect when the written request therefor
together with the Preferred Share Certificates concerned reached the handling office or any of the liaison offices
of the share transfer agent provided for in Article 2 hereof.
Article 48.
Shares)
(Notice or Public Notice of Change in Acquisition Price and Delivery Ratio of Preferred
In case the acquisition price or the delivery ratio included in the terms of the acquisition of Preferred Shares
provided for in Article 17 of the Articles of Incorporation shall be reset or adjusted, details of such reset or
adjustment and the number of the Ordinary Shares to be delivered in exchange for acquisition of Preferred Shares
shall be notified or notified publicly to the holders of the Preferred Shares by the day preceding the reset date or
the day on which such adjusted acquisition price or delivery ratio shall be applied (hereinafter referred to as the
“Reset Date, Etc.”). Provided, however, that in case the Company is not able to give notices or public notices of
such change to the holders of the Preferred Shares by the day preceding the Reset Date, Etc., the Company shall
give notices or public notices of such change to the holders of the Preferred Shares promptly after the Reset Date,
Etc.
Article 49.
Shares)
(Notice or Public Notice of Restriction on Period for Request for Acquisition of Preferred
In case there is a provision which excludes a certain period within the period in which the holders of the
Preferred Shares are entitled to request acquisition, included in the terms of the acquisition of Preferred Shares
provided for in Article 18 of the Articles of Incorporation, the Company shall give notices or public notices of
such excluded period to the holders of the Preferred Shares in advance.
9
Article 50.
(Procedures for Acquisition pursuant to Provisions of Acquisition of Preferred Shares)
1.
2.
3.
In case of acquisition or mandatory acquisition of Preferred Shares set forth in Article 17 and Article 19 of
the Articles of Incorporation by the Company, the Company shall take procedures for submission of share
certificates set forth in Article 219 of the Corporation Act.
In case of acquisition of Preferred Shares set forth in Article 17 of the Articles of Incorporation, the
Company shall give notices or public notices of the amount of cash to be delivered to the holders of the
Preferred Shares in exchange for the acquisition of one (1) share of such Preferred Shares and any other
necessary matters to the holders of the Preferred Shares during the procedures provided for in the preceding
paragraph.
In case of mandatory acquisition of Preferred Shares provided for in Article 19 of the Articles of
Incorporation, the Company shall give notices or public notices of the number of the Ordinary Shares to be
delivered in exchange for acquisition of such Preferred Shares set forth in the said article and any other
necessary matters to the holders of the Preferred Shares.
Article 51.
Shares)
(Request for Delivery of New Share Certificates upon Mandatory Acquisition of Preferred
1.
In case of mandatory acquisition of Preferred Shares provided for in Article 19 of the Articles of
Incorporation, to request delivery of share certificates of the Ordinary Shares, a written request therefor set
forth by the Company together with the Preferred Share Certificates concerned shall be submitted to the
handling office or any of the liaison offices of the share transfer agent provided for in Article 2 hereof.
Provided, however, that in case no Preferred Share Certificates concerned have been issued, the submission
of Preferred Share Certificates shall not be required.
2.
The provisions of Article 46, Paragraph 2 hereof shall apply mutatis mutandis in case of the preceding
paragraph.
CHAPTER XII. HANDLING FEES
Article 52.
(Handling Fees)
Fees for handling of shares and fractional shares of the Company shall be as follows:
1.
In case of registration of the lost share certificates pursuant to Article 25 hereof:
The fee shall be three thousand (3,000) yen per registration of lost share certificate.
Even if an application to cancel the registration of the lost share certificates is made, the handling fee
collected shall not be refunded.
2.
In case of purchase of fractional shares pursuant to Article 32 hereof or purchase of additional
fractional shares pursuant to Article 36 hereof:
The fee shall be the amount obtained by multiplying the purchase price provided for in Article 33
hereof by 0.75%, or the amount obtained by multiplying the additional purchase price provided for in
Article 40 hereof by 0.75%. Provided, however, that if the total amount is less than one thousand eight
hundred (1,800) yen, the handling fee shall be one thousand eight hundred (1,800) yen. (Fractions less
than one (1) yen shall be disregarded.)
Supplemental Provisions
Article 1.
(Effective Date)
These Regulations, as amended, shall take effect as of the time when the amendments to the Articles of
Incorporation become effective at the first Annual General Meeting of Shareholders.
10
Article 2.
(Treatment of Reissuance of Share Certificates under Judgment of Nullification)
In case a request for the reissuance of new share certificates is made by submitting a written request therefor
together with the original or a certified copy of the judgment of nullification of the share certificates, such share
certificates which became invalid by such judgment shall be newly issued.
Article 3.
(Handling of Fractional Shares)
1.
2.
The Company shall have a transfer agent for its fractional shares and any businesses with respect to
fractional shares shall be handled by such transfer agent.
The transfer agent for fractional shares and its handling office shall be the same as the share transfer agent
ant its handling office provided for in Article 2 hereof.
3.
This article shall become invalid at the time when no fractional share of the Company exists.
11
Amendment History
October 1, 2001 Article 9 amended
June 27, 2002
April 1, 2003
July 1, 2003
Articles 1, 9, 10, 11, 23, 33, 34, 35 and 36 amended
Articles 4, 5, 24, 25, 26, 27, 29, 30, 33, 40, 41, Article 2 of Supplemental Provision amended
Articles after No. 28 were renumbered
Articles 1, 2, 32, 33, 35, 36, 37, 38, 39, 40, 41, 42, 45, 46, 47, 48 and 49 amended
Articles after No. 43 were renumbered
Articles 1, 45, 46, 47 and 48 amended
Articles 43, 44, 45, 46, 47 and 48 amended
June 29, 2004
June 29, 2005
October 1, 2005 Articles 2, 33, 35, 36, 38, 41, 43, 49 and 50 amended
May 1, 2006
June 29, 2006
Articles after No. 37 were renumbered
Articles 2, 4 through 10, 16 through 18, 20, 21, 23 through 27, 29, 31 through 33, and 35
through 50 amended
Articles after No. 37 were renumbered
Articles 1 through 3 of Supplemental Provisions amended
Articles 1, 9, 23 (newly established), 34, 39, 41, 46, 48, 49, 50, 51, 52 and Article 1 of
Supplemental Provisions amended
Articles after No. 34 were renumbered
- No further entry -
12
Exhibit 2(a)
081 No. 0000000
1
[Translation]
Share Certificate
of
Mitsubishi UFJ Financial Group, Inc.
1 Share
[Sample]
Name of Corporation Mitsubishi UFJ Financial Group, Inc.
Date of Incorporation April 2, 2001
This is to certify that this person named herein is the holder of the above-mentioned share.
Mitsubishi UFJ Financial Group, Inc.
President & CEO: Nobuo Kuroyanagi (Corporate Seal)
1
[back]
Date of Issuance of Share Certificate:
Name of Shareholder:
Receipt of stamp duty acknowledged by
Toshima Ward Tax Office
Date of Registration
Name of Shareholder
Registration Seal
1
2
3
4
5
6
7
8
(This section is for computer processing. Please make sure that this section is not soiled.)
Mitsubishi UFJ Financial Group, Inc. 081 No. 0000000 1
072010081000000090
2
)
b
(
2
t
i
b
i
h
x
E
Exhibit 2(c)
MITSUBISHI TOKYO FINANCIAL GROUP, INC.
(F/K/A THE BANK OF TOKYO-MITSUBISHI, LTD.)
AND
THE BANK OF NEW YORK
As Depositary
AND
OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS
Deposit Agreement
Dated as of September 19, 1989
Amended and Restated as of April 2, 2001
As further Amended and Restated as of December 22, 2004
TABLE OF CONTENTS
ARTICLE 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 1.01. Issuer
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 1.02. Depositary; Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 1.03. Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 1.04. Deposit Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 1.05. Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 1.06. Deposited Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 1.07. Receipts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 1.08. American Depositary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 1.09. Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 1.10. Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 1.11. Dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 1.12. Delivery; Deposit; Surrender; Transfer; Withdrawal . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 1.13. Securities Act of 1933 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 1.14. Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 1.15. Restricted Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 1.16. Yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY,
TRANSFER AND SURRENDER OF RECEIPTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 2.01. Form and Transferability of Receipts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 2.02. Deposit of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 2.03. Execution and Delivery of Receipts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 2.04. Transfer of Receipts; Combination and Split-up of Receipts . . . . . . . . . . . . . . . . .
SECTION 2.05. Surrender of Receipts and Withdrawal of Shares . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 2.06. Limitations on Execution and Delivery, Transfer and Surrender of Receipts . . . . .
SECTION 2.07. Lost Receipts, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 2.08. Cancellation and Destruction of Surrendered Receipts . . . . . . . . . . . . . . . . . . . . . .
SECTION 2.09. Pre-Release of Receipts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS OF RECEIPTS . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 3.01. Filing Proofs, Certificates and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 3.02. Liability of Owner for Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 3.03. Warranties on Deposit of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE 4. THE DEPOSITED SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 4.01. Cash Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 4.02. Distributions Other Than Cash, Shares or Rights . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 4.03. Distributions in Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 4.04. Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 4.05. Conversion of Foreign Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 4.06. Fixing of Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 4.07. Voting of Deposited Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 4.08. Changes Affecting Deposited Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 4.09. Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 4.10. Lists of Receipt Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 4.1l. Withholding,
4
4
4
4
4
5
5
5
5
5
5
5
5
6
6
6
6
6
6
7
7
8
8
9
10
10
10
11
11
11
11
11
11
12
12
12
13
13
13
14
14
14
15
ii
ARTICLE 5. THE DEPOSITARY, THE CUSTODIAN AND THE ISSUER . . . . . . . . . . . . . . . . . . . . . .
SECTION 5.01. Maintenance of Office and Transfer Books by the Depositary . . . . . . . . . . . . . . . .
SECTION 5.02. Prevention or Delay in Performance by the Depositary, the Custodian or the
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 5.03. Obligations of the Depositary, the Custodian and the Issuer . . . . . . . . . . . . . . . . . .
SECTION 5.04. Resignation and Removal of the Depositary, Appointment of Successor
Depositary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 5.05. The Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 5.06. Notices and Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 5.07. Issuance of Additional Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 5.08. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 5.09. Charges of Depositary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 5.10. Retention of Depositary Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 5.11. Exclusivity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 5.12. List of Restricted Securities Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 5.13. Withholding of Japanese Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE 6. AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 6.01. Amendment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 6.02. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE 7. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 7.01. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 7.02. No Third Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 7.03. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 7.04. Holders and Owners as Parties; Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 7.05. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 7.06. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 7.07. Compliance with U.S. Securities Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
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DEPOSIT AGREEMENT
DEPOSIT AGREEMENT dated as of September 19, 1989, as amended and restated as of April 2, 2001, as
further amended and restated as of December 22, 2004, among MITSUBISHI TOKYO FINANCIAL GROUP,
INC., incorporated under the laws of Japan (herein called the Issuer), THE BANK OF NEW YORK, a New York
banking corporation (herein called the Depositary), and all Owners and holders from time to time of American
Depositary Receipts issued hereunder.
W I T N E S S E T H:
WHEREAS, the Issuer desires to provide, as hereinafter set forth in this Deposit Agreement, for the deposit
of Shares of Common Stock (herein called Shares) of the Issuer from time to time with the Depositary or with the
Tokyo, Japan office of The Bank of Tokyo-Mitsubishi, Ltd. (in such capacity herein called the Custodian), as
agent of the Depositary for the purposes set forth in this Deposit Agreement, for the creation of American
Depositary Shares representing the Shares so deposited and for the execution and delivery of American
Depositary Receipts in respect of the American Depositary Shares; and
WHEREAS, the American Depositary Receipts are to be substantially in the form of Exhibit A annexed
hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit
Agreement;
NOW, THEREFORE, in consideration of the premises, it is agreed by and between the parties hereto as
follows:
ARTICLE 1. DEFINITIONS.
The following definitions shall for all purposes, unless otherwise clearly indicated, apply to the respective
terms used in this Deposit Agreement:
SECTION 1.01.
Issuer.
The term “Issuer” shall mean Mitsubishi Tokyo Financial Group, Inc. incorporated under the laws of Japan,
and its successors.
SECTION 1.02. Depositary; Corporate Trust Office.
The term “Depositary” shall mean The Bank of New York, a New York banking corporation, and any
successor as depositary hereunder. The term “Corporate Trust Office”, when used with respect to the Depositary,
shall mean the office of the Depositary which at the date of this Deposit Agreement is located at 101 Barclay
Street, New York, New York, 10286.
SECTION 1.03. Custodian.
The term “Custodian” shall mean the principal office of The Bank of Tokyo-Mitsubishi, Ltd., as agent of the
Depositary for the purposes of this Deposit Agreement, and any other firm or corporation which may hereafter be
appointed by the Depositary pursuant to the terms of Section 5.05, as substitute or additional custodian or
custodians hereunder, as the context shall require and the term “Custodians” shall mean all of them, collectively.
SECTION 1.04. Deposit Agreement.
The term “Deposit Agreement” shall mean this amended and restated Deposit Agreement, as the same may
be amended from time to time in accordance with the provisions hereof.
4
SECTION 1.05. Shares.
The term “Shares” shall mean Shares of Common Stock in registered form of the Issuer, par value 50,000
yen each, heretofore validly issued and outstanding and fully paid, non-assessable and free of any pre-emption
rights of the holders of outstanding Shares or hereafter validly issued and outstanding and fully paid,
non-assessable and free of any pre-emption rights of the holders of outstanding Shares or interim certificates
representing such Shares.
SECTION 1.06. Deposited Securities.
The term “Deposited Securities” as of any time shall mean Shares at such time deposited or deemed to be
deposited under this Deposit Agreement and any and all other securities, property and cash received by the
Depositary or the Custodian in respect thereof and at such time held hereunder, subject as to cash to the
provisions of Section 4.05.
SECTION 1.07. Receipts.
The term “Receipts” shall mean the American Depositary Receipts issued hereunder evidencing American
Depositary Shares.
SECTION 1.08. American Depositary Shares.
The term “American Depositary Shares” shall mean the rights represented by the Receipts issued hereunder
and the interests in the Deposited Securities represented thereby. Each American Depositary Share shall
represent one-thousandth of one Share, until there shall occur a distribution upon Deposited Securities covered
by Section 4.03 or a change in Deposited Securities covered by Section 4.08 with respect to which additional
Receipts are not executed and delivered, and thereafter American Depositary Shares shall evidence the amount of
Shares or Deposited Securities specified in such Sections.
SECTION 1.09. Owner.
The term “Owner” shall mean the person in whose name a Receipt is registered on the books of the
Depositary maintained for such purpose.
SECTION 1.10. Registrar.
The term “Registrar” shall mean any bank or trust company having an office in the Borough of Manhattan,
The City of New York, which shall be appointed to register Receipts and transfers of Receipts as herein
provided.
SECTION 1.11. Dollars.
The term “Dollars” shall mean United States dollars.
SECTION 1.12. Delivery; Deposit; Surrender; Transfer; Withdrawal.
The terms “deliver”, “deposit”, “surrender”, “transfer” or “withdraw”, when used (i) with respect to Shares:
(a) in the case of book-entry Shares, shall refer to an entry or entries in an account or accounts maintained by
institutions authorized under applicable law to effect transfers of securities, or (b) in the case of certificated
Shares, to the physical delivery, deposit, surrender, transfer or withdrawal of certificates representing the Shares
and (ii) with respect to American Depositary Shares evidenced by Receipts, (a) in the case of American
Depositary Shares available in book-entry form, shall refer to appropriate adjustments in the records maintained
by (1) the Depositary, (2) the Depository Trust Company (“DTC”) or its nominee, or (3) institutions that have
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accounts with DTC, as applicable, or (b) otherwise, shall refer to the physical delivery, deposit, surrender,
transfer or withdrawal of such American Depositary Shares evidenced by Receipts.
SECTION 1.13. Securities Act of 1933.
The term “Securities Act of 1933” shall mean the United States Securities Act of 1933, as from time to time
amended.
SECTION 1.14. Commission.
The term “Commission” shall mean the Securities and Exchange Commission of the United States or any
successor governmental agency in the United States.
SECTION 1.15. Restricted Securities.
The term “Restricted Securities” shall mean Shares as defined above, or Receipts representing such Shares,
which are acquired directly or indirectly from the Issuer or its affiliates (as defined in Rule 144 to the Securities
Act of 1933) in a transaction or chain of transactions not involving any public offering or which are subject to
resale limitations under Regulation D under that Act or both, or which are held by an officer, director (or persons
performing similar functions) or other affiliate of the Issuer, or which are subject to other restrictions on sale or
deposit under the laws of the United States, Japan, or under a shareholder agreement or the Articles of
Incorporation and the Share Handling Regulations of the Issuer.
SECTION 1.16. Yen.
The term “yen” shall mean Japanese yen.
ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY,
TRANSFER AND SURRENDER OF RECEIPTS.
SECTION 2.01. Form and Transferability of Receipts.
Definitive Receipts shall be substantially in the form set forth in Exhibit A annexed to this Deposit
Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. Such Receipts
shall be executed by the Depositary by the manual or facsimile signature of a duly authorized signatory of the
Depositary and, if a Registrar for the Receipts shall have been appointed, countersigned by the manual or
facsimile signature of a duly authorized officer of the Registrar. No Receipt shall be entitled to any benefits
under this Deposit Agreement or be valid or obligatory for any purpose, unless such Receipt shall have been
executed by the Depositary by the manual or facsimile signature of a duly authorized signatory and, if a Registrar
shall have been appointed, countersigned by the manual or facsimile signature of a duly authorized officer of the
Registrar. The Depositary shall maintain books on which each Receipt so executed and delivered as hereinafter
provided and the transfer of each such Receipt shall be registered. Receipts bearing the manual or facsimile
signature of a duly authorized signatory of the Depositary who was at any time a proper signatory of the
Depositary shall bind the Depositary, notwithstanding that such signatory has ceased to hold such office prior to
the execution of such Receipts by the Registrar and their delivery or did not hold such office at the date of such
Receipts.
The Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or
changes not inconsistent with the provisions of this Deposit Agreement as may be required by the Depositary or
required to comply with any applicable law or regulations thereunder or with the rules and regulations of any
securities exchange upon which Receipts may be listed or to conform with any usage with respect thereto, or to
indicate any special limitations or restrictions to which any particular Receipts are subject by reason of the date
of issuance of the underlying Deposited Securities or otherwise.
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Title to a Receipt (and to the American Depositary Shares evidenced thereby), when properly endorsed or
accompanied by proper instruments of transfer, shall be transferable by delivery with the same effect as in the
case of a negotiable instrument; provided, however, that the Depositary, notwithstanding any notice to the
contrary, may treat the Owner thereof as the absolute owner thereof for the purpose of determining the person
entitled to distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement
and for all other purposes.
SECTION 2.02. Deposit of Shares.
Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive
Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate
instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all
such certifications as may be required by the Depositary or the Custodian in accordance with the provisions of
this Deposit Agreement and, if the Depositary requires, together with a written order directing the Depositary to
execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or
Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted
for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been
granted by the governmental body in Japan, if any, which is then performing the function of the regulation of
currency exchange if required by the Depositary. Shares presented for deposit at any time, whether or not the
transfer books of the Issuer (or the appointed agent of the Issuer for transfer and registration of Shares) are
closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the
Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for
additional Shares or to receive other property which any person in whose name the Shares are or have been
recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of
indemnity or other agreement as shall be satisfactory to the Depositary.
At the request and risk and expense of any person proposing to deposit Shares, and for the account of such
person, the Depositary may receive certificates for Shares to be deposited, together with the other instruments
herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder.
Subject to the terms and conditions of this Deposit Agreement, Shares may also be deposited hereunder in
connection with the delivery of Receipts to represent distributions under Section 4.03 or upon exercise of the
rights to subscribe referred to in Section 4.04; provided, however, that in such event if by operation of applicable
provisions of the Japanese Commercial Code or any other Japanese law no certificate for any number of Shares
issued upon such distribution or upon such exercise is issuable, such number of Shares which would form a part
of the Deposited Securities in respect of the Receipts to be delivered pursuant to Section 4.03 or 4.04 shall be
deemed to be deposited hereunder without delivery of such certificate to the Custodian if such Shares are
registered in the name of the Depositary or its nominee or the Custodian or its nominee on the books of the Issuer
at the time of the issue of such Shares.
Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder,
together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can
be accomplished, present such certificate or certificates to the Issuer (or the appointed agent of the Issuer for
transfer and registration of Shares), for transfer and recordation of the Shares being deposited in the name of the
Depositary or its nominee or such Custodian or its nominee.
Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of
the Depositary or at such other place or places as the Depositary shall determine.
SECTION 2.03. Execution and Delivery of Receipts.
Upon receipt by any Custodian of any deposit pursuant to Section 2.02 hereunder (and in addition, if the
transfer books of the Issuer (or the appointed agent of the Issuer for the transfer and registration of Shares) are
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open, the Depositary may require a proper acknowledgment or other evidence from the Issuer satisfactory to the
Depositary that any Deposited Securities have been recorded upon the books of the Issuer (or the appointed agent
of the Issuer for the transfer and registration of Shares) in the name of the Depositary or its nominee or such
Custodian or its nominee), together with the other documents required as above specified, such Custodian shall
notify the Depositary of such deposit and the person or persons to whom or upon whose written order a Receipt
or Receipts are deliverable in respect thereof and the number of American Depositary Shares to be evidenced
thereby. Such notification shall be made by letter or, at the request and risk and expense of the person making the
deposit, by cable, telex or facsimile transmission. Upon receiving such notice from such Custodian, or upon the
receipt of Shares by the Depositary, the Depositary, subject to the terms and conditions of this Deposit
Agreement, shall execute and deliver at its Corporate Trust Office, to or upon the order of the person or persons
entitled thereto, a Receipt or Receipts, registered in the name or names and evidencing any authorized number of
American Depositary Shares requested by such person or persons, but only upon payment to the Depositary of
the fee of the Depositary for the execution and delivery of such Receipt or Receipts, and of all taxes and
governmental charges and fees payable in connection with such deposit and the transfer of the Deposited
Securities.
SECTION 2.04. Transfer of Receipts; Combination and Split-up of Receipts.
The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers on its
transfer books from time to time of Receipts, upon any surrender of a Receipt, by the Owner in person or by duly
authorized attorney, properly endorsed or accompanied by proper instruments of transfer, and duly stamped as
may be required by the laws of the State of New York and of the United States of America. Thereupon the
Depositary shall execute a new Receipt or Receipts and deliver the same to or upon the order of the person
entitled thereto.
The Depositary, subject to the terms and conditions of this Deposit Agreement, shall upon surrender of a
Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute
and deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested,
evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered.
The Depositary may appoint one or more co-transfer agents for the purpose of effecting transfers,
combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In the event a
co-transfer agent is appointed it shall carry out its functions on behalf of the Depositary in accordance with any
applicable laws, requirements of any stock exchange upon which the Receipts or the American Depositary Shares
are listed and in accordance with the instructions of the Depositary. In carrying out its functions, a co-transfer
agent may require evidence of authority and compliance with applicable laws and other requirements by holders
or Owners or persons entitled thereto and will be entitled to protection and indemnity to the same extent as the
Depositary.
SECTION 2.05. Surrender of Receipts and Withdrawal of Shares.
Upon surrender at the Corporate Trust Office of the Depositary of a Receipt for the purpose of withdrawal
of the Deposited Securities represented thereby, and upon payment of the fee of the Depositary for the
cancellation of Receipts, and subject to the terms and conditions of this Deposit Agreement, the Owner of such
Receipt shall be entitled to delivery, to him or upon his order, of the amount of Deposited Securities at the time
represented by such Receipt. Delivery of such Deposited Securities may be made by the delivery of certificates to
such Owner or as ordered by him. Such delivery shall be made, as hereinafter provided, without unreasonable
delay.
A Receipt surrendered for such purposes may be required by the Depositary to be properly endorsed in
blank or accompanied by proper instruments of transfer in blank, and if the Depositary requires, the Owner
thereof shall execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited
8
Securities being withdrawn to be delivered to or upon the written order of a person or persons designated in such
order. Thereupon the Depositary shall direct one (or more) of the Custodians to deliver at the Tokyo, Japan office
of such Custodian, subject to Sections 2.06, 3.01 and 3.02, and to the other terms and conditions of this Deposit
Agreement, to or upon the written order of the person or persons designated in the order delivered to the
Depositary if so required by the Depositary and as above provided, the amount of Deposited Securities
represented by such Receipt, except that the Depositary may make delivery to such person or persons at the
Corporate Trust Office of the Depositary of any dividends or distributions with respect to the Deposited
Securities represented by such Receipt, or of any proceeds of sale of any dividends, distributions or rights, which
may at the time be held by the Depositary.
At the request, risk and expense of any Owner so surrendering a Receipt, and for the account of such Owner,
the Depositary shall direct the Custodian to forward a certificate or certificates and other proper documents of
title for the Deposited Securities represented by such Receipt to the Depositary for delivery at the Corporate
Trust Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such
Owner, by cable, telex or facsimile transmission.
SECTION 2.06. Limitations on Execution and Delivery, Transfer and Surrender of Receipts.
As a condition precedent to the execution and delivery, registration, registration of transfer, split-up,
combination or surrender of any Receipt, the delivery of any distribution thereon, or the withdrawal of any
Deposited Securities, the Depositary or the Custodian (i) may require payment from the depositor of Shares or
the presenter of the Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any
stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to
Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, (ii) may require the
production of proof satisfactory to it as to the identity and genuineness of any signature and (iii) may also require
compliance with such regulations, if any, as the Depositary may establish consistent with the provisions of this
Deposit Agreement.
The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be
suspended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer of
outstanding Receipts generally may be suspended, during any period when the register of shareholders of the
Issuer or the transfer books of the Depositary are closed, or if any such action is deemed necessary or advisable
by the Depositary or the Issuer at any time or from time to time because of any requirement of law or of any
government or governmental body or commission, or under any provision of this Deposit Agreement; the
surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended subject only to
(i) temporary delays caused by closing the transfer books of the Depositary or the Issuer or the deposit of Shares
in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes
and similar charges, and (iii) compliance with any United States or foreign laws or governmental regulations
relating to the Receipts or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, the
Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be
registered under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such
Shares.
In all instances, the American Depositary Shares evidenced by a Receipt may only be presented for
cancellation and release of the underlying Shares or other Deposited Securities in multiples of 1,000 American
Depositary Shares. Holders of Receipts representing less than 1,000 American Depositary Shares will not be
entitled to delivery of any underlying Shares or other Deposited Securities unless such Receipts, together with
other Receipts presented by the same holder or Owner at the same time, represent in the aggregate at least 1,000
American Depositary Shares. If any American Depositary Shares are surrendered but not cancelled pursuant to
the preceding sentence, the Depositary shall execute and deliver a Receipt or Receipts evidencing the balance of
American Depositary Shares not so cancelled to the person or persons surrendering the same.
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SECTION 2.07. Lost Receipts, etc.
In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary shall execute and deliver a
new Receipt of like tenor, in exchange and substitution for such mutilated Receipt upon cancellation thereof, or
in lieu of and in substitution for such destroyed or lost or stolen Receipt, upon the Owner thereof filing with the
Depositary (a) a request for such execution and delivery before the Depositary has notice that the Receipt has
been acquired by a bona fide purchaser and (b) a sufficient indemnity bond and satisfying any other reasonable
requirements imposed by the Depositary.
SECTION 2.08. Cancellation and Destruction of Surrendered Receipts.
All Receipts surrendered to the Depositary shall be cancelled by the Depositary. The Depositary is
authorized to destroy Receipts so cancelled.
SECTION 2.09. Pre-Release of Receipts.
The Depositary may issue Receipts against the delivery by the Issuer (or any agent of the Issuer recording
Share ownership) of rights to receive Shares from the Issuer (or any such agent). No such issue of Receipts will
be deemed a “Pre-Release” that is subject to the restrictions of the following paragraph.
Unless requested in writing by the Issuer to cease doing so, the Depositary may, notwithstanding
Section 2.03 hereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (“Pre-
Release”). The Depositary may, pursuant to Section 2.05, deliver Shares upon the receipt and cancellation of
Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such
Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive
Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied
by a written representation and agreement from the person to whom Receipts are to be delivered (the “Pre-
Releasee”) that the Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may
be, (ii) assigns all beneficial rights, title and interest in such Shares or Receipts, as the case may be, to the
Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect
to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership
(including, without the consent of the Depositary, disposing of such Shares or Receipts, as the case may be),
other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government
securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar
liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and
(d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of
Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of
Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided,
however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably
appropriate, and may, with the prior written consent of the Issuer, change such limit for purposes of general
application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into
hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For
purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the
collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the
Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the
Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall
not, for the avoidance of doubt, constitute Deposited Securities hereunder).
The Depositary may retain for its own account any compensation received by it in connection with the
foregoing.
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ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS OF RECEIPTS.
SECTION 3.01. Filing Proofs, Certificates and Other Information.
Any person presenting Shares for deposit or any Owner of a Receipt may be required from time to time to
file such proof of citizenship or residence, exchange control approval, or such information relating to the
registration on the books of the Issuer (or the appointed agent of the Issuer for transfer and registration of Shares)
of the Shares presented for deposit or other information, to execute such certificates and to make such
representations and warranties, as the Depositary may deem necessary or proper. The Depositary may withhold
the delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other
distribution or rights or of the proceeds thereof or the delivery of any Deposited Securities until such proof or
other information is filed or such certificates are executed.
SECTION 3.02. Liability of Owner for Taxes.
If any tax or other governmental charge shall become payable with respect to any Receipt or any Deposited
Securities represented by any Receipt, such tax or other governmental charge shall be payable by the Owner of
such Receipt to the Depositary. The Depositary may refuse to effect any transfer of such Receipt or any
withdrawal of Deposited Securities represented thereby until such payment is made, and may withhold any
dividends or other distributions, or may sell for the account of the Owner thereof any part or all of the Deposited
Securities represented by such Receipt, and may apply such dividends or other distributions or the proceeds of
any such sale in payment of such tax or other governmental charge, the Owner of such Receipt remaining liable
for any deficiency.
SECTION 3.03. Warranties on Deposit of Shares.
Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and
warrant that such Shares and each certificate therefor are validly issued, fully paid, non-assessable and free of
any pre-emption rights of the holders of outstanding Shares and that the person making such deposit is duly
authorized so to do. Every such person shall also be deemed to represent that, to the best of such person’s
knowledge, the deposit of Shares and the sale of Receipts by that person are not restricted under the Securities
Act of 1933. Such representations and warranties shall survive the deposit of Shares and issuance of Receipts.
ARTICLE 4. THE DEPOSITED SECURITIES.
SECTION 4.01. Cash Distributions.
Whenever the Depositary shall receive any cash dividend or other cash distribution by the Issuer on any
Deposited Securities, the Depositary shall, subject to the provisions of Section 4.05, convert such dividend or
distribution into Dollars and shall distribute the amount thus received to the Owners entitled thereto, in
proportion to the number of American Depositary Shares representing such Deposited Securities held by them
respectively; provided, however, that in the event that the Issuer or the Depositary shall be required to withhold
and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an
amount on account of taxes, the amount distributed to the Owner for American Depositary Shares representing
such Deposited Securities shall be reduced accordingly. The Depositary shall distribute only such amount,
however, as can be distributed without attributing to any Owner a fraction of one cent. Any such fractional
amounts shall be rounded to the nearest whole cent and so distributed to Owners entitled thereto. The Issuer or its
agent will remit to the appropriate governmental agency in Japan all amounts withheld and owing to such
agency. The Depositary will forward to the Issuer or its agent such information from its records as the Issuer may
reasonably request to enable the Issuer or its agent to file necessary reports with governmental agencies, and
either the Depositary or the Issuer or its agent may file any such reports necessary to obtain benefits under the
applicable tax treaties for the Owners of Receipts.
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SECTION 4.02. Distributions Other Than Cash, Shares or Rights.
Whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.01,
4.03 or 4.04, the Depositary shall cause the securities or property received by it to be distributed to the Owners
entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited
Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for
accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution
cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including any
requirement that the Issuer or the Depositary withhold an amount on account of taxes) the Depositary deems such
distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable
for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or
property thus received, or any part thereof, and the net proceeds of any such sale shall be distributed by the
Depositary to the Owners entitled thereto as in the case of a distribution received in cash.
SECTION 4.03. Distributions in Shares.
If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares,
the Depositary may, and shall if the Issuer shall so request, distribute to the Owners of outstanding Receipts
entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited
Securities held by them respectively, additional Receipts for an aggregate number of American Depositary
Shares representing the amount of Shares received as such dividend or free distribution. In lieu of delivering
Receipts for fractional American Depositary Shares in any such case, the Depositary shall sell the amount of
Shares represented by the aggregate of such fractions and distribute the net proceeds, all in the manner and
subject to the conditions described in Section 4.02. If additional Receipts are not so distributed, each American
Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities
represented thereby.
SECTION 4.04. Rights.
In the event that the Issuer shall offer or cause to be offered to the holders of any Deposited Securities any
rights to subscribe for additional Shares or any rights of any other nature, the Depositary, after consultation with
the Issuer, shall have discretion as to the procedure to be followed in making such rights available to the Owners
of Receipts or in disposing of such rights on behalf of such Owners and making the net proceeds available in
Dollars to such Owners; provided, however, that the Depositary will, if requested by the Issuer, take action as
follows:
(i)
(ii)
if at the time of the offering of any rights the Depositary determines that it is lawful and feasible to
make such rights available to Owners of Receipts by means of warrants or otherwise, the Depositary
shall distribute warrants or other instruments therefor in such form as it may determine to the Owners
entitled thereto, in proportion to the number of American Depositary Shares representing such
Deposited Securities, or employ such other method as it may deem feasible in order to facilitate the
exercise, sale or transfer of rights by such Owners; or
if at the time of the offering of any rights the Depositary determines that it is not lawful or not feasible
to make such rights available to Owners of Receipts by means of warrants or otherwise, or if the rights
represented by such warrants or such other instruments are not exercised and appear to be about to
lapse, the Depositary in its discretion may sell such rights or such warrants or other instruments at
public or private sale, at such place or places and upon such terms as it may deem proper, and may
allocate the net proceeds of such sales for the account of the Owners of Receipts otherwise entitled to
such rights, warrants or other instruments, upon an averaged or other practicable basis without regard
to any distinctions among such Owners because of exchange restrictions, or the date of delivery of any
Receipt or Receipts, or otherwise.
If registration under the Securities Act of 1933 of the securities to which any rights relate is required in
order for the Issuer to offer such rights to Owners of Receipts and sell the securities represented by such rights,
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the Depositary will not offer such rights to the Owners of Receipts unless and until such a registration statement
is in effect, or unless the offering and sale of such securities to the Owners of such Receipts are exempt from
registration under the provisions of such Act.
SECTION 4.05. Conversion of Foreign Currency.
Whenever the Depositary shall receive foreign currency, by way of dividends or other distributions or the
net proceeds from the sale of securities, property or rights, and if at the time of the receipt thereof the foreign
currency so received can in the judgment of the Depositary be converted on a reasonable basis into Dollars and
the resulting Dollars transferred to the United States, the Depositary shall convert or cause to be converted, by
sale or in any other manner that it may determine, such foreign currency into Dollars, and such Dollars (net of
any conversion expenses of the Depositary) shall be distributed to the Owners entitled thereto or, if the
Depositary shall have distributed any warrants or other instruments which entitle the holders thereof to such
Dollars, then to the holders of such warrants and/or instruments upon surrender thereof for cancellation. Such
distribution may be made upon an averaged or other practicable basis without regard to any distinctions among
Owners on account of exchange restrictions or otherwise.
If such conversion or distribution can be effected only with the approval or license of any government or
agency thereof, the Depositary shall file such application for approval or license, if any, as it may deem desirable.
If at any time the Depositary shall determine that in its judgment any foreign currency received by the
Depositary is not convertible on a reasonable basis into Dollars transferable to the United States, or if any
approval or license of any government or agency thereof which is required for such conversion is denied or in the
opinion of the Depositary is not obtainable, or if any such approval or license is not obtained within a reasonable
period as determined by the Depositary, the Depositary may distribute the foreign currency (or an appropriate
document evidencing the right to receive such foreign currency) received by the Depositary to, or in its discretion
may hold such foreign currency for the respective accounts of, the Owners entitled to receive the same.
If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some
Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to
the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency
received by the Depositary to, or hold such balance for the respective accounts of, the Owners entitled thereto.
SECTION 4.06. Fixing of Record Date.
Whenever any cash dividend or other cash distribution shall become payable or any distribution other than
cash shall be made, or whenever rights shall be issued with respect to the Deposited Securities, or whenever for
any reason the Depositary causes a change in the number of Shares that are represented by each American
Depositary Share, or whenever the Depositary shall receive notice of any meeting of holders of Shares or other
Deposited Securities, the Depositary shall fix a record date for the determination of the Owners who shall be
entitled to receive such dividend, distribution or rights, or the net proceeds of the sale thereof, or to give
instructions for the exercise of voting rights at any such meeting, or for fixing the date on or after which each
American Depositary Share will represent the changed number of Shares. Subject to the provisions of Sections
4.01 through 4.05 and to the other terms and conditions of this Deposit Agreement, the Owners on such record
date shall be entitled to receive the amount distributable by the Depositary with respect to such dividend or other
distribution or such rights or the net proceeds of sale thereof in proportion to the number of American Depositary
Shares held by them respectively.
SECTION 4.07. Voting of Deposited Securities.
Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, the Depositary
shall, as soon as practicable thereafter, mail to the Owners a notice, which shall contain (a) such information as is
contained in such notice of meeting, (b) a statement that the Owners as of the close of business on a specified
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record date will be entitled, subject to any applicable provision of Japanese law and of the Articles of
Incorporation of the Issuer, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to
the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares
and (c) a brief statement as to the manner in which such instructions may be given, including an express
indication that instructions may be given, or deemed given in accordance with the last sentence of this paragraph
if no instruction is received, to the Depositary to give a discretionary proxy to a person designated by the Issuer.
Upon the written request of an Owner on the specified record date, received on or before the date established by
the Depositary for such purpose (the “Instruction Date), the Depositary shall endeavor in so far as practicable to
vote or cause to be voted the amount of Shares or other Deposited Securities represented by such Receipt in
accordance with the instructions set forth in such request. So long as Japanese law provides that votes may only
be cast with respect to one or more whole Shares or other Deposited Securities, the Depositary shall aggregate
voting instructions to the extent such instructions are the same and vote such whole Shares or other Deposited
Securities in accordance with the Owners’ instructions. If after aggregation of all instructions to vote received by
the Depositary, any portion of which constitutes instructions with respect to less than a whole Share or other
Deposited Security, the Depositary will not vote or cause to be voted the Shares or other Deposited Securities to
which such portion of the instructions apply. The Depositary shall not vote or attempt to exercise the right to vote
that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or
deemed instructions. If no instructions are received by the Depositary from any Owner with respect to any of the
Deposited Securities represented by the American Depositary Shares evidenced by such Owner’s Receipts on or
before the Instruction Date, the Depositary shall deem such Owner to have instructed the Depositary to give a
discretionary proxy to a person designated by the Issuer with respect to such Deposited Securities and the
Depositary shall give a discretionary proxy to a person designated by the Issuer to vote such Deposited Securities
provided, that no such instruction shall be given with respect to any matter as to which the Issuer informs the
Depositary (and the Issuer agrees to provide such information as promptly as practicable in writing) that (x) the
Issuer does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and
adversely affects the rights of holders of shares.
SECTION 4.08. Changes Affecting Deposited Securities.
Upon any change in nominal value, par value, split-up, consolidation or any other reclassification of
Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets
affecting the Issuer or to which it is a party, any securities which shall be received by the Depositary or a
Custodian in exchange for or in conversion of or in respect of Deposited Securities shall be treated as new
Deposited Securities under this Deposit Agreement, and American Depositary Shares shall thenceforth represent,
in addition to existing Deposited Securities, the new Deposited Securities so received in exchange or conversion,
unless additional Receipts are delivered pursuant to the following sentence. In any such case the Depositary may,
and shall if the Issuer shall so request, execute and deliver additional Receipts as in the case of a dividend on the
Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing
such new Deposited Securities.
SECTION 4.09. Reports.
The Depositary shall make available for inspection by Owners at its Corporate Trust Office any reports and
communications, including any proxy soliciting material, received from the Issuer which are both (a) received by
the Depositary as the holder of the Deposited Securities and (b) made generally available to the holders of such
Deposited Securities by the Issuer. The Depositary shall also send to the Owners copies of such reports when
furnished by the Issuer pursuant to Section 5.06.
SECTION 4.10. Lists of Receipt Owners.
Promptly upon request by the Issuer, the Depositary shall furnish to it a list, as of a recent date, of the
names, addresses and holdings of American Depositary Shares by all persons in whose names Receipts are
registered on the books of the Depositary.
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SECTION 4.11. Withholding.
In the event that the Depositary determines that any distribution in property (including Shares and rights to
subscribe therefor) is subject to any tax which the Depositary is obligated to withhold, the Depositary may
dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts
and in such manner as the Depositary deems necessary and practicable to pay any such taxes, by public or private
sale, and the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes to the
Owners entitled thereto in proportion to the number of American Depositary Shares held by them respectively.
ARTICLE 5. THE DEPOSITARY, THE CUSTODIAN AND THE ISSUER.
SECTION 5.01. Maintenance of Office and Transfer Books by the Depositary.
Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in
the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration,
registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement.
The Depositary shall keep books for the registration of Receipts and transfers of Receipts which at all
reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the
purpose of communicating with Owners in the interest of a business or object other than the business of the
Issuer or a matter related to this Deposit Agreement or the Receipts.
The Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it
in connection with the performance of its duties hereunder.
If any Receipts or the American Depositary Shares represented thereby are listed on one or more stock
exchanges in the United States, the Depositary shall act as Registrar or with the approval of the Issuer appoint a
Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such
exchange or exchanges. Such Registrar may be removed and a substitute Registrar appointed by the Depositary
upon the request and with the approval of the Issuer.
SECTION 5.02. Prevention or Delay in Performance by the Depositary, the Custodian or the Issuer.
None of the Depositary, the Custodian or the Issuer shall incur any liability to any Owner of any Receipt, if
by reason of any provision of any present or future law of the United States or any other country, or of any other
governmental authority, or by reason of any provision, present or future, of the Articles of Incorporation of the
Issuer, or by reason of any act of God or war or other circumstances beyond its control, the Depositary, the
Custodian or the Issuer shall be prevented or forbidden from doing or performing any act or thing which by the
terms of this Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, the
Custodian or the Issuer incur any liability to any Owner of a Receipt by reason of any non-performance or delay,
caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is
provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion
provided for in this Deposit Agreement. Where, by the terms of a distribution pursuant to Sections 4.01, 4.02, or
4.03 of this Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of this Deposit
Agreement, or for any other reason, such distribution or offering is not and may not lawfully be made available
to Owners, and the Depositary may not lawfully dispose of such distribution or offering on behalf of such
Owners and make the net proceeds available to such Owners, then the Depositary shall not make such
distribution or offering, and shall allow any rights, if applicable, to lapse.
SECTION 5.03. Obligations of the Depositary, the Custodian and the Issuer.
The Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to
Owners or holders of Receipts, except that it agrees to perform its obligations specifically set forth in this
Deposit Agreement without negligence or bad faith.
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Neither the Depositary nor the Custodian assumes any obligation nor shall either of them be subject to any
liability under this Deposit Agreement to any Owner or holder of any Receipts (including, without limitation,
liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to
perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith.
Neither the Depositary nor the Issuer shall be under any obligation to appear in, prosecute or defend any
action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its
opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability
be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with
respect to such proceedings, the responsibility of the Custodian being solely to the Depositary.
None of the Depositary, the Custodian or the Issuer shall be liable for any action or nonaction by it in
reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for
deposit, any Owner, or any other person believed by it in good faith to be competent to give such advice or
information or for any translation of any notice, report or other document made by a translator believed by it to
be competent.
The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the
Deposited Securities, or for the manner in which any such vote is cast or effect of any such vote, provided that
any such action or nonaction is in good faith.
The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in
connection with a previous act or omission of the Depositary or in connection with any matter arising wholly
after the removal or resignation of the Depositary, provided that in connection with the issue out of which such
potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as
Depositary.
The Depositary may own and deal in any class of securities of the Issuer and its affiliates and in Receipts.
No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit
Agreement.
SECTION 5.04. Resignation and Removal of the Depositary, Appointment of Successor Depositary.
The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do
delivered to the Issuer, such resignation to take effect upon the appointment of a successor depositary and its
acceptance of such appointment as hereinafter provided.
The Depositary may at any time be removed by the Issuer by 120 days prior written notice of such removal,
which shall become effective upon the later to occur of (i) the 120th day after delivery of the notice to the
Depositary or (ii) appointment of a successor depositary and its acceptance of such appointment as hereinafter
provided.
In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its best
efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough
of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and
to the Issuer an instrument in writing accepting its appointment hereunder, and thereupon such successor
depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the
written request of the Issuer shall execute and deliver an instrument transferring to such successor all rights and
powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the
Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding
Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners as provided
in Section 7.05.
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Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of
the Depositary without the execution or filing of any document or any further act and the successor depositary
shall notify the Issuer of such event.
SECTION 5.05. The Custodian.
The Depositary has appointed the principal Tokyo, Japan office of The Bank of Tokyo-Mitsubishi, Ltd. as
custodian and agent of the Depositary for the purposes of this Deposit Agreement. The Custodian or its
successors in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary
and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by
notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation
is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary
shall, promptly after receiving such notice, with the approval of the Issuer, appoint a substitute custodian or
custodians, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion
determines that it is in the best interest of the Owners to do so, it may, with the approval of the Issuer, appoint a
substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. Upon
demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested
of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or
additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such
appointment satisfactory in form and substance to the Depositary.
Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall
forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the
appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but
the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and
deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete
power and authority as agent hereunder of such successor depositary.
SECTION 5.06. Notices and Reports.
On or before the first date on which the Issuer gives notice, by publication or otherwise, of any meeting of
holders of Shares or other Deposited Securities, or of any adjourned meeting of such holders, or of the taking of
any action in respect of any cash or other distributions or the offering of any rights, the Issuer agrees to transmit
to the Depositary and the Custodian a copy of the notice thereof in the form given or to be given to holders of
Shares or other Deposited Securities.
The Issuer will arrange for the prompt transmittal by the Issuer to the Depositary and the Custodian of such
notices and any other reports and communications which are made generally available by the Issuer to holders of
its Shares. If requested in writing by the Issuer, the Depositary will arrange for the mailing of copies of such
notices, reports and communications to all Owners. The Issuer will timely provide the Depositary with the
quantity of such notices, reports, and communications as requested by the Depositary from time to time, in order
for the Depositary to effect such mailings.
SECTION 5.07.
Issuance of Additional Shares.
The Issuer agrees that in the event of any issuance of (1) additional Shares, (2) rights to subscribe for
Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities, the Issuer will
promptly furnish to the Depositary a written opinion from counsel for the Issuer in the United States, which
counsel shall be satisfactory to the Depositary, stating whether or not the circumstances of such issue are such as
to make it necessary for a Registration Statement under the Securities Act of 1933 to be in effect prior to the
delivery of the Receipts to be issued in connection with such securities or the issuance of such rights. If in the
opinion of such counsel a Registration Statement is required, such counsel shall furnish to the Depositary a
written opinion as to whether or not there is a Registration Statement in effect which will cover such issuance of
securities or rights.
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The Issuer agrees with the Depositary that neither the Issuer nor any company controlled by controlling or
under common control with the Issuer will at any time deposit any Shares, either upon original issuance or upon
a sale of Shares previously issued and reacquired by the Issuer or any such affiliate, unless a Registration
Statement is in effect as to such Shares under the Securities Act of 1933.
SECTION 5.08.
Indemnification.
The Issuer agrees to indemnify the Depositary and any Custodian against, and hold each of them harmless
from, any liability or expense (including, but not limited to, the reasonable fees and expenses of counsel) which
may arise out of acts performed or omitted, in accordance with the provisions of this Deposit Agreement and of
the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by either the
Depositary or a Custodian, except for any liability or expense arising out of the negligence or bad faith of either
of them, or (ii) by the Issuer or any of its agents.
The indemnities contained in the preceding paragraph shall not extend to any liability or expense which
arises solely and exclusively out of a Pre-Release (as defined in Section 2.09) of a Receipt or Receipts in
accordance with Section 2.09 and which would not otherwise have arisen had such Receipt or Receipts not been
the subject of a Pre-Release pursuant to Section 2.09; provided, however, that the indemnities provided in the
preceding paragraph shall apply to any such liability or expense (i) to the extent that such liability or expense
would have arisen had a Receipt or Receipts not been the subject of a Pre-Release, or (ii) which may arise out of
any misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy
statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement
memorandum) relating to the offer or sale of American Depositary Shares, except to the extent any such liability
or expense arises out of (a) information relating to the Depositary or any Custodian (other than the Issuer), as
applicable, furnished in writing and not materially changed or altered by the Issuer expressly for use in any of the
foregoing documents, or, (b) if such information is provided, the failure to state a material fact necessary to make
the information provided not misleading.
Any person entitled to indemnification under the first sentence of this section who seeks indemnification
hereunder shall notify the Issuer of the commencement of any indemnifiable action or claim promptly after such
person becomes aware of such commencement and shall consult in good faith with the Issuer as to the conduct of
the defense of such action or claim (including the compromise or settlement thereof), which shall be reasonable
in the circumstances.
The Depositary agrees to indemnify the Issuer and hold it harmless from any liability or expense (including,
but not limited to, the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted
by the Depositary or its Custodian due to their negligence or bad faith.
SECTION 5.09. Charges of Depositary.
The Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and
those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the
Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Issuer
once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary.
The following charges shall be incurred by any party depositing or withdrawing Shares or by any party
surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock
dividend or stock split declared by the Issuer or an exchange of stock regarding the Receipts or Deposited
Securities or a distribution of Receipts pursuant to Section 4.03), whichever applicable: (1) taxes and other
governmental charges, (2) such registration fees as may from time to time be in effect for the registration of
transfers of Shares generally on the Share register of the Issuer or foreign registrar and applicable to transfers of
Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or
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withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in
this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign
currency pursuant to Section 4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion
thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 4.03 or 4.04 and the surrender of
Receipts pursuant to Section 2.05 or 6.02, (6) to the extent permitted by any securities exchange on which the
American Depositary Shares may be listed for trading, a fee of $.02 or less per American Depositary Share (or
portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to
Sections 4.01 through 4.04 hereof, and (7) a fee for the distribution of securities pursuant to Section 4.02, such
fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to
above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7
treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to
Owners.
SECTION 5.10. Retention of Depositary Documents.
The Depositary is authorized to destroy those documents, records, bills and other data compiled during the
term of this Deposit Agreement at the times permitted by the governing statutes unless the Issuer requests that
such papers be retained for a longer period or turned over to the Issuer or to a successor depositary.
SECTION 5.11. Exclusivity.
The Issuer agrees not to appoint any other depositary for issuance of American Depositary Receipts so long
as The Bank of New York is acting as Depositary hereunder.
SECTION 5.12. List of Restricted Securities Owners.
From time to time, the Issuer shall provide the Depositary a list setting forth, to the actual knowledge of the
Issuer, those persons or entities who beneficially own Restricted Securities and the Issuer shall update that list on
a regular basis. The Issuer agrees to advise in writing each of the persons or entities so listed that such Restricted
Securities are ineligible for deposit hereunder. The Depositary may rely on such a list or update but shall not be
liable for any action or omission made in reliance thereon.
SECTION 5.13. Withholding of Japanese Tax.
In the event that the Issuer shall at any time be required by Japanese laws and regulations to withhold any
tax on any dividend or distribution made by it in respect of any Deposited Securities, it shall advise the
Depositary through the Custodian of the applicable withholding rate or rates and the total amount of yen so
withheld for each country and shall remit to the appropriate governmental agency all sums withheld and will
make all necessary reports and filings. The Depositary shall forward to the Custodian for delivery to the Issuer
such information from the Depositary’s records as the Issuer may reasonably request in connection with any such
withholding by the Issuer within such period as will enable the Issuer to file the necessary reports with the
appropriate governmental agencies to obtain benefits under applicable tax treaties.
ARTICLE 6. AMENDMENT AND TERMINATION.
SECTION 6.01. Amendment.
The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to
time be amended by agreement between the Issuer and the Depositary in any respect which they may deem
necessary or desirable. Any amendment which shall impose or increase any fees or charges (other than taxes and
other governmental charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other
such expenses), or which shall otherwise prejudice any substantial existing right of Owners, shall, however, not
become effective as to outstanding Receipts until the expiration of three months after notice of such amendment
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shall have been given to the Owners of outstanding Receipts. Every Owner at the time any amendment so
becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment
and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the
right of the Owner of any Receipt to surrender such Receipt and receive therefor the Deposited Securities
represented thereby.
SECTION 6.02. Termination.
The Depositary shall at any time at the direction of the Issuer terminate this Deposit Agreement by mailing
notice of such termination to the Owners of all Receipts then outstanding at least 30 days prior to the date fixed
in such notice for such termination. The Depositary may likewise terminate this Deposit Agreement if at any time
60 days shall have expired after the Depositary shall have delivered to the Issuer a written notice of its election to
resign and a successor depositary shall not have been appointed and accepted its appointment as provided in
Section 5.04. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter
shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the
Owners thereof, and shall not give any further notices or perform any further acts under this Deposit Agreement,
except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited
Securities, shall sell rights as provided in this Deposit Agreement, and shall continue to deliver Deposited
Securities, together with any dividends or other distributions received with respect thereto and the net proceeds
of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time
after the expiration of one year from the date of termination, the Depositary may sell the Deposited Securities
then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other
cash then held by it hereunder, without liability for interest, for the pro rata benefit of the Owners of Receipts
which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the
Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all
obligations under this Deposit Agreement, except to account for such net proceeds and other cash. Upon the
termination of this Deposit Agreement, the Issuer shall be discharged from all obligations under this Deposit
Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 hereof.
ARTICLE 7. MISCELLANEOUS.
SECTION 7.01. Counterparts.
This Deposit Agreement may be executed in any number of counterparts, each of which shall be deemed an
original and all of such counterparts shall constitute one and the same instrument. Copies of this Deposit
Agreement shall be filed with the Depositary and the Custodians and shall be open to inspection by any holder or
Owner of a Receipt during business hours.
SECTION 7.02. No Third Party Beneficiaries.
This Deposit Agreement is for the exclusive benefit of the parties hereto and shall not be deemed to give any
legal or equitable right, remedy or claim whatsoever to any other person.
SECTION 7.03. Severabilitv.
In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be
or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.
SECTION 7.04. Holders and Owners as Parties; Binding Effect.
The holders and Owners of Receipts from time to time shall be parties to this Deposit Agreement and shall
be bound by all of the terms and conditions hereof and of the Receipts by acceptance thereof.
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SECTION 7.05. Notices.
Any and all notices to be given to the Issuer shall be deemed to have been duly given if personally delivered
or sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to Mitsubishi Tokyo
Financial Group, Inc., Yurakucho Building, 10-1, Yurakucho 1-chome, Chiyoda-ku, Tokyo, 100-0006, Japan,
Attention: Corporate Administration Division, or any other place to which the Issuer may have transferred its
principal office.
Any and all notices to be given to the Depositary shall be deemed to have been duly given if personally
delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to The Bank of
New York, 101 Barclay Street, New York, New York 10286, Attention: American Depositary Receipt
Administration, or any other place to which the Depositary may have transferred its Corporate Trust Office.
Any and all notices to be given to any Owner shall be deemed to have been duly given if personally
delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to such Owner
at the address of such Owner as it appears on the transfer books for Receipts of the Depositary, or, if such Owner
shall have filed with the Depositary a written request that notices intended for such Owner be mailed to some
other address, at the address designated in such request.
Delivery of a notice sent by mail or cable, telex or facsimile transmission shall be deemed to be effected at
the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a cable, telex
or facsimile transmission) is deposited, postage prepaid, in a post-office letter box. The Depositary or the Issuer
may, however, act upon any cable, telex or facsimile transmission received by it from the other or from any
Owner of a Receipt, notwithstanding that such cable, teletype or facsimile transmission shall not subsequently be
confirmed by letter as aforesaid.
SECTION 7.06. Governing Law.
This Deposit Agreement and the Receipts and all rights hereunder and provisions hereof shall be governed
by and construed in accordance with the laws of the State of New York, United States of America. It is
understood that notwithstanding any present or future provision of the laws of the State of New York, the rights
of holders of Shares, and the duties and obligations of the Issuer in respect of such holders, as such, shall be
governed by the laws of Japan.
SECTION 7.07. Compliance with U.S. Securities Laws.
Notwithstanding anything in this Deposit Agreement to the contrary, the Issuer and the Depositary each
agrees that it will not exercise any rights it has under this Deposit Agreement to permit the withdrawal or
delivery of Deposited Securities in a manner which would violate the U.S. securities laws, including, but not
limited to, Section I.A.(l) of the General Instructions to the Form F-6 Registration Statement, as amended from
time to time, under the Securities Act of 1933.
21
IN WITNESS WHEREOF, MITSUBISHI TOKYO FINANCIAL GROUP, INC. and THE BANK OF NEW
YORK have duly executed this agreement as of the day and year first set forth above and all owners shall
become parties hereto upon acceptance by them of Receipts issued in accordance with the terms hereof.
MITSUBISHI TOKYO FINANCIAL GROUP, INC.
By:
Name:
Title:
Tatsunori Imagawa
Deputy President and Chief Planning Officer
THE BANK OF NEW YORK
as Depositary
By:
Name:
Title:
22
IN WITNESS WHEREOF, MITSUBISHI TOKYO FINANCIAL GROUP, INC. and THE BANK OF NEW
YORK have duly executed this agreement as of the day and year first set forth above and all owners shall
become parties hereto upon acceptance by them of Receipts issued in accordance with the terms hereof.
MITSUBISHI TOKYO FINANCIAL GROUP, INC.
By:
Name:
Title:
THE BANK OF NEW YORK
as Depositary
By:
Name:
Title:
23
No.
Exhibit A to Deposit Agreement
AMERICAN DEPOSITARY SHARES
(Each American Depositary Share represents
one-thousandth of one Deposited Share)
THE BANK OF NEW YORK
AMERICAN DEPOSITARY RECEIPT
FOR ORDINARY SHARES OF THE
PAR VALUE OF 50,000 YEN EACH OF
MITSUBISHI TOKYO FINANCIAL GROUP, INC.
(INCORPORATED UNDER THE LAWS OF JAPAN)
The Bank of New York as depositary (hereinafter called the “Depositary”), hereby certifies that
, or registered assigns IS THE OWNER OF
.
AMERICAN DEPOSITARY SHARES
representing deposited ordinary Shares (herein called “Shares”) of Mitsubishi Tokyo Financial Group, Inc.,
incorporated under the laws of Japan (herein called the “Company”). At the date hereof, each American
Depositary Share represents one-thousandth of one Share deposited under the deposit agreement at the Tokyo,
Japan office of The Bank of Tokyo-Mitsubishi, Ltd. (herein called the “Custodian”). The Depositary’s Corporate
Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is
located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive office is located at One Wall
Street, New York, N.Y. 10286.
THE DEPOSITARY’S CORPORATE TRUST OFFICE ADDRESS IS
101 BARCLAY STREET, NEW YORK, N.Y. 10286
1. THE DEPOSIT AGREEMENT.
This American Depositary Receipt is one of an issue (herein called “Receipts”), all issued and to be issued
upon the terms and conditions set forth in the deposit agreement, dated as of September 19, 1989, as amended
and restated April 2, 2001, as further amended and restated December 22, 2004 (herein called the “Deposit
Agreement”), by and among the Company, the Depositary, and all Owners (as defined below) and holders from
time to time of Receipts issued thereunder, each of whom by accepting a Receipt agrees to become a party
thereto and become bound by all the terms and conditions thereof. The Deposit Agreement sets forth the rights of
Owners and holders of the receipts and the rights and duties of the Depositary in respect of the Shares deposited
thereunder and any and all other securities, property and cash from time to time received in respect of such
Shares and held thereunder (such Shares, securities, property, and cash are herein called “Deposited Securities”).
Copies of the Deposit Agreement are on file at the Depositary’s Corporate Trust Office in New York City and at
the office of the Custodian.
The statements made on the face and reverse of this Receipt are summaries of certain provisions of the
Deposit Agreement and are qualified by and subject to the detailed provisions of the Deposit Agreement, to
which reference is hereby made. For the purposes of this Receipt, the term “Owner” shall mean the person in
whose name a Receipt is registered on the books of the Depositary maintained for such purpose.
2. SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.
Upon surrender at the Corporate Trust office of the Depositary of this Receipt, and upon payment of the fee
of the Depositary provided in this Receipt, and subject to the terms and conditions of the following two
paragraphs and of the Deposit Agreement, the Owner hereof is entitled to delivery, to him or upon his order, of
the Deposited Securities at the time represented by the American Depositary Shares for which this Receipt is
issued. Delivery of such Deposited Securities may be made by the delivery of certificates in the name of the
Owner hereof or as ordered by him. Such delivery will be made at the option of the Owner hereof, either at the
office of the Custodian or at the corporate Trust Office of the Depositary, provided that the forwarding of
certificates for Shares or other Deposited Securities for such delivery at the Corporate Trust Office of the
Depositary shall be at the risk and expense of the Owner hereof.
The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be
suspended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer of
outstanding Receipts generally may be suspended, during any period when the register of shareholders of the
Company or the transfer books of the Depositary are closed, or if any such action is deemed necessary or
advisable by the Depositary or the Company at any time or from time to time because of any requirement of law
or of any government or governmental body or commission, or under any provision of the Deposit Agreement, or
for any other reason. The surrender of outstanding Receipts and withdrawal of Deposited Securities may not be
suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the
Company or the Deposit of Shares in connection with voting at a shareholders’ meeting, or the payment of
dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws
or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities. Without
limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement
any Shares required to be registered under the provisions of the Securities Act of 1933, unless a registration
statement is in effect as to such Shares.
In all instances, the American Depositary Shares evidenced by this Receipt may only be presented for
cancellation and release of the underlying Shares or other Deposited Securities in multiples of 1,000 American
Depositary Shares. Holders of Receipts representing less than 1,000 American Depositary Shares will not be
entitled to delivery of any underlying Shares or other Deposited Securities unless such Receipts, together with
other Receipts presented by the same holder or Owner at the same time, represent in the aggregate at least 1,000
American Depositary Shares. If any American Depositary Shares are surrendered but not cancelled pursuant to
the preceding sentence, the Depositary shall execute and deliver a Receipt or Receipts evidencing the balance of
American Depositary Shares not so cancelled to the person or persons surrendering the same.
2
3. TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.
The transfer of this Receipt is registrable on the books of the Depositary at its Corporate Trust Office by the
Owner hereof in person or by duly authorized attorney, upon surrender of this Receipt properly endorsed for
transfer or accompanied by proper instruments of transfer and funds sufficient to pay any applicable transfer
taxes and the fees and expenses of the Depositary and upon compliance with such regulations, if any, as the
Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be
combined with other such Receipts into one Receipt, evidencing the same aggregate number of American
Depositary Shares as the Receipt or Receipts surrendered. As a condition precedent to the execution and delivery,
registration of transfer, split-up, combination, or surrender of any Receipt, the delivery of any distribution
thereon, or withdrawal of any Deposited Securities, the Depositary or the Custodian (i) may require payment
from the depositor of Shares or the presenter of the Receipt of a sum sufficient to reimburse it for any tax or other
governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or
charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as
provided in this Receipt, (ii) may require the production of proof satisfactory to it as to the identity and
genuineness of any signature and (iii) may also require compliance with such regulations, if any, as the
Depositary may establish consistent with the provisions of the Deposit Agreement.
4. LIABILITY OF OWNER FOR TAXES.
If any tax or other governmental charge shall become payable with respect to any Receipt or any Deposited
Securities represented hereby, such tax or other governmental charge shall be payable by the Owner hereof to the
Depositary. The Depositary may refuse to effect any transfer of this Receipt or any withdrawal of Deposited
Securities represented hereby until such payment is made, and may withhold any dividends or other distributions,
or may sell for the account of the Owner hereof any part or all of the Deposited Securities represented by this
Receipt, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such
tax or other governmental charge, the Owner hereof remaining liable for any deficiency.
5. WARRANTIES OF DEPOSITORS.
Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and
warrant that such Shares and each certificate therefor are validly issued, fully paid, non-assessable, and free of
any pre-emption rights of the holders of outstanding Shares and that the person making such deposit is duly
authorized so to do. Every such person shall also be deemed to represent that, to the best of such person’s
knowledge, the deposit of Shares and the sale of Receipts by that person are not restricted under the Securities
Act of 1933. Such representations and warranties shall survive the deposit of Shares and issuance of Receipts.
6. FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.
Any person presenting Shares for deposit or any Owner of a Receipt may be required from time to time to
file such proof of citizenship or residence, exchange control approval, or such information relating to the
registration on the books of the Company (or the appointed agent of the Company for transfer and registration of
Shares) of the Shares presented for deposit or other information, to execute such certificates and to make such
representations and warranties, as the Depositary may deem necessary or proper. The Depositary may withhold
the delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other
distribution or rights or of the proceeds thereof or the delivery of any Deposited Securities until such proof or
other information is filed or such certificates are executed.
7. CHARGES OF DEPOSITARY.
The following charges shall be incurred by any party depositing or withdrawing Shares or by any party
surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock
dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited
3
Securities or a distribution of Receipts pursuant to Section 4.03 of the Deposit Agreement), whichever
applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in
effect for the registration of transfers of Shares generally on the Share register of the Company or foreign
registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its
nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission
expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the
Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of
$5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts
pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to
Section 2.05 or 6.02 of the Deposit Agreement, (6) to the extent permitted by any securities exchange on which
the American Depositary Shares may be listed for trading, a fee of $.02 or less per American Depositary Share
(or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited
to Sections 4.01 through 4.04 of the Deposit Agreement, and (7) a fee for the distribution of securities pursuant to
Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and
delivery of American Depositary Shares referred to above which would have been charged as a result of the
deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but
which securities are instead distributed by the Depositary to Owners.
8. PRE-RELEASE OF RECEIPTS.
The Depositary may issue Receipts against the delivery by the Company (or any agent of the Company
recording Share ownership) of rights to receive Shares from the Company (or any such agent). No such issue of
Receipts will be deemed a “Pre-Release” that is subject to the restrictions of the following paragraph.
Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding
Section 2.03 of the Deposit Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant to
Section 2.02 of the Deposit Agreement (“Pre-Release”). The Depositary may, pursuant to Section 2.05 of the
Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released,
whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that
such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a
Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement
from the person to whom Receipts are to be delivered (the “Pre-Releasee”) that the Pre-Releasee, or its customer,
(i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rights, title and
interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the
benefit of the Owners, and (iii) will not take any action with respect to such Shares or Receipts, as the case may
be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the
Depositary, disposing of such Shares or Receipts, as the case may be), other than in satisfaction of such
Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as
the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable
by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and
credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by
American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty
percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary
reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the
prior written consent of the Company, change such limit for purposes of general application. The Depositary will
also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement
with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of
enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral
referred to in clause (b) above shall be held by the Depositary as security for the performance of the
Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the
Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall
not, for the avoidance of doubt, constitute Deposited Securities thereunder).
4
The Depositary may retain for its own account any compensation received by it in connection with the
foregoing
9. TITLE TO RECEIPTS.
It is a condition of this Receipt and every successive holder and Owner of this Receipt (and to the American
Depositary Shares evidenced hereby) by accepting or holding the same consents and agrees, that title to this
Receipt when properly endorsed or accompanied by proper instruments of transfer, is transferable by delivery
with the same effect as in the case of a negotiable instrument, provided, however, that the Depositary,
notwithstanding any notice to the contrary, may treat the Owner hereof as the absolute owner hereof for the
purpose of determining the person entitled to distribution of dividends or other distributions or to any notice
provided for in the Deposit Agreement or for all other purposes.
10. VALIDITY OF RECEIPT.
This Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for
any purpose, unless this Receipt shall have been executed by the Depositary by the manual or facsimile signature
of a duly authorized signatory of the Depositary and, if a registrar shall have been appointed, countersigned by
the manual or facsimile signature of a duly authorized officer of the Registrar.
11. REPORTS; INSPECTION OF TRANSFER BOOKS.
The Company currently furnishes the Securities and Exchange Commission (hereinafter called the
“Commission”) with certain public reports and documents required by foreign law or otherwise under the
Securities Exchange Act of 1934. Such reports and Communications will be available for inspection and copying
by holders and Owners at the public reference facilities maintained by the Commission located at 450 Fifth
Street, N.W., Washington, D.C. 20549.
The Depositary will make available for inspection by Owners of Receipts at its Corporate Trust Office any
reports and communications, including any proxy soliciting material, received from the Company which are both
(a) received by the Depositary as the holder of the Deposited Securities and (b) made generally available to the
holders of such Deposited Securities by the Company. The Depositary will also send to Owners of Receipts
copies of such reports when furnished by the Company pursuant to the Deposit Agreement.
The Depositary will keep books for the registration of Receipts and transfers of Receipts which at all
reasonable times shall be open for inspection by the Owners of Receipts, provided that such inspection shall not
be for the purpose of communicating with Owners of Receipts in the interest of a business or object other than
the business of the Company or a matter related to the Deposit Agreement or the Receipts.
12. DIVIDENDS AND DISTRIBUTIONS.
Whenever the Depositary receives any cash dividend or other cash distribution on any Deposited Securities,
the Depositary will, if at the time of receipt thereof any amount received in a foreign currency can in the
judgment of the Depositary be converted on a reasonable basis into United States dollars (“Dollars”) transferable
to the United States, and subject to the Deposit Agreement, convert such dividend or distribution into Dollars and
will distribute the amount thus received to the Owners of Receipts entitled thereto, in proportion to the number of
American Depositary Shares representing such Deposited Securities held by them, respectively, provided,
however, that in the event that the Company or the Depositary is required to withhold and does withhold from
any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of
taxes, the amount distributed to the Owners of Receipts for American Depositary Shares representing such
Deposited Securities shall be reduced accordingly.
Whenever the Depositary receives any distribution other than cash, Shares, or rights upon any Deposited
Securities, the Depositary will cause the securities or property received by it to be distributed to the Owners of
5
Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such
Deposited Securities held by them, respectively, in any manner that the Depositary may deem equitable and
practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such
distribution cannot be made proportionately among the Owners of Receipts entitled thereto, or if for any other
reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes)
the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem
equitable and practicable for the purpose of effecting such distribution, including the sale, at public or private
sale, of the securities or property thus received, or any part thereof, and the net proceeds of any such sale shall be
distributed by the Depositary to the Owners of Receipts entitled thereto as in the case of a distribution received in
cash.
If any distribution consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall if
the Company shall so request, distribute to the Owners of outstanding Receipts entitled thereto, in proportion to
the number of American Depositary Shares representing such Deposited Securities held by them respectively,
additional Receipts for an aggregate number of American Depositary Shares representing the amount of Shares
received as such dividend or free distribution. In lieu of delivering Receipts for fractional American Depositary
Shares in any such case, the Depositary will sell the amount of Shares represented by the aggregate of such
fractions and distribute the net proceeds, all in the manner and subject to the conditions set forth in the Deposit
Agreement. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also
represent the additional Shares distributed upon the Deposited Securities represented thereby.
In the event that the Depositary determines that any distribution in property (including Shares and rights to
subscribe therefor) is subject to any tax which the Depositary is obligated to withhold, the Depositary may
dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts
and in such manner as the Depositary deems necessary and practicable to pay any such taxes, at public or private
sale, and the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes to the
Owners of Receipts entitled thereto.
13. RIGHTS.
In the event that the Company offers or causes to be offered to the holders of any Deposited Securities any
rights to subscribe for additional Shares or any rights of any other nature, the Depositary, after consultation with
the Company, will have discretion as to the procedure to be followed in making such rights available to the
Owners of Receipts or in disposing of such rights on behalf of such Owners and making the net proceeds
available in Dollars to such Owners; provided, however, that the Depositary will, if requested by the Company,
take action as follows:
(i)
(ii)
if at the time of the offering of any rights the Depositary determines that it is lawful and feasible to
make such rights available to Owners of Receipts by means of warrants or otherwise, the Depositary
will distribute warrants or other instruments therefor in such form as it may determine to the Owners
entitled thereto, in proportion to the number of American Depositary Shares representing such
Deposited Securities, or employ such other method as it may deem feasible in order to facilitate the
exercise, sale or transfer of rights by such Owners; or
if at the time of the offering of any rights the Depositary determines that it is not lawful or not feasible
to make such rights available to Owners of Receipts by means of warrants or otherwise, or if the rights
represented by such warrants or such other instruments, are not exercised and appear to be about to
lapse, the Depositary in its discretion may sell such rights or such warrants, or other instruments at
public or private sale, at such place or places and upon such terms as it may deem proper, and may
allocate the net proceeds of such sales for the account of the Owners of Receipts otherwise entitled to
such rights, warrants, or other instruments, upon an averaged or other practicable basis without regard
to any distinctions among such Owners because of exchange restrictions, or the date of delivery of any
Receipt or Receipts, or otherwise.
6
If registration under the Securities Act of 1933 of the securities to which any rights relate is required in
order for the Company to offer such rights to Owners of Receipts and sell the securities represented by such
rights, the Depositary will not offer such rights to the Owners of Receipts unless and until such a registration
statement is in effect, or unless the offering and sale of such securities to the Owners of such Receipts are exempt
from registration under the provisions of such Act.
14. RECORD DATES.
Whenever any cash dividend or other cash distribution shall become payable or any distribution other than
cash shall be made, or whenever rights shall be issued with respect to the Deposited Securities, or whenever for
any reason the Depositary causes a change in the number of Shares that are represented by each American
Depositary Share or whenever the Depositary shall receive notice of any meeting of holders of Shares or other
Deposited Securities, the Depositary will fix a record date for the determination of the Owners of Receipts who
will be entitled to receive such dividend, distribution or rights, or the net proceeds of the sale thereof, or to give
instructions for the exercise of voting rights at any such meeting, or for fixing the date on or after which each
American Depositary Share will represent the changed number of Shares, subject to the provisions of the Deposit
Agreement.
15. VOTING OF DEPOSITED SECURITIES.
Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, the Depositary
shall, as soon as practicable thereafter, mail to the Owners a notice, which shall contain (a) such information as is
contained in such notice of meeting, (b) a statement that the Owners as of the close of business on a specified
record date will be entitled, subject to any applicable provision of Japanese law and of the Articles of
Incorporation of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining
to the amount of Shares or other Deposited Securities represented by their respective American Depositary
Shares and (c) a brief statement as to the manner in which such instructions may be given, including an express
indication that instructions may be given, or deemed given in accordance with the last sentence of this Article 15,
to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request
of an Owner on the specified record date, received on or before the date established by the Depositary for such
purpose (the “Instruction Date), the Depositary shall endeavor in so far as practicable to vote or cause to be voted
the amount of Shares or other Deposited Securities represented by such Receipt in accordance with the
instructions set forth in such request. So long as Japanese law provides that votes may only be cast with respect
to one or more whole Shares or other Deposited Securities, the Depositary shall aggregate voting instructions to
the extent such instructions are the same and vote such whole Shares or other Deposited Securities in accordance
with the Owners’ instructions. If after aggregation of all instructions to vote received by the Depositary, any
portion of which constitutes instructions with respect to less than a whole Share or other Deposited Security, the
Depositary will not vote or cause to be voted the Shares or other Deposited Securities to which such portion of
the instructions apply. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the
Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If
no instructions are received by the Depositary from any Owner with respect to any of the Deposited Securities
represented by the American Depositary Shares evidenced by such Owner’s Receipts on or before the Instruction
Date, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a
person designated by the Issuer with respect to such Deposited Securities and the Depositary shall give a
discretionary proxy to a person designated by the Issuer to vote such Deposited Securities provided, that no such
instruction shall be given with respect to any matter as to which the Issuer informs the Depositary (and the Issuer
agrees to provide such information as promptly as practicable in writing) that (x) the Issuer does not wish such
proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of
holders of shares.
7
16. CHANGES AFFECTING DEPOSITED SECURITIES.
Upon any change in nominal value, change in par value, split-up, consolidation, or any other reclassification
of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation, or sale of assets
affecting the Company or to which it is a party, any securities which shall be received by the Depositary or a
Custodian in exchange for or in conversion of or in respect of Deposited Securities shall be treated as new
Deposited Securities under the Deposit Agreement, and American Depositary Shares shall thenceforth represent
the new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered
pursuant to the following sentence. In any such case the Depositary may, and shall if the Company shall so
request, execute and deliver additional Receipts as in the case of a dividend on the Shares, or call for the
surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new Deposited
Securities.
17. LIABILITY OF THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY.
None of the Depositary, the Custodian, or the Company shall incur any liability to any Owner or holder of
any Receipt, if by reason of any provision of any present or future law of the United States or any other country,
or of any other governmental authority, or by reason of any provision, present or future, of the Articles of
Incorporation of the Company, or by reason of any act of God or war or other circumstances beyond its control,
the Depositary, the Custodian or the Company shall be prevented or forbidden from doing or performing any act
or thing which by the terms of the Deposit Agreement it is provided shall be done or performed; nor shall the
Depositary, the Custodian, or the Company incur any liability to any Owner or holder of a Receipt by reason of
any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of
the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or
failure to exercise, any discretion provided for in the Deposit Agreement. Where, by the terms of a distribution
pursuant to Sections 4.01, 4.02, or 4.03 of the Deposit Agreement, or an offering or distribution pursuant to
Section 4.04 of the Deposit Agreement, or for any other reason, such distribution or offering is not and may not
lawfully be made available to Owners of Receipts, and the Depositary may not lawfully dispose of such
distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the
Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse. The
Company assumes no obligation nor shall it be subject to any liability under the Deposit Agreement to Owners or
holders of Receipts, expect that it agrees to perform its obligations specifically set forth in the Deposit
Agreement without negligence or bad faith. Neither the Depositary nor the Custodian assumes any obligation nor
shall either of them be subject to any liability under the Deposit Agreement to any Owner or holder (including,
without limitation, liability with respect to the validity or worth of the Deposited Securities), except that the
Depositary agrees to perform its obligations specifically set forth in the Deposit Agreement without negligence
or bad faith. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or
defend any action, suit, or other proceeding in respect of any Deposited Securities or in respect of the Receipts,
which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense
and liability be furnished as often as may be required, and the Custodian shall not be under any obligation
whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary.
None of the Depositary, the Custodian, or the Company shall be liable for any action or nonaction by it in
reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for
deposit, any Owner or holder of a Receipt, or any other person believed by it in good faith to be competent to
give such advice or information or for any translation of any notice, report or other document made by a
translator believed by it to be competent. The Depositary shall not be responsible for any failure to carry out any
instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect
of any such vote, provided that any such action or nonaction is in good faith. The Depositary shall not be liable
for any acts or omissions made by a successor depositary whether in connection with a previous act or omission
of the Depositary or in connection with a matter arising wholly after the removal or resignation of the
Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary
performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary may own
and deal in any class of securities of the Company and its affiliates and in Receipts. The Company has agreed in
8
the Deposit Agreement to indemnify the Depositary and any Custodian against, and hold each of them harmless
from, any liability or expense (including, but not limited to, the reasonable fees and expenses of counsel) which
may arise out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement and of
the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by either the
Depositary or a Custodian, except for any liability or expense arising out of the negligence or bad faith of either
of them, or (ii) by the Company or any of its agents. The indemnities contained in the preceding sentence shall
not extend to any liability or expense which arises solely and exclusively out of a Pre-Release (as defined in
Section 2.09 of the Deposit Agreement) of a Receipt or Receipts in accordance with Section 2.09 of the Deposit
Agreement and which would not otherwise have arisen had such Receipt or Receipts not been the subject of a
Pre-Release pursuant to Section 2.09 of the Deposit Agreement; provided, however, that the indemnities provided
in the preceding sentence shall apply to any such liability or expense (i) to the extent that such liability or
expense would have arisen had a Receipt or Receipts not been the subject of a Pre-Release, or (ii) which may
arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration
statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary
placement memorandum) relating to the offer or sale of American Depositary Shares, except to the extent any
such liability or expense arises out of (a) information relating to the Depositary or any Custodian (other than the
Company), as applicable, furnished in writing and not materially changed or altered by the Company expressly
for use in any of the foregoing documents, or, (b) if such information is provided, the failure to state a material
fact necessary to make the information provided not misleading. Any person entitled to indemnification pursuant
to the preceding sentence who seeks indemnification under the Deposit Agreement shall notify the Company of
the commencement of any indemnifiable action or claim promptly after such person becomes aware of such
commencement and shall consult in good faith with the Company as to the conduct of the defense of such action
or claim (including the compromise or settlement thereof), which shall be reasonable in the circumstances. No
disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.
18. RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR
CUSTODIAN.
The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its
election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor
depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at
any time be removed by the Company by 120 days prior written notice of such removal, which shall become
effective upon the later to occur of (i) the 120th day after delivery of the notice to the Depositary or
(ii) appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit
Agreement. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners of
Receipts to do so, it may appoint a substitute or additional custodian or custodians.
19. AMENDMENT.
The form of the Receipts and any provisions of the Deposit Agreement may at any time and from time to
time be amended by agreement between the Company and the Depositary in any respect which they may deem
necessary or desirable. Any amendment which shall impose or increase any fees or charges (other than taxes and
other governmental charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other
such expenses), or which shall otherwise prejudice any substantial existing right of Owners of Receipts, shall,
however, not become effective as to outstanding Receipts until the expiration of three months after notice of such
amendment shall have been given to the Owners of outstanding Receipts. Every Owner of a Receipt at the time
any amendment so becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree
to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any
amendment impair the right of the Owner of any Receipt to surrender such Receipt and receive therefor the
Deposited Securities represented thereby.
9
20. TERMINATION OF DEPOSIT AGREEMENT.
The Depositary will at any time at the direction of the Company terminate the Deposit Agreement by
mailing notice of such termination to the Owners of all Receipts then outstanding at least 30 days prior to the
date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if
at any time 60 days shall have expired after the Depositary shall have delivered to the Company a written notice
of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as
provided in the Deposit Agreement. If any Receipts shall remain outstanding after the date of termination, the
Depositary thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of
dividends to the Owners thereof, and shall not give any further notices or perform any further acts under the
Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions
pertaining to Deposited Securities, shall sell rights as provided in the Deposit Agreement, and shall continue to
deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and
the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the
Depositary. At any time after the expiration of one year from the date of termination, the Depositary may sell the
Deposited Securities then held under the Deposit Agreement and may thereafter hold uninvested the net proceeds
of any such sale, together with any other cash then held by it thereunder, without liability for interest, for the pro
rata benefit of the Owners of Receipts which have not theretofore been surrendered, such Owners thereupon
becoming general creditors of the Depositary with respect to such net proceeds After making such sale, the
Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net
proceeds and other cash. Upon the termination of the Deposit Agreement, the Company shall be discharged from
all obligations under the Deposit Agreement except for its obligations to the Depositary with respect to
indemnification, charges, and expenses.
21. COMPLIANCE WITH U.S. SECURITIES LAWS.
Notwithstanding anything in the Deposit Agreement or this Receipt to the contrary, the Company and the
Depositary each agrees that it will not exercise any rights it has under the Deposit Agreement to permit the
withdrawal or delivery of Deposited Securities in a manner which would violate the U.S. securities laws,
including, but not limited to, Section I.A.(l) of the General Instructions to the Form F-6 Registration Statement,
as amended from time to time, under the Securities Act of 1933.
22. GOVERNING LAW.
This Receipt and all rights under the Deposit Agreement and provisions hereof shall be governed by and
construed in accordance with the laws of the State of New York, United States of America. It is understood that
notwithstanding any present or future provision of the laws of the State of New York, the rights of holders of
Shares, and the duties and obligations of the Company in respect of such holders, as such, shall be governed by
the laws of Japan.
10
Exhibit 11
Introduction to the Ethical Framework and Code of Conduct
We, the directors and employees of MUFG, will comply with this Ethical Framework and Code of Conduct
as the basis of our daily work, seeking to put into practice the management philosophy of our global
comprehensive financial group and to build a corporate culture in which we act with integrity and fairness.
1. Establishment of trust
We will remain keenly aware of the Group’s social responsibilities and public mission and will exercise care
and responsibility in the handling of customer and other information. By conducting sound and appropriate
business operations and disclosing corporate information in a timely and appropriate manner we will seek to
establish enduring public trust in the Group.
2. Putting customers first
We will always consider our customers, and through close communication will endeavor to satisfy them and
gain their support by providing financial services that best meet their needs.
3. Strict observance of laws, regulations, and internal rules
We will strictly observe applicable laws, regulations and internal rules, and will conduct our business in a
fair and trustworthy manner that conforms to societal norms. As a global comprehensive financial group we will
also respect internationally accepted standards.
4. Respect for human rights and the environment
We will respect the character and individuality of others, work to maintain harmony with society, and place
due importance on the protection of the global environment that belongs to all mankind.
5. Disavowal of anti-social elements
We will stand resolutely against any anti-social elements that threaten public order and safety.
Code of Conduct
1. Establishment of trust
Trustworthiness and ethical standards
We will faithfully carry out our business, based on high ethical standards, to ensure that our corporate
activities are highly transparent and honorable. We will not knowingly release false information or otherwise
knowingly hide or obscure the truth.
Confidentiality and information management
We will not release customer information that we have acquired through our business to any third party
without legitimate reason or customer consent. We will handle customer information responsibly, and will
strictly observe in-house rules concerning corporate information.
Accounting practices and information disclosure
We will not improperly handle company accounting records or make entries that invite false or misleading
interpretations. We will disclose corporate information on a factual basis and in good faith.
1
2. Putting customers first
Responding with integrity and consideration
We will endeavor to be friendly and polite and to act with integrity in all our contacts with customers and by
pursuing our customer first approach we will seek to avoid any inappropriate impairment of their interests. We
will not engage in excessive customer entertainment or gift exchange, and will make any such decisions based on
commonly accepted standards.
Suitability and the obligation to explain
We will offer products and services to customers that we believe best meet their needs and experience. We
will adequately explain merits, demerits and risks, and proceed only after customers have been given a
reasonable opportunity to discuss with us any actions we intend to take that may affect them.
Understanding of intentions
We will endeavor to ensure that customers properly understand any contracts or agreements they enter into
with us, and endeavor to ensure that these reflect their intentions.
3. Strict observation of laws, regulations and internal rules
Observance of laws, regulations and internal rules
As a comprehensive financial group we will strictly observe applicable laws and regulations, whether
overseas or in Japan, and conduct business activities fairly and honestly. We will endeavor to maintain the
highest ethical standards within the Group, and to create a strong corporate culture of compliance with laws and
rules.
Prohibition of unfair transactions
We will not solicit transactions with customers by utilizing any advantageous position that we may have.
We will endeavor not to knowingly cause losses to customers in the pursuit of profit for Group or Group
companies.
We will not improperly or illegitimately use information acquired through our operations for our own gain.
In particular, we will not trade in stocks using material unpublished information that would likely influence the
share prices of Group or client companies. Any such important information coming in to our possession will be
handled with the utmost care.
We will endeavor not to cause losses to other companies within the Group in the pursuit of profit for the
Group. When handling undisclosed customer information or conducting transactions between subsidiaries, we
will take every care not to commit any prohibited acts.
Protection of intellectual property
We will make efforts to appropriately protect our Group’s own intellectual property (patents, trademarks,
copyrights, etc.), and will respect the intellectual property rights of third parties.
Prohibition of the mixing of public and personal affairs
Regardless of any benefit or disadvantage, we will always strive to make judgments from a fair and honest
standpoint. We will draw a clear line between public and personal matters and endeavor to avoid any conflict of
interests, and will not use company resources for private purposes.
2
4. Respect for human rights and the environment
Respect for human rights
We shall take the basic position of respecting humanity, and shall not discriminate against people or violate
human rights on the basis of race, nationality, belief, religion, gender, or other ground.
Cultivating a work environment in which people can easily do their jobs
All directors and employees shall respect each other as work partners, and be aware that acts such as sexual
harassment and power harassment are an affront to human dignity and will not be tolerated in the workplace.
Consideration for the natural environment
We will seek to achieve harmony with society, and protect the global environment.
5. Disavowal of anti-social elements
Disavowal of anti-social elements
We will take a resolute stance against criminal groups, and other anti-social elements.
Prevention of money laundering
We shall be fully alert to the possibility that funds handled in transactions by financial institutions might be
used for, derived from or intended for criminal or terrorist purposes. We shall strive to prevent money laundering
by endeavoring to thoroughly identify transaction parties, and if we discover transactions where we suspect
criminal involvement, we shall not overlook these and shall respond appropriately
3
Excerpts from MUFG’s Compliance Rules
(English Translation)
(Objective)
Article 1.
These rules prescribe basic matters relating to compliance with laws and regulations.
(Revision and abolishment)
Article 2.
These rules may be revised or abolished by resolution of MUFG’s Board of Directors.
(Definition)
Article 3.
(1)
In these rules, “laws and regulations” mean laws and government ordinances to be strictly observed by
MUFG personnel when carrying out business operations, as well as MUFG’s Articles of Incorporation,
Code of Ethics, and other rules and regulations established according to the laws and government
ordinances above.
(2) “Compliance” means understanding the purpose and contents of laws and regulations properly, and
behaving in an appropriate manner so as not to violate applicable laws and regulations.
(Fundamental Policy)
Article 4.
The MUFG Ethical Framework and Code of Conduct are the foundations of compliance at MUFG.
(Responsibilities of Directors, Executive officers (Shikko Yakuin) and Board of Directors)
Article 5.
(1)
In accordance with the “Ethical Framework and Code of Conduct”, MUFG directors and executive officers
(shikko yakuin) must carry out their responsibilities with the recognition that compliance is one of the most
important objectives of their management.
(2) The board of directors must establish systems including the measures listed below and seek to achieve and
maintain compliance.
(Responsibility of MUFG General Managers)
Article 6.
General Managers must implement compliance within their division.
(Responsibility of MUFG Employees)
Article 7.
(1) MUFG employees must perform their duties by securing compliance, and in accordance with the “Ethical
Framework and Code of Conduct”.
(2) MUFG employees must strive to acquire adequate knowledge of the laws and regulations which are
necessary to their business operations.
1
(3) When a MUFG employee discovers violations of laws and regulations (including cases of willful
wrongdoing), or possible violations, they must report directly to the Compliance Officer as stipulated in
Article 12.
(Director in charge of the Compliance Division)
Article 9.
(1) The Director in charge of the Compliance Division must report matters concerning compliance to the Board
of Directors or Executive Committee as necessary.
(2) When there is a risk of an unavoidable conflict of interest with a different division that is also the director in
charge of the Compliance Division is also in charge of, to insure the independence of the Compliance
Division, the General Manager of the Compliance Division shall report to the President. The President will
report to the Board of Directors or Executive Committee as necessary. Appropriate action shall also be taken
to avoid conflicts of interest in cases other than those mentioned above.
(Office in Charge of Compliance)
Article 10.
(1) The Compliance Division is in charge of overseeing the overall compliance framework.
•
•
•
(5) When the Compliance Division receives report of or otherwise detects violations of laws and regulations, or
possible violations, it must take necessary actions.
(Group Compliance Officers)
Article 11.
The head of each integrated business group is responsible for compliance in its business group.
(Division Compliance Officers)
Article 12.
(1) The Chief Manager of each division is designated as a Compliance Officer.
(2) The Compliance Officer is responsible for the strengthening of compliance in each division and for planning
and surpervising compliance related issues regarding business matters under his jurisdiction.
(Responsibilities of General Managers)
Article 13.
(1)
If a General Manager discovers, or receives a report from the Compliance Officer regarding, actual or
potential violations of laws and regulations, such General Manager must discuss and consult with the
General Manager of the Compliance Division regarding such actual or potential violations, and issue
necessary directions and instructions to the Compliance Officer as appropriate.
(Compliance Reporting System)
Article 14.
When the Compliance Officers receive reports of or otherwise detect violations of laws and regulations, or
possible violations, they must report directly to the Compliance Division and the General Manager of their
division.
2
(Compliance Helpline)
Article 19.
To resolve compliance-related issues and support proper reporting under these compliance rules, we have
established a compliance helpline.
Excerpts from MUFG’s Compliance Manual
(English Translation)
1. Legal issues regarding Management
(3) Board of Directors
(4) Transactions involving a conflict of interest
When a Director engages in a transaction involving a conflict of interest, the Director must receive
the approval of the Board of Directors.
9. Conflicts of Interest
•
•
•
When a Director engages in a transaction involving a conflict of interest, the Director must receive the
approval of the Board of Directors.
An employee may not receive, as an employee of a bank holding company (or an employee of a subsidiary
bank) cash or other benefits from a customer or similar persons of the bank. An employee may not take part in a
transaction which may cause a conflict of interest with his/her family member or friend.
MUFG is prohibited from receiving continuous service from a subsidiary at a price that is substantially
lower than cost. MUFG is also prohibited from having an affiliated company pay for fees that should be paid by
MUFG.
Excerpts from MUFG’s Rules of Employment
(English Translation)
(Disciplinary Action)
Article 37.
The company will take disciplinary action when employees take the following prohibited actions:
(17) If an employee violated the rules of employment or any other applicable internal rules.
3
CERTIFICATION
Exhibit 12
I, Nobuo Kuroyanagi, certify that:
1.
I have reviewed this annual report on Form 20-F of Mitsubishi UFJ Financial Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
company as of, and for, the periods presented in this report;
4.
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and
have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the company,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the company’s internal control over financial reporting that
occurred during the period covered by the annual report that has materially affected, or is reasonably
likely to materially affect, the company’s internal control over financial reporting; and
5.
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the company’s auditors and the audit committee of the
company’s board of directors (or persons performing equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the company’s ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the company’s internal controls over financial reporting.
September 28, 2006
/s/ NOBUO KUROYANAGI
Nobuo Kuroyanagi
President and Chief Executive Officer
CERTIFICATION
I, Hajime Sugizaki, certify that:
1.
I have reviewed this annual report on Form 20-F of Mitsubishi UFJ Financial Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
company as of, and for, the periods presented in this report;
4.
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and
have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the company,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the company’s internal control over financial reporting that
occurred during the period covered by the annual report that has materially affected, or is reasonably
likely to materially affect, the company’s internal control over financial reporting; and
5.
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the company’s auditors and the audit committee of the
company’s board of directors (or persons performing equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the company’s ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the company’s internal controls over financial reporting.
September 28, 2006
/s/ HAJIME SUGIZAKI
Hajime Sugizaki
Senior Managing Director and Chief Financial Officer
Exhibit 13
MITSUBISHI UFJ FINANCIAL GROUP, INC.
CERTIFICATION REQUIRED BY
RULE 13a-14(b) OR RULE 15d-14(b)
AND 18 U.S.C. Section 1350
In connection with the Annual Report of Mitsubishi UFJ Financial Group, Inc. (the “Company”) on Form
20-F for the fiscal year ended March 31, 2006 as filed with the U.S. Securities and Exchange Commission on the
date hereof (the “Report”), I, Nobuo Kuroyanagi, President and Chief Executive Officer of the Company, hereby
certify, pursuant to 18 U.S.C. Section 1350 that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
/s/ NOBUO KUROYANAGI
Name: Nobuo Kuroyanagi
Title: President and Chief Executive Officer
Dated: September 28, 2006
MITSUBISHI UFJ FINANCIAL GROUP, INC.
CERTIFICATION REQUIRED
BY RULE 13a-14(b) OR RULE 15d-14(b)
AND 18 U.S.C. Section 1350
In connection with the Annual Report of Mitsubishi UFJ Financial Group, Inc. (the “Company”) on Form
20-F for the fiscal year ended March 31, 2006 as filed with the U.S. Securities and Exchange Commission on the
date hereof (the “Report”), I, Hajime Sugizaki, Senior Managing Director and Chief Financial Officer of the
Company, hereby certify, pursuant to 18 U.S.C. Section 1350 that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
/s/ HAJIME SUGIZAKI
Name: Hajime Sugizaki
Title: Senior Managing Director and Chief Financial Officer
Dated: September 28, 2006
Exhibit 15
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-98061 of Mitsubishi UFJ
Financial Group, Inc. (Formerly, Mitsubishi Tokyo Financial Group, Inc.) on Form F-3 of our report dated
September 26, 2006 (which expresses an unqualified opinion and includes explanatory paragraphs referring to i)
the merger with UFJ Holdings, Inc., ii) the restatement of disclosure of (a) the balances and components of the
investment in direct financing leases described in Note 7, (b) the balances of domestic time deposits issued in the
amounts of ¥10 million or more described in Note 13, (c) the components of other short-term borrowings
described in Note 17, (d) the balances of trading account assets and liabilities related to foreign activities in
Note 31, and iii) the changes in methods of accounting for (a) variable interest entities and (b) conditional asset
retirement obligations, both described in Note 1) appearing in this Annual Report on Form 20-F of Mitsubishi
UFJ Financial Group, Inc. for the year ended March 31, 2006.
/s/ Deloitte Touche Tohmatsu
DELOITTE TOUCHE TOHMATSU
Tokyo, Japan
September 28, 2006
Company Overview
Mitsubishi UFJ Financial Group, Inc.
Date of Establishment:
April 2, 2001
Head Office:
Amount of Capital:
7-1, Marunouchi 2-Chome, Chiyoda-ku, Tokyo 100-8330, Japan
¥1,383.0 billion
Stock Exchange Listings:
Tokyo, Osaka, Nagoya, New York (NYSE ticker: MTU)
Long-term Ratings:
(As of June 30, 2006)
AA– (JCR), A (R&I), A– (S&P)
(As of July 31, 2006)
BIS Risk-adjusted Capital Ratio:
12.20%
Contact:
Tel:
Website:
Investor Relations Office, Corporate Planning Division
81-3-3240-8111
www.mufg.jp/english/
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Date of Establishment:
August 25, 1919
Head Office:
Amount of Capital:
Long-term Ratings:
7-1, Marunouchi 2-Chome, Chiyoda-ku, Tokyo 100-8388, Japan
¥996.9 billion
A1 (Moody’s), A (S&P), A (FITCH), AA (JCR), A+ (R&I)
(As of July 31, 2006)
BIS Risk-adjusted Capital Ratio:
12.48%
Contact:
Tel:
Website:
Public Relations Division
81-3-3240-1111
www.bk.mufg.jp/english/
Mitsubishi UFJ Trust and Banking Corporation
Date of Establishment:
March 10, 1927
Head Office:
Amount of Capital:
Long-term Ratings:
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-8212, Japan
¥324.2 billion
A1* (Moody’s), A (S&P), A (FITCH), AA– (JCR), A+ (R&I)
BIS Risk-adjusted Capital Ratio:
13.05%
*Deposit Rating Only
(As of July 31, 2006)
Contact:
Tel:
Website:
Public Relations Section, Corporate Planning Division
81-3-3212-1211
www.tr.mufg.jp/english/
(As of March 31, 2006)
This annual report is printed on recycled paper with soy ink.
www.mufg.jp
Annual Report 2006
Printed in Japan